Agenda packet — California Choice Energy Authority (CalChoice) Board of Directors, May 19, 2026

California Choice Energy Authority
Board of Directors Regular Meeting Agenda
May 19, 2026, 1:00 p. m.

City of Lancaster, City Council Chambers
44933 Fern Ave, Lancaster, CA. 93534
Members of the public can observe the livestream of the meeting via Zoom by clicking:
https://cityoflancasterca-gov.zoom.us/j/89080929282
or telephonically by dialing:
(253) 215-8782
Meeting ID: 890 8092 9282
This meeting will be held in person. As a convenience for the public, the meeting may also be accessed by Zoom and will be available by computer or telephone audio as indicated above. Because this is an in-person meeting and the virtual component is not required, but rather is offered as a convenience, if there are any technical issues during the meeting, this meeting will continue and will not be suspended.

Members of the public may also participate in this meeting at the following locations:

Members of the public can provide public comments in writing or orally in person as follows:

Written Comments: If you are unable to participate in person and you wish to make a comment, you may submit written comments up to 4 hours prior to the meeting via email to:

[email protected]. All written comments will be posted online and become part of the meeting record. Public comments received in writing will not be read aloud at the meeting.

Oral Comments: Members of the public can address the Board on items on the agenda at the time the item is being addressed or during Public Comments for topics that are not listed on the agenda. Speakers are limited to three (3) minutes each. In conformance with the Brown Act, no Board action can occur on items presented during Public Comment.

If you desire to speak during Public Comment and are in person, please fill out a speaker card and submit it to CalChoice staff. If you are participating in a remote location, please identify yourself with a CalChoice representative. When you are called to speak, please come forward to the podium and state your name. To address the Board regarding an item on the agenda, please fill out a speaker card and submit it to the Board Secretary before the Board Chair announces the item.

City of Pico Rivera City Hall
Main Conference Room
6615 Passons Blvd.,
Pico Rivera, CA 90660
City of San Jacinto City Hall
595 S. San Jacinto Ave
San Jacinto, CA. 92583
City of Santa Barbara
801 Garden St, #200
Santa Barbara, CA 93101

BOARD OF DIRECTORS
Lancaster Energy
George Harris, Chair
Santa Barbara Clean Energy
Alelia Parenteau, Vice Chair
Apple Valley Choice Energy
Guy Eisenbrey
Energy for Palmdale’s
Independent Choice
Janelle Samson
Pico Rivera Innovative
Municipal Energy
Steve Carmona
Pomona Choice Energy
Chris Diggs
Rancho Mirage Energy Authority
Jessica Pulliam
San Jacinto Power
Tom Prill

CALL TO ORDER

ROLL CALL

FLAG SALUTE

BOARD COMMENTS & ANNOUNCEMENTS

PUBLIC COMMENT

PRESENTATIONS
Consent Calendar
Item 1: Approve Minutes from February 17, 2026 and April 29, 2026 Special Board Meetings

RECOMMENDATION
Approve Minutes of February 17, 2026 and April 29, 2026 Special Board Meetings.

Item 2: Receive Treasurer’s Report for period ending March 31, 2026

RECOMMENDATION
Receive Treasurer’s Report for period ending March 31, 2026.

Item 3: Consider Approval of Professional Services Agreement with Pacific Energy Advisors, Inc. for Comprehensive Operational Support Services, for an Amount Not to Exceed $2,280,000 Annually

RECOMMENDATION
Approve Professional Services Agreement with Pacific Energy Advisors, Inc. for comprehensive operational support services, for an amount not to exceed $2,280,000 annually, effective July 1, 2026 for an initial term of three (3) years, with an option to extend for an additional two (2) years and authorize the Interim Chief Executive, or his designee, to execute all documents in substantially the form presented, subject to approval by the General Counsel.

Item 4: Consider Approval of Professional Services Agreement with The Bayshore Consulting Group, Inc. for Member Operational Support Services, for an amount not to exceed $293,104 Annually

RECOMMENDATION
Approve Professional Services Agreement with The Bayshore Consulting Group, Inc. for member operational support services, for an amount not to exceed $293,104 annually, effective July 1, 2026 for an initial term of twelve (12) months, with two automatic one-year extensions and authorize the Interim Chief Executive, or his designee, to execute all documents in substantially the form presented, subject to approval by the General Counsel.
2 Public Hearing
Item 5: Receive Report on Vacancies, Recruitment and Retention Efforts in Compliance with Assembly Bill 2561

RECOMMENDATION
Conduct Public Hearing and receive Report on Vacancies, Recruitment and Retention Efforts in Compliance with Assembly Bill 2561.

New Business
Item 6: Receive California Choice Energy Authority Programs Update

RECOMMENDATION
Receive California Choice Energy Authority Programs update.

Item 7: Consider Approval of Agreement with Lunar Energy for a Distributed Energy Resources Management System (DERMS) for an amount not to exceed $120,000

RECOMMENDATION
Approve agreement with Lunar Energy for a Distributed Energy Resources Management System (DERMS) for an amount not to exceed $120,000, for a term of XX years, and authorize the Interim Chief Executive Officer to execute all documents, subject to General Counsel approval.

Item 8: Consider Adoption of Resolution Approving Fiscal Year 2026/27 Budget

RECOMMENDATION
Adopt Resolution Approving Fiscal Year 2026/27 Budget.

Item 9: Consider Adoption of Resolution Establishing the Regular Board Meeting Schedule

RECOMMENDATION
Adopt Resolution Establishing the Regular Board Meeting Schedule.

Item 10: Receive General Manager Update on Procurement and Regulatory

RECOMMENDATION
Receive General Manager update.

Item 11: Receive Interim Chief Executive Officer Update on CalChoice operations

RECOMMENDATION
Receive Interim Chief Executive Officer update.

RECESS TO CLOSED SESSION
Item 12: Pursuant to Government Code Section 54957(b)(1):

PUBLIC EMPLOYMENT
Title: Chief Executive Officer
3 RECONVENE TO OPEN SESSION

GENERAL COUNSEL ANNOUNCEMENT

BOARD MEMBER QUESTIONS

BOARD MEMBER REPORTS ON CALCHOICE RELATED TRAVEL
Lobby Day – Vice Chair Parenteau, Sacramento, CA
NRG Market & Industry Update – Chair Harris & Vice Chair Parenteau, Houston, TX

BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS
See attached list
NEXT MEETING: Regular Board Meeting Tuesday August 18, 2026, 1:00 p.m., City of Santa Barbara If you are an individual with a disability and need a reasonable modification or accommodation pursuant to the Americans with Disabilities Act (“ADA”), please contact [email protected] prior to the meeting for assistance.
4 CALIFORNIA CHOICE ENERGY AUTHORITY

BOARD OF DIRECTOR

LIST OF FUTURE AGENDA ITEMS
New Member Policy
Travel Policy
Report on CalCCA Annual Conference
All Member Meeting Scholarship Policy
Request for Proposal – Marketing Support
5 STAFF REPORT
California Choice Energy Authority
5/19/26
RJ
Date: May 19, 2026
To: Chair Harris and Authority Members
From: Kevin Tonoian, Interim Board Secretary
Item 1: Consider Approval of Minutes – Special Board Meetings of February 17, 2026 and April 29, 2026
Recommendation:

Approve minutes of Special Board Meetings of February 17, 2026 and April 29, 2026

Fiscal Impact:

There is no fiscal impact to California Choice Energy Authority (CalChoice).

Attachment:

Attachment A – Special Board Meeting Minutes – February 17, 2026 Attachment B – Special Board Meeting Minutes – April 29, 2026 6 California Choice Energy Authority
Board of Directors Special Meeting Minutes
February 17, 2026, 1:00 p.m.

City of Rancho Mirage, City Council Chambers
69825 Highway 111, Rancho Mirage, CA. 92270
Alternate locations:

CALL TO ORDER: The special meeting of the California Choice Energy Authority was called to order by Chair Harris at 1:15 p.m.

ROLL CALL: All cities were represented as follows: Town of Apple Valley, Guy Eisenbrey; City of Lancaster, George Harris; City of Palmdale, Donnita Talavera; City of Pico Rivera, Steve Carmona; City of Pomona, Julie Carver (alternate); City of Rancho Mirage, Jessica Pulliam; City of Santa Barbara, Jefferson Litten (alternate); City of San Jacinto, Tom Prill.

FLAG SALUTE: Board Member Eisenbrey led the flag salute.

BOARD COMMENTS & ANNOUNCEMENTS: None
PUBLIC COMMENT: None

PRESENTATIONS
The Board received a presentation from California Community Choice Association (CalCCA) Chief Executive Officer, Beth Vaughn. Ms. Vaughn gave copies of the CalCCA 2024/25 Year in Review and Lobby Day Packet.

Comments were made by Board Member Litten regarding the CalCCA dues methodology.

Consent Calendar
Item 1: Approve Minutes from November 13, 2025, Board of Directors Special Meeting

RECOMMENDATION
Approve Minutes of November 13, 2025, Board Meeting.

Item 2: Receive Treasurer’s Report for period ending January 31, 2026

RECOMMENDATION
Receive Treasurer’s Report for period ending January 31, 2026.

Item 3: Consider Adoption of Resolution Setting the Regular Meeting Schedule and Location of the California Choice Energy Authority and Establishing the Policy of Rotation of the Board Chair and Vice Chair Positions
City of Pico Rivera City Hall
6615 Passons Blvd.,
Main Conference Room
Pico Rivera, CA 90660
7 Item 1 Attachment A

RECOMMENDATION
Adopt Resolution setting the regular meeting schedule and location of the California Choice Energy Authority and establishing the policy of rotation of the Board Chair and Vice Chair.

Item 4: Receive California Choice Energy Authority Fiscal Year 2024/25 Audited Financial Statements

RECOMMENDATION
Receive California Choice Energy Authority Fiscal Year 2024/25 Audited Financial Statements.

Item 3 was pulled for discussion by Board Member Carmona; Motion by Board Member Litten; Second by Board Member Eisenbrey to approve items 1, 2 and 4.

Motion approved unanimously on a roll call vote.

RECOMMENDATION
Adopt Resolution setting the regular meeting schedule and location of the California Choice Energy Authority and establishing the policy of rotation of the Board Chair and Vice Chair.

Comments from Board Member Carmona requesting to amend the resolution to swap Santa Barbara and Pico Rivera on the Exhibit so Santa Barbara will be considered next for Board Chair and the next meeting location, due to internal challenges and demands at City of Pico Rivera. Further discussion by Board Member Pulliam and Chair Harris for clarification.

Motion by Board Member Pulliam and second by Board Member Talavera to Approve the Resolution as presented, with Exhibit A being revised to insert Santa Barbara in the second position and Pico Rivera to the next to the last position.

Motion approved unanimously on a roll call vote.

New Business
Item 5: Receive CalChoice 2025 Programs Year-in-Review Report

RECOMMENDATION
Receive CalChoice 2025 Programs Year-in-Review Report.

The Board received a 2025 Programs Year-in-Review report from Energy Programs Manager, Kathy Wells.

Comments by Board Member Pulliam thanking Ms. Wells for the presentation. 8 Item 6: Receive Presentation Regarding Distributed Energy Resources Management Systems (DERMS) and Provide Direction

RECOMMENDATION
Receive presentation and provide direction to staff to negotiate an agreement with Lunar Energy for a Distributed Energy Resources Management System (DERMS) and for the design for future demand response program.

The item was introduced by Energy Programs Manager, Kathy Wells followed by a presentation by Ed Gunn and Tomas Weaver of Lunar Energy. Questions were asked by Board Member Pulliam for clarification on which manufacturers, OEM, sub-aggregators Lunar currently partners with; asked what the program looks like to the customer with regards to participating in the program, whether software needs to be installed and if they need to tailor Ranch Mirage rebate program to enable participation by customers. Question from Board Member Litten regarding how to capture customers.

Item 7: Receive Presentation from Pacific Energy Advisors Regarding Incremental Capacity Procurement Mandates

RECOMMENDATION
Receive Presentation from Pacific Energy Advisors regarding Incremental Capacity Procurement Mandates.

General Manager, Cathy Defalco introduced the item and Kirby Dusel from Pacific Energy Advisors who made a presentation to the Board. Questions were made by Chair Harris regarding the benefit of CalChoice owning assets and Board Member Litten regarding whether the presenter is seeing any solar-only projects being developed and how the mandate is impacting geothermal pricing.

Item 8: Receive General Manager Update on Procurement and Regulatory

RECOMMENDATION
Receive General Manager update
General Manager Cathy Defalco presented an update to the Board regarding Resource Adequacy procurement, CalChoice Lobby Day, Diablo Canyon, CalCCA Conference, CalChoice Annual Summit.

Item 9: Receive Interim Chief Executive Officer Update on CalChoice operations

RECOMMENDATION
Receive Interim Chief Executive Officer update
Interim Chief Executive Officer Rob Johnson gave kudos and thanks to staff, discussed Participate Energy and PowerChoice programs, Strategage Dashboard and CalChoice Board Strategic Plan.

Item 10: Receive General Counsel Update on CalChoice matters

RECOMMENDATION
Receive General Counsel update on CalChoice matters.
9 The Board was provided hard copies of the Brown Act as required by the new Brown Act requirements and reminded the Board that Form 700s are due by April 1, 2026.

BOARD STUDY SESSION
November 13, 2025 Board Workshop Follow-Up
• Administrative/Board Strategy
• Cost Saving/Innovation/Efficiency
• Education/Information/Programs
• Finance/Budget/Contracts
• Legal/Regulatory
• Strategage Dashboard Demonstration
Treasurer Barbara Boswell provided a summary of the November 13, 2025 Board Special Workshop discussion and next steps.

Strategage provided a demonstration of the Dashboard product.

Board Member Carmona asked if we can check calendars before scheduling CalChoice Board meetings to avoid conflicts.

RECESS TO CLOSED SESSION
Pursuant to Government Code Section 54957(b)(1):

PUBLIC EMPLOYMENT
Title: Chief Executive Officer

RECONVENE TO OPEN SESSION
GENERAL COUNSEL ANNOUNCEMENT: The Board took up the agenda item stated on the agenda, gave direction to staff and legal counsel, no reportable action.

ADJOURNMENT: Chair Harris adjourned the meeting at 4:21 p.m.

NEXT MEETING: Regular Board Meeting May 19, 2026, City of Lancaster City Council Chambers ________________________________
Kevin Tonoian
Interim Board Secretary
Approved _____________________
10 California Choice Energy Authority
Board of Directors Special Meeting Minutes
April 29, 2026, 11:30 a.m.

City of Lancaster, The Energy Room
44933 Fern Ave, Lancaster, CA 93534
Alternate locations:

City of Pico Rivera City Hall
6615 Passons Blvd.,
Main Conference Room
Pico Rivera, CA 90660
CALL TO ORDER: The special meeting of the California Choice Energy Authority was called to order by Chair Harris at 11:35 a.m.

ROLL CALL: All cities were represented as follows: Town of Apple Valley, Guy Eisenbrey; City of Lancaster, George Harris; City of Palmdale, Janelle Samson; City of Pico Rivera, Steve Carmona; City of Pomona, Julie Carver; City of Rancho Mirage, Jessica Pulliam; City of San Jacinto, Tom Prill; City of Santa Barbara, Alelia Parenteau.

BOARD COMMENTS & ANNOUNCEMENTS: None.

PUBLIC COMMENT: None.

New Business
Item 1: Receive Report from Energy Development Feasibility Ad Hoc Subcommittee

RECOMMENDATION
Receive report from the Energy Development Feasibility Ad Hoc Subcommittee.

Treasurer Barbara Boswell introduced the item to the Board. Chair Harris provided an overview, with Board Members Pulliam and Eisenbrey providing additional comments. Board discussion followed. Chair Harris confirmed the Ad Hoc Subcommittee had served its purpose and that further future conversations should be brought to the full Board.

No requests to speak were received.

Board received the report and directed staff to include up to $210,000 for Board consideration when discussing the FY 2026/27 proposed budget for the Energy Development Feasibility Study, with any contract to return to the Board for approval.

RECESS AND RECONVENE
Chair Harris recessed the meeting at 12:50 p.m. and reconvened at 1:05 p.m. 11 Item 1 Attachment B
Item 2: Receive Report on FY 2025/26 Projected Year-End Results and FY 2026/27 Proposed Budget and Provide Direction

RECOMMENDATION
Receive report on FY 2025/26 Projected Year-End Results and FY 2026/27 Proposed Budget and provide direction to staff.

Interim Chief Executive Officer Rob Johnson provided an overview of the item. Treasurer Barbara Boswell presented the proposed budget. Board discussion followed.

The Board discussed and provided comment on various items including the CEO position and transition planning; consulting contracts; travel matters; the Energy Development Feasibility Study and technology platform (DERMS) investments. Staff responded accordingly.

No requests to speak were received.

DIRECTION
Board directed staff to return with the proposed FY 2026/27 budget for adoption at the May 19, 2026 regular meeting.

BOARD MEMBER QUESTIONS: Board members raised questions regarding various operational and administrative matters. Staff responded accordingly.

BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS: Board members requested several items be placed on a future agenda related to, consulting contracts, technology platforms (DERMS), new member policy and meeting operations.

ADJOURNMENT: Chair Harris adjourned the meeting at 2:38 p.m.

NEXT MEETING: Regular Board Meeting, May 19, 2026, 1:00 p.m., City of Lancaster. ________________________________
Kevin Tonoian
Interim Board Secretary
Approved _____________________
12 STAFF REPORT
California Choice Energy Authority
5/19/26
RJ
Date: May 19, 2026
To: Chair Harris and Authority Members
From: Barbara Boswell, Treasurer
Item 2: Receive and File Treasurer’s Report for Preliminary, Unaudited Quarter Ending March 31, 2026
Recommendation:

Receive and file Treasurer’s Report for Preliminary, Unaudited Quarter Ending March 31, 2026.

Fiscal Impact:

There is no fiscal impact to California Choice Energy Authority (CalChoice).

Background:

Included in the report to the CalChoice Board are the following preliminary, unaudited Financial Statements as of March 31, 2026:
• Statement of Net Position – Reports Assets, Liabilities and Net Position • Statement of Revenues, Expenses and Changes in Net Position- Reports Income and Expenses for the Period
• Preliminary and Unaudited Budget to Actuals for the fiscal year • Check Detail Report for the Period February – March 2026 Attachment:

California Choice Energy Authority Preliminary, Unaudited Financial Statements and Check Detail as of March 31, 2026
13 Item 2
Treasurer’s Report

CALIFORNIA CHOICE ENERGY AUTHORITY

PRELIMINARY & UNAUDITED

STATEMENT OF NET POSITION
As of March 31, 2026
ASSETS
Cash $4,830,503
Member Cash Deposits for Energy Payments 5,799,234
Receivables:

Accounts 29,185
Due from Members – Energy Purchases 0
Prepaid Items 0
TOTAL ASSETS $10,658,921

LIABILITIES
Current Liabilities
Accounts Payable $620,664
RCB Bank Credit Card Payable 5,928
Total Current Liabilities $626,592
Noncurrent Liabilities
Unearned Revenue 895,060
Member Advance Deposits for Energy 5,799,234
Supplier Collateral Deposits 2,007,050
Total Noncurrent Liabilities $8,701,344
TOTAL LIABILITIES $9,327,936

NET POSITION
Reserve for Operations $533,373
Emergency Reserve 533,374
Reserve for Energy Purchases 0
Change in Net Position 264,240
TOTAL NET POSITION $1,330,985
14 Item 2 Attachment
Item 2
Treasurer’s Report

CALIFORNIA CHOICE ENERGY AUTHORITY

PRELIMINARY & UNAUDITED

STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET POSITION Period Ended March 31, 2026

OPERATING REVENUES
Associate Member Fees – Apple Valley $152,784
Associate Member Fees – Lancaster 389,941
Associate Member Fees – Palmdale 333,569
Associate Member Fees – Pico Rivera 136,266
Associate Member Fees – Pomona 274,943
Associate Member Fees – Rancho Mirage 184,878
Associate Member Fees – San Jacinto 117,736
Associate Member Fees – Santa Barbara 220,230
TOTAL OPERATING REVENUES $1,810,347

NONOPERATING REVENUE
Sponsorship Revenue $57,150
Interest Income 117,139
Misc. Revenue 12,227
TOTAL REVENUE $1,996,863

OPERATING EXPENSES
Professional Services $791,650
Legal Services 281,026
Membership Dues 392,037
Workshop/Seminars/Travel $11,135
Promotion & Advertising 146,985
Insurance Expense 14,094
Software & Support 9,386
Other Expenses 2,310
Administrative Overhead 84,000
TOTAL OPERATING EXPENSES $1,732,623

PROGRAM ACTIVITIES
DAC-GT Program Revenue $17,176
DAC-GT Program Expenses (17,176)
Equitable Building Decarb. Grant Expenses 889
Equitable Building Decarb. Grant Revenue ( 889)
NET PROGRAM ACTIVITIES $0.00
OPERATING INCOME (LOSS) $264,240
15 Item 2
Treasurer’s Report

CALIFORNIA CHOICE ENERGY AUTHORITY

PRELIMINARY & UNAUDITED

BUDGET TO ACTUALS COMPARISON
Period Ended March 31, 2026
BUDGET ACTUALS VARIANCE $ VAR %
REVENUE $2,850,521 $1,996,863 $853,658 30%

OPERATING EXPENSES
Professional Services $1,192,600 $791,650 400,950 34%
Legal Services 525,000 281,026 243,974 46%
Membership Dues 522,025 392,037 129,988 25%
Workshop/Seminars/Travel 30,000 11,135 18,865 63%
Promotion & Advertising 195,160 146,985 48,175 25%
Insurance Expense 20,000 14,094 5,906 30%
Software & Support 11,450 9,386 2,064 18%
Other Expenses 2,310 (2,310)
CalChoice Board Admin 50,000 0 50,000 100%
Program Development 25,000 0 25,000 100%
Administrative Overhead 144,285 84,000 60,285 42%
TOTAL OPERATING EXPENSES $2,715,520 $1,732,623 $982,897 36% CHANGE IN NET POSITION $135,001 $264,240 $129,239
16 STAFF REPORT
California Choice Energy Authority
5/19/26
RJ
Date: May 19, 2026
To: Chair Harris and Authority Members
From: Kevin Tonoian, Regulatory and Procurement Analyst Item 3: Consider Approval of Professional Services Agreement with Pacific Energy Advisors, Inc. for Comprehensive Operational Support Services ______________________________________________________________________ Recommendation:

Approve a Professional Services Agreement with Pacific Energy Advisors, Inc. (“PEA”) for comprehensive operational support services for each of CalChoice’s eight member agencies in an amount not to exceed $285,000 per member per calendar year for a total annual contract value not to exceed $2,280,000, effective July 1, 2026, for an initial term of three (3) years, with an option to extend the term by an additional two (2) years upon mutual written agreement of the parties; and authorize the Interim Chief Executive Officer, or his designee, to execute the Agreement and any related documents in substantially the form presented, subject to final approval as to form by Authority General Counsel.

Fiscal Impact:

There is no direct fiscal impact to the California Choice Energy Authority (CalChoice). The fees payable under the Agreement are paid from revenues collected by each member’s community choice aggregation (CCA) program. The initial Fixed Monthly Fee under the Agreement is $20,400 per member, which represents a 2% adjustment over the $20,000 per-member monthly fee established under the current Agreement effective July 1, 2023.

For the partial first year (July–December 2026), aggregate Fixed Monthly Fees across the eight member CCAs total approximately $979,200. On an annualized basis (twelve months), aggregate Fixed Monthly Fees total approximately $1,958,400 prior to application of any Employment Cost Index (ECI) escalation. Each member CCA is responsible for its own pro rata share, and no member is liable for the obligations of any other member. 17 Item 3
PEA Professional Services Agreement
Background:

CalChoice is a Joint Powers Authority formed to provide implementation and operational support services to its member CCA programs. Through CalChoice, member CCAs realize economies of scale by jointly contracting for energy and energy products, legal services, and technical and operational support services. CalChoice currently has eight member CCAs:

Pacific Energy Advisors, Inc. has served as CalChoice’s primary technical and operational consultant since its formation in 2017, providing power resources management, regulatory compliance, rate setting, financial modeling, and performance reporting services across all member programs.

PEA was last selected through a competitive Request for Proposals process in 2023, which resulted in the current Professional Services Agreement effective July 1, 2023, with a one-year initial term and a two-year extension that expires June 30, 2026. Additionally, PEA has delivered all services at the original 2017 approved compensation, with no fee increases, escalations, or other adjustments to the per-member monthly fee. Finally, the recommended successor agreement incorporates a two percent adjustment to the existing per-member monthly fee and an annual adjustment indexed to the Employment Cost Index (ECI), providing a structured, market-based mechanism for future rate changes.

Over the current contract term, PEA has continued to deliver operational support services across CalChoice’s expanding member base and an increasingly complex regulatory environment, including evolving Resource Adequacy framework requirements, the California Public Utilities Commission’s (CPUC) Power Charge Indifference Adjustment (PCIA) and Energy Resource Recovery Account (ERRA) reform proceedings, Renewable Portfolio Standard (RPS) compliance obligations, and the integration of new long-term resources into member portfolios.

Staff have evaluated PEA’s continued performance, technical capabilities, and qualifications and have determined that PEA continues to meet CalChoice’s operational support needs.

Staff recommends entering into a new Professional Services Agreement with PEA for a successor term commencing July 1, 2026, to provide continuity of services upon expiration of the current Agreement.

Attachment:

Attachment A – Professional Services Agreement between California Choice Energy Authority and Pacific Energy Advisors, Inc., effective July 1, 2026. 18 Item 3 Attachment
SD #4884-7906-9254 v1
08808-0001

AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
THIS AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES is made and entered into this 19th day of May 2026, by and between the CALIFORNIA CHOICE ENERGY AUTHORITY, a joint powers authority, (“CalChoice”), and PACIFIC ENERGY ADVISORS, INC. (“Consultant”) (each individually referred to as a “Party”; and, collectively, as the “Parties”).

RECITALS
WHEREAS, CalChoice desires to engage Consultant to perform certain technical and professional services, as provided herein, identified as:

California Choice Energy Authority Comprehensive Operational Support Services (the “Services”):

WHEREAS, the principal members of Consultant are qualified and duly registered/licensed under the laws of the State of California, and Consultant desires to accept such engagement;
NOW, THEREFORE, the parties agree as follows:

1. Parties to the Agreement.

The parties to this Agreement are:

A. CLIENT: California Choice Energy Authority
B. CONSULTANT: Pacific Energy Advisors, Inc.

2. Notices. All written notices required by or related to this Agreement shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below.

Neither party to this Agreement shall refuse to accept such mail; parties to this Agreement shall promptly inform the other party of any changes of address. All notices required by this Agreement are effective on the day of receipt, unless otherwise indicated herein.

CLIENT: California Choice Energy Authority
Attn: Rob Johnson, Interim Chief Executive Officer
44933 North Fern Avenue
Lancaster, California 93534
CONSULTANT: John P. Dalessi, President
Pacific Energy Advisors, Inc.
300 University Avenue, Suite 220
Sacramento, CA 95825
19 SD #4884-7906-9254 v1
08808-0001

3. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without prior written consent of the other party, and any such assignments without said consent shall be void.

4. Description of Work. CalChoice hereby engages Consultant, and Consultant accepts such engagement, to perform the professional services set forth in the “Scope of Services,” attached hereto as “Exhibit A” and incorporated herein by reference. Consultant shall perform and complete, in a manner satisfactory to CalChoice, all work and services set forth in “Exhibit A.” The Executive Director or his designee shall have the right to review and inspect the work during the course of its performance at such times as may be specified by the Executive Director, or his designee.

5. Obligations of CalChoice.

A. CalChoice shall pay Consultant the monthly fees set forth in Exhibit A for each CalChoice member listed in Exhibit B, in accordance with the Service Delivery Period fee schedule set forth therein (the "Fixed Monthly Fee"). The aggregate of all fees payable to Consultant under this Agreement — including the Fixed Monthly Fee, any time-and-materials charges for services rendered pursuant to Task 3 of Exhibit A, and any fee adjustments pursuant to the Annual Fee Adjustment provision of Exhibit A — shall not exceed $285,000 per CalChoice member per calendar year (the "Annual NTE"). Payments shall be due within thirty (30) days following Consultant's submittal of an invoice detailing the services performed.

CalChoice shall reimburse Consultant for actual travel expenses incurred in the performance of work explicitly requested by CalChoice, consistent with the terms set forth in Exhibit A; provided that such reimbursements shall count toward the Annual NTE.

B. No payment made hereunder by CalChoice to Consultant, other than the final payment, shall be construed as an acceptance by CalChoice of any work or materials, nor as evidence of satisfactory performance by Consultant of its obligations under this Agreement.

6. Obligations of the Consultant.

A. Consultant shall perform as required by this Agreement and in accordance with the Scope of Services set forth in Exhibit A.

B. Consultant shall not commence any new phase as set forth in Exhibit A without a prior written notice to proceed from CalChoice.

C. Consultant shall be responsible for payment of all employees’ wages and benefits, and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security.

D. Consultant shall not subcontract any of the work required to perform the Services without the express prior written approval of CalChoice. 20 SD #4884-7906-9254 v1
08808-0001

7. Hold Harmless and Indemnification. Consultant agrees to indemnify and hold harmless CalChoice, its officers and employees, from and against any and all third-party claims, losses, obligations, or liabilities whatsoever, including reasonable attorney’s fees, incurred to the extent arising out of or related to Consultant’s negligent or willful wrongful acts, errors or omissions, or those of its employees or agents. Consultant agrees to defend CalChoice, its officers and employees, using counsel of CalChoice’s choosing, from and against any and all claims covered by the indemnity in the preceding sentence.

CalChoice agrees to indemnify and hold harmless Consultant, its employees and agents, from and against any and all third-party claims, losses, obligations, or liabilities whatsoever, including reasonable attorney’s fees, incurred to the extent arising out of or related to CalChoice’s negligent or willful wrongful acts, errors or omissions, or those of its officers or employees in relation to this Agreement. CalChoice agrees to defend Consultant, its employees and agents, using counsel of Consultant’s choosing, from and against any and all claims covered by the indemnity in the preceding sentence; provided, however, that this indemnification and hold harmless shall not include any claims to the extent they arise from the negligence or willful misconduct of the Consultant, its employees or agents.

8. Amendments. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon mutual written approval by CalChoice and Consultant.

9. Non-Discrimination and Equal Employment Opportunity.

A. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religion, ancestry, sex, national origin, physical or mental disability or age. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, gender, national origin, sexual orientation, physical or mental disability or age. Affirmative action relating to employment shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship.

B. The provisions of subsection A above shall be included in all solicitations or advertisements placed by or on behalf of Consultant for personnel to perform any services under this Agreement. CalChoice shall have access to all documents, data and records of Consultant and its subcontractors for purposes of determining compliance with the equal employment opportunity and non-discrimination provisions of this Section.

10. Term; Effective Date. This Agreement shall become effective July 1, 2026 (the “Effective Date”) and shall be in full force and effect upon the execution of the Agreement by CalChoice and the Consultant. This Agreement shall continue in full force and effect for thirty-six (36) months (three years) from the Effective Date of the Agreement (the “Initial Term”), unless the Agreement is sooner terminated in accordance with this Agreement; provided, however, that CalChoice and the Consultant may mutually agree in writing to extend the Term of this Agreement by twenty-four (24) additional months (through June 30, 2031, a period of two additional years; the “Extension Period”).
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11. Termination.

A. For Convenience. Either Party may terminate this Agreement at any time without cause by giving ninety (90) days written notice to the other Party of such termination and specifying the effective date thereof. In the event of termination of this Agreement, whether for convenience or cause, Consultant will be paid for work completed through the date of termination within thirty (30) days following submittal of a final invoice.

B. For Cause. If any one of the following events (each an “Event of Default”) occurs with respect to a Party, then the other Party may terminate this Agreement (inclusive of Exhibits and Addenda) upon written notice to the defaulting Party: (i) with respect to CalChoice, CalChoice fails to pay amounts due hereunder, and such failure continues for ten (10) business days following written notice from Consultant; (ii) either Party defaults in the observance or performance of any of its material covenants or agreements in this Agreement and such default continues uncured for twenty (20) business days following written notice to the defaulting Party; (iii) either Party makes an assignment for the benefit of creditors (other than a collateral assignment to an entity providing financing to such Party), files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors or has such a petition filed against it or otherwise becomes bankrupt or insolvent (however evidenced), or is unable to pay its debts as they become due.

C. Effect of Termination. Upon the date of expiration or notice of termination of this Agreement (whether terminated for convenience or for cause, or whether expiring at the end of a term): (i) Consultant shall cease providing Services hereunder except as required or authorized herein; (ii) Consultant shall issue an invoice (the “Termination Invoice”) to CalChoice for (a) all outstanding fees for Services rendered by Consultant through and including the date of expiration or termination, (b) all authorized expenses outstanding and unpaid as of the date of expiration or termination,; and (iii) CalChoice shall pay the Termination Invoice within thirty (30) days of Consultant’s invoice submittal. In the event of termination, whether for convenience or cause, reports, plans, studies and other documents related to the Services that have been delivered to CalChoice shall become CalChoice’s property.

12. Independent Contractor. Consultant is an independent contractor and shall have no power or authority to incur any debt, obligation or liability on behalf of CalChoice. It is expressly understood between the Parties to this Agreement that no employee/employer relationship is intended; Consultant is an independent contractor.

13. Insurance.

A. (1) The Consultant, at its expense, shall maintain in effect at all times during the performance of work under this Agreement the following coverage and limits of insurance, which shall be maintained with insurers listed “A-, VIII” or better in the Best’s Key Rating Guide:

Commercial General Liability
Each Occurrence $1,000,000
General Aggregate $2,000,000
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Including Products/Completed Operations
Including Contractual Liability/Independent Contractors Including Property Damage
Commercial Automobile Liability
Combined Single Limit per Accident for
Bodily Injury and Property Damage $1,000,000
Workers Compensation
As Required by the State of California Statutory Limits Employer’s Liability
Each Accident $1,000,000
Bodily Injury by Disease $1,000,000
Each Employee $1,000,000
Professional Liability
Each Occurrence $2,000,000
General Aggregate $2,000,000
B. General Liability insurance shall be at least as broad as ISO form CG2010 11/85 or CG2010 07/04 and CG2037 07/04 combined, or an equivalent providing ongoing and completed operations. Commercial Auto coverage shall be at least as broad as ISO form CA00

01. C. The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insured’s liability.

D. A Waiver of Subrogation must be provided on behalf of the Certificate Holder for the Workers Compensation/Employers Liability policies, and a copy of the endorsement must accompany the certificate.

E. Any deductibles or self-insurance retentions must be declared and approved by CalChoice. At CalChoice’s option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects CalChoice and its officers, employees and representatives (collectively, for purposes of this Section, “CalChoice”), or the insurer shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

F. All insurance shall be primary and non-contributory as respects CalChoice. Any insurance or self-insurance maintained by CalChoice shall be in excess of the Consultant’s insurance and shall not contribute with it.

G. The coverage provided under this Agreement shall not contain any special limitations on the scope of protection afforded to CalChoice.

H. Insurance provided and maintained by Consultant must be placed with insurers with a rating of A-, VIII or better by Best’s Key Rating Guide, latest edition. 23 SD #4884-7906-9254 v1
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I. Insurance written on a “claims made” basis must be renewed for a period of five (5) years after this contract expires or is terminated. Such insurance must have the same coverage and limits as the policy that was in effect during the term of this contract and will cover Consultant for all claims made by CalChoice arising out of any acts or omissions of Consultant or its officers, employees, or agents during the time this Agreement was in effect.

J. Consultant shall furnish CalChoice with Certificates of Insurance and with original endorsements effecting coverage required by this Agreement. The certificates for each insurance policy are to be signed by a person authorized by the insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved by CalChoice before work commences. CalChoice reserves the right to require complete, certified copies of all required insurance policies at any time.

K. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to CalChoice.

L. Certificates of Insurance must be deposited with CalChoice for all coverage required by this contract. Certificates shall meet the following requirements:
(1) Show that the insurance policy has been endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after 30 days’ prior written notice (10 days written notice for non-payment) to CalChoice.
(2) List in the “Descriptions of Operations/Locations/Vehicles/Special Items” section:
“California Choice Energy Authority
Comprehensive Operational Support Services”
California Choice Energy Authority, its board of directors, officers, employees, contractors and representatives are included as additional covered parties, but only insofar as the operations under this contract are concerned.
(3) List in the “Certificate Holder” section:

California Choice Energy Authority, 44933 Fern Avenue, Lancaster, California 93534.

M. Consultant shall include all subcontractors as an insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. Subcontractors are subject to the same insurance requirements as the Consultant.

N. The coverage shall contain no special limitations on the scope of protection afforded to the insured entities. The Consultant’s insurance coverage shall be primary insurance as respects CalChoice.
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Basic sketches, charts, computations and similar data prepared or obtained by Consultant under this Agreement shall, upon request, be made available to CalChoice without restriction or limitation on their use. Notwithstanding the foregoing, CalChoice shall not obtain or retain any rights in or ownership to any of Consultant’s systems, documents, and/or intellectual property developed, produced, discover, or created by Consultant before the execution of the Agreement or in connection with service performed outside of this Agreement.

15. Data Provided to Consultant. CalChoice shall provide to Consultant, without charge, all data, including reports, records, maps and other information, now in CalChoice’s possession which may facilitate the timely performance of the work described in Exhibit A.

16. Consultant’s Warranties and Representations.

Consultant warrants and represents to CalChoice as follows:

A. Consultant has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement.

Upon any breach or violation of this warranty, CalChoice shall have the right, in its sole discretion, to terminate this Agreement without further liability, or, in the alternative, to deduct from any sums payable hereunder the full amount or value of any such fee, commission, percentage or gift.

C. Consultant has no knowledge that any officer or employee of CalChoice has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of the Consultant, and that if any such interest comes to the knowledge of Consultant at any time, a complete written disclosure of such interest will be made to CalChoice, even if such interest would not be deemed a prohibited “conflict of interest” under applicable laws.

D. Upon the execution of this Agreement, Consultant has no interest, direct or indirect, in any transaction or business entity which would conflict with or in any manner hinder the performance of services and work required by this Agreement, nor shall any such interest be acquired during the term of this Agreement.

17. Resolution of Disputes.

A. Disputes regarding the interpretation or application of any provisions of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the parties.
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B. If the parties cannot resolve the dispute through good faith negotiations, either party may give Notice of Dispute to the other party. The Notice of Dispute shall state the nature of the dispute and the corrective action necessary to remedy the dispute.

After Notice of Dispute, the parties shall first attempt to resolve any disputes by mediation. The parties shall agree on a single mediator. Mediation shall be conducted in Lancaster, California. Each party shall pay its own attorneys’ fees, and the costs of mediation shall be split equally between the parties.

If the dispute has not been resolved by mediation within 45 days after Notice of Dispute, or the parties are unable to agree to a mediator, within 15 days after Notice of Dispute, then, the dispute may, upon agreement of the parties be resolved by binding arbitration.

C. If any action at law or in equity is brought to enforce or interpret any provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney’s fees, cost and necessary disbursements, in addition to such other relief as may be sought and awarded.

18. Exhibits.

The following exhibits to which reference is made in this Agreement are deemed incorporated herein in their entirety:

Exhibit A Scope of Services
Exhibit B CalChoice Members

19. Governing Law.

This Agreement shall be governed by the laws of the State of California.

20. Effective Date.

This Agreement shall become effective as of July 1, 2026.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized. 26 SD #4884-7906-9254 v1
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PACIFIC ENERGY ADVISORS, INC.

By:

John P. Dalessi, President
Dated:

CALIFORNIA CHOICE ENERGY AUTHORITY
By:

Robert Johnson, Interim Chief Executive Officer
Dated:

ATTEST:

Kevin Tonoian, Interim Board Secretary
APPROVED AS TO FORM:

Allison E. Burns, Authority Counsel
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EXHIBIT A

SCOPE OF SERVICES

1. Power Resources Management
Working with CalChoice’s leadership and staff, as well as its designated Scheduling Coordinator(s), Consultant will support management of CalChoice’s specified power resources portfolio in accordance with adopted policies and applicable regulatory requirements. Consultant will perform certain functions for CalChoice, which generally encompass the areas of resource planning, portfolio management, risk management, power supply procurement, and a variety of regulatory compliance activities related to electric power supply. It is important to note that the availability of any product required by CalChoice and/or any of its Member Communities to meet statutory and/or voluntary portfolio requirements will be dependent upon the willingness of qualified suppliers to make such products available to CalChoice and/or its Member Communities, CalChoice’s creditworthiness, the creditworthiness of its Member Communities and/or the willingness of CalChoice and/or its Member Communities to pay then-current market prices for such products as well as myriad other conditions/circumstances that may impact the availability of requisite energy and capacity products over time.

PEA cannot guarantee any particular outcome (related to portfolio conformance, compliance or otherwise) or price/cost when assisting CalChoice and its Member Communities with its portfolio management and procurement efforts.

All references in this scope of work to regulatory requirements or standards refer to those that exist as of the Effective Date of this Agreement. To the extent that the legislature and/or jurisdictional regulatory authorities implement material changes to pertinent regulatory compliance activities, planning standards, or procurement requirements after the Effective Date of this Agreement, Consultant may provide expanded support on a time and materials basis subject to available budget and will work with CalChoice to determine if adaptations to the work scope and budget in this Agreement will be necessary. To the extent that such changes (in scope and/or budget) are required, Consultant and CalChoice will engage in good faith discussions to develop an amendment to this Agreement that will address the new and/or updated regulatory compliance requirements, including related changes to the scope and budget reflected herein.

The following tasks are included in this service as of the effective date of this Agreement:
(a) Maintain Annual and Long-Term Sales Forecast:
• Prepare and maintain CalChoice customer and electric sales forecasts, including: 1) monthly enrolled accounts, megawatt hours (MWh) and megawatts (MW) by load profile group; and 2) monthly coincident peak MW and hourly MW.
• Update long-term sales forecasts, as necessary, to maintain accuracy; monitor accuracy of load forecasts on a monthly basis; consider adjustments 28 SD #4884-7906-9254 v1
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to such forecasts if observed variances exceeds threshold of 5% forecast error.
(b) Electric Supply Management:
• Develop and maintain load and resource balance models to identify incremental electric procurement needs in consideration of quantified open positions, CalChoice resource and risk management policies, and applicable regulatory requirements; coordinate with management to develop and implement procurement strategies to address electric resource needs. • Support procurement and/or sales of energy (e.g., system energy, renewable energy, and/or greenhouse-gas free energy) and capacity (resource adequacy) products, including preparing requisite solicitation documents, participating in supplier/developer communications, providing analytical support during proposal/bid evaluation, coordinating with CalChoice’s designated transactional counsel regarding the negotiation of commercial contract terms, and other related, as-needed activities. • Annually, prepare and update ten-year load and resource projections, encompassing both supply and demand side resources.
• Review and validate periodic invoices received from CalChoice’s Scheduling Coordinator(s) and electric suppliers to ensure charges are consistent with contract terms; bring any identified discrepancies to management’s attention; and support attempts to resolve issues with counterparties.
• Monitor energy market activities, including pricing trends and forward curves related to market energy, renewable energy and capacity. • Maintain/manage relationships with qualified suppliers of requisite energy products: participate in periodic calls, email exchanges and other communications with and/or on behalf of CalChoice.
(c) Risk Management:
• Maintain an energy trading and risk management system (ETRM) for tracking and reporting all energy and capacity transactions completed by CalChoice.
• Determine the best method(s) and/or system(s) to aggregate and track positions, value (of such positions) and risks as well as establish tolerance bands for such considerations that are reflective of CalChoice’s risk preferences.
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• Perform scenario analyses, as needed, to determine the potential range of outcomes and impacts to CalChoice’s supply portfolio that could result from various changes in market conditions, etc.
(d) Regulatory Compliance:
• Assist with management of CalChoice’s renewable energy portfolio per state/program standards as well as any internally adopted renewable energy targets that may be established by CalChoice’s leadership; prepare RPS compliance templates and serve as CalChoice’s liaison with pertinent regulatory agencies for matters related to RPS compliance. • Assist with management of CalChoice’s WREGIS accounts and various subaccounts, including report preparation, certificate transfer review and retirement (to facilitate CalChoice’s demonstration of compliance) and other account management activities.
• Manage resource adequacy compliance activities per state/program standards; prepare year-ahead and month-ahead peak demand forecasts and resource adequacy compliance demonstration filings; coordinate with CalChoice’s Scheduling Coordinator(s) and regulatory agencies to address and resolve as possible any discrepancies that may arise during compliance review.
• Provide data analysis and assist in preparing reports related to the California’s Power Source Disclosure Program, including technical elements of Power Content Label development and review; such support may also entail regulatory liaison activities required to successfully complete applicable reports and/or responding to questions that may be received from the California Energy Commission in this regard.
• Prepare compliance filings pursuant to the CEC’s biennial Integrated Energy Policy Report, Quarterly Fuels and Energy Report, and the U.S. Energy Information Agency monthly EIA-826 and annual EIA-861 reports. • Assist in preparing responses to periodic data requests from regulatory agencies including the semi-annual PCIA RPS data request, the quarterly PCIA RA data request, and the CAISO’s annual flexible capacity needs assessment.
• Assist in preparing Joint Rate Comparisons.
• Prepare required compliance documentation, as identified in this section, and coordinate with CalChoice’s selected regulatory counsel, staff or other contractors who will be responsible for formal submission of filings to the appropriate regulatory body.
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2. Rate Setting, Financial Modeling & Performance Reporting Consultant will maintain a working pro forma financial model for CalChoice’s use in budgeting, cash flow planning, financial performance monitoring, and SCE scenario analyses. Consultant will design customer electric rates and update rates for approval by CalChoice’s governing board on an annual basis – such rates will be established at sufficient levels to meet adopted financial targets. Consultant will provide technical rate support, including periodic monitoring of SCE rate changes to the extent such changes are expected to materially impact customer cost comparisons. Consultant will also provide assistance with the preparation of joint cost comparison models. The following tasks are included as part of this service:
(a) Rate-setting
• Annually, develop proposed CalChoice rate schedules; SCE benchmarking; billing determinant (e.g., Time of Use energy) forecast; present and proposed rate revenue forecast.
• Collaborate with staff and CalChoice leadership and designated representatives of Member Communities, as necessary, for matters related to rate changes, including the development of new rate designs or options that may be required by CalChoice to promote consistency/compatibility with rate designs/options offered by SCE.
• Monitor realized rate revenue vs. projections to identify necessary rate changes.
• In cooperation with CalChoice’s designated Regulatory Counsel and/or Staff, monitor SCE rates and surcharges for purposes of assisting CalChoice with preparation of mandated joint cost comparisons.
(b) Financial Model (pro forma)
• Develop and maintain pro forma financial models of monthly income/expense projections, cash flows and cash balances. • Update pro forma models as necessary to incorporate current load, resource and market data; monitor accuracy of financial projections on monthly basis; assist in reconciling budget variances.
• Prepare forecast of power supply and other expenses for annual budget. • Prepare draft annual budget for the CalChoice in cooperation with CalChoice management and accountants.
• As necessary, coordinate with CalChoice and its financial advisors with regard to matters that may impact CalChoice’s financial standing, debt 31 SD #4884-7906-9254 v1
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levels, electric rates, annual budget, resource planning and other key concerns.

3. Other Regulatory Compliance Support & Additional Services Additional services not otherwise specified herein may be provided upon request by CalChoice, subject to a mutually agreeable schedule for completion. Fees for such services shall be billed on a time-and-materials basis at the hourly rates set forth below. Examples of such services may include those reflected in the following non-exhaustive list:
• Assistance in preparing the CPUC-required annual RPS Procurement Plan data templates and relevant portions of the required narrative, including coordination with designees of CalChoice and/or Member Communities regarding elements of the RPS Procurement Plan that may require input from such individuals.
• Assistance in preparing CPUC-required biennial Integrated Resource Plan data templates and relevant portions of the required narrative, including coordination with designees of CalChoice and/or Member Communities regarding elements of the biennial Integrated Resource Plan that may require input from such individuals.
• Support for responding to data requests from regulatory bodies, trade associations, etc., not otherwise specified in Tasks 1 or 2 above. 32 - 15 -
Pacific Energy Advisors
CalChoice Partner City Technical Support Services Agreement – 3.6.2026 DRAFT Fee for Performance of Services: Services related to Task 1, Power Resources Management, and Task 2, Rate Setting, Financial Modeling & Performance Reporting, as described above, shall be billed monthly to each CalChoice member based on information provided in the table below. Any services rendered in relation to Task 3, Other Regulatory Compliance Support & Additional Services, shall be billed on a time-and-materials basis in consideration of the hourly rates set forth below.

Annual Fee Adjustment: Commencing January 1, 2027, and on each January 1st thereafter during the term of this Agreement and any extension thereof, the monthly fee per member shall be adjusted by the percentage change in the Employment Cost Index (ECI) for private industry workers, total compensation, as published by the U.S. Bureau of Labor Statistics (BLS) and reported for the month of September of the preceding year (the “Fee Adjustment Factor”). The adjusted monthly fee shall become effective January 1 of the following year. For example, the ECI released in September 2026 shall be used to adjust the monthly fee in effect in January 2027 and throughout the 2027 calendar year.

Notwithstanding the foregoing, the aggregate of all fees and charges billed by Consultant to CalChoice under this Agreement — including the Fixed Monthly Fee, any Annual Fee Adjustment, and any time-and-materials charges for Task 3 services — shall not exceed $285,000 per CalChoice member per calendar year. In the event that application of the Annual Fee Adjustment would cause aggregate charges to exceed the Annual NTE, the Fixed Monthly Fee shall be adjusted downward as necessary to remain within the Annual NTE.

Consultant shall provide CalChoice with written notice of the adjusted rate no later than December 1 of each year, or within 15 days following BLS publication of the September ECI, whichever is later; provided, however, that in no event shall such notice be provided later than January 15 of the year in which the adjustment is to take effect. In the event that the September ECI has not been published prior to January 15, the parties shall use the most recently published ECI data available at that time, and the adjusted rate shall become effective February 1 of that year rather than January 1. In no event shall any annual escalation under this Section result in a reduction of the monthly fee.

Service Delivery Period Consultant Service Fee
July through December 2026 $20,400 per Member
January through December 2027 $20,400 per Member,
escalated in
consideration of the Fee
Adjustment Factor (the
“2027 Per-Member
Fee”)
January through December 2028 The 2027 Per-Member
Fee, escalated in
consideration of the Fee
Adjustment Factor (the
“2028 Per-Member
Fee”)
January through June 2029 The 2028 Per-Member
Fee, escalated in
consideration of the Fee
Adjustment Factor (the
33 - 16 -
Pacific Energy Advisors
CalChoice Partner City Technical Support Services Agreement – 3.6.2026 DRAFT “2029 Per-Member
Fee”)
July through December 2029* The 2029 Per-Member
Fee
January through December
2030*
The 2029 Per-Member
Fee, escalated in
consideration of the Fee
Adjustment Factor (the
“2030 Per-Member
Fee”)
January through June 2031* The 2030 Per-Member
Fee, escalated in
consideration of the Fee
Adjustment Factor (the
“2031 Per-Member
Fee”)
*Applicable if CalChoice and Consultant mutually agree to extend the Agreement, consistent with Section 10 (above).

Professional Service Rates
Staff Hourly Rate*
Senior Executive Staff (examples, current staff:

John Dalessi and Kirby Dusel) $410
Managing Director $390
Director (example, current staff: Alden Walden) $370
Associate Director $350
Managing Consultant (example, current staff:

James Parker)
$330
Senior Consultant $310
Consultant (example, current staff: John
Sanchez) $290
Analyst II (example, current staff: Travis Thai) $275
Analyst (examples, current staff: Sabrina
Saypanya and John “J.R.” Dusel) $260
Junior Analyst/Intern $180
*Each Hourly Rate will be increased by 3% on January 1st of each year (e.g., the Managing Consultant rate will increase from $330/hour to $339.90/hour on January 1, 2027) Consultant will be reimbursed for actual travel expenses incurred in the performance of the work for all travel explicitly requested by CalChoice.
34 - 17 -
Pacific Energy Advisors
CalChoice Partner City Technical Support Services Agreement – 3.6.2026 DRAFT

EXHIBIT B

CALCHOICE MEMBERS
City of Lancaster (“Lancaster Energy”, “Lancaster Choice Energy” or “LCE”) City of Palmdale (“Energy for Palmdale’s Independent Choice” or “EPIC”) City of Pico Rivera (“Pico Rivera Innovative Municipal Energy” or “PRIME”) City of Pomona (“Pomona Choice Energy” of “PCE”)
City of Rancho Mirage (“Rancho Mirage Energy Authority” or “RMEA”) City of San Jacinto (“San Jacinto Power” or “SJP”)
City of Santa Barbara (“Santa Barbara Clean Energy” or “SBCE”) Town of Apple Valley (“Apple Valley Choice Energy” or “AVCE”) 35 STAFF REPORT
California Choice Energy Authority
5/19/26
RJ
Date: May 19, 2026
To: Chair Harris and Authority Members
From: Robert Johnson, Interim Chief Executive Officer
Item 4: Consider Approval of Professional Services Agreement with the Bayshore Consulting Group, Inc. for Member Operational Support Services ______________________________________________________________________ Recommendation:

Approve a Professional Services Agreement with The Bayshore Consulting Group, Inc. for Member operational support services for each of CalChoice’s eight member agencies in an amount not to exceed $36,638 per member per calendar year for a total annual contract value not to exceed $293,104, effective July 1, 2026, for an initial term of twelve (12) months, plus two (2) automatic one-year extensions with an option to extend the term upon mutual written agreement of the parties; and authorize the Interim Chief Executive Officer, or his designee, to execute the Agreement and any related documents in substantially the form presented, subject to final approval as to form by Authority General Counsel.

Fiscal Impact:

There is no direct fiscal impact to the California Choice Energy Authority (CalChoice). The fees payable under the Agreement are passed through to the individual members through the monthly Administrative Services invoice.

Background:

Lancaster Energy, Apple Valley Choice Energy, San Jacinto Power, Pico Rivera Innovative Municipal Energy, Rancho Mirage Energy Authority, Energy for Palmdale’s Independent Choice, Santa Barbara Clean Energy, and Pomona Choice Energy. 36 Item 4
Bayshore Professional Services Agreement
Bayshore has served as CalChoice’s member operational support consultant since 2018 providing accounting, invoice processing, cash management, rate setting, joint rate comparison analysis and preparation, California Public Utilities Commission complaint response and other support as requested to all member programs. This agreement covers support that is for an individual CCA and not the benefit of the entire CalChoice group. This ensures that services provided to one member are not paid for by another member.

Attachment:

Attachment A – Professional Services Agreement between California Choice Energy Authority and The Bayshore Consulting Group, Inc., effective July 1, 2026. 37 - 1 -
The Bayshore Consulting Group, Inc.

CalChoice Partner City Technical Support Services Agreement

AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
THIS AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES (“Agreement”) is made and entered into this 1
st day of July 2026, by and between the CALIFORNIA CHOICE ENERGY AUTHORITY, a joint powers authority, (“CalChoice”), and THE BAYSHORE CONSULTING GROUP, INC (“Consultant”) (collectively, sometimes referred to hereinafter as the “Parties”).

RECITALS
WHEREAS, CalChoice desires to engage Consultant to perform certain technical and professional services, as provided herein, identified as:

California Choice Energy Authority Member Operational Support Services (the “Services”) WHEREAS, the principal members of Consultant are qualified and duly registered/licensed under the laws of the State of California, and Consultant desires to accept such engagement; WHEREAS, CalChoice and Consultant previously entered into that certain Agreement for Professional Consulting Services dated June 23, 2021, (the “Prior Agreement”); WHEREAS, the Parties desire to supersede and replace the Prior Agreement in its entirety with this Agreement;
WHEREAS, certain public agencies listed on Exhibit B attached hereto are members of CalChoice (individually, each a “Member” and, collectively, the “Members”), which Members are express third party beneficiaries of this Agreement; and WHEREAS, CalChoice and Consultant desire to set forth the terms and conditions of this Agreement by which Consultant shall provide Services as set forth in Exhibit A hereto to CalChoice for the benefit of the Members, and Consultant shall be paid for the Services in accordance with the terms and conditions herein.

NOW, THEREFORE, the parties agree as follows:

1. Parties to the Agreement.

For purposes of this Agreement, “Chief Executive Officer” or “CEO” means the Chief Executive Officer of CalChoice, whether serving in a permanent, interim, or acting capacity, or such person’s authorized designee.
38 Item 4 Attachment
- 2 -
The Bayshore Consulting Group, Inc.

CalChoice Partner City Technical Support Services Agreement The parties to this Agreement are:

A. CalChoice: California Choice Energy Authority
B. CONSULTANT: The Bayshore Consulting Group, Inc.

2. Notices. All written notices required by or related to this Agreement shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this Agreement shall refuse to accept such mail; parties to this Agreement shall promptly inform the other party of any changes of address. All notices required by this Agreement are effective on the day of receipt, unless otherwise indicated herein.

CalChoice: California Choice Energy Authority
Attn: Chief Executive Officer (CEO)
44933 North Fern Avenue
Lancaster, California 93534
CONSULTANT: The Bayshore Group, Inc.

Barbara Boswell, Partner
626 W. Lancaster Bl
Lancaster, CA. 93534

4. Description of Work. CalChoice hereby engages Consultant, and Consultant accepts such engagement, to perform the professional services set forth in the “Scope of Services,” attached hereto as Exhibit “A” and incorporated herein by reference. Consultant shall perform and complete, in a manner satisfactory to CalChoice, all work and services set forth in Exhibit “A.” The CEO or his designee shall have the right to review and inspect the work during the course of its performance at such times as may be specified by the CEO, or his designee.

5. Obligations of CalChoice.

A. CalChoice shall pay Consultant an amount not to exceed $36,638 per Member as listed in Exhibit B for all work necessary to complete the Services, as described in the Scope of Services. CalChoice shall be invoiced at $3,053.16 per month per Member. Payments shall be due within thirty (30) days following Consultant’s submittal of an invoice to CalChoice. In the event the Parties mutually agree in writing that additional work is required beyond the not-to-exceed fee set forth above, Consultant shall submit invoices detailing the additional task(s) performed and the time spent on each task.

CalChoice Partner City Technical Support Services Agreement

6. Obligations of the Consultant.

A. Consultant shall perform as required by this Agreement and in accordance with the Scope of Services set forth in Exhibit A.

C. Consultant shall be responsible for payment of all employees’ wages and benefits and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security.

D. Consultant shall not subcontract any of the work required to perform the Services without the express prior written approval of CalChoice.

7. Hold Harmless and Indemnification. Consultant agrees to indemnify and hold harmless CalChoice, its officers and employees, from and against any and all third party claims, losses, obligations, or liabilities whatsoever, including reasonable attorney’s fees, incurred to the extent arising out of or related to Consultant’s negligent or willful wrongful acts, errors or omissions, or those of its employees or agents. Consultant agrees to defend CalChoice, its officers and employees, using counsel of CalChoice’s choosing, from and against any and all claims covered by the indemnity in the preceding sentence.

CalChoice agrees to indemnify and hold harmless Consultant, its employees and agents, from and against any and all third party claims, losses, obligations, or liabilities whatsoever, including reasonable attorney’s fees, incurred to the extent arising out of or related to CalChoice’s negligent or willful wrongful acts, errors or omissions, or those of its officers or employees in relation to this Agreement. CalChoice agrees to defend Consultant, its employees and agents, using counsel of Consultant’s choosing, from and against any and all claims covered by the indemnity in the preceding sentence; provided, however, that this indemnification and hold harmless shall not include any claims to the extent they arise from the negligence or willful misconduct of the Consultant, its employees or agents.

8. Amendments. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon mutual written approval by CalChoice and Consultant.

9. Non-Discrimination and Equal Employment Opportunity.

CalChoice Partner City Technical Support Services Agreement subcontractors for purposes of determining compliance with the equal employment opportunity and non-discrimination provisions of this Section.

10. Term; Effective Date. This Agreement shall become effective and shall be in full force and effect upon the execution of the Agreement by CalChoice and the Consultant. This Agreement shall continue in full force and effect for twelve (12) months, plus two (2) automatic one-year extensions, from the Effective Date of the Agreement (the “Term”), unless the Agreement is sooner terminated in accordance with this Agreement; provided, however, that CalChoice and the Consultant may mutually agree in writing to extend the Term of this Agreement.

11. Termination.

A. For Convenience. CalChoice may terminate this Agreement at any time without cause by giving thirty (30) days written notice to the other party of such termination and specifying the effective date thereof. In the event of termination of this Agreement, whether for convenience or cause, Consultant will be paid for work completed through the date of termination within thirty (30) days following submittal of a final invoice.

B. For Cause. If Consultant fails to perform the services called for by this Agreement or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, Consultant shall correct such failure within ten (10) days (or such longer period that CalChoice may authorize in writing) after receipt of notice from the City specifying such failure. Should the failure not be corrected within this time period, CalChoice may immediately terminate the Agreement by written notice to Consultant.

C. In the event of termination, whether for convenience or cause, reports, plans, studies and other documents related to the Services that have been delivered to CalChoice shall become CalChoice’s property.

D. Consultant may terminate this Agreement at any time without cause by giving ninety (90) days written notice to CalChoice of such termination and specifying the effective date thereof.

13. Insurance.

Commercial General Liability
Each Occurrence $1,000,000
General Aggregate $2,000,000
Including Products/Completed Operations
Including Contractual Liability/Independent Contractors 41 - 5 -
The Bayshore Consulting Group, Inc.

CalChoice Partner City Technical Support Services Agreement Including Property Damage
Commercial Automobile Liability
Combined Single Limit per Accident for
Bodily Injury and Property Damage $1,000,000
Workers Compensation
As Required by the State of California Statutory Limits Employer’s Liability
Each Accident $1,000,000
Bodily Injury by Disease $1,000,000
Each Employee $1,000,000
Professional Liability
Each Occurrence $2,000,000
General Aggregate $2,000,000
B. General Liability insurance shall be at least as broad as ISO form CG2010 11/85 or CG2010 07/04 and CG2037 07/04 combined, or an equivalent providing ongoing and completed operations. Commercial Auto coverage shall be at least as broad as ISO form CA00 01.

C. The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insured’s liability.

G. The coverage provided under this Agreement shall not contain any special limitations on the scope of protection afforded to CalChoice.

H. Insurance provided and maintained by Consultant must be placed with insurers with a rating of A-, VIII or better by Best’s Key Rating Guide, latest edition.

I. Insurance written on a “claims made” basis must be renewed for a period of five (5) years after this contract expires or is terminated. Such insurance must have the same coverage and limits as the policy that was in effect during the term of this contract and will cover Consultant for all 42 - 6 -
The Bayshore Consulting Group, Inc.

CalChoice Partner City Technical Support Services Agreement claims made by CalChoice arising out of any acts or omissions of Consultant or its officers, employees, or agents during the time this Agreement was in effect.

All certificates and endorsements are to be received and approved by CalChoice before work commences. CalChoice reserves the right to require complete, certified copies of all required insurance policies at any time.

K. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to CalChoice.

FOR PROFESSIONAL CONSULTANT SERVICES
California Choice Energy Authority, its board of directors, officers, employees, contractors and representatives are included as additional covered parties, but only insofar as the operations under this contract are concerned. (3) List in the “Certificate Holder” section:

California Choice Energy Authority, 44933 Fern Avenue, Lancaster, California 93534.

14. Ownership of Documents. All plans, specifications, reports, studies, maps and other documents prepared or obtained by Consultant in the course of performing the work and are required by this Agreement to be delivered to CalChoice shall be the property of CalChoice. Basic sketches, charts, computations and similar data prepared or obtained by Consultant under this Agreement shall, upon request, be made available to CalChoice without restriction or limitation on their use. Notwithstanding 43 - 7 -
The Bayshore Consulting Group, Inc.

CalChoice Partner City Technical Support Services Agreement the foregoing, CalChoice shall not obtain or retain any rights in or ownership to any of Consultant’s systems, documents, and/or intellectual property developed, produced, discover, or created by Consultant before the execution of the Agreement or in connection with service performed outside of this Agreement.

16. Consultant’s Warranties and Representations.

Consultant warrants and represents to CalChoice as follows:

A. Consultant has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement.

B. Consultant has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the execution of this Agreement. Upon any breach or violation of this warranty, CalChoice shall have the right, in its sole discretion, to terminate this Agreement without further liability, or, in the alternative, to deduct from any sums payable hereunder the full amount or value of any such fee, commission, percentage or gift.

18. Resolution of Disputes.

A. Disputes regarding the interpretation or application of any provisions of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the parties.

B. If the parties cannot resolve the dispute through good faith negotiations, either party may give Notice of Dispute to the other party. The Notice of Dispute shall state the nature of the dispute and the corrective action necessary to remedy the dispute.

After Notice of Dispute, the parties shall first attempt to resolve any disputes by mediation. The parties shall agree on a single mediator. Mediation shall be conducted in Lancaster, California. Each party shall pay its own attorneys’ fees and the costs of mediation shall be split equally between the parties.
44 - 8 -
The Bayshore Consulting Group, Inc.

CalChoice Partner City Technical Support Services Agreement If the dispute has not been resolved by mediation within 45 days after Notice of Dispute, or the parties are unable to agree to a mediator, within 15 days after Notice of Dispute, then, the dispute may, upon agreement of the parties be resolved by binding arbitration.

19. Exhibits.

The following exhibits to which reference is made in this Agreement are deemed incorporated herein in their entirety as though set forth in full:

Exhibit “A” Scope of Services
Exhibit “B” List of Members

20. Governing Law/Venue.

This Agreement shall be governed by the laws of the State of California; venue shall be in the Superior Court of Los Angeles County.

21. Effective Date.

This Agreement shall become effective as of the date set forth above on which the last of the parties, whether CalChoice or Consultant, executes said Agreement.

22. Entire Agreement.

This agreement represents the entire and integrated agreement between CalChoice and Consultant and supersedes all prior negotiations, representations or agreements, either written or oral, including, but not limited to, the Original Agreements. This agreement may be modified or amended only by a subsequent written agreement signed by both parties.

23. No Waiver.

No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach.
45 - 9 -
The Bayshore Consulting Group, Inc.

CalChoice Partner City Technical Support Services Agreement IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

THE BAYSHORE CONSULTING GROUP, INC.

By:

Barbara Boswell, Partner
Dated:

CALIFORNIA CHOICE ENERGY AUTHORITY
By:

Robert Johnson, Interim Chief Executive Officer
Dated:

ATTEST:

Kevin Tonoian, Interim Authority Secretary
APPROVED AS TO FORM:

Allison E. Burns, Authority Counsel
46 - 10 -
The Bayshore Consulting Group, Inc.

CalChoice Partner City Technical Support Services Agreement

EXHIBIT A

SCOPE OF SERVICES
The work to be performed under this contract shall include for each Member identified in Exhibit B:

ON-GOING ADMINISTRATIVE SUPPORT

1. Coordinate and manage contract with third party suppliers and service providers on behalf of the partner city.

2. Meet on an as-needed basis (in person or via telephone or video conference) with third-party suppliers and providers on behalf of the partner city.

3. Meet periodically with CalChoice to review partner city results and activities, update on regulatory changes and provide oversight on conformance.

4. Represent and work with partner city on required program audits.

5. Provide individual member accounting services, to include, but not limited to: distribution certificate processing, lockbox analysis and reconciliation, cash flow analysis, accounts receivable tracking, year-end city audit support, Provider of Last Resort (POLR) tracking and reporting and NEM true-up processing.

6. Rate setting support.

7. Preparation of Joint Rate Comparison, Joint Rate Mailers and Power Content Labels.

Fee for Performance of Services: $3,053.16 per month per Member, not to exceed $36,638.00 (adjusted annually on January 1 as described below) over a twelve (12) month period per Member, plus actual travel expenses in an amount not to exceed $5,000.00 over a twelve (12) month period per Member.

Fees to be billed monthly. Bayshore fees are to be adjusted annually on January 1st of each year based on the Bureau of Labor Statistics, Employment Cost Index, 12-month percentage change effective September of the year immediately prior to the effective date.

Any additional services that the Parties mutually agree in writing are necessary that exceed the limits set forth above shall be billed based on the rate schedule below. Consultant shall submit invoices detailing the additional task(s) performed and the time spent on each task.

POSITION HOURLY RATE EFFECTIVE 7/1/2026
Accounting Manager $129.00
Projects Manager $129.00
Analyst $129.00
Hourly rates to be adjusted annually on January 1st of each year based on the Bureau of Labor Statistics, Employment Cost Index, 12-month percentage change effective September of the year immediately prior to the effective date.
47 - 11 -
The Bayshore Consulting Group, Inc.

CalChoice Partner City Technical Support Services Agreement

EXHIBIT B

LIST OF MEMBERS
• Town of Apple Valley
• City of Lancaster
• City of Palmdale
• City of Pico Rivera
• City of Pomona
• City of Rancho Mirage
• City of San Jacinto
• City of Santa Barbara
48 STAFF REPORT
California Choice Energy Authority
5/19/26
RJ
Date: May 19, 2026
To: Chair Harris and Authority Members
From: Barbara Boswell, Treasurer
Item 5: Receive Report on Vacancies, Recruitment, and Retention Efforts in Compliance with Assembly Bill 2561
______________________________________________________________________ Recommendation:

Conduct Public Hearing and receive Report on Vacancies, Recruitment, and Retention Efforts in compliance with Assembly Bill 2561.

Fiscal Impact:

There is no fiscal impact to the California Choice Energy Authority (CalChoice).

Background:

Assembly Bill 2561 (AB2561), effective January 1, 2025, added Government Code section 3502.3, which requires California local public agencies hold an annual public hearing to report on job vacancies, recruitment and retention efforts. This public hearing must be held prior to the adoption of the annual budget.

During the hearing, the public agency is required to identify any necessary changes to policies, procedures, and recruitment activities that may lead to obstacles in the hiring process. The law also allows recognized employee organizations an opportunity to present at the public hearing, however, CalChoice does not have a recognized employee organization.

Status of Job Vacancies
For the Fiscal Year (FY) 2025/2026, CalChoice did not have any regular positions and as a result there were no vacancies. The proposed budget does not include or propose any new regular positions.

Attachment:

None
49 LEGAL NOTICE

CALIFORNIA CHOICE ENERGY AUTHORITY

NOTICE OF PUBLIC HEARING
NOTICE IS HEREBY GIVEN that at the meeting to be held at 1:00 p.m. on Tuesday May 19, 2026, in the Lancaster City Council Chambers located at 44933 Fern Avenue, Lancaster, CA, the Board of Directors of California Choice Energy Authority will conduct a public hearing pursuant to Assembly Bill 2561 (Government code Section 3502.3) to report on current status of job vacancies with the Authority and to discuss recruitment and retention efforts.

DATE OF HEARING: Tuesday May 19, 2026
TIME OF HEARING: 1:00 p.m.

PLACE OF HEARING: Lancaster City Council Chambers
44933 Fern Avenue
All persons having information relevant to the proposed subject are hereby invited to appear at the time and place stated above to present such information to the Board Members; or, prior to the hearing, any written correspondence may be submitted to the Lancaster City Clerk at 44933 Fern Avenue, Lancaster California, 93534, or by calling the California Choice Energy Authority Office at (888) 639-2411 with comments relative to this public hearing.

In compliance with the Americans with Disabilities Act, this meeting will be held at a location accessible to persons with disabilities; if you need special assistance to participate in this public meeting, please contact the Lancaster City Clerk at (661)723- 6020. TDD users may call the California TDD Relay Service at 1-800-735-2922. Services such as American Sign Language interpreters, a reader during the meeting, auxiliary aids, large print copies of the agenda, and/or translation assistance for non-English speakers are available upon reasonable and timely request. To ensure availability, you are advised to make your request at least 72 hours prior to the meeting/event you wish to attend. Due to difficulties in securing sign language interpreters, five or more business days’ notice is strongly recommended. For additional information, please contact the Lancaster City Clerk at (661)723-6020.
_____________________________ DATED: May 9, 2026

KEVIN TONOIAN
Interim Board Secretary
California Choice Energy Authority
------------------------------------------------------------------------------------------------------------------ Published: Saturday, May 9, 2026 Antelope Valley Press
Thursday, May 14, 2026
Posted: Friday May 15, 2026 Lancaster City Hall
50 Item 5 Attachment

STAFF REPORT
California Choice Energy Authority
05/19/2026
RJ
Date: May 19, 2026
To: Chair Harris and Authority Members
From: Kathy Wells, Energy Programs Manager
Item 6: Receive California Choice Energy Authority Programs Update ___________________________________________________________________________ Recommendation:

Receive California Choice Energy Authority Programs update.

Fiscal Impact:

There is no fiscal impact to California Choice Energy Authority (CalChoice).

Background:

The CalChoice Programs Advisory Committee was established in 2025 to determine common goals and interest in CalChoice’s overall program offerings and to establish criteria for the development of new and future energy programs on behalf of all CalChoice members. The committee consists of engaged representatives from each CalChoice CCA who meet monthly to discuss CalChoice energy programs.

This report provides an update of program related activity.

Attachment:

CalChoice Programs Update Presentation
51 CalChoice Board of Directors Meeting
May 19, 2026
Kathy Wells, Energy Programs Manager
Energy Programs Update
Item 6 Attachment
2026 Programs at-a-Glance
Equity
DAC-GT Solar

CARE/FERA
EBD Energy
Efficiency
Income-Eligible
Residential
Direct Install
Energy
Efficiency
Joint CCA ETA
Energy
Efficiency
Small Business
Direct Install
Solar +
Storage
Power Choice
Residential
Power Choice
Battery Retrofit
Power Choice+
C&I and Muni
Virtual
Power Plant
Distributed
Energy
Resources
Management
System
PAC Program Strategic Focus Recommendations

1. Affordability First

2. Maximize Impact with Limited Resources

3. Equity and Inclusion

4. Diversification of Programs Types

5. Support Local Climate Goals / Increase community
outreach & education

JAN FEB MAR APR MAY JUNE JULY AUG SEPT OCT NOV DEC
Joint CCAs Energy
Efficiency ETA
Supplemental
Advice Letter (AL)
filed with CPUC
TODAY
2026 2027

BOARD MEETING
Anticipate
CPUC
approval for

ETA EE AL
DACGT
automatic customer
enrollment begins by
Calpine
ETA EE
award RFP &
schedule kick off with
CCAs

BOARD MEETING

POWERCHOICE
EV Giveaway
contest awarded for
each CCA
EE ETA
program
launch

BOARD MEETING

DERMS/DR
program launch

DERMS/DR
Finalize MSA &
scope of work for
Board for approval
2026 Programs Activity Forecast
EBD
(Equitable Bldg. Decarbonization)
Scheduled kick off calls with
CBOs and CCAs

BOARD MEETING
DERMS contract
approval request
DACGT
Program
Launch
ETA EE
issue RFP for EE
DACGT implementer
2025/2027
budget filing
with CPUC
EBD
program
POWERCHOICE launch
EV Giveaway
contest underway
DERMS Working
Groups begin with
PAC
DACGT
CPUC Filing: Request for
added program capacity
and budget for POME, EPIC,
& SBCE

STAFF REPORT
California Choice Energy Authority
05/19/2026
RJ
Date: May 19, 2026
To: Chair Harris and Authority Members
From: Kathy Wells, Energy Programs Manager
Item 7: Consider approval of Main Services Agreement with Lunar Energy, Inc. in annual not to exceed amount of $120,000.
___________________________________________________________________________ Recommendation:

Approve Main Services Agreement with Lunar Energy, Inc. for a Distributed Energy Resources Management System (DERMS) and design of a future demand response program; and authorize the Interim Chief Executive Officer, or his designee, to execute the Agreement and any related documents in substantially the form presented, subject to final approval as to form by Authority General Counsel.

Fiscal Impact:
$60,000 one-time set-up fee and $120,000 ongoing annual service and maintenance fee. The one-time set-up fee and ongoing annual service fees will be a pass-through charge from California Choice Energy Authority (CalChoice) to the participating member agencies at a one-time cost of $7,500 and on-going $1,250 per month assuming all eight member agencies participate.

Background:

In response to request from its Members, CalChoice has long been determined to develop a customer demand response program offering for its members, to not only incentivize customers to reduce their electricity usage during peak demand days when market prices are highest in exchange for financial incentives, but also to provide the member agency community choice aggregation (CCA) programs a cost savings benefit when distributed energy resource (DER) customers use less energy during peak demand response events.

Over the past few years, CalChoice member CCAs have seen an expansive deployment of DER assets, such as rooftop solar and battery storage systems, smart thermostats, and electric vehicles, through various energy programs offered in their jurisdictions. With the deployment of the DERMS, CalChoice could establish a virtual power plant (VPP) to aggregate assets for the benefit of its member CCAs. Through a VPP, each CCA may create a demand response program to monitor and control a fleet of assets to modify energy usage load when power is expensive, and to reduce stress on the grid during called events and/or during certain market conditions.
55 Item 7
Lunar Energy Main Services Agreement
2 The implementation of such a program requires a third-party supplier to provide the DERMS software for management of the devices. In addition, it requires an experienced program administrator to establish a future demand response incentive offering for CalChoice member CCAs’ customers. The program administrator will also be responsible for integrating and coordinating DER assets with third-party owners.

Program Development History:

In May 2021, CalChoice began exploring the development of a DER program for its CCA members. CalChoice released a solicitation for a “Behind-the-meter DER Program” to evaluate, develop, and manage a solar and battery storage customer program offering for its CCAs.

CalChoice received four bids, and ultimately selected Terra Verde as the program administrator in June 2021. The awarded proposal included four phases: program feasibility, program development, program implementation, and asset management, with a “go or no-go” caveat for CalChoice; if the program feasibility phase produced results that determined the program was not feasible, and CalChoice elected not to move forward as a result, there would be no cost to CalChoice.

By June 2022, Terra Verde and CalChoice were unable to agree on the program contracting structure and feasibility to deploy a cost-effective program during the initial phase. As such, CalChoice determined the proposed program was no longer viable and terminated the project, resulting in no out-of-pocket costs to CalChoice.

In early 2025, CalChoice was made aware of a joint solicitation completed by Silicon Valley Clean Energy (SVCE) and Peninsula Clean Energy (PCE) for the development and implementation of a DERMS program for their respective CCAs. This Request for Proposal (RFP) included a “piggyback” clause that would allow CalChoice to leverage its solicitation efforts and engage the awarded supplier. SVCE and PCE received several proposals and ultimately chose Lunar Energy, Inc. (Lunar Energy) following an arduous selection and evaluation process. CalChoice staff reviewed the RFP documents for compliance with CalChoice procurement policy.

In May 2025, CalChoice staff and the Programs Advisory Committee (PAC) reviewed and discussed the “piggyback” solicitation documents, including the proposal and final agreement with the selected supplier, Lunar Energy. It was determined that the scope of work not only aligned with CalChoice’s energy program goals but also satisfied all solicitation requirements had CalChoice issued its own RFP directly.

Subsequently, a subcommittee of the PAC engaged with Lunar Energy to review their project offer and to discuss program design, anticipated costs, and customer incentives. On February 17, 2026, Lunar Energy presented a program overview to the CalChoice Board outlining an initial program design for the CalChoice Members. The Board authorized staff to engage with Lunar Energy to negotiate a contract to be brought back to the Board at a future meeting.

Attached for Board consideration is a Main Services Agreement for the DERMS software set-up, maintenance and operations, program development, and administrative support between CalChoice and Lunar Energy.
56 Item 7
Lunar Energy Main Services Agreement
3 The PAC is recommending development of a demand response program via the DERMS beginning with existing residential battery storage devices. The first statement of work includes assets that have already been deployed through various CCA energy programs, including incentive rebate programs for installations with third party-owned assets, and the residential Power Choice program. Future phases will include capturing other existing DERS, such as smart thermostats and electric vehicles, by engaging with third party owners and aggregators through Lunar Energy’s extensive network.

As part of the expansion phase, Lunar Energy will partner with the PAC to develop incentive programs to capture additional addressable market share of controllable assets within member jurisdictions and will work with each of the member CCAs to create programs tailored to the energy goals for their communities.

Attachment:

Main Services Agreement with Lunar Energy, Inc.
57 1
LUNAR DRAFT 2/9/26

MAIN SERVICES AGREEMENT
This main services agreement (“Agreement“) is entered into and is effective as of [_____] (“Effective Date”), by and between California Choice Energy Authority, a joint powers authority formed under the laws of the State of California (“CalChoice”) and Lunar Energy, Inc., a Delaware corporation (“Service Provider”).

RECITALS
WHEREAS, CalChoice requires distributed energy resources management services, including Service Provider-hosted “software as a service” services (“Software Services”), as further described herein, with respect to certain of its information technology needs; WHEREAS, CalChoice requested a proposal from Service Provider for such services; WHEREAS, Service Provider has experience and expertise in the business of providing the required services;
WHEREAS, Service Provider submitted a proposal to CalChoice to provide such services to CalChoice; WHEREAS, CalChoice has selected Service Provider to provide and manage the services; WHEREAS, Service Provider wishes to perform the required services; and, WHEREAS, Service Provider has agreed to provide the required services to CalChoice, all on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement and each Scope, the parties hereby agree as follows:

1. The Services. This Agreement sets forth the terms and conditions under which Service Provider agrees to provide distributed energy resource management services to CalChoice and its Member Agencies for distributed energy resources such as residential solar battery systems, electric vehicles, electric vehicle supply equipment, smart thermostats, heat pump water heaters and to license to certain Service Provider-hosted software for the visibility and performance tracking of such management services (collectively, the “Services”).

The Parties shall enter into various “Scopes” in writing from time to time, for the provision of, access to and use of the Services (as appropriate), each Scope further describing the specific Services to be provided, payment terms, and any other terms the Parties mutually agree to.

Services include any software as a service (“Software Services”, as may be more particularly defined or identified in the applicable Scope) which are additionally governed by the terms and conditions of [Sections 1.2 and 1.3]. Once executed by both Parties, each Scope will be a unique agreement that automatically incorporates by reference the terms of this Agreement, and stands alone with respect to any other Scope. If there is a conflict between the terms of this Agreement and the terms of a Scope, the terms of the Scope will take precedence over this Agreement, but only with respect to the Services specified in that Scope. A breach or default by one Party under one Scope shall not automatically result in a breach or default by the same Party under a separate Scope unless the same circumstances result independently in a breach or default of such other independent Scope and the matter is separately enforced by the Parties to such Scope. Any amendment or modification made by the Parties to one Scope in accordance with its terms shall not serve to amend or modify this Agreement as it pertains to any other separate and independent Scope. Any amendment or modification by the Parties to a Scope, or waiver given by a Party under one Scope, shall only apply to amend, modify, or waive provisions of the separate and independent 58 Item 7 Attachment
2 Scope to which it relates. The first Scopes issued pursuant to this Section are attached hereto as addenda A, B, C and D (each, an “Addendum” and collectively the “Addenda”) to this Agreement.

1.1.1 Schedule. Where applicable, the Service Provider shall deliver the Services in accordance with the schedule set forth in each Scope, excepting any delays impacted by Force Majeure Events and Excused Events.

1.1.2 Compliance with All Laws. In providing the Services, the Service Provider shall comply with any and all applicable local, State and federal laws, statutes, standards, policies, and regulations including, but not limited to, the Americans with Disabilities Act, the Stored Communications Act, 18 U.S.C. Section 2701, et seq., California Civil Code Sections 1798.80 through 1798.84, and the California Consumer Privacy Act, Civil Code Section 1798.100, et seq.

1.1.3 Subcontractors. Except for any contracts with the subcontractors listed on Schedule 1 (or in the applicable Scope) or any entities that might acquire such subcontractors through a change of control, Service Provider shall not enter into any subcontracts for the performance of the Services or assign or transfer any of its rights or obligations under this Agreement (or such Scope), without CalChoice’s prior written consent and any attempt to do so shall be void and without further effect and shall be a material breach of this Agreement (with respect to such Scope). Service Provider’s use of subcontractors shall not relieve Service Provider of any of its duties or obligations under this Agreement (or such Scope).

1.1.4 Independent Contractors. Service Provider and its subcontractors are and at all times will be independent contractors. Service Provider has complete control over its operations and employees and is not an agent or employee of the CalChoice and must not represent or act as the CalChoice’s agent or employee. Service Provider agrees, on behalf of itself and its employees and subcontractors, that it does not have any rights to retirement benefits or other benefits accruing to CalChoice employees, and expressly waives any claim it may have to any such rights.

1.2 Software Services. Notwithstanding anything to the contrary, the following terms of this Section 1.2 are only applicable to the Software Services (as further described and as applicable in relation to each individual Scope):

Authorized Users. Unless otherwise limited herein, Service Provider grants CalChoice a renewable, irrevocable, nonexclusive, royalty-free, and worldwide right and license for any CalChoice employee, contractor, or agent, or any other individual or entity authorized by CalChoice, (each, an “Authorized User”) to access and use the Services; provided that no Authorized Users are permitted without Service Provider’s express written consent to (i) copy, transmit or modify the Software Services; (ii) decompile or reverse engineer the Software Services; (iii) use the Software Services to provide services to third parties; or (iv) sell or sublicense the Software Services. Other than any limitations otherwise described herein, Authorized Users will have no other limitations on their access to or use of the Services.

1.2.1 Unauthorized Use. CalChoice is responsible for the actions and omissions of its Authorized Users as if such actions and omissions were those of CalChoice. If there is unauthorized access and/or use by anyone who obtained access to the Services and/or Documentation directly or indirectly through CalChoice, CalChoice will notify Service Provider and take all steps reasonably necessary promptly to terminate such unauthorized access and/or use. CalChoice will cooperate and assist with any actions taken by the Service Provider to prevent or terminate 59 3
unauthorized access and/or use of the Services and/or any Documentation. The Service Provider reserves the right to suspend CalChoice’s or an Authorized User’s access to, or their account on, the Services if CalChoice materially breaches this Agreement, or the Service Provider reasonably believes that continued access to the Service would, or is reasonably likely to, cause harm to the Service Provider’s or a third party’s network or other computer systems, or upon the Service Provider’s request.

1.2.2 Acknowledgement of License Grant. For the purposes of 11 U.S.C. § 365(n), the parties acknowledge and agree that this Agreement constitutes a grant of a license to CalChoice to use intellectual property in software form, by Service Provider.

1.2.3 Control and Location of Services. The method and means of providing the Services shall be under the exclusive control, management, and supervision of Service Provider, giving due consideration to the written requests of CalChoice.

Any and all permitted cloud storage shall be in compliance with ISO 27001, as applicable, or successor standards thereto. Except as otherwise expressly set forth herein, the Services (including all data storage, including cloud-based storage), shall be provided solely from within the continental United States, and all such locations shall be disclosed to CalChoice annually and within thirty (30) days of the effective date of this Agreement. As part of providing the Services, Service Provider employees located outside of the continental United States may access CalChoice Data. CalChoice Data will at all times be stored on servers located within the continental United States.

1.2.4 Storage. The Services shall include the applicable allocation of base data storage.

1.2.5 [Test Group. In addition to production use of the Services, CalChoice is entitled to one test group for use by Authorized Users at no additional charge. Service Provider shall cooperate with CalChoice’s requests in managing the non-production environments such as refreshing CalChoice Data upon request.] [NTD:

Parties to confirm whether relevant]

1.2.6 Documentation. The documentation for the Services (“Documentation”) will accurately and completely describe the functions and features of the Services, including all subsequent revisions thereto. The Documentation shall be understandable by a typical end user and shall provide Authorized Users with sufficient instruction such that an Authorized User can become self-reliant with respect to access and use of the Services. CalChoice shall have the right to make any number of additional copies of the Documentation at no additional charge.

1.2.7 Changes in Functionality. During the term of this Agreement, Service Provider shall not reduce or eliminate material functionality in the Services. Where Service Provider has reduced or eliminated material functionality in the Services, CalChoice, at CalChoice’s sole election and in CalChoice’s sole determination, shall: (a) have, in addition to any other rights and remedies under this Agreement or at law, the right to immediately terminate this Agreement with respect to some or all of the Scopes where functionality has been reduced or eliminated and be entitled to a return of any prepaid fees; or, (b) determine the value of the reduced or eliminated functionality and Service Provider will immediately adjust the Services Fees accordingly on a prospective basis.

1.2.8 No Effect of Click-Through Terms and Conditions. Where an Authorized User may be required to “click through” or otherwise accept or be made subject to any online terms and conditions in accessing or using the Services, such terms and conditions 60 4
are not binding and shall have no force or effect as to the Services or this Agreement.

1.2.9 Modification of the Services. The CalChoice’s Chief Executive Officer, or designee, shall be authorized to waive, in writing, any of the Service Provider’s obligations with respect to the Services, where deemed to be in the CalChoice’s best interest, provided that no such modification shall result in any increase in the amount of the Services Fees.

1.3 Service Levels. Notwithstanding anything to the contrary, the following terms of this Section

1.3 are only applicable to the Software Services:

1.3.1 Service Levels. For the term of this Agreement (or applicable Scope), Service Provider shall provide the Services, Force Majeure events and Excused Events excepted (unless specifically and otherwise noted in an applicable Scope), during the applicable Service periods and in accordance with the applicable Service Level Standards, each as described in the applicable Scope.

1.3.2 Service Level Reporting. On an annual basis, in arrears and no later than the sixty (60) calendar days after the end of the calendar year, or upon reasonable request if a discrepancy is suspected, Service Provider shall provide reports to CalChoice describing the performance of the Services and of Service Provider as compared to the Service Level Agreements. The reports shall be in a form mutually agreed by CalChoice and Service Provider, and, in no case, shall contain less than the following information: (a) actual performance compared to the Service Level Standard; (b) the cause or basis for not meeting the Service Level Standard; and (c) the specific remedial actions Service Provider has undertaken or will undertake to ensure that the Service Level Standard will be subsequently achieved. Service Provider and CalChoice will meet as often as shall be reasonably requested by CalChoice, but no less than quarterly, to review the performance of Service Provider as it relates to the Service Levels. Service Provider shall, without charge, make CalChoice’s historical Service Level reports available to CalChoice upon request.

1.3.3 Termination for Repeated Failures. CalChoice shall have, in addition to any other rights and remedies under this Agreement (or applicable Scope) or at law, the right to immediately terminate this Agreement (or applicable Scope), and be entitled to a return of any prepaid fees where Service Provider fails to meet any Service Level Standard for four (4) months out of any twelve (12) month period. This Clause sets forth the Service Provider’s sole and exclusive liability, and CalChoice’s sole and exclusive remedy with respect to failure to meet Service Level Standard.

1.4 Support; Maintenance; Additional Services.

1.4.1 Technical Support. Service Provider shall provide the Technical Support as described in each Scope. The Services Fees shall be inclusive of the fees for all Technical Support.

1.4.2 Maintenance. Service Provider shall provide bug fixes, corrections, modifications, enhancements, upgrades, and new releases to the Services to ensure: (a) the functionality of the Services, as described in the Documentation, is available to Authorized Users; (b) the functionality of the Services in accordance with the representations and warranties set forth herein, including but not limited to, the Services conforming in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in the Scopes and the 61 5
Documentation; (c) the Service Level Standards can be achieved; and, (d) the Services work with the then-current version and the two prior versions of Microsoft Edge, Mozilla Firefox, and Google Chrome Internet browsers. The Services Fees shall be inclusive of the fees for maintenance.

1.4.2.1 Required Notice of Maintenance. Unless as otherwise agreed to by CalChoice on a case-by-case basis, Service Provider shall provide no less than thirty (30) calendar day’s prior written notice to CalChoice of all non-emergency major maintenance to be performed on the Services involving code interfacing with CalChoice and the management system directly and which would have the effect of taking the management system offline, such written notice including a detailed description of all such major maintenance to be performed. For emergency maintenance, Service Provider shall provide as much prior notice as commercially practicable to CalChoice and shall provide a detailed description of all maintenance performed no greater than one (1) calendar day following the implementation of the emergency maintenance.

1.4.2.2 Acceptance of Non-Emergency Maintenance. Unless as otherwise agreed to by CalChoice on a case-by-case basis, CalChoice shall have a ten (10) business day period to test any maintenance changes prior to Service Provider introducing such maintenance changes into production (the “Maintenance Acceptance Period”). In the event that CalChoice rejects, for good cause, any such maintenance changes during the Maintenance Acceptance Period, Service Provider shall not introduce such rejected maintenance changes into production. At the end of the Maintenance Acceptance Period, if CalChoice has not rejected the maintenance changes, the maintenance changes shall be deemed to be accepted by CalChoice and Service Provider shall be entitled to introduce the maintenance changes into production.

2. Change Control Procedure. If CalChoice requests any changes to an applicable Scope, CalChoice shall notify Service Provider, and, not more than five (5) business days (or other agreed upon period) after receiving the request, Service Provider shall notify CalChoice whether or not the change has an associated cost impact. If CalChoice approves, the Parties will enter into an amendment for the applicable Scope, and the associated fees will be increased or reduced accordingly.

3. Term and Termination; Renewals.

3.1 Term. This Agreement is legally binding as of the Effective Date1 and shall continue for three (3) years (“Initial Term”) unless extended, or sooner terminated, as provided for herein. Following the Initial Term and unless otherwise terminated as provided for in this Agreement, this Agreement shall be automatically renewed for up to three (3), successive one (1) year terms (each, a “Renewal Term“) unless sooner terminated by a party providing the other party with written notice of termination.

3.2 Termination for Convenience. Without limiting the right of a party to terminate this Agreement as provided for in this Agreement, a party may terminate this Agreement with respect to some or all of the Scopes, for convenience upon not less than sixty (60) days prior written notice to the other party.

1 NTD: CalChoice desires to align with fiscal year of July 1, 2026 if possible. 62 6

3.3 Termination for Cause. Except as set forth in Section 1.3.3., and without limiting the right of a party to immediately terminate this Agreement for cause where provided for in this Agreement, if either party materially breaches any of its duties or obligations related to an applicable Scope and such breach is not cured within forty-five (45) calendar days, or the breaching party is not diligently pursuing a cure to the non-breaching party’s sole satisfaction, within thirty (30) calendar days after written notice of the breach, the non-breaching party may partially terminate for cause the Agreement with respect to such affected Scope as of a date specified in such notice.

3.4 Payments upon Termination for Convenience. Upon termination as set forth in this Agreement, CalChoice shall pay to Service Provider all undisputed amounts due and payable hereunder, if any, and Service Provider shall pay to CalChoice all amounts due and payable hereunder if any. Due to CalChoice’s termination for convenience, and unless otherwise agreed upon by the parties, CalChoice shall pay, or Service Provider shall retain if fees were prepaid, two (2) month’s worth of additional fees calculated based on the last two months’ fees; provided that if CalChoice terminates this Agreement less than seven (7) months after the Effective Date, then CalChoice shall pay, or Service Provider shall retain if fees were prepaid, one (1) month worth of additional fees for every month that the termination date is shy of the seven (7) month anniversary of the Effective Date based on the most recent month’s Services Fees for such terminated Scope. Any remaining prepaid funds shall be refunded to CalChoice.

3.5 Return of CalChoice Data. Upon termination as set forth in this Agreement (or an applicable Scope), Service Provider shall, within thirty (30) days following the termination of this Agreement (or applicable Scope), provide CalChoice, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Service Provider), with a final extract of the CCEA Data (relating to such Scope) in the format reasonably specified by CalChoice. Further, Service Provider shall certify to CalChoice the destruction of any CalChoice Data within the possession or control of Service Provider, in accordance with Section 12.5, but such destruction shall occur only after the CalChoice Data has been returned to CalChoice.

3.6 [Renewals. Should the Services continue beyond the Initial Term, so long as the scope of the Services have stayed substantially similar, the Services Fees for the Renewal Term may be increased no more than [___] on an annualized basis.] [NTD: Lunar proposes to handle in the Scopes of Work on a per-scope basis.]

4. Transition Services. Provided that this Agreement (or a Scope) has been terminated by CalChoice, Service Provider will provide to CalChoice and/or to the service provider selected by CalChoice (“Successor Service Provider“) assistance reasonably requested by CalChoice to effect the orderly transition of the applicable Services, in whole or in part, to CalChoice or to Successor Service Provider (“Transition Services”) following the termination of this Agreement (or such Scope), in whole or in part. The Transition Services shall be provided on a time and materials basis and may include: (a) developing a plan for the orderly transition of the terminated Services from Service Provider to CalChoice or Successor Service Provider; (b) if required, securely holding onto CalChoice data for no more than six (6) months after termination and then transferring the CalChoice Data to Successor Service Provider; (c) using commercially reasonable efforts to assist CalChoice in acquiring any necessary rights to legally and physically access and use any third-party technologies and documentation then being used by Service Provider in connection with the applicable Services; (d) using commercially reasonable efforts to make available to CalChoice, pursuant to mutually agreeable terms and conditions, any third-party services then being used by Service Provider in connection with the terminated Services; and, (e) such other activities upon which the parties may agree. All applicable terms and conditions of this Agreement (or such Scope) shall apply to the Transition Services. This Section shall survive the termination of this Agreement and any relevant Scope.
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5. Fees; Billing. CalChoice shall be responsible for and shall pay to Service Provider the fees as further described in each Scope, subject to the terms and conditions contained in this Agreement (and such Scope). Any sum due to the Service Provider for the Services for which payment is not otherwise specified shall be due and payable thirty (30) days after receipt by CalChoice of an invoice from Service Provider.

5.1 Billing Procedures. Service Provider shall bill to CalChoice the sums due pursuant to each Scope by Service Provider’s invoice, which shall contain: (a) CalChoice’s purchase order number, if any, and Service Provider’s invoice number; (b) description of Services for which an amount is due; (c) the fees or portion thereof that are due on a per Member Agency-basis; (d) taxes, if any; and, (e) total amount due. Service Provider shall forward invoices in digital format to [___].

5.2 Taxes. Service Provider represents and warrants that it is an independent contractor for purposes of federal, state, and local taxes. Service Provider agrees that CalChoice is not responsible to collect or withhold any such taxes, including income tax withholding and social security contributions, for Service Provider. Any and all taxes, interest, or penalties, including any federal, state, or local withholding or employment taxes, imposed, assessed, or levied as a result of this Agreement or Scope shall be paid or withheld by Service Provider.

5.3 Non-binding Terms. Any terms and conditions included in a Service Provider invoice shall be deemed to be solely for the convenience of the Service Provider, and no such term or condition shall be binding upon the CalChoice.

5.4 Auditable Records. Service Provider shall maintain accurate records of all fees billable to, and payments made by, CalChoice in a format that will permit audit by CalChoice for a period of no less than four (4) years from when a fee was incurred or a payment was made.

The foregoing obligation of Service Provider shall survive the termination of this Agreement and any relevant Scope. For the term of this Agreement (and each Scope), upon CalChoice’s written request, Service Provider shall provide CalChoice with a copy of its annual American Institute of Certified Public Accountants Service Organization Control SOC 2 type 2 report (for all Trust Services Principles), or successor form of SOC reports, when available.

5.5 No Suspension of Services. Except as set forth in Section 3.2, Service Provider shall not suspend any part of the Services where: (a) CalChoice is reasonably disputing any amount due to Service Provider; or, (b) any unpaid but undisputed amount due to Service Provider is less than ten (10) business days in arrears.

6. Representations and Warranties.

6.1 Mutual. CalChoice and Service Provider each represent and warrant that:

6.1.1 CalChoice is a public entity, and Service Provider is a business, duly incorporated or established, validly existing, and in good standing under the laws of its country, or state of incorporation (as applicable) and is authorized to do business and in good standing in the state of California;

6.1.2 it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement and each Scope;

6.1.3 the execution, delivery, and performance of this Agreement has been (and for each Scope, will be) duly authorized by it and this Agreement constitutes (and for each Scope, will be) the legal, valid, and binding agreement of it and is enforceable 64 8
against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums, and similar laws affecting creditors’ rights generally and by general equitable principles;

6.1.4 it shall comply with all applicable federal, state, local, or other laws and regulations applicable to the performance by it of its obligations under this Agreement and Scope, and shall obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement and each Scope; and,

6.1.5 there is no outstanding litigation, arbitrated matter or other dispute to which it is a party which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on its ability to fulfill its obligations under this Agreement or Scope.

6.2 By Service Provider. Service Provider represents and warrants that:

6.2.1 it is in the business of providing the Services;

6.2.2 EXCEPT AS EXPRESSLY SET FORTH HEREIN AND TO THE FULLEST

EXTENT PERMITTED BY LAW, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND (EXPRESS,

STATUTORY OR IMPLIED) INCLUDING WITHOUT LIMITATION, ANY

WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT;

6.2.3 it is the lawful licensee or owner of the Services (excluding any CalChoice Data therein) and has all the necessary rights in the Services to provide the Services to CalChoice;

6.2.4 the Services and any other work performed by Service Provider hereunder shall not infringe upon any United States or foreign copyright, patent, trade secret, or other intellectual proprietary right, or misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement or Scope;

6.2.5 it shall disclose any third-party (which shall, for purposes of this Agreement and Scope, be deemed a subcontractor) whose intellectual property is incorporated into the Services or who is necessary for the performance of the Services and it shall maintain in-force written agreements with such third-party, if any, for the term of this Agreement or Scope;

6.2.6 it has the expertise to perform the Services in a competent, workmanlike, and professional manner and in accordance with the highest professional standards;

6.2.7 it will use its commercially reasonable efforts, but not less than commercially reasonable efforts, to ensure that no computer viruses, worms, malware, or similar items (collectively, a “Virus”) are introduced into CalChoice’s computing and network environment by the Services, and that, where it transfers a Virus to CalChoice through the Services, it shall reimburse CalChoice the actual, documented cost incurred by CalChoice to remove and/or recover from the Virus, including the costs of persons employed by CalChoice to perform such services; 65 9

6.2.8 the Services are free of any mechanism which may disable the Services and Service Provider warrants that no loss of CalChoice Data will result from such items if present in the Services;

6.2.9 in the case of CalChoice’s reasonable dispute of any Service Provider invoice, it shall not withhold the performance of Services, including, without limitation, access and use of the Services, Technical Support, Maintenance, and extract of CalChoice Data; and,

6.2.10 the Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in the applicable Scope and the Documentation.

7. Member Agency Data.

7.1 Ownership. Member Agency data (“Member Agency Data,” which shall also be known and treated by Service Provider as Confidential Information) shall include any and all data, including personally identifiable information (“PII”), if any, originating from Member Agencies and/or from any Authorized User, that is collected, accessed, transmitted, used, processed, stored, or generated by Service Provider, or that is otherwise made accessible to Service Provider, as the result of or in connection with CalChoice’s use, or Service Provider’s provision, of the Services. PII includes, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements listed herein. Except where subject to a third party’s intellectual property rights, all Member Agency Data is and shall remain the sole and exclusive property of the applicable Member Agency and all right, title, and interest in the same belongs to each applicable Member Agency. Notwithstanding the foregoing, Service Provider may use the Member Agency Data to create anonymized, deidentified datasets, provided that the resulting dataset does not identify any Member Agency as the source thereof and do not include any non-anonymized or individual identifiable information of any person (“Resulting Data”) and may use the Resulting Data for its business purposes without restriction, including to improve its products and services. Notwithstanding the foregoing, Service Provider may not utilize Resulting Data derived from Member Agency Data unless it has been made “anonymous” using technology that irreversibly alters data in such a way that the data subject can no longer be identified directly or indirectly, either by the data controller alone or in collaboration with any other party, and such data is thereby rendered “anonymized data”, as generally described in ISO 25237:2017, Sections 3.2 and

3.3. 7.2 Service Provider Use of Member Agency Data. Service Provider is provided a limited license to access Member Agency Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display Member Agency Data only to the extent necessary in the providing of the Services. Service Provider shall: (a) keep and maintain Member Agency Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and each Scope and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose Member Agency Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement and the applicable Scope, and applicable law; (c) allow access to Member Agency Data only to those employees of Service Provider who are directly involved with and responsible for providing the Services; and, (d) not use, sell, rent, transfer, distribute, or otherwise disclose or make available Member Agency Data for Service Provider’s own purposes or for the benefit of anyone other than CalChoice without CalChoice’s prior written consent.
66 10

7.3 Access to, and Extraction of Member Agency Data. CalChoice shall have full and complete access to, and ability to download (with Service Provider’s assistance), its Member Agency Data twenty-four (24) hours per day, seven (7) days per week, except during authorized periods of maintenance by Service Provider. Further, Service Provider shall, within ten (10) business days of CalChoice’s request, provide CalChoice, without charge and without any conditions or contingencies whatsoever (including, but not limited to, the payment of any fees due to Service Provider), an extract of the Member Agency Data in the format reasonably specified by CalChoice; provided Service Provider shall have more time to furnish such extract if needed to support the format type specified by CalChoice. In the event CalChoice gives Service Provider written notice of a “litigation hold”, then as to all data identified in such notice, Service Provider shall, at no additional cost to CalChoice, isolate and preserve all such data pending receipt of further direction from the CalChoice.

7.4 Backup and Recovery of Member Agency Data. As a part of the Services, Service Provider is responsible for maintaining a backup of Member Agency Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted. Service Provider shall maintain a contemporaneous backup of Member Agency Data that can be recovered within eight ( 8) hours at any point in time. Additionally, Service Provider shall store a backup of Member Agency Data in an off-site (but within the continental United States) “hardened” facility no less than daily, maintaining the security of Member Agency Data, the security requirements of which are further described herein. Any backups of Member Agency Data shall not be considered in calculating storage used by CalChoice.

7.5 Loss or Unauthorized Access to Data. In the event of any act, error or omission, negligence, misconduct, or breach involving Member Agency Data in the possession of Service Provider that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of Member Agency Data or the physical, technical, administrative, or organizational safeguards put in place by Service Provider that relate to the protection of the security, confidentiality, or integrity of Member Agency Data, Service Provider shall, as applicable: (a) notify CalChoice as soon as practicable but no later than forty-eight (48) hours of becoming aware of such occurrence; (b) cooperate with CalChoice in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise reasonably required by CalChoice; (c) in the case of PII, at CalChoice’s sole election, (i) notify the affected individuals who comprise the PII as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82; or, (ii) reimburse CalChoice for any reasonable third party costs in notifying the affected individuals; (d) in the case of PII, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the PII for the period required to comply with applicable law; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (g) be responsible for recreating lost Member Agency Data in the manner and on the schedule set by CalChoice without charge to CalChoice; and, (h) provide to CalChoice a detailed plan within thirty (30) calendar days of the discovery of the incident describing the measures Service Provider will undertake to prevent a future occurrence. Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Service Provider’s representative; a description of the nature of the loss; a list of the types of data involved; and the known or approximate date of the loss.

8. Non-Disclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential and/or privileged communication not intended to be disclosed to third parties.

8.1 Meaning of Confidential Information. For the purposes of this Agreement, the term “Confidential Information” shall mean all information and documentation of a party that: (a) 67 11
has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was: (a) already in the possession of the receiving party without an obligation of confidentiality; (b) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (c) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (d) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Agreement, in all cases and for all matters, CalChoice Data, this Agreement, the Scopes and all Documentation shall be deemed to be Confidential Information.

8.2 Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, board of directors, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the purposes permitted by this Agreement, or as required by law including the California Public Records Act, subpoena, or court order or in connection with a proposed financing or purchase of the receiving party (“Representatives”). The parties agree to advise and require their Representatives of their obligations to keep all Confidential Information confidential and to remain responsible for the actions and omissions of such Representatives as if such actions and omissions were those of such party.

8.3 Cooperation to Prevent Disclosure of Confidential Information. Each party shall use its commercially reasonable efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party shall advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.

8.4 Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages.

Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of CalChoice, at the sole election of CalChoice, the immediate termination, without liability to CalChoice, of this Agreement.

8.5 Surrender of Confidential Information upon Termination. Upon termination or expiration of this Agreement, in whole or in part, each party shall, upon written request, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which is in such party’s possession, custody, or control; provided, however, that Service Provider shall return CalChoice Data to CalChoice following the timeframe and procedure described further in this Agreement.

Should Service Provider or CalChoice determine that the return of any CalChoice Data or non- CalChoice Data Confidential Information is not feasible, Service Provider shall destroy the data comprising such Confidential Information in compliance with the most current version of NIST standard SP800-88, or other standard acceptable to the CalChoice, and shall certify the same to CalChoice in writing within five (5) calendar days from the date of termination.
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9. Data Privacy and Information Security.

9.1 Undertaking by Service Provider. Without limiting Service Provider’s obligation of confidentiality as further described herein, Service Provider shall be responsible for establishing, maintaining, and providing a written description to CalChoice of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that comply with or are substantial similar to the security controls identified in the current version of NIST SP800-53, and that is designed to, consistent with prudent industry standards: (a) ensure the security and confidentiality of the CalChoice Data; (b) protect against any anticipated threats or hazards to the security or integrity of the CalChoice Data; (c) protect against unauthorized disclosure, access to, or use of the CalChoice Data; (d) ensure the proper disposal of CalChoice Data; and, (e) ensure that all employees, agents, and subcontractors of Service Provider, if any, comply with all of the foregoing. In no case shall the safeguards of Service Provider’s data privacy and information security program used to protect CalChoice Data be less stringent than the safeguards used by Service Provider for its own data.

If the Services include handling credit card information, then the Service Provider shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCI-DSS). Service Provider agrees and warrants that it is responsible for the security of “cardholder data” that Service Provider possesses, stores, processes or transmits on behalf of the CalChoice, and for any impact on the security of CalChoice’s cardholder data environment adversely affected by any failure of Company to maintain compliance with provisions of the PCI-DSS applicable to the Services.

9.2 SOC 2 report. No more than once annually, upon the written request of CalChoice, Service Provider shall provide CalChoice with its SOC 2 type 2 report (for at least three Trust Services Criteria), or successor form of SOC reports, when available to demonstrate Service Provider’s ongoing SOC 2 compliance, where relevant to the Services.

9.3 Right of Audit by CalChoice. Without limiting any other audit rights of CalChoice, CalChoice shall have the right to review Service Provider’s data privacy and information security program prior to the commencement of Services and from time to time during the term of this Agreement or Scope. During the providing of the Services, no more than annually, for not more than three (3) business days, on thirty (30) days prior written notice, and during normal business hours, on an ongoing basis from time to time, CalChoice, at its own expense, shall be entitled to perform, or to have performed, an on-site audit of Service Provider’s data privacy and information security program. In lieu of an on-site audit, upon request by CalChoice, Service Provider agrees to complete, within forty-five (45 days) of receipt, on no more than an annual basis, an audit questionnaire provided by CalChoice regarding Service Provider’s data privacy and information security program.

9.4 Audit Findings. Service Provider shall use reasonable commercial efforts, consistent with prudent industry standards, to implement any required safeguards as identified by CalChoice or by any audit of Service Provider’s data privacy and information security program as applicable to the Services.

10. Proprietary Rights.

10.1 Pre-existing Materials. CalChoice acknowledges that, in the course of performing the Services, Service Provider may use software and related processes, instructions, methods, and techniques that have been previously developed by Service Provider (collectively, the “Pre-existing Materials,” which shall include the Services) and that the same shall remain the sole and exclusive property of Service Provider.
69 13

10.2 No License. Except as expressly set forth herein, no license is granted by either party to the other with respect to the Confidential Information or Pre-existing Materials. Nothing in this Agreement (or any Scope) shall be construed to grant to either party any ownership or other interest, in the Confidential Information or Pre-existing Materials, except as may be provided under a license specifically applicable to such Confidential Information or Pre-existing Materials.

11. Indemnification; Limitation of Liability; Insurance.

11.1 11.1.1 General Indemnification. To the maximum extent permitted by law, Service Provider agrees to indemnify, defend, and hold harmless CalChoice and its elected officials, officers, directors, agents, attorneys and employees (each, an “Indemnitee“) from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments brought by third parties, (each, a “Claim,” and collectively, the “Claims“) including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to ( (a) bodily injury (including death) and/or damage to tangible personal or real property reasonably related to Service Provider’s performance hereunder; (b) any payment required to be paid to employees or subcontractors, if any, of Service Provider; (c) any material misrepresentation or breach of warranty set forth in this Agreement; and/or (d) any material breach of any covenant set forth in this Agreement; provided, however, that the foregoing indemnity shall not apply to the extent the applicable Claim resulted from the acts or omissions of an Indemnitee. To the maximum extent permitted by law, Service Provider shall indemnify, defend and hold each of the Indemnitees free and harmless, and pay reasonable attorneys’ fees and costs, with respect to any and all Claims brought by third parties to the extent arising out of, related to, or incurred in connection with any destruction, or unauthorized access to, use, or theft of CalChoice Data arising out of or relating to Service Provider’s breach of any covenant set forth in this Agreement (collectively, “cyber theft”) provided, however, that Service Provider’s liability for cyber theft shall be limited to the cyber liability insurance policy limits set forth in this Agreement.

11.1.2 CalChoice agrees to indemnify, defend, and hold harmless Service Provider and its officers, directors, agents, and employees from and against any and all Claims arising out of or relating to: (a) any material breach by CalChoice of applicable law; and (b) any destruction, unauthorized access to, use, or theft of data to the extent caused by CalChoice 's acts or omissions.

11.2 Proprietary Rights Indemnification. Service Provider agrees to indemnify, defend, and hold harmless Indemnitees from and against any and all Claims, including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to the Services allegedly or actually infringing or misappropriating any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right. In the event that Service Provider is enjoined from providing the Services and such injunction is not dissolved within thirty (30) calendar days, or in the event that CalChoice is adjudged, in any final order of a court of competent jurisdiction from which no appeal is taken, to have infringed upon or misappropriated any patent, copyright, trade secret, trademark, or other proprietary right in the access or use of the Services, then Service Provider shall, at its expense: (a) obtain for CalChoice the right to continue using such Services; (b) replace or modify such Services so that they do not infringe upon or misappropriate such proprietary right and is free to be used by CalChoice; or, (c) in the 70 14
event that Service Provider is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, Service Provider shall reimburse to CalChoice any prepaid fees and the full cost associated with any Transition Services.

11.3 Indemnification Procedures. Promptly after receipt by CalChoice of a threat, notice, or filing of any Claim against an Indemnitee, CalChoice shall give notice thereof to Service Provider, provided that failure to give or delay in giving such notice shall not relieve Service Provider of any liability it may have to the Indemnitee except to the extent that Service Provider demonstrates that the defense of the Claim is prejudiced thereby. Service Provider shall have sole control of the defense and of all negotiations for settlement of a Claim and CalChoice shall not independently defend or respond to a Claim; provided, however, that: (a) CalChoice may defend or respond to a Claim, at Service Provider’s expense, if CalChoice’s counsel determines, in its sole discretion, that such defense or response is necessary to preclude a default judgment from being entered against an Indemnitee; and, (b) CalChoice shall have the right, at its own expense, to monitor Service Provider’s defense of a Claim. At Service Provider’s request, CalChoice shall reasonably cooperate with Service Provider in defending against or settling a Claim; provided, however, that Service Provider shall reimburse CalChoice for all reasonable out-of-pocket costs incurred by CalChoice (including, without limitation, reasonable attorneys’ fees and expenses) in providing such cooperation.

11.4 Third-Party Beneficiaries. Nothing, express or implied, in this Agreement (or any Scope, unless expressly provided therein) is intended to benefit, or to create or be construed to create any rights of enforcement in any persons or entities who are neither signatories to this Agreement nor Indemnitees nor, in relation to a specific Scope, such Scope.

11.5 Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION SET FORTH

HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, AND /

OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (OR ANY SCOPE); PROVIDED, HOWEVER, THAT THE FOREGOING

EXCULPATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO DAMAGES

INCURRED AS A RESULT OF (I) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY OR (II) A PARTY’S BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY. A PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DIRECT

DAMAGES ARISING OUT OF OR RELATING TO ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT (OR ANY SCOPE); PROVIDED, HOWEVER,

THAT THE LIABILITY OF A PARTY, WHETHER BASED ON AN ACTION OR CLAIM IN

CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE FOR ALL EVENTS,

ACTS, OR OMISSIONS UNDER THIS AGREEMENT (OR ANY SCOPE) SHALL NOT

EXCEED THE FEES PAID UNDER THE AFFECTED SCOPES) FOR THE PREVIOUS ONE (1) YEAR, AND PROVIDED, FURTHER, THAT THE LIMITATIONS OF THIS SECTION 11.5 SHALL NOT APPLY TO: DAMAGES CAUSED BY (A) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR, (B) A PARTY’S BREACH OF ITS

OBLIGATIONS OF CONFIDENTIALITY, AS FURTHER DESCRIBED IN THIS AGREEMENT OR AFFECTED SCOPE.

11.6 Insurance. Unless otherwise approved in writing by CalChoice’s risk manager, Service Provider shall, at its own expense, procure and maintain in full force and effect during the term of this Agreement policies of insurance, of the types and in the minimum amounts as follows, with responsible insurance carriers duly admitted and qualified in California covering the operations of Service Provider, pursuant to this Agreement commercial general liability ($1,000,000 per occurrence and/or accident, $2,000,000 aggregate); excess liability ($2,000,000 per occurrence, $2,000,000 aggregate); workers’ compensation (statutory limits) and employers’ liability ($1,000,000 per accident); cyber liability ($2,000,000 per occurrence) providing protection against claims and liabilities 71 15
arising from: (i) errors and omissions in connection with maintaining security of CalChoice Data; (ii) data breach including theft, destruction, and/or unauthorized use of CalChoice Data; (iii) identity theft including bank charges assessed; and (iv) violation of privacy rights due to a breach of CalChoice Data. Any of the foregoing policy limits shall be subject to reasonable modification by the CalChoice’s risk manager upon thirty (30) days prior, written notice to Service Provider, and at any time prior to commencement of the Services.

The Indemnitees shall be named as additional insureds in the commercial general, and excess liability policies, which shall contain standard cross liability clauses using forms of endorsements acceptable to CalChoice’s risk manager. Service Provider shall cause the liability it assumed under this Agreement to be specifically insured under the contractual liability section of the liability insurance policies. The liability policies shall be primary without right of contribution from any Indemnitee, and Service Provider waives all rights of subrogation with respect to the CGL, workers compensation, and cyber liability policies.

All policies shall require that CalChoice be given no less than thirty (30) calendar days prior written notice of any cancellation thereof or material change therein. CalChoice shall have the right to request an adjustment of the limits of liability for commercial general, cyber, and excess liability if and as Service Provider’s exposure to CalChoice increases. Service Provider shall provide CalChoice with certificates of insurance and original endorsements, evidencing all of the above coverage, including all special requirements specifically noted above, and shall provide CalChoice with certificates of insurance evidencing renewal or substitution of such insurance thirty (30) calendar days prior to the effective date of such renewal or substitution.

12. General.

12.1 Relationship between CalChoice and Service Provider. Service Provider represents and warrants that it is an independent contractor with no authority to contract for CalChoice or in any way to bind or to commit CalChoice to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of CalChoice. Under no circumstances shall Service Provider, or any of its staff, if any, hold itself out as or be considered an agent employee, joint venture, or partner of CalChoice. In recognition of Service Provider’s status as an independent contractor, CalChoice shall carry no Workers’ Compensation insurance or any health or accident insurance to cover Service Provider or Service Provider’s agents or staff, if any. CalChoice shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, any other applicable taxes whether federal, state, or local, nor provide any other contributions or benefits which might be expected in an employer-employee relationship. Neither Service Provider nor its staff, if any, shall be eligible for, participate in, or accrue any direct or indirect benefit under any other compensation, benefit, or pension plan of CalChoice.

12.2 Governing Law and Venue. This Agreement and each Scope shall be governed by and construed in accordance with the laws of the State of California and the federal laws of the United States of America. Service Provider hereby consents and submits to the jurisdiction and forum of the state and federal courts in the County of Santa Clara, State of California, in all questions and controversies arising out of this Agreement or any Scope.

12.3 Attorneys’ Fees and Costs. In any arbitration, litigation, or other proceeding, informal or formal, by which one party either seeks to enforce this Agreement or Scope, or seeks a declaration of any rights or obligations under this Agreement or Scope, the non-prevailing party shall pay the prevailing party’s costs and expenses, including but not limited to, reasonable attorneys’ fees.

12.4 Compliance with Laws, CalChoice Policies and Procedures. Both parties agree to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable.
72 16

12.5 Cooperation. Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement or Scope, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder subject to such party’s need to comply with confidentiality provisions and other obligations in relation to such cooperation.

12.6 Force Majeure; Excused Performance. Neither party shall be liable for delays or any failure to perform the Services or this Agreement or any Scope due to causes beyond its reasonable control (“Force Majeure”). Such Force Majeure events include, but are not limited to, fire, explosion, flood or other natural catastrophe, pandemic, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, or failures in communication lines and routes not under a party’s control, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its commercially reasonable efforts to minimize the delays caused by any such event beyond its reasonable control. Where Service Provider fails to use its commercially reasonable efforts to minimize such delays, the delays shall be included in the determination of Service Level achievement for the applicable Scope. The delayed party must notify the other party promptly upon the occurrence of any such event, or performance by the delayed party will not be considered excused pursuant to this Section, and inform the other party of its plans to resume performance. A Force Majeure event may not excuse Service Provider from fulfilling its responsibilities relating to the requirements of backup and recovery of CalChoice Data. In no event shall any of the following constitute a Force Majeure event: (a) failure, inadequate performance, or unavailability of Service Provider’s subcontractors unless their failure, inadequate, performance, or unavailability is itself due to a Force Majeure event; or, (b) configuration changes, other changes, Viruses, or other errors or omissions introduced, or permitted to be introduced, by Service Provider that result in an outage or inability for CalChoice to access or use the Services unless such event is cause as a result of the gross negligence or willful misconduct of CalChoice. Within thirty (30) calendar days following the Effective Date and on an annual basis thereafter until the termination of this Agreement (or Scope), Service Provider shall provide its then-current business continuity plan (“Business Continuity Plan”) to CalChoice upon CalChoice’s request. The Business Continuity Plan shall include: (a) Services and CalChoice Data backup and recovery procedures, including procedures and resources for disaster recovery; (b) fail-over procedures; and, (c) how Service Provider will interact with its business continuity suppliers, if any. Service Provider shall test its Business Continuity Plan on an annual basis in line with the renewal of ISO 27001 certification, until the termination of this Agreement (or Scope) and shall provide the test results to CalChoice upon CalChoice’s request.

12.7 Advertising and Publicity. Service Provider shall not refer to CalChoice directly or indirectly in any advertisement, news release, or publication, or use any CalChoice logo, seal or mark, without prior written approval from CalChoice.

12.8 No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement (or any Scope) shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement (or any Scope) be taken or held to be a waiver of any further breach of the same provision.

12.9 Notices. Any notice given pursuant to this Agreement (or any Scope) shall be in writing and shall be given by personal service or by United States certified mail, return receipt requested, postage prepaid, or by email to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. Notice given by 73 17
personal service shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed to the addressee. Notice given by email shall be deemed effective on the next business day following transmission.

12.10 Assignment of Agreement (and Scope). This Agreement (and any applicable Scope) and the obligations of Service Provider hereunder are personal to Service Provider. Neither Service Provider nor any successor, receiver, or assignee of Service Provider shall directly or indirectly assign this Agreement (or any applicable Scope) or the rights or duties created by this Agreement (or such Scope) without the prior written consent of CalChoice; provided no consent is required that if such assignment is to an affiliate or effected in connection with a sale of Service Provider’s assets or stock or through merger, an insolvency proceeding or otherwise. In the case of an assignment by Service Provider, Service Provider represents and warrants that it has all requisite rights and power to transfer any agreements or other rights with third-parties whose software is incorporated into the Services or who are necessary for the performance and use of the Services.

12.11 Counterparts. This Agreement (and each Scope) 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 Agreement (or Scope, as applicable). The parties agree that a facsimile, PDF, or electronic signature may substitute for and have the same legal effect as the original signature.

12.12 Entire Agreement. This Agreement, together with each Scope, and any and all attached addenda, exhibits, and schedules each of which is incorporated by reference herein, constitute the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between CalChoice and Service Provider as to the subject matter hereof. No representation or promise not expressly set forth herein shall be binding. The provisions of each Scope, followed by this Agreement shall govern over any inconsistent or conflicting provisions contained in any exhibit hereto. This Agreement and each Scope may only be amended by an instrument in writing signed by the parties. This Agreement and each Scope shall be construed without regard to the party that drafted it. Any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.

12.13 Cumulative Remedies. All rights and remedies of each party herein (and in each Scope) shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance against the other party for the enforcement of this Agreement and each Scope, and temporary and permanent injunctive relief.

12.14 Supplier Diversity. CalChoice Member Agencies are required to report to the California Public Utilities Commission on their diverse suppliers, as defined by CalChoice General Order 156. Consistent with the California Public Utilities Code and California Public Utilities Commission policy objectives, Service Provider agrees to document and provide information to CalChoice regarding Service Provider’s status and any engagement of women, minority, disabled veteran, and LGBT owned business enterprises in its provision of Services under this Agreement or Scope. Specifically, Service Provider agrees to complete CalChoice’s Supplier Diversity questionnaire, which may be updated or revised during the term of the Agreement and each Scope, and otherwise reasonably cooperate with CalChoice to provide the information described above. Service Provider shall provide such information in the timeframe requested by CalChoice and in no event later than January 31 of the year following the Effective Date of this Agreement.

12.15 Survival. The following provisions of this Agreement and each Scope shall survive the termination or expiration of this Agreement (or such Scope): Section 3.5 (Return of 74 18
CalChoice Data); Section 4 (Transition Services); Section 7 (CalChoice Data); Section 10 (Proprietary Rights); Section 11 (Indemnification; Limitation of Liability; Insurance); Section

12.2 (Governing Law and Venue); Section 12.3 (Attorneys’ Fees and Costs); and Section

12.6 (Force Majeure; Excused Performance), but only to the extent applicable to the surviving obligations hereunder. Notwithstanding the foregoing, (a) Section 5.4 (Auditable Records) shall survive for a period of four (4) years after termination or expiration of this Agreement (or such Scope); (b) Section 8 (Non-Disclosure of Confidential Information) shall survive for a period of three (3) years after termination or expiration of this Agreement (or such Scope); and (c) the insurance requirements set forth in Section 11.6 (Insurance) shall survive for a period of three (3) years after termination or expiration of this Agreement (or such Scope). Additionally, any other provisions of this Agreement (or such Scope) which by their nature are intended to survive termination or expiration shall so survive.

12.16 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

13. [signatures on following page]
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Executed on the dates set forth below by the undersigned authorized representative of CalChoice and Service Provider to be effective as of the Effective Date.

California Choice Energy Authority
A Joint Powers Authority
Name: Robert Johnson
Title: Interim Chief Executive Officer
Date:

LUNAR ENERGY, INC.

By: ____________________
Name: Kunal Girotra
Title: CEO and Founder
76 20
ADDENDUM A: SCOPE I
(See attached.)
77 21
ADDENDUM B: SCOPE I - BATTERY OPERATIONAL PROGRAM
78 22
SCHEDULE I. SUBCONTRACTORS
[_]
79 23
SCHEDULE 2. ADDITIONAL DEFINITIONS
Account User means a person interfacing with the Gridshare UI Aggregator means an entity owning or controlling fleets of Devices that can be contracted with as a strategy to add volumes of Devices on the DERMS Platform
API means the application programming interface used by Gridshare to interface with CalChoice or OEM software
CalChoice Stakeholders means CalChoice personnel interfacing with the Gridshare software service Battery Program means a program including ESS Devices
Data Requirements Table means the documents developed by CalChoice and mutually agreed upon defining the data Lunar Energy will provide to CalChoice as part of the Services Dashboard means a web hosted UI for the Gridshare software service Delivered Capacity means the aggregate average power delivered across all events in a given month DER Program means a distributed energy resource or Device program DERMS means distributed energy resource or Device management system Device means a residential controllable energy production, generation or storage system Device categories means the categorisation of Devices based on their energy characteristics Device Health means a measurement of the ability to utilize a Device in the program Device-level data means data which is broken down to the Device level, as opposed to Fleet-level data or aggregate level
Dispatch Proving Test means real dispatches to prove the functionality and performance Enrolled Customer means a customer who has (i) signed up to the relevant DER Program (signed agreement), (ii) meets all DER Program requirements, (iii) passed the eligibility check and system health check
ESS means energy storage system
Excused Events means any of the following:

1. CalChoice’s acts or omissions;

2. factors outside of Service Provider’s reasonable control related to lack of internet access or similar problems beyond the demarcation point of the Services;

3. any actions or inactions of the Approved End User, CalChoice or any third party, including without limitation the disabling of the applicable device by the Approved End User;

4. any failure or unavailability of Approved End User’s, Installer’s, CalChoice’s or any third party’s equipment, networks, products, services, software or other technology, including without limitation any disruption caused by a third party manufacturer of an applicable device;

5. any issues with internet connectivity with the applicable device; 80 24

6. planned downtime, maintenance or repair by Service Provider, provided that Service Provider has used reasonable endeavors to give the CalChoice advance notice in accordance with Section 4.2.1 of the Agreement; or

7. unscheduled maintenance performed outside normal business hours provided Service Provider has used reasonable endeavors to give the CalChoice at least the advance notice in accordance with Section 1.4.2.1 of the Agreement.

Fault means unintended outcome of the service function
Fleet-level data means data which is aggregated for a group of Devices Forecasting means future prediction
Gridshare / Gridshare Platform means the software developed by Lunar Energy, including Gridshare Base, Gridshare Flex and Gridshare Interfaces
Gridshare Flex means the energy flexibility product module of Gridshare Gridshare Partner means the Gridshare web hosted user interface Load Management means the active control of Devices for reducing or increasing load Load Modification means reducing or increasing load by way of controlling Devices Load Shift means increasing or decreasing load at different times of day Managed Charging means control of EV Devices
Member Agencies means the [community choice aggregation entities/cities] that will be the ultimate recipients of the Services, as specified in each Scope.

OADR means the open communication standard - open automated demand response OEM means original equipment manufacturer
Partner means Aggregators and Program Implementers
Pass-through means invoicing at cost
Performance calculation methodology means the system used to measure the performance of a Program Professional Services means all Services which are not Software Services Program means a customer Device Program implemented by CalChoice Program Implementer means a contractor hired to implement a Device Program for CalChoice Program Parameters means all operational requirements for a given Program Reference Capacity means a mutually agreed value (kW/Device/month) for a Device participating in a program that is used for billing purposes
Scope of Work means a document detailing the scope for a service Service Design means defining all the requirements and parameters of a service 81 25
Service Error means all errors or interruptions in the Software Services Services is as defined in Clause 1
Simulated Dispatch Testing means generating optimized dispatch plans for analysis purposes but not commanding Devices
Software Services is as defined in Clause 1
UI means the user interface, providing visualization of the Software Services provided to CalChoice VPP means virtual power plant
82 SCOPE 1: DISTRIBUTED ENERGY RESOURCE

MANAGEMENT SYSTEM
83 Table of Contents
SCOPE 1 – DESCRIPTION OF SERVICES AND TERM..........................................................1 SCOPE 1 – TASKS AND DELIVERABLES.................................................................................1 TASK 1: GRIDSHARE PLATFORM DELIVERY .......................................................................... 1 Subtask 1.1: Gridshare Base Software Service .............................................................................................1 Subtask 1.2: Gridshare Partner .....................................................................................................................2 Subtask 1.3: Gridshare Flex ..........................................................................................................................3 Subtask 1.4: Gridshare Client........................................................................................................................3 Subtas..............................................................................................................................................................3 Subtask 1.5: Gridshare data provision to CalChoice ....................................................................................3 Subtask 1.6: Gridshare implementation and testing .....................................................................................4 Subtask 1.7: Training.....................................................................................................................................4 Task 1 Deliverables ........................................................................................................................................4 TASK 2: DERMS OPERATION SERVICES.................................................................................... 5 Subtask 2.1: Configuration, implementation, and testing of Gridshare Flex ..............................................5 Subtask 2.2: Deployment of Gridshare Flex for DERMS operation............................................................6 Subtask 2.3: Gridshare Flex ongoing operation ...........................................................................................6 Task 2 Deliverables ........................................................................................................................................7 TASK 3: DER PROGRAM ADMINISTRATION SERVICES........................................................ 8 Subtask 3.1: Project management and advisory............................................................................................8 Subtask 3.2: Program contracting and design documents............................................................................8 Subtask 3.3: Customer management .............................................................................................................9 Subtask 3.4: Reporting ...................................................................................................................................9 Subtask 3.5: Program Implementer and Aggregator management ..............................................................9 Task 3 Deliverables ......................................................................................................................................10 SCOPE 1 – SERVICES FEES AND BUDGET ..........................................................................10 FEE STRUCTURE............................................................................................................................. 10 SERVICES FEE BILLING AND PAYMENTS............................................................................... 12 SCOPE 1 – SERVICE LEVEL STANDARDS .............................................................................13 TECHNICAL SUPPORT RESPONSE AND RESOLUTION........................................................ 16 SERVICE LEVEL STANDARD PERFORMANCE CREDITS .................................................... 17 LOAD SHIFT PERFORMANCE GUARANTEES......................................................................... 18 LOAD SHIFT PERFORMANCE CREDITS................................................................................... 19 APPENDIX A – DEFINITIONS ...................................................................................................21 APPENDIX B – DER PROGRAM ONBOARDING TEMPLATE ................................................24 APPENDIX C – SERVICE PROVIDER STAFFING ...................................................................25 84 Scope 1 – page 1
This Scope 1: Distributed Energy Resource Management System (“Scope 1”) shall be incorporated into and governed by the terms of that certain Main Services Agreement (“MSA”) by and between CALIFORNIA CHOICE ENERGY AUTHORITY, a joint powers authority formed under the laws of the State of California (“CalChoice”) with a registered address at [ENTER CALCHOICE PRIMARY BUSINESS ADDRESS], USA and LUNAR ENERGY, INC., a Delaware corporation with a registered address at 755 Ravendale Drive, Mountain View, California 94043 (“Service Provider”) dated [CONTRACT EXECUTION DATE], as may be amended, modified, and supplemented from time to time. In the event of a conflict between the provisions contained in the MSA and those contained in this Scope 1, the provisions contained in this Scope 1 shall prevail.

Capitalized terms used but not defined here in this Scope shall have the meaning given to them in the MSA.

This Scope 1, together with the MSA, constitutes the sole and entire agreement of the Parties with respect to the Software Services provided under Scope 1 and supersedes all prior and contemporaneous understandings, agreements, and warranties, both written and oral, with respect to such subject matter.

SCOPE 1 – DESCRIPTION OF SERVICES AND TERM
This Scope 1 focuses on the technical details, as well as the roles, responsibilities, and compensation structure relating to the implementation of the Distributed Energy Resources Management System (DERMS) that the Service Provider will provide for CalChoice .

This Scope 1 is effective beginning on the latest signed date of the Parties and will remain in effect until December 31, 2030, unless earlier terminated by either of the Parties per the terms defined in the MSA or upon the termination of the MSA, whichever occurs first.

All tasks and subtasks set forth in this Scope 1 are considered Software Services (as specified in the MSA) and are subject to the Service Level Standards section in this Scope 1.

SCOPE 1 – TASKS AND DELIVERABLES
TASK 1: GRIDSHARE PLATFORM DELIVERY
Service Provider shall provide to CalChoice the Gridshare Platform in accordance with Subtasks

1.1 through 1.7, as set forth below.

Subtask 1.1: Gridshare Base Software Service
Service Provider shall provide to CalChoice Gridshare Base Software Service:
1) Connecting the Gridshare Platform to Devices and collecting, normalizing, and storing data. Provide access to that data through User Interfaces (“UI”s) and Application Programming Interfaces (“API”s), collectively, the “Gridshare Interface”. 85 Scope 1 – page 2
a) Manage the timely integration of new Device Partners as agreed upon in Program Statement of Works (“Program SoWs”), which Program SoWs shall be incorporated into this Scope 1. Service Provider may refuse to enter into a specific Program SoW, integrating specified new Device Partners (or specific models of Devices), at its sole discretion, if it considers that such new Device Partners will not be capable of (i) providing expected Device volume or (ii) complying with the requirements set out in Subtask 1.1(1)(b) below.
b) Ensure that new Device Partners meet the following high-level requirements:
i) Suitable communication protocol available, e.g. OpenADR 3.0, REST API; ii) Sufficient control points available to enable smart management of Devices and a clear roadmap to deploying them;
iii) Telemetry available to the granularity and accuracy required for the targeted services;
iv) Secure authorization methodology for assigning account access; v) Best practice cyber security in place, ideally certified to a recognized standard, and satisfaction of the same cyber liability insurance requirements applicable to Service Provider under the MSA;
vi) Willingness to sign an integration agreement with Service Provider; vii) Clear documentation and a responsive support team; and viii) Server site locations meet expectations around safe management of Customer personal data.
2) Providing a CalChoice company account with Authorized User access. There is no limit on the number of Authorized Users that can access the Gridshare Platform from CalChoice.
3) Managing Authorized User functionality: account creation, deletion and access level setting.
4) Managing CalChoice Data in accordance with the MSA using a cloud-based service, currently Amazon Web Services. There shall be no cap on the amount of data storage associated with all Scopes entered under the MSA.

Subtask 1.2: Gridshare Partner
Service Provider shall provide to CalChoice “Gridshare Partner”, a platform for CalChoice to visualize Device-level and fleet-level data on the Gridshare Platform. Gridshare Partner will give CalChoice access to:
86 Scope 1 – page 3
a) Gridshare Partner UI and API;
b) Program-level aggregate metrics Dashboard and maps, to track key performance indicators as per the Program SoW and/or Program Design Document; c) Visualization of individual Participant sites and Devices.

Subtask 1.3: Gridshare Flex
Service Provider shall provide to CalChoice forecasting, monitoring, measurement, and verification of Device load shift performance to optimize the Devices through automated dispatch of fleets, including:
a) Device Health reporting via UI to help CalChoice understand long-term performance trends across Device types, DER Programs, Aggregator partners or within preset groups as defined in the Program SoW or PDD;
b) Detailed reports for each dispatch event via UI, including performance data with fleet and Device-level granularity through the Gridshare Flex UI and/or API; c) Visualization and management of Participants in DER Programs via Gridshare Flex UI and/or API. Providing an integration pathway for Program Implementers and Aggregators into the Gridshare Platform using OpenADR or similar communication protocols or standards.

Subtask 1.4: Gridshare Client
In addition to the Gridshare Base, Gridshare Partner, and Gridshare Flex modules, Service Provider also offers a “Gridshare Client” interface that allows end Customers to visualize energy and participation data, set user or Device preferences, and manage program participation aspects.

Access to the Gridshare Client module for CalChoice is currently not included under this Scope 1 task and fee structure but can be considered by CalChoice under future Scopes and/or specific Program SoWs.

Subtas
Subtask 1.5: Gridshare data provision to CalChoice
Service Provider shall facilitate access to an API for data downloads and set up a regular data sync (at least daily) with a nominated storage platform. Data made available will comprise:
a) Device and Customer identifiers;
b) Program enrollment characteristics;
c) Device characteristics;
87 Scope 1 – page 4
d) Device telemetry;
e) Load/energy consumption data; and
f) Device or load shift performance data.

Subtask 1.6: Gridshare implementation and testing
Service Provider shall configure and deploy Gridshare to meet CalChoice’s needs, including:
a) Incorporate CalChoice’s requests regarding Dashboard setup and structure, as well as enrollment and performance visualization;
b) Provide functional testing of all Dashboards, UIs, and reporting functions; c) Provide user acceptance testing with CalChoice;
d) Implement and test bilateral data flow of enrollment data to and from the CalChoice CRM; Subtask 1.7: Training
Service Provider shall provide training sessions to relevant CalChoice staff to ensure staff are equipped to operate and navigate Gridshare Partner and Gridshare Flex interfaces. Service Provider shall provide:
a) A detailed user guide covering all system functionality. The user guide will be maintained and updated periodically in line with continued product development; b) Product demonstrations with either in-person or online live sessions, including interactive walkthrough of the Gridshare Platform and live question and answer (“Q&A”) sessions; c) Training sessions to ensure that a minimum of two (2) CalChoice staff have been through the training at any time. Scenario-based training of operations relevant to CalChoice’s use of Gridshare Partner. Using real sites where possible. Includes Q&A. Refresher training sessions held upon request.

Task 1 Deliverables
Task 1 deliverables to be provided by Service Provider are:
a) Initiate outreach to Device Partners within five (5) days after signing a Program SoW.

Integration timelines will be defined in each Program SoW; b) Create Gridshare accounts for CalChoice staff within five (5) business days of request; c) Provide standard metrics Dashboard and maps in Gridshare Partner, as well as visualization of Participants via Gridshare Flex UI and/or API, within five (5) days of first Device 88 Scope 1 – page 5
dispatch. Program specific dashboard configuration based on available components to be completed within 30 days from first Device dispatch;
d) Provide Device Health reporting and detailed reports for each event dispatch under a DER Program at least on a monthly basis or as otherwise specified in the Program SoW; e) Finalize end-to-end testing within four (4) weeks of first Devices onboarded to Gridshare for a particular DER Program or as otherwise specified in the Program SoW; f) Provide a detailed user guide for the Gridshare Platform to CalChoice within thirty (30) days of signing this Scope 1;
g) Provide a minimum of one (1) product demonstration within ninety (90) days of signing this Scope 1;
h) Provide training sessions to CalChoice staff within fifteen (15) days of request. A maximum of four (4) training sessions per year will be provided.

TASK 2: DERMS OPERATION SERVICES
Service Provider shall operate and manage fleets of Devices to provide daily load shift, emergency or event-based load shift, and any other load management activities as specified by CalChoice (“DERMS Operation Services”). The DERMS Operation Services listed below aim to optimize the performance of Devices.

Service Provider shall provide to CalChoice the DERMS Operation Services in accordance with Subtasks 2.1 through 2.3, as set forth below. The details of the implementation of the DERMS Operation Services for a specific DER Program will be set forth in the Program SoWs that will be entered in accordance with Task 3: DER Program Administration Services, and upon execution shall be deemed to be incorporated into this Scope 1.

Subtask 2.1: Configuration, implementation, and testing of Gridshare Flex Service Provider shall configure and implement the Gridshare Platform to meet CalChoice’s needs for the DER Programs:
a) Collect inputs from CalChoice for the initial configuration of Gridshare Flex. The inputs required are key DER Program Design Parameters as outlined in Appendix B; b) Optimize the dispatch configuration and work with CalChoice to define the required outcomes and determine the optimal dispatch operation that considers impacts on Participantsand CalChoice;
c) Grouping configuration for CalChoice and, where applicable, child accounts such as those required for participating CalChoice member agencies.
89 Scope 1 – page 6
d) Manage program testing schedule:
1) Conduct simulated dispatch testing within Gridshare, if required, depending on program type;
2) Conduct live dispatch proving tests to ensure test results conform to mutually agreed upon outcomes. Provide a report outlining the results of the proving tests and discuss with CalChoice. Implement retesting as required.

Subtask 2.2: Deployment of Gridshare Flex for DERMS operation Service Provider shall deploy and maintain a Gridshare Flex instance with the following functionality:
a) Automatic monitoring and alerting systems, both for Event triggers as well as for backup alerts and weather events as specified in the Program SoW and/or PDD; b) Aggregate load modeling of Participants and the predicted response of Devices to dispatch instructions or rate plan, at site- or Device-level;
c) Baseline and/or performance calculations based on the parameters agreed upon in the Program SoWs and or PDD;
d) Availability forecast for the dispatch Event at either site- or Device-level, delivered via UI or API;
e) Generation of optimized dispatch plans per DER Program and sending commands to execute such plans, accounting for Device-specific operational limitations. Ability to schedule multiple shaped dispatches via UI or API;
f) Measurement and Verification: establish methodologies to measure fleet- and Device-level performance against mutually agreed upon DER Program baseline, as established in the Program SoW or PDD, to calculate load shifting impact.

Subtask 2.3: Gridshare Flex ongoing operation
Service Provider shall provide the following ongoing DERMS Operation Services:
a) Assign sites/Devices/aggregated fleets to DER Programs or preset groups based on polygon-defined zones, Participant attributes, or other parameters defined in the Program SoW or PDD;
b) Schedule and perform Device dispatching set via UI, API, or automated dispatch via trigger signal (e.g. LMP pricing or a system alert);
1) Service Provider operates the DERMS according to the needs and instructions of CalChoice and based on the agreed DER Program Design Parameters. CalChoice 90 Scope 1 – page 7
will give at least three (3) business days notice to the Service Provider of any changes to DER Program Design Parameters;
2) Service Provider will dispatch fleets of Devices directly or via Aggregators as specified by CalChoice in the Program SoW or PDD;
c) CalChoice can access performance data at the Device-, fleet-, program-, or any other level of granularity as defined in the Program SoWs or PDD through the UI; d) Perform ongoing Device and fleet connectivity and health monitoring. Use reports and data to identify, assess, and diagnose performance issues, such as Devices being offline/not reporting data, data integrity issues, API down, commands not being followed, etc. Provide alerts if issues occur and develop a plan for rectifying these issues in accordance with the timeframes set forth for Technical Support Response set forth in this Scope 1; e) Monitor and report on performance trends, capabilities, and limitations across different Device categories, Device manufacturers, Program Implementers’ and Aggregators’ fleets or within preset groups established for performance tracking purposes by either the Service Provider or CalChoice;
f) Develop recommendations for improving performance. Once an improvement has been identified and approved by CalChoice, implement the recommendations and engage in testing.

Task 2 Deliverables
Task 2 deliverables to be provided by Service Provider are:
a) Implement initial Device and fleet connectivity testing within two (2) weeks of first Devices onboarded to Gridshare for a particular DER Program; b) Configure Gridshare Flex to operate CalChoice’s DER Programs according to the DER Program Design Parameters specified in the Program SoW within four (4) weeks of finalizing the initial draft of the PDD;
c) Set up monitoring and alerting systems within four (4) weeks of finalizing the initial draft of the PDD;
d) Provide operational support system (escalation paths, setup of notification, recurring review meetings and responsible staff for monitoring) at first non-test Device dispatch; e) Completed testing and systems are confirmed to be ready to deliver CalChoice’s DER Programs within four (4) weeks of first Devices onboarded to the Gridshare platform; f) At a minimum monthly, provide Device Health and event reporting of fully integrated Devices and Aggregators, including Device and Aggregator performance against baseline, device alerts (misbehavior, telemetry, opt outs) (if data available), and Customer cost 91 Scope 1 – page 8
impacts (if data available). The exact reporting cadence for each DER Program will be established in the Program SoWs and/or PDD.

These delivery dates may be adjusted in the Program SoWs as mutually agreed upon by the Service Provider and CalChoice.

TASK 3: DER PROGRAM ADMINISTRATION SERVICES
Service Provider shall provide to CalChoice administrative support to ensure successful DER Program delivery (“DER Program Administration Services”). Service Provider shall provide to CalChoice the DER Program Administration Services in accordance with Subtasks 3.1 through

3.5, as set forth below. Additional details of the implementation of the DER Program Administration Services for a specific DER Program will be set forth in the Program SoWs.

Subtask 3.1: Project management and advisory
Service Provider shall provide the following ongoing project management services:
a) Run at least monthly operational check-in meetings with CalChoice staff to align and coordinate all DER Program activity. The frequency of meetings may be increased during the initial launch phase of the services;
b) Document and provide information management services via shared repositories and communication channels;
c) Assess the capacity value and load management value across all existing and potential Device categories in CalChoice’s service area for informal reporting purposes (e.g. to inform the CalChoice load management standards plan).

Subtask 3.2: Program contracting and design documents
Service Provider shall develop, in collaboration with CalChoice, the following contracting and design documents for each DER Program:
a) DER Program Onboarding Template: a template attached to this Scope 1 as Appendix B that allows CalChoice to provide basic information about the DER Program to the Service Provider for drafting of the Program SoW;
b) Program SoW: Enter into separate Program SoWs agreed upon by both Parties in writing, using the DER Program Onboarding Template in Appendix B. The Program SoWs establish the key DER Program Design Parameters and specify how the Service Provider will provide the Services for each DER Program to CalChoice (including potential additional obligations on Service Provider, third parties such as Program Implementers, and/or CalChoice);
92 Scope 1 – page 9
c) Program Design Document (PDD): Outlines the implementation details of each DER Program. This is a working document that will be maintained by both Parties throughout the duration of the DER Program.

Subtask 3.3: Customer management
If applicable, and as defined in the Program SoW, Service Provider shall provide the following ongoing Participant enrollment and eligibility verification processes:
a) Manage Participant enrollment and unenrollment under a specific DER Program; b) Perform Participant eligibility checks as defined in the Program SoW and/or PDD; c) Provide second line support to CalChoice, Respond to Customer inquiries or issues escalated to Lunar Energy by CalChoice or Program Implementers Subtask 3.4: Reporting
Service Provider shall report on Device and Participant enrollment metrics, as well as load shift performance, via the following methods:
a) Provide a UI that visualizes Device management and load shift performance and allows for download of data;
b) Provide an API for CalChoice to integrate with their systems for automatic data downloads and reporting;
c) Provide monthly reporting on metrics established in the Program SoWs or PDDs via email or shared depository.

Subtask 3.5: Program Implementer and Aggregator management Service Provider shall provide the following services to manage DER Program Implementers and Aggregators:
a) Manage the timely onboarding and integration of new Program Implementers / Aggregators;
b) Ensure that new Program Implementers and Aggregators shall meet the following high-level requirements:
1) Suitable communication protocol available, e.g. OpenADR 3.0, REST API; 2) Sufficient control points available to enable a smart management of Devices and a clear roadmap to deploying them;
3) Telemetry available to the granularity and accuracy required for the targeted services;
93 Scope 1 – page 10
4) Secure authorization methodology for assigning account access; 5) Best practice cyber security in place, ideally certified to a recognized standard, and satisfaction of the same cyber liability insurance requirements applicable to Service Provider under the MSA;
6) Willingness to sign an integration agreement with Service Provider; 7) Clear documentation and a responsive support team; and 8) Server site locations meeting expectations around safe management of Customer personal data.

Task 3 Deliverables
Task 3 deliverables to be provided by Service Provider are:
a) Run at least monthly operational check-in meetings with CalChoice staff; b) Draft initial Program SoW within fifteen (15) business days of receiving the DER Program Onboarding Template from CalChoice;
c) Initial response to Participant enrollment and un-enrollment requests to and from the Gridshare platform within three (3) business days. For the avoidance of doubt, if the Participant enrollment or un-enrollment is initiated by the Participant via a Device Partner, Aggregator or other entity other than Service Provider directly, reference is made only to the required time for Service Provider to respond to the instruction it received from CalChoice or the applicable partner;
d) If applicable, and as defined in the Program SoW, perform initial Participant eligibility check within ten (10) business days of receiving enrollment request; e) Provide an initial response to Customer inquiries or issues (received via partners or CalChoice) within three (3) business days;
f) Provide reports on Devices under management, Participant enrollment, Participant unenrollment, and Participant eligibility issues under each DER Program at a reporting cadence to be specified in the Program SoW.

SCOPE 1 – SERVICES FEES AND BUDGET

FEE STRUCTURE
In consideration of Service Provider’s provision of the Scope 1 Services, CalChoice shall be responsible for, and shall pay to Service Provider, the Services Fees described below, subject to 94 Scope 1 – page 11
the terms and conditions of the MSA. Additional Services Fees (such as program implementation fees) may be included in other Scopes under the MSA.
a) Setup Fee
1) One-time setup fee for the implementation and configuration of the Gridshare software.
2) Pricing: $60,000 (one time)
b) Fixed Platform Fee
1) Fixed fee for the software license and ongoing tasks, charged independently of the utilization of, or the capacity connected to, the DERMS platform. 2) Pricing: $120,000 (per year)
c) Device Fees
1) A variable Device Fee is charged based on the utilization of the DERMS platform and ongoing tasks, as further specified in the applicable Program SoW. d) Device Partner Integration Fees
1) Service Provider continuously updates and expands its base of Device Partner integrations. As a principle, Service Provider does not charge for integration with new Device Partners, subject to satisfactory assessment of expected Device volume and compliance with the requirements set out in Subtask 1.1(1)(b). e) Device Partner Setup Fees
1) Certain Device Partners may charge a one-time setup fee to incorporate their Devices under the DERMS platform. These potential Device and Aggregator set-up fees will be billed as pass-through to CalChoice. f) Device API Fees
1) Device Partners may charge an ongoing API fee to allow integration of the Device under the DERMS platform. Potential Device ongoing API fees will be billed as pass-through.
2) API fees for non-residential Devices are defined on a case-by-case basis. Specific API fees for a DER Program will be determined in the Program SoW. g) Service Provider Hourly Rate Card
1) The following hourly rates apply when Service Provider provides customized work or services to CalChoice outside of the agreed Scope under a future contract amendment. Hourly rates shall increase annually on each anniversary of the 95 Scope 1 – page 12
effective date of this Scope by the greater of (a) three percent (3%) or (b) the percentage change in the Consumer Price Index for All Urban Consumers (CPI-U) for the preceding twelve months, provided that no annual increase shall exceed five percent (5%).

Labor Role Hourly Rate ($)
Engineer $ 143.00
Senior/Lead Engineer $ 247.00
Principal Engineer $ 416.00
Product Management $ 208.00
Delivery Management $ 221.00
Legal $ 286.00

SERVICES FEE BILLING AND PAYMENTS
Services Fees payable under this Scope 1 as defined above will be invoiced on the following timeframes:
a) Set-up fee: at the latest date on which this Scope 1 is executed by either Party; b) Annual platform fee: annual platform fee applies once the Gridshare platform connects to managed Devices. The platform fee is billed quarterly, on the first day of the quarter, in four equal payment amounts;
c) Device Fees: billed monthly, at the end of the month, or as further defined in the Program SoWs;
d) Device Partner and Aggregator Setup Fees will be billed as pass-through when expenses occur, payable net-15 days from date of invoice;
e) Device API Fees will be billed monthly as pass-through, payable net-15 days from date of invoice.

CalChoice shall pay to Service Provider the Services Fees outlined above in accordance with the billing and payment structure outlined in Scope 1 and the MSA. 96 Scope 1 – page 13
SCOPE 1 – SOFTWARE SERVICE LEVEL STANDARDS

SERVICE LEVEL AGREEMENT AND SUPPORT FOR SOFTWARE SERVICES Support Software Service Standards. Service Provider shall correct Service Errors and respond to all requests for support in accordance with the required times and other terms and conditions set out below.

Requests for Software Service Support. Service Provider will classify CalChoice’s requests for Service Error corrections in accordance with the descriptions set forth below. Service Provider will provide CalChoice with a support channel for reporting Critical, High and Medium Service Errors. Low Service Errors may be reported via email, slack or telephone at the support email address, support slack channel and/or support phone number provided by Service Provider from time to time.
1) Support request classifications:
a) Critical Service Error: Significant and core functionality of the Software Service is unavailable, either with respect to the Software Service as a whole (e.g. users are unable to see any data on the Gridshare user interfaces) or with respect to performance of Gridshare Flex (e.g. Device plans are not being sent). b) High Service Error: Operational issues that materially impact delivery of the Gridshare Interfaces or Gridshare Flex with no work around available (e.g. data upload or download issues with GridShare Partner user interface or Gridshare Flex user interface).
c) Medium Service Error: A bug, or issue with an available work around or unexpected behavior that does not materially impact the functionality of the Gridshare Interfaces or Gridshare Flex.
d) Low Service Error: Request for assistance, information, or services that are routine in nature.
2) Software Service Levels. Software Service Levels are structured around criticality:
a) For Critical and High Service Errors, Service Provider will use commercially reasonable efforts to resolve the issue as soon as possible. CalChoice will raise a support ticket to Service Provider via the support channel. Service Provider will respond within two (2) hours. Service Provider will assign appropriate staff to work on the issue raised in the support ticket and will provide 24/7 support to resolve the support ticket.
b) For Medium Service Errors, Service Provider will use commercially reasonable efforts to resolve the issue as soon as possible. CalChoice will raise a support ticket to Service Provider via the support channel. Service Provider will respond by either solving the issue or giving a timeframe for doing so if it is more complex, within twenty four (24) hours. Service Provider will assign appropriate 97 Scope 1 – page 14
staff to work on the issue raised in the support ticket, who will work during standard UK business hours.
c) For Low Service Errors, Service Provider will provide email and phone support during business hours and in accordance with Service Provider’s standard support policies.
3) Uptime Software Service Levels. Service Provider will use commercially reasonable efforts to ensure that the Software Services are available for at least 99% of the time on a 24 hours a day, 7 days a week basis each calendar month as calculated below . The Software Services will be considered “Available” for the purposes of the Service Levels at any time Gridshare is not exhibiting a Critical Service Error and/or are not subject to an Excused Event.
a) Availability percentage for a given calendar month will be calculated as follows:
x = ((n-y)*100) / n.
b) Where:
i) x = availability percentage;
ii) n = the number of hours in a given calendar month; and iii) y = the number of hours that the Software Services are not available to CalChoice in such calendar month.
c) Example: For a month with 720 hours, where a Critical Service Error of 14.4 hours was present the uptime would be equal to ((720-14.4)*100/720 = 98.0% Service level agreements for Program specific operations and performance will be defined for each program in the Program SoWs.
98 Scope 1 – page 15
Agreed and accepted as of the latest date on which this Scope 1 is executed by either Party:

LUNAR ENERGY, INC. CALIFORNIA CHOICE ENERGY

AUTHORITY
By:

Name: Kunal Girotra
Title: Founder and CEO
Date:

By:

Name: Robert Johnson
Title: Interim Chief Executive Officer
Date:
99 Scope 1 – page 16
APPENDIX A – DEFINITIONS
“Aggregator” means an entity controlling fleets of Devices that can be contracted with as a strategy to add volumes of Devices on the DERMS Platform. “API” means the application programming interface used by Gridshare to interface with CalChoice or OEM software.
“CCEA Data”, per the MSA, shall include any and all data, including personally identifiable information (“PII”), originating from CalChoice Member CCAs and/or from any Authorized User, that is collected, accessed, transmitted, used, processed, stored, or generated by Service Provider, or that is otherwise made accessible to Service Provider, as the result of or in connection with CalChoice’s use, or Service Provider’s provision of the Services, and any data sets generated therefrom.
“Customer” means the end-user or account holder of record associated with a site where one or more Devices are located, who is eligible for or enrolled in a DER Program. “Dashboard” means a web-hosted User Interface for the Gridshare software service. “DERMS” means distributed energy resource management system. “DER Program” means a Customer program implemented by CalChoice and/or their partners, as set forth in a Program SoW agreed upon in writing by the Parties. “DER Program Design Parameters” means key inputs into the Program SoWs such as Device type, dispatch window, dispatch parameters, baseline and performance calculation, settlement point, performance metrics, and any other requirements of a particular DER Program. “DER Program Onboarding Template” means the template used between the Parties for CalChoice to provide basis DER Program information to the Service Provider for drafting of the Program SoW.
“Device” means a Customer-sited load flexibility resource. “Device Health” means a measurement of the ability to utilize a Device in the program. “Device-level Data” means data which is broken down to the Device level, as opposed to Fleet-level, or aggregated, data. “Device Partner” means an original equipment manufacturer or API provider that integrates with Gridshare to enable DER data exchange and control.
“Event” means Lunar Energy taking control of the Devices enrolled in a program for the purposes of fulfilling the program operational requirements.
“Excused Event” means an event caused by (a) CalChoice’s acts or omissions; (b) factors outside of Service Provider’s reasonable control related to lack of internet access or similar problems 100
Scope 1 – page 17
beyond the demarcation point of the Services; (c) any actions or inactions of an Authorized User, CalChoice, Participant, Customer, OEM, Program Implementer, Aggregator or any third party, including without limitation the disabling of the applicable Device by an end user; (d) any failure or unavailability of Authorized User’s, OEM’s, Program Implementer’s, Aggregator’s, CalChoice’s or any third party’s equipment, networks, products, services, software or other technology; and/or (e) any issues with internet connectivity with a Device. “Fleet-level Data” means data which is aggregated for a group (or fleet) of Devices. “Gridshare” or “Gridshare Platform” means the software developed by Service Provider, including Gridshare Base, Gridshare Partner, and Gridshare Flex. “Gridshare Base” means the base module of Gridshare which enables connection to devices, data ingestion/control, user accounts and user management.
“Gridshare Flex” means the energy flexibility product module of Gridshare which enables group management, dispatching, and health and performance reporting. “OEM” means original equipment manufacturer of a particular Device. “Participants” means Devices, sites or aggregates enrolled in a DER Program and operated for the purposes of that Program. If there are several Devices on one site (i.e. behind one Customer’s meter), they are all being covered under the “Participants” definition. “Program Design Document” or “PDD” means the informational document to be developed by both Parties for each DER Program specifying all the design and operational elements of the DER Program. This is a working document, not a contractual agreement. “Program Implementer” means an entity that provides implementation services for a particular DER Program (including, but not limited to, Customer enrollment and management, program management services, Customer payments etc.). Program Implementers can be “Aggregators” but don’t have to be.
“Program Statements of Work (SoWs)” are contractual agreements that are developed for each DER Program by both Parties in writing, using the DER Program Onboarding Template attached to this Scope 1 as Appendix B. They establish the DER Program Design Parameters and specify how the Service Provider will provide the Services for each DER Program to CalChoice (including potential additional obligations on Service Provider and/or CalChoice). “Service Error” means all errors or interruptions in the Software Services. “Software Services” is as defined in the MSA. Software Services include all the tasks and subtasks in Scope 1.
“Software Service Levels” means the performance standards set out in Section 2 of “SERVICE LEVEL AGREEMENT AND SUPPORT FOR SOFTWARE SERVICES” above. 101
Scope 1 – page 18
“Subcontractor” means an entity supporting the Service Provider in the provision of the services under this MSA.
“User Interface” or “UI” means the user interface, providing visualization of the Software Services provided to CalChoice.
102
Scope 1 – page 19
APPENDIX B – DER PROGRAM ONBOARDING TEMPLATE
An authorized representative of CalChoice may agree with Service Provider to amend this Program Onboarding Template during the term of Scope 1 to meet the needs of specific DER Programs.

DER Program Design Parameters

1. Program name

2. Program objective(s)

3. External funding

4. Program term

5. Geographic location

6. Eligible Customers and Participants

7. Preset groups

8. Device type

9. Device Partner(s)

10. Aggregator(s)

11. Program Implementer(s)

12. Subcontractor(s)

13. Additional Authorized User(s)
Additional obligations

1. Timeline for Device and Device Partner integration

2. Event Dispatch and Additional Grid Services

3. Participant Enrollment, Management and Eligibility

4. Measurement & verification (M&V)

5. Reporting
Services fees and budget

1. Service Fees

2. Budget

3. Customer Incentives and Payments

4. Aggregator Payments

5. Service Level Standards
103
Scope 1 – page 20
APPENDIX C – SERVICE PROVIDER STAFFING
Service launch
Lunar Resource Title Project Role Full-Time
Equivalent
Tomas Weaver Senior Business
Development
Manager
Contract management,
account management,
program design.
20%
John Linfoot Head of Energy
Platform Products
Grid services product
deployment and
device integrations.

Train on the use of the
Gridshare platform.
20%
Amanda Little Head of Legal Contracting: MSA,
SoWs, OEMs,
aggregators, and all
our other partners in
this project.
10%
Grace Hsu VP Legal Contracting:
overall/MSA.
10%
Adam Cundy Head of Delivery Gridshare SaaS
delivery oversight.
10%
Stefanie Bator Senior Program
Manager
Project and program
management
oversight.
30%
Ed Gunn VP of Commercial
Sales
Executive sponsor,
escalation
management,
commercial oversight.
5%
Rowan Hawksdale +
Team
VPP and Integrations
Software Lead

DERMS/OEM
integrations, Flex
Product.
30%
Jesus Prieto Senior Director of
Software Engineering
Engineering
oversight.
5%
104
Scope 1 – page 21
George Penny Head of Markets Program design,
Simulations,
modeling.
5%
Sam Wevers Director of Software
Product
Product oversight -
products meet
CalChoice’s
expectations.
2%
Natalie Sullivan Senior Information
Security Manager
Oversee the
implementation of all
cyber security
compliance
requirements.
2%
Post launch live service:

Lunar Resource Title Project Role Full-Time
Equivalent
Stefanie Bator Senior Program
Manager
Program operations,
admin, reporting,
client support.
5 - 50%
Tomas Weaver Senior Business
Development
Manager
Account management,
program strategy,
future roadmap and
strategy.
10%
John Linfoot Head of Energy
Platform Products
DERMS product
oversight.
10%
Amanda Little Head of Legal Legal support. 2%
Adam Cundy Head of Delivery Service delivery
oversight.
5%
Ed Gunn VP of Commercial
Sales
Executive sponsor,
escalation
management,
commercial oversight.
2%
Rowan Hawksdale +
Team
VPP and Integrations
Software Lead
DERMS ongoing
development, testing,
tech support.
5 - 20%
105
1 Program Statement of Work
CalChoice FlexWise Battery Program
106

2 TABLE OF CONTENTS
FLEXWISE BATTERY PROGRAM SOW - DESCRIPTION OF SERVICES AND TERM.....................3 FLEXWISE BATTERY SOW – TASKS AND DELIVERABLES....................................................4 Subtask 1.1: DER Program Design Parameters .................................................................................... 4 Subtask 1.2: Timeline for Device Partner Integration........................................................................... 6 Subtask 1.3: Event Dispatch and Additional Grid Services................................................................... 6 Subtask 1.4: Customer Enrollment, Management and Eligibility......................................................... 7 Subtask 1.5: Measurement and Verification (M&V) ............................................................................. 8 Subtask 1.6: Reporting ............................................................................................................................ 9 Subtask 1.7: Deliverables........................................................................................................................ 9 FLEXWISE BATTERY SOW – SERVICE FEES AND BUDGET .............................................11 Service Fees........................................................................................................................................... 11 Budget.................................................................................................................................................... 11 Customer Incentives and Payments...................................................................................................... 11 Aggregator Payments............................................................................................................................ 11 FLEXWISE BATTERY SOW – SERVICE LEVEL STANDARDS .................................................11 107

3 This Statement of Work (“SoW”) for the California Choice Energy Authority (”CalChoice”) Battery Demand Response Program, called the “ FlexWise Battery Program” (“FlexWise Battery”, and the SoW, the “FlexWise Battery FlexWise Battery SoW”) shall be incorporated into and governed by the terms of that certain Main Services Agreement (“MSA”) by and between CALIFORNIA CHOICE ENERGY AUTHORITY, a joint powers authority formed under the laws of the State of California (“CalChoice”) with a registered address at [44933 Fern Avenue, Lancaster California 93534], USA and LUNAR ENERGY, INC., a Delaware corporation with a registered address at 755 Ravendale Drive, Mountain View, California 94043 (“Service Provider”) dated [CONTRACT EXECUTION DATE], as may be amended, modified and supplemented from time to time. In the event of a conflict between the provisions contained in the MSA and those contained in this FlexWise Battery SoW, the provisions contained in this FlexWise Battery SoW shall prevail. Capitalized terms used but not defined here in this FlexWise Battery SoW shall have the meaning given to them in Appendix A of Scope 1 or the MSA.

This FlexWise Battery SoW, together with the MSA and Scope 1, constitutes the sole and entire agreement of the Parties with respect to this FlexWise Battery SoW and supersedes all prior and contemporaneous understandings, agreements, and warranties, both written and oral, with respect to such subject matter.

FLEXWISE BATTERY PROGRAM SOW - DESCRIPTION OF SERVICES AND TERM This FlexWise Battery Program SoW, entered into in accordance with Task 3 of Scope 1 of the MSA, details the program-specific statement of work and terms that facilitate the operation of the FlexWise Battery program via the Gridshare Platform provided by the Service Provider in accordance with the terms set forth in Scope 1 of the MSA. The FlexWise Battery Program is a residential managed battery energy storage systems (“BESS”) program for customers that receive generation services from CalChoice Member Community Choice Aggregators (“CCAs”), as defined in the MSA. The goal is to establish a program that can affect the charge and discharge behavior of residential BESS in order to optimize value for the customer, the grid, and CCAs. To avoid doubt, BESS’ are, for the purposes of this FlexWise Battery Program, Devices, as defined in the MSA. All references to BESS and Device in this FlexWise Battery Program SoW are interchangeable, and refer to Devices in Scope 1 and the MSA.

For the purposes of this FlexWise Battery SoW, only residential BESS participating in the Participate Energy Power Choice program are eligible for enrollment in the FlexWise Battery Program.

This FlexWise Battery Program SoW is effective on the latest signed date of the Parties and will remain in effect through [TERM END DATE - 3 YEARS], unless earlier terminated by either of the Parties per the terms defined in the MSA or upon termination of the MSA, Scope 1, whichever occurs first.

All tasks and subtasks set forth in this FlexWise Program SoW are considered Software Services (as specified in the MSA) and are subject to the Service Level Standards section in Scope 1 as if the same were repeated in its entirety in this FlexWise Program SoW, except that any references to “Scope 1” therein shall be read as applying to the “FlexWise Program SoW”. 108

4 FLEXWISE BATTERY PROGRAM SOW – TASKS AND DELIVERABLES This FlexWise Battery Program SoW establishes the contractual structure and implementation details for integrating residential BESS participating in the FlexWise Battery Program under the Gridshare Platform. Service Provider shall provide the tasks and deliverables agreed upon between the Parties in Scope 1, and in accordance with the MSA, for the FlexWise Battery Program. The following provides additional details regarding the contract structure and implementation of the FlexWise Battery Program specifically.

Subtask 1.1: DER Program Design Parameters
The following provides a high-level summary of program requirements as outlined by CalChoice in the DER Program Onboarding Template:
a) Program Name: FlexWise Battery Program
b) Program Objective(s):
1) Reduce CalChoice Member CCA’s resource adequacy (“RA”) obligation through strategic dispatch of Devices during peak times and inclusion on the California Energy Commission Peak Demand Forecast;
2) Charge and discharge BESS outside of the dispatch hours for RA value to achieve maximum customer value;
3) Observe and learn about Device dispatch patterns and integrate findings into CalChoice CCA’s internal load forecasting to drive procurement and CAISO market engagement strategies.
c) Geographic location: CalChoice Member CCAs service areas d) Eligible customer requirements:
1) Residential customer;
2) Receives CalChoice Member CCA generation services;
3) Has an eligible Device (outlined below) installed behind the customer’s meter; 4) Participates in the CalChoice Member CCA Power Choice Program; and 5) There are no dispatch requirements established for the Device from other publicly funded supply-side or load-modifying demand response (DR) programs offered by the utilities or 3rd party providers. e) Preset Groups:
1) FlexWise Battery Program Participants;
2) FlexWise Battery Program Participants grouped by CalChoice Member CCAs as specified in the PDD;
109

5 3) Future preset groups may be established in the Program Design Document (PDD).
f) Device type:
1) Battery Energy Storage Systems
g) Device Partner(s):
1) Tesla Energy
h) Aggregator(s): N/A
i) Program Implementer(s):
1) Participate Energy
j) Subcontractor(s): N/A
k) Additional Authorized Users: N/A
The list of Device Partners, Aggregators, Implementers and Subcontractors may be revised from time to time by mutual written agreement of the Parties and as pursuant to the MSA. The revision may be achieved by mutual written agreement and shall not require the Parties to amend this FlexWise Battery Program SoW or the MSA.

Subtask 1.2: Timeline for Device Partner Integration
Service Provider shall cause the successful integration of the Device Partners listed in Subtask

1.1.h as quickly as reasonably commercially and legally feasible. A successful integration is defined as Service Provider being able to communicate with the Devices through the Gridshare Platform in a manner that enables the dispatch methodology and measurement and verification (M&V).
a) Tesla: To integrate Tesla Devices under the Gridshare Platform, the Service Provider is directly integrating with the Tesla API.

Subtask 1.3: Event Dispatch and Additional Grid Services Devices will be dispatched on a daily basis with the goal to co-optimize CalChoice Member CCA’s RA value and customer bill savings, as detailed in the PDD. The daily dispatch of Devices for RA purposes is considered an “Event” under the FlexWise Battery Program.

Outside of the Event hours, CalChoice may establish additional requirements for Device charging and discharging at its discretion throughout the contract term in coordination with the Device Partners to meet procurement and load management goals. The dispatch strategies are defined at least on an annual basis between the parties and are described in more detail in the PDD.

Each organization has the following rights, roles and responsibilities in control of the Devices:
a) CalChoice Member CCAs
110

6 1) Ensures customer provides dispatch rights to CalChoice, Program Implementer and Service Provider;
2) Provides guiding principles for the control of Devices and coordinates the details of these strategies with the Program Implementer(s), Service Provider and Device Partners.
b) Service Provider
1) Establishes program-specific SoWs with Device Partners to enable Device dispatch and to ensure that Device Partners provide dispatch rights to CalChoice, Program Implementer and Service Provider;
2) Sends Event dispatch commands to Devices and monitors and reports on Device performance;
3) Works with the Device Partner on behalf of CalChoice to ensure grid service delivery is in line with the FlexWise Battery Program Design Document. c) Program Implementer
1) Installs and commissions Devices;
2) Collaborates with Service Provider to enroll Devices under the FlexWise Battery Program;
3) Works with CalChoice to ensure general aspects of the Event dispatch and potential additional grid services are communicated to the customer. d) Device Partners:
1) Enable via an API connection the provisioning, control, and dispatch of Devices, as well as the receipt of Device-level data.

Subtask 1.4: Customer Enrollment, Management and Eligibility Customers will only be able to participate in FlexWise Battery Program via direct enrollment facilitated by Program Implementer and CalChoice and enrollment is predicated on the customer being an existing Participate Energy client and PowerChoice participant and meeting all eligibility criteria.

CCEA works with Program Implementer(s) to provide standalone storage or solar and storage systems to CCEA customers. The Service Provider, Program Implementer and Device Partners shall have the following roles and responsibilities in customer enrollment, management and eligibility checks. Additional details are described in the PDD. a) Program Implementer
1) Send Service Provider the Device serial number at completion of each Device installation;
2) Work with CCEA to confirm customer eligibility before enrollment 111

7 3) Provide customer enrollment and un-enrollment lists to the Service Provider on at least a weekly basis;
4) Identify enrollment of customers in other demand response (DR) or daily load shift programs to avoid conflicting BESS obligations pertaining to dual enrollment in other DR or load management programs;
5) Work with the Service Provider and customer to resolve dual enrolment conflicts;
6) Provide ongoing customer support.
b) Service Provider
1) Enroll (or unenroll) customers under the FlexWise Battery Program in Gridshare Partner within a week of receiving the (un-)enrollment request from the Program Implementer;
2) Provide ongoing secondary customer support to the Program Implementer and CalChoice, described in further detail in the PDD.
c) Device Partners
1) Support provisioning and un-provisioning of Device-level Data and control to the Service Provider for customers enrolling and unenrolling, respectively.

Subtask 1.5: Measurement and Verification (M&V)
Performance measurement for the Devices under the FlexWise Battery Program will occur at the device-level (i.e., at the BESS inverter). The details of the M&V methodology are provided in the PDD.

Subtask 1.6: Reporting
Service Provider will provide CalChoice with the following reports under this FlexWise Battery Program SoW. The details of each report will be defined in the PDD.

Report Type Details Granularity
Customer
Enrollment
Report on Devices under management,
customer enrollment and unenrollment
Program-level and by
Preset Group
Device Health Device alert including, but not limited to, under-performance, telemetry, opt-outs
Program-level and by
Preset Group
Event
Performance
Load shifting energy metrics and performance
during Event hours
Program-level and by
Preset Group
Service Provider will provide these reports on the following cadence:
a) Customer Enrollment, Device Health and Event Performance will be provided daily via the Gridshare UI starting with the first Device dispatch; 112

8 b) Summary reports covering Customer Enrollment, Device Health and Event Performance will be produced monthly in a format external to Gridshare; 1) These reports will be produced weekly for the first month of operation; 2) CalChoice may request these reports more frequently than monthly as commercially reasonable throughout the contract duration; Subtask 1.7: Deliverables
Deliverables to be provided by the Service Provider under this FlexWise Battery Program SoW are:

Integrations
a) Service Provider to make commercially reasonable efforts to integrate with 1) Tesla Energy and Enphase upon signature of this FlexWise Battery Program SOW;
Customer Enrollment and Management
a) Enroll (or unenroll) customers under the FlexWise Battery Program in Gridshare Partner within a week of receiving the (un-)enrollment request from the Program Implementer;
b) Provide initial response to customer inquiries or issues (received via partners or CalChoice) within 2 business days.

Dispatch
a) Gridshare Flex is configured to operate the FlexWise Battery Program according to the DER Program Design Parameters specified in Subtask 1.1 above within two (2) weeks of finalizing the initial draft of the PDD;
b) Implement initial Device and fleet connectivity testing within seven (7) days of first Devices onboarded to the Gridshare platform;
c) Complete testing and systems are confirmed to be ready to deliver the FlexWise Battery Program within four (4) weeks of first Devices onboarded to the Gridshare platform.

Support
a) Set up monitoring and alerting systems within three (3) weeks of finalizing the initial draft of the PDD;
b) Provide operational support system (escalation paths, setup of notification, recurring review meetings and responsible staff for monitoring) at first non-test Device dispatch.

Dashboards and Data Sharing
113

9 a) Provide standard metrics Dashboard and maps in Gridshare Partner, as well as visualization of Participants via Gridshare Flex UI and/or API, within five (5) days of first non-test Device dispatch;
b) Program-specific dashboard configuration to be completed based on available components within 30 days from first non-test Device dispatch; c) Facilitate access to an API for data downloads from the Gridshare Platform within seven (7) days of first Devices onboarded to the Gridshare Platform.

FLEXWISE BATTERY PROGRAM SOW – SERVICE FEES AND BUDGET
Service Fees
The following Services Fees (as specified in Scope 1) apply to the FlexWise Battery Program.

For the avoidance of doubt, none of the other Services Fees from Scope 1 apply to this FlexWise Battery Program SoW.
a) Device Fees: the following variable fees shall be charged on a per Device enrolled basis in any given month the program is operational.
1) Price per Device enrolled
i. Volume tier 1: $4.25 per Device per month
ii. Volume tier 2: $3.50 per Device per month
iii. Volume tier 3: $2.50 per Device per month
2) Volume tiers: the following number of enrolled Devices dictate which volume tier each Device is charged at:
i. Volume tier 1: 1 - 1,500 Devices enrolled
ii. Volume tier 2: 1,501 - 5,000 Devices enrolled
iii. Volume tier 3: 5,001+ Devices
For the avoidance of doubt, this means that the first 1,500 enrolled Devices are charged to CalChoice Member CCAs at $4.25 / enrolled Device / month, Device 1,501 - 5,000 are charged at $3.50 / enrolled Device / month, and all enrolled Devices over 5,000 are charged at $2.50 / Device / month. 3) The volume of enrolled Devices is measured as the average number of devices connected to the DERMS platform in any given billing period. The average number of Devices will be defined as the [[number of connected Devices at the start of the first day of the billing period] + [number of Devices at the end of the last day of the billing period]] / 2. A Device is “enrolled” for the purposes of calculating the per Device Fee based on the maximum number of Devices within each group within Gridshare associated to the FlexWise Battery Program for the month for which an invoice is raised. 114

10 4) Invoicing instructions: billed monthly.
b) Device Partner Setup Fee: The following Device Partner Setup Fees apply:
1) [TBD] for the integration with Tesla.
c) Device API Fees: The following Device API Fees apply:
1) Tesla: [TBD] (throughout the duration of the contract term) Device API Fees will be agreed between the Device Partner, Service Provider and CalChoice, and will be billed as pass-through to CalChoice if charged to Service Provider.

FLEXWISE BATTERY PROGRAM SOW – SERVICE LEVEL STANDARDS
Service Provider shall implement the Software Services provided under this FlexWise Battery Program SoW in accordance with the Service Level Standards outlined in Scope 1.

Notwithstanding anything to the contrary in Scope 1, for this FlexWise Battery Program SoW, only the following load shift performance guarantees apply:
a) For BESS, the commands will achieve >95% of the Maximum Available Energy at the aggregated level, excluding any Excused Events.
1) “Maximum Available Energy” is energy available in Plannable Devices not reserved for hardware requirements or customer resiliency, calculated at the time of dispatch start.
2) “Plannable Devices” are those Devices which are: (1) enrolled in the FlexWise Battery Program evaluated, (2) part of the preset group whose response is requested, and (3) online at the time of planning.

Service Provider will begin tracking the performance of the Devices under the FlexWise Battery Program from the first non-test dispatch under the Gridshare Platform. 115

11 Agreed and accepted as of the latest date on which this FlexWise Battery SoW is executed by either party:

LUNAR ENERGY, INC. CALIFORNIA CHOICE ENERGY

AUTHORITY
By:

Name: Kunal Girotra
Title: CEO and Founder
Date:

By:

Name:

Title:

Date:
116

STAFF REPORT
California Choice Energy Authority
5/19/26
RJ
Date: May 19, 2026
To: Chair Harris and Authority Members
From: Barbara Boswell, Treasurer
Item 8: Consider Adoption of Resolution Approving California Choice Energy Authority Fiscal Year 2026/27 Budget
Recommendation:

Adopt a resolution approving the California Choice Energy Authority Fiscal Year 2026/27 Budget.

Fiscal Impact:

The proposed Fiscal Year 2026/27 recommends operating expenditures in the amount of $2,780,145, which includes $213,365 in proposed additions. Expenditures are offset by available net position of $451,704, as calculated pursuant to the Financial Reserve Policy and non-operating revenue of $200,000, resulting in $2,128,441 to be allocated to members in Administrative Service Fees. Also included in the proposed budget are member agency energy transactions pass-throughs in the amount of $44,107,223 and professional services pass throughs in the amount of $8,518,224.

Background:

The annual budget establishes the spending authority for CalChoice, providing sufficient funding to provide administration, procurement, programs and regulatory support for the eight CalChoice member agencies.

At its Special Board Meeting April 29, 2026, the Board was presented with the draft FY 2026/27 Budget and considered potential additions to the Budget. The Board provided direction to staff to include the following changes to the Proposed Budget being considered at this meeting:
• Increase Admin OH (CEO) - $156,000
• Halsten Dashboard (Formerly Strategage)
• Phase 2 – Program/Project Mgmt. & 10 AI Co-Pilots; Subscription & Support
• $16,365 CalChoice + $16,365 Pass through to participating members annually
• Energy Development Feasibility Study – Phase 1
• Feasibility Analysis for Options for Renewable Energy Resources • $40,000
117
Item 8
FY 2026/27 Budget
2 • Lunar DERMS – Passthrough to Member Agencies that Participate • $60,000 – One-time Software Setup Fee
• $120,000 annually divided among members that participate The proposed FY 2026/27 operating budget, including the items detailed above, compared to the FY 2025/26 Adopted Budget is summarized below:

FY 2025/26

ADOPTED
BUDGET
FY 2025/26

PROJECTED
FY 2026/27

PROPOSED
$
CHANGE
%
CHANGE
Revenues $2,850,520 $2,963,662 $2,284,754 ($565,766) (19.8%) Expenditures 2,715,520 2,441,826 2,780,145 64,625 2.4%
Change in Net
Position $135,000 $521,836 ($495,391) ($630,391) (466%) Beg. Net
Position 1,730,031 1,730,031 2,251,867 521,836 30.1%
Ending Net
Position $1,865,031 $2,251,867 $1,756,476 ($108,555) (5.8%) The decrease in revenues is related to applying the unreserved net position towards the proposed expenditures, in compliance with the Financial Reserve Policy. The increase in expenditures is the net effect of proposed decreases in Legal Expenses to reflect the historical average over the past three years and a reduction of CalCCA fees due to their change in fee calculation methodology offset by the proposed additions.

The proposed operating expenditure line-item detail budget is shown below followed by the FY 2026/27 Proposed Budget and Statement of Fund Balance.
118
Item 8
FY 2026/27 Budget
3 119
Item 8
FY 2026/27 Budget
4 120
Item 8
FY 2026/27 Budget
5 GRANT FUNDED PROGRAMMATIC
In addition to the operating budget, the following program budget is proposed for programs funded by Grant Funds:

Lastly, there are energy procurement and professional services passthrough expenses that are budgeted for as summarized below:

FY 2025/26
Adopted Budget
FY 2025/26
Projected
FY 2026/27
Proposed
Energy Procurement
Revenue $32,168,768 $46,407,250 $44,107,223
Energy Procurement
Expenditures $32,168,768 $46,407,250 $44,107,223
Professional Services
Passthrough Rev $7,938,530 $7,111,133 $8,518,224
Professional Services
Passthrough Exp $7,938,530 $7,111,133 $8,518,224
The increase in professional services costs is primarily related to the annual CPI increase in the Calpine Data Management Agreement.

Attachment:

Resolution Adopting the Fiscal Year 2026/27 Budget
121
RESOLUTION NO. 2026-

A RESOLUTION OF THE CALIFORNIA CHOICE ENERGY

AUTHORITY, ADOPTING THE ANNUAL FISCAL YEAR
2026/27 BUDGET
WHEREAS, the California Choice Energy Authority (“Authority”) is a duly formed and existing Joint Powers Authority under the laws of the State of California pursuant to Government Code Section 6500 et seq.; and
WHEREAS, in accordance with Government Code Sections 6508 and 6509, the Authority operates subject to the fiscal policies and procedures of its governing agreement and applicable provisions of California law; and
WHEREAS, the Interim Chief Executive Officer has submitted a proposed Annual Budget for Fiscal Year 2026/27 to the Board of Directors in conformance with the Authority’s Joint Powers Agreement and established fiscal policies; and WHEREAS, the proposed budget has been reviewed and discussed by the Board in a duly noticed public meeting held in compliance with the Brown Act (Government Code Section 54950 et seq.); and
WHEREAS, the Board has determined that the proposed budget provides for the efficient operation of the Authority and supports the public purposes for which the Authority was formed.

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the California Choice Energy Authority as follows:

Section 1. Approval of Budget: The Board of Directors hereby approves and adopts the Annual Budget for Fiscal Year 2026/27, as presented and attached hereto as Exhibit A.

Section 2. Appropriation of Funds: The amounts specified in the Annual Budget are hereby appropriated for expenditure in accordance with the purposes and activities described therein.

Section 3. Authority to Implement: The Interim Chief Executive Officer is authorized and directed to take all actions necessary to implement and manage the approved budget, including entering into contracts, making expenditures, and administering funds in accordance with the budget and applicable law.

Section 4. Effective Date: This resolution shall take effect immediately upon its adoption.
122
Item 8 Attachment A
PASSED, APPROVED, and ADOPTED this 19th day of May 2026, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:

KEVIN TONOIAN GEORGE HARRIS
Interim Board Secretary Chair
California Choice Energy Authority California Choice Energy Authority 123
Resolution No. 2026-

Page 2 ends

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )ss

CITY OF LANCASTER )

CERTIFICATION OF RESOLUTION

CALIFORNIA CHOICE ENERGY AUTHORITY
I, , of California Choice
Energy Authority, do hereby certify that this is a true and correct copy of the original Resolution No. 2026- , for which the original is on file in my office.

WITNESS MY HAND AND THE SEAL OF THE CALIFORNIA CHOICE ENERGY AUTHORITY, on this day
of , .
(seal)
124

Page 1 ends

California Choice Energy Authority
Fiscal Year 2026/27 Proposed Budget
FY 2026/27
Proposed Budget
Administrative Service Agreements
Apple Valley ASA Revenue 175,119
LancasterASA Revenue 450,307
Palmdale ASA Revenue 383,595
Pico Rivera ASA Revenue 156,357
Pomona ASA Revenue 316,883
Rancho Mirage ASA Revenue 212,645
San Jacinto ASA Revenue 135,509
Santa Barbara ASA Revenue 254,340
Total Administrative Service Agreements 2,084,754
Sponsorship Income 60,000
Interest Income 140,000
Net Revenue Avail for Operating Expenditures 2,284,754

OPERATING EXPENDITURES
CalChoice Operating Expenditures
Workshops/Seminars/Travel/Meals 30,000
Promotion & Advertising (Marketing) 185,000
Memberships & Dues 434,700
Office Supplies 500
Insurance Expense 21,000
Professional Services 1,232,805
Software & Support 26,140
CalChoice Board Admin 50,000
Program Development 25,000
Legal Services - General & Procurement 175,000
Legal Services - Regulatory 300,000
Administrative Overhead for Interim CEO 300,000
Total CalChoice Proposed Operating Expenditures 2,780,145 Associate Member Professional Services Pass Throughs
Apple Valley - Professional Services Revenue (1,000,380) Apple Valley - Data Mgmt 594,086
Apple Valley - Professional Svcs 406,294
Lancaster - Professional Services Revenue (1,462,124)
Lancaster - Data Mgmt 1,055,830
Lancaster - Professional Svcs 406,294
Palmdale - Professional Services Revenue (1,386,948)
Palmdale - Data Mgmt 980,654
Palmdale - Professional Svcs 406,294
125

EXHIBIT A

Page 2 ends

California Choice Energy Authority
Fiscal Year 2026/27 Proposed Budget
FY 2026/27
Proposed Budget
Pico Rivera - Professional Services Revenue (799,662)
Pico Rivera - Data Mgmt 393,368
Pico Rivera - Professional Svcs 406,294
Pomona - Professional Services Revenue (1,223,400)
Pomona - Data Mgmt 817,106
Pomona - Professional Svcs 406,294
Rancho Mirage - Professional Services Revenue (718,522) Rancho Mirage - Data Mgmt 312,228
Rancho Mirage - Professional Svcs 406,294
San Jacinto - Professional Services Revenue (851,700)
San Jacinto - Data Mgmt 445,406
San Jacinto - Professional Svcs 406,294
Santa Barbara - Professional Services Revenue (1,075,486) Santa Barbara - Data Mgmt 654,192
Santa Barbara - Professional Svcs 421,294
Total Professional Services Revenues/Expenditures -
(8,518,224)
Energy Revenue/Expenditures
Apple Valley - Energy Revenue (2,907,507)
Apple Valley - Energy Expenses 2,907,507
Lancaster - Energy Revenue (8,406,809)
Lancaster - Energy Expenses 8,406,809
Palmdale - Energy Revenue (1,654,362)
Palmdale - Energy Expenses 1,654,362
Pico Rivera - Energy Revenue (2,717,447)
Pico Rivera - Energy Expenses 2,717,447
Pomona - Energy Revenue (4,423,776)
Pomona - Energy Expenses 4,423,776
Rancho Mirage - Energy Revenue (9,614,139)
Rancho Mirage - Energy Expenses 9,614,139
San Jacinto - Energy Revenue (2,611,193)
San Jacinto - Energy Expenses 2,611,193
Santa Barbara - Energy Revenue (11,771,992)
Santa Barbara - Energy Expenses 11,771,992
Total Energy Revenue/Expenditures -
Total Expenditures 2,780,145

PROGRAM ACTIVITIES
126

Page 3 ends

California Choice Energy Authority
Fiscal Year 2026/27 Proposed Budget
FY 2026/27
Proposed Budget
Program Revenue
FY 2026/27
Proposed Budget
DAC-GT Program Revenue 1,527,945
EBD 67,000
Total Program Funds 1,594,945
Program Expenditures
DAC-GT - Professional Svcs 988,215
DAC-GT Energy Associated Costs 539,730
DAC-GT - Legal Svcs
EBD - Professional Fees 67,000
Program Expenditures 1,594,945
Net Program Revenues/Expenditures -
CHANGE IN NET POSITION (495,391)

STATEMENT OF NET POSITION
Results of Operations: (495,391)
Beginning Net Position 2,251,867
NET POSITION, END OF FISCAL YEAR 1,756,476

STATEMENT OF FUND BALANCE
Designated Reserves
Operational Reserve - 25% of Budgeted on-going Expenses 685,036 Emergency Reserve - 25% of Budgeted on-going Expenses 685,036 Energy Purchase Reserve - 10% of Prior year Lowest Cash Balance 386,404 Total Designated Reserves 1,756,476
Undesignated Reserves 0
TOTAL RESERVES 1,756,476
127

STAFF REPORT
California Choice Energy Authority
5/19/26
RJ
Date: May 19, 2026
To: Chair Harris and Authority Members
From: Barbara Boswell, Treasurer
Item 9: Consider Adoption of Resolution Establishing the Regular Meeting Schedule
Recommendation:

Adopt Resolution Establishing the Regular Meeting Schedule.

Fiscal Impact:

Costs related to increasing the number of Board meetings are included in the FY 2025/26 Adopted Budget and in the FY 2026/27 Proposed Budget.

Background:

At its Special Meeting on February 17, 2026, the CalChoice Board adopted Resolution No. 2026-001 which established rotation of the Chair and Vice Chair, regular Board meeting location rotation and regular Board meeting schedule. That Resolution set the current regular meeting schedule to be held quarterly on the 3rd Tuesday at 1pm, in February, May, August and November.

At its Special Board meeting held April 29, 2026, the Board indicated a desire to consider changing the regular meeting schedule from quarterly to every other month.

Staff has reviewed the Member Agency’s City Council meeting dates to identify day options for the Board to consider which do not conflict with Council meetings.

The following are options for the Board to consider:
• Option A – 1:00 pm of odd months (July, September, November, January, March, May)
• Option B – 1:00 pm of even months (August, October, December, February, April, June)
Day of the month to consider:
2 nd & 4th Monday
1 st & 2nd Wednesday
Any Friday
128
Item 9
Regular Meeting Schedule
2 The current location rotation established in Resolution No. 2026-001 would continue:

Santa Barbara
San Jacinto
Rancho Mirage
Apple Valley
Pomona
Pico Rivera
Palmdale
Lancaster
The new Regular meeting schedule would be effective July 1, 2026.

Attachment:

Resolution Establishing the Regular Meeting Schedule
129
RESOLUTION NO. 2026-__

A RESOLUTION OF THE CALIFORNIA CHOICE ENERGY

AUTHORITY, ESTABLISHING THE REGULAR BOARD

MEETING SCHEDULE
WHEREAS, the California Choice Energy Authority (“Authority”) is a joint exercise of powers authority created under the Joint Exercise of Powers Act (California Government Code Section 6500, et seq.) by that certain agreement dated August 14, 2012, and originally entitled “Joint Exercise of Powers Agreement Relating to the California Choice Energy Authority (“JPA Agreement”); and
WHEREAS, the California Choice Energy Authority (CalChoice) Joint Exercise of Powers Agreement Section D.2 states that the Board may set the date, hour and place of regular meetings via resolution; and
WHEREAS, on February 17, 2026, the Authority set its regular meeting schedule by adopting Resolution No. 2026-001; and
WHEREAS, the Authority desires to amend the regular meeting schedule set forth in Resolution No. 2026-001 to provide for meetings on the ___ ___________ of each [odd] or [even] month of the year, leaving in place the regular meeting location rotation as set forth in Resolution No. 2026-____.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CALIFORNIA CHOICE ENERGY AUTHORITY:

Section 1. Commencing July 1, 2026, the Authority Board of Directors shall hold its regular meetings at 1:00 p.m. on the following dates:

Date
130
Item 9 Attachment
PASSED, APPROVED, and ADOPTED this 19th day of May, 2026, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:

Kevin Tonoian, Interim Board Secretary George Harris, Chair California Choice Energy Authority California Choice Energy Authority 131
Resolution No. 2026-__

Page 2 ends

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )ss

CITY OF LANCASTER )

CERTIFICATION OF RESOLUTION

CALIFORNIA CHOICE ENERGY AUTHORITY
I, , of California Choice
Energy Authority, do hereby certify that this is a true and correct copy of the original Resolution No. 2026-__, for which the original is on file in my office.

WITNESS MY HAND AND THE SEAL OF THE CALIFORNIA CHOICE ENERGY AUTHORITY, on this day
of , .
(seal)
132

California Choice Energy Authority (CalChoice) Board of DirectorsMay 19, 2026

California Choice Energy Authority (CalChoice) Board of Directors
May 19, 2026