Agenda packet — Clean Power Alliance Board of Directors, April 4, 2024

Board of Directors of the
Clean Power Alliance of Southern California
Regular Meeting
Thursday, April 4, 2024
2:00 p.m.

Visit CPA’s YouTube Channel to view a Live Stream of the Meeting www.youtube.com/@CPApublicmeetings
*There may be a streaming delay of up to 90 seconds. This is a view-only live stream.

Clean Power Alliance
Diana Mahmud Board Room
801 S. Grand Ave., Suite 400
Los Angeles, CA 90017
Members of the public may also participate in this meeting at the following locations:

Calabasas City Hall
Council Conference Room
100 Civic Center Way
Calabasas, CA 91301
Ventura County Government Center
Point Mugu Conference Room, 4th Floor
Hall of Administration
800 South Victoria Avenue
Ventura, CA 93009
Whittier City Hall
Admin Conference Room
13230 Penn Street
Whittier, CA 90602
South Bay Cities Council of Governments
Conference Room
2355 Crenshaw Blvd., Suite 125
Torrance, CA 90501
PUBLIC COMMENT: Members of the public may submit their comments by one of the following options:
• Email Public Comment: Members of the public are encouraged to submit written comments on any agenda item to [email protected] up to four hours before the meeting. Written public comments will be announced at the meeting and become part of the meeting record. Public comments received in writing will not be read aloud at the meeting. • Provide Public Comment During the Meeting: The General Public Comment item is reserved for persons wishing to address the Board on any Clean Power Alliance-related matters not on today’s agenda. Public comments on matters on today’s Consent Agenda and Regular Agenda shall be heard at the time the matter is called. Comments on items on the Consent Agenda are consolidated into one public comment period. Members of the public who wish to address the Board at CPA’s Office are requested to complete a comment card and provide it to staff. If you are attending from a remote location, please identify yourself to a CPA representative when your item is called. Each speaker is limited to two (2) minutes (in whole-minute increments) per agenda item with a cumulative total of five 5 minutes to be allocated between the General Public Comment, the entire Consent Agenda, or individual items in the Regular Agenda. Please refer to Policy No. 8 – Public Comment for additional information.

Agenda Page 1
NAVIGATING OUR AGENDA PACKETS: The meeting agenda packets are bookmarked PDFs, which display a list of agenda items to the left of the page and allow you to click to view specific items within the packet. If viewing in your browser, click the "document outline" button in the upper left corner of the screen.

If the PDF is downloaded, the bookmark panel (ribbon icon) appears on the left side of the screen.

ACCESSIBILITY: Meetings are accessible to people with disabilities. Individuals who need special assistance or a disability-related modification or accommodation to participate in this meeting, or who have a disability and wish to request an alternative format for the meeting materials, should contact the Clerk of the Board at least two (2) working days before the meeting at [email protected] or (213) 713- 5995. Notification in advance of the meeting, while not required, will enable us to make reasonable arrangements to ensure accessibility to this meeting and the materials related to it.

CALL TO ORDER AND PLEDGE OF ALLEGIANCE

ROLL CALL

GENERAL PUBLIC COMMENT

CONSENT AGENDA

1. Approve Minutes from the March 7, 2024 Board of Directors Meeting

2. Appoint One New Member to the Community Advisory Committee for An Open Position in the West/Unincorporated Ventura County Region for the May 2024 – April 2026 Term

3. Approve a Professional Services Agreement with Langan Engineering and Environmental Services, Inc. for Software Development and Information Technology Consulting Services with a Total Not-To-Exceed Amount of $280,000

4. Approve and Authorize the Following Actions in Connection with Ongoing Support for CPA’s Regulatory Affairs Efforts:
a. Approve a Special Assessment for Southern California Edison’s (SCE) Energy Resource Recovery Account Proceeding Management Services from the California Community Choice Association (CalCCA) for Contracts with (i) NewGen Strategies & Solutions (“NewGen”) with a Not-to-Exceed (“NTE”) Amount of $79,881, and (ii) Keyes & Fox LLP (“K&F”) with an NTE Amount of $76,380;
b. Approve an Amended Special Assessment for SCE 2025 General Rate Case Proceeding Management Services from CalCCA for Contracts with (i) NewGen with an Additional NTE Amount of $6,750, (ii) MRW & Associates with an Additional NTE Amount of $9,000, and (iii) K&F with an Additional NTE Amount of $22,500;
c. Authorize the Chief Executive Officer to Execute the Professional Services Agreement Between CPA and NewGen for an Initial One-Year Term and Up to a Three-Year Term with an NTE Amount of $25,000 to Provide Specialized Services Regarding Green Tariff Shared Renewables Issues in the Green Access Programs Proceeding and General Regulatory Support Agenda Page 2

5. Approve and Authorize the Chief Executive Officer to Execute an Amendment to the FY 2023/24 Professional Services Agreement with Bloom Ads Global Media Group for an Additional $100,000 in Media Buying and Increase the PSA from $250,000 to an NTE Amount of $350,000.

6. Approve and Authorize the Chief Executive Officer to Execute the Following Amendments to Renewable Power Purchase Agreements (PPAs) to Serve CPA's Power Share Program:
a. Amendment No. 1 to the Renewable PPA with Prologis – Wilmington1, LLC; and,
b. Amendment No. 1 to the Renewable PPA with Prologis – El Segundo LLC

7. Approve a Support Position on Assembly Bill 1176, as Recommended by the Legislative & Regulatory Committee at its March 27, 2024 Meeting

8. Receive and File Bill Positions March 2024 Monthly Report

9. Receive and File Monthly Community Advisory Committee Report

REGULAR AGENDA
Information Item

10. Receive Presentation on FY 2024/2025 Rates Outlook

CLOSED SESSION

11. CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION Exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Section 54956.9: 1
REGULAR AGENDA (Continued)
Election Item

12.Open Nomination Period for Executive Committee At-Large Positions for the July 2024 – June 2026 Term

COMMITTEE CHAIR UPDATES
Director Deborah Klein Lopez, Chair, Legislative & Regulatory Committee Director Susan Santangelo, Chair, Finance Committee
Director Robert Parkhurst, Chair, Energy Planning & Resources Committee

MANAGEMENT REPORT

BOARD MEMBER COMMENTS

REPORT FROM THE CHAIR
ADJOURN – NEXT REGULAR MEETING ON MAY 2, 2024
Public Records: Public records that relate to any item on the open session agenda for a regular Board Meeting are available for public inspection. Those records that are distributed less than 72 hours prior to the meeting are available for public inspection at the same time they are distributed to all, or a majority of, the members of the Board. Public records are available for inspection at CPA’s Office at 801 S. Grand Ave., Suite 400, Los Angeles, CA 90017, or online at www.cleanpoweralliance.org/agendas.

Agenda Page 3
Commonly Used Acronyms
BESS Battery Energy Storage System
CAC Community Advisory Committee
CAISO California Independent System Operator
CALCCA California Community Choice Association
CalEVIP California Electric Vehicle Incentive Program
CARB California Air Resources Board
CARE California Alternate Rates for Energy (Low Income Discount Rate) CCA Community Choice Aggregation
CEC California Energy Commission
CPUC California Public Utilities Commission
DA Direct Access (Private Retail Energy Supplier)
DAC Disadvantaged Community (As Defined by Calenviroscreen 3.0) DER Distributed Energy Resources
DR Demand Response
ERMP Energy Risk Management Policy
ERRA Energy Resource Recovery Account (SCE Generation Rate Setting)
ESA Energy Storage Agreement
EVSE Electric Vehicle Supply Equipment (EV Charger)
FERA Family Electric Rate Assistance (Low Income Discount Rate) GHG Greenhouse Gas
IOU Investor Owned Utility
IRP Integrated Resource Plan
JPA Joint Powers Authority
Agenda Page 4
Commonly Used Acronyms
Kwh Kilowatt-Hour (A Measure of Energy Used in A One-Hour Period) Kw Kilowatt = 1,000 Watts (Watt = A Measure of Instantaneous Power) LSE Load Serving Entity
MB Medical Baseline (Discount Rate for Medical Equipment Needs) MW Megawatt = 1,000 Kilowatts
Mwh Megawatt-Hour = 1,000 Kilowatt-Hours
NEM Net Energy Metering (Usually for Customers with Solar) OAT Other Applicable Tariffs
PCIA Power Charge Indifference Adjustment (Can Be Called “Exit Fee”) PCC1 Renewable Energy Generated Inside California
PCC2 Renewable Energy Generated Outside California
PCC3 A REC from A Renewable Resource, Delivered Without Energy PCL Power Content Label
POU Publicly Owned or Municipal Utility
PPA Power Purchase Agreement
PSPS Public Safety Power Shutoff
PV Photovoltaic (Solar) Panels
RA Resource Adequacy
REC Renewable Energy Credit
RPS Renewables Portfolio Standard
T&D Transmission and Distribution
TOU Time Of Use (Used to Refer to Rates that Differ by Time Of Day) WECC Western Electricity Coordinating Council
Agenda Page 5
Staff Report – Agenda Item 1
To: Board of Directors
Subject: Approve Minutes from the March 7, 2024 Board of Directors Meeting
Date: April 4, 2024

RECOMMENDATION
Approve.

ATTACHMENT

1. Minutes

Agenda Page 6
Board of Directors Item 1

MINUTES
Board of Directors of the
Clean Power Alliance of Southern California
Regular Meeting
Thursday, March 7, 2024, 2:00 p.m.

Meeting videos are available on CPA's YouTube Channel.
http://www.youtube.com/@CPApublicmeetings
Clean Power Alliance
Diana Mahmud Board Room
801 S. Grand Ave., Suite 400
Los Angeles, CA 90017
Board members participated from the following locations:

Calabasas City Hall
Council Conference Room
100 Civic Center Way
Calabasas, CA 91301
Ventura County Government Center
Channel Islands Conference Room, 4th Floor
Hall of Administration
800 South Victoria Avenue
Ventura, CA 93009
Whittier City Hall
Admin Conference Room
13230 Penn Street
Whittier, CA 90602
South Bay Cities Council of Governments
Conference Room
2355 Crenshaw Blvd., Suite 125
Torrance, CA 90501

CALL TO ORDER & ROLL CALL
Chair Gold called the meeting to order at 2:00 p.m. and Gabriela Monzon, Clerk of the Board, conducted roll call.

PLEDGE OF ALLEGIANCE
Director Byers led the pledge of allegiance.

Roll Call
1 Agoura Hills Deborah Klein Lopez Director Remote
2 Alhambra Jeff Maloney Director Present
3 Arcadia Michael Cao Director Present
4 Beverly Hills Julian Gold Chair Present
5 Calabasas Ed Albrecht Alternate Remote
6 Camarillo Susan Santangelo Director Remote
7 Carson Reata Kulcsar Alternate Remote
8 Claremont Jennifer Stark Alternate Present
9 Culver City Yasmine-Imani McMorrin Director Present
10 Downey Absent
Agenda Page 7
Board of Directors Item 1
11 Hawaiian Gardens Ramie L. Torres Alternate Remote
12 Hawthorne Alex Monteiro Director Present
13 Hermosa Beach Doug Krauss Alternate Remote
14 Los Angeles County Lindsey Horvath Vice Chair Present 15 Malibu Marianne Riggins Director Remote
16 Manhattan Beach Amy Howorth Director Remote
17 Monrovia Tamala Kelly Director Remote
18 Moorpark Absent
19 Ojai Michelle Ellison Alternate Remote
20 Oxnard Bert Perello Director Remote
21 Paramount Vilma Cuellar Stallings Director Remote
22 Redondo Beach Paige Kaluderovic Director Remote
23 Rolling Hills Estates Steve Zuckerman Alternate Remote 24 Santa Monica Gleam Davis Director Present
25 Santa Paula Andy Sobel Alternate Remote
26 Sierra Madre Robert Parkhurst Director Present
27 Simi Valley Rocky Rhodes
Fred Thomas
Director
Alternate
Present
Remote
28 South Pasadena Jon Primuth Director Present
29 Temple City Absent
30 Thousand Oaks Absent
31 City of Ventura Liz Campos Director Remote
32 Ventura County Vianey Lopez Vice Chair Remote
33 West Hollywood Chelsea Byers Alternate Present
34 Westlake Village Absent
35 Whittier Leon Vasquez Alternate Remote
All votes are unanimous unless otherwise stated.

GENERAL PUBLIC COMMENT
There was no public comment.

Agenda Page 8
Board of Directors Item 1

CONSENT AGENDA

1. Approve Minutes from the February 1, 2024 Board of Directors Meeting

2. Adopt Resolution No. 24-03-060 Approving the Extension of the Maturity Date of the Revolving Credit Agreement with JPMorgan Chase Bank, N.A. and Certain Amendments to the Fee Agreement Related Thereto

3. Adopt Resolution No. 24-03-061 Approving Amendments to CPA’s Board Reimbursement Policy No. 2018-05

4. Adopt Resolution No. 24-03-062 Approving the Load Management Standard Compliance Plan wherein CPA Proposes to Utilize Current and Planned Load Flexibility Programs to Meet the California Energy Commission’s LMS Requirements

5. Receive and File Bill Positions March 2024 Monthly Report

6. Receive and File FY Q2 Financial Report

7. Receive and File CY Q4 Risk Management Team Report

8. Receive and File Monthly Community Advisory Committee Report In response to Director Perello’s question about Item 3, staff clarified that typically all directors are invited to attend CPA-wide events and that the amendments to the expense policy are intended to allow for CPA to reimburse Board directors for expenses related to that attendance whether or not they were speakers at the event. Staff also clarified that the CEO consults with the Board Chair to approve Board Director reimbursements and that CPA may book and pay for hotels rooms and conference registrations in advance on behalf of Board members.

Motion: Director Parkhurst, Sierra Madre
Second: Director Rhodes, Simi Valley
Vote: The consent agenda was approved by a roll call vote with abstentions from Directors Stark and Torres. Directors Kelly and Sobel abstained from Item 1 only. Director Perello voted no on Item 3 only.

REGULAR AGENDA

9. Elect a Board Chair to Serve the Remaining Three Months of the 2022-2024 Term and the Entirety of the July 2024 – June 2026 Term
Chair Gold introduced the item, stating that the nomination period closed on February 16, 2024, and Director Klein Lopez was nominated for the position.

Director Klein Lopez thanked Vice Chair Horvath for the nomination and shared her experience advocating for CPA and subsequently joining the organization as a Board member and leading the Legislative & Regulatory Committee.

Director Perello noted that one of the Vice Chairs should complete the remaining three months of the departing Chair’s term, but fully supported the election of the nominee for the full term.

Motion: Vice Chair Horvath, Los Angeles County
Second: Director Monteiro, Hawthorne
Vote: Item 9 was approved by a roll call vote with Directors Perello and Campos voting No on the three-month term and Yes on the full term.

10. Approve and Authorize the Chief Executive Officer to Execute (1) a Professional Services Agreement with Lincus, Inc. to Provide Building Electrification Services

Agenda Page 9
Board of Directors Item 1
in an amount Not-to-Exceed $615,000; and (2) a Professional Services Agreement Agenda Page 2 with Optony, Inc. to Provide Fleet Electrification Services in an amount Not-to Exceed $1,500,000, in Connection with the Energized Communities Program
Sona Coffey, Senior Program Manager of Local Government Programs, provided a presentation. The overall objective of the Energized Communities Program is to accelerate implementation of decarbonization measures undertaken by participating member agencies. The program offers various opportunities to apply for technical services and financial assistance to carry out projects in member agency communities. Staff recommends Board approval of an agreement with Optony for fleet electrification and with Lincus for building electrification. The Community EV Charging program is still under development and would focus on installing EV charging infrastructure for public use on agency-owned properties.

Vice Chair Horvath encouraged member agencies to participate in the program and noted that cities launching a project early in the process can provide lessons for all the other agencies. Director Ellison stated that Ojai is aiming for zero emissions for city operations and asked about the application process. Staff responded that electrification applications would be due in the Spring.

Motion: Director Monteiro, Hawthorne
Second: Director Parkhurst, Sierra Madre
Vote: Item 10 was approved by a roll call vote

11. Approve and Authorize the Chief Executive Officer to Execute a 10-Year Resource Adequacy Agreement with Sentinel Energy Center, LLC
Lindsay Descagnia, Vice President of Power Supply, presented the item. The Sentinel Energy contract comes from the 2023 Clean Energy and Reliability Request for Offer (RFO). Staff negotiated an RA-only 10-year agreement, incorporated as an RA confirmation under the Edison Electric Institute (EEI) Master Agreement. The capacity is 211.85 MW, with a contract start date of January 1, 2027. Even as Sentinel’s facility is a natural gas plant, there would be no impact to CPA's power content label as there are no actual energy deliveries. Staff recommends Board approval of this agreement as it would help CPA meet RA compliance obligations and provide value in the CPUC’s Slice of Day framework to be implemented next year. Ms. Descagnia explained the basics of RA and compared the RA value in the Slice of Day framework for solar, wind, storage sources, and baseload generators such as that of Sentinel.

In response to Director Campos’s question about the ethics of funding a project involving methane gas, staff responded that the successful transition to 100% clean energy will take decades and CPA has to ensure reliability. CPUC regulations make it difficult to meet compliance without investment in fossil fuel resources during a transition period. Vice Chair Lopez asked if the 10-year contract would end at a time the agency could find cleaner sources. Staff confirmed it would, but noted that regulations may include smaller amounts of dispatchable generation such as methane. Responding to Director Perello’s question about public perception of CPA's reliability and clean power, Mr. Bardacke emphasized that public consensus in California supports the transition to a zero-carbon electric system; however, that support would be at risk if there were power outages or if

Agenda Page 10
Board of Directors Item 1
rates got too high. Director Ellison asked if there were other projects similar to Sentinel that didn’t involve fossil fuels. Staff clarified that other projects also included natural gas and Sentinel offered the best opportunity to transition to cleaner operations in the future, as well as better financial benefits; in addition there were no bids in the RFO for 100% clean resources that offered they same around the clock RA attributes. Director Zuckerman suggested that CPA inform the public on the involvement of the natural gas in reserves needed by CAISO and asked about nuclear power as an RA source. Chair Gold suggested that staff agendize an educational item on nuclear power. Director Rhodes asked why the contract is starting in 2027 and staff responded that Sentinel has a current long-term contract with another provider and that CPA has short-term contracts with Sentinel already. Director Parkhurst noted that CPA already has short-term contracts involving natural gas as part of RA compliance. Vice Chair Horvath expressed support for the contract to meet requirements, while moving CPA towards 100% renewable energy. Director Stark encouraged CPA to educate the public on the challenges of 100% reliable clean energy. Director Perello suggested that CPA have talking points discussing natural gas in CPA’s portfolio. Chair Gold stated his support for the contract, noting that compromise is necessary due to regulatory requirements, and emphasized transparency in communication with the public.

Motion: Director Parkhurst, Sierra Madre
Second: Director Perello, Oxnard
Vote: Item 11 was approved by a roll call vote
Ms. Descagnia also provided an educational presentation on green hydrogen with information on blended fuel contracts. CPA’s 2023 RFO solicited bids for dispatchable natural gas projects that utilize blended fuels like green hydrogen or renewable biogas. A different offer from Sentinel proposes using green hydrogen as the blended fuel at a 30 to 35 percent mix of hydrogen and traditional methane gas. The Energy Committee authorized staff to enter into bilateral discussions with Sentinel, to see if an agreement could be reached to on a hydrogen contract that would be both price competitive and environmentally favorable, with production of hydrogen using renewable energy sources.

12. Receive Presentation on Proposed Income-Graduated Fixed Charges and Related Legislative Proposals
Gina Goodhill, Senior Director of Government Affairs, provide a presentation on the item, including a history of bills AB205 and AB1999 related to the issue, information about fixed charges, details about the proposed Income Graduated Fixed Charge (IGFC), an explanation of the arguments in support and opposition to the IGFC, a description of SCE’s proposed fixed charge structure, and an overview of CPA’s next steps in the regulatory proceeding. With an IGFC, high-income customers would pay a higher fixed charge and lower income customers would pay a lower fixed charge. The charge would be collected on the delivery side of the bill, so CPA customers would be treated the same as non-CCA customers. The CPUC is considering various proposals for the charge. Assembly Member Jacqui Irwin introduced a bill earlier this year that would replace the IGFC with a fixed charge of $5 for residential customers on the CARE rate and no more than $10 for all other residential customers. However, the Governor is not likely to sign the bill. CPA is active in the regulatory proceeding through CalCCA. CPA’s

Agenda Page 11
Board of Directors Item 1
Legislative & Regulatory Committee directed staff to monitor the bill. The Committee may revisit this issue after the CPUC releases a Proposed Decision.

Vice Chair Horvath noted that member agencies may have differing opinions on the proposal and if the Board chose to go on record regarding the IGFC, CPA can submit a letter expressing support for clean energy and concern about costs to the customer, thereby demonstrating concern on behalf of the ratepayer.

Director Stark stated that the California League of Cities is writing a letter in support of AB 1999 and the San Gabriel Valley COG may do the same. Director Zuckerman noted that the IGFC doesn’t affect overall costs, but rather changes the way costs are allocated and the charge is on the SCE side of the bill. Director Ellison asked if any of the proposals address the issue of customers who are eligible for the CARE program but are not registered. Mr. Bardacke replied that CARE has a registration level of more than 90 percent.

COMMITTEE CHAIR UPDATES
Director Klein Lopez, Chair, Legislative & Regulatory Committee, discussed the success of CPA’s Lobby Day in Sacramento and thanked Directors Hicks and Erickson and participating staff. More than 70 people from CCAs statewide participated. Lobby Day themes included affordability, reliability, sustainability, hydrogen power, the IGFC, and the bill CPA is sponsoring to allow alternate directors to vote in closed session. Director Klein Lopez Thanked Chair Gold for his leadership over many years.

Director Santangelo, Chair, Finance Committee, reported that at its last meeting the Finance Committee reviewed financial performance and outlook for 2023-2024. Director Santangelo also expressed gratitude to Chair Gold for his service to CPA.

MANAGEMENT REPORT
Mr. Bardacke reminded the Board of the CalCCA conference scheduled for mid-April, and also encouraged Board members to invite CPA to participate at local Earth Day events.

Mr. Bardacke thanked Chair Gold for his years of service to CPA, beginning in 2017 and noted that Chair Gold may continue on the CPA board as an alternate.

BOARD MEMBER COMMENTS
Vice Chair Horvath, Directors Monteiro, Cao, Perello and others thanked Chair Gold for his leadership, dedication, and mentorship.

Chair Gold expressed gratitude for the opportunity to serve; praised Board members for finding consensus even when there’s disagreement and is proud to have been part of creating the largest green energy entity in the country.

REPORT FROM THE CHAIR
None

ADJOURN
Chair Gold adjourned the meeting at 4:12 p.m.

Agenda Page 12
Staff Report – Agenda Item 2
To: Board of Directors
From: Christian Cruz, Senior Community Outreach Manager Approved by: Ted Bardacke, Chief Executive Officer
Subject: Appointment of Community Advisory Committee Member (West/Unincorporated Ventura County Region) for the 2024-2026 Term
Date: April 4, 2024

RECOMMENDATION
Appoint one new member to the Community Advisory Committee (CAC) for an open position in the West/Unincorporated Ventura County Region for the May 2024 – April 2026 term.

BACKGROUND
On June 7, 2018, the Board of Directors approved a structure for the CAC to provide input on various policy and planning issues and be a voice for CPA in the community. Due to recent resignations, both seats for the West/Unincorporated Ventura County region were vacated. Staff have worked with member jurisdictions and stakeholders to identify suitable applicants for the open seats.

Vacant seats also exist in the San Gabriel Valley and Unincorporated Los Angeles County regions. Staff are currently gathering applications for these seats.

RECOMMENDED CAC APPOINTMENT
Based on feedback from Board Directors representing this region, staff recommends that the Board appoint Sofia Magallon to one of the open West/Unincorporated Ventura County Region CAC seats. Her applicant summary is attached.

Agenda Page 13
Board of Directors Item 2
Staff expect to make a recommendation to fill the other vacant West/Unincorporated Ventura County Region CAC seat following additional feedback from Board Directors.

CAC APPOINTEES AND RECOMMENDED APPOINTMENTS
East Ventura/West LA County
(Agoura Hills, Camarillo, Calabasas, Moorpark,
Simi Valley, Thousand Oaks)
Appointees
• Angus Simmons
• Debbie West
• Jennifer A. Burke (Vice-Chair)
San Gabriel Valley
(Alhambra, Arcadia, Claremont, Sierra Madre,
South Pasadena, Temple City)
Appointees
• Richard Tom
• Vacant
West/Unincorporated Ventura County
(Ojai, Oxnard, Ventura, Unincorporated Ventura
County)
Recommended appointment:
• Sofia Magallon
• Vacant
South Bay
(Carson, Hawthorne, Manhattan Beach, Redondo
Beach, Rolling Hills Estates)
Appointees:
• Cort Casady
• Diane Wallace
Gateway Cities
(Downey, Hawaiian Gardens, Paramount,
Whittier)
Appointees
• Genaro Bugarin (Vice-Chair)
• Dr. Irella Perez
Westside
(Beverly Hills, Culver City, Malibu, Santa Monica,
West Hollywood)
Appointees
• Cris Gutierrez
• David Haake
Unincorporated LA County
Appointees
• Neil Fromer (Chair)
• Vacant

ATTACHMENT

1. Sofia Magallon Applicant Summary

Agenda Page 14
Board of Directors Item 2
2024 Community Advisory Committee New Applicant Summary Candidate: Sofia Magallon Subregion: West/Unincorporated Ventura County Eligible Yes Section 1: Personal Information
A. Home Address: Oxnard, CA
B. Occupation: Policy Advocate
Section 2: Qualifications
A. Experience serving on advisory committees / public commissions / similar bodies:
• I've actively participated in coalition spaces like Central Coast Climate Justice Network (C3JN), focusing on creating a more resilient and just region in the face of climate change, and the Regenerate Coalition, dedicated to transitioning away from fossil fuels statewide. I've demonstrated leadership in collaborating with statewide organizations on environmental policy proposals. Specifically, in these spaces, I've played a key role in strategic planning for campaigns and incorporating various perspectives and priorities from people with diverse backgrounds.

B. Experience with outreach or community leadership:
• In my role as the Environmental Justice Policy Advocate at CAUSE, based in my hometown of Oxnard, CA, I've been on the front lines of the fight for social, economic, and environmental justice for marginalized communities in the Central Coast. By creating presentations, fact sheets, and assisting community members in crafting public comments sharing their lived-experiences, I’ve empowered them to participate in decision-making spaces, informing and influencing local statewide environmental policies and programs. Additionally, during my undergraduate studies at UC Berkeley, I co-led a campaign that increased awareness and accessibility to the Latinx/POC campus community on environmental justice issue areas, such as climate change, sustainability, and Indigenous vs. colonial relationships with land.

C. Experience or expertise in energy field:
• My expertise in the energy field is rooted in my focused studies and interest at UC Berkeley, where I delved into environmental justice, exploring how economic frameworks influence and support policy to affect sustainable and socially equitable outcomes. This helped me understand the connections between environmental and racial/ socio-economic disparities. In my current role, I analyze, advocate, and lobby for energy policies at multiple levels with an emphasis on pollution mitigation, energy equity, and a just transition away from fossil fuels. I have done work around community solar, offshore wind, pollution mitigation under the CARB Scoping Plan, CPUC proceedings such as the Integrated Resources Plan, demand response programs, etc.

D. Other skills / knowledge / experience to bring to Committee:
• My journey at CAUSE and academic background in Environmental Economics and Policy has been a testament to my passion and dedication to environmental justice and uplifting disadvantaged communities. Working closely with local and statewide grassroots partners and community members in Ventura County, I've formed impactful relationships vital for driving change collaboratively. Importantly, I am a

Agenda Page 15
Board of Directors Item 2
first-generation Latina who understands the difficulty of communities like Oxnard being a part of decision-making spaces, especially given the technical nature of the energy sector, and can use my expertise and lived experience to address these disparities.

Section 3: Additional Information
A. Why you are interested / what you hope to achieve:
• I am eager to serve on the Community Advisory Committee to actively contribute to Clean Power Alliance's mission of a clean energy future that empowers communities.

As the Environmental Justice Policy Advocate at CAUSE, I've witnessed the transformative power of community-led initiatives. I aim to bring my expertise in environmental justice to the Committee, gained through managing diverse campaigns. My goal is to advocate for inclusive and sustainable policies that address the unique needs of marginalized communities. I aspire to foster transparent communication between CPA and the community, ensuring that our collective efforts have meaningful impact. By serving on this committee, I aim to bridge the gap between policy development and community needs, promoting a cleaner and more equitable energy future for all.

B. List other languages / ability to support non-English speaking communities:
• Spanish
C. Anything else you would like CPA to know:
• I would like to highlight my strong commitment and enthusiasm for serving on the Clean Power Alliance committee. My background as the Environmental Justice Policy Advocate at CAUSE has equipped me with the necessary skills and passion for advancing environmental justice initiatives through community collaboration. Lucas Zucker, CAUSE Co-Director and former CPA Committee Member, can provide a formal recommendation attesting to my qualifications and dedication. Please feel free to contact Lucas at [email protected] for further insights into my abilities and potential contributions to the committee. I look forward to contributing to the Clean Power Alliance's mission.

Section 4: Commitment
A. I am fully committed to the CAC by supporting the organization's mission and commit to not opting out of CPA. I value consistent attendance and am flexible regarding meeting locations in Ventura and Los Angeles counties. I embrace the two-year term commitment and am open to serving additional terms if approved. My dedication, passion, adaptability, and willingness to learn position me well for effective participation in the Committee's work.

B. Signed to certify electric holder in CPA service territory and meet eligibility requirements? Yes.

Agenda Page 16
Staff Report – Agenda Item 3
To: Board of Directors
From: Monique Edwards-Greer, Chief Administrative Officer Approved By: Ted Bardacke, Chief Executive Officer
Subject: Approve Professional Service Agreement with Langan Engineering and Environmental Services, Inc.

Date: April 4, 2024

RECOMMENDATION
Approve a Professional Services Agreement with Langan Engineering and Environmental Services, Inc. for software development and information technology consulting services with a total Not-To-Exceed amount of $280,000.

BACKGROUND/DISCUSSION
Over the past three years, CPA has been building an Energy Trading and Risk Management (“ETRM”) system that houses CPA’s energy contract data and is used for critical functionality, including position management, financial modeling, payment validation, and other procurement and financial support functions.

Selection Process
In October 2022, CPA released an RFP for Software Development and Information Technology Consulting Services to provide support services for ongoing work in building and maintaining this ETRM system. As a result of the RFP, CPA selected Langan Engineering and Environmental Services (“Langan”) and entered into a Professional Services Agreement with Langan at a Not-To-Exceed (NTE) amount of $35,000 for two of the four tasks solicited in the RFP, i.e., creating a development site and stabilization of the ETRM. In May 2023, the Board approved an amendment to the Professional Services

Agenda Page 17
Board of Directors Item 3
Agreement with Langan with a Total Not-To-Exceed Amount of $205,000 and Langan moved forward with the remaining two tasks and completed the scope solicited in the RFP. As this agreement is based on Langan’s selection in the prior RFP, staff did not run a new solicitation.1
Contract Overview
The proposed contract has a Not-To-Exceed (NTE) amount of $280,000 and will include tasks such as additional system feature enhancements, system performance and security enhancements, report building, and ongoing technical support.

FISCAL IMPACT
Proposed FY 2023/24 contract costs of $80,000 are included in the FY 2023/24 board approved Budget. Contract costs associated with subsequent periods will be included in future annual budget proposals.

ATTACHMENT

1. Proposed Professional Service Agreement with Langan Engineering and Environmental Services, Inc.
1 In addition, Langan’s work qualifies as a “Specialized Service” under CPA’s Non-Energy Contracting Policy and therefore a solicitation is not required.

Agenda Page 18
1 Clean Power Alliance of Southern California
This Professional Services Agreement (this “Agreement”), dated and effective as of April 4, 2024 (the “Effective Date”), is made by and between:

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA (“CPA”), and LANGAN ENGINEERING AND ENVIRONMENTAL SERVICES, INC. (“Contractor”).

CPA and Contractor are sometimes collectively referred to herein as the “Parties” and each individually as a “Party.” In consideration of the terms of this Agreement, and for other good and valuable consideration, the Parties make the following acknowledgments and agreements:

RECITALS
WHEREAS, CPA may contract with a provider for software development and information technology (“IT”) consulting services;
WHEREAS, CPA selected Contractor because Contractor has the expertise and experience to provide the specialized services to CPA and offered CPA the Best Value;
WHEREAS, Contractor desires to provide these specialized services to CPA; WHEREAS, the purpose of this Agreement is to set forth the terms and conditions upon which Contractor shall provide services to CPA; NOW, THEREFORE, it is agreed based on the consideration set forth below by the Parties to this Agreement as follows:

AGREEMENT

1. Definitions
a. The definition of “Confidential Information” is set forth in paragraph 10.b. of this Agreement.
b. “CPA Data” shall mean all data gathered or created by Contractor in the performance of the Services pursuant to this Agreement, including any customer or customer-related data.
c. “CPA Information” shall mean all confidential, proprietary, or sensitive information provided by CPA to Contractor in connection with this Agreement. d. “CPA Materials” shall mean all finished or unfinished content, writing and design of materials but not limited to messaging, design, personalization, or other materials, reports, plans, studies, documents and other writings prepared by Contractor, its officers, employees and agents for CPA for the performance of, the purpose of, or in the course of implementing this Agreement.

Agenda Page 19
2 e. “CPA Product” includes collectively CPA Data, CPA Information, and CPA Materials.
f. “Services” shall mean the scope of work Contractor provides to CPA as specified in Exhibit A.

2. Exhibits and Attachments
The following exhibits and attachments are attached to this Agreement and incorporated into this Agreement by this reference:

Exhibit A – Scope of Work
Exhibit B – Contractor’s Workplan and Schedule
Exhibit C – Compensation
Exhibit D – Reserved
Should a conflict arise between language in the body of this Agreement and any exhibit or attachment to this Agreement, the language in the body of this Agreement controls, followed by Exhibit A, B, C, and D in that order.

3. Services to be Performed by Contractor
In consideration of the payments set forth in this Agreement and in Exhibit C, Contractor shall perform services for CPA in accordance with the terms, conditions, and specifications set forth in this Agreement and in Exhibits A and B (“Services”). Contractor shall perform its services consistent with the professional skill and care ordinarily provided by firms practicing in the same or similar locality under the same or similar circumstances (hereinafter the “Standard of Care”).

4. Compensation
CPA agrees to compensate Contractor as specified in Exhibit C:
a. In consideration of the Services provided by Contractor in accordance with all terms, conditions and specifications set forth in this Agreement and Exhibit A and Exhibit B, CPA shall make payment to Contractor on a not-to-exceed basis and in the manner specified in Exhibit C.
b. Unless otherwise indicated in Exhibit C, Contractor shall invoice CPA monthly to [email protected] for all compensation related to Services performed during the previous month. Payments shall be due within fifteen (15) calendar days after the date the invoice is submitted to CPA at the specified email address. All payments must be made in U.S. dollars.

5. Term
Subject to compliance with all terms and conditions of this Agreement, the term of this Agreement shall be one (1) year from the Effective Date (“Initial Term”). At the end of the Initial Term, the Parties may renew this Agreement for two successive one (1) year terms for a maximum of two additional years (each, a “Renewal Term”), unless either Party provides ninety (90) days prior written notice of its intent not to renew the term of the

Agenda Page 20
3 Agreement (“Renewal Notice”).

6. Termination
a. Termination for Convenience. CPA may terminate the Agreement in accordance with this paragraph in whole, or from time to time in part, whenever CPA determines that termination is in CPA’s best interests. A termination for convenience, in part or in whole, shall take effect by CPA delivering to Contractor, at least thirty (30) calendar days prior to the effective date of the termination or prior to a Notice of Termination specifying the extent to which performance of the Services under the Agreement is terminated.

If the termination for convenience is partial, Contractor may submit to CPA a request in writing for equitable adjustment of price or prices specified in the Agreement relating to the portion of this Agreement which is not terminated. CPA may, but shall not be required to, agree on any such equitable adjustment.

Nothing contained herein shall limit the right of CPA and Contractor to agree upon amount or amounts to be paid to Contractor for completing the continued portion of the Agreement when the Agreement does not contain an established price for the continued portion. Nothing contained herein shall limit CPA’s rights and remedies at law.
b. Termination for Default. If Contractor fails to provide in any manner the Services required under this Agreement, otherwise fails to comply with the terms of this Agreement, or violates any ordinance, regulation or law which applies to its performance herein and such default continues uncured for thirty (30) calendar days after written notice is given to Contractor, CPA may terminate this Agreement by giving five (5) business days' written notice. If Contractor requires more than thirty (30) calendar days to cure, then CPA may, at its sole discretion, authorize additional time as may reasonably be required to effect such cure provided that Contractor diligently and continuously pursues such cure.
c. Termination for Lack of Third-Party Funding. CPA may terminate this Agreement if funding for this Agreement is reduced or eliminated by a third-party funding source. d. Effect of Termination. Upon the effective date of expiration or termination of this Agreement: (i) Contractor may immediately cease providing Services in its entirety or if a termination to a part of the Agreement, cease providing the Services that have been terminated; (ii) any and all payment obligations of CPA under this Agreement will become due immediately except any equitable adjustment pursuant to Paragraph 5(a); (iii) promptly transfer title and deliver to CPA all CPA Product or any work in progress pursuant to this Agreement; and (iv) each Party will promptly either return or destroy (as directed by the other Party) all Confidential Information of the other Party in its possession as well as any other materials or information of the other Party in its possession.

Upon such expiration or termination, and upon request of CPA, Contractor shall reasonably cooperate with CPA to ensure a prompt and efficient transfer of all

Agenda Page 21
4 data, documents and other materials to CPA in a manner such as to minimize the impact of expiration or termination on CPA’s customers.

7. Contract Materials
CPA owns all right, title and interest in and to all CPA Materials and CPA Data. Upon the expiration of this Agreement, or in the event of termination, CPA Materials and all CPA Information, in whatever form and in any state of completion, shall remain the property of CPA and shall be promptly returned to CPA. Upon termination, Contractor may make and retain a copy of such CPA Materials if required by law or pursuant to the Contractor’s reasonable document retention or destruction policies.

8. Payments of Permits/Licenses
Contractor bears responsibility to obtain any license, permit, or approval required for it to provide the Services to be performed under this Agreement at Contractor’s own expense prior to commencement of the Services.

9. No Recourse against Constituent Members
CPA is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to the Joint Powers Agreement and is a public entity separate from its constituent members. CPA shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Contractor shall have no rights and shall not make any claims, take any actions or assert any remedies against any of CPA’s constituent members in connection with this Agreement.

10. Confidential Information
a. Duty to Maintain Confidentiality. Contractor agrees that Contractor will hold all Confidential Information in confidence, and will not divulge, disclose, or directly or indirectly use, copy, digest, or summarize, any Confidential Information unless necessary to comply with any applicable law, regulation, or in connection with any court or regulatory proceeding applicable in which case, any disclosure shall be subject to this paragraph, 10.c., and 10.d., below. b. Definition of “Confidential Information”. The following constitutes “Confidential Information,” whether oral or written: (a) the terms and conditions of, and proposals and negotiations related to, this Agreement, (b) information, in whatever form, that CPA shares with Contractor in the course and scope of this Agreement, or (c) information that either Contractor stamps or otherwise identifies as “confidential” or “proprietary” before disclosing it to the other.

Agenda Page 22
5 that the disclosure of such information by such third party is not known by Contractor or its Representatives to be in breach of a confidentiality agreement or other similar obligation of confidentiality; (4) information that Contractor or its Representatives develop independently without use of or reference to Confidential Information provided by Contractor; or (5) information that is approved for release in writing by Contractor.
c. California Public Records Act. The Parties acknowledge and agree that the Agreement including but not limited to any communication or information exchanged between the Parties, any deliverable, or work product are subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.). In order to designate information as confidential, the Disclosing Party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.” The Parties agree not to over-designate material as Confidential Information. Over-designation includes stamping whole agreements, entire pages or series of pages as “Confidential” that clearly contain information that is not Confidential Information. d. Third Party Request for Confidential Information. Upon request or demand of any third person or entity not a Party hereto pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information”), CPA will as soon as practical notify Contractor in writing via email that such request has been made. CPA will be solely responsible for taking at its sole expense whatever legal steps are necessary to prevent release to the third party of the Confidential Information designated by Contractor. If Contractor takes no such action after receiving the foregoing notice from CPA, CPA shall, at its discretion, be permitted to comply with the third party’s request or demand and is not required to defend against it. If Contractor does take or attempt to take such action, Contractor agrees to indemnify and hold harmless CPA, its officers, directors, employees and agents (“CPA Indemnified Parties”), from any claims, liability, award of attorneys’ fees, or damages, and to defend any action, claim or lawsuit brought against any of CPA Indemnified Parties for Contractor’s attempt to prevent disclosure or CPA’s refusal to disclose any Confidential Information.

11. Insurance
All required insurance coverages shall be evidenced with a certificate of insurance and must be signed by the insurer or its representative evidencing such insurance to CPA within 10 business days after the Agreement is fully executed. The general liability policy shall be endorsed including Clean Power Alliance of Southern California and its employees, and officers as additional insureds. The certificate(s) of insurance and required endorsement shall be furnished to CPA prior to commencement of work and maintained throughout the Term and any Renewal Term. Each certificate shall provide for thirty (30) days written notice to CPA of any cancellation for reasons other than the nonpayment of premium. Said policies shall remain in force through the life of this Agreement and shall be payable on a per occurrence basis only, except those required by paragraph (d) below which may be provided on a claims-made basis consistent with the criteria noted therein.

Agenda Page 23
6 Nothing herein shall be construed as a limitation on Contractor’s obligation under paragraph 12 of this Agreement to indemnify, defend, and hold CPA harmless from any and all liabilities to the extent caused from the Contractor’s negligence, recklessness or willful misconduct in the performance of this Agreement. CPA agrees to timely notify the Contractor of any negligence claim.

Failure to provide and maintain the insurance required by this Agreement will constitute a material breach of the Agreement. In addition to any other available remedies, CPA may suspend payment to the Contractor for any services provided during any time that insurance was not in effect and until such time as the Contractor provides adequate evidence that Contractor has obtained the required coverage. a. General Liability
The Contractor shall maintain a commercial general liability insurance policy in an amount of one million ($1,000,000.00) each occurrence with a two million dollar ($2,000,000.00) aggregate limit. CPA shall be included as an additional insured on the commercial general liability policy and the Certificate of Insurance shall include an additional endorsement page.
b. Auto Liability
Where the services to be provided under this Agreement involve or require the use of any type of vehicle by Contractor in order to perform said services, Contractor shall also provide business or commercial automobile liability coverage including non-owned and hired automobile liability in the amount of one million dollars combined single limit ($1,000,000.00) each accident.
c. Workers’ Compensation
The Contractor acknowledges the State of California requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor Code. If Contractor has employees, a copy of the certificate evidencing such insurance or a copy of the Certificate of Consent to Self-Insure shall be provided to CPA prior to commencement of work. d. Professional Liability Insurance
Coverages required by this paragraph may be provided on a claims-made basis with a “Retroactive Date” either prior to the date of the Agreement or the beginning of the contract work. If the policy is on a claims-made basis, coverage must extend to twelve (12) months beyond completion of contract work. If coverage is cancelled or non-renewed, and not replaced with another claims made policy form with a “retroactive date” prior to the Agreement effective date, the Contractor must purchase “extended reporting” coverage for twelve (12) months after completion of contract work. Contractor shall maintain a policy limit of $1,000,000.00 per claim and in the aggregate. If the deductible or self-insured retention amount exceeds $100,000.00, CPA may ask for evidence that Contractor has segregated amounts in a special insurance reserve fund or Contractor’s general insurance reserves are adequate to provide the necessary coverage and CPA may conclusively rely thereon.

Agenda Page 24
7 Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement.

Contractor shall monitor the safety of the job site(s) during the project to comply with all applicable federal, state, and local laws, and to follow safe work practices.

12. Indemnification
Contractor agrees to indemnify, defend, and hold harmless CPA, its employees, officers, and agents, from and against, and shall assume full responsibility for payment of all wages, state or federal payroll, social security, income or self-employment taxes, with respect to Contractor’s performance of this Agreement. Contractor further agrees to indemnify, and hold harmless CPA from and against any and all third- party claims, liabilities, penalties, forfeitures, suits, costs and expenses incident thereto (including costs of defense, settlement, and reasonable attorney’s fees), which CPA may hereafter incur, become responsible for, or pay out, as a result of death or bodily injuries to any person, destruction or physical damage to tangible property, or any violation of governmental laws, regulations or orders, to the extent caused by Contractor’s negligent acts, errors or omissions, or the negligent acts, errors or omissions of Contractor’s employees, agents, or subcontractors while in the performance of the terms and conditions of the Agreement, except for such loss or damage arising from the sole negligence or willful misconduct of CPA, elected and appointed officers, employees, agents and volunteers. Contractor shall have no duty to defend an Indemnitee against professional liability claims.

13. Independent Contractor
a. Contractor acknowledges that Contractor, its officers, employees, or agents will not be deemed to be an employee of CPA for any purpose whatsoever, including, but not limited to: (i) eligibility for inclusion in any retirement or pension plan that may be provided to employees of Contractor; (ii) sick pay; (iii) paid non-working holidays; (iv) paid vacations or personal leave days; (v) participation in any plan or program offering life, accident, or health insurance for employees of Contractor; (vi) participation in any medical reimbursement plan; or (vii) any other fringe benefit plan that may be provided for employees of Contractor.
b. Contractor declares that Contractor will comply with all federal, state, and local laws regarding registrations, authorizations, reports, business permits, and licenses that may be required to carry out the work to be performed under this Agreement. Contractor agrees to provide CPA with copies of any registrations or filings made in connection with the work to be performed under this Agreement.

14. Compliance with Applicable Laws
Contractor shall exercise the Standard of Care to comply with any and all applicable federal, state and local laws and resolutions affecting Services covered by this Agreement.

15. Nondiscriminatory Employment
Contractor and/or any permitted subcontractor, shall not unlawfully discriminate against

Agenda Page 25
8 any individual based on race, color, religion, nationality, sex, sexual orientation, age, protected veteran status, or condition of disability. Contractor and/or any permitted subcontractor understands and agrees that Contractor and/or any permitted subcontractor is bound by and will comply with the nondiscrimination mandates of all federal, state and local statutes, regulations and ordinances.

16. Work Product.

All finished and unfinished reports, plans, studies, documents and other writings prepared by and for Contractor, its officers, employees and agents in the course of implementing this Agreement shall become the sole property of CPA upon payment to Contractor for such work. CPA shall have the exclusive right to use such materials in its sole discretion without further compensation to Contractor or to any other party. Contractor shall, at CPA’s expense, provide such reports, plans, studies, documents and writings to CPA or any party CPA may designate, upon written request. Contractor may keep file reference copies of all documents prepared for CPA.

17. Notices
Any notice, request, demand, or other communication required or permitted under this Agreement shall be deemed to be properly given when both: (1) transmitted via email to the email address listed below; and (2) sent to the physical address listed below by either being deposited in the United States mail, postage prepaid, or deposited for overnight delivery, charges prepaid, with an established overnight courier that provides a tracking number showing confirmation of receipt.

In the case of CPA, to:

Name/Title: Theodore Bardacke, Chief Executive Officer
Address: 801 S. Grand Ave., Suite 400, Los Angeles, CA 90017 Telephone: (213) 376-4850
Email: [email protected]
In the case of Contractor, to:

Name/Title: Brett Milburn, Director of Digital Solutions/VP Address: 515 S. Flower Street, Suite 1060, Los Angeles, CA 90071 Telephone: (213) 314-8100
Email: [email protected]

18. Assignment
Neither this Agreement nor any of the Parties’ rights or obligations hereunder may be transferred or assigned without the prior written consent of the other Party. Subject to the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

19. Subcontracting
Contractor may not subcontract Services to be performed under this Agreement without

Agenda Page 26
9 the prior written consent of CPA. If the CPA’s written consent to a subcontract is not obtained, Contractor acknowledges and agrees that CPA will not be responsible for any fees or expenses claimed by such subcontractor.

20. Retention of Records and Audit Provision
Contractor and any subcontractors authorized by the terms of this Agreement shall keep and maintain on a current basis full and complete documentation and accounting records, employees’ time sheets, and correspondence pertaining to this Agreement. Such records shall include, but not be limited to, documents supporting all income and all expenditures.

CPA shall have the right, during regular business hours, to review and audit all records relating to this Agreement during the Agreement period and for at least five (5) years from the date of the completion or termination of this Agreement. Any review or audit may be conducted on Contractor’s premises, or, at CPA’s option, Contractor shall provide all records within a maximum of fifteen (15) days upon receipt of written notice from CPA.

Contractor shall refund any monies erroneously charged. Contractor shall have an opportunity to review and respond to or refute any report or summary of audit findings and shall promptly refund any overpayments made by CPA based on undisputed audit findings.

21. Conflict of Interest
a. No CPA employee whose position with the CPA enables such employee to influence the award of this Agreement or any competing Agreement, and no spouse or economic dependent of such employee, shall be employed in any capacity by the contractor or have any other direct or indirect financial interest in this Agreement. No officer or employee of the Contractor who may financially benefit from the performance of work hereunder shall in any way participate in the CPA’s approval, or ongoing evaluation, of such work, or in any way attempt to unlawfully influence the CPA’s approval or ongoing evaluation of such work.
b. Contractor shall comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Contractor warrants that it is not now aware of any facts that create a conflict of interest. If the Contractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it shall immediately make full written disclosure of such facts to CPA. Full written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph shall be a material breach of this Agreement.

22. Publicity
Contractor shall not issue a press release or any public statement regarding the Agreement, Services contemplated by this Agreement, or any other related transaction unless CPA has agreed in writing the contents of any such public statement.

Agenda Page 27
10 23. Governing Law, Jurisdiction, and Venue
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. The Contractor agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agrees and consents that venue of any action brought hereunder shall be exclusively in the County of Los Angeles.

24. Amendments
None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by the Parties.

25. Severability
Should any provision of this Agreement be held invalid or unenforceable by a court of competent jurisdiction, such invalidity will not invalidate the whole of this Agreement, but rather, the remainder of the Agreement which can be given effect without the invalid provisions, will continue in full force and effect and will in no way be impaired or invalidated.

26. Complete Agreement
This Agreement constitutes the entire Agreement between the parties. No modification or amendment shall be valid unless made in writing and signed by each party. Failure of either party to enforce any provision or provisions of this Agreement will not waive any enforcement of any continuing breach of the same provision or provisions or any breach of any provision or provisions of this Agreement.

27. Counterparts
This Agreement may be executed in one or more counterparts, including facsimile(s), emails, or electronic signatures, each of which shall be deemed an original and all of which together will constitute one and the same instrument.

28. Limitation of Liability.

To the fullest extent permitted by law, the total liability, in the aggregate, of Contractor and its officers, directors, partners, employees, agents, and subconsultants, to CPA, and anyone claiming through or under CPA, for any claims, losses, costs, or damages whatsoever arising out of, resulting from or in any way relating to this Project or Contract, from any cause or causes, including but not limited to tort (including negligence and professional errors and omissions), strict liability, breach of contract, or breach of warranty shall not exceed 2.5 times the total compensation received by Contractor or $250,000, whichever is greater; provided that this limitation of liability shall not apply in the event that Contractor and its officers, directors, partners, employees, agents, and subconsultants, to CPA conduct or actions

Agenda Page 28
11 constitute gross negligence, reckless disregard, or willful misconduct in the performance of this Agreement.

29. Cap on Consequential Damages.

Contractor and CPA agree that all consequential or special damages, including, but not limited to, loss of use, profits, revenue, business opportunity, or production, for claims, disputes, or other matters arising out of or relating to the Contract or the services provided by Contractor, regardless of whether such claim or dispute is based upon breach of contract or negligent act or omission of either of them or their employees, agents, subconsultants, or other legal theory, even if the affected party has knowledge of the possibility of such damages shall not exceed $350,000; provided that such cap shall not apply to conduct or actions which constitute gross negligence, reckless disregard, or willful misconduct in the performance of this Agreement.

This cap on consequential damages shall survive termination or completion of this Contract.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

Langan Engineering and Environmental
Services, Inc.

Clean Power Alliance of Southern California
____________________________________ ____________________________________ By: Brett Milburn By: Theodore Bardacke
Title: Director of Digital Solutions/VP Title: Chief Executive Officer

Agenda Page 29
Exhibit A – Scope of Work

PROJECT TASKS AND DELIVERABLES
Contractor shall be responsible for providing a range of software development and IT consulting services, including full project management and documentation for the enhancement and management of CPA’s Energy Trading and Risk Management (ETRM) system.

Contractor must account for the following tasks and all tasks must be completed according to the timelines set forth below:

Task #1: System Performance and Security Enhancements
Maintain and provide any necessary ETRM upgrades and enhancements to ensure performance and security now and into the future as CPA workload demands increase. These upgrades may include EC2 instance type modifications or RDS modifications involving compute, memory, and/or storage, patches, and updates.

1. As needed, provide EC2 instance type modifications.

2. As needed, provide RDS instance type modifications.

3. Provide configuration of other ETRM-related AWS services to improve system performance for CPA end users.

4. Configure AWS resources to require using CPA VPN to access the ETRM application and database.

5. Configure and maintain AWS Security Hub controls to monitor against security best practices and security standards, including identifying software vulnerabilities and unintended network exposure.

Deliverables for Task #1:

1. Documentation of instance type modifications or other performance improvements in Confluence.

Timeline for Task #1:

1. Within one month of initiation.

2. Needed system performance improvements as ongoing over the duration of the agreement.

Task #2: System Feature Enhancements
Provide ETRM system enhancements and new capabilities as defined by CPA. The following list of tasks is intended to illustrate the type of work that would be completed. The actual enhancements may include, but are not limited to, the following.

1. As requested by CPA, provide UI enhancements, such as data entry forms, filters, and new fields.

2. Provide price-pulling function adjustments within the ETRM.

3. Provide portfolio level view of contracting decisions and pending deals on portfolio and

Agenda Page 30
associated targets.

4. Provide the ability to upload raw customer ESQMD and ASQMD from Calpine to separate out Power Share and C&I green-e customers.

5. Provide the ability to upload CPA load forecasting into the ETRM.

6. Provide new Financial Model (FiMo) capabilities migrating from current spreadsheets to the ETRM.

7. Allow users the ability to establish email notifications of upcoming events based on specified fields for specified records.

8. Develop new resource adequacy requirements table(s).

9. Develop new resource adequacy summary table(s) for contracted volume.

10. Provide the ability to create or upload scenarios and see the P/L effects of those scenarios.

11. Provide energy data loader enhancements to accept unlimited rows, accept data in quarterly or annual strips and convert it to monthly, and enter deals in quarterly or annual strips and modify systems/FiMo to accept this format.

12. Ongoing technical support.

Deliverables for Task #2:

1. Completion of system enhancements.

2. Documentation of system enhancements.

Timeline for Task #2:

1. Ongoing over the duration of the agreement. Individual timelines for each task shall be mutually agreed upon.

Task #3: In-App Reporting Capabilities
Provide the ability for CPA ETRM users to interact with data in the ETRM platform through flexible and configurable in-app reporting, including data summaries, pivot tables, and the ability to organize, filter, and sort data within the ETRM.

1. Provide the ability for CPA users to download data from the ETRM.

2. Provide the ability for CPA users to create, view, and share ad-hoc reports.

3. Provide the ability for CPA users to export reports to CSV or Excel format.

4. Develop Renewable Energy/Carbon Free (RE/CF) position summary reporting, incorporating meter data, trade data, and the load forecast.

5. Develop Resource Adequacy (RA) position summary reporting time bucketed reporting of RA positions versus known obligations.

6. Develop daily report showing changes to P/L from price changes, new deals, changes in expected load, and other data changes.

7. Develop renewable and carbon free tracker.

8. Develop new trades report for data validation of new trades.

9. Develop data changes report showing all changes to historical data.

10. Develop data audit table and report where all ETRM data changes are recorded to an audit table or report showing all version history when changes are made.

11. Develop contracted position view – the ability to see contracted position in the ETRM.

12. Develop portfolio target percentages report.

13. Develop energy position reporting.

Agenda Page 31

14. Develop ERMP reporting.

Deliverables for Task #3:

1. Development of reporting capabilities

2. Development of specified in-app canned reports.

3. Documentation of reporting capabilities in Confluence.

Timeline for Task #3:

1. Ongoing over the duration of the agreement.

Agenda Page 32
Exhibit B – Contractor’s Workplan and Schedule
System Performance and Security Enhancements
Contractor will start with an evaluation and requirements phase. The goal is to provide a baseline of the current performance of the ETRM application, and subsequently determine what the goal performance metrics are (e.g., Time to Interactive < 5 seconds). Contractor will then perform tests on various aspects of the system and application to determine bottlenecks. This includes tests such as database queries, server load, and website rendering. The testing outcomes will help determine what steps are necessary to take in order to improve system performance. Contractor will then present its findings and recommended actions to remediate. As defined in the scope of work, the primary actions will be:
• As needed, provide EC2 instance type modifications.
• As needed, provide RDS instance type modifications.
• Provide configuration of other ETRM-related AWS services to improve system performance for CPA end users.
• Configure AWS resources to require using CPA VPN to access the ETRM application and database.
• Configure and maintain AWS Security Hub controls to monitor against security best practices and security standards, including identifying software vulnerabilities and unintended network exposure.

The modifications undertaken to improve performance and/or security in this task shall be documented in Confluence, in accordance with CPA’s guidelines.

System Feature Enhancements
Contractor understands that CPA is seeking ETRM system enhancements and new capabilities.

This task will begin by reviewing the enhancements with the CPA team in order to establish the specific requirements for each item. The enhancements as defined in the scope of work are:
• As requested by CPA, provide UI enhancements, such as data entry forms, filters, and new fields.
• Provide price-pulling function adjustments within the ETRM. • Provide portfolio level view of contracting decisions and pending deals on portfolio and associated targets.
• Provide the ability to upload raw customer ESQMD and ASQMD from Calpine to separate out Power Share and C&I green-e customers.
• Provide the ability to upload CPA load forecasting into the ETRM. • Provide new Financial Model (FiMo) capabilities migrating from current spreadsheets to the ETRM.
• Allow users the ability to establish email notifications of upcoming events based on specified fields for specified records.
• Develop new resource adequacy requirements table(s).
• Develop new resource adequacy summary table(s) for contracted volume. • Provide the ability to create or upload scenarios and see the P/L effects of those scenarios. • Provide energy data loader enhancements to accept unlimited rows, accept data in

Agenda Page 33
quarterly or annual strips and convert it to monthly, and enter deals in quarterly or annual strips and modify systems/FiMo to accept this format.
• Ongoing technical support.

Contractor will commit ETRM code changes via Git version control to CPA’s GitHub repository.

The code changes will then be deployed to a test/staging environment with a DevOps process using GitHub Actions. Once deployed, Contractor developers and CPA staff test the changes to ensure it meets the established requirements. Work and testing status by enhancement will be tracked on a shared worksheet or work tracking system between CPA and Contractor.

In-app Reporting Capabilities
Contractor understands that CPA desires interactive reporting capabilities in the ETRM application. Contractor will work with CPA to better understand the data and user interface requirements for the reporting capabilities. The capabilities include:
• Provide the ability for CPA users to download data from the ETRM. • Provide the ability for CPA users to create, view, and share ad-hoc reports. • Provide the ability for CPA users to export reports to CSV or Excel format. • Develop Renewable Energy/Carbon Free (RE/CF) position summary reporting, incorporating meter data, trade data, and the load forecast.
• Develop Resource Adequacy (RA) position summary reporting time bucketed reporting of RA positions versus known obligations.
• Develop daily report showing changes to P/L from price changes, new deals, changes in expected load, and other data changes.
• Develop renewable and carbon free tracker.
• Develop new trades report for data validation of new trades. • Develop data changes report showing all changes to historical data. • Develop data audit table and report where all ETRM data changes are recorded to an audit table or report showing all version history when changes are made. • Develop contracted position view – the ability to see contracted position in the ETRM. • Develop portfolio target percentages report.
• Develop energy position reporting.
• Develop ERMP reporting.

Contractor will document reporting capabilities in Confluence.

Agenda Page 34
Exhibit C – Compensation
Contractor shall satisfactorily provide all the contemplated Services detailed in Exhibit A at the following hourly rates specified in the table below and in compliance with the terms and conditions of this Agreement.

Contractor’s Time & Material Rates
Role Hourly
Rate
Administrative $75
IT/Data Analyst $125
Senior IT/Data Analyst $150
Cyber Security Engineer $160
Solutions Engineer/Developer $170
Network Engineer $180
Senior Solutions Engineer/Developer $200
Senior Network Engineer $210
Project Manager $220
Senior Project Manager $240
Database Administrator $240
Lead Developer/Solutions Architect $240
Lead Infrastructure Architect $255
Project Director $260
Technology Director $300
Additionally, Contractor shall invoice CPA no more than the budgeted amount listed for each task listed in below.
[Contract (Task) Item] Estimated Due Date
Not to Exceed
Amount
Task 1:

System Performance Enhancements May 15, 2024 $30,000
Task 2:

System Feature Enhancements July 15, 2024 $130,000
Task 3:

In-App Reporting Capabilities September 15, 2024 $120,000 Expenses, if approved in advance, in writing, by CPA $0 TOTAL Program Costs $280,000

Agenda Page 35
Any travel, administrative expenses, and materials (hereinafter, “Expenses”) will be billed in the amount incurred by Contractor for actual out-of-pocket cost, without any additional mark-up by Contractor. Any Expenses incurred shall be billed for the month in which the Expenses are incurred. Expense reports detailing all Expenses, along with receipts, shall be presented to CPA for reimbursement. All expenses must be approved by CPA in advance writing before they are incurred.

The Total Maximum Amount that CPA shall pay Contractor, including any subcontractor that the Contractor may retain, for all Services and Expenses to be provided under this Professional Services Agreement shall not exceed Two Hundred Eighty Thousand Dollars ($280,000) ("Not-to-Exceed" or "NTE").

Contractor shall satisfactorily perform and complete, in the judgement of CPA, all required Services in accordance with Exhibit A notwithstanding the fact that total payment from CPA shall not exceed the NTE.

Agenda Page 36
Exhibit D – Intentionally Left Blank

Agenda Page 37
Staff Report – Agenda Item 4
To: Board of Directors
From: Matthew Langer, Chief Operating Officer
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Special Assessments from California Community Choice Association and Professional Services Agreement between CPA and NewGen Strategies and Solutions, LLC
Date: April 4, 2024

RECOMMENDATION
Staff recommends that the Board of Directors take the following actions in connection with ongoing support for CPA’s regulatory affairs efforts:
a. Approve a special assessment for Southern California Edison’s (“SCE”) Energy Resource Recovery Account (“ERRA”) (Attachment 1) Proceeding Management Services from the California Community Choice Association (“CalCCA”) for contracts with (i) NewGen Strategies & Solutions (“NewGen”) with a Not-to-Exceed (“NTE”) amount of $79,881, and (ii) Keyes & Fox LLP (“K&F”) with an NTE amount of $76,380 (this item shall be referred to as the “CalCCA ERRA Special Assessment”).
b. Approve an amended special assessment for SCE 2025 General Rate Case (“GRC”) (Attachment 2) Proceeding Management Services from CalCCA for contracts with (i) NewGen with an additional NTE amount of $6,750, (ii) MRW & Associates (“MRW”) with an additional NTE amount of $9,000, and (iii) K&F with an additional NTE amount of $22,500 (this item shall be referred to as the “CalCCA GRC Special Assessment”).
c. Authorize the Chief Executive Officer to execute the Professional Services Agreement between CPA and NewGen (“NewGen PSA”) for an initial one-year Agenda Page 38
Board of Directors Item 4
term and up to a three-year term with an NTE amount of $25,000 to provide Specialized Services regarding Green Tariff Shared Renewables (“GTSR”) issues in the Green Access Programs (“GAP”) proceeding and general regulatory support.

BACKGROUND/DISCUSSION
A. CalCCA Special Assessments
CPA and four other CCAs operating in SCE territory (California Choice Energy Authority, Central Coast Community Energy, Desert Community Energy, and Orange County Power Authority) negotiated joint representation agreements establishing cost sharing arrangements amongst the CCAs regarding the services of K&F, NewGen, and MRW for legal, technical, and rate analysis support. Because of this cost sharing arrangement, the vendors, CPA, and the other CCAs determined that it would be administratively burdensome to manage the billing of multiple clients for the same work or for one CCA to be tasked with billing all of the other CCAs. The vendors and the CCAs therefore asked for CalCCA’s assistance in managing the administrative process. Under this arrangement, the vendors bill CalCCA for the expenses, and then CalCCA charges each CCA based on the cost share arrangement. The charges are then billed as “special assessments” on top of the normal membership dues each CCA has already paid CalCCA. CalCCA is the party executing contracts with each of the three vendors. CalCCA does not charge any mark-up or administrative fees to provide this service.

Staff is seeking approval on two special assessments:

1. A special assessment for K&F and NewGen’s services related to SCE’s 2023 ERRA Review Application and 2025 ERRA Forecast Application

2. An amendment to the special assessment related to K&F, MRW, and NewGen’s support services related to SCE’s 2025 General Rate Case (“GRC”) Application.1
1 The Board ratified the original special assessments for the 2025 GRC and the ERRA applications on October 5, 2023 for a total amount of $200,000. CPA’s portions of the original special assessment amounts for the 2025 GRC were (i) $20,700 for NewGen; (ii) $45,000 for K&F; and (iii) $24,300 for MRW.

Agenda Page 39
Board of Directors Item 4
A summary of each special assessment is provided below.

1. CalCCA ERRA Special Assessment
SCE is expected to file its 2023 ERRA Review Application and 2025 ERRA Forecast Application on April 1, 2024 and May 15, 2024, respectively. Provisions within each of these applications can impact CPA’s competitiveness and customer bills.

The ERRA applications set the Power Charge Indifference Adjustment (“PCIA”) and SCE generation rates each year. CPA and four other CCAs operating in SCE territory have entered into joint representation agreements with K&F and NewGen for legal, technical, and rate analysis support at a total cost of $245,500 for the two aforementioned ERRA applications. CPA’s portion of the cost for the two proceedings is $79,881 for NewGen, and $76,380 for K&F.2 K&F provides Legal Services and NewGen’s services are Specialized Services. Each has expertise and experience in investor-owned utilities (“IOU”) ratemaking proceedings, and NewGen is in the unique position to participate as a non-market participant to have access to confidential SCE information, upon signing a non-disclosure agreement (“NDA”) with SCE. CPA has contracted with these firms in the past for similar services.

The amounts of the CalCCA ERRA Special Assessment that are proposed to be paid to K&F and NewGen through CalCCA will exceed the CEO’s signing authority of $125,000 per vendor in a 12-month period.3 Therefore, CPA staff seeks the Board’s approval of the special assessment by CalCCA to allow CPA to engage in these regulatory proceedings.

2. CalCCA GRC Special Assessment
In addition to the CalCCA ERRA Special Assessment discussed above, CPA staff also recommends approval of an amendment to the special assessment from CalCCA increasing the amount of the Special Assessment by $38,250 to continue Legal Services and Specialized Services related to CPA’s interests in SCE’s 2025 GRC. The GRC 2 While the special assessments were not competitively solicited, CPA has competitively solicited agreements with (i) NewGen and (ii) Keyes & Fox. The rates being proposed by NewGen and K&F are substantially similar to the rates that both previously proposed to CPA.
3 The cumulative value of these contracts exceeds the CEO’s signing authority.

Agenda Page 40
Board of Directors Item 4
includes various proposals that would impact the service fees that SCE charges CPA related to billing and data management, as well as CPA’s ability to access quality customer data.

Amendment to the CalCCA GRC Special Assessment includes consultant management, reviewing and analyzing SCE GRC filings, assessing case impact on SCE CCAs, and providing post-testimony rate case support. Since the original special assessment for the SCE 2025 GRC was set, there has been considerably more time spent on discovery issues with SCE than originally anticipated. Moreover, the CCAs have prepared and submitted additional testimony, including the expert testimony of CPA’s Chief Administrative Officer, Dr. Monique Edwards-Greer. The increased CalCCA GRC Special Assessment will allow CPA to continue to pursue its objectives in the proceeding.

CPA’s portion of the increased cost for the GRC is $6,750 for NewGen and $22,500 for K&F; all costs will flow through CalCCA, which manages the administrative process as with the special assessment for CalCCA ERRA Special Assessment. As the amounts of the CalCCA GRC Special Assessment along with the CalCCA ERRA Special Assessment will exceed the CEO’s signing authority of $125,000 per vendor in a 12-month period, staff presents this amendment to the Board for approval.

B. NewGen PSA
The proposed NewGen PSA (Attachment 3) would authorize staff to utilize NewGen for technical and rate analysis support in the GAP proceeding on issues pertaining to SCE’s GTSR program and other CPUC proceedings that could impact CPA’s competitiveness with SCE. The proposed total NTE amount of the proposed NewGen PSA is $25,000.4 As with the special assessments for SCE’s ERRA Applications and GRC, further payments to NewGen and the execution of the NewGen PSA requires approval and authorization from the Board of Directors.
4 Staff anticipates that $5,000 of the NTE will be completed by July 1, 2024. With regard to ongoing regulatory support services, the NTE of $20,000 will be on a per contract year basis.

Agenda Page 41
Board of Directors Item 4

FISCAL IMPACT
Proposed NTE amounts for K&F of $76,380 for the CalCCA ERRA Special Assessment and $22,500 for the CalCCA GRC Special Assessment are included in the Fiscal Year (“FY”) 2023/24 Board-approved Budget. Costs associated with subsequent periods would be included in future annual budget proposals. Proposed NTE amounts for NewGen of $79,881 for the CalCCA ERRA Special Assessment, $6,750 for the CalCCA GRC Special Assessment, and $25,000 per contract year for the NewGen PSA were partially included in the Board-approved FY 2023-2024 budget, and will be partially included in the upcoming FY 2024-2025 budget.

ATTACHMENTS

1. ERRA Management Special Assessment Letter

2. GRC Management Special Assessment Letter

3. NewGen PSA

Agenda Page 42
California Community Choice Association
2300 Clayton Road, Suite 1150, Concord, CA 94520 | [email protected] | cal-cca.org California Community Choice Association
Operational Member Special Assessment Funding
(April 4, 2023 – June 30, 2025)
Clean Power Alliance
Dear Director Bardacke,
On [DATE] the Directors of California Choice Energy Authority, Clean Power Alliance, Central Coast Community Energy, Orange County Power Authority, and Desert Community Energy unanimously approved having CalCCA manage the Southern California Edison 2023 and 2025 ERRA proceedings on behalf of the five CCAs as a Special Assessment outside of the typical annual Operational Membership dues.

As outlined below, the overall cost for the Keyes & Fox and NewGen contracts to support this work is $245,500. Applying the proportional rate of funding as provided by the five participating CCAs, this will result in a total special assessment cost of $156,261 for your CCA during the projected 15-month length of the contracts (April 4, 2023 – June 30, 2024). Knowing these contracts are estimated, CalCCA will perform budget reconciliations as needed to either issue increased funding amendments or a partial refund of unspent funding.

SCE CCAs
% of Special
Assessment Budget
Keyes & Fox
Contract (April 4,
2024 - June 30,
2025)
NewGen
Contract (April
4, 2024 - June
30, 2025)
Total Special
Assessment
Quarterly
Invoice Amount
(15 months, 5
Invoices)
$120,000 $125,500 $245,500
CPA 63.65% $76,380 $79,881 $156,261 $31,252
OCPA 15.21% $18,252 $19,089 $37,341 $7,468
CalChoice 14.19% $17,028 $17,808 $34,836 $6,967
3CE 3.39% $4,068 $4,254 $8,322 $1,664
DCE 3.56% $4,272 $4,468 $8,740 $1,748
100.00% $120,000 $125,500 $245,500 $49,100
Five quarterly payment invoices in the amount of $31,252 will be sent on the first of the month prior to the start of the Fiscal Year Quarter (September, December, March, and June) from the CalCCA QuickBooks system to your contact(s) on file. Payments are due 30 days after receipt of the invoice, before the Fiscal Year Quarter starts.

Agenda Page 43
Please contact me with any questions. We truly appreciate your contribution to the work of CalCCA and look forward to our success ahead.

Thank you,
Martha Serianz
California Community Choice Association
510-290-4187
[email protected]

Agenda Page 44
California Community Choice Association
2300 Clayton Road, Suite 1150, Concord, CA 94520 | [email protected] | cal-cca.org California Community Choice Association
Operational Member Special Assessment Funding
(August 1, 2023-December 31, 2024)
AMENDMENT LETTER: April 2024
Clean Power Alliance
Dear Director Bardacke,
On August 28, 2023 the Directors of California Choice Energy Authority, Clean Power Alliance, Central Coast Community Energy, Orange County Power Authority, and Desert Community Energy unanimously approved having CalCCA manage the Southern California Edison GRC proceeding on behalf of the five CCAs as a Special Assessment outside of the typical annual Operational Membership dues. On March 20, 2024, the Directors were notified that spending had been higher than anticipated and an increase to the contract Not-to-Exceed amounts would be necessary to complete the proceeding work (See Attachment). On DATE the Directors unanimously approved this increase.

As outlined in the attachment, the overall increased cost for the Keyes & Fox, NewGen, and MRW contracts is $85,000. Applying the proportional rate of funding as provided by the five participating CCAs, this will result in a total increased cost of $38,250 for your CCA during the projected 17-month length of the contracts (August 1, 2023 – December 31, 2024). Knowing these contracts are estimated, CalCCA will perform budget reconciliations as needed to either issue increased funding amendments or a partial refund of unspent funding.

Please do not hesitate to contact me if you have any questions. We truly appreciate your contribution to the work of CalCCA and look forward to our success ahead.

Thank you,
Martha Serianz
California Community Choice Association
510-290-4187
[email protected]

Agenda Page 45
Attachments:

1. CPA Share of GRC Special Assessment

2. Email Approval Request for GRC Special Assessment Spending Increase

Agenda Page 46
CPA Share of GRC Special Assessment

Agenda Page 47

Agenda Page 48

Agenda Page 49

Agenda Page 50

Agenda Page 51
1 Clean Power Alliance of Southern California
This Professional Services Agreement (this “Agreement”), dated and effective as of April 5, 2024 (the “Effective Date”), is made by and between:

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA (“CPA”), and NEWGEN STRATEGIES AND SOLUTIONS, LLC (“Contractor”).

RECITALS
WHEREAS, CPA may contract with a provider for regulatory consulting services; WHEREAS, CPA selected Contractor because Contractor has the expertise and experience to provide the specified services to CPA and offered CPA the Best Value; WHEREAS, Contractor desires to provide these specified services to CPA; WHEREAS, the purpose of this Agreement is to set forth the terms and conditions upon which Contractor shall provide services to CPA; NOW, THEREFORE, it is agreed based on the consideration set forth below by the Parties to this Agreement as follows:

AGREEMENT

Agenda Page 52
2 e. “CPA Product” includes collectively CPA Data, CPA Information, and CPA Materials.
f. “Services” shall mean the scope of work Contractor provides to CPA as specified in Exhibit A.

2. Exhibits and Attachments
The following exhibits and attachments are attached to this Agreement and incorporated into this Agreement by this reference:

Exhibit A – Scope of Work
Exhibit B – Reserved
Exhibit C – Compensation
Exhibit D – Reserved
Should a conflict arise between language in the body of this Agreement and any exhibit or attachment to this Agreement, the language in the body of this Agreement controls, followed by Exhibit A, B, C, and D in that order.

4. Compensation
CPA agrees to compensate Contractor as specified in Exhibit C:
a. In consideration of the Services provided by Contractor in accordance with all terms, conditions and specifications set forth in this Agreement and Exhibit A, CPA shall make payment to Contractor on a time and materials basis and in the manner specified in Exhibit C.
b. Unless otherwise indicated in Exhibit C, Contractor shall invoice CPA monthly to [email protected] for all compensation related to Services performed during the previous month. Payments shall be due within fifteen (15) calendar days after the date the invoice is submitted to CPA at the specified email address. All payments must be made in U.S. dollars.

Agenda Page 53
3 6. Termination
a. Termination for Convenience. CPA may terminate the Agreement in accordance with this paragraph in whole, or from time to time in part, whenever CPA determines that termination is in CPA’s best interests. A termination for convenience, in part or in whole, shall take effect by CPA delivering to Contractor, at least thirty (30) calendar days prior to the effective date of the termination or prior to a Notice of Termination specifying the extent to which performance of the Services under the Agreement is terminated.

Upon such expiration or termination, and upon request of CPA, Contractor shall reasonably cooperate with CPA to ensure a prompt and efficient transfer of all data, documents and other materials to CPA in a manner such as to minimize the impact of expiration or termination on CPA’s customers.

Agenda Page 54
4 7. Contract Materials
CPA owns all right, title and interest in and to all CPA Materials and CPA Data. Upon the expiration of this Agreement, or in the event of termination, CPA Materials and all CPA Information, in whatever form and in any state of completion, shall remain the property of CPA and shall be promptly returned to CPA. Upon termination, Contractor may make and retain a copy of such CPA Materials if required by law or pursuant to the Contractor’s reasonable document retention or destruction policies.

Confidential Information shall not include: (l) information that is generally available to the public or in the public domain at the time of disclosure; (2) information that becomes publicly known other than through any breach of this Agreement by Contractor or its Representatives; (3) information which is subsequently lawfully and in good faith obtained by Contractor or its Representatives from a third party, as shown by documentation sufficient to establish the third party as the source of the Confidential Information; provided that the disclosure of such information by such third party is not known by Contractor or its Representatives to be in breach of a confidentiality agreement or other similar obligation of confidentiality; (4) information that Contractor or

Agenda Page 55
5 its Representatives develop independently without use of or reference to Confidential Information provided by Contractor; or (5) information that is approved for release in writing by Contractor.
c. California Public Records Act. The Parties acknowledge and agree that the Agreement including but not limited to any communication or information exchanged between the Parties, any deliverable, or work product are subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.). In order to designate information as confidential, the Disclosing Party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.” The Parties agree not to over-designate material as Confidential Information. Over-designation includes stamping whole agreements, entire pages or series of pages as “Confidential” that clearly contain information that is not Confidential Information. d. Third Party Request for Confidential Information. Upon request or demand of any third person or entity not a Party hereto pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information”), CPA will as soon as practical notify Contractor in writing via email that such request has been made. CPA will be solely responsible for taking at its sole expense whatever legal steps are necessary to prevent release to the third party of the Confidential Information designated by Contractor. If Contractor takes no such action after receiving the foregoing notice from CPA, CPA shall, at its discretion, be permitted to comply with the third party’s request or demand and is not required to defend against it. If Contractor does take or attempt to take such action, Contractor agrees to indemnify and hold harmless CPA, its officers, directors, employees and agents (“CPA Indemnified Parties”), from any claims, liability, award of attorneys’ fees, or damages, and to defend any action, claim or lawsuit brought against any of CPA Indemnified Parties for Contractor’s attempt to prevent disclosure or CPA’s refusal to disclose any Confidential Information.

11. Insurance
All required insurance coverages shall be substantiated with a certificate of insurance and must be signed by the insurer or its representative evidencing such insurance to CPA within 10 business days after the Agreement is fully executed. The general liability policy shall be endorsed naming Clean Power Alliance of Southern California and its employees, officers and agents as additional insureds. The certificate(s) of insurance and required endorsement shall be furnished to CPA prior to commencement of work and maintained throughout the Term and any Renewal Term. Each certificate shall provide for thirty (30) days advance written notice to CPA of any cancellation or reduction in coverage. Said policies shall remain in force through the life of this Agreement and shall be payable on a per occurrence basis only, except those required by paragraph (d) below which may be provided on a claims-made basis consistent with the criteria noted therein.

Nothing herein shall be construed as a limitation on Contractor’s obligation under paragraph 12 of this Agreement to indemnify, defend, and hold CPA harmless from any and all liabilities arising from the Contractor’s negligence, recklessness or willful misconduct in the performance of this Agreement. CPA agrees to timely notify the

Agenda Page 56
6 Contractor of any negligence claim.

Failure to provide and maintain the insurance required by this Agreement will constitute a material breach of the Agreement. In addition to any other available remedies, CPA may suspend payment to the Contractor for any services provided during any time that insurance was not in effect and until such time as the Contractor provides adequate evidence that Contractor has obtained the required coverage. a. General Liability
The Contractor shall maintain a commercial general liability insurance policy in an amount of no less than one million ($1,000,000.00) with a two million dollar ($2,000,000.00) aggregate limit. CPA shall be named as an additional insured on the commercial general liability policy and the Certificate of Insurance shall include an additional endorsement page.
b. Auto Liability
Where the services to be provided under this Agreement involve or require the use of any type of vehicle by Contractor in order to perform said services, Contractor shall also provide comprehensive business or commercial automobile liability coverage including non-owned and hired automobile liability in the amount of one million dollars combined single limit ($1,000,000.00).
c. Workers’ Compensation
The Contractor acknowledges the State of California requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor Code. If Contractor has employees, a copy of the certificate evidencing such insurance or a copy of the Certificate of Consent to Self-Insure shall be provided to CPA prior to commencement of work. d. Professional Liability Insurance
Coverages required by this paragraph may be provided on a claims-made basis with a “Retroactive Date” either prior to the date of the Agreement or the beginning of the contract work. If the policy is on a claims-made basis, coverage must extend to a minimum of twelve (12) months beyond completion of contract work. If coverage is cancelled or non-renewed, and not replaced with another claims made policy form with a “retroactive date” prior to the Agreement effective date, the Contractor must purchase “extended reporting” coverage for a minimum of twelve (12) months after completion of contract work.

Contractor shall maintain a policy limit of not less than $1,000,000.00 per incident. If the deductible or self-insured retention amount exceeds $100,000.00, CPA may ask for evidence that Contractor has segregated amounts in a special insurance reserve fund or Contractor’s general insurance reserves are adequate to provide the necessary coverage and CPA may conclusively rely thereon.

Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement.

Contractor shall monitor the safety of the job site(s) during the project to comply with all applicable federal, state, and local laws, and to follow safe work practices.

Agenda Page 57
7 12. Indemnification
Contractor agrees to indemnify, defend, and hold harmless CPA, its employees, officers, and agents, from and against, and shall assume full responsibility for payment of all wages, state or federal payroll, social security, income or self-employment taxes, with respect to Contractor’s performance of this Agreement. Contractor further agrees to indemnify, and hold harmless CPA from and against any and all third- party claims, liabilities, penalties, forfeitures, suits, costs and expenses incident thereto (including costs of defense, settlement, and reasonable attorney’s fees), which CPA may hereafter incur, become responsible for, or pay out, as a result of death or bodily injuries to any person, destruction or physical damage to tangible property, or any violation of governmental laws, regulations or orders, to the extent caused by Contractor’s negligent acts, errors or omissions, or the negligent acts, errors or omissions of Contractor’s employees, agents, or subcontractors while in the performance of the terms and conditions of the Agreement, except for such loss or damage arising from the sole negligence or willful misconduct of CPA, elected and appointed officers, employees, agents and volunteers.

14. Compliance with Applicable Laws
Contractor shall comply with any and all applicable federal, state and local laws and resolutions affecting Services covered by this Agreement.

15. Nondiscriminatory Employment
Contractor and/or any permitted subcontractor, shall not unlawfully discriminate against any individual based on race, color, religion, nationality, sex, sexual orientation, age, protected veteran status, or condition of disability. Contractor and/or any permitted subcontractor understands and agrees that Contractor and/or any permitted subcontractor is bound by and will comply with the nondiscrimination mandates of all federal, state and local statutes, regulations and ordinances.

Agenda Page 58
8 16. Work Product.

In the case of CPA, to:

Name/Title: Theodore Bardacke, Chief Executive Officer
Address: 801 S. Grand Ave., Suite 400, Los Angeles, CA 90017 Telephone: (213) 376-4850
Email: [email protected]
In the case of Contractor, to:

Name/Title: Brian Dickman, Partner
Address: 225 East Union Avenue suite 450 Denver, Colorado 80237 Telephone: (360) 576-0527
Email: [email protected]

19. Subcontracting
Contractor may not subcontract Services to be performed under this Agreement without the prior written consent of CPA. If the CPA’s written consent to a subcontract is not obtained, Contractor acknowledges and agrees that CPA will not be responsible for any fees or expenses claimed by such subcontractor.

Agenda Page 59
9 20. Retention of Records and Audit Provision
Contractor and any subcontractors authorized by the terms of this Agreement shall keep and maintain on a current basis full and complete documentation and accounting records, employees’ time sheets, and correspondence pertaining to this Agreement. Such records shall include, but not be limited to, documents supporting all income and all expenditures.

23. Governing Law, Jurisdiction, and Venue
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. The Contractor agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agrees and consents that venue of any action brought hereunder shall be exclusively in

Agenda Page 60
10 the County of Los Angeles.

24. Amendments
None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by the Parties.

Newgen Strategies and Solutions, LLC Clean Power Alliance of Southern California ____________________________________ ____________________________________ By: Brian Dickman By: Theodore Bardacke
Title: Partner Title: Chief Executive Officer

Agenda Page 61
Exhibit A – Scope of Work

PROJECT TASKS AND DELIVERABLES
Contractor shall be responsible for providing regulatory consulting services.

Contractor must account for the following tasks and all tasks must be completed according to the timelines set forth below:

Task #1: SCE Green Tariff Shared Renewable Rate Review
The IOU Green Access Programs (Green Tariff Shared Renewable ("GTSR") and Disadvantaged Communities - Green Tariff related programs) are being reviewed in a consolidated docket, including A.22-05-024 for SCE. As part of that proceeding, Contractor will undertake a review of SCE’s GTSR rate components focused on the RA charge and solar value adjustment. Contractor’s support may include, but is not limited to, supporting CPA’s participation in ex parte meetings, supporting comments, and reviewing filings and proposed decisions. Deliverables will be determined as the case progresses as agreed to by Contractor and CPA.

Deliverables for Task #1:
• Completion of the SCE GTSR rate review as set forth in Task #1.

Timeline for Task #1:
• Ongoing over the duration of the Agreement.

Task #2: General Regulatory Support Services
Regulatory and analytical support for CPA in other matters as requested by CPA and upon mutual agreement by CPA and Contractor.

Deliverables for Task #2:
• Completion of the general regulatory support services as set forth in Task #2.

Timeline for Task #2:
• Ongoing over the duration of the Agreement.

Agenda Page 62
Exhibit B – Intentionally Left Blank

Agenda Page 63
Exhibit C – Compensation
Contractor shall satisfactorily provide all the contemplated Services detailed in Exhibit A at the following hourly rates specified in Table 1 below and in compliance with the terms and conditions of this Agreement.

Table 1
Position Hourly Billing Rate
Partner $265 - $405
Principal $250 - $405
Senior Manager $225 - $280
Manager $195 - $235
Senior Consultant $170 - $195
Consultant $160 - $170
Administrative Services $130
Note: Billing rates are subject to change based on annual reviews and salary increases, provided that Contractor shall provide CPA 30 days prior written notice of any changes to the billing rates.

Contractor shall not exceed the amounts specified for each of the Tasks listed in Table 2:

Table 2
Contract (Task) Item Estimated Due
Date
Not to Exceed
Amount
Task 1:

SCE Green Tariff Shared Renewable Rate
Review
July 1, 2024 $5,000
Task 2:

General Regulatory Support Services
Ongoing over the
duration of the
Agreement
$20,000 per contract
year
Expenses, if approved in advance, in writing, by CPA $0 TOTAL Program Costs $25,000
Any travel, administrative expenses, and materials (hereinafter, “Expenses”) will be billed in the amount incurred by Contractor for actual out-of-pocket cost, without any additional mark-up by Contractor. Any Expenses incurred shall be billed for the month in which the Expenses are incurred. Expense reports detailing all Expenses, along with receipts, shall be presented to CPA for reimbursement. All expenses must be approved by CPA in advance writing before they are incurred.

Agenda Page 64
The Total Maximum Amount that CPA shall pay Contractor, including any subcontractor that the Contractor may retain, for all Services and Expenses to be provided under this Professional Services Agreement shall not exceed Twenty-Five Thousand Dollars ($25,000) ("Not-to-Exceed" or "NTE").

Agenda Page 65
Exhibit D – Intentionally Left Blank

Agenda Page 66
Staff Report – Agenda Item 5
To: Board of Directors
From: Cara Rene, Director, Communications & Marketing
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Amendment to the agreement with Bloom Ads Global Media Group for additional $100,000 in media buying
Date: April 4, 2024

RECOMMENDATION
Approve and authorize the Chief Executive Officer to execute an amendment to the FY 2023/24 professional service agreement (PSA) with Bloom Ads Global Media Group (Bloom) for an additional $100,000 in media buying and increase the PSA from $250,000 to a Not to Exceed (NTE) amount of $350,000.

BACKGROUND/DISCUSSION
Clean Power Alliance entered into a paid services agreement in October 2023 with Bloom for a NTE amount of $250,000 for media buying, research and planning, and data analysis and reporting, to support marketing and enrollment of CPA programs and to expand CPA’s brand awareness in the communities it serves. CPA works with other vendors who assist in the development of content creation for CPA.

As CPA began preparations for a spring 2024 brand campaign, staff determined that previously created assets are still viable for the spring campaign. As result, CPA is able to redirect funds from its content creation budget to advertising led by Bloom to increase awareness and impact.

Agenda Page 67
Board of Directors Item 5
Channeling these redirected funds into paid media will help increase understanding about what CPA is and does, particularly through the use of TV streaming advertising for the first time. TV streaming advertising can leverage the geotargeting of CPA zip codes and deploy video in English and Spanish through TVs, mobile phones, tablets, and desktop computers. This additional reach can help increase our visibility to customers in Los Angeles County where our research showed we lag in brand awareness compared to significant gains in Ventura County which is a less crowded media market.

The redirected funds will also expand our digital advertising on Facebook and Instagram to serve ads in three languages and incorporate theme-based customer messaging, complementing the radio spots currently being implemented. Outdoor digital signage may also be deployed.

FISCAL IMPACT
Funds for the proposed contract amendment are included in the Board-approved FY2023/24 Budget.

ATTACHMENT

1. Amended PSA with Bloom Ads Global Media Group

Agenda Page 68

AMENDMENT NUMBER ONE TO

BLOOM ADS GLOBAL MEDIA GROUP

PROFESSIONAL SERVICES AGREEMENT
This Amendment Number One (“AMENDMENT ONE”) to the Professional Services Agreement is made by and between Clean Power Alliance of Southern California (“CPA”) and Bloom Ads Global Media Group (“CONTRACTOR”) on April 4, 2024. CPA and CONTRACTOR may individually be referred to herein as a “Party,” or collectively as the “Parties.”

RECITALS
WHEREAS, a Professional Services Agreement (“AGREEMENT”) was executed on October 5, 2023, between CPA and CONTRACTOR to provide professional services for paid media services;
WHEREAS, CPA desires to amend the AGREEMENT in order to update the compensation set forth in Exhibit C;
WHEREAS, CONTRACTOR has the competence and expertise to provide the professional services, described above; and,
WHEREAS, CONTRACTOR desires to continue providing and performing these professional services.

NOW, THEREFORE, it is mutually agreed by and between the Parties hereto to amend the AGREEMENT as follows:

1. Exhibit C of the AGREEMENT is deleted in its entirety and replaced with Exhibit C (Compensation), attached hereto.

2. Except as specifically amended hereby, all other terms and conditions of the AGREEMENT shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT ONE to be executed as of the date first above written.
[Signature Page Follows]

Agenda Page 69

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
By
______________________________________
Theodore Bardacke
Chief Executive Officer
CONTRACTOR: Bloom Ads Global Media Group
_______________________________________
By
Kathe Bloom
President/CEO

Agenda Page 70
A-2
Exhibit C – Compensation
Contractor shall satisfactorily provide all the contemplated Services detailed in Exhibit A at the fixed price per deliverable specified in the table below and in compliance with the terms and conditions of this Agreement.

Contract (Task) Item Estimated Due Date Not to Exceed
Amount
Task 1:

Research and Planning
Completed Strategic
Media Plan by December
31, 2023
$17,000
Task 2:

Media Buying
(Includes hard costs of media)
Ongoing over the
duration of the
Agreement
$273,000
Task 3:

Partnerships
(Includes talent fees and associated
sponsorship direct costs)
Ongoing over the
duration of the
Agreement
$55,000
Task 4:

Ad Tagging, Trafficking, and Serving
Ongoing over the
duration of the
Agreement
$5,000
Task 5:

Dashboard and Reporting
Ongoing over the
duration of the
Agreement
Included
Expenses, if approved in advance, in writing, by CPA $0 TOTAL Program Costs $350,000
All hard media costs, talent fees, and associated sponsorship direct costs as set forth in Task 2 and Task 3 above will be billed in the amount incurred by Contractor for actual out-of-pocket cost (hereinafter, “Media Fees”), with a maximum additional mark-up by Contractor of fifteen percent (15%) of the gross Media Fees. Any Media Fees incurred shall be billed for the month in which the Media Fees are incurred. Reports detailing all Media Fees, along with receipts, shall be presented to CPA. All Media Fees must be approved by CPA in advance writing before they are incurred.

Any travel, administrative expenses, and materials (hereinafter, “Expenses”) will be billed in the amount incurred by Contractor for actual out-of-pocket cost, without any additional mark-up by Contractor. Any Expenses incurred shall be billed for the month in which the Expenses are incurred. Expense reports detailing all Expenses, along with receipts, shall be presented to CPA for reimbursement. All expenses must be approved by CPA in advance writing before they are incurred.

Agenda Page 71
A-2
The Total Maximum Amount that CPA shall pay Contractor, including any subcontractor that the Contractor may retain, for all Services and Expenses to be provided under this Professional Services Agreement shall not exceed Three Hundred Fifty Thousand Dollars ($350,000) ("Not-to-Exceed" or "NTE").

Agenda Page 72
Staff Report – Agenda Item 6
To: Board of Directors
From: John McNamara, Director, Structured Contracts
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Amendments to the Wilmington 1 and El Segundo Power Share Renewable Power Purchase Agreements
Date: April 4, 2024

RECOMMENDATION
Approve and authorize the Chief Executive Officer to execute

1. Amendment No. 1 to the of Renewable Power Purchase Agreement with ESCA-PLD-CPA-Wilmington1 LLC (“Wilmington 1”); and,

2. Amendment No. 1 to the Renewable Power Purchase Agreement with ESCA-PLD-CPA-El Segundo LLC (“El Segundo”).

Both the Wilmington I and El Segundo projects will be used to support CPA's Power Share program.

BACKGROUND
CPA's Power Share program promotes the development of renewable generation in and for underserved communities. The Power Share program includes the Disadvantaged Community Green Tariff (DAC-GT) program, which is a CPUC program that provides enrolled customers with 100% renewable energy and a 20% bill discount. Under the DAC-GT program, enrolled customers receive 100% renewable energy from a project located within a DAC in Southern California Edison territory. Above market procurement costs associated with Power Share resources are reimbursed to CPA by the CPUC, as are the 20% customer bill discounts.

Agenda Page 73
Board of Directors Item 6
On October 6, 2022, the CPA Board approved a package of six separate 15-year Renewable Power Purchase Agreements (PPAs) with Prologis to supply the Power Share program. Among those PPAs were the PPAs for (i) Wilmington I, a 1.8 MW rooftop solar PV facility and (ii) El Segundo, a 0.64 MW rooftop solar PV facility.

Both projects have experienced significant scheduling delays due to delays in SCE’s interconnection timeline. Prologis has exhausted the Development Cure Delay Days, which are excused delays under the contract, and anticipates exhausting the 90-day period that it can pay Commercial Operation Delay Damages. Therefore, the PPAs would automatically terminate before Prologis can complete them unless an extension to the Guaranteed Commercial Operation Date (“GCOD”) is allowed. CPA Staff has engaged in negotiations for amendments to the PPAs to prevent the projects from terminating.

SUMMARY OF PROPOSED AMENDMENTS
The proposed amendments to both PPAs extend the GCOD by increasing the period that Prologis can pay Commercial Operation Delay Damages to CPA from 90 days to 270 days. This will effectively make March 24, 2025 the new deadline for the projects to come online. Under the amendments, Prologis will pay CPA $1,200 per day for Wilmington 1 and $427 per day for El Segundo for each additional day ($0.67 per kilowatt) beyond the existing GCOD of June 27, 2024 that projects take to achieve the Commercial Operation Date (“COD”). If the projects fail to achieve COD by the 270-day period, the parties may mutually agree to further extend that timeline through further payment of Commercial Operation Delay Damages.

The Amendment will also increase the maximum exposure Prologis is liable for if it fails to achieve COD to three (3) times its Development Security and CPA will therefore be entitled to retain up to that amount if the projects fail to achieve COD within the 270-day period. If the parties mutually agree to allow for additional payment of Commercial Operation Delay Damages beyond the 270-day period, the cap will be increased by the day-for-day amount paid to CPA for Commercial Operation Delay Damages required to achieve COD.

Agenda Page 74
Board of Directors Item 6
Because Power Share is regulated by the California Public Utilities Commission (“CPUC”) and the CPUC is reimbursing CPA for above-market and other program costs, CPA is typically required to submit the PPA amendments for subsequent approval by the CPUC.

However, the CPUC has confirmed that additional approval is not required for these amendments because they do not include an increase to PPA contract prices and the projects continue to comply with program eligibility requirements.

RATIONALE
The amendments to the PPAs will enable the projects to come online and provide renewable energy to CPA’s Power Share customer under DAC-GT, instead of terminating due to the exhaustion of Development Cure Delay Days. CPA’s current DAC-GT program under Power Share is fully enrolled, therefore, keeping the projects in CPA’s portfolio will allow CPA to serve more Power Share customers with long-term contracted resources and reduce its reliance on short-term renewable energy purchases while also providing a financial incentive for the developer to bring the projects online as soon as possible.

ATTACHMENTS

1. Proposed Amendment for Wilmington 1

2. Proposed Amendment for El Segundo

Agenda Page 75
1 AMENDMENT NO. 1 TO POWER PURCHASE AGREEMENT
This Amendment No. 1 (the “First Amendment”) to the Agreement (as defined below), is dated as of April ___, 2024 (the “First Amendment Effective Date”), between Clean Power Alliance of Southern California, a California joint powers authority (“Buyer”), and ESCA-PLD-CPA-Wilmington1 LLC, a Delaware limited liability company (“Seller”). Seller and Buyer are each a “Party” and together the “Parties”. Capitalized terms used and not defined in this First Amendment have the respective meanings assigned to them in the Agreement (as defined below).

RECITALS
A. The Parties entered into that certain Renewable Power Purchase Agreement, dated as of October 10, 2022 (as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”). The Agreement contains a Guaranteed Construction Start Date of April 24, 2023 and a Guaranteed Commercial Operation Date of December 30, 2023.

B. Seller delivered a first Development Cure Period Claim Form to Buyer on April 20, 2023, claiming a permitting delay and seeking to extend the Guaranteed Construction Start Date to June 2, 2023 and to extend the Guaranteed Commercial Operation Date to February 9, 2024 (“First Development Cure Period Claim”). Buyer issued a notice to Seller on May 2, 2023, agreeing to Seller’s First Development Cure Period Claim.

C. Seller delivered a second Development Cure Period Claim Form to Buyer on June 2, 2023, claiming a permitting delay and seeking to extend the Guaranteed Construction Start Date to July 30, 2023 and to extend the Guaranteed Commercial Operation Date to March 8, 2024 (“Second Development Cure Period Claim”). Buyer issued a notice to Seller on June 8, 2023, agreeing to Seller’s Second Development Cure Period Claim.

D. Seller delivered a third Development Cure Period Claim Form to Buyer on June 26, 2023, claiming a permitting delay and seeking to extend the Guaranteed Construction Start Date to July 14, 2023 and to extend the Guaranteed Commercial Operation Date to March 22, 2024 (“Third Development Cure Period Claim”). Buyer issued a notice to Seller on June 28, 2023, agreeing to Seller’s Third Development Cure Period Claim.

E. Seller delivered a fourth Development Cure Period Claim Form to Buyer on July 14, 2023, claiming a permitting delay and seeking to extend the Guaranteed Construction Start Date to July 28, 2023 and to extend the Guaranteed Commercial Operation Date to April 5, 2024 (“Fourth Development Cure Period Claim”). Buyer issued a notice to Seller on July 20, 2023, agreeing to Seller’s Fourth Development Cure Period Claim.

F. Seller delivered a fifth Development Cure Period Claim Form to Buyer on February 6, 2024, claiming an interconnection delay and seeking to further extend the Guaranteed Commercial Operation Date to June 27, 2024 (“Fifth Development Cure Period Claim”). Buyer issued a notice to Seller on March 13, 2024, agreeing to Seller’s Fifth Development Cure Period Claim, which exhausted the maximum one hundred eighty (180) days of Development Cure Period that Seller may claim in accordance with the Agreement.

G. Notwithstanding the extension of the Guaranteed Commercial Operation Date to June 27, 2024 in accordance with Seller’s Fifth Development Cure Period Claim, Seller has informed Buyer that Seller is unlikely to complete interconnection on or prior to June 27, 2024, and Seller has requested to amend the Agreement so that Seller may pay Commercial Operation Delay Damages for more

Agenda Page 76
2 than ninety (90) days, as currently allowed in the agreement, to allow Seller to further extend the Guaranteed Commercial Operation Date through the payment of Commercial Operation Delay Damages up through March 24, 2025, so that Seller can complete interconnection.

H. The Parties now intend to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Amendments to the Agreement.
(a) In the Guaranteed Commercial Operation Date section of the Cover Sheet, the phrase “12/20/2023,” is deleted and replaced with “6/27/2024”. (b) In the Milestones table on the Cover Sheet, the dates for the following Milestones are replaced with the dates indicated below:

Milestone Expected Date for
Completion
Evidence of Site Control Complete
Documentation of Conditional Use Permit if required:

Agenda Page 77
3 “First Amendment” means the first amendment to this Agreement executed by the Parties as of the First Amendment Effective Date.
“First Amendment Effective Date” means the date assigned such meaning in the First Amendment.
(d) The definition of “Commercial Operation Delay Damages” in Section 1.1 is deleted and replaced with:
“Commercial Operation Delay Damages” means an amount equal to one thousand two hundred dollars ($1,200.00) per day.”
(e) Section 10.4(a) is deleted in its entirety.
(f) The first paragraph of Section 12.2 shall be replaced in its entirety as follows:
“Waiver and Exclusion of Other Damages. NOTWITHSTANDING

ANYTHING IN THIS AGREEMENT TO THE CONTRARY, UNLESS AND

UNTIL THE FACILITY HAS ACHIEVED COMMERCIAL OPERATION,
SELLER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT,

INCLUDING LIABILITY FOR PAYMENT OF DAILY DELAY DAMAGES,

COMMERCIAL OPERATION DELAY DAMAGES, AND THE DAMAGE

PAYMENT, SHALL NOT EXCEED A TOTAL EQUAL TO THREE
HUNDRED PERCENT (300%) OF THE DEVELOPMENT SECURITY

AMOUNT UNLESS THE PARTIES AGREE TO ALLOW SELLER TO PAY

COMMERCIAL OPERATION DELAY DAMAGES TO EXTEND THE
GUARANTEED COMMERCIAL OPERATION DATE PAST MARCH 24, 2025 IN ACCORDANCE WITH SECTION 2(b) OF EXHIBIT B. EXCEPT AS

EXPRESSLY SET FORTH HEREIN, THERE IS NO WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE

PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES

OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE
ESSENTIAL PURPOSES HEREOF. ALL LIMITATIONS OF LIABILITY

CONTAINED IN THIS AGREEMENT, INCLUDING THOSE PERTAINING TO SELLER’S LIMITATION OF LIABILITY AND THE PARTIES’ WAIVER

OF CONSEQUENTIAL DAMAGES, SHALL APPLY EVEN IF THE

Agenda Page 78
4 Operation Date. If Seller achieves Commercial Operation prior to the Guaranteed Commercial Operation Date as extended by the payment of Commercial Operation Delay Damages, Buyer shall refund to Seller the Commercial Operation Delay Damages for each day Seller achieves Commercial Operation prior to the Guaranteed Commercial Operation Date times the Commercial Operation Delay Damages, not to exceed the total amount of Commercial Operation Delay Damages paid by Seller pursuant to this Section 2.b.”
(h) Section 4 of Exhibit B (Extension of the Guaranteed Dates) is deleted in its entirety.

3. Development Cure Period Claims. Seller represents and warrants as of the First Amendment Effective Date that Seller shall have no further right to claim a Development Cure Period to extend the Guaranteed Commercial Operation Date beyond June 27, 2024.

4. Limited Effect. Except as expressly provided in this First Amendment, all of the terms and provisions of the Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Agreement or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the First Amendment Effective Date, each reference in the Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words of like import will mean and be a reference to the Agreement as amended by this First Amendment.

5. Miscellaneous.
(a) This First Amendment is governed by and construed in accordance with, the laws of the State of California, without regard to the conflict of laws provisions of such State. (b) This First Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and permitted assigns. (c) The headings in this First Amendment are for reference only and do not affect the interpretation of this First Amendment.
(d) This First Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this First Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this First Amendment.
(e) This First Amendment constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
(f) Each Party shall pay its own costs and expenses in connection with this First Amendment (including the fees and expenses of its advisors, accounts and legal counsel). [Signature Page Follows]

Agenda Page 79
5 IN WITNESS WHEREOF, the Parties have executed this First Amendment effective as of the First Amendment Effective Date written above.
“SELLER:”
ESCA-PLD-CPA-WILMINGTON1 LLC
By:

Printed Name: Natasha Keefer
Title: Vice President, Origination & Power Marketing - Americas “BUYER:”

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
By:

Printed Name: Ted Bardacke
Title: Chief Executive Officer

Agenda Page 80
1 AMENDMENT NO. 1 TO POWER PURCHASE AGREEMENT
This Amendment No. 1 (the “First Amendment”) to the Agreement (as defined below), is dated as of April ___, 2024 (the “First Amendment Effective Date”), between Clean Power Alliance of Southern California, a California joint powers authority (“Buyer”), and ESCA-PLD-CPA-EL Segundo LLC, a Delaware limited liability company (“Seller”). Seller and Buyer are each a “Party” and together the “Parties”. Capitalized terms used and not defined in this First Amendment have the respective meanings assigned to them in the Agreement (as defined below).

C. Seller delivered a second Development Cure Period Claim Form to Buyer on February 6, 2024, claiming an interconnection delay and seeking to further extend the Guaranteed Commercial Operation Date to June 27, 2024 (“Second Development Cure Period Claim”). Buyer issued a notice to Seller on March 13, 2024, agreeing to Seller’s Second Development Cure Period Claim, which exhausted the maximum one hundred eighty (180) days of Development Cure Period that Seller may claim in accordance with the Agreement.

D. Notwithstanding the extension of the Guaranteed Commercial Operation Date to June 27, 2024 in accordance with Seller’s Second Development Cure Period Claim, Seller has informed Buyer that Seller is unlikely to complete interconnection on or prior to June 27, 2024, and Seller has requested to amend the Agreement so that Seller may pay Commercial Operation Delay Damages for more than ninety (90) days, as currently allowed in the agreement, to allow Seller to further extend the Guaranteed Commercial Operation Date through the payment of Commercial Operation Delay Damages up through March 24, 2025, so that Seller can complete interconnection.

E. The Parties now intend to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Agenda Page 81
2 Milestone Expected Date for
Completion
Evidence of Site Control Complete
Documentation of Conditional Use Permit if required:

CEQA [ X] Cat Ex, [ ] Neg Dec, [ ] Mitigated Neg Dec, [x] EIR
Not Applicable
Seller’s receipt of Phase I and Phase II Interconnection study results for Seller’s Interconnection Facilities Complete Executed Interconnection Agreement Complete
Financial Close Complete
Expected Construction Start Date Complete
Permission to Operate 10/16/2024
Network Upgrades completed (evidenced by delivery of
permission to parallel letter from the Transmission
Provider)
Not Applicable
Expected Date of CAISO Commercial Operation 12/31/2024
Expected Commercial Operation Date 12/31/2024
(c) The following defined terms are added to the definitions in Section 1.1 in alphabetic order. “First Amendment” means the first amendment to this Agreement executed by the Parties as of the First Amendment Effective Date.
“First Amendment Effective Date” means the date assigned such meaning in the First Amendment.
(d) The definition of “Commercial Operation Delay Damages” in Section 1.1 is deleted and replaced with:
“Commercial Operation Delay Damages” means an amount equal to four hundred, twenty-six dollars and sixty-seven cents ($426.67) per day.” (e) Section 10.4(a) is deleted in its entirety.
(f) The first paragraph of Section 12.2 shall be replaced in its entirety as follows:
“Waiver and Exclusion of Other Damages. NOTWITHSTANDING

ANYTHING IN THIS AGREEMENT TO THE CONTRARY, UNLESS AND

Agenda Page 82
3 UNTIL THE FACILITY HAS ACHIEVED COMMERCIAL OPERATION, SELLER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT,

INCLUDING LIABILITY FOR PAYMENT OF DAILY DELAY DAMAGES,

COMMERCIAL OPERATION DELAY DAMAGES, AND THE DAMAGE

PAYMENT, SHALL NOT EXCEED A TOTAL EQUAL TO THREE
HUNDRED PERCENT (300%) OF THE DEVELOPMENT SECURITY

AMOUNT UNLESS THE PARTIES AGREE TO ALLOW SELLER TO PAY

COMMERCIAL OPERATION DELAY DAMAGES TO EXTEND THE
GUARANTEED COMMERCIAL OPERATION DATE PAST MARCH 24, 2025 IN ACCORDANCE WITH SECTION 2(b) OF EXHIBIT B. EXCEPT AS

EXPRESSLY SET FORTH HEREIN, THERE IS NO WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE

PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES

OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE
ESSENTIAL PURPOSES HEREOF. ALL LIMITATIONS OF LIABILITY

CONTAINED IN THIS AGREEMENT, INCLUDING THOSE PERTAINING TO SELLER’S LIMITATION OF LIABILITY AND THE PARTIES’ WAIVER

OF CONSEQUENTIAL DAMAGES, SHALL APPLY EVEN IF THE

REMEDIES FOR BREACH OF WARRANTY PROVIDED IN THIS
AGREEMENT ARE DEEMED TO “FAIL OF THEIR ESSENTIAL PURPOSE” OR ARE OTHERWISE HELD TO BE INVALID OR UNENFORCEABLE.”
(g) Section 2(b) of Exhibit B is deleted and replaced with the following:
“Seller may extend the Guaranteed Commercial Operation Date up through March 24, 2025 by paying Commercial Operation Delay Damages to Buyer for each day Seller desires to extend the Guaranteed Commercial Operation Date; provided, Buyer and Seller may each, in their absolute discretion, agree to extend such March 24, 2025 date to allow Seller to continue to pay Commercial Operation Delay Damages to extend the Guaranteed Commercial Operation Date past March 24, 2025, notwithstanding Section 12.2. On or before the date that is ten (10) days prior to the then-current Guaranteed Commercial Operation Date Seller shall provide Notice and payment to Buyer of the Commercial Operation Delay Damages for the number of days of extension to the Guaranteed Commercial Operation Date. If Seller achieves Commercial Operation prior to the Guaranteed Commercial Operation Date as extended by the payment of Commercial Operation Delay Damages, Buyer shall refund to Seller the Commercial Operation Delay Damages for each day Seller achieves Commercial Operation prior to the Guaranteed Commercial Operation Date times the Commercial Operation Delay Damages, not to exceed the total amount of Commercial Operation Delay Damages paid by Seller pursuant to this Section 2.b.”
(h) Section 4 of Exhibit B (Extension of the Guaranteed Dates) is deleted in its entirety.

Agenda Page 83
4 of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the First Amendment Effective Date, each reference in the Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words of like import will mean and be a reference to the Agreement as amended by this First Amendment.

Agenda Page 84
5 IN WITNESS WHEREOF, the Parties have executed this First Amendment effective as of the First Amendment Effective Date written above.
“SELLER:”

ESCA-PLD-CPA-EL SEGUNDO LLC
By:

Printed Name: Natasha Keefer
Title: Vice President, Origination & Power Marketing - Americas “BUYER:”

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
By:

Printed Name: Ted Bardacke
Title: Chief Executive Officer
Agenda Page 85
Staff Report – Agenda Item 7
To: Board of Directors
From: Gina Goodhill, Senior Director, Government Affairs Approved By: Ted Bardacke, Chief Executive Officer
Subject: Approve Support Position on AB 1176
Date: April 4, 2024

RECOMMENDATION
Approve a support position on Assembly Bill 1176, as recommended by the Legislative & Regulatory Committee at its March meeting.

BACKGROUND/DISCUSSION
AB 1176, authored by Assemblymember Rick Zbur and sponsored by ClimatePlan, would enact the Local Electrification Planning Act. This Act would require cities and counties, no later than January 1, 2028, to prepare and adopt a specific plan to identify the following goals:

1. Opportunities to expand electric vehicle charging and infrastructure, including for public fleets and heavy-duty vehicles

2. Opportunities to advance building decarbonization in new and existing buildings

3. Opportunities to expand zero-emission and renewable distributed energy resources including rooftop solar, community solar, microgrid and battery storage

4. In coordination with relevant load serving entities, identification of opportunities to advance grid infrastructure upgrades where they are needed Cities or counties that have already adopted local decarbonization plans, such as a Climate Action Plan, may use their existing plan rather than creating a new one. However,

Agenda Page 86
Board of Directors Item 7
the bill would not provide funding for cities that do not have such a plan. The bill would also require that all plans include policies to address the needs of disadvantaged communities and low-income households.

While earlier versions of the bill were opposed by the League of California Cities (Cal Cities), the bill was amended to give local governments increased flexibility in how they can meet the bill requirements. Cal Cities has since removed their opposition and is neutral on the bill. The current version is supported by CivicWell (formally the Local Government Commission), the Electric Vehicle Charging Association, California Environmental Voters, and others, and is opposed only by the County of Kern.

The bill’s goals around vehicle and building electrification preparedness are aligned with the goals outlined 3d, 3c, 3d, 3f, and 5d in CPA’s Policy Platform, and CPA has previously supported similar bills that advance electrification through planning. However, while none of CPA’s member agencies have currently taken a position on this bill, the new requirements for local governments may be difficult for some smaller cities.

The Legislative & Regulatory Committee advised staff to take a Support position on the bill, and to connect interested CPA member agencies to organizations that assist cities and counties in writing local Climate Action Plans or electrification plans, such as the California Air Resources Board.

ATTACHMENT
None.

Agenda Page 87
Staff Report – Agenda Item 8
To: Board of Directors
From: Gina Goodhill, Senior Director, Government Affairs Approved By: Ted Bardacke, Chief Executive Officer
Subject: Receive and File April 2024 Bill Positions Report Date: April 4, 2024

RECOMMENDATION
Receive and file.

ATTACHMENT

1. 2024 Legislative & Regulatory Policy Platform

Agenda Page 88
Board of Directors Item 8
Bill Number &
Author
Title & Summary Status CPA Position Alignment with
CPA Policy
Platform
Notes
AB 817
Assemblymember Blanca
Pacheco
Open meetings:
teleconferencing:
subsidiary body
Allows, until January 2026, a
subsidiary body of a local
agency to teleconference
without meeting all of the
teleconferencing
requirements of the Brown
Act.

In Senate.

Referred to
Committee on
Rules for
assignment
Support 1d, 5d CPA’s Community
Advisory Committee
would qualify as a
subsidiary body
under this bill
AB 1852
Assemblymember Blanca
Pacheco (Principal
coauthor Senator
Anthony Portantino)
Joint powers agencies:

Clean Power Alliance of
Southern California:
meetings
Authorizes CPA to continue
its practice of allowing
alternate board members
who are not elected officials
to participate in closed
session meetings when the
primary board member is
unavailable.

Passed Assembly
Committee on
Local
Government
03/20/2024
Sponsor 1d CPA sponsored
similar legislation in
2019 (SB 355;
Portantino), which
authorized CPA to
adopt a policy to
allow alternate board
members who are
not elected officials to
participate in closed
session meetings if
the primary board
member is
unavailable. The bill

Agenda Page 89
Board of Directors Item 8
was chaptered into
law in 2019 and
sunsets on January
1, 2025. This bill
would allow CPA to
extend that practice
until January 1, 2030.

Agenda Page 90
2024 Legislative and Regulatory Policy Platform
Overview and Purpose
The Clean Power Alliance (CPA) Legislative and Regulatory Policy Platform (Platform) serves as a guide to the CPA Board of Directors and CPA staff in their advocacy efforts and engagement on policy matters of interest to CPA. The Platform allows both members of the CPA Board of Directors and CPA staff to pursue actions at the regional, state and federal legislative and regulatory levels in a consistent manner and with the understanding that they are pursuing actions in the best interest of the organization and its mission, its member agencies, and its customers.

The Platform provides direction to CPA staff on positions that should be taken on regulatory matters and legislative bill proposals. The Platform also provides guidance to the Chief Executive Officer on positions that should be taken on legislative and regulatory matters that come before the California Community Choice Association (CalCCA) Board of Directors.

CPA staff report to the Board monthly on all positions taken on legislative bills. For bills that fall outside the scope of this platform; bills that are likely to attract high-profile supporters and detractors, including bills that would modify the California Environmental Quality Act (CEQA); bills that would raise taxes; or bills that would knowingly put CPA at odds with positions that its member agencies have taken, CPA staff will seek approval of a proposed position to the Legislative & Regulatory Committee and Board of Directors before taking a position.

Policy Principles
The Legislative and Regulatory Policy Platform is centered around five basic principles:

1. Protecting CPA’s local control and competitive position, especially as it relates to rates, finances, power procurement and expansion of its service territory.

2. Pursing power resource planning and procurement that promotes the growth in renewable energy capacity at the local level and reduce fossil fuel dependency, with the goal of combating climate change.

3. Developing and administering customer programs that encourage clean energy adoption by CPA customers.

4. Ensuring fair access to data, particularly as it relates to energy usage, billing, and information needed to develop and administer customer programs.

5. Supporting CPA’s ability to set electric rates and offer programmatic services that are affordable and inclusive for all.

These principles are incorporated throughout the below platform.

Agenda Page 91
Policy Platform

1. Affordability and Local Control
a. Fair rates and cost allocation: CPA will pursue administrative and legislative initiatives that will ensure that non-bypassable charges for CPA customers, including any income-graduated fixed charges, are assessed fairly compared to unbundled customers and that CPA’s customers are not unnecessarily burdened by non-bypassable charges compared to unbundled customers. b. Finances: CPA will pursue administrative and legislative initiatives to ensure that CPA is eligible to apply and receive funding made available to the electricity sector for decarbonization, reliability, and affordability purposes, and that CPA’s financial health are not disparately impacted by new regulations.
c. CCA Expansion: CPA will pursue administrative and legislative initiatives to protect CPA’s ability to expand its service to new member agencies. d. Local Control: CPA will pursue administrative and legislative initiatives to protect CPA Board’s authority over CPA’s procurement, rate-setting, governance, and customer program development activities.

2. Power Resources Planning and Procurement
a. Resource Adequacy and Reliability: CPA will pursue administrative and legislative initiatives that will enable CPA to secure capacity resources to meet its reliability obligations, such as initiatives that evaluate the supply of capacity resources available to load serving entities (LSEs), determine the appropriate market mechanisms for LSEs to procure capacity resources, and develop a durable policy framework that encourages all LSEs to construct their fair share of new capacity resources to maintain grid reliability while pursuing decarbonization efforts. b. Carbon-Free Resources: CPA will pursue administrative and legislative initiatives that will maximize CPA’s ability to procure carbon-free resources to meet or exceed the needs of CPA’s three product offerings and its long-term carbon-free procurement goal as required by SB 100 and other statutory or regulatory obligations. c. Renewable Resources: CPA will pursue administrative and legislative initiatives that will maximize CPA’s ability to procure eligible Renewable Portfolio Standard (RPS) resources to meet the needs of CPA’s three product offerings and its long-term RPS procurement goal as required by SB 100 and other statutory or regulatory obligations.
d. Integrated Resource Plan: CPA will pursue administrative and legislative initiatives that will maximize CPA’s ability to plan and procure resources to meet various environmental and reliability goals set by state laws and by its Board of Directors, while offering affordable products and programs to serve its customers, including disadvantaged communities.
e. Transmission: CPA will pursue administrative and legislative initiatives that will expedite new transmission infrastructure needed to meet California’s climate goals, as well as initiatives that will provide CPA adequate access to transmission capacity to maximize its procurement of RPS-eligible or carbon-free resources that meet various statutory and regulatory requirements.
f. Research & Development: CPA will pursue administrative and legislative initiatives that support the research and development of new energy resources that can be procured to meet the reliability and decarbonization goals set by the State and its Board of Directors.

Agenda Page 92
g. Grid Reliability: CPA will pursue administrative and legislative initiatives that support the expansion of a regional grid that improves reliability; accelerates decarbonization; improves transmission planning; reduces costs for ratepayer and load serving entities; maintains California’s ability to set, meet and implement its own climate goals; and protects clean energy jobs within the State.

3. Customer Programs
a. Demand Response, Demand Flexibility and Energy Efficiency: CPA will pursue administrative and legislative initiatives that will enable CPA to pursue demand response programs and opportunities for its customers.
b. Zero-emission vehicles: CPA will pursue administrative and legislative initiatives to promote electrification of the transportation sector in response to state and federal goals aimed at increasing the usage of zero emission vehicles. c. Building decarbonization: CPA will pursue administrative and legislative initiatives that support the ability of CPA to promote statewide building decarbonization, primarily through electrification.
d. Local Grid Management and Resiliency: CPA will pursue administrative and legislative initiatives that supports the ability of CPA and its member agencies to offer local grid management and resiliency solutions to increase local reliability and adaptability that could protect against power outages and extreme heat. e. Distributed Energy Resources: CPA will pursue administrative and legislative initiatives that support the ability of CPA to offer and utilize distributed energy resources as part of its reliability, resiliency and community engagement strategies. f. Research and Development: CPA will pursue administrative and legislative initiatives that support the ability of CPA to explore new opportunities related to behind the meter clean energy resources.

4. Data Access
a. Timely and Accurate Access to Customer Data: CPA will pursue administrative and legislative initiatives that will enable CPA to obtain timely and accurate access to its customers’ data to improve billing accuracy and inform the development and implementation of customer programs.
b. Fair Fees for Data Management Services: CPA will pursue administrative and legislative initiatives to ensure that the fees due to Southern California Edison for data access and management are fairly assessed based on data needs and potential technological improvements.

5. Diversity, Equity, Inclusion
a. Customer Protection: CPA will pursue administrative and legislative initiatives that support the protection of all ratepayers, particularly environmental and social justice communities in CPA’s service territory.
b. Supplier Diversity: CPA will pursue administrative and legislative initiatives that supports supplier diversity in CPA’s contracting activities and through women-owned, minority-owned, disabled-veteran-owned, and lesbian, gay, bisexual, and/or transgender owned business enterprises.
c. Workforce Development: CPA will pursue administrative and legislative initiatives that support workforce development with a focus on new stable, well-paying local jobs, and participation in a just transition to a low-carbon economy.

Agenda Page 93
d. Energy Equity: CPA will pursue administrative and legislative initiatives that supports increased access to clean energy technologies, clean energy and contracting jobs, and clean energy opportunities for environmental and social justice communities in CPA’s service territory.
e. Access to the Electrical Grid: CPA will pursue administrative and legislative initiatives that support reducing timelines in interconnection and service extensions for new construction, critical services, renewable energy, building decarbonization, and other projects in CPA’s service territory.

Agenda Page 94
Staff Report – Agenda Item 9
To: Board of Directors
From: Christian Cruz, Senior Community Outreach Manager Approved by: Ted Bardacke, Chief Executive Officer
Subject: Community Advisory Committee (CAC) Report
Date: April 4, 2024

RECOMMENDATION
Receive and file.

MEETING REPORT
CPA 2024/2025 Rates Outlook
In March, the CAC received a presentation on CPA’s 2024-2025 rates outlook. Rate options presented for FY 2024-2025 will take into consideration three parameters:

1. Price spread between CPA’s three rate products, which is largely dependent on the amount of Renewable Energy in each product.

2. Competitiveness as SCE reduced generation rates in January 2024 and will do so again in June before reversing those declines with a projected hike in January 2025

3. The need to continue to build reserves to account for increased market volatility while enabling CPA to deliver on its mission to fund local customer programs.

Based on Executive Committee and Board feedback, staff will present rate approach options to the Board of Directors at its May meeting aimed at meeting CPA’s product content, competitiveness, and financial goals for the coming fiscal year. A final rate approach is expected to be approved at the June Board of Directors meeting in conjunction with adopting the FY 2024/2025 budget.

Agenda Page 95
Board of Directors Item 9
Sun Storage Rebate Update
In March, the CAC also received an update from CPA Program Manager, Community Solar, Alex Ricklefs, on the Sun Storage Rebate Program. The program provides CPA residential customers with a rebate of up to $1,000 to install battery storage systems with solar photovoltaic (PV). The program is designed to be an easy rebate pathway to complement existing tax credits and incentives. Eligible CPA residential customers could reduce battery storage costs by 50%, on average, by combining tax credits and other incentives.

Customers must successfully install a battery storage system that meets the following requirements to be eligible for the rebate:

1. Must be new and paired with a (new or existing) solar PV system.

2. Have a combined total capacity of at least 5 kWh.

3. Verified as part of the Self-Generation Incentive Program (SGIP) verified equipment list.

4. The system must be set to discharge 50% of its capacity on a daily basis.

The CAC supported the CPA outreach and marketing plan presented. The CAC also recommended that CPA consider partnering with TECH Clean California and Rewiring America to help distribute information about the program to contractors. In addition, the CAC also recommended that staff consider providing customers with cost-saving comparisons by highlighting peak versus off-peak costs when utilizing solar storage.

ATTACHMENT

1. CAC Meeting Attendance

Agenda Page 96
Board of Directors Item 9
Action Items and Presentations
January
Legislative Update/2024 Policy Platform
February
Renewable Energy (RE) Supply and CPA Product Content
March
Sun Storage Rebate Program
Rates Outlook 2024/2025
Community Advisory Committee Attendance
2024
Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov
East Ventura/West LA County
Angus Simmons ✓ ✓ A
Jennifer Burke X ✓ ✓
Debbie West A ✓ A
San Gabriel Valley
Richard Tom ✓ A A
Vacant
West/Unincorporated Ventura County
Vacant
Vacant ✓ ✓
South Bay
Court Casady ✓ ✓ ✓
Diane Wallace ✓ ✓ ✓
Gateway Cities
Irella Perez A ✓ ✓
Genaro Bugarin ✓ A ✓
Westside
Cris Gutierrez ✓ A ✓
David Haake A ✓ ✓
Unincorporated LA County
Neil Fromer ✓ ✓ A
Vacant
✓ - Attended A – Absent X – Medical/Personal Leave

Agenda Page 97
Staff Report – Agenda Item 10
To: Board of Directors
From: Karen Schmidt, Director, Rates & Strategy
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Receive Presentation on FY 2024-25 Rates Outlook Date: April 4, 2024

RECOMMENDATION
Staff will provide a presentation on the item.

ATTACHMENT

1. FY 2024-25 Rates Outlook Presentation

Agenda Page 98
FY 2024-25 Rates Outlook
April 4, 2024
Agenda Page 99
Summary
CPA will be able to maintain competitive rates, build reserves, and fund local programs in FY 24/25
Rate options for FY 2024/25 should consider:

1. Price spread between CPA’s three retail rate products (Lean, Clean, 100% Green) o Largely depends on the amount of renewable energy in each product

2. Competitiveness with SCE
o SCE reduced generation rates in January 2024 and will do so again in June before reversing those declines with a projected hike in January 2025

3. Balance reserve accumulation and program spending
o CPA will need to continue building reserves consistent with its Reserve Policy, while enabling CPA to deliver on its mission to fund local customer programs Supply constraints in the renewable energy market necessitate achieving low carbon emission levels using more carbon-free hydroelectric sources and fewer renewable energy sources in the Lean and Clean rate products
Rate and financial projections shown in this presentation are preliminary and subject to change
Agenda Page 100
2 CPA sets rates annually in conjunction with the development of a fiscal year budget Rate and Budget Schedule
Month 2024/25 Rate Setting 2024/25 Budget
Feb/March • Discuss and achieve consensus on 2025 and 2026 rate product content (CAC, ExCom and Energy Committees)
April • Discuss rate setting parameters (Board)
• CAC discusses rate setting approach
• ExCom recommends rate setting approach
• Discuss budget priorities (CAC, ExCom
and Finance Committees)
May • Adopt rate setting approach (Board) • Discuss budget priorities (Board) • Finance Committee recommends FY
24/25 budget
June • Adopt final rates (Board) • Adopt final budget (Board) July • Implementation of FY 24/25 rates • Start of new Fiscal Year Agenda Page 101
3 Renewable (but not Carbon-Free)
o Bioenergy (biomass, eligible biodiesel)
o Geothermal
Renewable & Carbon Free
o Solar Photovoltaic
o Wind
o Small hydroelectric (below 30 MW)
o Ocean (tidal, wave, thermal)
o Fuel cells using eligible renewable fuel
Refresher on Renewable and Carbon-Free Energy
Low or Carbon-Free (but not Renewable)
o Large hydroelectric (above 30 MW)
o Nuclear
o Controlling Supplier (two suppliers mostly
large hydroelectric but may source from
other technologies like nuclear)
Renewable Carbon-free (GHG-free)
Bioenergy
Geothermal
(both sources can have
small amounts of carbon
emissions)
Solar
Wind
Small Hydro
Large hydro
Nuclear
ACS

RE & CF
Agenda Page 102
Under Senate Bill 100, 60% of each LSE’s electricity must come from renewable energy resources by 2030 and be 100% GHG-free by 2045. Interim goals have also been established:
o 90% GHG-free by December 2035
o 95% GHG-free by December 2040
CPA’s approach has been to prioritize renewables in order to meet initial state mandates, fulfill customer demand for the 100% Green product, and spur decarbonization by focusing on new build projects (renewables are the only GHG-free current technologies that can be built at commercial scale) o CPA exceeded the 2030 60% renewables mandate in 2023 and will continue to do so Depending on market dynamics, available supply, and budget considerations, the amount of renewables in the Lean and Clean products has fluctuated while their GHG-free targets have been relatively stable at 40% and 50% respectively
As the state moves toward meeting the joint renewable and carbon-free targets in the 2030s this flexibility within Lean and Clean is increasingly important while CPA maintains all renewable energy sources in the 100% Green product
68% of CPA’s load is now on the 100% Green product, essentially “locking -in” a significant amount of customer demand for renewable energy
Regulatory Framework/CPA Approach
Agenda Page 103
Renewable/Carbon-Free Energy – Market Dynamics
CPA has set ambitious targets to secure 95% of its renewable energy demand via long-term contract by 2029. However, CPA is still dependent on short-term renewable energy purchases until new projects come online
Prices for short-term renewable energy and carbon-free energy have increased five-fold over a two-year period and supply is tightening:
o Decreased supply from out of state due to new low carbon energy regulations in other Western states
o Greater demand from California Load Serving Entities’ increasing renewable targets o Slower build-out of new projects related to supply chain issues and interconnection delays o IOUs have cut back procurement of new renewable resources over the past several years and now are curtailing short-term sales of RE as they face state compliance deadlines o Demand from ‘big tech’ sustainability programs
Agenda Page 104
6 It is not clear how much more short-term renewable and carbon-free energy supply can be procured, even at elevated prices. Trading volume for 2025 and 2026 remains very low
CPA needs to maintain a focus on entering into long-term new build contracts and work to ensure that its already contracted projects come online in a timely manner RE content of Lean and Clean will decline in 2025 & 2026 while maintaining their 40% and 50% GHG-free targets
7 Renewable/Carbon-free Energy – Market Dynamics
Agenda Page 105
Product Content Scenarios

SCENARIOS
(All scenarios assume 100% Green remains 100% RE)

CONTENT AND NOTES

1. Set 2025 & 2026 Lean and Clean Product Content
target at 2023/2024 Levels
Lean = 40% GHG-free (20% RE minimum)
Clean = 50% GHG-free (50% RE)
Highly unlikely to be able to source enough RE to meet these targets

2. Set 2025 & 2026 Lean and Clean Product Content
target at 2021/2022 Levels
Lean = 40% GHG-free (no RE)
Clean = 50% GHG-free (40% RE minimum)
Difficult to achieve RE targets, especially 2026

3. Set 2025 & 2026 RE Product Content target at
25% for Clean while maintaining low GHG levels
Lean = 40% GHG-free (no RE)
Clean = 50% GHG-free (target 25% RE minimum)
Good opportunity to meet subsequent RE targets unless significant failure or delay of projects under development

4. Set 2025 & 2026 Lean and Clean Product Content
at all carbon-free energy (large hydro)
Lean = 40% GHG-free (no RE)
Clean = 50% GHG-free (no RE)
Likely to meet subsequent RE targets. May not be enough hydro available to meet GHG targets
For rate setting, budget preparation, and position management, targets for each product need to be set. Over the past two months, CPA committees have discussed a range of scenarios and arrived at a consensus that Scenario 3 below should be used for 2025 and 2026 Scenario 3 maintains CPA’s overall preference for renewables, keeps the 100% Green product intact, allows for competitive rates, and is the most achievable/realistic All scenarios delays 100% Green Default change for Unincorp. LA County CARE Customers to 2027 Agenda Page 106
CPA RE Portfolio Scenarios vs. SCE
32%
36% 35%
31% 31% 33% 35% 37% 39%
42%
44%
59% 60%
47%
52%
76%
81% 81% 81% 83%
77% 77%
74% 74%
70% 70%
20%
30%
40%
50%
60%
70%
80%
90%
2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027
SCE Base Rate Renewable Percentage SCE Base Rate Forecasted Renewable Percentage CPA Portfolio Renewable Percentage 1
2 3
4 CPA’s overall RE content would remain well above SCE’s in each scenario Option 2
Option 1
Option 3
Option 4
Agenda Page 107
Product Differentials
10 Energy Product FY 2020-21 FY 2022-23 FY 2023-24 FY 2024/25 Scenario 3
Lean 0% 0% 0% 0%
Clean +1% +1% +1% +0.5-1%
100% Green +10% +4% +5% +5-6%
FY 2024-2025 Product Price Differentials (Total bill,* Compared to Lean Power) Price differentials between each of CPA’s rate products are based on cost-of-service and highly dependent on renewable energy prices and, secondarily, carbon-free energy prices Differentials shown below are not competitive targets with SCE, which are dependent on many other factors
The differential between Lean and 100% has been widening slowly but in FY 2024/25 is still expected to be about half of what it was 3 years ago *Product differentials based on projected CPA cost of service and average total customer bills.

Agenda Page 108
$0.1771 $0.1857 $0.2108 $0.2328 $0.2450
$0.1545
$0.1650
$0.1490
$0.1392
$0.1498
$0.00
$0.05
$0.10
$0.15
$0.20
$0.25
$0.30
$0.35
$0.40
$0.45
3/1/2023 6/1/2023 1/1/2024 6/1/2024
Forecast
1/1/2025
Forecast
$/kWh
SCE Delivery SCE Gen
3/1/2023 6/1/2023 1/1/2024 6/1/2024
Forecast
1/1/2025
Forecast
Total
Change
3/1/2023
to
1/1/2025
Incremental
change - gen

6.8% -9.7% -6.6% 7.6% -3.0%
Incremental
change - delivery 4.8% 13.5% 10.4% 5.3% 38%
Total average
monthly bill $172 $182 $187 $193 $205 19%
Incremental
change - total bill $10 $5 $6 $12 $33
SCE generation rates are volatile, largely driven by short-term power prices and under/over-collections in any given year
SCE delivery rates continue to rise rapidly, making generation rates a smaller portion of total bills 2025 rate forecasts are highly uncertain
11 Competitive Landscape
SCE Domestic Rates
Agenda Page 109
Rate Comparisons - 2022 to 2025
(1) (2) (3) (4) (5) (6) (7)
Energy Product
Comparison to
SCE base rate
(July 2022)
Comparison to
SCE base rate
(April 2023)
Board
Approved
Targets for
FY 23/24
(July 2023)**
Comparison to
SCE base rate
(October
2023)
Comparison to
SCE base rate
(Current)
Comparison to
SCE base rate
(July 2024
Forecast with
CPA “Rate
Freeze”)***
Comparison to
SCE base rate
(Jan 2025
Forecast with
CPA “Rate
Freeze”)***
Lean Power -1% -6% -2% -5% -3% 0% (parity) -2%
Clean Power 0% (parity) -5% -1% -4% -2% +1% -1%
100% Green
Power +3% -1% +3% 0% (parity) +2% +4.5% +2.5%
CPA-SCE Rate Comparisons – Residential Customers*
*Total bill comparison for customers on Domestic rate schedule with 2018 vintage PCIA, based on average customer usage and load profiles in effect at the time of the comparison. Non-residential rate classes vary.
**Compared to SCE rates as of March 1, 2023.
***”Rate Freeze” means no change to CPA rates or product differentials as of July 1, 2023; bill comparisons for other rate classes and PCIA vintages other than 2018 vary widely.

Agenda Page 110
13 Reserves and Financial Targets
Contribution to
Net Position ($M) Reserves Days Liquidity on Hand (DLOH) FY 2022-23 Year End
(6/30/2023) $80 20% 97
FY 2023-24 Forecast
(6/30/2024) $219 33% 129
FY 2024-25 (6/30/2025) TBD 35-45%
(target)
> 120
(minimum policy target)
Financial Reserve Metrics
Projected contribution to net position, reserves, and other FY 2024-25 financial outcomes will be dependent on the rates the Board approves in June Agenda Page 111
Next Steps
Month 2024/25 Rate Setting 2024/25 Budget
April • Discuss rate setting parameters (Board)
• CAC discusses rate setting approach
• ExCom recommends rate setting approach
• Discuss budget priorities (CAC, ExCom
and Finance Committees)
May • Adopt rate setting approach (Board) • Discuss budget priorities (Board) • Finance Committee recommends FY
24/25 budget
June • Adopt final rates (Board) • Adopt final budget (Board) July • Implementation of FY 24/25 rates • Start of new Fiscal Year Agenda Page 112
14 Questions and Discussion
Agenda Page 113
Staff Report – Agenda Item 11

To: Board of Directors
Subject: Closed Session
Date: April 4, 2024

ATTACHMENT

1. Attachments for Closed Session will be forwarded under separate cover.

Agenda Page 114
Staff Report – Agenda Item 12
To: Board of Directors
From: Gabriela Monzon, Clerk of the Board
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Nomination Period for Executive Committee At-Large Positions Date: April 4, 2024

RECOMMENDATION
Open nomination for Executive Committee at-large positions for the July 2024 – June 2026 term.

BACKGROUND
Per CPA’s By-Laws, the Board Officers (Board Chair and two Vice-Chairs), Committee Chairs, and the Immediate Past Chair comprise seven of the ten positions on CPA’s Executive Committee. The two Vice-Chairs are automatic appointments comprised of the two Supervisors representing Los Angeles and Ventura County. The Committee Chairs are named by the Board Chair. The remaining three Executive Committee positions are at-large positions, two representing L.A. County Members and one representing Ventura County members.

Board Chair Deborah Klein Lopez has made the following Committee Chair appointments for the 2024-2026 term:
• Legislative & Regulatory Committee – Cedric Hicks, Carson • Finance Committee – Susan Santangelo, Camarillo
• Energy Planning & Resources Committee – Robert Parkhurst, Sierra Madre

Agenda Page 115
Board of Directors Item 12
The Committee Chairs will not be eligible for at-large Executive Committee nominations as they will automatically become members of the Executive Committee.

DISCUSSION
Chair Klein Lopez will open the nomination period for CPA’s at-large Executive Committee positions during the April 4 Board meeting. The nomination period for At-Large positions will close on Friday, April 19. The terms for the Executive Committee At-Large positions begin on July 1, 2024, and expire on June 30, 2026.

The LA County at-large positions must be nominated and elected by Regular Directors representing jurisdictions in L.A. County, and the Ventura County at-large position must be nominated and elected by Regular Directors representing jurisdictions in Ventura County. The number of nominees for each position will determine procedures for the election. The election for the at-large positions will occur at the May 2, 2024 Board meeting.

ATTACHMENT

1. List of Current Eligible Candidates for Executive Committee At-Large Positions

Agenda Page 116
Board of Directors Item 12
Current Eligible Directors for Executive Committee –
Los Angeles County
Jeff Maloney Alhambra
Michael Cao Arcadia
Corey Calaycay Claremont
Alex Monteiro Hawthorne
Marianne Riggins Malibu
Amy Howorth Manhattan Beach
Vilma Cuellar Stallings Paramount
Debby Stegura Rolling Hills Estates
Gleam Davis Santa Monica
Jon Primuth South Pasadena
John Erickson West Hollywood
Current Eligible Directors for Executive Committee -
Ventura County
Renee Delgado Moorpark
Betsy Stix Ojai
Bert Perello Oxnard
Jenny Crosswhite Santa Paula
Rocky Rhodes Simi Valley
David Newman Thousand Oaks
Liz Campos Ventura City

Agenda Page 117
Management Report
To: Board of Directors
From: Ted Bardacke, Chief Executive Officer
Subject: Management Report
Date: April 4, 2024
Save the Date: CPA Board Retreat June 21, 2024
CPA will hold a Board Retreat on June 21, 2024 from 9am to 2pm on the USC campus.

The day will include working sessions covering several topics, a lunch with an external speaker, and a ceremony installing CPA’s Executive Committee for the July 2024 – June 2026 time period. A full agenda, study materials and other logistical details will be provided in the coming months.

Earth Day Events
April is Earth Month and a busy time for CPA’s government/community affairs teams, who will participate in at least 15 events throughout CPA territory. Currently CPA staff are scheduled to table at events in Alhambra, Beverly Hills, Calabasas, Carson, Claremont, Culver City, East Los Angeles (Unincorporated), Hawthorne, Manhattan Beach, Paramount, Rolling Hills Estates, Sierra Madre, South Pasadena, Thousand Oaks, and Ventura. Please contact Gina Goodhill if your city is hosting an Earth Day themed event and would like a member of the CPA team to participate.

Approval of CPA Expansion in October 2025
On March 12, the California Public Utilities Commission (CPUC) certified CPA’s Implementation Plan Amendment #5, allowing CPA to begin service to the cities of La Cañada Flintridge, Lynwood, and Port Hueneme in October 2025. Approximately 33,100 new customers will be eligible for service. In the first quarter of 2025, these cities will name Board Directors and choose their cities’ default preferred energy option.

Agenda Page 118
Board of Directors Management Report
Monthly Financial Performance
In January 2024 CPA recorded an operating gain of $18.1 million, slightly more than the budgeted gain of $18.0 million. Both energy revenues and energy costs were 6% below budget, which combined with 27% lower than budgeted operating expenses, led to the on-budget results. The monthly financial dashboard for the month is provided in Attachment 1.

Customer Participation Rate and Opt Actions
As of March 26, 2024, CPA’s overall participation rate was 93%, unchanged from the previous month. CPA had 1,039,189 active customers, up 31,166 customers from the previous month, reflecting the mass enrollment of new customers in the cities of Hermosa Beach, Monrovia, and Santa Paula with a preferred energy option of 100% Green. In those three cities, as of March 25, 6.09% of eligible customers had opted-out, 1.67% had opted-down to Lean Power, and 0.28% had opted for Clean Power. These levels are customer actions are within historical norms; official participation rates including these three new cities will be calculated at the conclusion of mass enrollment later this spring.

Opt-out levels for the month – 825 accounts through the end of March – were higher than typical opt-out rates for the first quarter of the year reflecting the first month of incorporating new city opt-outs in the calculations. New accounts (“move-ins”) were higher than closed accounts (“move-outs”) by 1,296 customers in March. Participation rates and active accounts by jurisdiction are provided in Attachment 2 of this report.

Customer Service Center Performance
Incoming calls to CPA’s Customer Service Center during March continued to be elevated due to the enrollment of new customers described above but began to decline compared to February. Through March 25, CPA received 2,588 calls compared to 3,398 in February and an average of 1,743 calls per month in the previous quarter. Call center performance continued strong with 96% of calls answered within 45 seconds, one percentage point better than the previous month; average wait time was 7 seconds, down from 8 seconds in the previous month.

Agenda Page 119
Board of Directors Management Report
Contracts Executed Under the Chief Executive Officer’s Authority A list of non-energy contracts executed under the CEO’s signing authority is provided in Attachment 3. The list includes all open contracts as well as all contracts, open or completed, executed in the past 12 months.

ATTACHMENTS

1. January 2024 Financial Dashboard

2. Participation Rates by Jurisdiction

3. Non-Energy Contracts Executed under CEO’s Authority

Agenda Page 120

CUSTOMERS
Summary of Financial Results
Definitions:

Accounts: Active Accounts represents customer accounts of active customers served by CPA per Calpine Invoice.

Participation Rate %: Participation Rate represents active accounts divided by eligible CPA accounts YTD Sales Volume: Year-to-date sales volume represents the amount of energy (in gigawatt hours) sold to retail customers Revenues: Retail energy sales less allowance for doubtful accounts Cost of energy: Cost of energy includes direct costs incurred to serve CPA’s load Operating expenses: Operating expenditures include general, administrative, consulting, payroll, and other costs required to fund operations Net operating income represents the difference between revenues and expenditures before interest income and expense, and capital expenditures
Cash and Cash Equivalents: Includes bank accounts and marketable securities with maturities of less than 90 days.

Year to date (YTD): Represents the fiscal period beginning July 1, 2023 YTD
Jan
2024
Financial Dashboard
Note: Numbers may not sum up due to rounding.

Active Accounts
1,007,478
Participation Rate

93.3%
YTD Sales Volume
6,549 GWh
Jan Volume
848 GWh
Agr
2% Com-Lg
20%
Com-Sm
28%
Res
50%

Agenda Page 121
Participation %
100% Green 93.2%
Clean 94.4%
Lean 91.9%
Total 93.2%

OVERALL CUSTOMER STATUS REPORT

PARTICIPATION BY CITY AND COUNTY
March 26, 2024
Preferred Energy Option Active Accounts Participation % Lean % Clean % 100% Green % Agoura Hills 100% Green 8,031 89.7% 2.9% 0.4% 96.8%
Alhambra 100% Green 34,117 95.4% 1.8% 0.7% 97.5%
Arcadia Lean 22,648 95.5% 99.8% 0.1% 0.1%
Beverly Hills 100% Green 18,648 97.6% 2.0% 0.1% 97.9%
Calabasas 100% Green 9,689 93.7% 2.7% 0.3% 97.0%
Camarillo 100% Green 28,455 90.1% 1.7% 0.1% 98.3%
Carson Clean 29,496 96.1% 1.5% 98.3% 0.2%
Claremont 100% Green 12,685 91.3% 3.1% 0.2% 96.7%
Culver City 100% Green 19,217 95.1% 4.1% 1.2% 94.7%
Downey Clean 36,811 95.1% 1.6% 98.3% 0.1%
Hawaiian Gardens Clean 3,645 95.5% 1.2% 98.5% 0.3%
Hawthorne 100% Green 28,469 97.2% 0.7% 1.4% 98.0%
Hermosa Beach 100% Green 8,809 N/A 1.6% 0.4% 98.0%
Los Angeles County 100% Green 299,682 94.7% 2.2% 30.4% 67.4% Malibu 100% Green 7,008 95.3% 3.1% 0.4% 96.5%
Manhattan Beach 100% Green 15,389 95.8% 3.0% 0.2% 96.9% Monrovia 100% Green 15,153 N/A 2.0% 0.3% 97.7%
Moorpark Clean 11,413 85.7% 3.1% 96.3% 0.6%
Ojai 100% Green 3,496 89.4% 6.4% 1.1% 92.5%
Oxnard 100% Green 55,663 92.8% 4.0% 0.9% 95.1%
Paramount Clean 15,788 96.9% 0.2% 99.2% 0.6%
Redondo Beach 100% Green 33,240 96.1% 2.2% 0.1% 97.6%
Rolling Hills Estates 100% Green 3,513 92.0% 7.6% 1.7% 90.8% Santa Monica 100% Green 55,028 95.6% 3.5% 0.8% 95.7%
Santa Paula 100% Green 7,359 N/A 1.2% 0.1% 98.7%
Sierra Madre 100% Green 4,959 92.2% 5.8% 1.6% 92.7%
Simi Valley Lean 43,332 89.5% 99.6% 0.1% 0.2%
South Pasadena 100% Green 11,619 95.0% 4.0% 0.7% 95.3%
Temple City Lean 12,647 95.7% 99.8% 0.1% 0.2%
Thousand Oaks 100% Green 44,455 83.6% 8.1% 1.5% 90.4%
Ventura 100% Green 44,202 89.2% 4.9% 1.5% 93.6%
Ventura County 100% Green 32,935 84.8% 6.6% 1.2% 92.3%
West Hollywood 100% Green 26,515 97.2% 2.6% 0.4% 97.0%
Westlake Village Lean 3,725 88.2% 99.4% 0.1% 0.5%
Whittier Clean 31,348 94.1% 1.9% 97.9% 0.2%
Total 1,039,189 93.2%
Energy Option Active Accounts Participation %
100% Green 707,773 68.1%
Clean 221,488 21.3%
Lean 109,928 10.6%
Total 1,039,189 100.0%

OVERALL PARTICIPATION BY ENERGY OPTION
*Participation rates for Hermosa Beach, Monrovia, and Santa Paula will be included at the conclusion of mass enrollment.

Agenda Page 122
Vendor Purpose Month NTE Amount Status Notes
Langan GIS services (end date extension only) March 2024 $0 Active Viridis Consulting Customer Programs support services February 2024 $0 Active PSA end date extension only to contract
approved by the Board of Directors on
9/7/23
First Principle Advisory IRP consulting services February 2024 $50,000 Active Sagon Phior Social media creative services February 2024 $50,000 Active Posit Software Resource adequacy software January 2024 $15,745 Active Salesforce Tableau subscription January 2024 $6,499 Active Ironclad Contract management platform updates January 2024 $11,886 Active Jackson Lewis PC Legal services (employment law) January 2024 $65,000 Active Verve Cloud Internet service January 2024 $20,988 Active Wrike Project management software January 2024 $9,024 Active Ironclad Contract management platform January 2024 $41,750 Active Practising Law Institute Legal Continuing Education January 2024 $13,940 Active Pinnacle Advocacy
Renewal and amendment to lobbying
services agreement January 2024 $76,652 Active
Omni Government Relations
Renewal and amendment to lobbying
services agreement January 2024 $102,492 Active
SAESHE, Inc. Outreach support services January 2024 $25,500 Active Wellable Employee wellness platform January 2024 $10,975 Active Electric & Gas Industries Association
Battery storage incentive rebate
processing and program management January 2024 $110,000 Active
San Gabriel Valley COG Outreach & engagement services December 2023 $15,000 Active Spirit Media Video production services December 2023 $20,000 Active Intelligence Press Natural gas data subscription December 2023 $6,500 Active S&P Global
Economic & demographic data
subscription December 2023 $15,000 Active
Joanalyn Moyle Minute writing services December 2023 $15,000 Active Chapman and Cutler Legal services for prepay transaction November 2023 $40,000 Active Place and Page Graphic design services November 2023 $12,000 Active Jorgensen HR HR consulting services November 2023 $1,500 Active Language Line Translation services November 2023 $24,000 Active Energy Exemplar Additional license for forecasting software November 2023 $9,720 Active Cathleen Murillo Minute writing services November 2023 $15,000 Active Meltwater Media intelligence services November 2023 $22,000 Active Crown Castle Fiber LLC Office Dedicated Internet Access Service November 2023 $18,600 Active SAESHE, Inc. Event support for Street Teams October 2023 $7,800 Active Grand Tower LLC Storage space lease September 2023 $6,000 Active Windstream Services, LLC Office Telephone Service September 2023 $12,924 Active Sigma Computing Analytics platform September 2023 $35,612 Active Clean Power Alliance
Non-energy contracts executed under Chief Executive Officer authority Rolling 12 months -- Open contracts shown in Bold

Agenda Page 123
Vendor Purpose Month NTE Amount Status Notes
Clean Power Alliance
Non-energy contracts executed under Chief Executive Officer authority Rolling 12 months -- Open contracts shown in Bold
AiQueous, LLC Salesforce implementation August 2023 $7,375 Active Salesforce Stakeholder Relationship Management
application subscription August 2023 $15,300 Active Renewal Bloom Ads Media Buying July 2023 $50,000 Active
Nextgrid Strategies Staff Augmentation for 2023 Clean Energy RFO Evaluation and Contract Negotiations July 2023 $100,000 Completed Advance Dev. LLC Website Maintenance Services July 2023 $75,000 Active Workable Job applicant tracking system July 2023 $13,308 Active Lexis Nexis Legal Research Online Platform July 2023 $2,492 Active Hall Energy Law PC Energy Procurement Counsel July 2023 $125,000 Active Renewal Burke, Williams, Sorenson, LLP
Legal Services Agreement (Brown Act,
public entity governance issues and other
legal services)
July 2023 $100,000 Active Renewal
Elite Edge Financial reporting services July 2023 $93,600 Active Salesforce
Additional licenses for Stakeholder
Relationship Management application
subscription
July 2023 $714 Active
MBI Green Leader PR Campaign July 2023 $24,853 Active
Snowflake Inc.

Cloud-Native Elastic Data Warehouse
Service June 2023 $25,000 Active
Adobe Inc. AdobeSign Secure Electronic Signature
Service June 2023 $3,200 Active
Baker Tilly Financial audit services June 2023 $50,000 Active Renewal IHS Market Subscription for CAISO forecasts June 2023 $17,000 Active Renewal Fraser Marketing contract (final renewal) June 2023 ($83,297) Active 14% decrease to Board approved NTE upon renewal
Swanson Martin Bell Legal Services Agreement (general liability) May 2023 $75,000 Active LinkedIn Subscription for recruiting platform April 2023 $20,250 Active Lattice
Renewal for Performance management
software April 2023 $9,000 Active
Polsinelli, LLP
Legal Service Agreement (Employment,
Compliance, General Legal Support related
to Commercial Liability, Risk, and
Mitigation issues)
April 2023 $75,000 Active Renewal
Chapman & Cutler, LLP Legal Services (CPA's Credit Agreement) April 2023 $55,000 Active Renewal Davis Wright Tremaine Legal services (regulatory) March 2023 $125,000 Active Renewal SBCCOG Satellite Board meeting venue January 2023 $50/hr Active OpenPath New Office Keycard Access Control
System January 2021 $1,500 Active

Agenda Page 124

Clean Power Alliance Board of DirectorsApril 4, 2024

Clean Power Alliance Board of Directors
April 4, 2024