Receipt Scheduling Entity:
Delivery Point: ________________________
Effective Date(s) of Service of Receipt Scheduling Entity (full Months only):
________________, ______ to ________________, ______, if applicable Notice Information for Receipt Scheduling Entity:
Name: ______________________________
Attention: ______________________________
Address: ______________________________
______________________________
Telephone: ______________________________
Fax: ______________________________]
[If delivered by Royal Bank:
Delivery Scheduling Entity:
Delivery Point: ________________________
Effective Date(s) of Service of Delivery Scheduling Entity (full Months only):
________________, ______ to ________________, ______, if applicable Notice Information for Delivery Scheduling Entity:
Name: ______________________________
Attention: ______________________________
Address: ______________________________
______________________________
Agenda Page 543
G-11
Telephone: ______________________________
Fax: ______________________________]
Submitted by:
[Project Participant or Royal Bank]
By: _____________________________
Name: _____________________________
Title: _____________________________
Agenda Page 544
H-1
EXHIBIT H
PRICING AND OTHER TERMS
Administrative Fee: $[0.50/MWh]
Delivery Period: The period beginning at the beginning of the Day on [_________], 20[__] and ending at the end of the Day before [________], 20[__]; provided that the Delivery Period shall end immediately upon termination of the Prepaid Agreement pursuant to Article IX thereof or early termination of the Clean Energy Purchase Contract pursuant to Article XVI hereof.
Initial Reset Period: The period beginning at the beginning of the Day on [_________], 20[__] and ending at the end of the Day before [________], 20[__].
Minimum Discount: An Available Discount as determined under the Re-Pricing Agreement of $[___] per MWh.
Monthly Discount: For the Initial Reset Period, $[___] per MWh, and for each Reset Period thereafter, the amount per MWh determined by the Calculation Agent as defined in and pursuant to the Re-Pricing Agreement, exclusive of any Annual Refund.
Agenda Page 545
1 CLEAN ENERGY PROJECT OPERATIONAL SERVICES AGREEMENT
This Clean Energy Project Operational Services Agreement (this “Agreement”) is made and entered into as of [________], 2024, by and between California Community Choice Financing Authority (“CCCFA”) and Clean Power Alliance of Southern California (“CPA”) with respect to the Clean Energy Project (defined below). CCCFA and CPA may be referred to individually herein as a “Party” and collectively as the “Parties”.
W I T N E S S E T H:
WHEREAS, CPA is a “community choice aggregator” under the Public Utilities Code of the State of California, as amended; and
WHEREAS, CCCFA is a joint exercise of powers authority under and pursuant to the Joint Exercise of Powers Act, constituted as Chapter 5 of Division 7 of Title 1 of the California Government Code, being Section 6500 and following, as amended (the “Joint Powers Act”), and pursuant to the Joint Powers Act a Joint Powers Agreement by and among the Members of CCCFA named therein, including CPA (as the same may be amended or supplemented from time to time in accordance with its terms, the “Joint Powers Agreement”); and
WHEREAS, CCCFA’s purpose is to assist its Members, including CPA, by undertaking the financing or refinancing of energy prepayments that can be financed with tax advantaged bonds and other obligations on behalf of one or more of the Members by, among other things, issuing or incurring bonds and entering into related contracts with Members; and
WHEREAS, CCCFA and CPA are entering into a Clean Energy Purchase Contract, dated as of [________], 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Clean Energy Purchase Contract”), pursuant to which CCCFA has agreed to supply Energy to CPA under the terms set forth therein; and
WHEREAS, in order to provide such Energy to CPA under the Clean Energy Purchase Contract, CCCFA is entering into a Prepaid Energy Purchase and Sale Agreement, dated [_________], 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Prepaid Agreement”), between CCCFA, as buyer, and Royal Bank of Canada, a Canadian bank, as seller (the “Prepaid Seller”), under which it will make a prepayment to the Prepaid Seller for the purchase and delivery of such Energy; and
WHEREAS, the Issuer will finance the prepayment under the Prepaid Agreement and related costs by issuing its Clean Energy Project Revenue Bonds, Series 2024[__] (the “Bonds”) pursuant to a Trust Indenture, dated as of [_________], 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Trust Indenture”), between CCCFA and [__________], as trustee (together with any successor or replacement trustee under the Trust Indenture, the “Trustee”); and WHEREAS, the issuance of the Bonds by CCCFA and related undertakings of CCCFA under the Trust Indenture, the acquisition and sale of Energy and related undertakings of CCCFA under the Prepaid Agreement and the Clean Energy Purchase Contract, and the sale to CPA of such Energy and related undertakings of CPA under the Clean Energy Purchase Contract are referred to herein as the “Clean Energy Project”; and
Agenda Page 546
2 WHEREAS, the Parties are entering into this Agreement in order to provide for the administration of certain operational matters relating to the Clean Energy Project; NOW, THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section 1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Indenture, the Clean Energy Purchase Contract or the Prepaid Agreement, as applicable.
Section 2. Assignment Agreements. As contemplated by the Prepaid Agreement and the Clean Energy Purchase Contract, CPA will enter into the Initial Assignment Agreements and may from time to time enter into additional Assignment Agreements to provide for the assignment of Assigned Product for delivery to CCCFA under the Prepaid Agreement and to CPA under the Clean Energy Purchase Contract. With respect to any Assignment Agreement, the Parties acknowledge and agree as follows:
(a) as of the date of this Agreement, CPA has entered into the Initial Assignment Agreements specified in the Clean Energy Purchase Contract; (b) subject to the terms of the Clean Energy Purchase Contract, CPA may from time to time enter into additional Assignment Agreements with respect to all or a portion of the Base Energy specified in the Clean Energy Purchase Contract; and (c) CPA shall determine in its sole discretion when and if any Assignment Agreement is entered into (subject to the consent requirements of the Clean Energy Purchase Contract) or terminated (subject to the terms of the Clean Energy Purchase Contract) and the underlying power purchase agreement and portion of the Base Energy to which such Assignment Agreement relates.
Section 3. Scheduling and Delivery of Assigned Energy. Assigned Energy and any other Assigned Product delivered to CCCFA under the Prepaid Agreement shall be Scheduled by CPA for delivery to CCCFA under the Prepaid Agreement and for delivery to CPA under the Clean Energy Purchase Contract, and CCCFA shall have no responsibility for (a) any Scheduling or other operational requirements necessary for the delivery of Assigned Energy to CPA’s Assigned Delivery Point and the transfer of other Assigned Product to CPA, or (b) any accounting for under-deliveries or over-deliveries or other record-keeping requirements with respect to any Assigned Energy and other Assigned Product, all of which shall be the sole responsibility of CPA.
Section 4. Qualified Use; Remarketing of Base Energy. Any Base Energy required to be delivered by the Prepaid Seller are required to be remarketed by the Prepaid Seller pursuant to the Prepaid Agreement. CPA shall be responsible for any notices or other communications required from CCCFA in connection with such remarketing, as well communications required for the Scheduling and delivery of Base Energy under the communications protocol set forth in Exhibit F to the Prepaid Agreement and any other operational requirements related to the delivery and remarketing of Base Energy under the Prepaid Agreement. CPA will account for Base Energy subsequently remarketed, including accounting for any remediation of any such remarketing sales as may be required pursuant to the Qualifying Use Requirements and the terms of the Clean Energy Purchase Contract. CPA agrees to provide to CCCFA any information reasonably requested by it in order to comply with any reporting or record-keeping
Agenda Page 547
3 requirements related to such delivery and remarketing of Base Energy, including such information relating to compliance with the Qualifying Use Requirements, as may be required pursuant to the Prepaid Agreement or the Trust Indenture.
Section 5. Directions, Consents and Waivers. CCCFA may be requested or required from time to time to provide certain directions, consents, or waivers under the terms of the Prepaid Agreement, the Trust Indenture and the Re-pricing Agreement. Provided no event of default has occurred and is continuing with respect to CPA under the Clean Energy Purchase Contract, such direction, consent or waiver shall only be provided by CCCFA in accordance with written instructions provided by CPA.
Section 6. Re-pricing Information. CCCFA shall provide, or cause Prepaid Seller to provide, to CPA such information as is required to be provided by Prepaid Seller to CCCFA in accordance the Re-pricing Agreement at such times as are required under the Re-pricing Agreement. Provided no event of default has occurred and is continuing with respect to CPA under the Clean Energy Purchase Contract, any direction, consent or waiver requested or required to be provided by CCCFA under the Re-pricing Agreement shall only be provided by CCCFA in accordance with written instructions provided by CPA.
Section 7. Project Administration Fee; Reimbursement and Refund of Operating Expenses. (a) Under the Trust Indenture, Operating Expenses relating to the Clean Energy Project are to be paid from amounts deposited annually in the Administrative Fee Fund, which amount shall be equal to $[______] in the aggregate for each annual period ending on [________] 1 of each year (the “Administrative Fee”). If at any time the amount on deposit in the Administration Fee Fund is not sufficient to pay all such Operating Expenses as the same become due, CPA agrees to pay to the Trustee such amounts as are necessary to pay such Operating Expenses upon receipt of notice of the amount due from the Trustee or CCCFA.
(b) As soon as practicable following the end of each annual period referred to in paragraph (a), CCCFA agrees to reconcile the amounts received in respect of the Project Administration Fee for such annual period with the Operating Expenses paid or accrued for such period. In the event that, following each such reconciliation, it is determined that the amounts received in respect of the Project Administration Fee during the applicable annual period exceed Operating Expenses paid or accrued for such period, CCCFA will provide written notice thereof to CPA and include the amount of such excess in its Annual Refund to CPA under the Clean Energy Purchase Contract.
Section 8. Notices. Notices and other information to be provided by a Party to the other Party under this Agreement shall be provided in accordance with Article XVI of the Clean Energy Purchase Contract.
Section 9. Governing Law. This Agreement and the obligations of the Parties hereunder shall be governed by and determined in accordance with the laws of the State of California.
Section 10. Counterparts. This Agreement may be executed and acknowledged in multiple counterparts and by the Parties in separate counterparts, each of which shall be an original and all of which shall be and constitute one and the same instrument.
Agenda Page 548
4 IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.
CALIFORNIA COMMUNITY CHOICE FINANCING
AUTHORITY
By: ________________________________
Name: ______________________________
Title: _______________________________
CLEAN POWER ALLIANCE OF SOUTHERN
CALIFORNIA
By: ________________________________
Name: ______________________________
Title: _______________________________
Agenda Page 549
MEMORANDUM OF UNDERSTANDING (“MOU”)
Date: , 2024
To: Garth Salisbury
Treasurer/Controller
California Community Choice Financing Authority
[email protected]
(415) 464-6037
From: Clean Power Alliance
Re: California Community Choice Financing Authority Prepay Transaction on behalf of Clean Power Alliance
Overview
The California Community Choice Financing Agency (“CCCFA” or the “Issuer”) seeks to procure a 30-year supply of energy from Royal Bank of Canada, through the issuance of Clean Energy Project Revenue Bonds (the "Bonds") issued by CCCFA. CCCFA will sell all the Prepaid Energy acquired from this transaction to Clean Power Alliance of Southern California (the “Project Participant”).
Rating Agency Fees and Green Bond Opinion Fee
Rating Agency Fees and expenses (“Rating Agency Fees”) are paid from the proceeds of the Bonds. However, unlike most of the other fees associated with the issuance of the Bonds, payment of the Rating Agency Fees is not contingent upon the issuance of the Bonds.
In the event the Bonds are not issued, and there remains a Rating Agency Fee payable to Moody’s Investors Service (the “Rating Agency” or “Moody’s”), the Project Participant agrees that it will be liable for the costs and make direct payment to Moody’s for such fees.
In the event a Green Bond Second Opinion is obtained, and the Bonds are not issued, the fee payable to the Green Bond Second Opinion provider (the “Green Bond Fees”) shall be incurred by the Project Participant and in such event, to the extent the Green Bond Fees were already paid by CCCFA, the Project Participant agrees to reimburse CCCFA.
Agenda Page 550
Sincerely,
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
By:
David McNeil
Chief Financial Officer
ACCEPTED AND AGREED
CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY
By:
Garth Salisbury
Treasurer/Controller
Date: , 2024
Agenda Page 551
EXHIBIT L
FORM OF LIMITED ASSIGNMENT AGREEMENT
Agenda Page 552
[FORM OF ASSIGNMENT SCHEDULE]
[SELLER ENTITY]
[Assigned Product: Energy and Green Attributes (PCC1)
Assigned Delivery Point: [__]
Assigned Prepay Quantity: As set forth in Appendix 2; provided that (i) all Assigned Products shall be delivered pursuant to the Limited Assignment Agreement during the Assignment Period as provided in Appendix 1 and (ii) the Assigned Prepay Quantity is defined for the convenience of PPA Buyer and [Financing Party] and shall have no impact on the obligations of the Parties under the Limited Assignment Agreement.
APC Contract Price: $[__]/MWh
Assignment Period: [__]]
Agenda Page 553
ANNEX I – FORM OF LIMITED ASSIGNMENT AGREEMENT
This Limited Assignment Agreement (this “Assignment Agreement” or “Agreement”) is entered into as of [______________] by and among [PPA Seller], a [______________] (“PPA Seller”), Clean Power Alliance, a California joint powers authority (“PPA Buyer”), and Royal Bank of Canada (“Financing Party”), and relates to that certain power purchase agreement (as amended from time to time, the “PPA”) between PPA Buyer and PPA Seller as defined in Appendix 1 hereto. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Agreement have the meanings set forth in the PPA.
In consideration of the premises above and the mutual covenants and agreements herein set forth, PPA Seller, PPA Buyer and Financing Party (the “Parties” hereto; each is a “Party”) agree as follows:
1. Limited Assignment and Delegation.
(a) PPA Buyer hereby assigns, transfers, and conveys to Financing Party all right, title and interest in and to the rights of PPA Buyer under the PPA to receive delivery of[, or have made available to it,] the Assigned Products (as defined in Appendix 1) during the Assignment Period (as defined in Appendix 1), as such rights may be limited or further described in the “Further Information” section on Appendix 1 (the “Assigned Products Rights”). All Assigned Products shall be delivered pursuant to the terms and conditions of this Agreement during the Assignment Period as provided in Appendix 1. All other rights of PPA Buyer under the PPA are expressly reserved for PPA Buyer. (b) PPA Buyer hereby delegates to Financing Party the obligation to pay for all Assigned Products that are actually delivered to Financing Party pursuant to the Assigned Products Rights during the Assignment Period (the “Delivered Product Payment Obligation”
1 and together with the Assigned Products Rights, collectively the “Assigned Rights and Obligations”); provided that (i) all other obligations of PPA Buyer under the PPA are expressly retained by PPA Buyer and PPA Buyer shall be solely responsible for any amounts due to PPA Seller that are not directly related to Assigned Products; and (ii) the Parties acknowledge and agree that PPA Seller will only be obligated to deliver a single consolidated invoice during the Assignment Period (with a copy to Financing Party consistent with Section 1Error! Reference source not found. hereof). To the extent Financing Party fails to pay the Delivered Product Payment Obligation by the due date for payment set forth in the PPA, notwithstanding anything in this Agreement to the contrary, PPA Buyer agrees that it shall have the option to make such payment and that it will be an Event of Default pursuant to Section
11.1 of the PPA if PPA Buyer does not make such payment within five (5) Business Days of receiving notice of such non-payment from PPA Seller. (c) Financing Party hereby accepts and PPA Seller hereby consents and agrees to the assignment, transfer, conveyance, and delegation described in clauses (a) and (b) above. (d) All scheduling of Assigned Products and other communications related to the PPA shall take place between PPA Buyer and PPA Seller pursuant to the terms of the PPA; provided that during the Assignment Period (i) title to Assigned Products will pass from PPA Seller to Financing Party upon delivery [or making available] by PPA Seller at the Delivery Point of Assigned Products in accordance with the PPA; (ii) PPA Buyer is 1 Delivered Product Payment Obligation of Financing Party to be a floating price (index) payment obligation.
Those payments will be made into the custodial agreement, and full PPA payments (at the PPA fixed price) will be made by the custodian to the PPA Seller. RBC can provide text to work this mechanic into this document.
Agenda Page 554
hereby authorized by Financing Party and shall act as Financing Party’s agent with respect to scheduling Assigned Products; (iii) PPA Buyer will provide copies to Financing Party of any notice of a Force Majeure Event or Event of Default or default, breach or other occurrence that, if not cured within the applicable grace period, could result in an Event of Default contemporaneously upon delivery thereof to PPA Seller and promptly after receipt thereof from PPA Seller; (iv) PPA Seller will provide copies to Financing Party of annual forecasts of Energy and monthly forecasts of available capacity and Energy provided pursuant to Section 4.3 of the PPA; (v) PPA Seller will provide copies to Financing Party of all invoices and supporting data provided to PPA Buyer pursuant to Section 8.1 of the PPA, provided that any payment adjustments or subsequent reconciliations occurring after the date that is 10 days prior to the payment due date for a monthly invoice, including pursuant to Section 8.4 of the PPA, will be resolved solely between PPA Buyer and PPA Seller and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to Financing Party; and (v) PPA Buyer and PPA Seller, as applicable, will provide copies to Financing Party of any other information reasonably requested by Financing Party relating to Assigned Product.
(e) PPA Seller acknowledges that (i) Financing Party intends to immediately transfer title to any Assigned Products received from PPA Seller through one or more intermediaries such that all Assigned Products will be ultimately delivered to PPA Buyer; and (ii) in the event that PPA Buyer fails to pay the relevant intermediary entity for any such Assigned Products, the receivables owed by PPA Buyer for such Assigned Products (“PPA Buyer Receivables”) may be purchased by Financing Party. To the extent any such PPA Buyer Receivables are purchased by Financing Party, Financing Party may transfer such PPA Buyer Receivables to PPA Seller and apply the face amount thereof as a reduction to any Delivered Product Payment Obligation. Thereafter, PPA Seller shall be entitled to pursue collection on such PPA Buyer Receivables directly against PPA Buyer.
(f) [intentionally omitted]
(g) All payments due to PPA Seller in respect of the Delivered Product Payment Obligation will be paid (subject to Section 1(e) above) by Financing Party into the custodial account listed in Appendix 1, [and all payments due to PPA Buyer in respect of Section
3.3 of the PPA will be paid by PPA Seller into the custodial account listed in Appendix 1,]2 which custodial account is established under that certain Custodial Agreement of even date herewith that Financing Party, PPA Buyer and [Custodian] have entered into for the administration of payments due hereunder.
(h) [The Assigned Prepay Quantity set forth in Appendix 2 relates to obligations by and between Financing Party and PPA Buyer and has no impact on PPA Seller’s rights and obligations under the PPA.]3
(i) Except as expressly set forth in Section 1(a) of this Assignment Agreement with respect to the product delivery obligations, nothing in this Agreement modifies or amends any rights or obligations of PPA Buyer and PPA Seller under the PPA. 2 TBD based on review of PPA provisions.
3 Discuss mechanics as this form assigns all power delivered under the PPA to the Financing Party. If less than all power delivered under the PPA is to be assigned (and correspondingly if the Delivered Product Payment Obligation is to be for less than all power delivered under the PPA), additional text is necessary to achieve this.
RBC can provide such text as necessary.
Agenda Page 555
2. Assignment Early Termination.
(a) The Assignment Period may be terminated early upon the occurrence of any of the following:
(1) delivery of a written notice of termination specifying a termination date by either Financing Party or PPA Buyer to each of the other Parties; (2) delivery of a written notice of termination specifying a termination date by PPA Seller to each of Financing Party and PPA Buyer following Financing Party’s failure to pay when due any amounts owed to PPA Seller in respect of any Delivered Product Payment Obligation and such payment is not made by Financing Party or PPA Buyer within five (5) business days following receipt by Financing Party and PPA Buyer of written notice;
(3) delivery of a written notice by PPA Seller if any of the events described in the definition of Bankrupt in the PPA occurs with respect to Financing Party; or (4) delivery of a written notice by Financing Party if any of the events described in the definition of Bankrupt in the PPA occurs with respect to PPA Seller. (b) The Assignment Period will end at the end of last delivery hour on the date specified in the termination notice provided pursuant to Section 2(a)[, which date shall not be earlier than the end of the last day of the calendar month in which such notice is delivered if termination is pursuant to clause (a)(1) or (a)(2) above]4. All Assigned Rights and Obligations shall revert from Financing Party to PPA Buyer upon the expiration or early termination of the Assignment Period, provided that (i) Financing Party shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered [or made available] to Financing Party prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
(c) The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from Financing Party to PPA Buyer upon the expiration of or early termination of the PPA, provided that (i) Financing Party shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to Financing Party prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
3. Representations and Warranties.
(a) Copy of PPA. PPA Seller and PPA Buyer represent and warrant to Financing Party that a true, complete, and correct copy of the PPA is attached hereto as Appendix [4]. (b) No Default. The PPA Seller and the PPA Buyer represent and warrant to Financing Party that (i) the PPA is in full force and effect; (ii) no event or circumstance exists (or would exist with the passage of time or the giving of notice) that would give either of them 4 To be revised as necessary to line up timing with the prepaid documents.
Agenda Page 556
the right to terminate the PPA or suspend performance thereunder, and (iii) all of its obligations under the PPA required to be performed on or before the date hereof have been fulfilled. (c) Other. Each of PPA Buyer and PPA Seller represents and warrants to each other and to Financing Party that it has made no prior transfer (whether by way of security or otherwise) of any interest in the Assigned Rights and Obligations. (d) Additional Representations. Each Party represents to each of the other Parties:
i. Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing.
ii. Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance. iii. No Violation or Conflict. Such execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the incurrence by such Party of its obligations under this Agreement, will not result in any violation of, or conflict with: (i) any term of any material contract or agreement applicable to it; (ii) any of its charter, bylaws, or other constitutional documents; (iii) any determination or award of any arbitrator applicable to it; or (iv) any license, permit, franchise, judgment, writ, injunction or regulation, decree, order, charter, law, ordinance, rule or regulation of any Government Agency, applicable to it or any of its assets or properties or to any obligations incurred by it or by which it or any of its assets or properties or obligations are bound or affected, and shall not cause a breach of, or default under, any such term or result in the creation of any lien upon any of its properties or assets.
iv. Consents. All consents, approvals, orders or authorizations of, registrations, declarations, filings or giving of notice to, obtaining of any licenses or permits from, or taking of any other action with respect to, any Person or Government Agency that are required to have been obtained by such Party with respect to this Agreement and the transactions contemplated hereby, including the due authorization of such Party and its governing body and any approval or consent of any security holder of such Party or any holder (or any trustee for any holder) of any indebtedness or other obligation of such Party, have been obtained and are in full force and effect and all conditions of any such consents have been complied with. v. Obligations Binding. Its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
vi. Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or
Agenda Page 557
oral) of the other Parties as investment advice or as a recommendation to enter into this Agreement; it being understood that information and explanations related to the terms and conditions of this Agreement shall not be considered investment advice or a recommendation to enter into this Agreement. It is entering into this Agreement as a bona-fide, arm’s-length transaction involving the mutual exchange of consideration and, once executed by all Parties, considers this Agreement a legally enforceable contract. No communication (written or oral) received from any of the other Parties shall be deemed to be an assurance or guarantee as to the expected results of this Agreement.
vii. Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Agreement. It is also capable of assuming, and assumes, the risks of this Agreement. viii. Status of Parties. None of the other Parties is acting as a fiduciary for or an adviser to it in respect of this Agreement.
4. Notices. Any notice, demand, statement, invoice or request required or authorized by this Assignment Agreement to be given by one Party to another Party shall be delivered in accordance with Article 9 [and the cover sheet] of the PPA and to the addresses of each of PPA Seller and PPA Buyer specified in the PPA. PPA Buyer agrees to notify Financing Party of any updates to such notice information, including any updates provided by PPA Seller to PPA Buyer. Notices to Financing Party shall be provided to the following address, as such address may be updated by Financing Party from time to time by notice to the other Parties:
Financing Party
_____________
_____________
Email: _____________
5. Miscellaneous. [Section 13.2 (Buyer’s Representations and Warranties), Article 18 (Confidential Information), Sections 19.5 (Severability), 19.7 (Counterparts), 19.2 (Amendments), 19.4 (No Agency, Partnership, Joint Venture or Lease), 19.6 (Mobile-Sierra),
19.8 (Electronic Delivery), 19.9 (Binding Effect) and 19.10 (No Recourse to Members of Buyer) of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein.]5
6. U.S. Resolution Stay Provisions. The Parties hereby confirm that they are adherents to the ISDA 2018 U.S. Resolution Stay Protocol (“ISDA U.S. Stay Protocol”), the terms of the ISDA U.S. Stay Protocol are incorporated into and form a part of this Agreement, and for the purposes of such incorporation, (i) Financing Party shall be deemed to be a Regulated Entity, (ii) each of PPA Buyer and PPA Seller shall be deemed to be an Adhering Party, and (iii) this Agreement shall be deemed a Protocol Covered Agreement. In the event of any inconsistencies between this Agreement and the ISDA U.S. Stay Protocol, the ISDA U.S. Stay Protocol will prevail.
7. Forward Contract. The Parties acknowledge and agree that this Agreement constitutes a “forward contract” and that the Parties shall constitute “forward contract merchants” within the meaning of the United States Bankruptcy Code. 5 Subject to review of those provisions of the PPA.
Agenda Page 558
8. Costs and Expenses. The Parties will each pay their own costs and expenses (including legal fees) incurred in connection with this Agreement and as a result of the negotiation, preparation, and execution of this Agreement.
9. Governing Law, Jurisdiction, Waiver of Jury Trial.
(a) Governing Law. This Assignment Agreement and the rights and duties of the parties under this Assignment Agreement will be governed by and construed, enforced and performed in accordance with the laws of the State of California, without reference to any conflicts of law provisions that would direct the application of another jurisdiction’s laws.
(b) Jurisdiction. Each party submits to the exclusive jurisdiction of the federal courts of the United States of America for the Southern District of California sitting in the city and county of Los Angeles.
(c) Waiver of Right to Trial by Jury. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this assignment agreement.
[Remainder of Page Intentionally Blank]
Agenda Page 559
IN WITNESS WHEREOF, the Parties have executed this Assignment Agreement effective as of the date first set forth above.
[PPA SELLER]
By:
Name:
Title:
CLEAN POWER ALLIANCE
By:
Name:
Title:
ROYAL BANK OF CANADA
By:
Name:
Title:
Execution and delivery of the foregoing Assignment Agreement is hereby approved.
CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY
By:
Name:
Title:
Agenda Page 560
8 Appendix 1
Certain Information and Definitions
PPA: “PPA” means that certain Power Purchase and Sale Agreement dated [____], by and between Clean Power Alliance and [____], a [____] limited liability company, as amended from time to time.
“Assignment Period” means the period beginning on [___________] and extending until [___________][the last hour of the last day of the Delivery Term (as defined in the PPA)], provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 hereof and (ii) the end of the Delivery Term under the PPA; provided that applicable provisions of this Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obligations or responsibilities of the Parties arising prior to the termination.
Assigned Products: “Assigned Products” includes (i) [Energy] and (ii) [Green Attributes] (including PCC1 RECs); [and (iii) all rights and products and attributes associated with the maximum dependable operating capability of the Storage Facility to be charged with, store and discharge electric energy; provided, however, that the following are expressly excluded from the Assigned Products and any and all rights and obligations with respect to the following shall remain with PPA Buyer: Ancillary Services; Capacity Attributes; Resource Adequacy Benefits; Discharging Energy; the right to provide Charging Notices and Discharging Notices or otherwise to charge, discharge or schedule the Storage Facility or the Storage Product; and obligations to supply Charging Energy in accordance with the PPA.]6
Further Information: PPA Seller shall continue to transfer the WREGIS Certificates associated with all Renewable Energy Credits corresponding to all Metered Energy under the PPA pursuant to Section [4.7] of the PPA, provided that the transferee of such WREGIS Certificates may be changed from time to time in accordance with the written instructions of both Financing Party and PPA Buyer upon twenty (20) Business Days’ notice, which change shall be effective as of the first day of the next calendar month, unless otherwise agreed. All Assigned Products delivered by PPA Seller to Financing Party shall be a sale made at wholesale, with Financing Party reselling all such Assigned Product.
Custodial Account: [include details on the custodian and the custodial account] 6 Include clause (iii) if PPA includes storage.
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9 Appendix 2
Assigned Prepay Quantity
[NOTE: To be set forth in a monthly volume schedule.]
[See note above regarding mechanics of specifying volumes if less than 100% of power to be delivered under the PPA]
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1 [Appendix 3
Form of Financing Party Parent Guaranty]
Agenda Page 563
Appendix 4
Copy of PPA
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CUSTODIAL AGREEMENT
This CUSTODIAL AGREEMENT (the “PPA Custodial Agreement”) is entered into this [__] day of [_________], 20[__], by and among [PROJECT PARTICIPANT], a California joint powers authority (“Project Participant”), Royal Bank of Canada, a chartered bank under the laws of Canada (“Royal Bank”), [California Community Choice Financing Authority, a California joint powers authority (the “Issuer”)]1, and [CUSTODIAN], a [___________] (the “Custodian” and together with Project Participant, Royal Bank and Issuer, the “Parties”).
RECITALS:
WHEREAS, Royal Bank and Issuer are entering into that certain Prepaid Energy Purchase and Sale Agreement, dated [_________], 20[__] (the “Prepaid Agreement”); and WHEREAS, in order to finance the prepayment amount under the Prepaid Agreement and certain other costs, the Issuer is issuing the Series [___] Bonds (as defined in the Prepaid Agreement) pursuant to the Trust Indenture, dated as of [_________], 20[__] (the “Bond Indenture”) between Issuer and [__________], in its capacity as trustee under the Bond Indenture (the “Trustee”); and
WHEREAS, in connection with the execution of the Prepaid Agreement, Issuer and Project Participant are entering into a Clean Energy Purchase Contract, dated [_________], 20[__] (the “Clean Energy Purchase Contract” and together with the Prepaid Agreement, the “Clean Energy Prepay Agreements”); and
WHEREAS, prior to the commencement of deliveries under the Clean Energy Prepay Agreements, Royal Bank, Issuer and Project Participant will enter into Assignment Agreements (the “Assignment Agreements”, which definition shall include any new Assignment Agreement identified by Royal Bank’s delivery of an updated Exhibit A consistent with Section 3(c)) with the sellers under certain power purchase agreements (each, individually, a “Assigned PPA Counterparty” and collectively the “Assigned PPA Counterparties”, and which definitions shall include any new Assigned PPA Counterparty identified by Royal Bank’s delivery of an updated Exhibit A consistent with Section 3(c)), pursuant to which Project Participant will partially assign its rights and obligations under the Assigned PPAs (as defined in the Clean Energy Purchase Contract) to Royal Bank; and
WHEREAS, the Parties propose to enter into this PPA Custodial Agreement in order to administer payments to be received by the Assigned PPA Counterparties under the Assigned PPAs.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
Section 1. Defined Terms.
1 Discuss
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2 (a) Any capitalized term used herein and not otherwise defined herein (including in the recitals) shall have the meaning assigned to such term in the Clean Energy Purchase Contract. The following additional terms, when used in this Agreement (including the preamble or recitals to this Agreement) and identified by the capitalization of the first letter thereof, have the respective meanings set forth below, unless the context otherwise requires:
“Assignment Period” has the meaning specified in Exhibit A, as may be updated from time to time consistent with the terms hereof.
“Assigned Product Price” has the meaning specified on Exhibit A, as may be updated from time to time consistent with the terms hereof. “Billing Statement” means each Billing Statement required to be delivered by Royal Bank under Section 13.01(b) of the Prepaid Agreement to each of the parties hereunder. “Delivered Product Payment Amount” means, in respect of each PPA Monthly Statement, an amount equal to the lesser of (a) the Monthly Reference Quantity under the relevant Assigned PPA for such Month multiplied by the Assigned Product Price for such Assigned PPA, and (b) the actual Assigned Delivered Quantity reflected in such Monthly PPA Invoice multiplied by the Assigned Product Price, minus the face amount of any Receivable (as defined in the Prepaid Agreement) as to which Royal Bank has notified the Custodian that it intends to transfer such Receivable to the PPA Seller in accordance with Section 4(e); provided that, notwithstanding the foregoing or anything to the contrary herein, there shall be no Delivered Product Payment Amount with respect to any Assigned PAYGO Quantities or Monthly Excess Quantities. “Issuer Negative Pricing Payment Amount” means the positive difference, if any, for any Month of an Assignment Period between (a) amounts due from Issuer to Project Participant under Section 4.2(a) of the Clean Energy Purchase Contract with respect to negatively priced Energy and (b) amounts due from Project Participant to Issuer under Section 4.2(a) of the Clean Energy Purchase Contract with respect to positively priced Energy. For the avoidance of doubt, if (a) less (b) is zero or less than zero, the Issuer Negative Pricing Payment Amount is zero. “Monthly Gross Amount” means, in respect of each PPA Monthly Statement, an amount equal to the total net amount due to the applicable PPA Seller in respect of such PPA Monthly Statement and shall consist of the following components: [(a) the Delivered Product Payment Amount and (b) the Retained Payment Amount (if such amount is a positive number for such Month).]2
“PPA Custodial Agreement Payment Date” means the last Business Day preceding the PPA Monthly Statement Payment Date.
2 If the index prices are high and DPPA exceeds amount owing under the PPA thereby creating a negative Retained Payment Amount, then shouldn’t Monthly Gross Amount then just mean the total amount due under the PPA (i.e., if component (b) is not included b/c Retained Amount is negative, then only component is DPPA which could be larger than amount due under the PPA).
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3 “PPA Monthly Statement” means the monthly consolidated invoice prepared and sent by the PPA Seller and delivered to Royal Bank and Project Participant consistent with the terms of the applicable Assignment Agreement.
“PPA Monthly Statement Payment Date” means the last Business Day on which payment with respect to a PPA Monthly Statement may be made before any [incremental] interest arises thereon or any default or breach arises under the Assigned PPA. “Provisional Payment” has the meaning specified in the Prepaid Agreement. “Retained Payment Amount” means, in respect of each PPA Monthly Statement, an amount equal to (a) [the greater of (i)] all amounts owed to the applicable PPA Seller for such Month [and (ii) an amount equal to (A) the quantity of Assigned Product delivered under such Assigned PPA in such Month multiplied by (B) the Assigned Product Price for such Assigned PPA,]3 less (b) the sum of the Delivered Product Payment Amount and the Royal Bank Settlement Amount, if any; provided that, to the extent the Retained Payment Amount is negative in any Month, then the absolute value of such amount shall represent an amount to be paid by the Custodian to Project Participant pursuant to Section 4(c)(ii) hereof; provided furthermore that all amounts due with respect to Assigned PAYGO Quantities for any Contract Year and any Monthly Excess Quantities shall be Project Participant’s sole responsibility as a portion of the Retained Payment Amount.
“Royal Bank” means Royal Bank of Canada, a chartered bank under the laws of Canada, in its capacity as the limited assignee under the applicable Assignment Agreement. “Royal Bank Payment Date” means the payment due date for amounts due from Royal Bank to Issuer under the Prepaid Agreement as set forth in Section 13.02(a) thereof. “Royal Bank Settlement Amount” means, in respect of any PPA Monthly Statement that (a) is delivered after the delivery of the Billing Statement under the Clean Energy Purchase Contract for such Month and (b) reflects that the Assigned Delivered Quantity was less than the Monthly Reference Quantity delivered in such Month under the relevant Assigned PPA, an amount equal to the product of (x) the Monthly Reference Quantity for such Month minus the Assigned Delivered Quantity under the Assigned PPA in such Month, multiplied by the Day-Ahead Average Price; provided that, notwithstanding the foregoing or anything to the contrary herein, there shall be no Royal Bank Settlement Amount with respect to any Assigned PAYGO Quantities. (b) Except where expressly provided otherwise, any reference herein to any agreement or document includes all amendments, supplements or restatements to and of such agreement or document as may occur from time to time in accordance with its terms and the terms hereof, and any reference to a party to any such agreement includes all successors and assigns of such party thereunder permitted by the terms hereof and thereof.
Section 2. Appointment of Custodian. Project Participant and Royal Bank hereby appoint [___________] as Custodian under this Agreement, with such rights and obligations as 3 Discuss greater or formulation.
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4 are specifically set forth herein. The Custodian hereby accepts such appointment under the terms and conditions set forth herein.
Section 3. Payment Instructions to Custodian; Assigned PPA Exhibits. (a) No later than [seven] days following Project Participant’s receipt of a PPA Monthly Statement from a PPA Seller, Project Participant shall deliver a statement to the other Parties hereto listing the following: the Delivered Product Payment Amount, the Retained Payment Amount, the Monthly Gross Amount, the PPA Monthly Statement Payment Date, the PPA Custodial Agreement Payment Date, the Royal Bank Settlement Amount, if any, the Monthly Excess Quantities, if any, the Assigned PAYGO Quantities, if any, and any Issuer Negative Pricing Payment Amount, if any, for such Month (such notice from the Project Participant, the “Project Participant Monthly Statement”), as determined, in each case, based on the relevant PPA Monthly Statement for such Month.
(b) Royal Bank shall notify Project Participant and each other Party promptly following Project Participant’s delivery of a Project Participant Monthly Statement if Royal Bank believes any information included on such PPA Monthly Statement is incorrect. Following receipt and verification of the information included in any such notice from Royal Bank, Project Participant shall, to the extent appropriate and in consultation with Royal Bank, issue a corrected PPA Monthly Statement to all Parties.
(c) Exhibit A to this Agreement sets forth certain information regarding the Assigned PPAs as of the date hereof, including the Assignment Periods and Assigned Product Prices for each Assigned PPA, the PPA Sellers thereunder and the payment instructions for payments to the PPA Sellers. Royal Bank shall deliver an updated Exhibit A to each of the other Parties hereto to reflect any changes to the information set forth therein, including due to the expiration, extension or termination of an Assignment Period or the commencement of a new Assignment Period.
Section 4. Assigned PPA Payments Account.
(a) Custodial Account. With respect to payments required to be made by Royal Bank and Project Participant to the PPA Sellers under the Assigned PPAs, there is hereby established with the Custodian at its office located at [____________] the following custodial account: a payments account designated as the “[____]”, bearing Custodian’s Account No. [____] (the “Assigned PPA Payments Account”) and all payments made by Royal Bank and Project Participant hereunder (other than any Provisional Payment) shall be wired to such Assigned PPA Payments Account:
[Custodian]
ABA# [_________]
Account Number: [____]
Account Name: [____]
ATT: [____]
(b) Royal Bank and Project Participant Monthly Payments.
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5 (i) Royal Bank shall make payment of the Delivered Product Payment Amount and any Royal Bank Settlement Amount into the Assigned PPA Payments Account on the PPA Custodial Agreement Payment Date for each Month of any Assignment Period; provided that, to the extent that (i) the Delivered Product Payment Amount and any Royal Bank Settlement Amount are due and (ii) Royal Bank pays some portion of such amounts but less than the total amount due, Royal Bank’s partial payment shall be applied first to the Delivered Product Payment Obligation.
(ii) For each Month of any Assignment Period for which the Retained Payment Amount is a positive number, Project Participant shall make payment of such amount into the Assigned PPA Payments Account on the PPA Custodial Agreement Payment Date. For each Month of any Assignment Period for which the Retained Payment Amount is a negative number, Project Participant shall have no payment obligation for such Month with respect to the Retained Payment Amount and the Custodian will pay the absolute value of such amount to Project Participant consistent with Section 4(c)(ii). (iii) For each Month, if any, of an Assignment Period for which there is an Issuer Negative Pricing Payment Amount, Project Participant shall make payment of such amount into the Assigned PPA Payments Account on the PPA Custodial Agreement Payment Date; provided that, notwithstanding the foregoing, Project Participant shall have no payment obligation hereunder with respect to an Issuer Negative Pricing Payment Amount to the extent that Royal Bank receives such amount from the PPA Seller pursuant to the terms of the applicable Assignment Agreement.
(c) Transfers by Custodian.
(i) For any Month in an Assignment Period for which the Retained Payment Amount is a positive number, the Custodian shall withdraw the amounts on deposit in the Assigned PPA Payments Account to make payment of the Monthly Gross Amount on the PPA Monthly Statement Payment Date by a single wire transfer to the applicable PPA Seller of the amounts received from each of Royal Bank and Project Participant. (ii) For any Month in an Assignment Period for which the Retained Payment Amount is a negative number, the Custodian shall withdraw amounts on deposit in the Assigned PPA Payments Account (A) first to make payment of the Monthly Gross Amount to the applicable PPA Seller in respect of each PPA Monthly Statement on the relevant PPA Monthly Statement Payment Date pursuant to the payment instructions set forth on Exhibit A; and (B) immediately thereafter to make payment of the absolute value of such Retained Payment Amount to Project Participant pursuant to the payment instructions set forth on Exhibit B. If the amounts on deposit in the Assigned PPA Payments Account are insufficient to pay the entirety of the amounts referred to in the foregoing clauses (A) and (B), the Custodian shall apply the amounts available in the order specified in the preceding sentence.
(iii) For any Month in an Assignment Period for which an Issuer Negative Pricing Payment Amount is due from Project Participant, the Custodian shall, after application of amounts on deposit in the Assigned PPA Payments Account pursuant to
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6 clause (i) or (ii) above, as applicable, withdraw amounts on deposit in the Assigned PPA Payments Account to make payment of the Issuer Negative Pricing Payment Amount to Royal Bank.
(d) Amounts deposited in the Assigned PPA Payments Account shall be held in trust for the benefit of Project Participant until applied as set forth in Section 4(c) and Section 14, as applicable, and there is hereby granted to Project Participant a lien on and security interest in the Assigned PPA Payments Account pending such application. Except for any amounts due and payable to Project Participant pursuant to Section 4(c)(ii), the Custodian shall not be required to comply with any orders, demands, or other instructions from Project Participant with respect to the Assigned PPA Payments Account, including, without limitation, items presented for payment, or any order or instruction directing the disposition of funds or other assets held in or credited to the Assigned PPA Payments Account, and Project Participant agrees that, except as set forth in Section 4(c)(ii), prior to the termination of this Agreement in accordance with the terms hereof, it shall have no right to direct the disposition of funds or other assets held in or credited to the Assigned PPA Payments Account, or to withdraw or otherwise obtain funds or other assets held in or credited to the Assigned PPA Payments Account, whether by order or instruction to the Custodian or otherwise.
(e) With respect to each PPA Monthly Statement, to the extent Royal Bank has purchased Receivables (as defined in the Prepaid Agreement) for amounts owed by Project Participant for the Month to which such PPA Monthly Statement relates, Royal Bank may, at its option, (i) notify the Custodian that it intends to transfer all or any portion of such Receivables to the PPA Seller, and (ii) reduce the Delivered Product Payment Amount by the face amount of such Receivables to be transferred. To the extent Royal Bank has notified the Custodian of its intent to transfer any such Receivables, Royal Bank shall cause such Receivables to be transferred to the PPA Seller not later than the relevant PPA Monthly Statement Payment Date.
Section 5. Provisional Payments Account.
(a) Custodial Account. With respect to Provisional Payments required to be made by Royal Bank to Issuer under the Prepaid Agreement as reflected in the Billing Statement (as defined in the Prepaid Agreement), there is hereby established with the Custodian at its office located at [_____________], the following custodial account: a payments account designated as the “[____]”, bearing Custodian’s Account No. [____] (the “Provisional Payments Account”) and all Provisional Payments made by Royal Bank shall be wired to such Provisional Payments Account:
[Custodian]
ABA# [________]
Account Number: [____]
Account Name: [____]
ATT: [____]
(b) Royal Bank and Project Participant Monthly Payments. For each Month of the Delivery Period, Royal Bank shall make payment of the Provisional Payment, if any, due under the Prepaid Agreement for such Month into the Provisional Payments Account on or before the
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7 Royal Bank Payment Date for each Month of the Delivery Period. The Parties acknowledge and agree that any Provisional Payment due shall be reflected in the Billing Statement. (c) Transfers by Custodian; Segregation and Application of Discount Dollars. (i) Upon receipt of any Provisional Payment under Section 5(b), the Custodian shall promptly (x) withdraw the portion of such Provisional Payment that represents the Net Participant Price (as defined in Exhibit C of the Prepaid Agreement) that would otherwise be payable by Project Participant to Issuer with respect thereto under the Clean Energy Purchase Contract, as reflected in the Billing Statement, and (y) transfer such amount to Issuer’s Revenue Fund under and as defined in the Bond Indenture. (ii) The portion of any Provisional Payment in excess of the Net Participant Price (such portion, the “Discount Dollars”) shall be segregated by the Custodian and applied as set forth below:
(A) [to the extent that (I) there is a positive balance of Discount Dollars being held by the Custodian and (II) any Project Participant Monthly Statement reflects that Monthly Excess Quantities were delivered under an Assigned PPA for any given Month, the Custodian shall withdraw an amount equal to the Monthly Discount per MWh of Monthly Excess Quantities on the relevant PPA Monthly Statement Payment Date and transfer such amount to Project Participant pursuant to the payment instructions set forth for payments to Project Participant on Exhibit B]4; and
(B) Royal Bank shall notify the Custodian and each of the other Parties hereto if [less than] the Annual Quantity is delivered for any Contract Year, and, promptly following receipt of any such notice, the Custodian shall transfer any remaining Discount Dollars to the Trustee for deposit in Remarketing Reserve Fund under and as defined in the Bond Indenture.
Section 6. Custodian. The Custodian shall have (a) no liability under any agreement other than this Agreement and (b) no duty to inquire as to the provisions of any agreement other than this Agreement and the Assigned PPAs. The Custodian may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder in accordance with the terms hereof and believed by it to be genuine and to have been signed or presented by the proper Party or Parties. The Custodian shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Custodian shall have no duty to solicit any payments which may be due to it, or to take any action to compel Royal Bank or Project Participant to make the deposits required under Section 4. The Custodian shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Custodian’s gross negligence or willful misconduct was the primary cause of any loss to any other Party hereto. In connection with the execution of any of its powers or the performance of any of its duties hereunder, the Custodian may consult with counsel, accountants and other skilled persons 4 Should this be limited to the Annual Quantity in a year? I.e., once hit Annual Quantities, the discount is not paid to the Project Participant for Monthly Excess Quantities?
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8 selected and retained by it. The Custodian shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons, provided the Custodian exercised due care and good faith in the selection of such person. The permissive rights of the Custodian to take actions enumerated under this Agreement shall not be construed as duties. In the event that the Custodian shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any Party hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other Parties hereto or by a final order or judgment of a court of competent jurisdiction. The Custodian may interplead all of the assets held hereunder into a court of competent jurisdiction or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or non-action based on such declaratory judgment. Anything in this Agreement to the contrary notwithstanding, in no event shall the Custodian be liable for special, indirect, incidental or consequential damages, losses or penalties of any kind whatsoever (including but not limited to lost profits), regardless of the form of action. The Custodian shall be responsible only for funds actually received by it for deposit into the Assigned PPA Payments Account, and the Custodian shall not be obliged to advance or risk its own funds to make any payments required hereunder. The Custodian shall have only those duties expressly set forth in this Agreement and no implied duties shall be read into this Agreement against the Custodian. The Parties hereto acknowledge and agree that the Custodian is not a fiduciary by virtue of accepting and carrying out its obligations under this Agreement and has not accepted any fiduciary duties, responsibilities or liabilities with respect to its services hereunder.
Section 7. Succession. The Custodian may resign and be discharged from its duties or obligations hereunder by giving not less than 30 days’ advance notice in writing of such resignation to the other Parties hereto specifying a date when such resignation shall take effect; and such resignation shall take effect upon the day specified in such notice unless a successor shall not have been appointed by the other Parties hereto on such date, in which event such resignation shall not take effect until a successor is appointed. The other Parties hereto shall use their commercially reasonable efforts to make such appointment in a timely fashion, provided that any custodian appointed in succession to the Custodian shall be a bank or trust company organized under the laws of any state or a national banking association and shall have capital stock, surplus and undivided earnings aggregating at least $50,000,000 and shall be a bank with trust powers or trust company willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Agreement. Any corporation or association into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all of the Custodian’s corporate trust line of business may be transferred, shall be the Custodian under this Agreement without further act. Notwithstanding the foregoing, if no appointment of a successor Custodian shall be made pursuant to the foregoing provisions of this Section 7 within 30 days after the Custodian has given written notice to the other Parties of its resignation as provided in this Section 7, the Custodian may, in its sole discretion, apply to any court of competent jurisdiction to appoint a successor Custodian. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Custodian.
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9 Section 8. Fees. Royal Bank agrees to pay the Custodian reasonable compensation for the services to be rendered hereunder, which compensation shall be $[____] for each year that this Agreement is in effect. The parties hereto acknowledge that this provision shall survive the resignation or removal of the Custodian or the termination of this Agreement.
Section 9. Reimbursement. The Issuer, Royal Bank and Project Participant agree, jointly and severally (subject to the second proviso of this Section 9), to reimburse the Custodian and its directors, officers, agents and employees for any and all loss, liability or expense (including the fees and expenses of in-house or outside counsel and experts and their staffs and all expense of document location, duplication and shipment) arising out of or in connection with (a) its acting as the Custodian under this Agreement, except to the extent that such loss, liability or expense is finally adjudicated to have been caused primarily by the gross negligence or willful misconduct of the Custodian or such director, officer, agent or employee seeking reimbursement, or (b) its following any instructions or other directions from Royal Bank or Project Participant, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof; provided, however, that any amounts due under this Section 9 shall not duplicate any other amounts due under this Agreement, including without limitation amounts due under Section 15 hereof; provided further, however, that, notwithstanding the joint and several nature of the obligations under this Section 9, any amounts due under clause (b) of this sentence resulting from instructions or directions that are not expressly provided for in this Agreement and are given to the Custodian by only one Party shall be the sole obligation of such Party. The Parties hereto acknowledge that this provision shall survive the resignation or removal of the Custodian or the termination of this Agreement.
Section 10. Taxpayer Identification Numbers; Tax Matters. Royal Bank and Project Participant represent that their correct taxpayer identification numbers assigned by the Internal Revenue Service or any other taxing authority is set forth on the signature page hereof. Any tax returns or reports required to be prepared and filed in connection with the Assigned PPA Payments Account will be prepared and filed by Project Participant, and the Custodian shall have no responsibility for the preparation and/or filing of any tax return with respect to any income earned on the Assigned PPA Payments Account. In addition, any tax or other payments required to be made pursuant to such tax return or filing shall be paid by Project Participant. The Custodian shall have no responsibility for making such payment unless directed to do so by the appropriate authorized Party.
Section 11. Notices.
(a) Any notice, demand, statement or request required or authorized by this Agreement to be given by one Party to another Party shall be in writing and shall either be sent by email transmission, courier, or personal delivery (including overnight delivery service) to each of the notice recipients and addresses specified in Exhibit B for the receiving Party. Any such notice, demand, or request shall be deemed to be given (i) when delivered by email transmission, or (ii) when actually received if delivered by courier or personal delivery (including overnight delivery service); provided that, if a Party delivers a notice, demand or request by any means other than email transmission, such notice shall not be effective unless and until the Party also delivers a copy thereof to the other Parties’ email address specified in Exhibit B. Each Party shall have the right, upon 10 days’ prior written notice to the other Parties, to change its list of notice recipients
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10 and addresses in Exhibit B. The Parties may mutually agree in writing at any time to deliver notices, demands or requests through alternate or additional methods, such as electronic mail.
Notwithstanding the foregoing, any Party may at any time notify the others that any notice, demand, statement or request to it must be provided by email transmissions for a specified period of time or until further notice, and any communications delivered by means other than email transmission during the specified period of time shall be ineffective. (b) Exhibit A shall include each PPA Seller’s notice and payment information as set forth in the Assigned PPAs, and Royal Bank and Project Participant promptly shall cause such information to be updated to the extent there are any changes to such information under the Assigned PPAs.
Section 12. Miscellaneous.
(a) The provisions of this Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by all of the Parties hereto. (b) Neither this Agreement nor any right or interest hereunder may be assigned in whole or in part by any Party, except as provided in Section 7, without the prior written consent of the other Parties.
(c) THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED, AND
PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLE THAT WOULD DIRECT THE APPLICATION OF THE LAWS ANOTHER JURISDICTION; PROVIDED, HOWEVER,
THAT THE AUTHORITY OF PROJECT PARTICIPANT TO ENTER INTO AND PERFORM
ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
(d) EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION ON
THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS
AND IRREVOCABLY CONSENTS TO SERVICE OF PROCESS BY MAIL OR IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW AND CONSENTS TO THE
EXCLUSIVE JURISDICTION OF (A) THE COURTS OF THE STATE OF NEW YORK
LOCATED IN THE BOROUGH OF MANHATTAN, (B) THE FEDERAL COURTS OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK OR (C)
THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA IN ANY OTHER STATE. THE PARTIES FURTHER HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY
WITH RESPECT TO ANY LAWSUIT OR JUDICIAL PROCEEDING ARISING OR RELATING TO THIS AGREEMENT.
(e) No Party to this Agreement shall be liable to any other Party hereto for losses due to, or if it is unable to perform its obligations under the terms of this Agreement because of, acts of God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, or other causes reasonably beyond its control; provided that a Party affected by any such event shall exercise commercially reasonable efforts to resume performance as quickly as possible.
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11 (f) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the Parties to this Agreement may be transmitted by facsimile or by digital pdf transmission, and such facsimile or pdf will, for all purposes, be deemed to be the original signature of such Party whose signature it reproduces, and will be binding upon such Party. (g) The Custodian shall not be under any obligation to invest or pay interest on amounts held in the Assigned PPA Payments Account from time to time. (h) Issuer shall have only such duties under this Agreement as are expressly set forth herein as duties on its part to be performed, and no implied duties shall be read into this Agreement against Issuer.
Section 13. Compliance with Court Orders. In the event that any amount held by the Custodian hereunder shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court affecting the property deposited under this Agreement, the Custodian is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing are binding upon it, whether with or without jurisdiction, and in the event that the Custodian obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding that such writ, order or decree may be subsequently reversed, modified, annulled, set aside or vacated.
Section 14. Term; Winding Up. This Agreement will expire concurrently with the receipt of written notice from Project Participant, with a copy to the other Parties, that the Clean Energy Purchase Contract has terminated in accordance with its terms. Following the Custodian’s payment of any Monthly Gross Amount due in respect of the final Month of power deliveries prior to such a termination, any remaining balance in the Assigned PPA Payments Account shall be paid to Project Participant.
Section 15. Indemnification. The Issuer, Royal Bank and Project Participant, jointly and severally, agree to protect, indemnify, defend and hold harmless, the Custodian, and affiliates, and each person who controls the Custodian (and each of their respective directors, officers, agents and employees) from and against all claims, losses, liabilities, actions, suits, costs, judgments and expenses (including court costs and reasonable attorneys’ fees) arising from its acting as Custodian hereunder (including, for the avoidance of doubt, any costs, expenses and reasonable attorneys’ fees incurred in enforcing any payment obligation of an indemnifying Party), except for any claim, damage or loss resulting from the gross negligence or willful misconduct of the Custodian; provided, however, that any amounts due under this Section 15 shall not duplicate any other amounts due under this Agreement, including without limitation amounts due under Section 9 hereof. The obligations of this Section 15 shall survive any resignation or removal of the Custodian and the termination of this Agreement. In addition, notwithstanding anything herein to the contrary, the Custodian and Issuer shall have all of the rights (including the indemnification rights), benefits, privileges and immunities under this Agreement as are granted to Issuer under the Bond Indenture, all of which are incorporated, mutatis mutandis, into this Agreement.
Agenda Page 575
12 Section 16. Patriot Act. The Issuer, Royal Bank and Project Participant acknowledge that the Custodian is subject to federal laws, including the Customer Identification Program (“CIP”) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which the Custodian must obtain, verify and record information that allows the Custodian to identify Royal Bank and Project Participant. Accordingly, prior to opening the Assigned PPA Payments Account described in Section 4 of this Agreement, the Custodian will ask the Issuer, Royal Bank and Project Participant to provide certain information including but not limited to name, physical address, tax identification number and other information that will help the Custodian identify and verify the Issuer, Royal Bank and Project Participant’s identities, such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. The Issuer, Royal Bank and Project Participant agree that the Custodian cannot open any account hereunder unless and until the Custodian verifies the Issuer’s, Royal Bank’s and Project Participant’s identities in accordance with its CIP.
Section 17. Limitation of Liability. Notwithstanding anything to the contrary herein, all obligations of the Issuer under this Agreement, including without limitation all obligations to make payments of any kind whatsoever, are special, limited obligations of the Issuer, payable solely from the Trust Estate (as such term is defined in the Bond Indenture) as and to the extent provided in the Bond Indenture, including with respect to Operating Expenses (as such term is defined in the Bond Indenture). The Issuer shall not be required to advance any moneys derived from any source other than the Revenues (as such term is defined in the Bond Indenture) and other assets pledged under the Bond Indenture for any of the purposes in this Agreement mentioned.
Neither the faith and credit of the Issuer nor the taxing power of the State of California or any political subdivision thereof is pledged to payments pursuant to this Agreement. The Issuer shall not be directly, indirectly, contingently or otherwise liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reasons of or in connection with this Agreement, except solely to the extent Revenues (as such term is defined in the Bond Indenture) are received for the payment thereof and may be applied therefor pursuant to the terms of the Bond Indenture.
[Signature Pages Follow]
Agenda Page 576
Signature Page to PPA Custodial Agreement
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the date first written above.
[PROJECT PARTICIPANT]
By:___________________________________
Name: _____________________________
Title: ______________________________
Taxpayer ID Number:_________________
ROYAL BANK OF CANADA
By:___________________________________
Name: _____________________________
Title: ______________________________
Taxpayer ID Number: _________________
By:___________________________________
Name: _____________________________
Title: ______________________________
[CUSTODIAN]
By:___________________________________
Name: _____________________________
Title: ______________________________
CALIFORNIA COMMUNITY CHOICE
FINANCING AUTHORITY
By:___________________________________
Name: _____________________________
Title: ______________________________
Taxpayer ID Number:_________________
Agenda Page 577
Signature Page to PPA Custodial Agreement
EXHIBIT A
ASSIGNED PPAS
1. [Name of Power Purchase and Sale Agreement], dated [------------], by and between [Project Participant], as PPA Buyer and [Project Co], as PPA Seller • Assigned Product Price: [--------------]
• Assignment Period: [--------------]
• Payment Instructions for Payments to PPA Seller:
[--------------]
Agenda Page 578
Signature Page to PPA Custodial Agreement
EXHIBIT B
NOTICE AND PAYMENT INFORMATION
Agenda Page 579
Management Report
To:
From:
Subject:
Date:
Board of Directors
Ted Bardacke, Chief Executive Officer
Management Report
July 11, 2024
CPA Board Retreat Recap
On June 21, CPA held a Board Retreat, with 24 Board members representing 21 member agencies attending. The retreat included study sessions, a lunchtime speaker on transportation electrification, and a ceremony recognizing the incoming 2024-2026 CPA Executive Committee. Key outcomes from the retreat include:
• Greater understanding by Board members of the CPA customer and community programs that are most beneficial and applicable to their jurisdictions. • Updated guidance from Board members on key considerations staff should keep in mind if and when they engage with prospective new cities that may want to join CPA.
• Generated a list of new ideas for CPA to consider working on or implementing in the areas of Energy Supply, Rate Design, New Business Opportunities, Transportation Electrification, and Marketing.
A full summary of the retreat will be distributed over the summer.
Member Agency Web Portal
CPA is now offering access to a Web Portal specifically designed for Board members, member agency staff, and the Community Advisory Committee. Password protected, this portal contains customized information about CPA activities and service in each member agency, quick links to frequently requested information (meeting calendar, agendas, contact information for regional government affairs, etc.) and descriptions of each of CPA’s programs along with their marketing materials. Access instructions and passwords were distributed to Board members and member agency staff on June 27. If you need Agenda Page 580
Board of Directors Management Report
assistance with accessing the portal, please contact Gina Goodhill, Senior Director, Government Affairs.
Governor Signs CPA-sponsored AB 1852
On June 26, Governor Newsom signed CPA’s sponsored bill, AB 1852, into law. Authored by Assemblywoman Blanca Pacheco, this bill permits CPA to continue its policy of allowing alternate board members who are not elected officials to participate in closed session meetings when the primary board member is not available. This authority was first granted to CPA in 2019 through SB 355 (Portantino) and will sunset in January 2025.
AB 1852 extends this permission for another five years, with a new sunset date of 2030.
The extension of this law ensures that CPA can maintain continuity in its Board operations, ensures that all member agencies have the ability to be updated on and participate in the full range of CPA activities, and contributes significantly to CPA’s ability to conduct business in a timely manner and govern operations effectively.
CPA Awarded “Great Place to Work” Certification
On June 10, CPA was officially certified as a Great Place to Work. This designation was awarded based on an anonymous 62 question survey of all CPA staff that measures five dimensions of a high-trust company culture. Three of the dimensions are connected to the actions of leaders and building trust: credibility, respect, and fairness. The other two dimensions measure the workplace experience of employees in relation to their colleagues and the wider organization: pride and a sense of belonging. Using those five dimensions, 89% of CPA staff indicated that CPA was a great place to work.
Great Place to Work certification will help CPA continue to attract and retain high performing staff, as it is a highly sought after designation on key recruiting platforms that CPA uses, such as LinkedIn and Workable. You can learn more at CPA’s Great Place to Work certification page.
Monthly Financial Performance
In April 2024 CPA recorded an operating gain of $33.0 million, $3.6 million less than the budgeted operating gain of $36.8 million. Both energy revenues and energy costs were lower than expected due to cooler than forecasted weather and CPA continues to benefit
Agenda Page 581
Board of Directors Management Report
from operating expenses that are lower than budgeted, 27% less than budget for April and 25% under budget for the first 10 months of the year. For Year-To-Date (10 months) CPA has contributed $153.3 million to its net position, 24% below budget. The monthly financial dashboard for April is included as Attachment 1.
Customer Participation Rate and Opt Actions
As of June 26, 2024, CPA’s overall participation rate was 93%, unchanged from the previous month. CPA had 1,041,999 active customers on this date, down 197 customers from the previous month/ Opt-out levels for the month – 395 accounts through the fourth week of June – continued to decline from previous months as new enrollment activities in Hermosa Beach, Monrovia and Santa Paula have substantially been completed. New accounts (“move-ins”) were higher than closed accounts (“move-outs”) by 25 customers in June. 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 continued to decline in June as CPA wraps up the vast majority of customer enrollments in the three new communities that began service in March of 2024. Through June 24, CPA received 1,768 calls in the month compared to 2,481 calls in May and an average of 3,302 calls per month in the previous quarter. Call center performance continued to be strong with 97% of calls answered within 45 seconds, unchanged from the previous month and an average wait time of 7 seconds, up from 6 seconds in the previous month.
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. Monthly Financial Dashboard
2. Participation Rates by Jurisdiction
3. Non-Energy Contracts Executed under CEO’s Authority
Agenda Page 582
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
Apr
2024
Financial Dashboard
Note: Numbers may not sum up due to rounding.
Active Accounts
1,041,285
Participation Rate
93.1%
YTD Sales Volume
8,892 GWh
Apr Volume
762 GWh
Agr/Oth Com-Lg
23%
Com-Sm
31%
Res
45%
In April 2024, CPA recorded an operating gain of $33 million, 10% or $3.8 million less than the budgeted operating gain of $36.8 million.
April 2024 revenues were $101.2 million or 8% lower than FY 2023/24 budget resulting largely from cooler than normal weather. The April cost of energy was $64.4 million or 5% lower than the FY 2023/24 budget. For the year-to-date CPA recorded operating income of $153.3 million, 24% or $47.7 million below budget of $200.9 million. CPA’s year to date financial results were negatively impacted by abnormal weather for much of the first half of the FY 2023/24 and an increase in the 2023 Market Price Benchmark promulgated by CPUC in early October 2023 which increased certain renewable energy costs. Operating costs were 24% below budget for the year to date due to lower than budgeted spending on general and administrative expenses, customer programs and other services, and the non-utilization of contingencies.
As of April 30th, 2024, CPA had unrestricted cash, cash equivalents, and investments of $406.7 million, and $159.853 million available in its bank line of credit representing 166 Days Liquidity on Hand.
CPA is financially sound and in compliance with its bank and other credit covenants.
Agenda Page 583
Preferred Energy Option Participation %
100% Green 93.0%
Clean 94.3%
Lean 91.9%
Total 93.1%
OVERALL CUSTOMER STATUS REPORT
PARTICIPATION BY CITY AND COUNTY
June 26, 2024
Preferred Energy Option Active Accounts Participation % Lean % Clean % 100% Green % Agoura Hills 100% Green 8,038 89.7% 2.9% 0.4% 96.8%
Alhambra 100% Green 34,115 95.3% 1.8% 0.7% 97.5%
Arcadia Lean 22,640 95.2% 99.8% 0.1% 0.2%
Beverly Hills 100% Green 18,622 97.3% 2.0% 0.1% 97.9%
Calabasas 100% Green 9,635 93.6% 2.8% 0.3% 96.9%
Camarillo 100% Green 28,563 89.8% 1.7% 0.1% 98.2%
Carson Clean 29,475 95.9% 1.5% 98.3% 0.3%
Claremont 100% Green 12,690 91.1% 3.1% 0.3% 96.7%
Culver City 100% Green 19,187 94.9% 4.1% 1.2% 94.7%
Downey Clean 36,844 95.0% 1.6% 98.2% 0.1%
Hawaiian Gardens Clean 3,640 95.3% 1.2% 98.5% 0.3%
Hawthorne 100% Green 28,468 97.2% 0.8% 1.4% 97.9%
Hermosa Beach 100% Green 9,688 93.9% 2.5% 0.5% 97.0%
Los Angeles County 100% Green 299,744 94.6% 2.2% 30.4% 67.5% Malibu 100% Green 7,009 95.1% 3.1% 0.4% 96.5%
Manhattan Beach 100% Green 15,353 95.5% 3.0% 0.2% 96.8% Monrovia 100% Green 15,285 92.4% 2.8% 0.4% 96.8%
Moorpark Clean 11,422 85.7% 3.1% 96.3% 0.6%
Ojai 100% Green 3,496 89.2% 6.3% 1.1% 92.6%
Oxnard 100% Green 55,728 92.8% 4.0% 0.9% 95.1%
Paramount Clean 15,780 96.7% 0.3% 97.9% 1.8%
Redondo Beach 100% Green 33,274 96.0% 2.3% 0.1% 97.6%
Rolling Hills Estates 100% Green 3,523 91.9% 8.0% 1.7% 90.4% Santa Monica 100% Green 55,129 94.6% 3.4% 0.8% 95.8%
Santa Paula 100% Green 8,746 92.4% 1.9% 0.2% 97.9%
Sierra Madre 100% Green 4,941 91.8% 5.7% 1.6% 92.8%
Simi Valley Lean 43,344 89.5% 99.6% 0.1% 0.3%
South Pasadena 100% Green 11,606 94.9% 3.9% 0.7% 95.4%
Temple City Lean 12,660 95.6% 99.8% 0.1% 0.2%
Thousand Oaks 100% Green 44,469 83.6% 8.0% 1.5% 90.5%
Ventura 100% Green 44,329 88.9% 4.8% 1.5% 93.7%
Ventura County 100% Green 32,961 84.8% 6.7% 1.2% 92.2%
West Hollywood 100% Green 26,500 97.0% 2.5% 0.4% 97.1%
Westlake Village Lean 3,735 88.4% 99.4% 0.1% 0.5%
Whittier Clean 31,360 94.0% 1.9% 97.9% 0.2%
Total 1,041,999 93.1%
Energy Option Active Accounts Participation %
100% Green 710,557 68.2%
Clean 221,202 21.2%
Lean 110,240 10.6%
Total 1,041,999 100.0%
OVERALL PARTICIPATION BY ENERGY OPTION
Agenda Page 584
Vendor Purpose Month NTE Amount Status Notes
SAESHE, Inc. Street teams support services Jun-24 $60,000 Active Snowflake Data cloud services Jun-24 $25,000 Active
Lazar Translating & Interpreting Translation services Jun-24 $50,000 Active Great Place to Work Institute Staff survey & certification platform May-24 $3,495 Active Abbot, Stringham & Lynch Power Source Disclosure audit services Apr-24 $56,400 Active Adapt2
Settlements Software PSA amendment
(updating payment dates only) Apr-24 $0 Active
Langan GIS services (end date extension only) Mar-24 $0 Active Viridis Consulting Customer Programs support services Feb-24 $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 Feb-24 $50,000 Active Sagon Phior Social media creative services Feb-24 $50,000 Closed Posit Software Resource adequacy software Jan-24 $15,745 Active Salesforce Tableau subscription Jan-24 $6,499 Active
Ironclad
Contract management platform
updates Jan-24 $11,886 Active
Jackson Lewis PC Legal services (employment law) Jan-24 $65,000 Active Verve Cloud Internet service Jan-24 $20,988 Active
Wrike Project management software Jan-24 $9,024 Active
Ironclad Contract management platform Jan-24 $41,750 Active Practising Law Institute Legal continuing education Jan-24 $13,940 Active Pinnacle Advocacy
Renewal and amendment to lobbying
services agreement Jan-24 $76,652 Active
Omni Government Relations
Renewal and amendment to lobbying
services agreement Jan-24 $102,492 Active
SAESHE, Inc. Outreach support services Jan-24 $25,500 Closed Wellable Employee wellness platform Jan-24 $10,975 Active Electric & Gas Industries
Association
Battery storage incentive rebate
processing and program management Jan-24 $110,000
Active
San Gabriel Valley COG Outreach & engagement services Dec-23 $15,000 Active Spirit Media Video production services Dec-23 $20,000 Closed Intelligence Press Natural gas data subscription Dec-23 $6,500 Active S&P Global
Economic & demographic data
subscription Dec-23 $15,000 Active
Joanalyn Moyle Minute writing services Dec-23 $15,000 Active Chapman and Cutler Legal services for prepay transaction Nov-23 $40,000 Active Place and Page Graphic design services Nov-23 $12,000 Closed Jorgensen HR HR consulting services Nov-23 $1,500 Active Language Line Translation services Nov-23 $24,000 Closed Energy Exemplar Additional license for forecasting
software
Nov-23 $9,720 Active
Cathleen Murillo Minute writing services Nov-23 $15,000 Active Meltwater Media intelligence services Nov-23 $22,000 Active Crown Castle Fiber LLC
Office dedicated internet access
service
Nov-23 $18,600 Active
SAESHE, Inc. Event support for Street Teams Oct-23 $7,800 Closed Grand Tower LLC Storage space lease Sep-23 $6,000 Active Windstream Services, LLC Office telephone service Sep-23 $12,924 Active Sigma Computing Analytics platform Sep-23 $35,612 Active AiQueous, LLC Salesforce implementation Aug-23 $7,375 Closed Non-Energy Contracts Executed Under Chief Executive Officer Authority Rolling 12 months. Open contracts shown in bold.
Agenda Page 585
Salesforce Stakeholder relationship management
application subscription Aug-23 $15,300
Active
Renewal
Workable Job applicant tracking system Jul-23 $13,308 Active Lexis Nexis Legal research online platform Jul-23 $2,492 Active Hall Energy Law PC Energy procurement counsel Jul-23 $125,000 Active Renewal Burke, Williams, Sorenson, LLP
Legal Services Agreement (Brown Act,
public entity governance issues, and
other legal services)
Jul-23 $100,000 Active Renewal
Elite Edge Financial reporting services Jul-23 $93,600 Active Salesforce
Additional licenses for stakeholder
relationship management application
subscription
Jul-23 $714 Active
SBCCOG Satellite Board meeting venue Jan-23 $50/hr Active OpenPath New office keycard access control
system
Jan-21 $1,500 Active
Agenda Page 586