Agenda packet — Clean Power Alliance Board of Directors, September 5, 2024 (part 1 of 2)

Board of Directors of the
Clean Power Alliance of Southern California
Regular Meeting
Thursday, September 5, 2024
2:00 p.m.

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

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

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

Agenda Page 1
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ACCESSIBILITY: Meetings are accessible to people with disabilities. Individuals who need special assistance or a disability-related modification or accommodation to participate in this meeting, or who have a disability and wish to request an alternative format for the meeting materials, should contact the Clerk of the Board at least two (2) working days before the meeting at [email protected] or (213) 713- 5995. Notification in advance of the meeting, while not required, will enable us to make reasonable arrangements to ensure accessibility to this meeting and the materials related to it.

CALL TO ORDER AND PLEDGE OF ALLEGIANCE

ROLL CALL

GENERAL PUBLIC COMMENT

CONSENT AGENDA

1. Approve Minutes from the June 21, 2024 Board of Directors Special Meeting

2. Approve Minutes from the July 11, 2024 Board of Directors Regular Meeting

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

4. Approve and Authorize the Chief Executive Officer to Execute a Professional Services Agreement with Arup US Inc. for Consulting Engineering Services for the Power Ready Programs with a Total Not-to-Exceed Amount of $974,770 for a Two-Year Initial Term with the Option to Renew for Two Successive One Year Terms for a Maximum of Two Additional Years

5. Adopt Resolution 24-09-072 to Approve Amendments to the Records Retention Policy No. 2019-11

6. Adopt Resolution 24-09-073 Authorizing an Increase of the $1,500,000,000 Single Transaction Limitation of Aggregate Principal Amount of Clean Energy Project Revenue Bonds to $1,524,280,000 and a Related Amendment of the Clean Energy Purchase Contract entered into in Connection with the August 2024 Energy Prepayment Transaction

7. Receive and File Calendar Year Q2 Risk Management Team Report

8. Receive and File Calendar Year Q3 Communications Report

9. Receive and File Calendar Year Q3 Member Agency Program Report

10.Receive and File Annual Electricity Usage by Jurisdiction

11.Receive and File Bill Positions July 2024 Monthly Report

12.Receive and File Monthly Community Advisory Committee Report Agenda Page 2

REGULAR AGENDA
Action Items

13.Adopt Resolution No. 24-09-074 Approving the Amended Power Share Community Solar Tariff and Power Share Tariff and Approve Proposed Power Share Auto-Enrollment Criteria

14.Approve and Authorize the Chief Executive Officer to Execute a Professional Services Agreement with ev.energy to Develop and Implement a Managed Electric Vehicle Charging Program for CPA Residential Customers for a One Year Initial Term with Successive One Year Terms, with a Three-Year Total Not-to-Exceed Amount of $1,734,091

15.Approve a Support Position on Proposition 4 – the Safe Drinking Water, Wildlife Presentation, Drought Preparedness and Clean Air Bond Act of 2024, as Supported by the Legislative & Regulatory Committee

COMMITTEE CHAIR UPDATES
Director Cedric Hicks, Chair, Legislative & Regulatory Committee Director Susan Santangelo, Chair, Finance Committee
Director Robert Parkhurst, Chair, Energy Planning & Resources Committee

MANAGEMENT REPORT

BOARD MEMBER COMMENTS

REPORT FROM THE CHAIR
ADJOURN – NEXT REGULAR MEETING OCTOBER 10, 2024
Public Records: Public records that relate to any item on the open session agenda for a regular Board Meeting are available for public inspection. Those records that are distributed less than 72 hours prior to the meeting are available for public inspection at the same time they are distributed to all, or a majority of, the members of the Board. Public records are available for inspection at CPA’s Office at 801 S. Grand Ave., Suite 400, Los Angeles, CA 90017, or online at www.cleanpoweralliance.org/agendas.

Agenda Page 3
Commonly Used Acronyms
BESS Battery Energy Storage System
CAC Community Advisory Committee
CAISO California Independent System Operator
CALCCA California Community Choice Association
CalEVIP California Electric Vehicle Incentive Program
CARB California Air Resources Board
CARE California Alternate Rates for Energy (Low Income Discount Rate) CCA Community Choice Aggregation
CEC California Energy Commission
CPUC California Public Utilities Commission
DA Direct Access (Private Retail Energy Supplier)
DAC Disadvantaged Community (As Defined by Calenviroscreen 3.0) DER Distributed Energy Resources
DR Demand Response
ERMP Energy Risk Management Policy
ERRA Energy Resource Recovery Account (SCE Generation Rate Setting)
ESA Energy Storage Agreement
EVSE Electric Vehicle Supply Equipment (EV Charger)
FERA Family Electric Rate Assistance (Low Income Discount Rate) GHG Greenhouse Gas
IOU Investor Owned Utility
IRP Integrated Resource Plan
JPA Joint Powers Authority
Agenda Page 4
Commonly Used Acronyms
Kwh Kilowatt-Hour (A Measure of Energy Used in A One-Hour Period) Kw Kilowatt = 1,000 Watts (Watt = A Measure of Instantaneous Power) LSE Load Serving Entity
MB Medical Baseline (Discount Rate for Medical Equipment Needs) MW Megawatt = 1,000 Kilowatts
Mwh Megawatt-Hour = 1,000 Kilowatt-Hours
NEM Net Energy Metering (Usually for Customers with Solar) OAT Other Applicable Tariffs
PCIA Power Charge Indifference Adjustment (Can Be Called “Exit Fee”) PCC1 Renewable Energy Generated Inside California
PCC2 Renewable Energy Generated Outside California
PCC3 A REC from A Renewable Resource, Delivered Without Energy PCL Power Content Label
POU Publicly Owned or Municipal Utility
PPA Power Purchase Agreement
PSPS Public Safety Power Shutoff
PV Photovoltaic (Solar) Panels
RA Resource Adequacy
REC Renewable Energy Credit
RPS Renewables Portfolio Standard
T&D Transmission and Distribution
TOU Time Of Use (Used to Refer to Rates that Differ by Time Of Day) WECC Western Electricity Coordinating Council
Agenda Page 5
Staff Report – Agenda Item 1
To: Board of Directors
Subject: Approve Minutes from the June 21, 2024 Board of Directors Special Meeting
Date: September 5, 2024

RECOMMENDATION
Approve.

ATTACHMENT

1. Minutes

Agenda Page 6
Board of Directors Item 1

MINUTES
Board of Directors of the
Clean Power Alliance of Southern California
Special Meeting
Friday, June 21, 2024 9:00 a.m.

USC University Club
705 W 34th St King Stoops Hall
Los Angeles, CA 90089
I. ROLL CALL & OPENING REMARKS
Chair Klein Lopez and Ted Bardacke, provided opening remarks. Gabriela Monzon, Clerk of the Board, conducted roll call.

Roll Call
1 Agoura Hills Deborah Klein Lopez Chair Present
2 Alhambra Absent
3 Arcadia Absent
4 Beverly Hills Julian Gold Director Present
5 Calabasas Ed Albrecht Director Present
6 Camarillo Susan Santangelo Director Present
7 Carson
Cedric Hicks
Reata Kulcsar
Director
Alternate
Present
8 Claremont Absent
9 Culver City Joe Susca Alternate Present
10 Downey Absent
11 Hawaiian Gardens Absent
12 Hawthorne Alex Monteiro Director Present
13 Hermosa Beach Doug Krauss Alternate Present
14 Los Angeles County Rita Kampalath Alternate Present
15 Malibu Marianne Riggins Director Present
16 Manhattan Beach Absent
17 Monrovia Edward Belden Director Present
18 Moorpark Absent
19 Ojai Michelle Ellison Alternate Present

Agenda Page 7
Board of Directors Item 1
20 Oxnard Kathleen Mallory Alternate Present
21 Paramount Absent
22 Redondo Beach Absent
23 Rolling Hills Estates
Debby Stegura
Steve Zuckerman
Director
Alternate
Present
24 Santa Monica Pam O’Connor Alternate Present
25 Santa Paula
Jenny Crosswhite
Andy Sobel
Director
Alternate
Present
26 Sierra Madre Robert Parkhurst Director Present
27 Simi Valley Rocky Rhodes Director Present
28 South Pasadena Absent
29 Temple City Absent
30 Thousand Oaks David Newman Director Present
31 City of Ventura Absent
32 Ventura County Vianey Lopez Vice Chair Present
33 West Hollywood Chelsea Byers Alternate Present
34 Westlake Village Absent
35 Whittier Absent
All votes are unanimous unless otherwise stated.

II. GENERAL PUBLIC COMMENT
Jeff Bush provided public comment.

III. Study Session 1: CPA’s Customer and Community Programs Gina Goodhill, Senior Director, Government Affairs, provided Directors with an overview of CPA’s customer and community programs and a summary fact sheet describing the programs. Directors discussed existing programs and new program developments with CPA Program Managers, including:

1. Customer Solar Programs (Sun Storage, Power Share, Solar for Renters/MF Buildings

2. Backup Power for Municipal Facilities (Power Ready)

3. Load Management (Power Response, Managed EV Charging)

4. Building Electrification (Energy Advisor, Building Electrification Reach Codes)

5. Local Government Sustainability Project Funding (Energized Communities)

6. Low Income Efficient Air Conditioning Incentive
III. Study Session 2: CPA Expansion: Considerations and Priorities

Agenda Page 8
Board of Directors Item 1
In this study session, Directors discussed CPA expansion mechanics and the current state of CPA expansion activities and priorities. Directors divided into four groups, with each group discussing one of the key issues.

Topic #1: Supply of Renewable Energy and Resource Adequacy Discussion Summary
Directors discussed various priorities related to the supply of renewable energy and RA and focused on strategies to balance costs while increasing the percentage of long-term contracts. Ideas discussed included focusing on battery storage and other flexible storage type technologies, considering ownership of renewable energy and storage resources, and having variation in contract lengths, including shorter terms, instead of the traditional 20-year contract.

Topic #2: Rate Competitiveness/Financial Outlook
Discussion Summary
Directors indicated that the decision to add new member agencies will have to made on a case-by-case basis, taking into consideration factors including but not limited to the competitive environment, outlook for renewable energy markets, and expected financial impacts to existing CPA customers.

Directors discussed the reasons not to set a firm policy on rates for new member communities but arrived at a general consensus on the following principles:
• Residential and small business customers in new member communities should be offered at least one rate option for which the total bill will be at a discount to SCE.

Even if, or especially if, the community chooses 100% Green Power as its preferred energy option, having a lower-cost offering was a crucial element in building elected leaders’ support for joining CPA, marketing CPA to new customers, and retaining customers after enrollment.
• Board members were not in support of moving to an approach of setting CPA generation rates at the same levels across communities regardless of the communities’ PCIA vintage. Instead, residential and small business customers in new and existing communities should be provided with the same total bill comparisons regardless of PCIA vintage, provided that the financial impact to CPA is small. This approach simplifies CPA communications as communities are deliberating about joining CPA and as they select their community’s preferred energy option
Topic #3: Governance
Discussion Summary
Directors noted that one of the foundational principles that made CPA attractive was that all member agencies have an equal seat at the table and this principle should be maintained. Directors thought there was no current need to revisit the Board structure.

Directors also discussed the current committee structure and explored the idea of granting the Executive Committee additional authority to vote on emergency-related items (i.e., critical decisions where a delay in voting would disrupt key organizational functions), similar to COVID-19 provisions.

Agenda Page 9
Board of Directors Item 1
Directors discussed how the CPA Board can develop new leadership and avoid any negative consequences of excessive turnover. Directors requested that staff conduct periodic trainings for new Directors beyond the individual orientations conducted by the CEO and Clerk of the Board.

Topic #4: New Member Criteria
Discussion Summary
Directors acknowledged the challenge of providing renewable energy for new communities and noted that the level of effort required to enroll the new cities while supporting existing member agencies was significant and should be well resourced before expanding CPA’s membership. There was a strong sentiment to pause expansion until Phase 7 customers (to be enrolled in October 2025) are settled in to give staff the capacity to focus on serving the existing cities. Directors discussed adding cities adjacent to others already receiving CPA service, and considering cities that have climate and/or sustainability commitments. While formal climate plans may not be a requirement, there was consensus on considering climate and sustainability criteria to ensure the new cities are aligned with CPA’s mission and will be active participants in CPA programs.

Directors discussed re-engaging with cities in nine months to be able to onboard new communities for service in 2027. Directors also expressed a general desire not to turn away interested communities.

IV. Study Session 3: Big Ideas, New Strategies, The Next Big Thing Karen Schmidt, Senior Director, Rates and Strategy, provided a presentation summarizing staff-level brainstorming sessions that generated new ideas for CPA in the areas of Energy Supply, Rate Design, New Business Opportunities, Transportation Electrification, and Marketing. Directors then added to and built upon these ideas during round table discussions. A synopsis of each discussion is provided below.

1. Energy Supply
Directors expressed interest in getting all CPA rate products and/or communities to 100% renewable power by 2030 or 2035 (ahead of the 2045 state mandate). They also expressed interest in integrating mobile battery storage from vehicles and investing in more energy sources closer to our customers. There was discussion around nuclear power – ranging from “completely eliminate nuclear” from CPA’s energy sources (including that potentially contained in “unspecified” sources), to CPA owning its own “clean nuclear generation plant”.

2. New Business Opportunities
Directors expressed a high level of interest overall in pursuing new business opportunities, particularly in CPA owning its own generation and/or EV infrastructure projects. Other ideas included building and controlling its own billing system; developing an EV battery recycling business; and establishing or funding a research organization to patent new clean energy technologies.

3. Innovative Marketing
Directors supported making the CPA brand a household name, with strategies such as a customer raffle for “free electricity for life”, a CPA podcast, marketing partnerships, and Spanish-language and other non-English-language radio ads and

Agenda Page 10
Board of Directors Item 1
content. Directors expressed particularly strong interest in the idea of a mobile clean energy demonstration and education truck.

4. Transportation Electrification
Directors were supportive of conversion of gas station infrastructure to EV charging in partnership with EV charging companies. Other ideas included providing discounts for EV charging near multifamily housing, free EV charging during off peak hours, and incentive rates for EV Uber/Lyft drivers; providing financing or rebates for customer EV purchases; providing municipal or mobile EV chargers for each member agency; and supporting electrification of public transit.

5. Experimental Rate Design
Directors supported staff interest in exploring new rates aimed at incentivizing load shifting and providing customized rate products for large commercial customers (e.g., a 24/7 renewable product).

6. Wild Cards
“Wild card” ideas included: expanding CPA’s presence and influence regionally, nationally and internationally as a model for effective climate solutions; expanding CPA’s programs, incentives and partnerships beyond electricity (e.g., partnering with water agencies to develop a whole-house climate resilience retrofit program); and lobbying for state/federal funding for discounted energy to CCAs versus large corporations that are competing for direct purchase of renewable resources.

V. ADJOURN

Agenda Page 11
Staff Report – Agenda Item 2
To: Board of Directors
Subject: Approve Minutes from the July 11, 2024 Board of Directors Meeting
Date: September 5, 2024

RECOMMENDATION
Approve.

ATTACHMENT

1. Minutes

Agenda Page 12
Board of Directors Item 2

MINUTES
Board of Directors of the
Clean Power Alliance of Southern California
Regular Meeting
Thursday, July 11, 2024, 2:00 p.m.

Meeting videos are available on CPA's YouTube Channel.
http://www.youtube.com/@CPApublicmeetings
Board members participated from the following locations:

Calabasas City Hall
Council Conference Room
100 Civic Center Way
Calabasas, CA 91301
Clean Power Alliance
Diana Mahmud Board Room
801 S. Grand Ave., Suite 400
Los Angeles, CA 90017
Whittier City Hall
Admin Conference Room
13230 Penn Street
Whittier, CA 90602
Ventura County Government Center
Point Mugu Conference Room, 4th Floor
Hall of Administration
800 South Victoria Avenue
Ventura, CA 93009
South Bay Cities Council of Governments
Conference Room
2355 Crenshaw Blvd., Suite 125
Torrance, CA 90501

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

PLEDGE OF ALLEGIANCE
Director Parkhurst led the pledge of allegiance.

Roll Call
1 Agoura Hills Deborah Klein Lopez Chair Present
2 Alhambra Jeff Maloney Director Present
3 Arcadia Michael Cao Director Present
4 Beverly Hills Julian Gold Director Present
5 Calabasas Ed Albrecht Director Remote
6 Camarillo Susan Santangelo Director Remote
7 Carson Reata Kulcsar Alternate Remote
8 Claremont Corey Calaycay Director Present
9 Culver City Yasmine Imani McMorrin Director Present
10 Downey Horacio Ortiz Director Remote
11 Hawaiian Gardens Ramie L. Torres Alternate Remote

Agenda Page 13
Board of Directors Item 2
12 Hawthorne Alex Monteiro Director Present
13 Hermosa Beach Doug Krauss Alternate Remote
14 Los Angeles County Rita Kampalath Alternate Present
15 Malibu Marianne Riggins Director Remote
16 Manhattan Beach Absent
17 Monrovia Edward Belden Director Present
18 Moorpark Renee Delgado Director Remote
19 Ojai Betsy Stix Director Remote
20 Oxnard Bert Perello Director Remote
21 Paramount Absent
22 Redondo Beach Absent
23 Rolling Hills Estates Steve Zuckerman Alternate Remote 24 Santa Monica Gleam Davis Director Present
25 Santa Paula Jenny Crosswhite Director Remote
26 Sierra Madre Robert Parkhurst Director Present
27 Simi Valley Rocky Rhodes Director Present
28 South Pasadena Diana Mahmud Alternate Present
29 Temple City Ed Chen Director Present
30 Thousand Oaks David Newman Director Remote
31 City of Ventura Absent
32 Ventura County Vianey Lopez Vice Chair Remote
33 West Hollywood Absent
34 Westlake Village Absent
35 Whittier Mary Ann Pacheco Director Remote
All votes are unanimous unless otherwise stated.

GENERAL PUBLIC COMMENT
There was no public comment.

CONSENT AGENDA

1. Approve Minutes from the June 6, 2024 Board of Directors Meeting

2. Adopt Resolution 24-07-068 to Approve the Proposed Amendments to the Energy Risk Management Policy

Agenda Page 14
Board of Directors Item 2

3. Authorize the Chief Executive Officer to Execute Task Order No. 1 with GDS Associates, Inc for 2024 Clean Energy and Reliability RFO Technical Evaluation and Ongoing Contract Related Support Services for a Not-to-Exceed (NTE) Amount of $150,000

4. Approve the following Special Assessments with the California Community Choice Association (“CalCCA”):

A. A Special Assessment for Regulatory Engagement in Southern California Edison’s (“SCE”) General Rate Case Phase II with:
i. Keyes & Fox LLP (“K&F”) with an NTE amount of $81,920 for an Initial Term of August 1, 2024 to December 31, 2025; and, ii. NewGen Strategies & Solutions LLP (“NewGen”) with an NTE Amount of $57,680 with an Initial Term of August 1, 2024 to December 31, 2025;
B. An Update to the Special Assessment for 2022 SCE Energy Resource Recovery Account (“ERRA”) Compliance and 2024 SCE ERRA Forecast Proceedings Reallocating $20,000 of NewGen’s total NTE to Keyes & Fox; There is No Change to the Overall Special Assessment Total and No Additional Payment Needed

5. Approve and Authorize the Chief Executive Officer to Execute the Following Amendments to Renewable Power Purchase Agreements (PPAs) for Local Rooftop Solar Projects for the Power Share Program:

A. Amendment No. 1 to the Renewable PPA with Pivot Energy PPA 27 LLC (Beverly); and,
B. Amendment No. 1 to the Renewable Power Purchase Agreement with Pivot Energy PPA 28 LLC (San Gabriel)

6. Approve and Authorize the Chief Executive Officer to Execute Amendment No. 2 for an Increase of $1.709 Million to the Professional Service Agreement with Bloom Ads Global Media Group for Fiscal Year 2024/25 for a Total NTE Amount of $2,059,000 for Paid Media

7. Approve a Statement of Work with Mercer, Inc for a Compensation Study Refresh and Benefits Market Data Study with a Total NTE Amount of $148,000

8. Approve a Professional Services Agreement with TRC Engineers, Inc. for Software Data and Systems Strategic Planning Services with a Total NTE Amount of $241,990

9. Receive and File Bill Positions July 2024 Monthly Report

10. Receive and File Monthly Community Advisory Committee Report Motion: Director Mahmud, South Pasadena
Second: Director Parkhurst, Sierra Madre
Vote: The consent agenda was approved by roll call vote with an abstention from Director Zuckerman and a no vote from Director Rhodes on Item 9.

REGULAR AGENDA

11. A. Adopt Resolutions Nos. 24-07-069, 24-07-070, and 24-07-071 Approving Parameters Under which up to a Total of Three Energy Prepayment Transactions can be Completed with Either Goldman Sachs, Morgan Stanley, or Royal Bank of Canada as CPA’s Underwriter & Prepaid Supplier; Authorizing and/or Approving Documents or “Form of” Documents Supporting the Prepay Transactions; and Directing California Community Choice Financing Authority to make Payments to Service Providers for Issuance Costs from Prepay Bond Proceeds; and,
B. Delegate Authority to the Chief Executive Officer to Select the Funding Recipient(s) for Prepay Transactions Completed with Either Goldman Sachs or Morgan Stanley

Agenda Page 15
Board of Directors Item 2
David McNeil, Chief Financial Officer, introduced the item, stating that staff is requesting that the Board adopt resolutions approving parameters for up to three prepayment transactions to be completed with either Goldman Sachs (GS), Morgan Stanley (MS), or Royal Bank of Canada (RBC) up to $1.5 billion each and up to $4.5 billion total. Kate Freeman, Strategic Finance Manager, continued the presentation, stating that prepaid transactions are a well-established financing mechanism used to allow utilities to issue tax-exempt debt to reduce energy costs. The transactions will reduce CPA’s renewable energy costs by approximately $98 million over an eight-year period, an estimated $2 to $5 million annually. In May 2024, the Board approved contracts with Municipal Capital Markets and Chapman & Cutler to prepare one to three additional prepay transactions. GS and MS offer a structure by which CPA can use a different bank as the funding recipient if that bank offers better savings to CPA.

Current market conditions are positive, and staff views the program’s risks as acceptable. Ms. Freeman provided details about the prepay transactions: bonds will be limited obligations of CCCFA, not obligations of CPA; CPA’s cost savings as provided for in the Clean Energy Purchase Contracts will be at least five percent of fixed cash flows or equivalent dollar per MWh; and CCCFA's total cost of issuance shall not exceed 1.25% of the amount of bond proceeds. Finance Committee Chair Santangelo stated that the Committee unanimously approved the recommended actions.

Director Zuckerman inquired about RBC being both an underwriter and a prepaid supplier; staff responded that the functions with GS and MS can be separated to allow for increased savings for the borrower if a different prepaid supplier can provide enhanced savings. In response to Director Kulcsar’s question about prepaying for various contracts, staff stated that CPA can prepay both long- and short-term purchases, but the bank prefers long-term electricity purchases to be routed through the deals. CPA has the ability to add in short-term contracts or pair them up with long-term contracts. Staff confirmed for Director Perello that the Royal Bank of Canada was the only financial institution being considered that was foreign owned. Director Crosswhite asked about long-term PPAs that do not meet Commercial Operation Dates (CODs) and Ms. Freeman responded there are allowances for shortfalls by which the bank would provide the extra power and CPA would take a slight reduction in savings; a delay of a few months could be absorbed that way. CPA could also use other contracts for the prepay deals. In response to Director Parkhurst’s question about risks, Ms. Freeman stated the program is low risk because the market would have to crash and remain so for several months to impact the rating fee, which would be paid out of bond proceeds. Ms. Freeman also clarified that a severe drop in interest rates or investor demand would prevent CPA from getting the minimum 5% savings required to benefit from a prepaid transaction. Director Mahmud asked if CPA has ever used prepayment for a contract that did not achieve COD, and staff clarified that did occur in the first two prepay deals and CPA had to use a mixture of projects already online to complete the transaction. Director Mahmud asked about prepayments for storage, and staff replied they cannot use prepayments for standalone storage, but can for renewable energy projects that include a storage component onsite. Staff clarified for Director Mahmud that the Board would be authorizing up to three prepayment bond issuances but they could end up using one or all three of the different underwriters, or any combination, depending on how the banks respond and market conditions.

Responding to Director Rhodes inquiry about the role of CCCFA, staff explained that that CCCFA issues bonds, but bond repayment is the responsibility of the funding

Agenda Page 16
Board of Directors Item 2
recipient. Each transaction is separate from other bonds issued by CCCFA; CPA is never responsible for another CCA’s obligations. Staff confirmed that the bonds cannot be used for Resource Adequacy or reserve funding, and explained that the savings are accounted for annually due to periodical repricing and that bond proceeds are paid out of a trust account that CPA never touches. Regarding Director Gold’s questions about CPA issuing more bonds, staff replied that CPA can only prepay for energy needed to serve customer load. Director Gold asked about investors and staff indicated that large investment firms and insurance providers are attracted to tax-free bonds.

Staff clarified the basics of the prepayment program for Director Belden, highlighting aspects of the U.S. Tax Code available exclusively to municipal utilities and CCAs, allowing financial institutions to issue tax-exempt debt. Staff explained that once the CPA Board approves the transactions, the CCCFA Board will perform due diligence procedures as the next step.

Motion: Director Santangelo, Camarillo
Second: Director Monteiro, Hawthorne
Vote: Item 11 was approved by a roll call vote.

COMMITTEE CHAIR UPDATES
Director Santangelo, Chair of the Finance Committee, welcomed Director Albrecht from Calabasas as the newest member of the committee.

Director Parkhurst, Chair of the Energy Committee, reported that CPA launched a new RFO in June; offers are due back in July. He also reported that the Committee reviewed the Energy Risk Management Plan and welcomed Director Michael Cao to the Committee.

MANAGEMENT REPORT
Ted Bardacke, Chief Executive Officer, thanked Board members who participated in the Board Retreat. A summary of the discussions will be provided by the end of the summer.

As a result of feedback, CPA will begin conducting ongoing educational forums for Board members. Mr. Bardacke also mentioned the new member agency portal and discussed AB 1852, which was signed by the Governor allowing non-elected CPA board participants the ability to vote in closed sessions. Mr. Bardacke also thanked staff for securing CPA’s certification as a Great Place to Work. He closed his report by noting that the grid has been stable during the most recent heat wave and demand response and fiscal impacts have been minimal.

BOARD MEMBER COMMENTS
Director Mahmud informed the Board that CAISO offers live information online about the grid and power pricing in California and throughout the West.

REPORT FROM THE CHAIR
Chair Klein Lopez closed the meeting with thanks to staff for an excellent Board Retreat, emphasizing the benefit of connecting with other Board Directors in person.

ADJOURN
Chair Klein Lopez adjourned the meeting at 3:35 p.m.

Agenda Page 17
Staff Report – Agenda Item 3
To: Board of Directors
From: Christian Cruz, Senior Community Outreach Manager Reviewed By: Gina Goodhill, Senior Director, Government Affairs Approved By: Ted Bardacke, Chief Executive Officer
Subject: Appointment of Community Advisory Committee Member for the 2024-2026 Term
Date: September 5, 2024

RECOMMENDATION
Appoint one new member to the CAC for the open position in West/Unincorporated Ventura County Region for a May 2024 – April 2026 term.

BACKGROUND
On June 7, 2018, the Board of Directors approved a structure for the CAC to provide input on various policy and planning issues and be a voice for CPA in the community. Per the CPA Bylaws (Article 8, Section 5), the two-year term of service for current CAC members runs from May 2024 to April 2026. In July, CAC member Sofia Magallon vacated her seat in the West/Unincorporated Ventura County Region to attend graduate school full-time outside of CPA service territory.

Recommended CAC Appointment
Staff worked with member jurisdictions and stakeholders to identify suitable applicants for the West/Unincorporated Ventura County Region. Based on feedback from the regional Board representatives, staff recommend that the Board appoint Kent Bullard to the vacant seat for the remainder of the current term. The applicant summary for the recommended appointee is attached.

Agenda Page 18
Board of Directors Item 3

CURRENT APPOINTMENTS AND RECOMMENDED APPOINTMENT
East Ventura/West LA County
(Agoura Hills, Camarillo, Calabasas, Moorpark,
Simi Valley, Thousand Oaks)
Appointed:
• Angus Simmons
• Debbie West
• Vacant
San Gabriel Valley
(Alhambra, Arcadia, Claremont, Monrovia, Sierra
Madre, South Pasadena, Temple City)
Appointed:
• Richard Tom
• Vacant
West/Unincorporated Ventura County
(Ojai, Oxnard, Santa Paula, Ventura,
Unincorporated Ventura County)
Appointed:
• Daniel Mora
Proposed new appointment:
• Kent Bullard
South Bay
(Carson, Hermosa Beach, Hawthorne, Manhattan
Beach, Redondo Beach, Rolling Hills Estates)
Appointed:
• Cort Cassady
• Diane Wallace
Gateway Cities
(Downey, Hawaiian Gardens, Paramount,
Whittier)
Appointed:
• Genaro Bugarin
• Vacant
Westside
(Beverly Hills, Culver City, Malibu, Santa Monica,
West Hollywood)
Appointed:
• Cris Gutierrez
• David Haake
Unincorporated LA County
Appointed:
• Neil Fromer
• Vacant

ATTACHMENT

1. CAC New Applicant Summary
Agenda Page 19
Board of Directors Item 3
2024 Community Advisory Committee New Applicant Summary Candidate: Kent Bullard Subregion: West/Unincorporated Ventura County Eligible Yes Section 1: Personal Information
A. Home Address: Ventura, CA
B. Occupation: Renewable Energy and Quality Consultant
Section 2: Qualifications
A. Experience serving on advisory committees / public commissions / similar bodies:
• From 1997 to 2006, I served on the National Park Service (NPS) Environmental Leadership Council and the Department of the Interiors (DOI) Renewable Energy Working Group. I also developed and managed the NPS Green Energy and Environmental Leadership Web Site.
• I have served on the Ventura County Air Pollution Control District's Clean Air Fund Advisory Committee since 2016, and since 2019, I have served as the chair. • In 2019, I was asked to serve on the working group developing the EV readiness blueprint for Ventura County. In this role, I represented the EV community and how our needs for EV infrastructure could be met. A side part of the project resulted in my developing a database of all known EV charging points in the county and providing updated information to the US DOE Alternative Fuel Data Center (AFDC) and to Plugshare. The database is a continual work in progress and currently lists 1,131 ports countywide. I also contracted with the Ventura County Regional Energy Alliance (2021/22) to provide technical services towards implementing EV education and adoption throughout the county. • Since 2020, I have served on the US Departments of Commerce, National Institute of Standards, and US National Working Group Subgroup, which has been responsible for the development of the NIST Handbook 44, 3.40 Electric Vehicle Fueling Systems standards. The California Division of Measurement Standards incorporated these provisions as code as have most other by state bureaus regulating EV charging infrastructure.

B. Experience with outreach or community leadership:
• From 2003 through 2006, I served as the Leader of the Green Team for Habitat for Humanity of Venture. In this capacity, I wrote a comprehensive set of Green Building Guidelines based on Best Management Practices. These guidelines were adopted by several other Habitat for Humanity operations. As Green Team leader, we oversaw the construction of the homes in Oxnard, which incorporated sustainable building materials and energy-efficient appliances, and each unit was provided with photovoltaic systems generating 100% of the residents' needs. • I am one of the founding members of the EV Advocates of Ventura County, which was formed in 2012 to provide education and outreach to the community about Agenda Page 20
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the benefits of Electric Vehicles. Since 2016 I have coordinated 36 events as City Captain for National Drive Electric Week and Earth Day. Additionally, I’ve provided outreach at street fairs, Arbor Day, and community education gatherings. • Since 2019, I have served as the Transportation Chair of the Santa Barbara / Ventura chapters of the Sierra Club. In this role, I’ve coordinated events, represented the Club at meetings, and provided input to chapter policy and programs.

C. Experience or expertise in energy field:
• I retired as the Maintenance Supervisor for Channel Islands National Park. My 36- year federal career was primarily spent working offshore, where I was responsible for installing and managing projects including the installation of over 70 electrical generation facilities, primarily stand-alone photovoltaics, some hybrid with wind or diesel backup systems. I also supervised projects, including facility construction, water and wastewater systems, and marine operations. As a regular part of my work, I incorporated energy conservation and the use of innovative, renewable, or recycled materials.
• In recognition of my work, I received two Federal Energy Management Awards, a White House Closing the Circle Award, and the Department of Interiors Environmental Achievement Award.
• In 2000, I was name requested by the USAID/State Department through the DOI Partnership for Biodiversity to travel to the Galapagos National Park to provide onsite technical assistance to park staff in projects implementing renewable energy, water conservation, wastewater treatment, recycling, and use of innovative building materials.
• After my retirement, I volunteered with the US Department of the Interiors International Affairs Office as a team member from 2013-2015. This work involved project management to implement renewable energy and sustainable practices in protected areas, three locations in Jamacia and two in Panama. I traveled to various locations to scope work with the hosts, developed project plans, evaluated proposals and selected the contractors Managed each project by supervising and inspecting the installation and then wrapped up each project with an onsite workshop on system operations, sustainable operations and energy management.
• From 2005 through 2021, I served as a Quality Assurance Auditor for the National Biodiesel Accreditation Commission. Conducted quality compliance audits of biodiesel manufacturing, marketing and laboratory facilities in the US and Canada to verify compliance with the BQ-9000 (biodiesel quality) program requirements.

In this part-time position, I annually performed 18-20 onsite audits across the country.

D. Other skills / knowledge / experience to bring to Committee:
• Quite naturally, I live my life being guided by sustainable principles. My residences have been solar powered since 1993, I’ve driven vehicles powered by renewable fuels since 2000 and currently drive electric vehicles powered by my residential solar system. I am in the process of fully electrifying my home by shedding gas

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Board of Directors Item 3
appliances and systems. It can be done, and we need to demonstrate the positive health and environmental benefits of living with Clean Power.

Section 3: Additional Information
A. Why you are interested / what you hope to achieve:
• Providing clean, safe, and reliable electrical service to all in our community is a right we have come to depend on. This service should not come as an economic hardship to the community, and I would hope that by serving on the Community Advisory Committee, I will be able to provide input and insight from a consumer’s perspective.

B. List other languages / ability to support non-English speaking communities:
• n/a
C. Anything else you would like CPA to know:
• Obtaining my master’s degree in quality assurance verified my inquisitive mind and desire to work towards improving programs that benefit my community.

Section 4: Commitment
A. I can make the commitment to serve on the committee and attend meetings due to my status as a gainfully unemployed retiree. My time currently involved is advocating for sustainability in our community will easily dovetail with the CPA requirements.

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

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Staff Report – Agenda Item 4
To: Board of Directors
From: Joanne O’Neill, Director, Customer Programs
Reviewed By: Matthew Langer, Chief Operating Officer
Nancy Whang, General Counsel
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Professional Services Agreement for Behind the Meter Solar and Battery Energy Storage System Consulting Engineering Services to support Power Ready Program
Date: September 5, 2024

RECOMMENDATION
Approve and authorize the Chief Executive Officer to execute a Professional Services Agreement with Arup US Inc. (Arup) for consulting engineering services for the Power Ready program with a total Not-To-Exceed (NTE) amount of $974,770 for a two-year initial term with the option to renew for two successive one (1) year terms for a maximum of two additional years.

BACKGROUND
The need for back-up power systems is growing as power outages become more common than ever with increased wildfires, Public Safety Power Shutoffs, and increased summer grid emergencies due to high heat. Power Ready was created pursuant to CPA’s 2020 Local Program Strategic Plan and will be expanded as described in the 2023 Local Programs for a Clean Energy Future Action Plan. Power Ready provides behind-the-meter (BTM) clean energy back-up power systems to municipal and community sites that serve a critical need via an on-site solar and battery storage system. Together, installations function to generate and store renewable energy during normal operations

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and provide back-up power to preserve critical functions to the sites in times of grid stress and/or power outages. CPA provides these systems at no cost to site owners.

CPA has approved an 11-site Power Purchase Agreement (PPA) for the first round of Power Ready sites and seeks to expand the Power Ready program through a second round of recruitment to continue to provide resiliency services to CPA’s member agencies.

The second round will be open to participation among member agencies that did not host sites in the first round (except for Los Angeles and Ventura Counties which often have available host sites located in CPA member agency jurisdictions) and broaden the reach of the program by increasing the number and type of Power Ready sites that could qualify for the program.

DISCUSSION
CPA expects to launch the second round of Power Ready in Q4 2024. To implement the Power Ready program, CPA requires technical assistance from an engineering consultant with extensive experience in architectural, electrical, structural, civil, roofing, and other specialized engineering for existing buildings. The Power Ready engineering consultant provides unique subject matter expertise for BTM solar and battery storage systems critical to enable the Power Ready program. This includes support for site feasibility evaluations, analysis of critical loads and back-up power requirements, installation and operational considerations, and data to support CPA’s developer solicitations. Further, the technical consultant provides CPA with estimated costs of installations which CPA evaluates to create a cost-effective portfolio of sites with maximum value to CPA’s member agencies and communities. The scope of work also includes an optional task that allows for CPA to leverage the data gained during the site assessment process to analyze the potential for the installation of EV charging equipment.

CPA released a Request for Proposals (RFP) on May 21, 2024, for engineering consultants to provide a full range of technical support for CPA’s Power Ready program including site assessments and solicitation management services for round two projects, and construction implementation and support for the round one projects. Proposals were

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Board of Directors Item 4
evaluated based on the following evaluation criteria: 1) Proposer’s qualifications and experience, 2) Proposer’s ability to provide the Contemplated Scope of Services, 3) Proposer’s Pricing, and 4) Proposer’s References.

Four proposals were received. Staff shortlisted and interviewed two firms and requested updated final pricing from both. As a result of this process, staff selected Arup as the most qualified based on their experience with similar projects and offered the proposal with the best value.

Arup has experience in advising Community Choice Aggregators (CCAs), utilities, governments, public agencies, universities, and investors on a wide variety of solar and battery storage programs and projects, including detailed engineering site suitability and design, portfolio and individual site system sizing and yield analysis, solar and battery storage system controls, request for proposal (RFP) procurement, electrical interconnection engineering, and stakeholder engagement. Arup has served similar clients to CPA and similar programs to Power Ready including the County of Santa Barbara’s Assurance Services Program, Ava Community Energy’s Critical Municipal Facilities, and the City and County of San Fransisco’s SolarResilient Program.

FISCAL IMPACT
The Board-approved FY 2024/25 budget includes funding for the Professional Services Agreement in support of the Power Ready program for the current fiscal year. Costs for subsequent years will be included in future budget proposals.

ATTACHMENT

1. Professional Services Agreement for the Behind the Meter Solar and Battery Energy Storage System Consulting Engineering Services

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1 Clean Power Alliance of Southern California
This Professional Services Agreement (this “Agreement”), dated and effective as of September 9, 2024 (the “Effective Date”), is made by and between:

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA (“CPA”), and ARUP US, INC. (“Contractor”).

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

RECITALS
WHEREAS, CPA may contract with a provider for behind the meter (“BTM”) solar and battery energy storage system (“BESS”) consulting engineering services in support of CPA’s Power Ready Program;
WHEREAS, CPA conducted a Request for Proposals (“RFP”) and CPA selected Contractor because Contractor has the expertise and experience to provide the specified services to CPA and offered CPA the Best Value; WHEREAS, Contractor desires to provide these specified services to CPA; WHEREAS, the purpose of this Agreement is to set forth the terms and conditions upon which Contractor shall provide services to CPA; NOW, THEREFORE, it is agreed based on the consideration set forth below by the Parties to this Agreement as follows:

AGREEMENT

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

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

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

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

3. Services to be Performed by Contractor
In consideration of the payments set forth in this Agreement and in Exhibit C, Contractor shall perform services for CPA in accordance with the terms, conditions, and specifications set forth in this Agreement and in Exhibit A (“Services”).

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

5. Term
Subject to compliance with all terms and conditions of this Agreement, the term of this Agreement shall be two (2) years from the Effective Date (“Initial Term”). At the end of the Initial Term, the Parties may renew this Agreement for two successive one (1) year terms for a maximum of two additional years (each, a “Renewal Term”), unless either Party provides ninety (90) days prior written notice of its intent not to renew the term of the Agreement (“Renewal Notice”).

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

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

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

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

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

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

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

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

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

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

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

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6 Contractor of any negligence claim.

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

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

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

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

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

13. Mutual Waiver and Limitation of Liability
Notwithstanding any other term to the contrary and to the fullest extent permitted by law, CPA and Contractor each agree to waive any rights to consequential, indirect, and special damages. The total liability of Contractor under, or in connection with, this Agreement, whether in contract, tort, negligence, breach or otherwise shall not exceed three times (3X) the total compensation received by Contractor hereunder; provided that this limitation of liability shall not apply in the event that the conduct or actions of Contractor or its officers, directors, partners, employees, agents, and subconsultants constitute gross negligence, reckless disregard, or willful misconduct in the performance of this Agreement.

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

15. Compliance with Applicable Laws
Contractor shall comply with any and all applicable federal, state and local laws and

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8 resolutions affecting Services covered by this Agreement.

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

17. Work Product.

All finished and unfinished reports, plans, studies, documents and other writings prepared by and for Contractor, its officers, employees and agents in the course of implementing this Agreement shall become the sole property of CPA upon payment to Contractor for such work. CPA shall have the exclusive right to use such materials in its sole discretion without further compensation to Contractor or to any other party. Contractor shall, at CPA’s expense, provide such reports, plans, studies, documents and writings to CPA or any party CPA may designate, upon written request. Contractor may keep file reference copies of all documents prepared for CPA. Notwithstanding, this Agreement does not restrict or deprive the Contractor of any of its rights or proprietary interests in any materials that existed prior to or are developed independently of the performance of Contractor’s services pursuant to this Agreement (the "Pre-Existing Materials"). If any Pre-Existing Materials are delivered in connection with or as part of the performance of Contractor’s services, the Contractor hereby grants CPA a non-exclusive, world-wide, royalty-free, irrevocable license to use such Pre-Existing Materials to enable the full use and benefit of the Work Product.

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

In the case of CPA, to:

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

Name/Title: Martin Howell, Associate Principal
Address: 900 Wilshire Boulevard, 19th floor, Los Angeles, CA 90017 Telephone: (310) 578-4400

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9 Email: [email protected]

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

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

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

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

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

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

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10 comply with the provisions of this paragraph shall be a material breach of this Agreement.

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

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

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

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

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

28. Counterparts
This Agreement may be executed in one or more counterparts, including facsimile(s), emails, or electronic signatures, each of which shall be deemed an original and all of which together will constitute one and the same instrument IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
[Signature Page Follows]

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11 Arup US, Inc. Clean Power Alliance of Southern California ____________________________________ ____________________________________ By: By: Theodore Bardacke
Title: Title: Chief Executive Officer

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Exhibit A – Scope of Work

PROJECT TASKS AND DELIVERABLES
Contractor shall be responsible for providing a full range of program evaluation support, site assessments, and solicitation management services for CPA’s Power Ready program. Contractor shall develop the Power Ready program's assessment methodology, perform Power Ready desktop reviews & preliminary feasibility assessments, conduct detailed Power Ready assessments, support the Power Ready solicitation process, and provide construction implementation and miscellaneous Power Ready program support.

Deliverables will be provided electronically in MS Word/PowerPoint/Excel format to PDF, as appropriate. For deliverable reviews, where needed, Contractor will provide one draft and one final version of the deliverables, incorporating one set of consolidated comments from CPA and/or site host.

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

Task #1: Develop Power Ready Portfolio Assessment Methodology Develop a process in consultation with CPA staff to identify the most suitable member agency and critical community sites in CPA territory for Power Ready System development. CPA and Contractor will work with CPA’s member agencies and their critical community staff to enroll sites for pre-screening, and Contractor will assist CPA and site staff in determining the most suitable sites to proceed with detailed site assessments. Power Ready portfolio assessment methodology (“Portfolio Assessment Methodology”) includes the following:

1. Develop overall technical methodology for how to assess and rank suitability of potential sites for participation in Power Ready. This includes documenting the evaluation criteria to identify and ultimately select the best site candidates to be included in a cost-effective portfolio for the solicitation in Task #4. Define the parameters that will result in a Power Ready portfolio with the greatest resiliency and bill savings to inform Tasks #2, #3, and #4 below.

1.1.One site is a building of up to 50,000 sq.ft. of occupied area, with simple building HVAC, water heating, and lighting systems, and one electricity/gas utility meter. Contractor will work to develop reasonable additional services for an additional fee as specified in Task #5 for sites that do not conform to the standard definition, such as buildings larger than 50,000 sq.ft., with complex or dilapidated electrical infrastructure, and multiple electricity meters.

2. Create overall key performance indicators (“KPIs”) and data collection and tracking management processes to support them.

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3. Formulate a standard request for information (“RFI”) of data to site candidates for initial site screening, site assessments, and detailed site analysis; itemize all relevant information collected.

3.1.Contractor will identify which data are critical for sites to provide for Task #2, and which data are critical for sites to provide for Task #3.

4. Create interview templates for site staff to determine the critical nature of the site, critical backup power loads, and any other criteria that will inform the design.

5. Work with CPA staff to establish parameters for defining eligibility and plausible project sites for development.

6. Outline ideal criteria for the Power Ready portfolio, including advising on the best building typologies, electric load profile, existing site infrastructure (electrical switchgear, spare circuits, etc.), roof type and condition, and any other components that will result in a streamlined solar and battery energy storage system (BESS) (“Power Ready System”) construction project.

7. Contractor will provide recommendations for the percentage of backup power (as defined by the BESS capacity required for critical loads as compared to the total BESS capacity) for up to five standard building use-types (e.g. police stations, fire stations, city halls, community centers, libraries, and common buildings) and their code mandated backup power requirements and recommended backup power services. These recommendations will inform Task #2 activities and discussions with site host staff, and Task #3 activities when developing the Critical Load Report. Contractor will cite sources and, if no existing data is available, provide recommendations based on the critical services anticipated at participating sites in Southern California.

8. Contractor will develop criteria to screen sites in Task #2 based on available suitable site area to host the Power Ready Systems and criteria to identify spatial considerations for site hosts (for example, number of parking spaces that may be impacted by the installation of Power Ready Systems).

9. Review applicable rebates, incentives, and tax credits throughout the project.

10.Develop an effective management strategy to track key correspondence and responses for all sites and member agencies to inform the KPI’s above, with the purpose of reporting to CPA the effectiveness of efforts.

11.Provide CPA staff with access to a reporting platform that outlines every project and current status, summary of documents obtained, key KPI’s, and other mutually agreeable items that will help streamline the Power Ready Program’s overall oversight of sites.

11.1. This will be in a MS Excel workbook on a shared SharePoint site between Contractor and CPA.

12.Develop a Start/Stop/Proceed management process in consultation with CPA to be used throughout Tasks #2, #3, and #4 activities. This management process will prioritize resources to Power Ready sites with the most potential for success towards ultimate construction and inform strategies throughout Tasks #2, #3, and #4 to maintain a cost-effective program

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13.Provide an overview of the software that Contractor will use to assess potential Power Ready sites by identifying strengths, shortcomings, and typical assumptions that are embedded in the analysis.

14.Attend a virtual project kick-off meeting and attend bi-weekly meetings with CPA to advance program development.

Task #1 Deliverables:

1. Develop Power Ready Portfolio Assessment Methodology.

Timeline for Task #1:

1. Six (6) weeks after contract execution.

Task #2: Perform Power Ready Desktop Reviews & Preliminary Feasibility Assessments
Perform preliminary feasibility assessments of the potential Power Ready sites that applied for the Program. The purpose of Task #2 is to utilize readily available data to quickly identify the top sites with cost-effective Power Ready System potential with direct resilience benefits to member agencies and communities. Sites that do not meet technical eligibility criteria created in Task #1 should be quickly identified and reported as ineligible for the program. Sites that do not have adequate information as readily available or provided in a complete and timely manner, or where information to compare against the criteria developed in Task #1 is not present, will be quickly identified and deferred to future rounds of the program. CPA Staff and Contractor may make exceptions to this requirement with mutual agreement.

CPA will use all reasonable efforts to share sites to Contractor in two batches of 100 sites each. Ad hoc review requests outside of this process will be included for an additional fee as specified in Task #5.

Power Ready desktop reviews & preliminary feasibility assessments will include the following:

1. Perform a collection and analysis of all reasonably and readily available data prior to conducting a high-level site assessment (“Desktop Review”) for each potential Power Ready site in Task #2. The Desktop Review should determine high-level eligibility and prepare for an ultimate site visit as detailed in Task #3.

1.1.CPA will liaise with the member agencies and critical community staff and obtain a list of sites to consider for Task #2.

1.2.If adequate information is not readily available or provided in a complete and timely manner, the site will not progress in the current round.

2. Review publicly available aerial imagery and photos of the site to inform the initial Solar layout and BESS locations and potential.

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2.1.Obtain any existing site Solar and BESS feasibility studies or assessments that may inform the technical assessment.

2.2.Obtain any existing solar and/or BESS studies for background information. If Contractor is asked to rely on prior studies/assessment by others, Contractor’s assessment will be contingent on the quality and validity of such studies/assessment.

2.3.Obtain any capital improvement planning efforts that may impact energy usage, planning, or construction (for example, electric vehicle charging station installation plans, facility needs assessments, etc.).

2.4.Identify if there are any opportunities for alignment between projects (for example, roof repairs for rooftop solar, EV charging trenching and Solar and/or BESS trenching, etc.).

2.5.Obtain additional relevant data, which may include electrical, structural, geotechnical, and other relevant site plans and items.

2.6.Utility data will be made available in electronic data format, collated in MS Excel. This should include tariff rate as well as interval data in 15 minute increments. If interval data is not available, Contractor and CPA will create an estimated load profile based on building typology and operating hours.

2.7.All available data per one site will be provided during the review timeline.

2.8.If adequate information is not readily available or not provided in a complete and timely manner, the site will not be reviewed in the current solicitation

3. Perform interviews with key site staff, as needed (up to one one-hour virtual meeting per jurisdiction), to further understand the critical resilience nature of the site and specific site attributes.

4. Calculate preliminary Power Ready System costs based on per kWh industry benchmarks, with list of relevant assumptions and potential additional site-specific costs based on items discovered during the Desktop Review.

5. Summary overview of Power Ready site activities including data collected, risks, and benefits to justify the recommendation and track reasons why sites were ineligible as relevant. Itemize data collected per site with reported KPIs and summaries to CPA as requested.

6. Provide a list of sites suitable to be included in a shortlist for the Power Ready portfolio that will be further reviewed in Tasks #3 and #4.

7. If at any time during Task #2 activities, the member agency, site staff, Contractor, and/or CPA determines that the site(s) are no longer feasible to pursue the Power Ready program due to any reason, CPA will determine if any additional work is required for the specific site(s) in question. Any such additional work will be specifically authorized by CPA staff via email, as additional services for an additional fee as specified in Task #5.

Task #2 Deliverables:

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1. Results of Desktop Review of all sites provided by CPA delivered in CPA Staff approved MS Excel table format.

2. Power Ready portfolio and shortlist of sites to proceed with Task #3 activities.

Timeline for Task #2:

1. Allowing for up to two batches of sites for assessment, around 100 sites each, site reviews should be completed within eight (8) weeks from when the batch of sites was provided by CPA to the consultant for the Power Ready program, unless extension is agreed upon in writing by CPA.

2. All available RFI data will be made available to Contractor at one time in complete format. Timelines for deliverables assume that there is no delay outside of Contractor’s control for obtaining data or responses from CPA or site host, and for scheduling site visits.

Task #3: Conduct Detailed Power Ready Assessments
Create complete and detailed assessments of the shortlisted sites recommended from Task #2, including qualitative, technical, and financial information for each selected site. The assessment should generally include, but is not limited to, the information outlined below and work with CPA to identify the information to be collected and vetted per site. Detailed Power Ready assessments will include the following:

1. CPA will identify a local champion who will work with Contractor to develop site feasibility for Task #3, including timely scheduling of a site visit and availability to provide access and answer questions during the site visit.

2. Provide qualitative Power Ready site narratives (“Site Narrative”), which shall include:

2.1.Site location.

2.2.Description of required permissions for installation.

2.3.Identification of site facility owner and operator. If the facility owner and/or operator is not a member agency, indicate how the agency coordinates with the facility owner to provide critical services during emergencies and outages.

2.4.Description of the critical operations of the chosen site and community benefits provided by facility.

2.5.Whether the chosen site is in a Disadvantaged Community (as identified in either CalEnviroScreen 3.0 or 4.0), high-risk fire zone (as identified by Cal Fire), has experienced a Public Safety Power Shutoff event (from Southern California Edison and CPA data), and other relevant geographical data to assess community impact.

2.6.Summary of general installation readiness, including physical footprints and interconnection.

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3. Provide technical assessments that shall include:

3.1.Site diagrams with locations of utility power line connection, electric meters, and other pertinent physical infrastructure that are accessible for visual observation. These will be delivered as PDF mark ups on top of site plans or satellite images, depending on availability.

3.2.Electrical single line diagrams (as mark-ups and modifications to as-built diagrams) will be developed to assist project developers in Task #4 to incorporate the Power Ready Systems with existing circuits.

3.3.Assess available Solar and BESS footprints, based on as-built drawings and verified on-site.

3.4.Estimate solar generation potential (kilowatt-hour).

3.5.Collection of critical load expectations from site staff.

3.6.Develop a critical load report (“Critical Load Report”) for sites that are most likely to proceed in Task #4 that will consist of the following:

3.6.1. Define and calculate the BESS electric backup power that should be reserved at all times, based on site staff preferences.

3.6.2. Provide the hourly backup power duration the site should receive.

3.6.3. Conduct a site-specific survey based on an observational study of maximum demand (kilowatt) nameplate ratings of equipment expected to run during the outage and calculate the corresponding critical load capacity based on assumed loading factor (if applicable).

3.7.Description of site improvements to facilitate installation of Solar and BESS, if required.

3.8.Develop a roofing survey (“Roofing Survey”) (for all sites where rooftop solar is recommended in Task #2) that will include the following:

3.8.1. Visual observations and survey of the general condition of the roof and brief description of the roof system.

3.8.2. Interview the building owner about any known issues with the roof, date of last replacement, nature and timeline for any major repairs.

3.8.3. Identify any red flags and/or known issues that may impact the Solar system.

3.8.4. The assessment above will provide a high-level understanding of the magnitude of effort that might be required to repair / upgrade a roof (and the cost-benefit of proceeding with the building over another).

3.9.Develop a roofing report (“Roofing Report”), as requested and with approval from CPA as additional scope in Task #5, to determine the roofing scope and costs related to the Solar system design. The roofing report will ultimately be included in Task #4 and provide respective developers fixed roofing costs per site that will be included in their project development costs.

3.9.1. Provide a detailed cost estimate for the itemized list of repairs or upgrades, using Contractor’s in-house cost estimating team or through

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the use of external roofing contractors as an additional scope and fee as outlined in Task #5.

3.10. Specialty engineering assessments will be additional scope for an additional fee as specified in Task #5. Examples of specialty engineering assessments include:

3.10.1. Structural (e.g., structural inspections, calculations, and reviews to check whether additional loads associated with Solar and BESS can be accommodated inside or on an existing building, design of structural upgrades and modifications to accommodate additional loads inside or on an existing building).

3.10.2. In-depth electrical (e.g., where current panel configurations are not available, where meters cannot be matched to utility bills, where addition of solar and BESS may trigger a code upgrade to the building electrical system).

3.10.3. Civil (e.g., stormwater, site bearing walls, or hillside modifications to accommodate Solar and BESS).

3.10.4. Any Fire and life-safety reviews.

3.11. Description of any existing on-site Solar, including relevant information about purchase model or lease term, generation capacity, and whether existing Solar can be retrofitted to generate in conjunction with battery storage.

3.12. Description and assessment of potential integration with other existing on-site backup systems, such as diesel generation.

3.13. Description and assessment of on-site load shifting potential.

3.14. Determination of electrical upgrade requirements including site switchgear and associated components.

3.15. One most feasible Power Ready solar and BESS project will be evaluated, and one alternative BESS location will be provided.

3.15.1. Additional alternate options may include sizing, future projection of load profiles, or other requests by site staff will be additional scope for an additional fee as specified in Task #5.

4. Provide financial assessments based on industry benchmark costs per unit calculations, including:

4.1.Total capital costs required for installation based on current market conditions, and list assumptions as relevant.

4.2.Total bill savings potential for site hosts.

4.3.A pro-forma financial analysis will calculate the total capital costs and total bill savings as described above and combine them to create a 20-year cashflow for the total system costs and savings. Factors throughout the 20- year project term such as solar degradation, battery degradation, inverter replacement, and typical industry parameters should be included. The analysis should calculate return on investment, net present value, and simple payback period.

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4.4.Contractor will indicate where additional project costs may be incurred (for example, new electrical switchgear, panel modifications, trenching, etc.) and provide an average cost allowance for those items to inform the pro-forma financial analysis.

5. Member agency and customer-facing template and report that can be presented to a non-technical audience to understand the Power Ready program offering and capabilities.

5.1.One report per member agency in standardized format agreed upon by CPA Staff and Contractor.

6. Summary overview of Power Ready site activities including data collected, risks, and benefits to justify the recommendation and track reasons why sites were ineligible as relevant. Itemize data collected per site with reported KPIs and summaries to CPA as requested.

7. If at any time during Task #3 activities, the member agency, site staff, Contractor, and/or CPA determines that the site(s) are no longer feasible or eligible to be included in Power Ready due to any reason, CPA will determine if any additional work is required for the specific site(s) in question.

8. Work closely with CPA to develop a final recommendation of projects to be included in the Power Ready portfolio that will ultimately be included in the solicitation(s) in Task #4.

Task #3 Deliverables:

1. Completed Power Ready Site Narrative, Critical Load Report (if required), Roofing Survey (if required) and Roofing Report (if required).

2. Power Ready portfolio and shortlist of sites to proceed with Task #4 activities.

3. Member agency and customer-facing report. One report presentation for each member agency.

Timeline for Task #3:

1. Allowing for assessment of sites together in a jurisdiction or neighborhood, Power Ready Site Narratives are due no later than two weeks from date of the site visit.

2. Allowing for two batches of around 25 sites each, Final Task #3 Power Ready Site Narrative, Critical Load Report (if required), Roofing Survey (if required) and Roofing Report (if required) are due no later than eight (8) weeks after notice to proceed is given by CPA to move from Task #2 into Task #3 for each batch. This assumes assistance from CPA and cooperation from site hosts such that Contractor can conduct site visits over a three week period (one visit in morning and one in the afternoon, 8-10 visits in each week, no need to be consecutive weeks, but the last round of visits should conclude such that Contractor has two weeks to prepare the associated Site Narratives and agency reports).

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3. All available RFI data will be made available to Contractor at one time in complete format. Timelines for deliverables assume that there is no delay outside of Contractor’s control for obtaining data or responses from CPA or site host, and for scheduling site visits.

Task #4: Support the Power Ready Solicitation Process
Support the solicitation process, which includes compiling all recommended Power Ready sites from Task #3 into a Request for Offer (“RFO”) solicitation, or similar request, to qualified Power Ready System developers. CPA intends to hold one solicitation during the Initial Term and may hold one additional solicitation during any Renewal Term. This includes, but is not limited to, the following:

1. Assist with the development of the solicitation by providing all relevant information collected in Tasks #2 and #3 to solicitation proposals.

2. Support communications with proposers throughout the solicitation process, as requested by CPA.

3. Participate in the solicitation webinars with potential proposers and assist with the development of written responses to potential proposer questions.

4. Review the solicitation submissions from proposers and assist with the analysis of technical and financial merit for each submission.

5. Power Ready solicitation is expected to be released no later than 18 months after the first site visit. If there are changes at the site that affect the Site Narrative between the time of the site visit and preparation of the solicitation package, Contractor can update findings from Task #3 for an additional fee as specified in Task #5.

6. Participate in the solicitation interviews with shortlisted proposers, up to one interview per shortlisted proposer, at the request of CPA.

Task #4 Deliverables:

1. Power Ready solicitation package, as set forth in Task #4 above.

2. Comparison of solicitation proposals.

Timeline for Task #4:

1. Final Task #4 Power Ready solicitation package due sixty (60) days after CPA issues notice to proceed from Task #3.

Task #5: Construction Implementation & Miscellaneous Power Ready Program Support
CPA’s Board of Directors recently approved a multi-site and fixed rate PPA to install, maintain, and operate clean energy backup power systems in eleven (11) buildings in CPA communities over twenty (20) years. These projects will become operational

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in October 2025 and are part of the first round of Power Ready projects (“First Round”). Contractor will support, as requested, the First Round Power Ready projects, working directly with CPA, the First Round developer (“First Round Developer”), and member agency site hosts with any miscellaneous questions related to support the successful design, installation, and operations of the Power Ready Systems. The anticipated support for this task includes, but is not limited to, the following:

1. Construction implementation support.

1.1.Assist CPA with general and technical questions related to the eleven (11) First Round sites, as requested.

1.2.Provide estimated costs for potential change orders to the First Round system design and provide CPA with reasonable ranges.

1.3.Work with CPA and the First Round Developer to assist member agencies with answers including, but not limited to, material and labor costs for agency-related costs for landscaping, roofing, fencing, and other construction related items.

1.4.Code compliance and implications to designs, costs, etc.

1.5.Demand response capabilities including, but not limited to, overall availability, eligibility, enrollment criteria, and costs and savings.

2. Miscellaneous support.

2.1.Assist CPA with identifying and applying to relevant grants that may assist Power Ready, as requested.

2.2.Providing additional support to CPA staff in solicitation process, as requested.

3. Criticality Framing Workshop, to be completed only at the request of CPA.

3.1.Contractor will provide one half-day in-person criticality workshop with member agencies, including preparation and synthesis of results. The workshop will receive buy-in from member agencies, evaluate/refresh the previous qualitative framing, and prioritize criticality criteria. Contractor will consider criticality criteria such as equity and economic factors (i.e., serving priority populations), hazards exposure, population concentration, and ease of accessibility. Contractor will develop the qualitative framing outcome of the workshop into a technical methodology for how to assess eligibility and rank suitability of potential sites.

4. D.Hub subscription and access may be added for an additional fee as specified in Task #5.

5. Additional technical support for the Power Ready program as requested by CPA staff.

6. This Task #5 will be billed at an hourly rate, as requested, per the specific circumstances that arise from ongoing project development.

6.1.CPA will determine the scope of the question and work with Contractor to establish a budget for the specific scope.

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Task #5 Deliverables:

1. Construction implementation support, and as-requested support services set forth above.

Timeline for Task #5:

1. Ongoing from contract execution.

Task #6: Electric Vehicle Supply Equipment (“EVSE”) Electrical Feasibility Assessments
This task will only be completed at the request of CPA. CPA has launched a suite of local government programs (collectively “Energized Communities”) to support the clean energy, decarbonization, and/or resiliency goals of our member agencies. Task #6 seeks to provide the Energized Communities program with relevant information on electric vehicle (“EV”) charging infrastructure potential based on the electrical configuration at the member agency site.

The intent of Task #6 is to leverage the information collected for the Power Ready sites and/or collect additional criteria to determine suitability for EV charging infrastructure while Contractor is analyzing data and performing assessments on site. CPA, working directly with member agencies and site staff, may request Contractor to determine the EVSE feasibility related to the installation of chargers which may occur at any time during the Power Ready program process, particularly during the Task #2 and Task #3 activities for the alignment of services.

The EV assessment will not be included in the Power Ready program design and is a stand-alone deliverable to assist agencies with understanding EV potential, costs, and feasibility at sites. If at any time a Power Ready site does not move forward, the EV assessments could still be pursued further and in greater detail by member agencies.

The potential EV assessment scope includes, but is not limited to, the following:

1. Develop the "Desktop Review" and site assessment methodology to analyze EVSE potential and develop deliverable templates.

2. Assess the selected sites to determine:

2.1.Electrical infrastructure capacity needed to support recommended charging equipment.

2.2.Existing electrical service.

2.3.Existing site infrastructure, including electrical switchgear location and capacity.

2.4.If electrical switchgear upgrades are needed to integrate EVSE's at the site.

2.5.Potential connection points for EV charging infrastructure.

2.6.Identification of suitable locations for supporting electrical infrastructure (panels, transformers, etc.).

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3. Create an EV Feasibility Assessment Report incorporating the information set forth above.

Task #6 Deliverables:

1. EV Feasibility Assessment Report.

Timeline for Task #6:

1. The EV Feasibility Report is due two (2) weeks after CPA’s request. CPA will use reasonably efforts to align Task #6 in parallel with existing efforts for each site in Task #2 and Task #3. Site assessments out of sequence with Task #3 will be considered an additional scope and fee as specified in Task #5.

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Exhibit B – [Intentionally Left Blank]

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Exhibit C – Compensation
Contractor shall satisfactorily provide all the contemplated Services detailed in Exhibit A, Tasks #1, #2, #3, #4, and #6, at the price per deliverable specified in the table below and in compliance with the terms and conditions of this Agreement.

Task Description
Maximum
Authorized Year 1
Fees (September 9,
2024- September 8,
2025)
Maximum
Authorized Year 2
Fees (September 9,
2025- September 8,
2026)
Maximum
Authorized
Fees
Develop Power Ready portfolio assessment
methodology $15,500 $0
Review all applicable rebates, incentives, and
tax credits throughout the project $5,000 $5,000
Program management (project tracking) $15,600 $15,600
Program management (kick off and meetings) $25,700 $25,700 Back-up load calculations (up to 5 building types) $5,000 $0 1 Total for Task #1 $66,800 $46,300
$113,100
Desktop review of all sites provided by CPA, at $1,000 per site Up to $101,000 Up to $99,000 2 Power Ready portfolio and shortlist of sites $0 $0
Total for Task #2 Up to $101,000 Up to $99,000
$200,000
Completed Power Ready site narrative, critical
load report, and roofing report, at $6,000 per site Up to $110,000 Up to $140,000 Power Ready portfolio and shortlist of sites $0 $0
Member agency and customer-facing report, at $3,900 per site Up to $70,200 Up to $66,300 3 Total for Task #3 Up to $180,200 Up to $206,300
$386,500
Power Ready Solicitation Package for one (1) solicitation round N/A $35,500 4 Comparison of Solicitation proposals for one (1) solicitation round N/A $33,600 Total for Task #4 N/A $69,100
$69,100
EV Feasibility Assessment Report, at $2,500 per site $0 Up to $50,000 6 Total for Task #6 $0 Up to $50,000 $50,000
Maximum Year 1 Fees (September 9, 2024- September 8, 2025) $348,000 - - Maximum Year 2 Fees (September 9, 2025- September 8, 2026) - $470,700 - Maximum Authorized Fees for Tasks #1, #2, #3, #4, and #6: $818,700

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Contractor shall satisfactorily provide all the contemplated Services detailed in Exhibit A, Task #5, at the following hourly rates specified in the table below and in compliance with the terms and conditions of this Agreement during the Initial Term and for any subsequently authorized Renewal Term. Rates are subject to 4% annual escalation on April 1st of each year after the Initial Term.

Contractor’s Rate Schedule
Resource Hourly Rate
Senior Consultant/Engineer 1 $240
Senior Consultant/Engineer 2 $270
Associate $290
Consultant/Engineer 2 $220
Consultant/Engineer 1 $185
Associate Principal $350
Graduate Consultant/Engineer $150
Intern $125
Principal $425
Contractor shall not exceed the Maximum Authorized Fees specified for Task #5 listed in the table below:

Task Description
Maximum
Authorized Year 1
Fees (September
9, 2024- September
8, 2025)
Maximum
Authorized Year 2
Fees (September
9, 2025- September
8, 2026)
Maximum
Authorized
Fees
Construction Implementation & Miscellaneous Power
Ready Program Support $72,000 $72,070 5
Total for Task #5 $72,000 $72,020
$144,070
Maximum Authorized Fees for Task #5: $144,070
Maximum Authorized Fees $962,770

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

Maximum Authorized Expenses $12,000
The Total Maximum Amount that CPA shall pay Contractor, including any subcontractor that the Contractor may retain, for all Services and Expenses to be provided under this Professional Services Agreement shall not exceed Nine Hundred Seventy-Four Thousand Seven Hundred Seventy Dollars ($974,770) ("Not-to-Exceed" or "NTE") during the Initial Term and for any subsequently authorized Renewal Term.

Initial Term: Maximum Amount Up to and Not to Exceed $974,770 Contractor shall satisfactorily perform and complete, in the judgement of CPA, all required Services in accordance with Exhibit A notwithstanding the fact that total payment from CPA shall not exceed the NTE.

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Exhibit D – [Intentionally Left Blank]

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Staff Report – Agenda Item 5
To:

From:

Reviewed By:

Approved By:

Subject:

Date:

Board of Directors
Dr. Monique Edwards-Greer, Chief Administrative Officer Nancy Whang, General Counsel
Gabby Monzon, Clerk of the Board
Ted Bardacke, Chief Executive Officer
Adopt Resolution 24-09-072 to Approve Amendments to CPA Policy No. 2019-11 governing Records Retention and Disposal
September 5, 2024

RECOMMENDATION
Adopt Resolution 24-09-072 to Approve Amendments to CPA Policy No. 2019-11 governing Records Retention and Disposal.

BACKGROUND/DICUSSION
In July 2019, the Board approved CPA’s first Records Retention and Disposal Policy (Policy) to address the requirements of California Public Utilities Commission (“CPUC”) Decision 12-08-045 governing data privacy and security, and customer data and document retention. The policy alsoestablished rules governing the retention and/or destruction of CPA’s records.1
This proposed Policy amendment reflects the latest record management principles set forth by the California Secretary of State, the CPUC, and other applicable state and federal laws. The amendment:

1. adds necessary categories, such as FPPC certifications and Public Records Act requests;
1 In developing the Policy, CPA staff reviewed similar policies from the Southern California Public Power Authority, Marin Clean Energy, Los Angeles Metro, and Sonoma Clean Power. Internally, CPA staff were also surveyed to evaluate internal business needs.

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Board of Directors Item 5

2. memorializes the establishment of retention categories for Teams chats/messages and clarifies the retention period for chats and emails;

3. enhances user-friendliness and functionality by eliminating redundant categories or clarifying existing categories when an ambiguity exists;

4. shifts administration of the Policy to the Chief Administrative Officer, including compliance with the Policy. The General Counsel retains the authority to make modifications to the retention schedule when adjustments are required due to changes in law or regulation, to assess appropriate record categories, etc.; and

5. cleans up various terms, e.g., updating the Chief Executive Officer’s title.

PROCESS
The Executive Committee received a summary of the proposed amendments to the Policy at its August 15, 2024, meeting.

ATTACHMENTS

1. Resolution 24-09-072

2. Records Retention & Disposal Policy No. 2019-11 (redline) Agenda Page 55
RESO NO. 24-09-072
RESOLUTION NO. 24-09-072

RESOLUTION OF THE BOARD OF DIRECTORS OF CLEAN

POWER ALLIANCE OF SOUTHERN CALIFORNIA

ADOPTING AND APPROVING THE AMENDED RECORDS

RETENTION AND DISPOSAL POLICY

THE BOARD OF DIRECTORS OF CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA HEREBY RESOLVES AS FOLLOWS:

WHEREAS, Clean Power Alliance of Southern California (formerly known as Los Angeles Community Choice Energy Authority) (“Clean Power Alliance” or “CPA”) was formed on June 27, 2017;
WHEREAS, on July 18, 2019, the CPA Board of Directors (“Board”) approved CPA Policy No. 11 Governing the Records Retention and Disposal Policy; WHEREAS, on August 3, 2020, CPA revised certain categories within the Records Retention and Disposal Schedule in order to reflect prevailing business conditions; and, WHEREAS, CPA has considered the prevailing business conditions and needs and determined that refinements or updates to certain functions or documents are necessary or beneficial.

NOW, THEREFORE, BE IT DETERMINED, AFFIRMED, AND ORDERED BY

THE BOARD OF DIRECTORS OF THE CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA that the attached Records Retention and Disposal Policy, presented as Exhibit A, as amended therein, is hereby approved as of September 5, 2024; IT IS FURTHER DETERMINED, AFFIRMED, AND ORDERED that any and all acts authorized pursuant to this Resolution and performed prior to the passage of this Resolution are hereby ratified and approved; and
IT IS FURTHER DETERMINED, AFFIRMED, AND ORDERED that this Resolution shall be continuing and remain in full force and effect.

ADOPTED AND APPROVED this 5th day of September 2024.
____________________________
Deborah Klein Lopez, Chair
ATTEST:
_________________________
Gabriela Monzon, Secretary

Agenda Page 56
RESO NO. 24-09-072

EXHIBIT A

RECORDS RETENTION AND DISPOSAL POLICY
(see attached)

Agenda Page 57

Page 1 ends

Policy Title Records Retention & Disposal Policy
Policy Number CPA 2019-11 Effective: 07/18/2019
Amended: 09/05/2024

1. Purpose
The purpose of this Records Retention and Disposal Policy (Policy) is to ensure that necessary records and documents of the Clean Power Alliance of Southern California (CPA) are adequately protected and maintained and to ensure that records that are no longer needed by CPA or are of no value are discarded at the appropriate time. This policy is also for the purpose of aiding employees of CPA in understanding their obligations in retaining electronic documents - including e-mail, web files, text files, draft documents, PDF documents and all Microsoft Office or other formatted files.

2. Policy
This Policy represents the CPA policy regarding the retention and disposal of records and the retention and disposal of electronic documents.

3. Administration
Attached as Appendix A is a Records Retention and Disposal Schedule that is approved as the initial maintenance, retention and disposal schedule for physical records of CPA and the retention and disposal of electronic documents. The General Counsel Chief Administrative Officer is the officer in charge of the administration of this Policy and the implementation of processes and procedures to ensure the Records Retention and Disposal Schedule is followed. The General Counsel, in consultation with the Chief Administrative Officer, is authorized to: make modifications to the Records Retention and Disposal Schedule when required to ensure that it is in compliance with local, state and federal laws; to and includes the appropriate document and record categories, or retention periods for CPA; monitor local, state and federal laws affecting record retention; conduct an annual review of the record retention and disposal program; and monitor compliance with this Policy.

Unless an original is required pursuant to this Policy, to a contract provision, or required by law, CPA may destroy physical copies of records or duplicate electronic copies of records and keep an electronic copy as a permanent record, provided the retained electronic record accurately and legibly reproduces the original thereof in all details and the electronic copy does not permit additions, deletions or changes to the original document images.

Agenda Page 58

Page 2 ends

Periodically, the agency shall review compliance with the policy. Records that have reached the end of their Required Rretention Pperiod, including electronic records, are to be destroyed by following procedures established by the Chief Administrative Officer.

4. Suspension of Records Disposal in Event of Litigation or Claims In the event CPA is served with any subpoena or request for documents or any employee becomes aware of a governmental investigation or audit concerning CPA, becomes aware of or receives a claim governed by or exempt from the Government Code §§ 900, et seq., such employee shall inform the Executive Director Chief Executive Officer and the General Counsel and any further disposal of documents shall be suspended until such time as the General Counsel determines otherwise. The General Counsel shall take such steps as is necessary to promptly inform all staff of any suspension in the further disposal of documents.

5. Applicability
This policy applies to all physical records generated in the course of CPA’s operation, including both original documents and reproductions. It also applies to the electronic documents described above.

This policy was approved by the Board of Directors of CPA on July 18, 2019.

Agenda Page 59

Page 3 ends

Revised Appendix A
Records Retention and Disposal Schedule
August 3, 2020September 5, 2024
Record Type Required Retention Period Descriptions (if
applicable)
Board and Committee Documents
Final Board and or
Committee Agendas and
Agenda Packets,
includngincluding
Supplemental Documents
Permanent Documents provided
to the Board or
Committees at a public
meeting.

Board or Committee
Approved Documents
Permanent Resolutions, policies,
meeting minutes,
budgets approved by
the Board
Board Approved Budgets Permanent Final, approved
budgets
Board and Committee
Meeting Materials
Permanent Agendas, staff reports,
and any other
materials provided to
Board/Committee
members for Board
meetings
Board Form 700s 4 years after submission to FPPC Copies of original statements forwarded
to the FPPC
Board Presentations 2 years after Board meeting Any presentations or handouts given to the
Board during a Board
meeting
Elections 6 months 3 years after the
election
Signed ballots and any
correspondence
transmitted with
ballots, tally sheets.

Joint Powers Agreement and
Bylaws
Permanent Includes all versions
approved by the Board
Board Acknowledgement
Forms
Permanent Including, but not
limited to, Energy Risk
Management Policy
Acknowledgements,
Privacy and Customer
Confidentiality Policy,
Agenda Page 60

Page 4 ends

and Confidential
Information Policy
Acknowledgments
FPPC Agency Reports –
Ticket/Pass Distribution
(Form 802)
7 Years GC 81009(e)
Report of
tickets/passes
identifies persons who
received
tickets/passes and
describes the public
purpose for the
distribution
Conflict of Interest Code Permanent Most recent version shall be kept
permanently. All other
versions 7 years.

Biennial FPPC certification 7 Years
Quarterly Lobbying Reports As required by the FPPC
Public Records Act requests
and responses
7 years after CPA responds to the
Public Records Act request
Contracts and Related Documents
Executed contracts,
including any amendments,
change orders, task orders,
confirms, master agreements
10 years after termination or
expiration of contract or
amendment, whichever is later
Energy products
authorized in the
ERMP and non-energy
agreements and
related documents or
ancillary agreements,
contracts with vendors
or consultantsincluding
but not limited to
subcontractor consent,
declaration of COD,
and any other
documents related to
or referenced in the
agreement. Except for
NDAs which are
covered in a separate
category.
implementing project
financing, consent to
collateral assignment,
assignments or
consents to
assignments, changes
to progress reporting
Agenda Page 61

Page 5 ends

forms, insurance
obligations,
termination,
certifications required
by counterparties.

Includes also
agreements related to
Government Affairs or
the Marketing and
Communications
functions, including but
not limited to publicity,
media, booth, and
sponsorship
agreements
Drafts of non-energy
contracts Drafts of contracts,
including any amendments,
change orders, task orders,
confirms, master agreements
4 years after termination of
contract
Emails relating to non-energy contracts5 years from date of email Specifically relating to contracts, task orders,
amendments, RFPs.

Non-disclosure agreements 2 years after the expiration of the term of the agreement, if term
specified; otherwise, permanent
All non-disclosure
agreements
Completed vendor forms 4.5 years after effective date of Contract
Vendor Campaign
Contribution Forms or
any forms that the
Board may require,
including but not
limited to Privacy and
Customer
Confidentiality Policy
and Confidential
Information Policy
Acknowledgments.

Exclusivity Agreements and
any extensions thereof
[time, e.g., yrs]4 years after the
expiration of the agreement or
extension, whichever is later
Exclusivity
agreements with
shortlisted
counterparties from an
energy request for
offer (RFO) or bilateral
offer.

Agenda Page 62

Page 6 ends

Electronic signature of
signed contract or
amendment, unless wet
signature required by
counterparty
Consistent with the required
retention period of the signed
document.

Electronic signatures
are sufficient unless a
counterparty requires
a wet signature.

Regulatory/Administrative
Records submitted to the
CPUC, CAISO(?),
CARB,EIA, or CEC
Permanent Includes Letters,
Advice Letters,
motions, compliance
filings, briefs,
testimony admitted
into evidence, or other
documents treated as
a record by the CPUC
or CEC
CPUC, CAISO, CARB or
CEC Data Requests
10 years after submission Includes data requests
from intervenors,
stakeholders or other
parties within the
context of a CPUC or
CEC proceeding
Confidentiality Declarations
submitted to the CPUC or
the equivalent of a
Confidentiality Declaration
submitted to the CEC
4 years after submission or until
the CPUC or CEC no longer
keeps the record, whichever is
later
Customers
Ad Hoc Customer Reports
and Lists
Destruction after staff use is
complete 5 years
Mailing lists, analysis
reports
Customer Data Requests 2 years after customer request Cost comparison, bill analyses, usage
history, billing history,
rate comparisons,
customer service
emails
Customer Database
Information (CRM)
5 years after close of customer
accountPermanent (Hosted and
Managed by Data Manager. Data
Manager does not destroy
records from CRM.)
Customer database
reports, complaints,
correspondence,
communications,
usage history, billing
data, account
balances, program
participation, opt-out
data, customer service
emails
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AMI Data Lists and Reports Destruction after staff use is completePermanent
Non-aggregated
customer AMI usage
data
Human Resources
Employee personnel records 7 years after employee leaves CPA
Resumes, offer letters,
reference check,
personnel action form,
change of status,
benefits, performance
reviews, terminations,
new hire forms,
background checks,
and leave requests
Employee benefit information 6 years after plan year Benefit plans (such as insurance)
Benefit Plan Claims Permanent
California Family Rights Act
or Family Medical Leave (if
applicable) records
3 years 7 years after employee
leaves CPA
Request/claim for
benefit; basic
employee data,
including name,
address, occupation,
rate of pay, terms of
compensation, daily
and weekly hours
worked per pay period,
additions
to/deductions from
wages and total
compensation. Dates
of leave taken by
eligible employees,
etc.

COBRA records 6 years from the date of the
record
Written notices, forms,
etc.

Miscellaneous personnel
information
1 2 years after date of termination I-9 form, background checks, confidential
medical records
Payroll Records 8 years from the payroll period Timecards and employee wage
recordspayroll
journals, garnishments
Payroll tax records 8 years from date tax paid Amounts of wages subject to withholding.

Agreements with
employee to withhold
additional tax. Actual
Agenda Page 64

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taxes withheld and
dates withheld.

Reason for any
difference between
total tax payments and
actual tax payments.

Withholding forms (W-4, W4-E).

Recruitment files 2 years after hiring decision Job announcements, iInterview notes,
recruitment materials,
correspondence
Job descriptions 7 years after employee leaves
CPA
Retirement plan records Permanent
Safety Data 5 years from date of the record Logs, records, or summaries of
occupational injuries
and illnesses.

W-2 or 1099 forms 7 years after employee leaves
CPA 8 years for W2, 4 years for
1099 from date of issuance
Workplace Violence Records 5 years All records of workplace violence hazard
identification, evaluation,
and correction; training,
incident logs and
workplace violence
incident investigations
Staff Form 700s 4 years after submission to FPPC Copies of original statements forwarded
to the FPPC
Workers’ comp documents Permanent
Salary/Compensation Benefit
Studies, Surveys
Current + 2 Years6 Years after
Board Approval
Studies or market data
of or surveys of other
agencies regarding
wages, salaries and
other compensation or
benefits
Financial Documents
Accounts payable or
receivable ledgers,
schedules, and trial balances
5 7 years
Audit reports Permanent
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Bank statements, cancelled
checks, deposit slips, and
related documents
5 7years Includes bank
reconciliations
Cash books Permanent
Cash receipts and
disbursements
5 years 7 years
Chart of accounts Permanent
Canceled Checks (cancelled,
all other)
5 years 7 years
Checks (cancelled, for
important payments, i.e.
taxes, property purchases,
special contracts, etc. File
checks with the transaction
papers)
Permanent
Credit Applications
(Business)
1 2 years (after notification)
Electronic fund transfer
documents
5 7years
Equipment records &
invoices
5 years (after disposition or
project completion)
Expense reports, analyses
and distribution schedules
5 7 years
Federal, state and local tax
returns
5 years from the due date of the
return or the date the return is
filedPermanent
Annual fFinancial statements
(end-of-year trial balances)
Permanent
Fixed asset records and
appraisals
Permanent 7 years post disposal
Forecasts & projections
including load forecasts
5 10 years
Garnishments 3 6 years
General Ledgers (end-of-year trial balances) Permanent 7 years Interim and year-end
financial statements and trial
balances
Permanent
Invoices from contractors or
vendors
7 years minimum and 2 years
after completion of contract
Invoices submitted by
Vendors seeking
payment from CPA
Original Letters of Credit or
Guarantees
Term of Letter of Credit or
Guarantee
Copies of a Letter of
Credit or Guarantee
shall be considered a
“Loan document”
Agenda Page 66

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Licenses Permanent
Loan documents, notes Permanent 7 years Original signatures may be maintained for
these types of
documents.

Monthly trial balances Permanent 7 years
Tax exemption documents,
including application for
exemptions
Permanent
Reimbursement requests 5 years after the request
submission
Director, CAC
member, or CPA
employee
Letters to third parties
requesting information
related to audit,
5 years
UUT/EES submission 5 years from the due date of the
return or the date the return is
filed
Insurance administration Permanent
Credit Agreement (and
related/ancillary/collateral
documents), UUT/EES
submission, letters to third
parties requesting
information related to audit,
load forecast, insurance
administration, credit
agreement requirements
(e.g., quarterly certificate)
7 years
Internal Documents
General E-mails 2 years 12 months for
transitory e-mails
24 years after creation for non-transitory emails or as otherwise required by this Policyunless vital
to performance of job or otherwise
required by this Policy
Transitory eE-mails
that are routine
communications or
information
exchanges. that do
not have lasting
value, and do not
document CPA
business to be
preserved for future
reference. These
are considered
preliminary materials
that may be
Agenda Page 67

Page 11 ends

discarded after it is
no longer needed.

Non-transitory
communications are
all other e-mail
messages that do
not fall under the
“transitory e-mail”
description and
include e-mails that
are vital to
performance of job
duties.

Email correspondence
deemed vital to the
performance of their a
staff member’s job are
non-transitory emails
and or that applies
specifically to a
document that has a
prescribed retention
plan should be either
copied to the staff’san
appropriate folder or
location unless the
email relates to a
record under another
category in this Policy,
in which case it should
be or filed with the
documents records it
relates to
Drafts of internal/business
documents (non-contract
related)
30 days after final version is
approved
Drafts of program
documents, marketing
materials, etc.

Audit reports Permanent AMI Data Audit
(annual and triennial),
IT related audits.

Business documents,
including but not limited to,
Marketing, General
Educational, or Informational
Material
2 years after public distribution Flyers, brochures,
electronic
advertisements,
reports, electronic
information
Agenda Page 68

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Legal Files and Papers
Court Orders Permanent
Legal Memoranda and
Opinions
Permanent
Government Claims /
Litigation Files
5 years after the conclusion of
litigation
Claim, complaint,
discovery, pleadings,
correspondence, etc.

Government Claims /
Litigation Related Final
Settlement Agreements
Permanent Settlement
Agreements, Release,
Memorandum of
Understanding, and
otherIncluding any
ancillary documents
related to settlements.

Property Records
Lease agreements 7 years after termination Includes any sub-lease, rental agreements.

Permits Permanent Tenant improvements,
etc.

Solicitations (RFP, RFQ, Bids)
Bids & Proposals (Awarded) 7 years after close of solicitation Including Q&A Bids & Proposals
(Unsuccessful)
26 monthsyears after close of
solicitation
Including Q&A
Correspondence with
bidders
3 2 years after close of solicitation
Published Solicitations 2 years after close of solicitation Drafts of Solicitations 30 days after final version is
approved
Drafts of program
documents, marketing
materials, etc.

Training Records
Attendance Records 7 years after training
Electronic Chat Communications (Text or Chat Messages)
Transitory Chat Messages 30 days after creation. Transitory chat messages are routine
communications or
information exchanges
that do not have
lasting value, and do
not document CPA
business to be
preserved for future
reference. These are
considered preliminary
Agenda Page 69

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materials that may be
discarded after it is no
longer needed.

Non-transitory Chat
Messages
2 years after creation or as
otherwise required by this Policy
These are all other
chat messages that do
not fall under the
description of
“transitory chat
messages” and
include chat messages
that are vital to
performance of job
duties. These chat
messages should be
copied to an
appropriate folder or
location.

Agenda Page 70
Staff Report – Agenda Item 6
To: Board of Directors
From: Kate Freeman, Strategic Finance Manager
David McNeil, Chief Financial Officer
Reviewed By: Nancy Whang, General Counsel
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Adopt Resolution 24-09-073 authorizing an increase of the aggregate principal amount of clean energy revenue to
$1,524,280,000 and an amendment to Clean Energy Purchase Contract entered into in connection with August 2024 Clean Energy Prepayment Transaction
Date: September 5, 2024

RECOMMENDATION
Adopt Resolution 24-09-073 authorizing an increase of the $1,500,000,000 single transaction limitation of aggregate principal amount of clean energy project revenue bonds (“Bonds”) to $1,524,280,000 and a related amendment of the Clean Energy Purchase Contract (“CEPC”) entered into in connection with the August 2024 energy prepayment transaction.

BACKGROUND/DISCUSSION
On July 11, 2024, the Board the Board adopted Resolution 24-07-069 authorizing up to three separate clean energy prepayment transactions to be financed with Bonds issued by California Community Choice Financing Authority (“CCCFA”), subject to certain parameters, including that the aggregate principal amount of Bonds issued for a single transaction would not exceed $1,500,000,000.

Agenda Page 71
Board of Directors Item 6
For each transaction, the Board also authorized CPA to enter into a CEPC with CCCFA relating to the purchase and sale of the energy acquired pursuant to the prepayment transaction. In connection with the CEPC, the Board also authorized one or more Limited Assignment Agreements relating to one or more existing Power Purchase Agreements in order to provide for the expected energy deliveries under the prepayment transaction.

Staff ran a competitive bid process in late July 2024 to select the Underwriter & Prepaid Supplier for CPA’s third prepay transaction. CPA selected Goldman Sachs and J. Aron & Company on August 2. Following this selection, a Preliminary Official Statement for the Bonds to be issued for the third prepayment transaction was mailed to investors on August 15, 2024. The Preliminary Official Statement provided for a preliminary offering of $1,000,000,000 of aggregate principal amount of Bonds. Based on that aggregate principal amount, only one power purchase agreement would be assigned to the transaction.

The Bonds were offered for sale to investors on August 16, 2024, and demand for the Bonds was 2.4 times the aggregate principal amount of the Bonds originally proposed.

Given the significant investor demand and opportunity for additional savings on its energy purchases during the term of the transaction, CPA authorized the assignment of two additional power purchase agreements to the transaction, the energy deliveries from which, along with other factors, resulted in an aggregate principal amount of Bonds of $1,524,280,000 (i.e., $24,280,000 or 1.6% more than the aggregate principal amount originally approved by the Board). At this level CPA expects to save $93 million on renewable energy purchases over the next eight years, or an average of $11.6 million per year.

In order to comply with the original Board approval parameters, the bond participants agreed that the assigned energy under the CEPC between CPA and CCCFA in connection with the sale of the Bonds would be reduced to equate to $1,500,000,000 of Bond principal. This was accomplished by reducing the term of energy deliveries under the CEPC from 30 to 29 years; in the final (30th) year of the Bond term (2054), the prepaid

Agenda Page 72
Board of Directors Item 6
energy supplier will be required to purchase energy from the market to meet its obligations under the prepayment transaction. The CEPC and other contracts pertaining to the prepayment transaction were executed on August 27, 2024, at the closing of the Bond transaction.

While the executed CEPC does not require an amendment, in the interest of consistency for CPA and CCCFA and clarity for bond investors, staff recommend that the Board authorize (i) an amendment of the CEPC (“CEPC Amendment”) to provide for an extension of the term of energy deliveries under the CEPC from 29 years to 30 years as originally intended, and (ii) to increase the energy quantities such that the final aggregate principal amount of the Bonds of $1,524,280,00 thereunder reflects the additional one-year delivery term.

Requested Action
The proposed Board Resolution would provide the following approvals:
• Direct Authorized Representatives to execute and deliver the CEPC Amendment which extends the term of the CEPC from 29 years to 30 years; and • Acknowledges and agrees that the energy deliveries under the amended CEPC will equate to the final aggregate principal amount of the Bonds of $1,524,280,000, and that the original limitation on the aggregate principal amount of the Bonds of $1,500,000,000 is hereby increased to $1,524,280,000.

NEXT STEPS
Following adoption of the Resolution, Staff will work with CCCFA and counsel to execute and deliver the CEPC Amendment.

ATTACHMENTS

1. Resolution No. 24-09-073

2. Clean Energy Purchase Contract (executed)

3. Proposed Amendment to Clean Energy Purchase Contract

Agenda Page 73
RESO NO. 24-09-073
RESOLUTION NO. 24-09-073

RESOLUTION OF THE BOARD OF DIRECTORS OF CLEAN

POWER ALLIANCE OF SOUTHERN CALIFORNIA (CLEAN

POWER ALLIANCE) AUTHORIZING THE EXECUTION AND

DELIVERY OF AN AMENDMENT TO A CLEAN ENERGY

PURCHASE CONTRACT ENTERED INTO IN CONNECTION WITH

THE ISSUANCE OF CALIFORNIA COMMUNITY CHOICE

FINANCING AUTHORITY (CCCFA) CLEAN ENERGY PROJECT

REVENUE BONDS

THE BOARD OF DIRECTORS OF CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA DOES HEREBY FIND, RESOLVE, AND ORDER AS FOLLOWS:

WHEREAS, Clean Power Alliance of Southern California (“Clean Power Alliance” or “CPA”) was formed on June 27, 2017, under the provisions of the Joint Exercise Powers Act of the State of California, Government Code section 6500 et seq. (the “JPA Law”);
WHEREAS, Clean Power Alliance is duly organized, validly existing, and in good standing under and by virtue of the laws of the State of California, is duly authorized to transact business, having obtained all necessary filings, governmental licenses and approvals in the State of California, and has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage;
WHEREAS, Clean Power Alliance maintains an office at 801 S. Grand Ave., Suite 400, Los Angeles, CA 90017, and this is the principal office at which it keeps its books and records;
WHEREAS, Clean Power Alliance is a community choice aggregator (as defined in Section 331.1 of the Public Utilities Code of the State of California (the “Public Utilities Code”), and is a public agency (as defined in the JPA Law) that has implemented a CCA program pursuant to Section 366.2 of the Public Utilities Code, and possesses the power to purchase and sell electric energy and enter into related contracts for such purposes; WHEREAS, on July 11, 2024, the Board adopted Resolution 24-07-069 authorizing up to three separate clean energy prepayment transactions to be financed with clean energy project revenue bonds (“Bonds”) issued by California Community Choice Financing Authority (“CCCFA”), subject to certain parameters, including that the aggregate principal amount of Bonds issued for a single transaction not exceed $1,500,000,000;
WHEREAS, for each prepayment transaction, the Board authorized Clean Power Alliance to enter into a Clean Energy Purchase Contract with CCCFA relating to the purchase and sale of the energy acquired pursuant to the prepayment transaction and one or more Limited Assignment Agreements relating to one or more existing power purchase agreements in order to provide for the expected energy deliveries under the prepayment transaction;

Agenda Page 74
RESO NO. 24-09-073
WHEREAS, a Preliminary Official Statement for the Bonds to be issued for the initial prepayment transaction was mailed to investors on August 15, 2024; WHEREAS, the Preliminary Official Statement provided for a preliminary offering of $1,000,000,000 of aggregate principal amount of Bonds, and based on that aggregate principal amount that only one power purchase agreement would be assigned to the transaction;
WHEREAS, the Bonds were offered for sale to investors on August 16, 2024 and demand for the Bonds was well in excess of the aggregate principal amount of the Bonds originally proposed;
WHEREAS, given the significant investor demand and opportunity for additional savings on its energy purchases during the term of the transaction, Clean Power Alliance authorized the assignment of two additional power purchase agreements to the transaction, the energy deliveries from which, along with other factors, resulted in an aggregate principal amount of Bonds of $1,524,280,000 (i.e., $24,280,000 or 1.6% more than the aggregate principal amount originally approved by the Board); WHREREAS, based on the original Board approval, in connection with the sale of the Bonds it was agreed that the assigned energy under the Clean Energy Purchase Contract between Clean Power Alliance and CCCFA would be reduced to equate to $1,500,000,000 of Bond principal, to be accomplished by reducing the term of energy deliveries under the Clean Energy Purchase Contract from 30 to 29 years, and that in the final (30th) year of the Bond term (2054), the prepaid energy supplier will be required to purchase energy from the market to meet its obligations under the prepayment transaction;
WHEREAS, considering the foregoing, the Board now proposes to authorize the amendment of the Clean Energy Purchase Contract to provide for an extension of the term of energy deliveries under the Clean Energy Purchase Contract from 29 years to 30 years as originally intended, and to increase the energy quantities thereunder to reflect such additional delivery term, so as to equate to the final aggregate principal amount of the Bonds and term thereof;
WHEREAS, there has been submitted to this meeting for approval a form of the aforementioned amendment to the Clean Energy Purchase Contract (the “CPEC Amendment”);

NOW, THEREFORE, IT IS HEREBY DETERMINED, AFFIRMED, AND
ORDERED BY THE BOARD OF DIRECTORS OF THE CLEAN POWER ALLIANCE as follows:

Section 1. AUTHORIZED REPRESENTATIVES. The following named individuals are the authorized representatives of Clean Power Alliance with the respective titles specified below (collectively referred to as “Authorized Representatives” and individually referred to as an “Authorized Representative”):

Agenda Page 75
RESO NO. 24-09-073

NAMES TITLES
Deborah Klein Lopez Chair of the Board
Ted Bardacke Chief Executive Officer
David McNeil Chief Financial Officer
Matthew Langer Chief Operating Officer
Nancy Whang General Counsel
Section 2. Approval of CPEC Amendment. The proposed form of the CPEC Amendment attached hereto as Exhibit A is hereby approved and any Authorized Representative is hereby authorized and directed, for and on behalf of Clean Power Alliance, to execute and deliver the CPEC Amendment in such form.

Section 3. Original Approval. The Board acknowledges and agrees that the energy deliveries under the Clean Energy Purchase Contract, as amended by the CPEC Amendment, will equate to the final aggregate principal amount of the Bonds of $1,524,280,000. In connection with the approval of the CPEC Amendment and authorization provided hereunder, the original limitation on the aggregate principal amount of the Bonds of $1,500,000,000 is hereby increased to $1,524,280,000.

IT IS HEREBY FURTHER DETERMINED AND ORDERED that the Authorized Representatives are duly elected, appointed, or employed by or for Clean Power Alliance, as the case may be. This Resolution now stands of record on the books of Clean Power Alliance, is in full force and effect, and has not been modified or revoked in any manner whatsoever.

IT IS HEREBY FURTHER DETERMINED AND ORDERED that any and all acts authorized pursuant to this Resolution and performed prior to the passage of this Resolution are hereby ratified and approved.

IT IS HEREBY FURTHER DETERMINED AND ORDERED that this Resolution shall take effect upon its passage, shall be continuing and shall remain in full force and effect unless and until expressly revoked by further resolution of the Board of Directors.

ADOPTED AND APPROVED this 5th day of September 2024.
____________________________
Deborah Klein Lopez, Chair
ATTEST:
_________________________
Gabriela Monzon, Secretary

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RESO NO. 24-09-073

EXHIBIT A
CPEC Amendment
(see attached)

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Execution Version

CLEAN ENERGY PURCHASE CONTRACT
between

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY
and

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
Dated as of August 16, 2024

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-i-TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS ........................................................................................................2 Section 1.1 Defined Terms ................................................................................................2 Section 1.2 Definitions; Interpretation .............................................................................13 ARTICLE II. DELIVERY PERIOD; NATURE OF CLEAN ENERGY PROJECT; CONDITION PRECEDENT ........................................................................13 Section 2.1 Delivery Period .............................................................................................13 Section 2.2 Nature of Clean Energy Project ....................................................................13 Section 2.3 Condition Precedent ......................................................................................13 Section 2.4 Pledge of this Agreement ..............................................................................14 ARTICLE III. SALE AND PURCHASE; PRICING ...............................................................14 Section 3.1 Sale and Purchase of Product ........................................................................14 Section 3.2 Payments .......................................................................................................14 Section 3.3 Limited Obligation to Take Base Quantities ................................................15 Section 3.4 Annual Refund ..............................................................................................15 Section 3.5 Reset Period Remarketing.............................................................................15 ARTICLE IV. FAILURE TO SCHEDULE PRODUCT .........................................................16 Section 4.1 Issuer’s Failure to Schedule Base Quantity (Not Due to Force Majeure) ........................................................................................................16 Section 4.2 Project Participant’s Failure to Schedule or Take Base Quantities (Not Due to Force Majeure)..........................................................................17 Section 4.3 Failure to Deliver or Take Due to Force Majeure.........................................17 Section 4.4 Assigned Products .........................................................................................17 Section 4.5 Sole Remedies ...............................................................................................17 ARTICLE V. DELIVERY POINTS; SCHEDULING .............................................................17 Section 5.1 Delivery Points..............................................................................................17 Section 5.2 Transmission and Scheduling .......................................................................18 Section 5.3 Title and Risk of Loss ...................................................................................18 Section 5.4 PCC1 Product and .........................................................................................18

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-ii-Section 5.5 Communications Protocol .............................................................................21 Section 5.6 Deliveries within CAISO or another Balancing Authority ...........................21 Section 5.7 Assigned Products .........................................................................................21 ARTICLE VI. ASSIGNMENT OF POWER PURCHASE AGREEMENTS ........................22 Section 6.1 Assignments Generally .................................................................................22 Section 6.2 Failure to Obtain ...........................................................................................23 Section 6.3 Adjustments to Base Quantities ....................................................................23 Section 6.4 J. Aron Non-Payment to APC Party. ............................................................24 ARTICLE VII. USE OF PRODUCT .........................................................................................24 Section 7.1 Tax Exempt Status of the Bonds ...................................................................24 Section 7.2 Priority Products ...........................................................................................24 Section 7.3 Assistance with Sales to Third Parties ..........................................................24 Section 7.4 Qualifying Use ..............................................................................................25 Section 7.5 Remediation ..................................................................................................25 Section 7.6 Remediation; Ledger Entries; Redemption ...................................................26 ARTICLE VIII. REPRESENTATIONS AND WARRANTIES; ADDITIONAL COVENANTS ................................................................................................26 Section 8.1 Representations and Warranties of Issuer .....................................................26 Section 8.2 Warranty of Title...........................................................................................28 Section 8.3 Disclaimer of Warranties ..............................................................................28 Section 8.4 Continuing Disclosure ..................................................................................28 ARTICLE IX. TAXES.................................................................................................................28 ARTICLE X. JURISDICTION; WAIVER OF JURY TRIAL ...............................................29 Section 10.1 Consent to Jurisdiction ..................................................................................29 Section 10.2 Waiver of Jury Trial ......................................................................................29 ARTICLE XI. FORCE MAJEURE ...........................................................................................29 Section 11.1 Applicability of Force Majeure .....................................................................29 Section 11.2 Settlement of Labor Disputes........................................................................30

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-iii-ARTICLE XII. GOVERNMENTAL RULES AND REGULATIONS ...................................30 Section 12.1 Compliance with Laws .................................................................................30 Section 12.2 Contests .........................................................................................................30 Section 12.3 Defense of Agreement ..................................................................................30 ARTICLE XIII. ASSIGNMENT ................................................................................................31 ARTICLE XIV. PAYMENTS.....................................................................................................31 Section 14.1 Monthly Statements ......................................................................................31 Section 14.2 Payments .......................................................................................................32 Section 14.3 Payment of Disputed Amounts .....................................................................33 Section 14.4 Late Payment ................................................................................................33 Section 14.5 Audit; Adjustments .......................................................................................33 Section 14.6 Netting; No Set-Off.......................................................................................34 Section 14.7 Rate Covenant ...............................................................................................34 ARTICLE XV. RESERVED .......................................................................................................34 ARTICLE XVI. NOTICES .........................................................................................................34 ARTICLE XVII. DEFAULT; REMEDIES; TERMINATION ...............................................35 Section 17.1 Issuer Default ................................................................................................35 Section 17.2 Project Participant Default ............................................................................35 Section 17.4 Remedies Upon Default ................................................................................36 Section 17.5 Termination of Master Power Supply Agreement ........................................38 Section 17.6 Limitation on Damages .................................................................................38 ARTICLE XVIII. MISCELLANEOUS .....................................................................................39 Section 18.1 Indemnification Procedure. ...........................................................................39 Section 18.2 Deliveries ......................................................................................................39 Section 18.3 Entirety; Amendments ..................................................................................39 Section 18.4 Governing Law .............................................................................................40 Section 18.5 Non-Waiver...................................................................................................40 Section 18.6 Severability ...................................................................................................40 Section 18.7 Exhibits .........................................................................................................40

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-iv-Section 18.8 Winding Up Arrangements ...........................................................................40 Section 18.9 Relationship of Parties ..................................................................................40 Section 18.10 Immunity .......................................................................................................41 Section 18.11 Rates and Indices ..........................................................................................41 Section 18.12 Limitation of Liability...................................................................................41 Section 18.13 Counterparts ..................................................................................................41 Section 18.14 Third Party Beneficiaries; Rights of Trustee ................................................41 Section 18.15 No Recourse to Members of Project Participant...........................................42 Section 18.16 Waiver of Defenses .......................................................................................42 Section 18.17 Rate Changes ................................................................................................42 Exhibit A-1 — Base Quantities; Base Delivery Point; Commodity Reference Prices Exhibit A-2 — Assigned Rights and Obligations
Exhibit B — Notices
Exhibit C — Remarketing Termination Notice
Exhibit D — Federal Tax Certificate
Exhibit E — Project Participant’s Legal Opinion
Exhibit F — Assignment of Assignable Power Contracts
Exhibit G — Communications Protocol
Exhibit H — Pricing and Other Terms
Exhibit I — Closing Certificate

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-1-

CLEAN ENERGY PURCHASE CONTRACT
This Clean Energy Purchase Contract (this “Agreement”) is made and entered into as of August 16, 2024 (the “Execution Date”), by and between California Community Choice Financing Authority, a joint powers authority and a public entity of the State of California established pursuant to the provisions of the Joint Exercise of Powers Act (Article 1, Chapter 5, Division 7, Title 1, Section 6500 et seq. of the California Government Code, as amended) (“Issuer”) and Clean Power Alliance of Southern California, a California joint powers authority (“Project Participant”).

W I T N E S S E T H:

WHEREAS, Issuer has planned and developed a project to acquire long-term supplies of Product from Aron Energy Prepay 41 LLC, a Delaware limited liability company (“Prepay LLC”) and a wholly-owned subsidiary of The Goldman Sachs Group, Inc., pursuant to a Master Power Supply Agreement, dated as of August 16, 2024 (the “Master Power Supply Agreement”), to meet a portion of the Product supply requirements of Project Participant through a discounted clean energy purchase product (the “Clean Energy Project”); WHEREAS, Project Participant desires to enter into an agreement with Issuer for the purchase of Product acquired by the Issuer under the Clean Energy Project; WHEREAS, Issuer will finance its payment for Product under, and the other costs of, the Clean Energy Project by issuing Bonds;
WHEREAS, Project Participant is a joint powers authority and a community choice aggregator, duly organized, validly existing and in good standing under the laws of the State of California and the rules, regulations and orders of the California Public Utilities Commission, and is qualified to conduct business in each jurisdiction of the Joint Powers Agreement members for the transmission, distribution, sale, and delivery of Product to retail electric consumers within its service area;
WHEREAS, Project Participant is agreeable to purchasing a portion of its Product requirements from Issuer under the terms and conditions set forth in this Agreement and Issuer is agreeable to selling to Project Participant such supplies of Product under the terms and conditions set forth in this Agreement;
WHEREAS, concurrently herewith, Project Participant has assigned to J. Aron (as defined below) certain Assigned Rights and Obligations (as defined below), including the right to receive Assigned Products (as defined below), which Assigned Products will be resold to Prepay LLC under the Electricity Sale and Service Agreement, then resold to Issuer under the Master Power Supply Agreement and then resold to Project Participant hereunder; and

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WHEREAS, as a condition precedent to the effectiveness of the Parties’ obligations under this Agreement, Issuer shall have entered into the Master Power Supply Agreement and shall have issued the Bonds.

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

ARTICLE I.

DEFINITIONS
Section 1.1 Defined Terms. The following terms, when used in this Agreement (including the preamble or recitals to this Agreement) and identified by the capitalization of the first letter thereof, have the respective meanings set forth below, unless the context otherwise requires:
“Administrative Fee” means the amount per MWh specified as such in Exhibit H. “Affiliate” means, with respect to either Party, any entity which is a direct or indirect parent or subsidiary of such Party or which directly or indirectly (i) owns or controls such Party, (ii) is owned or controlled by such Party, or (iii) is under common ownership or control with such Party. For purposes of this definition, “control” of an entity means the power, directly or indirectly, either to (a) vote 50% or more of the securities having ordinary voting power for the election of directors or Persons performing similar functions or (b) direct or cause the direction of the management and policies, whether by contract or otherwise. “Agreement” has the meaning specified in the preamble and shall include exhibits, recitals and attachments referenced herein and attached hereto. “Alternate Delivery Point” has the meaning specified in Section 5.1(a). “Annual Refund” means the annual refund, if any, to be provided to the Project Participant and calculated pursuant to the procedures specified in Section 3.4. “APC Contract Price” means (i) the fixed prices specified in Exhibit A-2 as of the date hereof with respect to the Initial Assigned Rights and Obligations and (ii) the Day-Ahead Average Price with respect to any Assignment Period outside of the Initial Assignment Periods. “APC Party” has the meaning specified in Exhibit F.
“Applicable Project” has the meaning specified in Exhibit F. “Assignable Power Contract” has the meaning specified in Section 6.1.

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“Assigned Delivery Point” means, with respect to any Assigned Energy, the Assigned Delivery Point as set forth in the applicable Assignment Agreement for such Assigned Energy.
“Assigned Energy” means any Energy, including Energy associated with PCC1 Product and Long-Term PCC1 Product, to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.
“Assigned PAYGO Product” means, for any Month with respect to an Assigned PPA, the amount, if any, by which the total quantity of Assigned Products delivered under such Assigned PPA in such Month exceeds the Assigned Prepay Quantity for such Assigned PPA for such Month.
“Assigned PPA” means any power purchase agreement that is assigned pursuant to an Assignment Agreement in accordance with the terms of this Agreement. “Assigned Prepay Quantity” has the meaning specified in Exhibit F. “Assigned Prepay Value” means, for any Month and each Assignment Agreement, the Assigned Prepay Quantity for such Month multiplied by the applicable APC Contract Price. “Assigned Products” means, as applicable, PCC1 Product, Long-Term PCC1 Product, Assigned Energy, Assigned RECs and any other Product included in an Assignment Agreement, subject to the limitations for such other Product set forth in Exhibit F. “Assigned Quantity” means, with respect to each Assigned PPA and each Month during the Assignment Period therefor, the quantity of Assigned Energy delivered pursuant to such Assigned PPA consistent with the terms of the applicable Assigned Rights and Obligations in connection with the Assigned Products during such Month. “Assigned RECs” means any RECs associated with PCC1 Product or Long-Term PCC1 Product to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.
“Assigned Rights and Obligations” has the meaning specified in Section 6.1. “Assignment Agreement” means, for any Assigned Rights and Obligations, an agreement among Project Participant, J. Aron and the APC Party, approved by Issuer, in the form attached hereto as Annex I to Exhibit F (with such changes thereto as may be mutually agreed upon by Project Participant, J. Aron, the APC Party, and Issuer, each in its sole discretion). “Assignment Period” for any Assigned Rights and Obligations has the meaning specified in the applicable Assignment Agreement.
“Automatic Non-Default Termination Event” has the meaning specified in Section

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“Available Discount Percentage” has the meaning specified in the Re-Pricing Agreement. For the avoidance of doubt, the “Available Discount Percentage” under the Re-Pricing Agreement includes the Monthly Discount Percentage, as well as additional discounting expected to be made available through the Annual Refund.
“Balancing Authority” has the meaning specified in the CAISO Tariff. “Base Delivery Point” has the meaning specified in Section 5.1(a). “Base Product” means Firm (LD) Energy delivered to the Base Delivery Point. “Base Quantity” means, with respect to each Delivery Hour during the Delivery Period, the Base Unadjusted Quantity for such Delivery Hour less the Base Quantity Reduction for such Delivery Hour, each as set forth on Exhibit A-1, as Exhibit A-1 may be revised pursuant to Article VI.
“Base Quantity Reduction” means, with respect to each Delivery Hour during the Delivery Period, the “Base Quantity Reduction” of Base Product (in MWh) set forth for such Delivery Hour on Exhibit A-1, as Exhibit A-1 may be revised pursuant to Article VI. “Base Unadjusted Quantity” means, with respect to each Delivery Hour during the Delivery Period, the “Base Unadjusted Quantity” (in MWh) set forth for such Delivery Hour on Exhibit A-1.
“Bond Closing Date” means the date on which Bonds are first issued pursuant to the Trust Indenture.
“Bonds” means the bonds issued pursuant to the Trust Indenture. “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a Federal Reserve Bank Holiday, (iii) any other day on which commercial banks generally in either New York, New York or the State of California are authorized or required by Law to close, or (iv) any day excluded from “Business Day” as therein defined, pursuant to the Trust Indenture. “CAISO” means California Independent System Operator or its successor. “CAISO Tariff” means CAISO’s FERC-approved tariff, as modified, amended or supplemented from time to time
“Calculation Agent” has the meaning specified in the Re-Pricing Agreement. “California Long-Term Contracting Requirements” means the long-term contracting requirement set forth in the Clean Energy and Pollution Reduction Act of 2015 (SB 350), California Public Utilities Code Section 399.13(b), and CPUC Decision 17-06-026 and CPUC Decision 18-05-026, as may be modified by subsequent decision of the California Public Utilities Commission or by other Law.

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“CEC” means California’s State Energy Resources Conservation and Development Commission, also known as the California Energy Commission, and any successor agency thereto. “Claiming Party” has the meaning specified in Section 11.1. “Claims” means all claims or actions, threatened or filed, that directly or indirectly relate to the indemnities provided herein, and the resulting losses, damages, expenses, attorneys’ fees, experts’ fees, and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement. “Clean Energy Project” has the meaning specified in the recitals. “Code” means the Internal Revenue Code of 1986, as amended. “Commercially Reasonable” or “Commercially Reasonable Efforts” means, with respect to any decision, purchase, sale or other action required to be made, attempted or taken by a Party under this Agreement, such decision or efforts as a reasonably prudent Person would make or undertake, as the case may be, for the protection of its own interest under the conditions affecting such decision, purchase, sale or other action. For the avoidance of doubt, the reasonableness of any action taken by a Party under this Agreement shall be determined at the time of such action, taking into account the facts, circumstances and competitive environment surrounding such action including without limitation, the amount of notice of the need to take such action, the duration and type of the purchase or sale or other action, and the risk to the Party required to take such action.
“Commodity Reference Price” means either (i) the Day-Ahead Market Price, or (ii) the Real-Time Market Price, as applicable.
“Contract Price” means (i) with respect to the Base Product and any Delivery Hour, (A) the Day-Ahead Market Price for such Delivery Hour at the Base Delivery Point less (B) the product of the Fixed Price for Base Quantities multiplied by the Monthly Discount Percentage, (ii) with respect to Assigned Prepay Quantities during the Initial Assignment Periods, (A) the applicable APC Contract Price(s) multiplied by (B) the result of 100% less the Monthly Discount Percentage, (iii) with respect to Assigned Prepay Quantities outside of the Initial Assignment Periods, (A) the APC Contract Price less (B) the product of the Fixed Price for Assigned Prepay Quantities outside of the Initial Assignment Periods multiplied by the Monthly Discount Percentage, and (iv) with respect to Assigned PAYGO Product, the APC Contract Price(s). “Day” means each period of 24 consecutive Hours commencing at the Hour ending at 01:00 (LPT) through the Hour ending at 24:00 (LPT).
“Day-Ahead Average Price” means, for any Assigned Products after the Initial Assignment Periods, the result of (i) (x) the sum of the Day-Ahead Market Prices for each Pricing Interval in a Month, divided by (y) the number of Pricing Intervals in such Month; plus (ii) $28.361/MWh. As used in this definition, “Pricing Interval” means the unit of time for which CAISO establishes a separate price.

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“Day-Ahead Market Price” has the meaning specified on Exhibit A-1 for the Primary Delivery Point.
“Default Rate” means, as of any date of determination, the lesser of (a) the sum of (i) the rate of interest per annum quoted in The Wall Street Journal (Eastern Edition) under the “Money Rates” section as the “Prime Rate” for such date of determination, plus (ii) one percent per annum, or (b) if a lower maximum rate is imposed by applicable Law, such maximum lawful rate.
“Delivery Hour” has the meaning specified in Exhibit A-1. “Delivery Period” has the meaning specified in Exhibit H. “Delivery Point” means the Base Delivery Point or an Assigned Delivery Point, as applicable.
“Disqualified Sale Proceeds” has the meaning specified in Section 7.6. “Disqualified Sale Units” has the meaning specified in Section 7.6. “Electricity Sale and Service Agreement” has the meaning specified in the Master Power Supply Agreement.
“Eligible Renewable Energy Resource” has the meaning set forth in California Public Utilities Code Section 399.12(e) and California Public Resources Code Section 25741(a), as either code provision is amended or supplemented from time to time. “Energy” means three-phase, 60-cycle alternating current electric energy, expressed in megawatt hours.
“EPS” means California’s Emissions Performance Standards, as set forth in Sections 8340 and 8341 of the California Public Utilities Code, as implemented and amended from time to time, and any successor Law.
“EPS Compliant Energy” means Energy that Project Participant can contract for and purchase in compliance with EPS requirements that are applicable to Project Participant. “EPS Energy Period” means any Assignment Period or J. Aron EPS Energy Period. “Execution Date” has the meaning specified in the preamble. “Federal Tax Certificate” means the executed Federal Tax Certificate delivered by Project Participant in the form attached as Exhibit D.

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“FERC” means the Federal Energy Regulatory Commission or any successor thereto.
“Firm (LD)” means, with respect to a Party’s obligation to sell and deliver or purchase and receive, that such Party’s liability for the failure to meet such obligation shall only be excused to the extent that, and for the period during which, such performance is prevented by Force Majeure, and that in the absence of Force Majeure, the Party to which performance of such obligation is owed shall be entitled to receive from the Party which failed to deliver/receive an amount determined pursuant to Article IV.
“Fixed Price” means $52.852/MWh with respect to Base Quantities and $82.143/MWh with respect to Assigned Prepay Quantities outside of the Initial Assignment Periods, which are the fixed prices under the Buyer Swap (as defined in the Master Power Supply Agreement).
“Force Majeure” means an event or circumstance which prevents one Party from performing its obligations under this Agreement, which event or circumstance was not anticipated as of the date this Agreement was executed, which is not within the reasonable control of, or the result of the negligence of, the Claiming Party, and which, by the exercise of due diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided; provided that, for the avoidance of doubt, the declaration of “Force Majeure” by an APC Party under a PPA (as defined in an Assignment Agreement) shall constitute Force Majeure hereunder. Force Majeure shall include, provided the criteria in the first sentence are met, riot, insurrection, war, labor dispute, natural disaster, vandalism, terrorism, sabotage. Force Majeure shall not be based on (i) the loss of Project Participant’s markets; (ii) Project Participant’s inability economically to use or resell the Product purchased hereunder; (iii) the delay, loss or failure of Issuer’s supply; or (iv) Issuer’s ability to sell the Product at a higher price. Neither Party may raise a claim of Force Majeure based in whole or in part on curtailment by a Transmission Provider unless (x) such Party has contracted for firm transmission with a Transmission Provider for the Product to be delivered to or received at the applicable Delivery Point and (y) such curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the Transmission Provider’s tariff; provided, however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred. Force Majeure invoked by Prepay LLC under the Master Power Supply Agreement shall constitute Force Majeure in respect of Issuer hereunder to the extent the conditions set forth above have been satisfied with respect to Prepay LLC.

Notwithstanding the foregoing or anything to the contrary herein, to the extent that an Assignment Agreement is terminated early, such termination shall constitute Force Majeure with respect to Issuer hereunder until the earlier of (I) the commencement of an “Assignment Period” under a replacement Assignment Agreement, (II) the commencement of a J. Aron EPS Energy Period or (III) the end of the second Month following the Month in which such early termination occurs. “Government Agency” means the United States of America, any state thereof, any municipality, or any local jurisdiction, or any political subdivision of any of the foregoing,

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including, but not limited to, courts, administrative bodies, departments, commissions, boards, bureaus, agencies, or instrumentalities.
“Governmental Approval” means any authorization, consent, approval, license, ruling, permit, exemption, variance, order, judgment, registration, filing, giving of notice to, decree, declaration of or regulation by any Government Agency relating to the valid execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby.
“Hour” means the 60-minute period commencing at 00:00 (LPT) on first Day of the Delivery Period and ending at 01:00 (LPT) on the first Day of the Delivery Period, and each 60-minute interval thereafter.
“Initial Assigned Rights and Obligations” means the Assigned Rights and Obligations set forth in Exhibit A-2 hereto as of the date hereof. “Initial Assignment Periods” means the Assignment Periods for the Initial Assigned Rights and Obligations specified in Exhibit A-2 hereto as of the date hereof. “Initial Reset Period” has the meaning specified in Exhibit H. “Interest Rate Period” has the meaning specified in the Trust Indenture. “Issuer” has the meaning specified in the preamble.
“Issuer Default” has the meaning specified in Section 17.1. “ISTs” has the meaning specified in Section 5.1(a).
“J. Aron” means J. Aron & Company LLC, a New York limited liability company, and its permitted successors and assigns under an Assignment Agreement. “J. Aron EPS Energy Period” has the meaning specified in Section 6.1(c). “J. Aron Fixed Payment” has the meaning specified in the PPA Custodial Agreement.
“J. Aron Prepay Payment” has the meaning specified in the PPA Custodial Agreement.
“Joint Powers Act” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.).
“Joint Powers Agreement” means that certain Joint Powers Agreement dated December 19, 2008, as amended from time to time, under which Project Participant is organized as a Joint Powers Authority in accordance with the Joint Powers Act.

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“Law” means any statute, law, rule or regulation or any written judicial or administrative decision, ruling or interpretation with respect thereto or thereof having the effect of the foregoing enacted, promulgated, or issued by a Government Agency whether in effect as of the Execution Date or at any time during the term of this Agreement. “Long-Term PCC1 Product” means bundled renewable energy and RECs meeting the requirements of Portfolio Content Category 1, and the California Long-Term Contracting Requirements, to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.
“LPT” means the local prevailing time then in effect in the State of California. “Mandatory Purchase Date” has the meaning specified in the Trust Indenture. “Master Power Supply Agreement” has the meaning specified in the recitals. “Minimum Discount Percentage” has the meaning specified in Exhibit H. “Month” means a period beginning on the first Day of a calendar month and ending immediately prior to the commencement of the first Day of the next calendar month. “Monthly Discount Percentage” has the meaning specified in Exhibit H. “Municipal Utility” means any Person that (i) is a “governmental person” as defined in the implementing regulations under Section 141 of the Code and any successor provision, (ii) owns either or both a gas distribution utility or an electric distribution utility (or provides natural gas or electricity at wholesale to, or that is sold to entities that provide natural gas or electricity at wholesale to, governmental Persons that own such utilities), and (iii) agrees in writing to use the gas or electricity purchased by it (or cause such gas or electricity to be used) for a qualifying use as defined in U.S. Treas. Reg. § 1.148-1(e)(2)(iii). “MWh” means megawatt-hour.
“Non-Priority Products” means any Products that are not Priority Products. “Party” has the meaning specified in the preamble.
“PCC1 Product” means bundled renewable energy and RECs meeting the requirements of Portfolio Content Category 1 to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.
“Person” means any individual, limited liability company, corporation, partnership, joint venture, trust, unincorporated organization, or Government Agency. “Portfolio Content Category 1” or “PCC1” means any Renewable Energy Credit associated with the generation of electricity from an Eligible Renewable Energy Resource consisting of the portfolio content set forth in California Public Utilities Code

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Section 399.16(b)(1), as may be amended from time to time or as further defined or supplemented by Law.
“Potential Remarketing Termination Event” has the meaning specified in Section

3.5(b).
“PPA Custodial Agreement” means that certain Consolidated, Amended and Restated PPA Custodial Agreement, dated as of the Bond Closing Date, by and among Project Participant, Issuer, J. Aron and the PPA Custodian.
“PPA Custodian” means U.S. Bank Trust Company, National Association, a national banking association.
“Prepay LLC” has the meaning stated in the recitals.
“Primary Delivery Point” has the meaning specified in Section 5.1(a). “Priority Products” means the Base Quantity and Assigned Products to be purchased by Project Participant under this Agreement, together with Products that (i) Project Participant is obligated to take under a long-term agreement, which Products either have been purchased by Project Participant or a joint action agency pursuant to a long-term prepaid power purchase agreement using the proceeds of bonds, notes, or other obligations, the interest on which is excluded from income for federal income tax purposes, or (ii) with respect to Energy, Energy that is generated using capacity that was constructed using the proceeds of bonds, notes, or other obligations, the interest on which is excluded from income for federal income tax purposes (provided that, for the avoidance of doubt, Priority Products shall not include Energy that is generated using capacity that was wholly or partially financed through the monetization of renewable tax credits, whether such monetization is accomplished through a tax equity investment or otherwise, or that is generated from federally owned and operated hydroelectric facilities, including through the United States Army Corps of Engineers and the United States Bureau of Reclamation, and marketed by the Bonneville Power Administration or the Western Area Power Administration).
“Product” means Energy and, to the extent included in an Assignment Agreement, associated RECs or other products related to the foregoing; provided that the inclusion of any Product in an Assignment Agreement is subject to the limitation set forth in Exhibit F. “Project Participant” has the meaning specified in the preamble. “Project Participant Default” has the meaning specified in Section 17.2. “Qualifying Use Requirements” means, with respect to any Product delivered under this Agreement, such Product is used (i) for a “qualifying use” as defined in U.S. Treas.

Reg. § 1.148-1(e)(2)(iii), (ii) in a manner that will not result in any “private business use” within the meaning of Section 141 of the Code, and (iii) in a manner that is consistent with the Federal Tax Certificate attached as Exhibit D.

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“Re-Pricing Agreement” means the Re-Pricing Agreement, dated as of the Bond Closing Date (as defined in the Master Power Supply Agreement), by and between Prepay LLC and Issuer.
“Real-Time Market Price” has the meaning specified on Exhibit A-1 for each Delivery Point.
“Remarketing Termination Deadline” means, for any Reset Period, the last date and time by which Project Participant may provide a Remarketing Election Notice, which shall be 4:00 p.m. LPT on the 10th day of the Month (or, if such day is not a Business Day, the next succeeding Business Day) prior to the first delivery Month of a Reset Period. “Remarketing Termination Notice” has the meaning specified in Section 3.5(b). “Renewable Energy Credit” or “REC” has the meaning specified for “Renewable Energy Credit” in California Public Utilities Code Section 399.12(h), as may be amended from time to time or as further defined or supplemented by Law. “Replacement Assigned Rights and Obligations” means any Assigned Rights and Obligations other than the Initial Assigned Rights and Obligations. “Replacement Price” means, with respect to any Shortfall Quantity of Base Quantities, the price at which Project Participant, acting in a Commercially Reasonable manner, purchases at the applicable Delivery Point Replacement Product for such Shortfall Quantity, plus (i) costs reasonably incurred by Project Participant in purchasing Replacement Product, and (ii) additional transmission charges, if any, reasonably incurred by Project Participant to the applicable Delivery Point, or at Project Participant’s option, the market price at the Delivery Point for such Product not delivered as determined by Project Participant in a Commercially Reasonable manner.

The Replacement Price for any Shortfall Quantity shall not include any administrative or other internal costs incurred by Project Participant and shall be limited to a price that is Commercially Reasonable with respect to the timing and manner of purchase. In no event shall the Replacement Price include any penalties, ratcheted demand or similar charges, nor shall Project Participant be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize Issuer’s liability.
“Replacement Product” means any Energy purchased by Project Participant to replace any Shortfall Quantity at the Delivery Point where such Shortfall Quantity occurred; provided that such Energy is purchased for delivery in the Delivery Hour to which such Shortfall Quantity relates.
“Reset Period” means each “Reset Period” under the Re-Pricing Agreement. “Reset Period Notice” has the meaning specified in Section 3.5(a). “RPS Law” means the California Renewable Energy Resources Act, including the California Renewables Portfolio Standard Program, Article 16 of Chapter 2.3, Division 1 of the

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California Public Utilities Code, as implemented and amended from time to time, and any successor Law.
“Schedule”, “Scheduled” or “Scheduling” means the actions of Issuer, Project Participant and/or their designated representatives, including each Party’s Transmission Providers, if applicable, of notifying, requesting and confirming to each other the quantity and type of Product to be delivered during any given portion of the Delivery Period at a specified Delivery Point. “Shortfall Quantity” has the meaning specified in Section 4.1(a). “Transmission Provider” means any entity or entities transmitting or transporting the Product on behalf of Issuer or Project Participant to or from the Delivery Point. “Trustee” means U.S. Bank Trust Company, National Association, a national banking association, and its successors as trustee under the Trust Indenture. “Trust Indenture” means (i) the Trust Indenture to be entered into prior to the commencement of the Delivery Period between Issuer and the Trustee, as supplemented and amended from time to time in accordance with its terms, and (ii) any trust indenture entered into in connection with the commencement of any Interest Rate Period after the initial Interest Rate Period between Issuer and the Trustee containing substantially the same terms as the indenture described in clause (i) and which is intended to replace the indenture described in clause (i) as of the commencement of such Interest Rate Period.
“Utility Revenues” means all income, rents, rates, fees, charges and other moneys derived from the ownership or operation of Project Participant’s electric system, including, without limiting the generality of the foregoing, (1) all income, rents, rates, fees, charges, or other moneys derived by the Project Participant from the sale, furnishing and supplying of the electric capacity or energy or other services, facilities, and commodities sold, furnished or supplied through the facilities of or in the conduct or operation of the business of the Project Participant’s electric system, (2) the earnings on and income derived from the investment of such income, rents, rates, fees, charges, or other moneys to the extent that the use of such earnings and income is limited to Project Participant’s electric system by or pursuant to law, (3) deferred revenues and moneys maintained in the Project Participant’s operating reserve fund and (4) such other income, charges, revenue or moneys maintained in reserves as the Project Participant may specify in a written order of the Project Participant filed with the Issuer, but excluding (A) in all cases customers’ deposits or any other deposits or advances subject to refund until such deposits or advances have become the property of the Project Participant; and (B) such other income, charges, revenue or moneys as the Project Participant may specify in a written order of the Project Participant filed with the Issuer, provided that such written order of the Project Participant confirms that, following the filing of such written order of the Project Participant, (i) the requirements of Section 14.7 shall be satisfied; and (ii) the income, charges, revenue or moneys specified in such written order of the Project Participant shall be accounted for separately from the “Utility Revenues” as defined herein “Voided Remarketing Termination Notice” has the meaning specified in Section

3.5(b).

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“Western EIM” has the meaning ascribed to “Energy Imbalance Market (EIM)” under the CAISO Tariff.
“WREGIS” means the Western Renewable Energy Generation Information System or its successor.

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

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

ARTICLE II.

DELIVERY PERIOD; NATURE OF CLEAN ENERGY PROJECT; CONDITION

PRECEDENT
Section 2.1 Delivery Period. Subject to Section 2.3, delivery of Product by Issuer to Project Participant shall commence at the beginning of the Delivery Period and shall continue throughout the Delivery Period.

Section 2.2 Nature of Clean Energy Project. Project Participant acknowledges and agrees that Issuer will meet its obligations to provide Product to Project Participant under this Agreement exclusively through its purchase of Product from Prepay LLC pursuant to the Master Power Supply Agreement and that Issuer is financing its purchase of such supplies through the issuance of the Bonds.

Section 2.3 Condition Precedent. Notwithstanding anything to the contrary herein, commencement of deliveries and the rights and obligations of Issuer and Project Participant hereunder are subject to the condition precedent that Issuer shall have entered into the Master Power Supply Agreement and shall have issued the Bonds.

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Section 2.4 Pledge of this Agreement. Project Participant acknowledges and agrees that Issuer will pledge its right, title and interest under this Agreement and the revenues to be received under this Agreement to secure Issuer’s obligations under the Trust Indenture.

ARTICLE III.

SALE AND PURCHASE; PRICING
Section 3.1 Sale and Purchase of Product. Issuer shall sell and deliver or cause to be delivered to Project Participant, and Project Participant shall purchase and receive from Issuer, the applicable Product in the quantities and at the times and subject to the terms and conditions set forth in this Agreement. The quantities of Product to be sold and purchased and delivered and received pursuant to the terms and conditions set forth in this Agreement shall be equal to (a) the Base Quantity, if any, for each Delivery Hour and (b) the Assigned Quantity delivered to J. Aron in each Month of the Delivery Period pursuant to the Assignment Agreements.

Section 3.2 Payments.
(a) For each Month for which an EPS Energy Period is in effect at the start of such Month:
(i) Project Participant shall pay Issuer the Contract Price multiplied by the Assigned Prepay Quantities actually delivered for such Month, provided that Issuer shall owe a payment to Project Participant to the extent that the Contract Price for Assigned Prepay Quantities is negative; and
(ii) Pursuant to the terms of the PPA Custodial Agreement, Project Participant shall owe a separate CPA Gross Payment for each Assigned PPA consistent with the terms of the PPA Custodial Agreement, and, upon satisfying its obligations under the PPA Custodial Agreement in respect of such amount (after taking into consideration any PPA Seller Payment Obligation (as such term is defined in the PPA Custodial Agreement) credited to CPA in respect thereof), any portion of such amount attributable to Assigned PAYGO Product shall be deemed to be paid by Project Participant to the applicable APC Party on behalf of J. Aron and shall satisfy the obligations of the respective parties under each of the Electricity Sale and Service Agreement, the Master Power Supply Agreement, this Agreement and the applicable Assignment Agreement for such Assigned PAYGO Product.
(b) To the extent that Base Quantities are delivered hereunder in any Month, Project Participant shall pay Issuer the Contract Price multiplied by the Base Quantities actually delivered.

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(c) The Contract Price for Assigned Energy is inclusive of any amounts due in respect of other Assigned Products.

Section 3.3 Limited Obligation to Take Base Quantities. Notwithstanding anything to the contrary in this Agreement, Project Participant shall not be required to purchase and receive any Base Quantities hereunder, and Issuer, with respect to any Base Quantities that otherwise would be delivered hereunder, shall cause Prepay LLC to remarket such Base Quantities pursuant to the provisions of Exhibit C to the Master Power Supply Agreement.

Section 3.4 Annual Refund. In addition to any Monthly Discount Percentage applied to Energy Scheduled hereunder, Issuer shall credit such Annual Refund to Project Participant as may be available for distribution by Issuer pursuant to Section 5.12 of the Trust Indenture, subject to the provisions of this Section 3.4. Such Annual Refund, if any, shall be credited to the next amount due from Project Participant following the release of funds for such purpose to Issuer under the terms of the Trust Indenture. In determining the amount of such Annual Refund, if any, to be credited to Project Participant, Issuer may reserve such funds (i) as may be required under the terms of the Trust Indenture or (ii) with the prior written consent of Project Participant (a) to fund or maintain the Minimum Discount Percentage for any future Reset Period, (b) to fund or maintain any rate stabilization or working capital reserve, (c) to reserve or account for unfunded liabilities and expenses or (d) for other costs of the Clean Energy Project.

Section 3.5 Reset Period Remarketing.
(a) Reset Period Notice. For each Reset Period, Issuer shall provide to Project Participant, at least ten (10) days prior to the Remarketing Termination Deadline, written notice (a “Reset Period Notice”) setting forth (i) the duration of such Reset Period, (ii) the estimated Available Discount Percentage for such Reset Period, and (iii) the applicable Remarketing Termination Deadline. Issuer may thereafter update such notice at any time prior to the Remarketing Termination Deadline, provided that Issuer may extend the Remarketing Termination Deadline only to the extent consented to in writing by J. Aron. (b) Remarketing Termination. If the Reset Period Notice (or any update thereto) for any Reset Period indicates that the estimated Available Discount Percentage specified in such notice is not at least equal to the Minimum Discount Percentage for such Reset Period, then: (i) a “Potential Remarketing Termination Event” shall be deemed to exist, and (ii) Project Participant may, not later than the Remarketing Termination Deadline, issue a written notice in the form attached hereto as Exhibit C (a “Remarketing Termination Notice”) to Issuer, Prepay LLC and the Trustee electing for this Agreement and the Assignment Agreements to be terminated; provided, however, if Issuer and Prepay LLC are able to achieve an actual Available Discount Percentage, as finally determined under the Re-Pricing Agreement, that is equal to or greater than the Minimum Discount Percentage, then Project Participant’s Remarketing Termination Notice shall be void (any such notice, a “Voided Remarketing Termination Notice”) and this Agreement shall remain in full force and effect for such Reset Period. If Project Participant issues a valid Remarketing Termination Notice (other than a Voided Remarketing Termination Notice) in accordance with this Section 3.5(b), the Delivery Period hereunder shall terminate as of the end of the then-current Reset Period (i.e., as of the end of the Reset Period preceding the Reset Period for

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which Project Participant issues a valid Remarketing Termination Notice other than a Voided Remarketing Termination Notice).
(c) Final Determination of Available Discount Percentage. The Parties acknowledge and agree that the final Available Discount Percentage for any Reset Period following the Initial Reset Period will be determined on the Re-Pricing Date (as defined in the Re-Pricing Agreement) for such Reset Period, and that such Available Discount Percentage may differ from the estimate or estimates of such Available Discount Percentage last provided to Project Participant prior to the Remarketing Termination Deadline for such Reset Period; provided that the Available Discount Percentage for any Reset Period will not be less than the lower of (i) the last estimated Available Discount Percentage set forth in the Reset Period Notice for such Reset Period (or any update thereof) sent to Project Participant by Issuer and (ii) the Minimum Discount Percentage for Reset Period.

ARTICLE IV.

FAILURE TO SCHEDULE PRODUCT
Section 4.1 Issuer’s Failure to Schedule Base Quantity (Not Due to Force Majeure). (a) Shortfall Quantity. If, for any Delivery Hour during the Delivery Period, Issuer breaches its obligation to Schedule or deliver all or any portion of the Base Quantity, after giving effect to reductions for Assigned Energy at any Delivery Point pursuant to the terms of this Agreement, then the portion of the Base Quantity that Issuer failed to Schedule or deliver shall be a “Shortfall Quantity”.
(b) Issuer Cover Damage Payments. To the extent Project Participant actually purchases Replacement Product with respect to any Shortfall Quantity, then Issuer shall pay to Project Participant the result determined by the following formula:

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

P = The amount payable by Issuer under this Section 4.1(b); Q = The quantity of Replacement Product purchased;
RP = The Replacement Price;
CP = The Contract Price that would have applied to such Product; and AF = The Administrative Fee.

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(c) Project Participant Obligation to Mitigate. Project Participant shall exercise Commercially Reasonable Efforts to mitigate Issuer’s damages paid by Issuer hereunder.

Section 4.2 Project Participant’s Failure to Schedule or Take Base Quantities (Not Due to Force Majeure). If, for any Delivery Hour during the Delivery Period, Project Participant breaches its obligation to Schedule or take all or any portion of the Base Quantity at any Delivery Point pursuant to the terms of this Agreement, then Project Participant shall remain obligated to pay Issuer the Contract Price for such Base Quantity. Issuer shall credit to Project Participant’s account any net revenues Issuer may receive from Prepay LLC under the Master Power Supply Agreement in connection with the ultimate sale of any such Product by Prepay LLC to Municipal Utilities or, if necessary, other Project Participants, up to the Contract Price.

Section 4.3 Failure to Deliver or Take Due to Force Majeure. If with respect to all or any portion of Base Quantities or Assigned Prepay Quantities:
(a) Project Participant fails to take or fails to deliver all or any portion of the such quantities at any Delivery Point pursuant to the terms of this Agreement; and (b) such failure is due to Force Majeure claimed by either Party, then the Parties shall have no payment obligations with respect to such quantities hereunder.

Section 4.4 Assigned Products. Notwithstanding anything herein to the contrary, neither Project Participant nor Issuer shall have any liability or other obligation to one another for any failure to Schedule, take, or deliver Assigned Products.

Section 4.5 Sole Remedies. Except with respect to the termination of this Agreement pursuant to Article XVII, the remedies set forth in this Article IV shall be each Party’s sole and exclusive remedies for any failure by the other Party to Schedule, deliver or take Product, as applicable, pursuant to this Agreement.

ARTICLE V.

DELIVERY POINTS; SCHEDULING
Section 5.1 Delivery Points.
(a) Base Delivery Points. All Base Product delivered under this Agreement shall be Scheduled for delivery and receipt at (i) the Delivery Point set forth in Exhibit A-1 (the “Primary Delivery Point”) or (ii) any other point (an “Alternate Delivery Point”) that has been mutually agreed by Issuer, Project Participant and Prepay LLC (the Primary Delivery Point or, to the extent specified, any Alternate Delivery Point being the “Base Delivery Point”). Delivery of Energy to Project Participant at the Primary Delivery Point shall be facilitated through submission of Inter-SC Trades, as defined in the CAISO Tariff (“ISTs”). Project Participant shall designate a scheduling coordinator in the CAISO market for this purpose as specified in Exhibit G.

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(b) Alternate Base Market Prices. The Day-Ahead Market Price and Real-Time Market Price for each Alternate Delivery Point, as applicable, shall be the price mutually agreed and identified by the Parties, or if no such price is identified for such Alternate Delivery Point, the Day-Ahead Market Price and Real-Time Market Price, as applicable, specified on Exhibit A-1 for the Primary Delivery Point from which quantities are being shifted to such Alternate Delivery Point.
(c) Assigned Energy Delivery Points. Assigned Energy delivered under this Agreement shall be Scheduled for delivery and receipt at the applicable Assigned Delivery Point specified in the applicable Assignment Agreement. All other Assigned Products shall be delivered consistent with the terms of the applicable Assignment Agreement Section 5.2 Transmission and Scheduling. Issuer shall Schedule or arrange for Scheduling services with CAISO in accordance with the CAISO Tariff, to deliver the Base Product to the Base Delivery Point. Project Participant shall Schedule or arrange for Scheduling services with CAISO in accordance with CAISO Tariff, to receive the Base Product at the Base Delivery Point. If Prepay LLC Schedules or arranges for Scheduling services, to deliver Base Product to the Base Delivery Point, then Issuer’s obligations under this Section shall be relieved pro tanto.

Scheduling of Assigned Energy shall be in accordance with the applicable Assignment Agreement.

Section 5.3 Title and Risk of Loss. Title to and risk of loss of the Product delivered under this Agreement shall pass from Issuer to Project Participant at the applicable Delivery Point.

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

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

Section 5.4 PCC1 Product and Long-Term PCC1 Product. Notwithstanding any other provision of this Agreement to the contrary, to the extent that any Assigned Products are PCC1 Product or Long-Term PCC1 Product, the following provisions apply:
(a) Eligibility. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buyer qualifies under the

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requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC 6, Non-Modifiable. (Source: D.07-11-025, Attachment A.) D.08-04-009].
(b) Transfer of Renewable Energy Credits. Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08-028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC REC-1, Non-modifiable. D.11-01-025].
(c) Tracking of RECs in WREGIS. Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. [STC REC-2, Non-modifiable. D.11-01- 025]. With respect to Sections 5.4(a) through (c), “Seller” means “Issuer”, Buyer means “Project Participant”, and any other capitalized terms not otherwise defined therein shall have the meaning specified in the Assigned PPA. (d) Governing Law. 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 California, without regard to principles of conflicts of law. To the extent enforceable at such time, each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement. [STC 17, Non-Modifiable. (Source: D.07-11- 025, Attachment A) D.08-04-009]
(e) Issuer Representations and Warranties.

Issuer represents and warrants:
(i) Issuer has the right to sell the Assigned Products from the Applicable Project;
(ii) Issuer has not sold the Assigned Products or any REC or other attributes of the Assigned Products to be transferred to Project Participant to any other person or entity;

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(iii) The Energy component of the Assigned Products produced by the Applicable Project and purchased by Issuer for resale to Project Participant hereunder is not being sold by Issuer back to the Applicable Project or APC Party;
(iv) Assigned Products to be purchased and sold pursuant to this Agreement has not been committed to another party;
(v) The Assigned Products are free and clear of all liens or other encumbrances;
(vi) Issuer will deliver to Project Participant all Assigned Energy and associated RECs generated by the Applicable Project for Long-Term PCC1 Product in compliance with the California Long-Term Contracting Requirements, if applicable;
(vii) The Assigned Products supplied to Project Participant under this Agreement that is Long-Term PCC1 Product will be sourced solely from Applicable Projects that have an Assignment Period of ten years or more in length, or otherwise in compliance with the California Long Term Contracting Requirements; and
(viii) Issuer will cooperate and work with Project Participant, the CEC, and/or the CPUC to provide any documentation required by the CPUC or CEC to support the Product’s classification as a Portfolio Content Category 1 Product as set forth in California Public Utilities Code Section 399.16(b)(1) or, if applicable, or compliance with the California Long-Term Contracting Requirements.

Issuer further represents and warrants to Project Participant that, to the extent that the Product sold by Issuer is a resale of part or all of a contract between Issuer and one or more third parties, Issuer represents, warrants and covenants that the resale complies with the following conditions in (i) through (iv) below during the Assignment Period and throughout the generation period:
(i) The original upstream third-party contract(s) meets the criteria of California Public Utilities Code Section 399.16(b)(1);
(ii) This Agreement transfers only electricity and RECs that have not yet been generated prior to the Assignment Period;
(iii) The electricity transferred by this Agreement is transferred to Project Participant in real time; and
(iv) If the Applicable Project has an agreement to dynamically transfer electricity to a California balancing authority, the transactions implemented under this Agreement are not contrary to any condition imposed by a balancing authority participating in the dynamic transfer arrangement.

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(f) Subsequent Changes in Law. In the event that the qualifications or requirements of the RPS program, PCC1 Product or the California Long-Term Contracting Requirements change, Issuer shall take commercially reasonable actions to meet the amended qualifications or requirements of the RPS Law, PCC1 Product or the California Long-Term Contracting Requirements but will not be required to incur any unreimbursed costs to comply with the RPS Law, PCC1 or the California Long- Term Contracting Requirements, collectively. (g) Limitations. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree as follows:
(i) Issuer has relied exclusively upon the representations and warranties of each respective APC Party set forth in the Assigned PPAs in making the representations and warranties set forth in this Section 5.4 and has not performed any independent investigation with respect thereto; (ii) J. Aron has agreed pursuant to the Electricity Sale and Service Agreement to terminate the applicable Assignment Period in the event that any representation or warranty in this Section 5.4 proves to be incorrect in any respect; and
(iii) Project Participant agrees that its sole recourse for any breach of the provisions of this Section 5.4 shall be the termination of the applicable Assignment Period and Project Participant shall have no other recourse against Issuer or remedies under this Agreement.

Section 5.5 Communications Protocol. With respect to the Scheduling and delivery of Base Quantities, Issuer and Project Participant shall comply with the communications protocol set forth in Exhibit G. Scheduling and transmission of Assigned Energy shall be in accordance with the applicable Assignment Agreement pursuant to which the Project Participant shall act as scheduling agent for each of J. Aron, Prepay LLC and Issuer.

Section 5.6 Deliveries within CAISO or another Balancing Authority. The Parties acknowledge that Energy delivered by Issuer at a Delivery Point within CAISO or another Balancing Authority (including a Balancing Authority operating within the Western EIM) will be delivered in accordance with the CAISO Tariff and rules of the Balancing Authority as applicable.

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

Section 5.7 Assigned Products. Notwithstanding anything to the contrary herein, except as provided in Section 6.3, Issuer shall have no liability under this Article V with respect to any Assigned Products.

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ARTICLE VI.

ASSIGNMENT OF POWER PURCHASE AGREEMENTS
Section 6.1 Assignments Generally.
(a) Initial Assigned Rights and Obligations. Prior to the commencement of the Delivery Period, Project Participant agrees to exercise Commercially Reasonable Efforts to assign the Initial Assigned Rights and Obligations to J. Aron.
(b) Assignments of Replacement Assigned Rights and Obligations.

Commencing (i) one year prior to the expiration of any EPS Energy Period or (ii) otherwise immediately upon the early termination or anticipated early termination of a EPS Energy Period or a failure to assign any portion of the Initial Assigned Rights and Obligations, Project Participant shall exercise Commercially Reasonable Efforts and cooperate with J. Aron in good faith to assign a portion of Project Participant’srights and obligations (the “Assigned Rights and Obligations”) under one or more power purchase agreements (each such agreement, an “Assignable Power Contract”) pursuant to which Project Participant is purchasing EPS Compliant Energy, RECs and other products that may be assigned pursuant to Exhibit F. The Parties recognize that, in the case of such an assignment, J. Aron will be obligated to sell and deliver Assigned Products it receives under all Assigned Rights and Obligations to Prepay LLC under the terms of the Electricity Sale and Service Agreement, and Prepay LLC will be obligated to deliver such Product to Issuer under the terms of the Master Power Supply Agreement. To be effective hereunder, any assignment of Replacement Assigned Rights and Obligations must be proposed, agreed and consented to in accordance with Exhibit F and the Master Power Supply Agreement.
(c) J. Aron Procurement of EPS Compliant Energy. Under certain circumstances specified in Section 6.1(c) of the Electricity Sale and Service Agreement, J. Aron is obligated to exercise Commercially Reasonable Efforts to obtain EPS Compliant Energy for ultimate redelivery to Project Participant hereunder, and, in such case, Project Participant shall cooperate in good faith with J. Aron in connection therewith, provided that:
(i) J. Aron’s procurement of any such EPS Compliant Energy for ultimate redelivery hereunder shall be subject to Project Participant’s prior written consent, with such consent not to be unreasonably withheld, provided, for the avoidance of doubt, that it shall be reasonable for Project Participant to withhold its consent based on the requirements of the EPS or other regulatory requirements;
(ii) Issuer and Project Participant shall act in good faith and in a Commercially Reasonable manner to negotiate appropriate amendments to

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this Agreement to facilitate the delivery of such EPS Compliant Energy, including with respect to the Delivery Point, consequences of failing to deliver or receive and scheduling matters;
(iii) the period of delivery for any such EPS Compliant Energy (any such period, a “J. Aron EPS Energy Period”) shall not exceed the length, as applicable, of (A) the then-current Reset Period if such EPS Compliant Energy is obtained for delivery for the remainder of a Reset Period and (B) the length of the next succeeding Reset Period if such EPS Compliant Energy is obtained for delivery commencing in such succeeding Reset Period; and
(iv) during a J. Aron EPS Energy Period, if requested by J. Aron, Project Participant shall continue to exercise Commercially Reasonable Efforts and cooperate with J. Aron in good faith to assign Assigned Rights and Obligations to J. Aron under an Assignable Power Contract. (d) Amendments. Project Participant and Issuer agree to seek the written consent of J. Aron prior to any amendment to this Article VI or Exhibit F hereto.

Section 6.2 Failure to Obtain EPS Compliant Energy. To the extent an EPS Energy Period terminates or expires and Project Participant and J. Aron have been unable to obtain EPS Compliant Energy for delivery hereunder pursuant to the provisions of Section 6.1, then, until EPS Compliant Energy is obtained for delivery hereunder, Prepay LLC shall remarket Project Participant’s Base Quantities pursuant to the provisions of Exhibit C to the Master Power Supply Agreement, subject to the following:
(a) Project Participant’s and J. Aron’s obligations set forth in Section

6.1 shall continue to apply; and
(b) Project Participant shall not make any new commitment to purchase Priority Products during such a remarketing.

Section 6.3 Adjustments to Base Quantities. The Base Quantity Reductions set forth on Exhibit A-1 hereto have been calculated as described in Exhibit F hereto. Effective upon the first day of the third Month following the early termination of an EPS Energy Period for any reason, Issuer shall revise Exhibits A-1 and A-2 to (a) update the Base Quantity Reductions as provided in Exhibit F to the extent a subsequent EPS Energy Period will commence on such date or (b) reverse such Base Quantity Reductions associated with the EPS Energy Period that terminated for all remaining Hours in the Delivery Period to the extent a replacement EPS Energy Period will not commence on such date. In the case of any other commencement of a subsequent EPS Energy Period, Issuer shall revise (i) the Base Quantity Reductions in Exhibit A-1 as provided by Exhibit F hereto and (ii) Exhibit A-2 to reflect the details for such EPS Energy Period.

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Section 6.4 J. Aron Non-Payment to APC Party. To the extent that (a) J. Aron fails to pay when due any J. Aron Prepay Payment and (b) Project Participant makes a payment for such amounts to the applicable APC Party, Project Participant shall provide notice thereof to Issuer upon Project Participant’s payment to the applicable APC Party and Issuer shall make a payment to Project Participant in the amount of such non-payment.

ARTICLE VII.

USE OF PRODUCT
Section 7.1 Tax Exempt Status of the Bonds. Project Participant acknowledges that the Bonds will be issued with the intention that the interest thereon will be exempt from federal taxes under Section 103 of the Code. Accordingly, Project Participant agrees that it will (a) provide such information with respect to its community choice aggregation program as may be requested by Issuer in order to establish the tax-exempt status of the Bonds, and (b) act in accordance with such written instructions as Issuer may provide from time to time in order to maintain the tax-exempt status of the Bonds. Project Participant further agrees that it will not at any time take any action, or fail to take any action, that, if taken or omitted, respectively, would adversely affect the tax-exempt status of the Bonds.

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

Section 7.3 Assistance with Sales to Third Parties. If (a) (i) a quantity of Assigned Products less than the Assigned Prepay Quantity is delivered hereunder in any Month during an Assignment Period for any reason other than Force Majeure or (ii) an Assigned PPA FM Remarketing Event has occurred and is in effect (as defined in Exhibit F to the Master Power Supply Agreement), (b) Issuer is required under Section 3.3 to cause Base Quantities that otherwise would be delivered hereunder to be remarketed or (c) notwithstanding Project Participant’s compliance with Section 7.1, Project Participant does not require all or any portion of the Assigned Prepay Quantity to meet its requirements for Energy that it is obligated to purchase under this Agreement as a result of (i) insufficient demand by Project Participant’s retail customers or (ii) a change in Law, Project Participant may, with reasonable notice issued in the form of a remarketing notice in accordance with Exhibit G, request (and, in the case of clauses (a) and (b), shall be deemed to request) that Prepay LLC, as permitted by the Master Power Supply Agreement, sell such portion of such Base Quantities or Assigned Products (I) to another Municipal Utility, or (II) if necessary, to another purchaser. Any remarketing notice issued under clause (c)(ii) above shall constitute a Structural Remarketing Notice (as defined in the Master Power Supply Agreement) and shall be subject to the requirements set forth in the Master Power Supply Agreement. If Prepay LLC makes such a sale under Exhibit C to the Master Power Supply Agreement, Issuer shall credit against the amount owed by Project Participant to Issuer hereunder the amount received by Issuer from Prepay LLC for such sales less all reasonable costs and expenses directly incurred by Issuer, including but not limited to remarketing administrative

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charges paid by it to Prepay LLC under the Master Power Supply Agreement, but in no event shall the amount of such credit be more than the Contract Price for the Energy so sold.

Section 7.4 Qualifying Use. Without limiting Project Participant’s other obligations under this Article VII, Project Participant agrees that, subject to Section 7.5, it will use all of the Product purchased under this Agreement in compliance with the Qualifying Use Requirements.

Project Participant agrees that it will provide such additional information, records and certificates as Issuer may reasonably request to confirm Project Participant’s compliance with this Section 7.4.

Section 7.5 Remediation.
(a) The Parties acknowledge that Project Participant may at times inadvertently remarket Products received hereunder in a manner that does not comply with Qualifying Use Requirements due to daily and hourly fluctuations in Project Participant’s Product needs. To the extent Project Participant does so, Project Participant shall (a) exercise Commercially Reasonable Efforts to use any Disqualified Sale Proceeds of such remarketing to purchase Products (other than Priority Products) that Project Participant then uses in compliance with the Qualifying Use Requirements and (b) reserve funds in an amount equal to any Disqualified Sale Proceeds until such Disqualified Sale Proceeds are remediated or transferred to the Trustee pursuant to Section 7.6(b) below. (b) To the extent that all or any portion of Assigned Quantities or Base Quantities are remarketed under Section 3.3 or under Section 7.3, as applicable, and any such remarketing results in a Ledger Entry (as defined in the Master Power Supply Agreement), Project Participant agrees that it shall (i) exercise Commercially Reasonable Efforts to use an amount equivalent to the remarketing proceeds associated with such any such Ledger Entry to purchase Non-Priority Products and use such Non-Priority Products in compliance with the Qualifying Use Requirements in order to remediate such Ledger Entries; and (ii) apply its purchases of Non-Priority Products to remediate any such proceeds under the Master Power Supply Agreement prior to remediating such proceeds under any other contract that provides for the purchase of Priority Products. To track compliance with Project Participant’s obligations under this Section 7.5(b), Project Participant shall deliver a remediation certificate to Issuer and Prepay LLC by the tenth day of the Month subsequent to any relevant Non-Priority Products purchases (which may include purchases of Energy from CAISO to the extent such Energy is used in compliance with the Qualifying Use Requirements); provided that the Parties acknowledge and agree that any purchases of Assigned PAYGO Products (commencing with purchases of Assigned PAYGO Products in the Month in which any such Ledger Entry occurs) shall be applied to remediate any such Ledger Entries and no remediation certificate shall be required with respect to purchases of Assigned PAYGO Products. For Ledger Entries remediated under this Section

7.5(b) that have not otherwise been remediated by Prepay LLC pursuant to the remarketing provisions of the Master Power Supply Agreement, Issuer shall pay Project Participant any portion of the Monthly Discount Percentage associated with

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such Ledger Entries that is available under the Trust Indenture on or before the last Business Day of the Month in which Project Participant provides a certificate under this Section 7.5(b) evidencing such remediation.

Section 7.6 Remediation; Ledger Entries; Redemption.
(a) Remediation. To track compliance with the requirements of Section 7.5(a), Project Participant will provide a quarterly report to Issuer (delivered not later than the 15th day of each April, July, October and January until the end of the Delivery Period) showing the following:
the total quantity of proceeds from sales of Products received hereunder that (i) were sold by Project Participant to any Person in a transaction that does not comply with the Qualifying Use Requirements and (ii) have not been remediated by Project Participant by applying such proceeds to purchase Products that are used in compliance with the Qualifying Use Requirements (the quantities of Product producing such proceeds, “Disqualified Sale Units” and such proceeds received, “Disqualified Sale Proceeds”).
(b) Ledger Entries. Issuer shall report such unremediated Disqualified Sale Proceeds and the associated Disqualified Sale Units to Prepay LLC for addition to the remarketing ledgers maintained by Prepay LLC under the Master Power Supply Agreement, with the ledger entries to be dated as of the end of the first month of the relevant quarter. (c) Transfers to Trustee. Project Participant shall transfer (to the extent such unremediated Disqualified Sales Proceeds and associated Disqualified Sale Units remain reflected on the remarketing ledger described under Section 7.6(b) at the time such transfer is required by this Section 7.6(c)) any such unremediated Disqualified Sale Proceeds and any other required funds (i.e., all additional funds necessary for redemption of the Bonds referred to in this Section

7.6(c)) to the Trustee at least 95 days prior to the second anniversary of the date on which such unremediated Disqualified Sale Proceeds and the associated Disqualified Sale Units were first reflected on the remarketing ledgers in accordance with Section 7.6(b), with such funds to be deposited in the Debt Service Account (as defined in the Trust Indenture) and applied to the redemption of Bonds as directed by Issuer and approved by Special Tax Counsel (as defined in the Trust Indenture) as preserving the tax-exempt status of the Bonds.

ARTICLE VIII.

REPRESENTATIONS AND WARRANTIES; ADDITIONAL COVENANTS
Section 8.1 Representations and Warranties of Issuer. As a material inducement to entering into this Agreement, each Party, with respect to itself, hereby represents and warrants to the other Party as of the Execution Date as follows:
(a) in the case of Issuer as the representing Party, Issuer is a joint powers authority, duly organized and validly existing under the Laws of the State of California,

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

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performance by such Party of this Agreement or the consummation of any of the transactions contemplated hereby other than those Governmental Approvals that have been obtained; and (j) it enters this Agreement as a bona-fide, arms-length transaction involving the mutual exchange of consideration and, once executed by both Parties, considers this Agreement a legally enforceable contract.

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

Section 8.3 Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES

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

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

Section 8.4 Continuing Disclosure. Project Participant agrees to provide to Issuer:
(a) such financial and operating information as may be requested by Issuer, including Project Participant’s most recent audited financial statements, for use in Issuer’s offering documents for the Bonds; and (b) annual updates to such information and statements to enable Issuer to comply with its undertakings to enable the underwriters of the offerings of the Bonds to comply with the continuing disclosure provisions of Rule 15(c)2-12 of the United States Securities and Exchange Commission. Failure by Project Participant to comply with its agreement to provide such annual updates shall not be a default under this Agreement, but any such failure shall entitle Issuer or an owner of the Bonds to take such actions and to initiate such proceedings as may be necessary and appropriate to cause Project Participant to comply with such agreement, including without limitation the remedies of mandamus and specific performance.

ARTICLE IX.

TAXES
As between Issuer and Project Participant, Issuer shall (i) be responsible for and pay or cause to be paid all ad valorem, excise, severance, production and other taxes assessed with respect to Product (other than any Assigned Products) delivered pursuant to this Agreement arising prior to the applicable Delivery Point and (ii) indemnify Project Participant and its Affiliates for any such taxes paid by Project Participant or its Affiliates. As between Issuer and Project Participant, Project Participant shall (i) be responsible for all taxes with respect to Product received pursuant to this Agreement assessed at or from the applicable Delivery Point, and (ii) indemnify Issuer and its Affiliates for any such taxes paid by Issuer or its Affiliates. Nothing shall obligate or cause a Party to pay or be liable for any tax for which it is exempt under Law.

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ARTICLE X.

JURISDICTION; WAIVER OF JURY TRIAL
Section 10.1 Consent to Jurisdiction. ALL JUDICIAL PROCEEDINGS BROUGHT

AGAINST EITHER PARTY ARISING OUT OF OR RELATING HERETO SHALL BE

BROUGHT EXCLUSIVELY IN (A) THE COURTS OF THE STATE OF CALIFORNIA

LOCATED IN THE CITY OF LOS ANGELES, (B) THE FEDERAL COURTS OF THE

UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF CALIFORNIA SITTING IN THE COUNTY OF LOS ANGELES. BY EXECUTING AND DELIVERING THIS

AGREEMENT, EACH PARTY AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH

PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED

MAIL, RETURN RECEIPT REQUESTED, TO THE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH ARTICLE XVI; AND AGREES THAT SERVICE AS PROVIDED

ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE PARTY IN

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

Section 10.2 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, EACH

OF THE PARTIES HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY

TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING UNDER THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT

AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING

CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY ACKNOWLEDGES THAT

THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS

RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING

INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS

AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL

COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS

IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN

WRITING (OTHER THAN BY MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.2 AND EXECUTED BY EACH OF THE PARTIES), AND THIS

WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY A COURT.

ARTICLE XI.

FORCE MAJEURE
Section 11.1 Applicability of Force Majeure. To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under this Agreement and such

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Party (the “Claiming Party”) gives notice and details of the Force Majeure to the other Party as soon as practicable, then the Claiming Party shall be excused from the performance of its obligations with respect to this Agreement (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure). The Claiming Party shall mitigate the Force Majeure with all reasonable dispatch. For the duration of the Claiming Party’s non-performance (and only for such period), the non-Claiming Party shall not be required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure.

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

ARTICLE XII.

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

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

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

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ARTICLE XIII.

ASSIGNMENT
The terms and provisions of this Agreement shall extend to and be binding upon the Parties and their respective successors, assigns, and legal representatives; provided, however, that, subject to Section 18.14, neither Party may assign this Agreement or its rights and interests, in whole or in part, under this Agreement without the prior written consent of the other Party; provided furthermore that, for the avoidance of doubt, any applicable Assignment Agreement shall terminate concurrent with the assignment of this Agreement. Prior to assigning this Agreement, Project Participant shall deliver to Issuer written confirmation from each Rating Agency (as defined in the Trust Indenture) then rating the Bonds, provided that such agency has rated and continues to rate the Bonds, that the assignment will not result in a reduction, qualification, or withdrawal of the then-current ratings assigned by such Rating Agencies to the Bonds; or (ii) written confirmation from each of the applicable Rating Agencies, that the assignee has an outstanding long-term senior, unsecured, unenhanced debt rating equivalent to or higher than the ratings assigned by the applicable Rating Agencies to the Bonds. Whenever an assignment or a transfer of a Party’s interest in this Agreement is requested to be made with the written consent of the other Party, the assigning or transferring Party’s assignee or transferee shall expressly assume, in writing, the duties and obligations under this Agreement of the assigning or transferring Party.

Upon the agreement of a Party to any such assignment or transfer, the assigning or transferring Party shall furnish or cause to be furnished to the other Party a true and correct copy of such assignment or transfer and assumption of duties and obligations ARTICLE XIV.

PAYMENTS
Section 14.1 Monthly Statements.
(a) Project Participant’s Statements. No later than the 5th day of each Month during the Delivery Period (excluding the first Month of the Delivery Period) and the first Month following the end of the Delivery Period, Project Participant shall deliver to Issuer a statement (a “Project Participant’s Statement”) listing (i) in respect of the prior Month, if Base Quantities were required to be delivered in such Month and there is a Shortfall Quantity for such Month, the Replacement Price applicable to such Shortfall Quantity, and (ii) any other amounts due to Project Participant in connection with this Agreement with respect to prior Months. (b) Billing Statements.
(i) No later than the 20th day of each Month during the Delivery Period (excluding the first Month of the Delivery Period) and the first Month following the end of the Delivery Period (the “Billing Date”), Issuer shall deliver a statement (a “Billing Statement”) to Project Participant indicating (i) the total amount due to Issuer for Product delivered in the prior Month, (ii) any other amounts due to Issuer

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or Project Participant in connection with this Agreement with respect to the prior Months, and (iii) the net amount due to Issuer or Project Participant; provided that Prepay LLC’s delivery of a Billing Statement to Issuer and Project Participant pursuant to and as defined in the Master Power Supply Agreement shall be deemed to satisfy Issuer’s obligation to deliver a Billing Statement hereunder; provided furthermore that invoicing for all Assigned PAYGO Products shall occur under the PPA Custodial Agreement.
(ii) If a Monthly Statement (as defined in the PPA Custodial Agreement) for an Assigned PPA has not been delivered by the 15th day of the Month following deliveries, Issuer shall provisionally prepare or cause to be prepared a Billing Statement for this Agreement that assumes all of the Assigned Prepay Quantities were delivered under the applicable Assigned PPA for such Month. In such case, to the extent that a Monthly Statement subsequently delivered under the PPA Custodial Agreement reflects that less than the Assigned Prepay Quantities were actually delivered under any such Assigned PPA, then (A) the previously delivered Billing Statement shall be deemed to be updated in accordance with such Monthly Statement, (B) Prepay LLC shall be deemed under the remarketing provisions of the Master Power Supply Agreement to remarket and purchase such undelivered portion of the Assigned Prepay Quantities for its own account resulting in a Ledger Entry (as defined in the Master Power Supply Agreement) and (C) Issuer shall owe a resettlement payment to Project Participant in an amount equal to the product of (x) the applicable APC Contract Price multiplied by (y) the portion of the Assigned Prepay Quantities not delivered in such Month. The Parties acknowledge and agree that J. Aron shall have a separate resettlement payment obligation with respect to the amounts described in the clause (C) of the preceding sentence under the Electricity Sale and Service Agreement, and J. Aron’s payment of the J. Aron Resettlement Payment as defined in and pursuant to the PPA Custodial Agreement shall satisfy the corresponding obligations of the respective parties under each of the Electricity Sale and Service Agreement, the Master Power Supply Agreement and this Agreement. (c) Supporting Documentation. Upon request by either Party, the other Party shall deliver such supporting documentation of the foregoing statements and information described in this Section 14.1 as such requesting Party may reasonably request.

Section 14.2 Payments.
(a) Payments Due. If the Billing Statement indicates an amount due from Project Participant, then Project Participant shall remit such amount to Issuer by wire transfer (pursuant to the Trustee’s instructions), in immediately available funds, on or before the 23rd day of the Month following the most recent Month to which such Billing Statement relates, or if such day is not a Business Day, the preceding Business Day. If the Billing Statement indicates an amount due from Issuer, then Issuer shall remit such amount to Project Participant by wire transfer (pursuant to Project Participant’s instructions), in immediately available funds, on or before the

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28th day of the Month following the most recent Month to which such Billing Statement relates, or if such day is not a Business Day, the following Business Day. Notwithstanding the foregoing, payments due from Project Participant for Assigned PAYGO Product shall be satisfied by Project Participant’s compliance with Section 3.2(a)(ii) in respect of such Assigned PAYGO Product. (b) No Duty to Estimate. If Project Participant fails to issue a Project Participant’s Statement with respect to any Month, Issuer shall not be required to estimate any amounts due to Project Participant for such Month, provided that Project Participant may include any such amount on subsequent Project Participant’s Statements issued within the next sixty (60) days. The sixty (60)-day deadline in this subsection (b) replaces the two (2) year deadline in Section 14.5 with respect to any claim by any non-delivering Party of inaccuracy in any estimated invoice issued or payment made pursuant to this subsection (b).

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

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

Section 14.5 Audit; Adjustments.
(a) Right to Audit. A Party shall have the right, at its own expense, upon reasonable notice to the other Party and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other Party to the extent reasonably necessary, but only to such extent, to verify the accuracy of any statement, charge, payment, or computation made under this Agreement. This right to examine, audit, and obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Agreement.
(b) Deadline for Objections. Each Project Participant’s Statement and each Billing Statement shall be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such Project Participant’s Statement or Billing Statement is objected to in writing, with adequate explanation and/or documentation, within two (2) years after the applicable Month of Product delivery. (c) Payment of Adjustments. All retroactive adjustments shall be paid in full by the Party owing payment within 30 days of notice and substantiation of such inaccuracy. If the

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Parties are unable to agree upon any retroactive adjustments requested by either Party within the time period specified in Section 14.5(b), then either Party may pursue any remedies available with respect to such adjustments at law or in equity. Retroactive adjustments for payments made based on an incorrect Project Participant’s Statement or Billing Statement shall bear interest at the Default Rate from the date such payment was made.

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

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

Section 14.7 Rate Covenant. Project Participant agrees to make payments it is required to make under this Agreement from Utility Revenues, and only from such Utility Revenues, and as a charge against such Utility Revenues, as an operating expense of its electric system and a cost of purchased Product; provided, however, that Project Participant, in its discretion, may apply any legally available moneys to the payment of amounts due under this Agreement. Project Participant hereby covenants and agrees that it will establish, maintain, and set rates and charges for its electric system so as to provide Utility Revenues sufficient, together with all available electric system revenues, to enable Project Participant to pay to Issuer all amounts payable under this Agreement and to pay all other amounts payable from the revenues of Project Participant’s electric system, and to maintain any reserves as required by the Project Participant’s reserve policy. Project Participant further covenants and agrees that it shall not furnish or supply electric services free of charge to any person, firm, corporation association, or other entity, public or private, except any such service free of charge that Project Participant is supplying on the date hereof or such free service as required by order of the CPUC or the State of California, and that it shall promptly enforce the payment of any and all accounts owing to Project Participant for the sale of electricity or the provision of transmission, distribution or other services to its customers. Project Participant further covenants and agrees that in any future bond issue, certificate of participation issue, interest rate swap agreement, commodity swap agreement or any other financing or financial transaction undertaken by, or on behalf of, Project Participant in connection with its electric system, Project Participant shall not pledge or encumber the Utility Revenues through a gross revenue pledge or in any other way which creates a prior or superior obligation to its obligation to make payments under this Agreement.

ARTICLE XV.

RESERVED
ARTICLE XVI.

NOTICES

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Any notice, demand, statement, or request required or authorized by this Agreement to be given by one Party to the other Party (or to any third party) shall be in writing and shall either be sent by 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). Each Party shall have the right, upon 10 days’ prior written notice to the other Party, to change its list of notice recipients and addresses in Exhibit B. The Parties may mutually agree in writing at any time to deliver notices, demands or requests through alternate or additional methods, such as electronic mail. Notwithstanding the foregoing, either Party may at any time notify the other that any notice, demand, statement, or request to it must be provided by email transmission for a specified period of time or until further notice, and any communications delivered by means other than email transmission during the specified period of time shall be ineffective.

ARTICLE XVII.

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

Section 17.2 Project Participant Default. Each of the following events shall constitute a “Project Participant Default” under this Agreement:
(a) Project Participant fails to pay when due any amounts owed to Issuer pursuant to this Agreement and such failure continues for three Days following receipt by Project Participant of written notice thereof;
(b) Project Participant (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency Law or other similar Law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained, in each case

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within 30 days of the institution or presentation thereof; (v) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets; (vii) has a secured party take possession of all or substantially all of its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its of assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (viii) causes or is subject to any event with respect to it which, under the applicable Laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) through (vii); or (ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; (c) any representation or warranty made by Project Participant in this Agreement proves to have been incorrect in any material respect when made, and such default is not remedied within thirty (30) days after receipt by Project Participant of written notice thereof; (d) Project Participant shall have failed to perform, observe or comply with any material covenant, agreement or term contained in this Agreement, and such failure continues for more than 30 days following the earlier of receipt by Project Participant of notice thereof; or (e) Project Participant shall have failed to establish, maintain, or collect rates or charges adequate to provide Utility Revenues sufficient to enable Project Participant to pay all amounts due to Issuer under this Agreement in accordance with Section 14.7 (Rate Covenant), and such failure continues for more than 30 days following the earlier of receipt by Project Participant of notice thereof.

Section 17.3 Automatic Non-Default Termination Event. Project Participant’s issuance of a valid Remarketing Termination Notice (other than a Voided Remarketing Termination Notice) in accordance with Section 3.5(b) shall constitute an “Automatic Non-Default Termination Event” under this Agreement.

Section 17.4 Remedies Upon Default.
(a) Termination.
(i) If an Automatic Non-Default Termination Event occurs, then (A) the Delivery Period shall end as of the end of then-current Reset Period (i.e., as of the end of the Reset Period preceding the Reset Period for which Project Participant issues a valid Remarketing Termination Notice other than a Voided Remarketing Termination Notice), (B) this Agreement shall terminate upon payment by the Parties’ of any outstanding amounts due under this Agreement and (C) Project Participant shall exercise its right to terminate any Assignment Agreements in effect.

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

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

17.4(a) (and without limiting any other provisions of this Agreement), during the existence of any Project Participant Default, Issuer may suspend its performance hereunder and discontinue the supply of all or any portion of the Product otherwise to be delivered to Project Participant by it under this Agreement. If Issuer exercises its right to suspend performance under this Section

17.4(b), Project Participant shall remain fully liable for payment of all amounts in default and shall not be relieved of any of its payment obligations under this Agreement. Deliveries of Product may only be reinstated, at a time to be determined by Issuer, upon (i) payment in full by Project Participant of all amounts then due and payable under this Agreement and (ii) unless otherwise agreed by Issuer, payment in advance by Project Participant at the beginning of each Month of amounts estimated by Issuer to be due to Issuer for the future delivery of Product under this Agreement for such Month. Issuer may continue to require payment in advance from Project Participant after the reinstatement of Issuer’s supply services under this Agreement for such period of time as Issuer in its sole discretion may determine is appropriate. In addition, and without limiting any other provisions of or remedies available under this Agreement, if Project Participant fails to accept from Issuer any Product tendered for delivery under this Agreement, Issuer shall have the right to sell such Product to third parties on any terms that Issuer, in its sole discretion, determines are appropriate.
(c) Effect of Early Termination. As of the effectiveness of any termination date in accordance with Section 17.4(a), (i) the Delivery Period shall end, (ii) the obligation of Issuer to make any further sales and deliveries of Product to Project Participant under this Agreement

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shall terminate, and (iii) the obligation of Project Participant to purchase and receive deliveries of Product from Issuer under this Agreement will terminate. Neither this Agreement nor the Delivery Period may be terminated for any reason except as specified in this Article XVII. Without prejudice to any payment obligation in respect of periods prior to termination, no payments will be due from either Party in respect of periods occurring after the effective termination date of this Agreement.

Section 17.5 Termination of Master Power Supply Agreement. Project Participant acknowledges and agrees that (i) in the event the Master Power Supply Agreement terminates prior to the end of the primary term of this Agreement, this Agreement shall terminate on the effective date of early termination of the Master Power Supply Agreement (which date shall be the last date upon which deliveries are required thereunder, subject to all winding up arrangements), (ii) Issuer’s obligation to deliver Product under this Agreement shall terminate upon the termination of deliveries of Product to Issuer under the Master Power Supply Agreement and (iii) Project Participant shall exercise its right to terminate any Assignment Agreements in effect. Issuer shall provide notice to Project Participant of any early termination date of the Master Power Supply Agreement. The Parties recognize and agree that, in the event that the Master Power Supply Agreement terminates because of a Failed Remarketing (as defined in the Trust Indenture) of the Bonds that occurs in the first Month of a Reset Period, Issuer shall deliver Product under this Agreement for the remainder of such first Month, and, notwithstanding anything in this Agreement to the contrary, no Monthly Discount Percentage or Annual Refunds shall be associated with such deliveries and the Contract Price shall be adjusted accordingly.

Section 17.6 Limitation on Damages. THE PARTIES CONFIRM THAT THE

EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY

PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS

HEREIN PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE

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

LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT

DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY

STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION, OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN

IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD

TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING WITHOUT LIMITATION

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

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

ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO

DETERMINE, OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT,

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

DAMAGES THAT WOULD MAKE THE PARTIES WHOLE, THE PARTIES HAVE

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THOROUGHLY CONSIDERED, INTER ALIA, THE UNCERTAINTY OF FLUCTUATIONS

IN PRODUCT PRICES, THE ABILITY AND INTENTION OF THE PARTIES TO HEDGE

SUCH FLUCTUATIONS, THE BARGAINED-FOR ALLOCATION OF RISK, THE

KNOWLEDGE, SOPHISTICATION AND EQUAL BARGAINING POWER OF THE

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

CIRCUMSTANCES OF THIS TRANSACTION, THE ACCOUNTING AND TAX

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

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

ARTICLE XVIII.

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

Section 18.2 Deliveries. Contemporaneously with this Agreement (unless otherwise specified),
(a) each Party shall deliver to the other Party evidence reasonably satisfactory to it of (i) such Party’s authority to execute, deliver and perform its obligations under this Agreement and (ii) the appropriate individuals who are authorized to sign this Agreement on behalf of such Party;
(b) on the Bond Closing Date, Project Participant shall deliver to Issuer a fully executed Federal Tax Certificate in substantially the form attached hereto as Exhibit D; (c) on the Bond Closing Date, Project Participant shall deliver to Issuer an opinion or opinions of counsel to Project Participant covering the matters set forth in the form attached hereto as Exhibit E; and
(d) on the Bond Closing Date, Project Participant shall deliver to Issuer a Closing Certificate in substantially the form set forth hereto as Exhibit I.

Section 18.3 Entirety; Amendments. This Agreement, including the exhibits and attachments hereto, constitutes the entire agreement between the Parties and supersedes all prior

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

Section 18.4 Governing Law. THIS AGREEMENT AND THE RIGHTS AND DUTIES

OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND

CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF

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

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

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

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

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

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

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Section 18.10 Immunity. Each Party represents and covenants to and agrees with the other Party that it is not entitled to and shall not assert the defense of sovereign immunity with respect to its obligations or any Claims under this Agreement.

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

Section 18.12 Limitation of Liability. Notwithstanding anything to the contrary herein, all obligations of Issuer under this Agreement, including without limitation all obligations to make payments of any kind whatsoever, are special, limited obligations of Issuer payable solely from Trust Estate (as such term is defined in the Trust Indenture) as and to the extent provided in the Trust Indenture, including with respect to Operating Expenses (as such term is defined in the Trust Indenture). Issuer shall not be required to advance any moneys derived from any source other than the Revenues (as such term is defined in the Trust Indenture) and other assets pledged under the Trust Indenture for any of the purposes in this Agreement mentioned. Neither the faith and credit of Issuer nor the taxing power of the State of California or any political subdivision thereof is pledged to payments pursuant to this Agreement. 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 Trust Indenture) are received for the payment thereof and may be applied therefor pursuant to the terms of the Trust Indenture.

Section 18.13 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.

Section 18.14 Third Party Beneficiaries; Rights of Trustee. Project Participant acknowledges and agrees that (a) Issuer will pledge and assign its rights, title and interest in this Agreement and the amounts payable by Project Participant under this Agreement to secure Issuer’s obligations under the Trust Indenture, (b) the Trustee shall be a third-party beneficiary of this Agreement with the right to enforce Issuer’s rights and Project Participant’s obligations under this Agreement, (c) J. Aron shall be a third-party beneficiary of this Agreement with the right to enforce the provisions of Section 3.5, Article VI and Exhibit F of this Agreement, (d) the Trustee or any receiver appointed under the Trust Indenture shall have the right to perform all obligations of Issuer under this Agreement, and (e) in the event of any Project Participant Default under Section 17.2(a), (i) Prepay LLC may, to the extent provided for in, and in accordance with, the Receivables Purchase Exhibit to the Master Power Supply Agreement, take assignment from Issuer of receivables owed by Project Participant to Issuer under this Agreement, and Prepay LLC or any third party transferee who purchases and takes assignment of such receivables from Prepay LLC shall thereafter have all rights of collection with respect to such receivables (provided that, if at

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any time an insurance provider agrees to insure Project Participant’s payment obligations hereunder, then such insurance provider shall have the same rights under this Section 18.14 as Prepay LLC), and (ii) if such receivables are not so assigned, the Swap Counterparty or Swap Counterparties (as defined in the Trust Indenture) shall have the right to pursue collection of such receivables to the extent any non-payment by Issuer to any Swap Counterparty was caused by Project Participant’s payment default. Pursuant to the terms of the Trust Indenture, Issuer has irrevocably appointed the Trustee as its agent to issue notices and, as directed under the Trust Indenture, to take any other actions that Issuer is required or permitted to take under this Agreement. Project Participant may rely on notices or other actions taken by Issuer or the Trustee and Project Participant has the right to exclusively rely on any notices delivered by the Trustee, regardless of any conflicting notices that it may receive from Issuer.

Section 18.15 No Recourse to Members of Project Participant. Project Participant is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to its Joint Powers Agreement and is a public entity separate from its constituent members. Project Participant shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Issuer shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Project Participant’s constituent members, or the employees, directors, officers, consultants or advisors or Project Participant or its constituent members, in connection with this Agreement.

Section 18.16 Waiver of Defenses. Each Party waives all rights to set-off, counterclaim, recoupment and any other defenses that might otherwise be available to it with regard to its obligations pursuant to the terms of this Agreement.

Section 18.17 Rate Changes.
(a) Standard of Review. Absent the agreement of the Parties to the proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement, whether proposed by a Party (to the extent that any waiver in Section 18.17(b) below is unenforceable or ineffective as to such Party), a non-party or FERC acting sua sponte, shall solely be the “public interest” application of the “just and reasonable” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group Inc. v. Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 (2008). (b) Waiver. In addition, and notwithstanding Section 18.17(a), to the fullest extent permitted by applicable Law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under Section 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable Law, neither Party shall unilaterally seek to obtain from FERC any relief changing

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the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable Law or market conditions that may occur. In the event it were to be determined that applicable Law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this Section 18.17(b) shall not apply, provided that, consistent with Section

18.17(a), neither Party shall seek any such changes except solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in Section

18.17(a).

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

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Signature Page to the Clean Energy Purchase Contract

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY
By: ____________________________________
Name:______________________________
Title:_______________________________
Garth Salisbury
Treasurer/Controller

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Signature Page to the Clean Energy Purchase Contract

CLEAN POWER ALLIANCE OF SOUTHERN

CALIFORNIA
By: ____________________________________
Name:______________________________
Title:_______________________________
David McNeil
Chief Financial Officer

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A-1
EXHIBIT A-1
BASE QUANTITIES; BASE DELIVERY POINTS; COMMODITY REFERENCE PRICES [To be attached.]

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Series 2024B (Clean Power Alliance)
Exhibit A-1: SP-15 Base Quantities
Primary Delivery Point
Delivery Hours
Commodity Reference
Prices
Base Unadjusted Base Quantity
Flow Quantitites Reduction Base Quantity
Date MWh/Delivery Hour MWh/Delivery Hour MWh/Delivery Hour 12/1/2024 43.27 -43.27 0.00
1/1/2025 44.37 -44.37 0.00
2/1/2025 177.51 -177.51 0.00
3/1/2025 189.97 -189.97 0.00
4/1/2025 214.57 -214.57 0.00
5/1/2025 222.17 -222.17 0.00
6/1/2025 235.68 -235.68 0.00
7/1/2025 226.95 -226.95 0.00
8/1/2025 221.20 -221.20 0.00
9/1/2025 210.27 -210.27 0.00
10/1/2025 185.29 -185.29 0.00
11/1/2025 164.53 -164.53 0.00
12/1/2025 148.82 -148.82 0.00
1/1/2026 148.01 -148.01 0.00
2/1/2026 179.21 -179.21 0.00
3/1/2026 191.28 -191.28 0.00
4/1/2026 213.54 -213.54 0.00
5/1/2026 221.44 -221.44 0.00
6/1/2026 235.05 -235.05 0.00
7/1/2026 226.40 -226.40 0.00
8/1/2026 220.90 -220.90 0.00
9/1/2026 210.16 -210.16 0.00
10/1/2026 185.31 -185.31 0.00
11/1/2026 164.57 -164.57 0.00
12/1/2026 149.85 -149.85 0.00
1/1/2027 146.28 -146.28 0.00
2/1/2027 178.52 -178.52 0.00
3/1/2027 190.80 -190.80 0.00
4/1/2027 213.43 -213.43 0.00
5/1/2027 219.42 -219.42 0.00
6/1/2027 234.40 -234.40 0.00
7/1/2027 225.89 -225.89 0.00
8/1/2027 220.60 -220.60 0.00
9/1/2027 210.05 -210.05 0.00
10/1/2027 185.30 -185.30 0.00
11/1/2027 165.20 -165.20 0.00
12/1/2027 149.19 -149.19 0.00
1/1/2028 145.71 -145.71 0.00
2/1/2028 174.71 -174.71 0.00
3/1/2028 190.36 -190.36 0.00
4/1/2028 212.88 -212.88 0.00
5/1/2028 218.83 -218.83 0.00
SP-15 Trading Hub
Each Hour beginning at 9:00 a.m. CPT on the first Day of the Delivery Period and ending at the end of the last Hour in the Delivery Period
Day-Ahead Market Price: The Day Ahead Market (“DAM”) Locational Marginal Price (“LMP”) for the Delivery Point for each applicable hour as published by CAISO at http://oasis.caiso.com/ or as such price may be corrected or revised from time to time by CAISO in accordance with its rules.

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6/1/2028 233.75 -233.75 0.00
7/1/2028 225.27 -225.27 0.00
8/1/2028 220.01 -220.01 0.00
9/1/2028 209.52 -209.52 0.00
10/1/2028 184.88 -184.88 0.00
11/1/2028 164.90 -164.90 0.00
12/1/2028 148.95 -148.95 0.00
1/1/2029 145.48 -145.48 0.00
2/1/2029 177.37 -177.37 0.00
3/1/2029 190.74 -190.74 0.00
4/1/2029 211.12 -211.12 0.00
5/1/2029 218.15 -218.15 0.00
6/1/2029 232.62 -232.62 0.00
7/1/2029 224.75 -224.75 0.00
8/1/2029 219.73 -219.73 0.00
9/1/2029 209.39 -209.39 0.00
10/1/2029 184.85 -184.85 0.00
11/1/2029 165.84 -165.84 0.00
12/1/2029 147.97 -147.97 0.00
1/1/2030 144.96 -144.96 0.00
2/1/2030 177.67 -177.67 0.00
3/1/2030 189.40 -189.40 0.00
4/1/2030 210.04 -210.04 0.00
5/1/2030 218.04 -218.04 0.00
6/1/2030 230.99 -230.99 0.00
7/1/2030 224.22 -224.22 0.00
8/1/2030 219.43 -219.43 0.00
9/1/2030 209.34 -209.34 0.00
10/1/2030 184.76 -184.76 0.00
11/1/2030 165.91 -165.91 0.00
12/1/2030 147.88 -147.88 0.00
1/1/2031 144.77 -144.77 0.00
2/1/2031 176.45 -176.45 0.00
3/1/2031 188.55 -188.55 0.00
4/1/2031 209.21 -209.21 0.00
5/1/2031 218.46 -218.46 0.00
6/1/2031 229.15 -229.15 0.00
7/1/2031 223.69 -223.69 0.00
8/1/2031 219.71 -219.71 0.00
9/1/2031 208.60 -208.60 0.00
10/1/2031 184.69 -184.69 0.00
11/1/2031 166.01 -166.01 0.00
12/1/2031 147.83 -147.83 0.00
1/1/2032 145.16 -145.16 0.00
2/1/2032 171.63 -171.63 0.00
3/1/2032 188.12 -188.12 0.00
4/1/2032 208.68 -208.68 0.00
5/1/2032 217.87 -217.87 0.00
6/1/2032 228.52 -228.52 0.00
7/1/2032 223.07 -223.07 0.00
8/1/2032 219.12 -219.12 0.00
9/1/2032 208.08 -208.08 0.00
10/1/2032 184.27 -184.27 0.00
11/1/2032 165.70 -165.70 0.00
12/1/2032 147.60 -147.60 0.00
1/1/2033 144.94 -144.94 0.00
2/1/2033 174.25 -174.25 0.00
3/1/2033 187.34 -187.34 0.00
4/1/2033 208.74 -208.74 0.00

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5/1/2033 218.63 -218.63 0.00
6/1/2033 225.38 -225.38 0.00
7/1/2033 222.54 -222.54 0.00
8/1/2033 218.77 -218.77 0.00
9/1/2033 207.99 -207.99 0.00
10/1/2033 184.18 -184.18 0.00
11/1/2033 166.07 -166.07 0.00
12/1/2033 147.40 -147.40 0.00
1/1/2034 145.57 -145.57 0.00
2/1/2034 172.02 -172.02 0.00
3/1/2034 187.28 -187.28 0.00
4/1/2034 207.47 -207.47 0.00
5/1/2034 218.47 -218.47 0.00
6/1/2034 223.80 -223.80 0.00
7/1/2034 222.00 -222.00 0.00
8/1/2034 218.41 -218.41 0.00
9/1/2034 208.52 -208.52 0.00
10/1/2034 183.49 -183.49 0.00
11/1/2034 167.21 -167.21 0.00
12/1/2034 147.08 -147.08 0.00
1/1/2035 145.19 -145.19 0.00
2/1/2035 170.81 -170.81 0.00
3/1/2035 186.04 -186.04 0.00
4/1/2035 207.61 -207.61 0.00
5/1/2035 217.25 -217.25 0.00
6/1/2035 222.63 -222.63 0.00
7/1/2035 221.60 -221.60 0.00
8/1/2035 217.90 -217.90 0.00
9/1/2035 208.34 -208.34 0.00
10/1/2035 183.49 -183.49 0.00
11/1/2035 167.62 -167.62 0.00
12/1/2035 147.53 -147.53 0.00
1/1/2036 145.08 -145.08 0.00
2/1/2036 165.86 -165.86 0.00
3/1/2036 185.61 -185.61 0.00
4/1/2036 207.10 -207.10 0.00
5/1/2036 216.67 -216.67 0.00
6/1/2036 222.04 -222.04 0.00
7/1/2036 220.99 -220.99 0.00
8/1/2036 217.31 -217.31 0.00
9/1/2036 207.82 -207.82 0.00
10/1/2036 183.07 -183.07 0.00
11/1/2036 167.31 -167.31 0.00
12/1/2036 143.37 -143.37 0.00
1/1/2037 153.89 -124.18 29.71
2/1/2037 183.66 -146.16 37.50
3/1/2037 203.99 -157.99 46.00
4/1/2037 231.30 -178.54 52.76
5/1/2037 245.31 -187.14 58.17
6/1/2037 252.23 -191.03 61.20
7/1/2037 249.38 -191.67 57.71
8/1/2037 244.00 -189.16 54.84
9/1/2037 230.07 -180.58 49.49
10/1/2037 201.47 -160.41 41.06
11/1/2037 176.91 -145.00 31.91
12/1/2037 154.56 -126.62 27.94
1/1/2038 154.75 -125.04 29.71
2/1/2038 182.36 -144.86 37.50
3/1/2038 202.58 -156.58 46.00

Agenda Page 131
4/1/2038 230.71 -177.95 52.76
5/1/2038 244.77 -186.60 58.17
6/1/2038 251.78 -190.58 61.20
7/1/2038 249.04 -191.33 57.71
8/1/2038 243.76 -188.92 54.84
9/1/2038 230.03 -180.54 49.49
10/1/2038 194.09 -28.28 165.81
11/1/2038 149.76 -25.97 123.79
12/1/2038 114.39 0.00 114.39
1/1/2039 113.30 0.00 113.30
2/1/2039 145.15 0.00 145.15
3/1/2039 201.78 0.00 201.78
4/1/2039 249.98 0.00 249.98
5/1/2039 281.43 0.00 281.43
6/1/2039 287.56 0.00 287.56
7/1/2039 290.71 0.00 290.71
8/1/2039 282.22 0.00 282.22
9/1/2039 251.02 0.00 251.02
10/1/2039 203.57 0.00 203.57
11/1/2039 152.91 0.00 152.91
12/1/2039 114.39 0.00 114.39
1/1/2040 113.30 0.00 113.30
2/1/2040 140.14 0.00 140.14
3/1/2040 201.78 0.00 201.78
4/1/2040 249.98 0.00 249.98
5/1/2040 281.43 0.00 281.43
6/1/2040 287.56 0.00 287.56
7/1/2040 290.71 0.00 290.71
8/1/2040 282.22 0.00 282.22
9/1/2040 251.02 0.00 251.02
10/1/2040 203.57 0.00 203.57
11/1/2040 152.91 0.00 152.91
12/1/2040 114.39 0.00 114.39
1/1/2041 113.30 0.00 113.30
2/1/2041 145.15 0.00 145.15
3/1/2041 201.78 0.00 201.78
4/1/2041 249.98 0.00 249.98
5/1/2041 281.43 0.00 281.43
6/1/2041 287.56 0.00 287.56
7/1/2041 290.71 0.00 290.71
8/1/2041 282.22 0.00 282.22
9/1/2041 251.02 0.00 251.02
10/1/2041 203.57 0.00 203.57
11/1/2041 152.91 0.00 152.91
12/1/2041 114.39 0.00 114.39
1/1/2042 113.30 0.00 113.30
2/1/2042 145.15 0.00 145.15
3/1/2042 201.78 0.00 201.78
4/1/2042 249.98 0.00 249.98
5/1/2042 281.43 0.00 281.43
6/1/2042 287.56 0.00 287.56
7/1/2042 290.71 0.00 290.71
8/1/2042 282.22 0.00 282.22
9/1/2042 251.02 0.00 251.02
10/1/2042 203.57 0.00 203.57
11/1/2042 152.91 0.00 152.91
12/1/2042 114.39 0.00 114.39
1/1/2043 113.30 0.00 113.30
2/1/2043 145.15 0.00 145.15

Agenda Page 132
3/1/2043 201.78 0.00 201.78
4/1/2043 249.98 0.00 249.98
5/1/2043 281.43 0.00 281.43
6/1/2043 287.56 0.00 287.56
7/1/2043 290.71 0.00 290.71
8/1/2043 282.22 0.00 282.22
9/1/2043 251.02 0.00 251.02
10/1/2043 203.57 0.00 203.57
11/1/2043 152.91 0.00 152.91
12/1/2043 114.39 0.00 114.39
1/1/2044 113.30 0.00 113.30
2/1/2044 140.14 0.00 140.14
3/1/2044 201.78 0.00 201.78
4/1/2044 249.98 0.00 249.98
5/1/2044 281.43 0.00 281.43
6/1/2044 287.56 0.00 287.56
7/1/2044 290.71 0.00 290.71
8/1/2044 282.22 0.00 282.22
9/1/2044 251.02 0.00 251.02
10/1/2044 203.57 0.00 203.57
11/1/2044 152.91 0.00 152.91
12/1/2044 114.39 0.00 114.39
1/1/2045 113.30 0.00 113.30
2/1/2045 145.15 0.00 145.15
3/1/2045 201.78 0.00 201.78
4/1/2045 249.98 0.00 249.98
5/1/2045 281.43 0.00 281.43
6/1/2045 287.56 0.00 287.56
7/1/2045 290.71 0.00 290.71
8/1/2045 282.22 0.00 282.22
9/1/2045 251.02 0.00 251.02
10/1/2045 203.57 0.00 203.57
11/1/2045 152.91 0.00 152.91
12/1/2045 114.39 0.00 114.39
1/1/2046 113.30 0.00 113.30
2/1/2046 145.15 0.00 145.15
3/1/2046 201.78 0.00 201.78
4/1/2046 249.98 0.00 249.98
5/1/2046 281.43 0.00 281.43
6/1/2046 287.56 0.00 287.56
7/1/2046 290.71 0.00 290.71
8/1/2046 282.22 0.00 282.22
9/1/2046 251.02 0.00 251.02
10/1/2046 203.57 0.00 203.57
11/1/2046 152.91 0.00 152.91
12/1/2046 114.39 0.00 114.39
1/1/2047 113.30 0.00 113.30
2/1/2047 145.15 0.00 145.15
3/1/2047 201.78 0.00 201.78
4/1/2047 249.98 0.00 249.98
5/1/2047 281.43 0.00 281.43
6/1/2047 287.56 0.00 287.56
7/1/2047 290.71 0.00 290.71
8/1/2047 282.22 0.00 282.22
9/1/2047 251.02 0.00 251.02
10/1/2047 203.57 0.00 203.57
11/1/2047 152.91 0.00 152.91
12/1/2047 114.39 0.00 114.39
1/1/2048 113.30 0.00 113.30

Agenda Page 133
2/1/2048 140.14 0.00 140.14
3/1/2048 201.78 0.00 201.78
4/1/2048 249.98 0.00 249.98
5/1/2048 281.43 0.00 281.43
6/1/2048 287.56 0.00 287.56
7/1/2048 290.71 0.00 290.71
8/1/2048 282.22 0.00 282.22
9/1/2048 251.02 0.00 251.02
10/1/2048 203.57 0.00 203.57
11/1/2048 152.91 0.00 152.91
12/1/2048 114.39 0.00 114.39
1/1/2049 113.30 0.00 113.30
2/1/2049 145.15 0.00 145.15
3/1/2049 201.78 0.00 201.78
4/1/2049 249.98 0.00 249.98
5/1/2049 281.43 0.00 281.43
6/1/2049 287.56 0.00 287.56
7/1/2049 290.71 0.00 290.71
8/1/2049 282.22 0.00 282.22
9/1/2049 251.02 0.00 251.02
10/1/2049 203.57 0.00 203.57
11/1/2049 152.91 0.00 152.91
12/1/2049 114.39 0.00 114.39
1/1/2050 113.30 0.00 113.30
2/1/2050 145.15 0.00 145.15
3/1/2050 201.78 0.00 201.78
4/1/2050 249.98 0.00 249.98
5/1/2050 281.43 0.00 281.43
6/1/2050 287.56 0.00 287.56
7/1/2050 290.71 0.00 290.71
8/1/2050 282.22 0.00 282.22
9/1/2050 251.02 0.00 251.02
10/1/2050 203.57 0.00 203.57
11/1/2050 152.91 0.00 152.91
12/1/2050 114.39 0.00 114.39
1/1/2051 113.30 0.00 113.30
2/1/2051 145.15 0.00 145.15
3/1/2051 201.78 0.00 201.78
4/1/2051 249.98 0.00 249.98
5/1/2051 281.43 0.00 281.43
6/1/2051 287.56 0.00 287.56
7/1/2051 290.71 0.00 290.71
8/1/2051 282.22 0.00 282.22
9/1/2051 251.02 0.00 251.02
10/1/2051 203.57 0.00 203.57
11/1/2051 152.91 0.00 152.91
12/1/2051 114.39 0.00 114.39
1/1/2052 113.30 0.00 113.30
2/1/2052 140.14 0.00 140.14
3/1/2052 201.78 0.00 201.78
4/1/2052 249.98 0.00 249.98
5/1/2052 281.43 0.00 281.43
6/1/2052 287.56 0.00 287.56
7/1/2052 290.71 0.00 290.71
8/1/2052 282.22 0.00 282.22
9/1/2052 251.02 0.00 251.02
10/1/2052 203.57 0.00 203.57
11/1/2052 152.91 0.00 152.91
12/1/2052 114.39 0.00 114.39

Agenda Page 134
1/1/2053 113.30 0.00 113.30
2/1/2053 145.15 0.00 145.15
3/1/2053 201.78 0.00 201.78
4/1/2053 249.98 0.00 249.98
5/1/2053 281.43 0.00 281.43
6/1/2053 287.56 0.00 287.56
7/1/2053 290.71 0.00 290.71
8/1/2053 282.22 0.00 282.22
9/1/2053 251.02 0.00 251.02
10/1/2053 203.57 0.00 203.57
11/1/2053 152.91 0.00 152.91

Agenda Page 135
A-2
EXHIBIT A-2

ASSIGNED RIGHTS AND OBLIGATIONS
[To be attached.]

Agenda Page 136
California Community Choice Financing Authority
Series 2024B (Clean Power Alliance)
Exhibit A-2: Initial Assigned Rights and Obligations
PPA: High Desert High Desert Storage Arica Arica Storage Rexford Rexford Storage Delivery Point: SP-15 SP-15 SP-15 SP-15 SP-15 SP-15
APC Contract Price $24.5/MWh $10,700/MWh $26.75/MWh $9,380/MWh $38.57/MWh $12,700/MWh Assignment Period 1/1/2025 - 12/1/2036 1/1/2025 - 12/1/2036 1/1/2025 - 11/1/2038 1/1/2025 - 11/1/2038 1/1/2025 - 9/1/2038 1/1/2025 - 9/1/2038 Commodity Assigned Assigned Assigned Assigned Assigned Assigned Month Prepay Quantities Prepay Quantities Prepay Quantities Prepay Quantities Prepay Quantities Prepay Quantities 12/1/2024 14,414 37 12,361 67 0 0
1/1/2025 15,309 37 13,160 67 0 0
2/1/2025 16,626 37 15,320 67 41,266 228
3/1/2025 23,604 37 22,010 67 62,262 228
4/1/2025 26,229 45 24,658 67 74,890 228
5/1/2025 29,862 45 27,631 67 85,378 228
6/1/2025 30,394 45 28,332 67 90,601 228
7/1/2025 29,638 45 27,094 67 90,783 228
8/1/2025 28,179 45 26,252 67 86,417 228
9/1/2025 24,626 45 22,727 67 72,984 228
10/1/2025 21,136 45 19,235 67 59,004 228
11/1/2025 15,956 45 14,369 67 39,222 228
12/1/2025 14,342 45 12,299 67 30,812 228
1/1/2026 15,232 45 13,094 67 28,859 228
2/1/2026 16,543 45 15,244 67 40,719 228
3/1/2026 23,485 45 21,899 67 61,527 228
4/1/2026 26,097 45 24,534 67 74,040 228
5/1/2026 29,711 45 27,492 67 84,828 228
6/1/2026 30,240 45 28,188 67 90,178 228
7/1/2026 29,488 45 26,956 67 90,415 228
8/1/2026 28,038 45 26,120 67 86,284 228
9/1/2026 24,503 45 22,612 67 73,040 228
10/1/2026 21,031 45 19,138 67 59,156 228
11/1/2026 15,876 45 14,296 67 39,356 228
12/1/2026 14,270 45 12,237 67 31,950 228
1/1/2027 15,156 45 13,027 67 27,192 228
2/1/2027 16,461 45 15,166 67 40,188 228
3/1/2027 23,367 45 21,788 67 61,196 228
4/1/2027 25,966 45 24,409 67 74,097 228
5/1/2027 29,563 45 27,352 67 82,948 228
6/1/2027 30,089 45 28,045 67 89,721 228
7/1/2027 29,341 45 26,820 67 90,082 228
8/1/2027 27,899 45 25,987 67 86,165 228
9/1/2027 24,381 45 22,498 67 73,082 228
10/1/2027 20,925 45 19,042 67 59,285 228
11/1/2027 15,796 45 14,224 67 40,089 228
12/1/2027 14,199 45 12,174 67 31,363 228
1/1/2028 15,080 45 12,960 67 26,694 228
2/1/2028 17,172 45 15,628 67 41,660 228
3/1/2028 23,251 45 21,676 67 60,890 228
4/1/2028 25,838 45 24,284 67 73,727 228
5/1/2028 29,417 45 27,212 67 82,533 228
6/1/2028 29,941 45 27,901 67 89,272 228
7/1/2028 29,196 45 26,683 67 89,631 228
8/1/2028 27,759 45 25,855 67 85,734 228
9/1/2028 24,259 45 22,383 67 72,717 228
10/1/2028 20,821 45 18,944 67 58,988 228
11/1/2028 15,717 45 14,151 67 39,888 228
12/1/2028 14,128 45 12,113 67 31,206 228
1/1/2029 15,004 45 12,895 67 26,560 228
2/1/2029 16,296 45 15,012 67 39,334 228
3/1/2029 23,135 45 21,566 67 61,430 228
4/1/2029 25,707 45 24,160 67 72,153 228
5/1/2029 29,268 45 27,072 67 82,030 228
6/1/2029 29,790 45 27,758 67 88,350 228
7/1/2029 29,049 45 26,546 67 89,290 228
8/1/2029 27,621 45 25,722 67 85,635 228
9/1/2029 24,138 45 22,267 67 72,743 228
10/1/2029 20,717 45 18,846 67 59,093 228
11/1/2029 15,639 45 14,078 67 40,919 228
12/1/2029 14,058 45 12,051 67 30,295 228
1/1/2030 14,930 45 12,827 67 26,114 228
2/1/2030 16,215 45 14,934 67 39,719 228
3/1/2030 23,019 45 21,454 67 60,219 228
4/1/2030 25,579 45 24,036 67 71,246 228
5/1/2030 29,123 45 26,933 67 82,105 228
6/1/2030 29,642 45 27,615 67 86,930 228
7/1/2030 28,904 45 26,409 67 88,936 228
8/1/2030 27,482 45 25,589 67 85,499 228
9/1/2030 24,017 45 22,152 67 72,851 228
10/1/2030 20,613 45 18,750 67 59,126 228
11/1/2030 15,561 45 14,006 67 41,088 228
12/1/2030 13,987 45 11,988 67 30,285 228
1/1/2031 14,855 45 12,762 67 26,013 228
2/1/2031 16,134 45 14,857 67 38,697 228
3/1/2031 22,904 45 21,343 67 59,500 228
4/1/2031 25,452 45 23,911 67 70,587 228
5/1/2031 28,978 45 26,793 67 82,728 228
6/1/2031 29,493 45 27,473 67 85,302 228
7/1/2031 28,760 45 26,271 67 88,575 228
8/1/2031 27,345 45 25,456 67 85,971 228
9/1/2031 23,897 45 22,038 67 72,274 228
10/1/2031 20,511 45 18,653 67 59,191 228

Agenda Page 137
11/1/2031 15,482 45 13,932 67 41,287 228
12/1/2031 13,917 45 11,926 67 30,324 228
1/1/2032 14,780 45 12,695 67 26,510 228
2/1/2032 16,830 45 15,307 67 39,153 228
3/1/2032 22,789 45 21,232 67 59,202 228
4/1/2032 25,324 45 23,787 67 70,234 228
5/1/2032 28,832 45 26,654 67 82,314 228
6/1/2032 29,346 45 27,330 67 84,874 228
7/1/2032 28,615 45 26,136 67 88,132 228
8/1/2032 27,208 45 25,324 67 85,541 228
9/1/2032 23,778 45 21,923 67 71,913 228
10/1/2032 20,408 45 18,555 67 58,895 228
11/1/2032 15,405 45 13,860 67 41,080 228
12/1/2032 13,848 45 11,864 67 30,172 228
1/1/2033 14,706 45 12,629 67 26,378 228
2/1/2033 15,973 45 14,702 67 36,875 228
3/1/2033 22,676 45 21,122 67 58,562 228
4/1/2033 25,199 45 23,662 67 70,457 228
5/1/2033 28,689 45 26,515 67 83,277 228
6/1/2033 29,200 45 27,186 67 81,952 228
7/1/2033 28,474 45 26,000 67 87,770 228
8/1/2033 27,072 45 25,191 67 85,369 228
9/1/2033 23,659 45 21,808 67 71,982 228
10/1/2033 20,305 45 18,458 67 58,932 228
11/1/2033 15,328 45 13,788 67 41,544 228
12/1/2033 13,779 45 11,803 67 30,059 228
1/1/2034 14,633 45 12,563 67 27,113 228
2/1/2034 15,893 45 14,625 67 34,912 228
3/1/2034 22,562 45 21,010 67 58,647 228
4/1/2034 25,071 45 23,537 67 69,372 228
5/1/2034 28,544 45 26,375 67 83,298 228
6/1/2034 29,052 45 27,043 67 80,580 228
7/1/2034 28,330 45 25,862 67 87,406 228
8/1/2034 26,937 45 25,058 67 85,176 228
9/1/2034 23,540 45 21,693 67 72,658 228
10/1/2034 20,205 45 18,360 67 58,356 228
11/1/2034 15,252 45 13,716 67 42,777 228
12/1/2034 13,709 45 11,740 67 29,822 228
1/1/2035 14,560 45 12,495 67 26,815 228
2/1/2035 15,813 45 14,547 67 33,905 228
3/1/2035 22,449 45 20,898 67 57,524 228
4/1/2035 24,946 45 23,412 67 69,679 228
5/1/2035 28,402 45 26,236 67 82,243 228
6/1/2035 28,908 45 26,900 67 79,617 228
7/1/2035 28,188 45 25,725 67 87,181 228
8/1/2035 26,802 45 24,926 67 84,825 228
9/1/2035 23,423 45 21,579 67 72,636 228
10/1/2035 20,103 45 18,264 67 58,491 228
11/1/2035 15,175 45 13,644 67 43,286 228
12/1/2035 13,641 45 11,678 67 30,366 228
1/1/2036 14,487 45 12,429 67 26,796 228
2/1/2036 16,497 45 14,986 67 34,066 228
3/1/2036 22,337 45 20,788 67 57,237 228
4/1/2036 24,821 45 23,288 67 69,331 228
5/1/2036 28,260 45 26,096 67 81,832 228
6/1/2036 28,763 45 26,757 67 79,218 228
7/1/2036 28,047 45 25,588 67 86,744 228
8/1/2036 26,667 45 24,793 67 84,402 228
9/1/2036 23,305 45 21,464 67 72,273 228
10/1/2036 20,002 45 18,167 67 58,198 228
11/1/2036 15,100 45 13,570 67 43,070 228
12/1/2036 7,238 45 11,616 67 30,214 228
1/1/2037 0 0 12,363 67 26,662 228
2/1/2037 0 0 14,392 67 33,242 228
3/1/2037 0 0 20,676 67 55,147 228
4/1/2037 0 0 23,165 67 68,714 228
5/1/2037 0 0 25,956 67 81,425 228
6/1/2037 0 0 26,614 67 78,651 228
7/1/2037 0 0 25,451 67 86,392 228
8/1/2037 0 0 24,661 67 84,377 228
9/1/2037 0 0 21,349 67 71,990 228
10/1/2037 0 0 18,070 67 59,639 228
11/1/2037 0 0 13,498 67 42,530 228
12/1/2037 0 0 11,554 67 29,711 228
1/1/2038 0 0 12,363 67 27,537 228
2/1/2038 0 0 14,392 67 32,040 228
3/1/2038 0 0 20,676 67 53,710 228
4/1/2038 0 0 23,165 67 68,134 228
5/1/2038 0 0 25,956 67 80,870 228
6/1/2038 0 0 26,614 67 78,198 228
7/1/2038 0 0 25,451 67 86,043 228
8/1/2038 0 0 24,661 67 84,134 228
9/1/2038 0 0 21,349 67 71,950 228
10/1/2038 0 0 18,070 67 0 0
11/1/2038 0 0 13,498 67 0 0
12/1/2038 0 0 0 0 0 0
1/1/2039 0 0 0 0 0 0
2/1/2039 0 0 0 0 0 0
3/1/2039 0 0 0 0 0 0
4/1/2039 0 0 0 0 0 0
5/1/2039 0 0 0 0 0 0
6/1/2039 0 0 0 0 0 0
7/1/2039 0 0 0 0 0 0
8/1/2039 0 0 0 0 0 0
9/1/2039 0 0 0 0 0 0
10/1/2039 0 0 0 0 0 0
11/1/2039 0 0 0 0 0 0
12/1/2039 0 0 0 0 0 0

Agenda Page 138
1/1/2040 0 0 0 0 0 0
2/1/2040 0 0 0 0 0 0
3/1/2040 0 0 0 0 0 0
4/1/2040 0 0 0 0 0 0
5/1/2040 0 0 0 0 0 0
6/1/2040 0 0 0 0 0 0
7/1/2040 0 0 0 0 0 0
8/1/2040 0 0 0 0 0 0
9/1/2040 0 0 0 0 0 0
10/1/2040 0 0 0 0 0 0
11/1/2040 0 0 0 0 0 0
12/1/2040 0 0 0 0 0 0
1/1/2041 0 0 0 0 0 0
2/1/2041 0 0 0 0 0 0
3/1/2041 0 0 0 0 0 0
4/1/2041 0 0 0 0 0 0
5/1/2041 0 0 0 0 0 0
6/1/2041 0 0 0 0 0 0
7/1/2041 0 0 0 0 0 0
8/1/2041 0 0 0 0 0 0
9/1/2041 0 0 0 0 0 0
10/1/2041 0 0 0 0 0 0
11/1/2041 0 0 0 0 0 0
12/1/2041 0 0 0 0 0 0
1/1/2042 0 0 0 0 0 0
2/1/2042 0 0 0 0 0 0
3/1/2042 0 0 0 0 0 0
4/1/2042 0 0 0 0 0 0
5/1/2042 0 0 0 0 0 0
6/1/2042 0 0 0 0 0 0
7/1/2042 0 0 0 0 0 0
8/1/2042 0 0 0 0 0 0
9/1/2042 0 0 0 0 0 0
10/1/2042 0 0 0 0 0 0
11/1/2042 0 0 0 0 0 0
12/1/2042 0 0 0 0 0 0
1/1/2043 0 0 0 0 0 0
2/1/2043 0 0 0 0 0 0
3/1/2043 0 0 0 0 0 0
4/1/2043 0 0 0 0 0 0
5/1/2043 0 0 0 0 0 0
6/1/2043 0 0 0 0 0 0
7/1/2043 0 0 0 0 0 0
8/1/2043 0 0 0 0 0 0
9/1/2043 0 0 0 0 0 0
10/1/2043 0 0 0 0 0 0
11/1/2043 0 0 0 0 0 0
12/1/2043 0 0 0 0 0 0
1/1/2044 0 0 0 0 0 0
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1/1/2048 0 0 0 0 0 0
2/1/2048 0 0 0 0 0 0

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3/1/2048 0 0 0 0 0 0
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10/1/2053 0 0 0 0 0 0
11/1/2053 0 0 0 0 0 0

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B-1

EXHIBIT B

NOTICES
IF TO ISSUER: California Community Choice Financing Authority 1125 Tamalpais Avenue
San Rafael, CA 94901
Email: [email protected] and [email protected]

IF TO PROJECT
PARTICIPANT: Clean Power Alliance of Southern California 801 South Grand Avenue, Suite 400
Los Angeles, CA 90017
Email: [email protected]

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C-1

EXHIBIT C

REMARKETING TERMINATION NOTICE
California Community Choice Financing Authority
1125 Tamalpais Avenue
San Rafael, CA 94901
Email: [email protected] and [email protected]
Aron Energy Prepay 41 LLC
c/o J. Aron & Company LLC
200 West Street
New York, NY 10282
U.S. Bank Trust Company, National Association
1349 W. Peachtree Street, Suite 1050
Atlanta, Georgia 30309
Attention: Mark Hallam
Telephone: (404) 898-2463
Email: [email protected]
To the Addressees:

The undersigned, duly authorized representative of Clean Power Alliance of Southern California (the "Project Participant"), is providing this notice (the “Remarketing Termination Notice”) pursuant to the Clean Energy Purchase Contract, dated as of August 16, 2024 (the “Clean Energy Purchase Contract”), between California Community Choice Financing Authority and Project Participant. Capitalized terms used herein shall have the meanings set forth in the Clean Energy Purchase Contract.

Pursuant to Section 3.5(b) of the Clean Energy Purchase Contract, the Project Participant has elected to terminate this Agreement unless Issuer and Prepay LLC are able to achieve an Available Discount Percentage equal to or greater than the Minimum Discount Percentage.

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

CLEAN POWER ALLIANCE OF

SOUTHERN CALIFORNIA
By: _____________________
Printed Name:

Title:

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EXHIBIT D

FORM OF FEDERAL TAX CERTIFICATE
This Federal Tax Certificate is executed in connection with the Clean Energy Purchase Contract dated as of August 16, 2024 (the “Clean Energy Purchase Contract”), by and between the California Community Choice Financing Authority (“Issuer”) and Clean Power Alliance of Southern California, a California joint powers authority (“Project Participant”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Clean Energy Purchase Contract, in the Tax Certificate and Agreement, or in the Trust Indenture.

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

NOW, THEREFORE, PROJECT PARTICIPANT HEREBY CERTIFIES AS FOLLOWS:

Project Participant is a joint powers authority and a community choice aggregator created and existing pursuant to the provisions of California law, organized under the laws of the State of California. As a community choice aggregator, the Project Participant is a load-serving entity providing electricity to customers within the boundaries of cities and/or counties that have elected to participate in Project Participant’s community choice aggregation program. For purposes of this Certificate, the term “service area” of the Project Participant means the boundaries of the cities and/or counties that have elected to participate in the Project Participant’s community choice aggregation program, as well as any other area recognized as the service area of the Project Participant under state or federal law.

Project Participant will resell all of the Energy acquired pursuant to the Clean Energy Purchase Contract to its retail Energy customers within its service area, with retail sales in all cases being made pursuant to regularly established and generally applicable tariffs.

From January 2019 to [____], the monthly average amount of Energy purchased (other than for resale) by customers of Project Participant who are located within the service area of Project Participant is at least [____] MWh. Over the term of the Clean Energy Purchase Contract, the Project Participant expects the monthly average amount of Energy purchased (other than for resale) by customers of the Project Participant who are located within the service area of the Project Participant to be at least [____] MWh. The maximum monthly amount of Energy in any month being acquired pursuant to the Clean Energy Purchase Contract is [____] MWh.

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The Project Participant has existing rights to acquire other energy (including rights to capacity to generate electricity, whether owned, leased or otherwise contracted for) over the term of the Clean Energy Purchase Contract. Over the term of the Clean Energy Purchase Contract, the sum of (a) the amount of Energy being acquired pursuant to the Clean Energy Purchase Contract in any month, and (b) the amount of Energy that Project Participant otherwise has a right to acquire (including rights to capacity to generate electricity, whether owned, leased or otherwise contracted for) for such month does not exceed (i) [____]% of the monthly amount of Energy expected to be purchased (other than for resale) by customers of Project Participant who are located within the service area of Project Participant in any month in calendar year [____], and (ii) does not exceed [____]% of the monthly amount of Energy expected to be purchased (other than for resale) by customers of Project Participant who are located within the service area of Project Participant in any month in later calendar years.

The Project Participant has assigned certain rights and obligations under power purchase agreements to J. Aron that, in addition to rights to Energy, include rights to capacity based on battery storage (the “Storage”) that will be charged from Energy produced at the same facilities and acquired pursuant to that same power purchase agreements. The Project Participant certifies that it will exercise its rights pursuant to such power purchase agreements to ensure that such Storage will only be charged from Energy produced at such facilities and acquired pursuant to such power purchase agreements.

In the event of the expiration or termination of an EPS Energy Period, Project Participant agrees to comply with its obligations in the Clean Energy Purchase Contract, including but not limited to its obligations to (a) exercise Commercially Reasonable Efforts to assign a portion of Project Participant’s rights and obligations under a power purchase agreement under which Project Participant is purchasing EPS Compliant Energy to J. Aron pursuant to an Assignment Agreement and (b) cooperate in good faith with Issuer and J. Aron with respect to any proposed assignments.

Project Participant expects to pay for Energy acquired pursuant to the Clean Energy Purchase Contract solely from funds derived from its power distribution operations. Project Participant expects to use current net revenues of its to pay for current Energy acquisitions. Neither the Project Participant nor any person who is a related party to the Project Participant will hold any funds or accounts in which monies are invested and which are reasonably expected to be used to pay for Energy acquired more than one year after such monies are set aside. No portion of the proceeds of the Bonds will be used directly or indirectly to replace funds of Project Participant or any persons who are related Persons to Project Participant that are or were intended to be used for the purpose for which the Bonds were issued.
_______________, 2024
By: ________________________________
[Name]
[Title]

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E-1

EXHIBIT E

OPINION OF COUNSEL
California Community Choice Financing Authority
San Rafael, CA
Clean Power Alliance of Southern California
Los Angeles, CA
Aron Energy Prepay 41 LLC
New York, NY
Goldman Sachs & Co. LLC
New York, NY
U.S. Bank Trust Company, National Association
Atlanta, Georgia
Ladies and Gentlemen:

We have acted as counsel to Clean Power Alliance of Southern California (the “Project Participant”) in connection with the issuance by the California Community Choice Financing Authority (the “Issuer”) of its Clean Energy Project Revenue Bonds, Series 2024B (the “Bonds”).

This opinion is rendered pursuant to Section 8(e)(16)(i) of the Bond Purchase Contract, dated August 16, 2024 (the “Bond Purchase Contract”), by and between Goldman Sachs & Co. LLC, as underwriter (the “Underwriter”) and the Issuer.

In rendering this opinion, we have examined executed copies of the following documents or, with respect to the form of Limited Assignment Agreement referenced in paragraph (d) below, an unexecuted copy in the form approved by the Board of Directors of the Project Participant pursuant to the Project Participant Resolution (collectively, the “Project Participant Documents”) (a) Resolution No. 24-07-069 adopted by the Board of Directors of the Project Participant on July 25, 2024 (the “Project Participant Resolution”); (b) Clean Energy Purchase Contract between Project Participant and the Issuer (the “Clean Energy Purchase Contract”);
(c) Custodial Agreement by and among Project Participant, J. Aron & Company LLC, a New York limited liability company (“J. Aron”), Aron Energy Prepay 41 LLC, a Delaware limited liability company, and U.S. Bank Trust Company, National Association, as custodian; (d) Form of Limited Assignment Agreement, by and among Project Participant, the applicable seller under the power purchase agreement to which such assignment relates, and J.

Aron;

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E-2
(e) Letter Agreement between Project Participant and J. Aron regarding matters relating to Limited Assignment Agreements; and
(f) Clean Energy Project Operational Services Agreement relating to the Project, by and between Project Participant and the Issuer.

We have also reviewed copies of such records and other documents as we have deemed necessary and relevant for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity of all original documents submitted to us as copies.

As to factual matters, we have relied solely upon our review of the foregoing, the representations and warranties of the Project Participant contained in the Project Participant Documents, the Preliminary Official Statement, the Official Statement, the joint powers agreement of the Project Participant, and various certificates and other documents furnished to us by authorized officers of the Project Participant. In basing the opinions set forth in this letter on “our knowledge”, the words “our knowledge” signify that, in the course of our representation, no facts have come to our attention that would give us actual knowledge or actual notice that any such opinions or other matters are not accurate. Except as otherwise stated in this opinion, we have undertaken no investigation or verification of such matters.

We are of the opinion that:

1. The Project Participant is a joint powers authority created and existing under the laws of the State of California (the “State”), specifically the Joint Exercise of Powers Act, constituting Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the California Government Code, as amended and supplemented from time to time (the “Act”), and has full legal right, power and authority under the Act to (a) enter into, execute and deliver the Project Participant Documents, and (b) carry out and consummate the transactions contemplated by the Project Participant Documents.

2. By all necessary official action, the Project Participant has duly authorized all necessary action to be taken by it for (a) the adoption of the Project Participant Resolution, (b) the approval, execution and delivery of, and the performance by the Project Participant of the obligations on its part, contained in the Project Participant Documents, and (c) the consummation by it of all other transactions contemplated by the Preliminary Official Statement, the Official Statement and the Project Participant Documents.

3. The Project Participant Resolution was duly and validly adopted by the Project Participant in compliance with all applicable procedural requirements of the Project Participant and in compliance with the Act, and the Project Participant Resolution is in full force and effect and has not been amended.

4. The Project Participant Documents have been duly authorized, executed and delivered by the Project Participant, and constitute legal, valid and binding obligations of the Project Participant enforceable against the Project Participant in accordance with their respective terms, except to the extent limited by bankruptcy, insolvency, reorganization, moratorium or other

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E-3
similar laws and equitable principles of general application relating to or affecting the enforcement of creditors’ rights.

5. All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Project Participant of its obligations under the Project Participant Documents have been obtained.

6. The execution and delivery of the Project Participant Documents and compliance by the Project Participant with the provisions thereof, under the circumstances contemplated therein, will not conflict with or constitute on the part of the Project Participant a material breach of or a default under any agreement or instrument to which the Project Participant is a party, or violate any existing law, administrative regulation, court order, or consent decree to which the Project Participant is subject.

7. To our knowledge, the statements contained in the Preliminary Official Statement as of its date and in the Official statement under the captions “INTRODUCTION – CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA,” “COMMUNITY CHOICE AGGREGATORS,” in the second paragraph under the caption “LITIGATION,” and in Appendix A – “THE PROJECT PARTICIPANT” are true and correct in all material respects.

Notwithstanding anything to the contrary contained above, the foregoing opinion is expressly made subject to the following exceptions, qualifications, and assumptions:
(i) We express no opinion with respect to the validity or enforceability of any provisions of the Project Participant Documents or any other documents that may be read to require the Project Participant to indemnify any party. (ii) We express no opinion with respect to regulatory compliance by the Project Participant under any applicable law, including the California Public Utilities Code, as amended or supplemented from time to time, as determined by any governmental authority, including the California Public Utilities Commission, regarding the purchase of Energy by Project Participant under the Clean Energy Purchase Contract.
(iii) We express no opinion as to the enforceability of provisions waiving, directly or indirectly, expressly or impliedly, defenses to obligations or rights granted by law, where such waivers are prohibited by law or are against public policy. (iv) Our opinion as to enforceability is limited by standards of good faith, fair dealing, materiality, and reasonableness that may be applied by a court to the exercise of certain rights and remedies; limitations based on statutes or on public policy limiting a person’s right to waive the benefit of statutory provisions or of a common law right; and limitations releasing a party from or indemnifying a party against liability for its own wrongful or negligent act when such release or indemnification

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E-4
is contrary to public policy.
(v) Our opinion is limited to the matters stated herein and no opinion may be inferred or implied beyond the matters expressly stated herein. The opinions expressed in this letter are given solely for your use and benefit in connection with the transactions referred to herein and no other person may use or rely on this opinion letter, nor may it be used or relied upon in any other transaction which is not related to transactions referred to herein, without our prior express written consent. This opinion is provided to you as a legal opinion only and not as a warranty or guarantee with respect to the matter described herein or in the documents referred to herein. (vi) The scope of this opinion is limited to those issues and parties specifically considered herein and no further or more expansive opinion is implied or should be inferred from any opinion expressed herein. On such basis, any variation or difference in the facts upon which this opinion is based might affect our conclusions in an adverse manner and make them inaccurate.

This opinion is rendered solely for the use and benefit of the parties listed on Schedule I hereto and may not be relied upon other than in connection with the transactions contemplated by the Project Participant Documents, or by any other person or entity for any purpose whatsoever, nor may this opinion be quoted in whole or in part or otherwise referred to in any document or delivered to any other person or entity, without the prior written consent of the undersigned.

Respectfully submitted,

CHAPMAN AND CUTLER LLP
DAB:JC

Agenda Page 148
1 EXHIBIT F

ASSIGNMENT OF ASSIGNABLE POWER CONTRACTS

1. General Requirements. Assigned Rights and Obligations under an Assignable Power Contract may only be assigned under this Exhibit F if the following requirements are satisfied or waived by J. Aron and Issuer:

1.1. The seller under such Assignable Power Contract (the “APC Party”) either (i) has a long-term senior unsecured credit rating that is “Baa3” or higher from Moody’s Investor’s Service, Inc. (or any successor to its credit rating service operation), “BBB-” or higher from Standard & Poor’s Global Ratings (or any successor to its credit rating service operation) or “BBB-” or higher from Fitch Ratings, Inc. (or any successor to its credit rating service operation), (ii) provides credit support that is reasonably satisfactory to J.

Aron or (iii) otherwise provides evidence of its creditworthiness that is reasonably satisfactory to J. Aron (which, for the avoidance of doubt, may include credit support provided by such APC Party to Project Participant).

1.2. The APC Party satisfies J. Aron’s internal requirements as they relate to “know your customer” rules, policies and procedures, anti-money laundering rules and regulations, Dodd-Frank Act, Commodity Exchange Act, Patriot Act and similar rules, regulations, requirements and corresponding policies.

1.3. The APC Party is organized in the United States and in a jurisdiction that does not present adverse tax consequences to J. Aron or Issuer in connection with such proposed assignment.

1.4. J. Aron, Project Participant, and Issuer have agreed on and executed an Assignment Agreement for such assignment in the form attached hereto as Annex I.

1.5. J. Aron, Project Participant, Issuer, and the applicable APC Party have agreed on and executed an Assignment Agreement for such assignment.

1.6. If the Assignable Power Contract is unit-contingent or for an as-generated Product, then:

1.6.1. J. Aron has determined with a high degree of certainty that the Applicable Project will be able to generate the Assigned Prepay Value in each Month during the proposed Assignment Period.

1.6.2. The Applicable Project (as defined below) has generated the Assigned Prepay Value (as defined below) in each Month since commencing commercial operation.

2. Proposed Assignment. Project Participant may propose an assignment of Assigned Rights and Obligations under Article VI of the Clean Energy Purchase Contract by delivering the following items to Issuer and to J. Aron:

2.1. A written notice of the proposed assignment signed by Project Participant.

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2 2.2. A true and complete copy of the Assignable Power Contract under which such Assigned Rights and Obligations would arise.

2.3. Evidence reasonably satisfactory to Issuer and J. Aron that all authorizations, consents, approvals, licenses, rulings, permits, exemptions, variances, orders, judgments, decrees, declarations of or regulations by any Government Agency necessary in connection with the transactions contemplated by the Assignable Power Contract and the assignment of the Assignable Power Contract to J. Aron have been obtained and are in full force and effect. Such evidence may be provided by a closing certificate with appropriate back-up materials.

2.4. Such additional information as Issuer and J. Aron may reasonably request regarding the Assignable Power Contract and the APC Party.

2.5. If the Assignable Power Contract is unit-contingent or for an as-generated Product, then:

2.5.1. A description and information of the applicable project to which the Assignable Power Contract applies (the “Applicable Project”), including but not limited to information on the location, interconnection(s), and operating and compliance history of Applicable Project.

2.5.2. Either (i) a report from a nationally recognized consultant in the energy industry that is reasonably acceptable to Issuer and J. Aron showing the “P99” forecasted generation (“P99 Generation”) and “P50” forecasted generation (“P50 Generation”) of the Applicable Project for the entire Assignment Period, as the terms P99 and P50 are commonly used in the renewable energy industry or (ii) monthly historical generation and meteorological data of the Applicable Project dating back to the commercial operation date.

Following Issuer’s and J. Aron’s receipt of such information, Project Participant and Issuer will and J. Aron has agreed in the Electricity Sale and Service Agreement to (i) negotiate in good faith with one another and exercise Commercially Reasonable Efforts to agree upon an Assignment Agreement, with the initial draft of such Assignment Agreement to be developed by J. Aron, and (ii) negotiate in good faith with one another and the APC Party regarding an Assignment Agreement, in each case related to the proposed assignment. If such Assignment Agreement is agreed to by the representative parties thereto, the applicable parties will execute such Assignment Agreement to be effective upon the assignment of the Assigned Rights and Obligations from Project Participant to J. Aron pursuant to the Assignment Agreement. J. Aron will act in good faith in considering proposed assignments that meet the criteria set forth in this Exhibit F, in accordance with the provisions set forth in the Electricity Sale and Service Agreement. For the avoidance of doubt, Project Participant acknowledges that J. Aron will not be required to execute any Assignment Agreement, or otherwise accept any Assigned Rights and Obligations unless the APC Party (i) satisfies J. Aron’s internal requirements as they relate to “know your customer” rules, policies and procedures, anti-money laundering rules and regulations, Dodd-Frank Act, Commodity Exchange Act, Patriot Act and similar rules, regulations, requirements and corresponding policies, (ii) is organized in the United States, and (iii) satisfies all other requirements in Section 1 of this Exhibit F.

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3 3. Assignment Agreement. In connection with each assignment, an “Assignment Agreement” will be prepared in the form attached hereto as Annex I (with such changes as agreed by the Parties in their sole discretion), must be executed by Project Participant, Issuer and J. Aron, and must include each of the following:

3.1. The term of such Assigned Rights and Obligations (an “Assignment Period”) shall have the meaning specified in each applicable Assignment Agreement and shall (i) end not later than (a) the end of the delivery period under the Assignable Power Contract and (b) the end of the Delivery Period under this Agreement, (ii) not commence any earlier than sixty (60) days after Project Participant’s original notice under Section 2.1 above, and (iii) have a primary term that is not less than 18 Months in duration (provided, for the avoidance of doubt, the primary term references the term of the applicable Assignment Period and not the term of the Assignable Power Contract).

3.2. If the Assignable Power Contract is unit-contingent or for an as-generated product, then a description of the Applicable Project.

3.3. The “Assigned Prepay Quantity” means, for each Month of an Assignment Period and each Assignment Agreement, a quantity of Energy agreed upon by J. Aron, Issuer and Project Participant, which Assigned Prepay Quantity, if the Assignable Power Contract is unit contingent or for an as-generated Product, shall not exceed an amount that J. Aron has determined with a high degree of certainty that the Applicable Project will be able to generate in each Month during the Assignment Period; provided that the Assigned Prepay Quantity for each Month may not exceed the limit expressed in the proviso to Section 3.4 below. For the avoidance of doubt, the Assigned Rights and Obligations will include all of Project Participant’s rights to receive Energy under the Assignable Power Contract even if such rights to receive Energy may exceed the Assigned Prepay Quantity.

3.4. The reduction in Base Quantity for each Delivery Hour during an Assignment Period after giving effect to an Assignment Agreement (each, a “Base Quantity Reduction”) shall be calculated in accordance with this Section 3.4. For the Initial Assignment Periods, the Base Quantity Reductions have been calculated as follows: the Base Quantity Reduction for each Delivery Hour of the Initial Assignment Periods equal (i) the Assigned Prepay Quantity for each such Delivery Hour (which will be determined by dividing the Assigned Prepay Quantity for the applicable Month by the number of Delivery Hours in such Month), multiplied by (ii) the result of (A) the APC Contract Price applicable for such Hour, divided by (B) $53.052. For any Assignment Period other than the Initial Assignment Periods, the Base Quantity Reduction for each Delivery Hour of the relevant Assignment Period shall equal (i) the Assigned Prepay Quantity for each such Delivery Hour (which will be determined by dividing the Assigned Prepay Quantity for the applicable Month by the number of Delivery Hours in such Month), multiplied by (ii) the result of (A) Fixed Price for Assigned Prepay Quantities outside of the Initial Assignment Periods divided by (B) the Fixed Price for Base Quantities; provided that if the Base Quantity Reduction for any Delivery Hour would result in a Base Quantity of less than zero, then the Assigned Prepay Quantity for such Delivery Hour will be reduced to the closest whole MWh such that the Base Quantity is not reduced below zero.

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4 3.5. Except for the Assignment Agreements for the Initial Assignment Periods, the APC Contract Price under the relevant Assignment Agreement shall be the Day-Ahead Average Price, unless Issuer, Project Participant and J. Aron agree to appropriate changes to the relevant documents to accommodate a different price.

3.6. The Assigned Delivery Point for all Assigned Energy.

3.7. The Assigned Products included in the Assigned Rights and Obligations, which Assigned Products may not include any Product other than (a) Energy, (b) associated RECs, and (c) other product included within the sale of Energy and not separately delivered from Energy, provided that the APC Contract Price must be inclusive of any amounts due in respect of all Assigned Products, provided furthermore that Assigned Products may not in any case include capacity.

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1 ANNEX I

FORM OF LIMITED ASSIGNMENT AGREEMENT
NOTE: Project Participant may include the form included in this Annex I as an exhibit to any PPA executed by Project Participant and include the following or similar language in the PPA:
“[Seller] agrees that [Buyer] may assign a portion of its rights and obligations under this Agreement to J. Aron & Company LLC (“J. Aron”) at any time upon not less than [___] days’ notice by delivering a written request for such assignment, which request must include a proposed assignment agreement in the form attached hereto as [Exhibit ___], with the blanks in such form completed in [Buyer’s] sole discretion. Provided that [Buyer] delivers a proposed assignment agreement complying with the previous sentence, [Seller] agrees to (i) comply with J. Aron’s reasonable requests for know-your-customer and similar account opening information and documentation with respect to [Seller], including but not limited to information related to forecasted generation, credit rating, and compliance with anti-money laundering rules, the Dodd-Frank Act, the Commodity Exchange Act, the Patriot Act and similar rules, regulations, requirements and corresponding policies; and (ii) promptly execute such assignment agreement and implement such assignment as contemplated thereby, subject only to the countersignature of J. Aron and Company, LLC and [Buyer].”

LIMITED ASSIGNMENT AGREEMENT
This Limited Assignment Agreement (this “Assignment Agreement” or “Agreement”) is entered into as of [____], by and among [____], a [____] (“PPA Seller”), Clean Power Alliance of Southern California, a California joint powers authority (“PPA Buyer”), and J. Aron & Company LLC, a New York limited liability company (“J. Aron”), and relates to that certain power purchase agreement (the “PPA”) between PPA Buyer and PPA Seller as described on Appendix 1. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Agreement have the meanings set forth in the PPA.

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

1. Limited Assignment and Delegation.
(a) PPA Buyer hereby assigns, transfers and conveys to J. Aron all right, title and interest in and to the rights of PPA Buyer under the PPA to receive delivery of the products described on Appendix 1 (the “Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights may be limited or further described in the “Further Information” section on Appendix 1 (the “Assigned Product Rights”). All Assigned Products shall be delivered pursuant to the terms and conditions of this Agreement during the Assignment Period as provided in Appendix 1. All other rights of PPA Buyer under the PPA are expressly reserved for PPA Buyer.
(b) PPA Buyer hereby delegates to J. Aron the obligation to pay the APC Contract Price for all Assigned Products that are actually delivered to J. Aron pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered Product Payment Obligation” and together with the Assigned Product Rights, collectively the “Assigned

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2 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 J. Aron consistent with Section 10 hereof). To the extent J. Aron fails to pay the Delivered Product Payment Obligation by the due date for payment set forth in the PPA, notwithstanding anything in this Agreement to the contrary, PPA Buyer agrees that it shall have the option to make such payment and that it will be an Event of Default pursuant to Section [__] if PPA Buyer does not make such payment within five (5) Business Days of receiving Notice of such non-payment from PPA Seller, in which case PPA Buyer will exercise its reimbursement claim pursuant to Section 6.4 of the Clean Energy Purchase Contract, dated as of [____], by and between PPA Buyer and California Community Choice Financing Authority (the “Clean Energy Purchase Contract”).
(c) J. Aron hereby accepts and PPA Seller hereby consents and agrees to the assignment, transfer, conveyance and delegation described in clauses (a) and (b) above. (d) All scheduling of Assigned Products and other communications related to the PPA shall take place pursuant to the terms of the PPA; provided that during the Assignment Period (i) title to Assigned Products will pass from PPA Seller to J. Aron upon delivery by PPA Seller of Assigned Product in accordance with the PPA; (ii) PPA Buyer is hereby authorized by J. Aron and shall act as J. Aron’s agent with respect to scheduling Assigned Products; (iii) PPA Buyer will provide copies to J. Aron of any 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 J. Aron of annual forecasts of Energy and monthly forecasts of available capacity and Energy provided pursuant to Section [__] of the PPA; (v) PPA Seller will provide copies to J. Aron of all invoices and supporting data provided to PPA Buyer pursuant to Section [__], 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 [__], will be resolved solely between PPA Buyer and PPA Seller and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to J. Aron; and (vi) PPA Buyer and PPA Seller, as applicable, will provide copies to J. Aron of any other information reasonably requested by J. Aron relating to Assigned Products.
(e) PPA Seller acknowledges that (i) J. Aron intends to immediately transfer title to any Assigned Products received from PPA Seller through one or more intermediaries such that all Assigned Products will be ultimately delivered to 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 transferred to J. Aron. To the extent any such PPA Buyer Receivables are transferred to J. Aron, J. Aron 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.

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3 (f) On or before the commencement of the Assignment Period, The Goldman Sachs Group (“Guarantor”), Inc. will issue, in favor of PPA Seller, a guaranty of J. Aron’s payment obligations under this Assignment Agreement substantially in the form of Appendix 3 attached hereto (“Guaranty”).
(g) Notwithstanding any other provision of this Agreement, PPA Buyer shall be entitled to retain for its own account all CAISO revenues associated with delivery of the Assigned Products to CAISO, including where PPA Buyer is acting as Scheduling Coordinator for the Facility (as defined in the PPA) and through scheduling of ISTs. Nothing in this Agreement modifies or amends any rights or obligations of PPA Buyer and PPA Seller under the PPA with respect to CAISO revenues and costs. As used in this clause (g), the following terms have the meanings specified below.
“CAISO” means California Independent System Operator or its successor. “CAISO Tariff” means CAISO’s Federal Energy Regulatory Commission approved tariff, as modified, amended or supplemented from time to time. “Inter-SC Trade” or “IST” has the meaning set forth in the CAISO Tariff. “Scheduling Coordinator” means an entity certified by the CAISO as qualifying as a Scheduling Coordinator pursuant to the CAISO Tariff for the purposes of undertaking the functions specified in “Responsibilities of a Scheduling Coordinator,” of the CAISO. (h) The Assigned Prepay Quantity set forth in Appendix 2 relates to obligations by and between J. Aron and PPA Buyer and has no impact on PPA Seller’s rights and obligations under the PPA.

2. Assignment Early Termination.
(a) The Assignment Period may be terminated early upon the occurrence of any of the following:
(1) delivery of a written notice of termination specifying a termination date by either J.

Aron or PPA Buyer to each of the other Parties;
(2) delivery of a written notice of termination specifying a termination date by PPA Seller to each of J. Aron and PPA Buyer following J. Aron’s failure to pay when due any amounts owed to PPA Seller in respect of any Delivered Product Payment Obligation and such payment is not made by J. Aron or PPA Buyer within five (5) business days following receipt by J. Aron 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 J. Aron; or (4) delivery of a written notice by J. Aron 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

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4 the end of the last day of the calendar month in which such notice is delivered if termination is pursuant to clause 2(a)(1) or 2(a)(2) above. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the early termination of the Assignment Period, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
(c) The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the expiration of or early termination of the PPA, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
(d) The Assignment Period will automatically terminate upon delivery by Guarantor of a notice of termination of the Guaranty. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the termination of the Assignment Period, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron 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. The PPA Seller and the PPA Buyer represent and warrant to J. Aron that (a) the PPA is in full force and effect; (b) no event or circumstance exists (or would exist with the passage of time or the giving of notice) that would give either of them the right to terminate the PPA or suspend performance thereunder; and (c) all of its obligations under the PPA required to be performed on or before the Assignment Period Start Date have been fulfilled.

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 [__] of the PPA and to the addresses of each of PPA Seller and PPA Buyer specified in the PPA. PPA Buyer agrees to notify J. Aron of any updates to such notice information, including any updates provided by PPA Seller to PPA Buyer. Notices to J. Aron shall be provided to the following address, as such address may be updated by J. Aron from time to time by notice to the other Parties:

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

5. Miscellaneous. Section [__] (Buyer’s Representations and Warranties), Article [__] (Confidential Information), Sections [__] (Severability), [__] (Limitation on Damages), [__] (Counterparts), [__] (Amendments), [__] (No Agency, Partnership, Joint Venture or Lease), [__]

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5 (Mobile-Sierra), [__] (Electronic Delivery), [__] (Binding Effect) and [__] (No Recourse to Members of Buyer) of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein.

6. U.S. Resolution Stay Provisions.
(a) As between J. Aron and PPA Buyer, J. Aron and PPA Buyer hereby confirm that they are adherents to the ISDA 2018 U.S. Resolution Stay Protocol (“ISDA U.S. Stay Protocol”), the terms of the ISDA U.S. Stay Protocol are incorporated into and form a part of this Assignment Agreement, and for the purposes of such incorporation, (i) J. Aron shall be deemed to be a Regulated Entity, (ii) PPA Buyer shall be deemed to be an Adhering Party, and (iii) this Assignment Agreement shall be deemed a Protocol Covered Agreement. In the event of any inconsistencies between this Assignment Agreement and the ISDA U.S. Stay Protocol, the ISDA U.S. Stay Protocol will prevail.
(b) As between J. Aron and PPA Seller:
(i) In the event that J. Aron becomes subject to a proceeding under (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder or (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “U.S. Special Resolution Regime”) the transfer from J. Aron of this Agreement, and any interest and obligation in or under, and any property securing, this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any interest and obligation in or under, and any property securing, this Agreement were governed by the laws of the United States or a state of the United States.
(ii) In the event that J. Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81,

47.2 or 382.1, as applicable (“Default Right”)) under this Agreement that may be exercised against J. Aron are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (iii) Notwithstanding anything to the contrary in this Agreement, J. Aron and PPA Seller expressly acknowledge and agree that:
(1) PPA Seller shall not be permitted to exercise any Default Right with respect to this Agreement or any Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of J. Aron becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an “Insolvency Proceeding”), except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and (2) Nothing in this Agreement shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of J. Aron becoming subject to an Insolvency Proceeding, unless the transfer would result in PPA Seller being the beneficiary of such Affiliate Credit Enhancement in violation of any law applicable to PPA Seller.

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6 (iv) If PPA Seller adheres to the ISDA U.S. Protocol, the terms of the ISDA U.S.

Protocol will supersede and replace the terms of this Section 6(b). (v) For purposes of this Section 6(b):
(1) “Affiliate” is defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); and
(2) “Credit Enhancement” means any credit enhancement or credit support arrangement in support of the obligations of J. Aron under or with respect to this Agreement, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.

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.

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 laws 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]

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7 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 OF SOUTHERN CALIFORNIA
By:

Name:

Title:

J. ARON & COMPANY LLC
By:

Name:

Title:

Execution and delivery of the foregoing Assignment Agreement is hereby approved.

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY
By:

Name:

Title:

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8 Appendix 1
Assigned Rights and Obligations
PPA: “PPA” means that certain Power Purchase and Sale Agreement dated [____], by and between Clean Power Alliance of Southern California and [____], as amended from time to time. “Assignment Period” means the period beginning on [___________] and extending until [___________], provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 of the Assignment Agreement and (ii) the end of the Delivery Term under the PPA; provided that applicable provisions of this 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” include [____].

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

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9 Appendix 2
Assigned Prepay Quantity
[NOTE: To be set forth in a monthly volume schedule.]

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10 Appendix 3
Form of GSG Guaranty
[Date]
NAME

ADDRESS
Attention:

Ladies and Gentlemen:

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

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

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

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

The Guarantor may not assign its rights nor delegate its obligations under this Guaranty, in whole or in part, without prior written consent of the Counterparty, and any purported

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11 assignment or delegation absent such consent is void, except for (i) an assignment and delegation of all of the Guarantor’s rights and obligations hereunder in whatever form the Guarantor determines may be appropriate to a partnership, corporation, trust or other organization in whatever form that succeeds to all or substantially all of the Guarantor’s assets and business and that assumes such obligations by contract, operation of law or otherwise, and (ii) the Guarantor may transfer this Guaranty or any interest or obligation of the Guarantor in or under this Guaranty, or any property securing this Guaranty, to another entity as transferee as part of the resolution, restructuring or reorganization of the Guarantor upon or following the Guarantor becoming subject to a receivership, insolvency, liquidation, resolution or similar proceeding. Upon any such delegation and assumption or transfer of obligations, the Guarantor shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption or transfer.

THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN

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

GUARANTOR AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS

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

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

Very truly yours,
THE GOLDMAN SACHS GROUP, INC.

By: _______
Authorized Officer

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G-1

EXHIBIT G

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

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

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

1.2. “Clean Energy Purchase Contract” means that certain Clean Energy Purchase Contract dated as of August 16, 2024 by and between Issuer and Project Participant.

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

1.4. “Issuer” means California Community Choice Financing Authority, a joint powers authority and a public entity of the State of California established pursuant to the provisions of the Joint Exercise of Powers Act (Article 1, Chapter 5, Division 7, Title 1, Section 6500 et seq. of the California Government Code, as amended).

1.5. “Master Power Supply Agreement” means that certain Master Power Supply Agreement dated as of August 16, 2024 by and between Prepay LLC and Issuer that is specified as relating to the Clean Energy Purchase Contract with Project Participant.

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

1.7. “Prepay LLC” means Aron Energy Prepay 41 LLC, a Delaware limited liability company.

1.8. “Project Participant” means Clean Power Alliance of Southern California, a California joint powers authority.

1.9. “Receipt Scheduling Entity” for any Delivery Point means the Project Participant, unless the Clean Energy Purchase Contract has been suspended or terminated, in which case the

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G-2
Receipt Scheduling Entity will be Issuer or a Person designated by Issuer for such Delivery Point in accordance with this Communications Protocol.

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

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

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

1.13. “Scheduling Entities” means the Receipt Scheduling Entity and the Delivery Scheduling Entity.

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

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

2.2 Performance of Communications Protocol. Each Relevant Party to a Relevant Contract shall cause its counterparty to each other Relevant Contract to comply with the provisions of this Communications Protocol as the provisions apply to such counterparty to the extent required to perform the obligations of the Relevant Party under the Relevant Contract.

2.3 Third Party Beneficiaries. To the extent this Communications Protocol purports to give any Relevant Party (a “Beneficiary”) rights vis-à-vis any other Relevant Party (a “Burdened Party”) with whom such Beneficiary does not have privity under a Relevant Contract, such Beneficiary shall be deemed to be a third party beneficiary of each Relevant Contract to which the Burdened Party is a party to the

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G-3
extent necessary or convenient to enforce the obligations of the Burdened Party under this Communications Protocol.

2.4 Amendment of Relevant Contracts. No Relevant Party shall amend, waive or otherwise modify any provision of any Relevant Contract to which it is a party without the consent of each other Relevant Party whose rights or obligations would be materially and adversely affected by such amendment, waiver or modification as it relates to this Communications Protocol.

2.5 Amendment of Communications Protocol. No Relevant Party shall amend any provision of this Communications Protocol in a Relevant Contract without the consent of each other Relevant Party.

2.6 Waiver of Communications Protocol. No Relevant Party shall waive any provision of this Communications Protocol in a Relevant Contract without the consent of each other Relevant Party whose rights or obligations would be materially and adversely affected by such waiver.
3 DESIGNATION AND REPLACEMENT OF SCHEDULING ENTITIES

3.1 Designation of Delivery Scheduling Entity. Prepay LLC may designate a new Delivery Scheduling Entity upon thirty (30) days written notice to Issuer substantially in the form of Attachment 4. Any Scheduling Entity designated in accordance with this Section 3.1 shall commence service at the beginning of a Month, unless mutually agreed in writing between Prepay LLC and Issuer.

3.2 Assumption by Receipt Scheduling Entity. If any Delivery Scheduling Entity (other than Prepay LLC) persistently fails to perform its obligations as contemplated under this Communications Protocol, the Receipt Scheduling Entity may, by notice to Prepay LLC, require that Prepay LLC deal directly with the Receipt Scheduling Entity until a new Delivery Scheduling Entity is designated in accordance with this Section 3.1.

3.3 Scheduling Coordinator. Project Participant shall designate a scheduling coordinator for the purposes of accepting Base Product delivery at the Base Delivery Point through the scheduling of ISTs.
4 INFORMATION EXCHANGE AND COMMUNICATION BETWEEN ISSUER AND

PREPAY LLC

4.1 Communication of Operational Nomination Details.

4.1.1 Not later than three Days prior to each Day during which Base Product is required to be delivered under the Agreement, the Receipt Scheduling Entity for such Delivery Point may deliver an operational nomination in

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G-4
writing (the “Operational Nomination”) indicating any inability of a Project Participant to receive all of its Base Quantities during such Day, which Operational Nomination shall be without prejudice to any party’s rights under the Relevant Contracts for failure to receive Base Quantities. If no changes to Base Quantities are so submitted, the Operational Nomination shall be deemed to nominate the full Base Quantities required to be delivered on a Day.

4.1.2 Not later than three Days prior to each Day during which Base Product is required to be delivered under the Agreement, the Delivery Scheduling Entity for such Delivery Point may revise the Operational Nomination to indicate any inability of Prepay LLC to deliver all Base Quantities during such Day, which revised Operational Nomination shall be without prejudice to any party’s rights under the Relevant Contracts for failure to deliver Base Quantities.

4.2 Event-specific Communications.

4.2.1 Remarketing Notices issued by Issuer under the Master Power Supply Agreement shall be substantially in the form of Attachment 2 hereto. Any such notices to remarket must be delivered directly to Prepay LLC and the Delivery Scheduling Entity.

4.2.2 Each Scheduling Entity shall notify Prepay LLC, Issuer and the Project Participant as soon as practicable in the event of: (i) any deficiencies in Scheduling related to such Scheduling Entity; (ii) any deficiencies in Scheduling related to the other such Scheduling Entity; and (iii) any issues with Relevant Third Parties that that would reasonably be expected to create issues related to Product Scheduling under the Relevant Contract. 5 ACCESS AND INFORMATION

5.1 Verification of Product Scheduled. In addition to the delivery of and access to the records and data required pursuant to the Agreement, each Relevant Party agrees to provide relevant records from itself and other Relevant Third Parties necessary to document and verify Product Scheduled within and after the Month as needed to facilitate the Relevant Contracts.

5.2 View Rights. To the extent requested by a Delivery Scheduling Entity or Prepay LLC, the Receipt Scheduling Entities will use Commercially Reasonable Efforts to cooperate with the Delivery Scheduling Entity and Prepay LLC to ensure that Delivery Scheduling Entity and Prepay LLC has sufficient agency view rights from each such Scheduling Entity to allow Prepay LLC to view Base Product Scheduling at the Base Delivery Point.

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G-5
6 NOTICES
Any notice, demand, request or other communication required or authorized by this Communications Protocol to be given by one Relevant Party to another Relevant Party shall be in writing, except as otherwise expressly provided herein. It shall either be sent by facsimile (with receipt confirmed by telephone and electronic transmittal receipt), courier, or personally delivered (including overnight delivery service) to the representative of the other Relevant Party designated in Attachment 1 hereto. Any such notice, demand, or request shall be deemed to be given (i) when sent by facsimile confirmed by telephone and electronic transmittal receipt or (ii) when actually received if delivered by courier or personal delivery (including overnight delivery service).

Each Relevant Party shall have the right, upon written notice to the other Relevant Parties, to change its address at any time, and to designate that copies of all such notices be directed to another Person at another address.
7 NO IMPACT ON CONTRACTUAL OBLIGATIONS
Except as expressly set forth herein or in an applicable Relevant Contract, nothing in this Communications Protocol nor any Relevant Party’s actions or inactions hereunder shall have any impact on any Relevant Party’s rights or obligations under the Relevant Contracts.
8 ATTACHMENTS
Attachment 1 - Key Personnel
Attachment 2 - Remarketing Notice Form
Attachment 3 - Designation of Alternate Base Delivery Points Form Attachment 4 - Designation of Scheduling Entities Form

Agenda Page 168
G-6
Attachment 1
Key Personnel
Prepay LLC Marketing Personnel:

Timothy Capuano
Sales and Trading
Telephone: (212) 357-2542
[email protected]
Prepay LLC Scheduling Personnel:

Scheduling Team
Email: [email protected]
Direct Phone: (212) 902-8148
Fax: 212.493.9847
Carly Norlander
ICE Chat: cnorlander1
Email: [email protected]
Direct Phone: (403) 233-9299
Fax: (212) 493-9847
Other Prepay LLC Personnel:

Telephone: (212) 855-0880
[email protected]
Andres E. Aguila
Telephone: (212) 855-6008
Fax: (212) 291-2124
[email protected]
Issuer Personnel:
[email protected] and [email protected]
Project Participant Personnel:
[email protected]
Attachment 2
Remarketing Notice Form
Date: [_____________]
To: Prepay LLC Scheduling

Agenda Page 169
G-7
From: Project Participant Scheduling
This notice is being delivered pursuant to that certain Master Power Supply Agreement (the “Master Power Supply Agreement”) dated as of August 16, 2024 by and between Aron Energy Prepay 41 LLC (“Prepay LLC”) and California Community Choice Financing Authority, a joint powers authority and a public entity of the State of California established pursuant to the provisions of the Joint Exercise of Powers Act (Article 1, Chapter 5, Division 7, Title 1, Section 6500 et seq. of the California Government Code, as amended) (“Issuer”) and relates to the Clean Energy Purchase Contract (the “Clean Energy Purchase Contract”) dated as of August 16, 2024 by and between Issuer and Clean Power Alliance of Southern California (“Project Participant”).

Capitalized terms not defined herein are defined in the Master Power Supply Agreement.

Check the box to indicate type of Remarketing Notice (The numbers of the Primary (“P”) and Alternate (“A”) Delivery Points below correspond to those same Primary Delivery Points and Alternate Delivery Points set forth in Exhibit A-1 of the Agreement, or as may be designated by the Parties from time to time):
 Monthly Remarketing Notice:

Month(s) for which remarketing is requested: _____________________, 20__ through _______________________, 20__.

Pursuant to Section 3(b) of Exhibit C of the Clean Energy Purchase Contract, Project Participant requests that Prepay LLC remarket in such Month(s) the following Base Quantities of Product required to be delivered at the following Delivery Points:

Delivery Point (P/A, #) MWh/ Hour for each Hour in the Month  Daily Remarketing Notice:

Hours for which remarketing is requested: _____________________, 20__ through _______________________, 20__.

Pursuant to Section 3(c) of Exhibit C of the Clean Energy Purchase Contract, Project Participant requests that Prepay LLC remarket for such Hours the following Base Quantities of Product required to be delivered at the following Delivery Point:

Agenda Page 170
G-8
Delivery Point (P/A, #) MWh/Hour
Submitted by Project Participant:

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
By:____________________
Name:

Title:

Agenda Page 171
G-9
Attachment 3
Designation of Alternate Base Delivery Points Form
This designation is delivered pursuant to that certain Master Power Supply Agreement (the “Master Power Supply Agreement”) dated as of August 16, 2024 by and between Aron Energy Prepay 41 LLC (“Prepay LLC”) and California Community Choice Financing Authority, a joint powers authority and a public entity of the State of California established pursuant to the provisions of the Joint Exercise of Powers Act (Article 1, Chapter 5, Division 7, Title 1, Section 6500 et seq. of the California Government Code, as amended) (“Issuer”) and the Clean Energy Purchase Contract (the “Clean Energy Purchase Contract”) dated as of August 16, 2024 by and between Issuer and Clean Power Alliance of Southern California (“Project Participant”). Capitalized terms not defined herein are defined in the Master Power Supply Agreement and the Clean Energy Purchase Contract. Project Participant and/or Issuer hereby proposes the following Alternate Delivery Points for deliveries of Energy that would otherwise be made at the specified Primary Delivery Point:

ALTERNATE

DELIVERY POINT

PRIMARY

DELIVERY POINT

AFFECTED

COMMODITY

REFERENCE PRICE

PRICING POINT

ADDITIONAL

RESTRICTIONS
1 [e.g.
2 Vol. Limit:____
3 Time Limit:]___
(etc.)
Unless otherwise agreed among Prepay LLC, Issuer and Project Participant, an Alternate Delivery Point shall utilize the same Commodity Reference Price as the Primary Delivery Point it replaces or otherwise affects. Project Participant is not required to agree or accept this designation (or any change to the Commodity Reference Price) if it is being submitted by Issuer pursuant to the Master Power Supply Agreement only.

AGREED AND

ACCEPTED BY PREPAY
LLC:
(if required) AGREED TO

AND ACCEPTED BY

PROJECT
PARTICIPANT:
(if required) AGREED TO

AND ACCEPTED BY
ISSUER:

By:

Name:

Title:

By:

Name:

Title:

By:

Name:

Title:

Agenda Page 172
G-10
Attachment 4
Designation of Scheduling Entities Form
This designation is being delivered pursuant to that certain Master Power Supply Agreement (the “Master Power Supply Agreement”) dated as of August 16, 2024 by and between J. Aron Energy Prepay 41 LLC (“Prepay LLC”) and California Community Choice Financing Authority, a joint powers authority and a public entity of the State of California established pursuant to the provisions of the Joint Exercise of Powers Act (Article 1, Chapter 5, Division 7, Title 1, Section 6500 et seq. of the California Government Code, as amended) (“Issuer”) and relates to the Clean Energy Purchase Contract (the “Clean Energy Purchase Contract”) dated as of August 16, 2024 by and between Issuer and Clean Power Alliance of Southern California (“Project Participant”).

Capitalized terms not defined herein are defined in the Master Power Supply Agreement and Clean Energy Purchase Contract.
[If delivered by Project Participant:

Receipt Scheduling Entity:

Delivery Point: ________________________
Effective Date(s) of Service of Receipt Scheduling Entity (full Months only):
________________, ______ to ________________, ______, if applicable Notice Information for Receipt Scheduling Entity:

Delivery Scheduling Entity:

Delivery Point: ________________________
Effective Date(s) of Service of Delivery Scheduling Entity (full Months only):
________________, ______ to ________________, ______, if applicable

Agenda Page 173
G-11
Notice Information for Delivery Scheduling Entity:

Name: ______________________________
Attention: ______________________________
Address: ______________________________
______________________________
Telephone: ______________________________
Fax: ______________________________]
Submitted by:
[Project Participant or Prepay LLC]
By: _____________________________
Name: _____________________________
Title: _____________________________

Agenda Page 174
H-1

EXHIBIT H

PRICING AND OTHER TERMS
Administrative Fee: $0.50 per MWh
Delivery Period: The period beginning on and including December 1, 2024 and ending at the end of the Day on November 30, 2053; provided that the Delivery Period shall end immediately upon
termination of deliveries of Product under the Master Power Supply Agreement pursuant to Article XVII thereof or early termination of the Clean Energy Purchase Contract pursuant to Article XVII hereof.

Initial Reset Period: The period beginning at the beginning of the Day on December 1, 2024 and ending at the end of the last Day of the Month preceding the last Month of the Initial Interest Rate Period (as defined in the Trust Indenture).

Minimum Discount
Percentage:

An Available Discount Percentage as determined under the Re-Pricing Agreement of 5.25%.

Monthly Discount Percentage: For each Month of the Initial Reset Period, 11.00%, and for each Month of any other Reset Period, the percentage
determined by the Calculation Agent as defined in and
pursuant to the Re-Pricing Agreement, exclusive of any
Annual Refund.

Agenda Page 175
I-1

EXHIBIT I

FORM OF CLOSING CERTIFICATE

CLOSING CERTIFICATE OF PROJECT PARTICIPANT
__________, 2024
Re: California Community Choice Financing Authority
Clean Energy Project Revenue Bonds Series 2024B
The undersigned _____________________________ of Clean Power Alliance of Southern California (“Project Participant”) hereby certifies as follows in connection with the Power Supply Contract dated as of August 16, 2024 (the “Agreement”) between the Project Participant and California Community Choice Financing Authority (“Issuer”) and the issuance and sale by Issuer of the above-referenced bonds (the “Bonds”) (capitalized terms used and not defined herein shall have the meanings given to them in the Agreement):

1. Project Participant is a joint powers authority, duly organized and validly existing and in good standing under the laws of the State of California (the “State”), and has the corporate power and authority to enter into and perform its obligations under the Agreement.

2. By all necessary official action on its part, Project Participant has duly authorized and approved the execution and delivery of, and the performance by Project Participant of the obligations on its part contained in, the Agreement, and such authorization and approval has not been amended, supplemented, rescinded or modified in any respect since the date thereof.

3. The Agreement constitutes the legal, valid and binding obligation of Project Participant.

4. The authorization, execution and delivery of the Agreement and compliance with the provisions on Project Participant's part contained therein (a) will not conflict with or constitute a breach of or default under (i) any instrument relating to the organization, existence or operation of Project Participant, (ii) any ruling, regulation, ordinance, judgment, order or decree to which Project Participant (or any of its officers in their respective capacities as such) is subject, or (iii) any provision of the laws of the State relating to Project Participant and its affairs, and (b) will not result in, or require the creation or imposition of, any lien on any of the properties or revenues of Project Participant pursuant to any of the foregoing.
5 Project Participant is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable

Agenda Page 176
I-2
judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which Project Participant is a party or to which Project Participant or any of its property or assets are subject, and no event has occurred and is continuing which constitutes, or with the passage of time or the giving of notice, or both, would constitute, a default or event of default by Project Participant under any of the foregoing.

6. Payments to be made by Project Participant under the Agreement shall constitute operating expenses of Project Participant's power supply system payable solely from the revenues and other available funds of Project Participant's power supply system as a cost of purchased electricity.

7. No litigation, proceeding or tax challenge is pending or, to its knowledge, threatened, against Project Participant in any court or administrative body which would (a) contest the right of the officials of Project Participant to hold and exercise their respective positions, (b) contest the due organization and valid existence of Project Participant, (c) contest the validity, due authorization and execution of the Agreement, or (d) attempt to limit, enjoin or otherwise restrict or prevent Project Participant from executing, delivering and performing the Agreement, nor to the knowledge of Project Participant is there any basis therefor.

8. All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by Project Participant of its obligations under the Agreement have been duly obtained.

9. The representations and warranties of Project Participant contained in the Agreement were true, complete and correct on and as of the date thereof and are true, complete and correct on and as of the date hereof.

10. The statements and information with respect to Project Participant contained in the Preliminary Official Statement dated August 15, 2024 and the Official Statement dated August 16, 2024 with respect to the Bonds, including Appendix A thereto (together, the “Official Statement”), fairly and accurately describe and summarize the financial and operating position of Project Participant for the periods shown therein, and such statements and information did not as of the respective dates of the Official Statement and do not as of the date hereof contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such statements and information, in the light of the circumstances under which they were made, not misleading.

11. To Project Participant's knowledge, no event affecting Project Participant has occurred since the date of the Official Statement which should be disclosed therein in order to make the statements and information with respect to Project Participant contained therein, in light of the circumstances under which they were made, not misleading in any material respect.

12. In connection with the pricing of the Bonds, the agreed term of the Clean Energy Purchase Contract was reduced from 30 years to 29 years and the energy deliveries thereunder

Agenda Page 177
I-3
were commensurately reduced to comply with the aggregate principal limitation set forth in Section 5 of the Project Participant’s Resolution No. 24-07-069, adopted by the Board of Directors of the Project Participant on July 11, 2024. All other parameters set forth in such Resolution have also been met.

IN WITNESS WHEREOF the undersigned has executed this Certificate on and as of the date first written above.

CLEAN POWER ALLIANCE OF SOUTHERN

CALIFORNIA
By
Name:

Title:

Agenda Page 178
SM Draft 26 August 2024

AMENDMENT TO CLEAN ENERGY PURCHASE CONTRACT
This AMENDMENT TO CLEAN ENERGY PURCHASE CONTRACT (this
“Amendment”) is entered into as of [____], 2024, by and between Clean Power Alliance of Southern California, a California joint powers authority (“Project Participant”), and California Community Choice Financing Authority, a joint powers authority and a public entity of the State of California established pursuant to the provisions of the Joint Exercise of Powers Act (Article 1, Chapter 5, Division 7, Title 1, Section 6500 et seq. of the California Government Code, as amended) (“Issuer”). Each of Project Participant and Issuer is referred to herein as a “Party” and collectively as the “Parties”.

RECITALS:

WHEREAS, the Parties entered into that certain Clean Energy Purchase Contract, dated as of August 16, 2024 (the “Agreement”), for the purposes and the consideration set forth therein; WHEREAS, the Parties have agreed to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual premises and obligations set forth herein, the Parties agree as follows:

Section 1. Definitions. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Agreement.

Section 2. Amendment to Delivery Period. The Delivery Period as set forth in Exhibit H to the Agreement is hereby amended and restated as follows (with new text double-underlined (e.g., double-underlined) and deleted text striked-through (e.g., striked through) for illustrative purposes only):

Delivery Period: The period beginning on and including December 1, 2024 and ending at the end of the Day on November 30, 20532054;
provided that the Delivery Period shall end immediately upon termination of deliveries of Product under the Master Power Supply Agreement pursuant to Article XVII thereof or the early termination of this Agreementthe Clean Energy Purchase Contract pursuant to Article XVII hereof.

Section 3. Amendments to Exhibits A-1 and A-2. In order to reflect the Delivery Period as amended herein, Exhibits A-1 and A-2 to the Agreement are hereby deleted in their entirety and replaced by Exhibits A-1 and A-2 attached hereto.

Section 4. Entire Agreement. Except as expressly modified by this Amendment, all terms of the Agreement remain in full force and effect. This Amendment: (a) shall bind and benefit

Agenda Page 179
-2-
the Parties and their respective successors and assigns, and (b) shall be modified or amended only in the manner set forth in the Agreement.

Section 5. Counterparts. This Amendment may be executed in counterparts, each of which is deemed an original.
[Signature Page Follows]

Agenda Page 180
Signature Page to Amendment to Clean Energy Purchase Contract IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the date first written above.

CALIFORNIA COMMUNITY CHOICE

FINANCING AUTHORITY
By:___________________________________
Name: _____________________________
Title: ______________________________

CLEAN POWER ALLIANCE OF

SOUTHERN CALIFORNIA
By:___________________________________
Name: _____________________________
Title: ______________________________

Agenda Page 181
A-1
EXHIBIT A-1
BASE QUANTITIES; BASE DELIVERY POINTS; COMMODITY REFERENCE PRICES [To be attached.]

Agenda Page 182
A-2
EXHIBIT A-2

ASSIGNED RIGHTS AND OBLIGATIONS
[To be attached.]

Agenda Page 183
Staff Report – Agenda Item 7
To: Board of Directors
From: Lyon Hardgrave, Director, Energy Risk Management
Reviewed By: David McNeil, Chief Financial Officer
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Quarterly Report of Risk Management Team (Q2 2024) Date: September 5, 2024

RECOMMENDATION
Receive and file.

ATTACHMENT

1. RMT Quarterly Report

Agenda Page 184
Board of Directors Item 7
Quarterly Report of Risk Management Team
(Q2 2024)
I. Introduction
The Board of Directors of Clean Power Alliance (CPA) approved an Energy Risk Management Policy (ERMP) at its July 12, 2018 meeting, which provides the framework for conducting procurement activities in a manner that maximizes the probability of CPA meeting its portfolio, reliability, and financial goals. The ERMP has been amended annually, most recently on July 11, 2024.

The ERMP requires quarterly reporting to the Board on the activities, projected financial performance, and general market outlook facing CPA. The Risk Management Team (RMT)1 submits this report in accordance with this requirement. Though not required by the ERMP, the RMT also reports on ERMP compliance monthly to both the Finance Committee and Energy Planning & Resources Committee.

II. Risk Management Team Activities
The RMT is responsible for implementing, maintaining, and overseeing compliance with the ERMP and for maintaining the Energy Risk Hedging Strategy. The primary goal of the RMT is to ensure that the procurement activities of CPA are executed within the guidelines of the ERMP and are consistent with Board directives. Several business practices are prescribed in the ERMP. What follows is a summary of CPA’s compliance with these practices as outlined in the Policy.

A. ERMP Acknowledgement Form
It is the policy of CPA that all CPA Representatives participating in any activity or transaction within the scope of the ERMP shall sign on an annual basis or upon any revision, a statement acknowledging compliance with the ERMP. Execution of the 2023 ERMP Acknowledgement Form was completed by relevant CPA staff, consultants and Board members.

B. Transaction Types
The ERMP includes a list of approved transaction types. All products that have been purchased or sold by CPA during the current quarterly period represent an approved transaction type as listed in Appendix C of the ERMP.

C. Counterparty Suitability
The ERMP requires that all counterparties with whom CPA transacts must be reviewed for creditworthiness and assigned a credit limit. A formal Counterparty Credit Protocol 1 The RMT is comprised of CPA’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and Vice President, Power Supply.

Agenda Page 185
Board of Directors Item 7
document that describes the method for evaluating counterparties and establishing a credit limit was developed by CPA’s Chief Financial Officer and CPA’s former scheduling coordinator, The Energy Authority (TEA). The Protocol was approved by the Chief Executive Officer, in consultation with the RMT, and enacted in Q1 2019.

Pursuant to the ERMP, no counterparty credit limit may exceed $50 million unless approved in writing by the Board. CPA continues to manage counterparty credit exposures through margining and other credit enhancement requests where contractually permitted. During the quarter, no counterparty that contracted to provide electricity system hedges exceeded its credit limit.

D. System of Record
As required by the ERMP, all transactions are being stored both in CPA’s systems as well as in CPA’s Scheduling Coordinator’s (currently Tenaska Power Services, or TPS) trading and risk management system. Similarly, all transaction approvals are being logged and stored on TPS’s servers, with information being made available to CPA staff via a secure web portal. The transaction record also includes the confirmation letters for each transaction. CPA is in the process of transitioning its transaction repository to an internal data warehouse, which will provide additional functionality and security features.

E. Position Tracking and Management Reporting
To manage risk, the ERMP requires the regular production of various reports. The status of each report required by policy follows:
• Financial Model Forecast: The financial model captures projected revenues and energy and operating costs and produces various financial reports and forecasts on an accrual basis. The model uses load forecast data produced by CPA, energy contract details from CPA’s Front Office and Middle Office systems, revenue projections from CPA’s revenue model and forward prices from the ICE Data Service and TPS.
• Net Position Report: Short- and long-term net position reports are in production, managed directly by CPA procurement staff, and linked to TPS’s trade capture system or to CPA’s internal energy trading and risk management system (ETRM).

The short-term net position report updates daily and incorporates the current weather outlook for the next 60 days to show net positions for the current and next months. The long-term net position report assumes normal weather and shows net positions through the balance of the current year and prompt four years. • Counterparty Credit Exposure: CPA is adhering to the credit policies included in the ERMP. CPA receives daily updates of counterparty credit exposures on both a notional and mark-to-market basis.
• Monthly Risk Analysis: The ERMP requires both stress testing of financial results and probability-based assessments of future financial projections. CPA continues to implement and improve risk analysis tools to stress test financial results and validate potential hedging transactions. Recurring monthly risk analysis focuses

Agenda Page 186
Board of Directors Item 7
on the prompt 12 months, while specific studies extend through calendar 2025 or beyond.
• Quarterly Board Report: Subject of this report.

F. Delegation of Authority
All executed transactions during the current period have been approved consistent with the Delegation of Authority outlined in Section 5 of the ERMP.

G. Limit Deviations or Business Practice Reporting
The ERMP requires that transaction volumes should not be executed that exceed the requirements of meeting CPA’s load (energy and capacity), renewable and/or carbon free energy requirements. The ERMP designates specific hedge targets for the prompt-year (PY) through the prompt plus 9-years for different product types.

RMT reviewed the relevant hedge targets for the remainder of 2024 and beyond and identified the following policy deviations:

Agenda Page 187
Board of Directors Item 7
Policy Deviation Required Action
Q2 Energy Hedge Position increased
above the maximum second quarter
hedge limit starting in 2027 and continuing
in the Q2 of each year through the end of
the measurement window in 2033.

None.

The policy deviations arise from CPA
continuing to enter into long term
contracts for renewable energy
consistent with its objective to reduce
exposure to the short-term renewable
energy market. The deviations occur
during the second quarter because
electricity consumption by CPA
customers is projected to be at its lowest
level in this quarter.

On July 11, 2024 the Board approved
an amendment to the ERMP that
increased the maximum hedge limit in
the second quarter of years that are
four and more years in the future to
eliminate policy deviations caused by
current load and generation patterns
specific to the second quarter. CPA’s
Q2 Energy Hedge Position was
compliant with the hedge limits in July
2024.

In April 2024, the energy hedge position
for Q3 2027 exceeded the maximum
hedge limit for that period.

None.

This policy deviation arises from CPA
continuing to enter into long term
contracts for renewable energy
consistent with its objective to reduce
exposure to the short-term renewable
energy market.

This policy deviation also arises from the
latest load forecast which includes a
reduction in demand in Q3 2027 which
increased CPA's hedge percentage for
this period.

This deviation is expected to be resolved
by Q3 2025 as the electricity production
period nears and the corresponding
policy hedge limit maximums increase

Agenda Page 188
Board of Directors Item 7
above the level of energy hedges under
contract.

There are no existing or potential violations of conflicts of interest or General Conduct to report for this quarterly period.

H. Training
The ERMP acknowledges the importance of ongoing education as part of its risk management framework. Consistent with this, the ERMP outlines certain training requirements. All procurement and risk management staff, including the members of the RMT, were up to date on required training.

I. Hedging Strategy
CPA is compliant with the hedging strategy provided in Appendix A of the ERMP.

J. Financial Performance
CPA was 22% below budget for the first eleven months of FY 2023-24 ending May 31, 2024 with operating income of $186M versus a budget of $239M. Preliminary June 2024 results met expectations, and CPA expects to achieve positive financial results for the fiscal year. Cashflow and liquidity as of June 30, 2024 met expectations. CPA is in the process of closing its June 30, 2024 Fiscal Year end. CPA will publish audited FY 2023/24 Financial Statements in October 2024.

III. General Market Conditions
On average Southern California experienced cooler than normal temperatures in Q2 2024 and lower than normal electricity consumption. Spring 2024 wholesale electricity prices were significantly lower than historical averages and lower than energy market forward

Agenda Page 189
Board of Directors Item 7
prices used to set FY 2023/24 rates and budget. Retail electricity consumption was generally lower than the forecast for Q2 2024.

Agenda Page 190
Staff Report – Agenda Item 8
To: Board of Directors
From: Cara Rene, Director, Communications & Marketing
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Receive and File Quarterly Communications Report Date: September 5, 2024

RECOMMENDATION
Receive and file.

ATTACHMENTS

1. Quarterly Communications Report

Agenda Page 191
Communications & Marketing
Community Engagement
September 5, 2024
Quarterly Update
May 2024 – July 2024
Agenda Page 192
What we’re excited about
2 Conducted quantitative research with customers in Los Angeles and Ventura counties to learn more about electric vehicle charging habits. Survey responses are informing the design of the managed charging program, expected to launch in spring 2025 pending Board approval.

Launched development of customer marketing for new CPA Energy Team service (formerly Energy Advisor).

Held an in-person Community Advisory Committee annual retreat in July to finalize annual workplan and solicit feedback on CPA programs, community outreach and communications.

LinkedIn continues to be a key driver of CPA social media growth with 1,071 new followers – a 121% increase from the previous quarter. Our page has 16k+ followers.

Launched CPA’s annual Community Benefits Grant on August 6, which will award $325,000 to up to 15 CBOs in Fall 2024.

Provided ongoing consultation and support to member agencies on how to successfully participate in CPA programs, especially the Energized Communities program.

Agenda Page 193
CPA thought leadership and media visibility
CEO Ted Bardacke participated in recent interviews providing visibility to CPA expertise and the transition to a clean energy future.

Chinese language Phoenix TV
City of Agoura Hills video podcast The Good Life
Spectrum TV covered the
environmental benefits of
Hermosa Beach’s transition
to Green Power. Spectrum
also interviewed Ted
Bardacke about the U.S.

Dept. of Energy providing
California $600M in clean
energy infrastructure funds.

Agenda Page 194
Marketing update: Power Response
Power Response Smart Home and Home
The Power Response recruitment campaign for both Smart
Home and Home launched this quarter. We initiated the
season by reaching out to our DAC communities with a
multilingual postcard, and we are actively utilizing social media, emails, and banners to educate and enroll participants throughout the summer.

In addition, we launched the Sensi webpage in three
languages. We offer a limited supply of complimentary Sensi thermostats exclusively for our DAC customers.

Agenda Page 195
Marketing update: Sun Storage Rebate
Sun Storage Rebate Program
We launched a targeted paid social media and email campaign for the Sun Storage program, targeting NEM and CARE/FERA customers. Additionally, we rolled out digital rebate applications; the program has provided over 120 rebates to date.

Agenda Page 196
Building our brand: CPA awareness campaign
This quarter, our CPA awareness campaign expanded with a new streaming TV strategy on Peacock in English, and we also leveraged YouTube to engage our multilingual audience. The “Powered By You” webpage became the second highest-visited webpage on the CPA website.
6 Streaming TV delivered over 1M total
impressions, which included an extra 20.7k in
added value impressions.

By continuing to alternate a two-week on, two-week off strategy between KOST and KLVE, we reached the Los Angeles County general and
Latine Spanish-speaking markets.

With a 0.93%,click thru rate our Meta campaigns
outperformed the platform’s industry benchmark by
33% and reached 524k unique users.

YouTube reached a total of 1.2 million unique
users this quarter in multiple languages.

Agenda Page 197
7 Staying active in LA and Ventura Counties
Participated in events, presentations and
business meetings including activities in each of
CPA’s three new communities
4 presentations with key stakeholders
including city councils, state elected officials,
community-based organizations and
neighborhood groups.
9 community events at street fairs, climate
awareness events, and community
celebrations allowed CPA staff and CAC
members to increase education and
awareness about CPA.
2 meetings with business associations to
share program participation and relevant
contracting opportunities. .

Engagements included:
- Signed up customers for the Power Response Program at Ventura County’s “Electrify your home and business” event - Hosted a feedback discussion with community-based
organizations to inform the design of CPA’s upcoming Energy Team Service
-Presented at the Santa Monica Sustainability Commission meeting about CPA’s programs and partnerships
Agenda Page 198
CAC Retreat
CPA’s annual Community
Advisory Committee (CAC) retreat was held in July in
West Hollywood
The retreat provided an in-
person opportunity for CAC
members to finalize its
2024/2025 workplan and
hear directly from the CPA
Board Chair.

CAC members also provided
valuable feedback on the
types of metrics that will be
incorporated into CPAs
programs, CPA’s marketing
and communication strategies,
and new outreach and
engagement approaches
Agenda Page 199
8 4
CPA Website Performance
This quarter, our website garnered over 86,000 views, an 11% decrease from the previous quarter. The traffic volume from paid media decreased as we transitioned to new creative agencies and developed fresh recruitment content. This shift is expected to enhance future engagement. The brand campaign continues to attract strong engagement, now standing as the second most viewed webpage. Meanwhile, the Power Response Smart Home campaign is gaining momentum as our marketing efforts position it as the fifth most viewed webpage.

Top five webpages

1. Homepage

2. Powered by you (brand)

3. Rate options

4. Residential rates

5. Smart home
Agenda Page 200
Social Media Highlights
Instagram Facebook
Our Facebook page reached
807,500 users, a 26.5%
increase, 12.5k content
interactions, and 18.7k link
clicks, a 42% increase.

Added 48 followers
Best performing post:

Spectrum News story about
Hermosa Beach going to
Green Power reached 104k
accounts, had 138k
impressions, 821
interactions with 30 shares
Our Instagram page reached
337k accounts and had
550,867 impressions.

Added 95 followers
Best performing post:

West Hollywood Aquatic
Center Power Response
video was played 72,600
times, reached 43,285
accounts and led to 867
CPA profile visits
Thank you for sharing CPA’s messages through your social media channels! LinkedIn
Our LinkedIn page had
4,600 individual page
views, and 1,671 unique
visitors, a 37% increase.

Added 1,071 followers
Best performing post:

Santa Monica High School
sustainability and youth
activism story had 77,997
impressions and 944 link
clicks
X
Our X page averaged

5.6k impressions per
month.

Added 44 followers
Best performing post:

Interactive poll linking to
Our Clean Energy
Future column had
66,000 impressions,
287 likes, and 40
reposts
Agenda Page 201
Earned Media Highlights
11 From May through July, Clean Power Alliance distributed three news releases garnering $23.6M in earned media value.

Media Potential
Reach
Earned
Value
Exposure
Mentions
Print/Online 2551.69M 23.6M 2.19k
Broadcast 258.20k 2.39k 27
High-performing media outreach
included:

CPA launches 2024 Clean Energy and
Reliability Request for
Offers Solicitation; potential audience
reach of 50M; 111 mentions
CPA Board of Directors Approves Two
Solar Plus Storage Projects That Will
Strengthen Electrical Grid Reliability;
potential audience reach of 50M; 110
mentions
Potential Reach
Agenda Page 202
A look ahead
Developing new brand campaign for spring 2025.

Launching new micro-grants for community-based organizations (CBO) to promote the Energy Team service (formally Energy Advisor) and drive enrollment Participating in the first federal CCA conference with CPA’s federal trade association, Local Energy Aggregation Network (LEAN Energy US), in October CPA’s annual Community Benefits Grant opened August 6 and will award $325,000 to up to 15 CBOs
Participating in the planning for two regional events in October: National Drive Electric week in Ventura and Clean Air Day in Los Angeles
Hosting the second 2024 City Manager meeting on August 27 to get feedback on CPA’s upcoming Energized Community Innovation Grant
Continued communications to subset customers in Hermosa Beach, Monrovia, and Santa Paula.

Agenda Page 203
12 Staff Report – Agenda Item 9
To: Board of Directors
From: Joanne O’Neill, Director, Customer Programs
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Receive and File Member Agency Programs Quarterly Report Date: September 5, 2024

RECOMMENDATION
Receive and file.

ATTACHMENT

1. Member Agency Programs Quarterly Report – Q3 2024
Agenda Page 204
Board of Directors Item 9
Member Agency Programs Quarterly Report – Q3 2024

INTRODUCTION
Clean Power Alliance (CPA) offers two programs that specifically support its member agencies: Power Ready and Energized Communities. While other programs are available to member agencies, such as Reach Codes or Power Response Commercial Leaders, Power Ready and Energized Communities are specifically tailored to accelerating decarbonization and improving the resiliency of member agency operations. This quarterly report provides overall program status, highlights key accomplishments and challenges, and outlines goals for the next quarter.

POWER READY
CPA’s Power Ready program is a community benefit program offered to CPA’s member agencies to allow its public buildings to be energy-resilient by installing solar-plus-storage systems as a clean energy backup source that is available when a power outage occurs.

CPA’s Board of Directors approved a multi-site Power Purchase Agreement (PPA) on February 1, 2024, with Coast Energy, which is comprised of 11 backup energy systems of 1.15 megawatts (MW) of solar photovoltaic systems paired with 1.17 MW of battery energy storage system (BESS) capacity collectively.

Key Accomplishments
• All battery energy storage system incentive applications were submitted to the Self Generation Incentive Program (SGIP) statewide program for the 11 current Power Ready sites. An estimated $2 million dollars of incentives are anticipated to be reserved. If ultimately received, SGIP incentives reduce the overall project costs paid by CPA.
• Coast Energy has engaged all member agencies in negotiations for the Site Lease Agreement (SLA). Coast Energy has finalized terms with three agencies and has delivered the final executable agreement between those parties.

Agenda Page 205
Board of Directors Item 9
• CPA staff conducted a lessons learned exercise based on feedback from Round 1, which it used to develop the Power Ready program Round 2 strategy to continue supporting resiliency efforts for CPA’s member agencies and communities.

Additionally, Round 2 program design will incorporate input received from member agency city managers during a meeting it hosted on August 27, 2024. • CPA staff released a Request for Proposals (RFP) Behind-the-Meter Solar and BESS Consulting Engineering Services to support the on-going Power Ready program and the anticipated Round 2. The contract will be submitted for approval to the Board of Directors at the September 2024 meeting.

Challenges and Risks
• Negotiations of the SLA are continuing between member agency staff and Coast Energy, with CPA supporting these discussions as needed. All projects are delayed by at least three months due to the SLA negotiations; both Coast Energy and member agencies continue to submit comments and redlines to clarify items related to the agreement. The execution of SLAs is required for Coast Energy’s investors to issue the Notice to Proceed (NTP) and for Coast Energy to start the project designs, materials procurement, and construction. • SGIP applications will require ongoing collaboration between Coast Energy and member agencies to address any comments from the SGIP Program Administrators.

Goals for the Next Quarter
• Finalize SLA negotiations and proceed to SLA execution, including City Council or Board of Supervisor approval where required.
• After the SLA is executed, Coast Energy to finalize engineering design and issue plans for permitting review, start retrofitting roofing upgrades (where applicable), and order long-lead equipment materials (for example, electrical switchgear and battery storage units)
Agenda Page 206
Board of Directors Item 9
Key: Black check marks = complete
Grey check marks = incomplete
Power Ready Project Status Summary: (as of August 26, 2024) Member Agency Site
Assessments
Complete
SGIP Incentive
Application
Submitted
Site Lease
Agreement
Signed
Design
Drawings
Complete
Permitting &
Interconnection
Complete
Solar &
Battery
Installation
Complete
System
Testing
Complete
Permission
to Operate
Received
City of Agoura
Hills        
City of Beverly
Hills        
City of Oxnard        
City of Sierra
Madre        
City of South
Pasadena        
City of Westlake
Village        
County of Los
Angeles
(3 Projects)
       
County of
Ventura
(2 Projects)
       
Agenda Page 207
Board of Directors Item 9

ENERGIZED COMMUNITIES
Energized Communities offers a series of pathways to assist CPA’s member agencies implement sustainability projects. The Energized Communities program is made up of two parts: Pathways to Electrification, offering pre-selected measures to facilitate building and vehicle electrification, and an Innovation Fund to support creative decarbonization projects in our communities. Member agencies may receive up to $250,000 to implement one of the Pathways to Electrification projects and are also eligible to apply for up to $250,000 in each of the two upcoming funding cycles for the Innovation Fund.

Key Accomplishments (from March 7, 2024 to August 22, 2024) • CPA’s Board of Directors approved two service agreements to implement the Energized Communities building and fleet electrification pathways on March 7, 2024. The Building Electrification Assistance program was awarded to Lincus, Inc.; the Electric Fleet Transition program was awarded to Optony, Inc. • CPA performed outreach to member agencies and held 23 one-on-one briefings to identify which project pathway is the best fit for each agency. Agencies may choose from three pathways: Building Electrification Assistance, Electric Fleet Transition, or Community EV Charging. To date, three (3) agencies have executed Participation Agreements kicking off those projects.
• CPA hosted a briefing for City Managers on the Innovation Fund on August 27, 2024. Feedback from this briefing and input from other stakeholders will be incorporated into the final Innovation Fund criteria and application process.

Challenges and Risks
• The internal agency process for member agencies to select a Pathway varies significantly, as does the process for signing the Participation Agreement. This can lead to later than desired start dates for some projects.

Goals for the Next Quarter
• CPA will continue to work with member agency staff to educate them about the program, identify participation pathways, and to finalize program participation agreements.

Agenda Page 208
Board of Directors Item 9
• CPA will finalize the criteria, application process, and selection committee composition for the Innovation Fund. Launch of the first round of funding is planned for Q4 2024.
• The design for Pathways to Electrification (Community EV Charging) will begin in Q4 2024 to increase the options available to member agencies through the program.

Agenda Page 209
Board of Directors Item 9
Key: Black X = Selected
Black check marks = complete
Grey check marks = incomplete
CPA Energized Communities Project Status Summary (page 1): (as of August 22, 2024) Member Agency
Pathway Selection Milestones
Fleet
Electrification
Building
Electrification
Public EV
Charging
Agency
Briefing
Project Scope
Selected
Executed
Participation
Agreement
Project
Started
Project
Completed
Agoura Hills x     
Alhambra x x x     
Arcadia x     
Beverly Hills x     
Calabasas x     
Camarillo x x x     
Carson x     
Claremont x x x     
Culver City x     
Downey x x x     
Hawaiian Gardens x     
Hawthorne x     
Hermosa Beach x x x     
Los Angeles Co. x     
Malibu x x x     
Agenda Page 210
Board of Directors Item 9
Key: Black X = Selected
Black check marks = complete
Grey check marks = incomplete
CPA Energized Communities Project Status Summary (page 2): (as of August 22, 2024) Member Agency
Pathway Selection Milestones
Fleet
Electrification
Building
Electrification
Public EV
Charging
Agency
Briefing
Project Scope
Selected
Executed
Participation
Agreement
Project
Started
Project
Completed
Manhattan Beach x x x     
Monrovia x     
Moorpark x x x     
Ojai x     
Oxnard x     
Paramount x x x     
Redondo Beach x x x     
Rolling Hills Estates x x x     
Santa Monica x     
Santa Paula x x x     
Sierra Madre x x x     
Simi Valley x     
South Pasadena x x x     
Temple City x x x     
Thousand Oaks x     
Ventura x     
Agenda Page 211
Board of Directors Item 9
Key: Black X = Selected
Black check marks = complete
Grey check marks = incomplete
CPA Energized Communities Project Status Summary (page 3): (as of August 22, 2024) Member Agency
Pathway Selection Milestones
Fleet
Electrification
Building
Electrification
Public EV
Charging
Agency
Briefing
Project Scope
Selected
Executed
Participation
Agreement
Project
Started
Project
Completed
Ventura County x x x     
West Hollywood x x x     
Westlake Village x x x     
Whittier x     
Agenda Page 212
Staff Report – Agenda Item 10
To: Board of Directors
From: Gabby Monzon, Clerk of the Board
Natalie Baerlocher, Load Forecasting and Analytics Manager Reviewed By: Nancy Whang, General Counsel
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Receive and File Annual Electricity Usage by Jurisdiction Date: September 5, 2024

RECOMMENDATION
Receive and file.

BACKGROUND/DISCUSSION
Per CPA’s Joint Powers Agreement, in the case of a weighted (voting shares) vote by the CPA Board of Directors, voting shares are based on CPA’s overall retail load served, by jurisdiction, in the previous year. Attachment 1 shows the annual retail load by jurisdiction for FY2023/24. These percentages will be used in the event of a voting shares vote during FY2024/25. A voting shares vote may be called for by a minimum of three members of the Board of Directors following an affirmative vote of the Board via the standard “one member, one vote” voting procedure. A voting shares vote may only be used to invalidate an affirmative vote by the Board.

For the three cities that began service in March 2024, a portion of the year’s load was estimated based on historic load data provided by Southern California Edison, adjusted for actual opt-out levels.

ATTACHMENT

1. FY 2023/24 Annual Load by Jurisdiction

Agenda Page 213
Board of Directors Item 10
Jurisdiction
Annual Retail Load
(KWH) for July 1, 2023
to June 30, 2024
Percent
of Total
LOS ANGELES, COUNTY OF 3,062,989,486 29.01%
CARSON, CITY OF 533,072,266 5.05%
OXNARD, CITY OF 502,234,865 4.76%
SANTA MONICA, CITY OF 479,073,264 4.54%
THOUSAND OAKS, CITY OF 435,290,941 4.12%
SIMI VALLEY, CITY OF 385,390,749 3.65%
VENTURA, COUNTY OF 381,553,625 3.61%
BEVERLY HILLS, CITY OF 370,706,676 3.51%
VENTURA, CITY OF 350,275,780 3.32%
DOWNEY, CITY OF 342,054,738 3.24%
HAWTHORNE, CITY OF 337,245,551 3.19%
WHITTIER, CITY OF 289,228,067 2.74%
CAMARILLO, CITY OF 288,923,658 2.74%
ARCADIA, CITY OF 263,397,509 2.49%
ALHAMBRA, CITY OF 246,860,709 2.34%
CULVER CITY, CITY OF 240,720,863 2.28%
WEST HOLLYWOOD, CITY OF 234,761,314 2.22%
REDONDO BEACH, CITY OF 205,237,876 1.94%
MONROVIA, CITY OF* 165,885,683 1.57%
PARAMOUNT, CITY OF 150,874,993 1.43%
CALABASAS, CITY OF 142,448,809 1.35%
MANHATTAN BEACH, CITY OF 142,157,595 1.35%
MALIBU, CITY OF 124,353,691 1.18%
CLAREMONT, CITY OF 121,568,958 1.15%
MOORPARK, CITY OF 113,572,772 1.08%
TEMPLE CITY, CITY OF 96,883,918 0.92%
AGOURA HILLS, CITY OF 96,586,406 0.91%
SOUTH PASADENA, CITY OF 83,642,415 0.79%
SANTA PAULA, CITY OF* 78,625,867 0.74%
WESTLAKE VILLAGE, CITY OF 75,127,870 0.71%
HERMOSA BEACH, CITY OF* 65,539,998 0.62%
ROLLING HILLS ESTATES, CITY OF 51,442,384 0.49%
SIERRA MADRE, CITY OF 36,869,867 0.35%
HAWAIIAN GARDENS, CITY OF 35,145,590 0.33%
OJAI, CITY OF 30,456,351 0.29%
Total 10,560,201,102 100%
* Estimated load for July 2023 - March
2024

Agenda Page 214
Staff Report – Agenda Item 11
To: Board of Directors
From: Gina Goodhill, Senior Director, Government Affairs Approved By: Ted Bardacke, Chief Executive Officer
Subject: Receive and File September 2024 Bill Positions Report Date: September 5, 2024

RECOMMENDATION
Receive and file.

ATTACHMENT
None.

Agenda Page 215
Board of Directors Item 11
Bill Number &
Author
Title & Summary Status CPA Position Alignment with
CPA Policy
Platform
Notes
SB 59
Senator Nancy Skinner
Battery electric vehicles:
bidirectional capability
Would allow the California Air
Resources Board (CARB),
the California Energy
Commission (CEC) and the
CPUC to require any class of
electric vehicles (EV) to be
bidirectionally capable if the
capability would be
compellingly beneficial to the
EV operator and the electric
grid.

On Assembly
Floor
8/21/24
This bill was a gut
and amend; while
it's currently in
the Assembly, it
will still need to
come back to the
Senate for
concurrence.

Support 2f, 3a, 3b CPA is actively
researching vehicle-to-grid integration
(VGI) and the
potential benefits and
opportunities for
CPA. Bidirectional
EV batteries are a
critical part of VGI.

AB 2083
Assemblymember Marc
Berman
Industrial Heat
Electrification Roadmap
Would require the CEC to
assess the potential for
achieving an 85 percent
reduction below 1990 levels
in emissions from industrial
heat application processes
by January 1, 2045, and
require the CEC to evaluate
opportunities to increase
Died in Senate
Appropriations
Committee
8/15/24
Support 2f Industrial emissions
make up 23 percent
of GHG emissions in
California, and
decarbonizing this
sector will be crucial
to meeting the
State’s 2045 GHG
emission goals.

Agenda Page 216
Board of Directors Item 11
electrification of industrial
heat processes.

SB 1221
Senator Dave Min
Gas corporations: priority
neighborhood
decarbonization zones
Would create a
Neighborhood
Decarbonization Zone Pilot
Project that would enable
gas corporations to stop
providing gas service within
designated areas. In doing
this, it would unintentionally
allow the CPUC to review
CCAs rates and undermines
CCAs ratemaking authority.

On Assembly
Floor
8/28/24
Support 1a, 1d CPA supports the
bill’s goal to establish
a process to identify
and implement
pilot projects to prune
the natural gas
system. Earlier
versions of the bill
contained language
that inadvertently
threatened CCA
ratemaking authority,
and CPA took an
Oppose Unless
Amended position.

CPA successfully
worked with the
sponsor and author
to remove this
language.

AB 1176
Assemblymember Rick
Zbur
General plans: Local
Electrification Planning Act
Held in Senate
Energy, Utilities,
and
Support 3b, 3c, 3e, 3f, 5d This bill directs cities
and counties to plan
for the increased

Agenda Page 217
Board of Directors Item 11
Requires a city or county to
prepare and adopt a local
plan that identifies
opportunities to expand EV
charging and helps key
constituencies access zero-emissions technologies.

Communication
Committee at
request of author.
7/02/24
levels of building and
vehicle electrification
that will be needed to
meet the state’s
climate goals.

SB 1130
Senator Steven Bradford
Electricity: Family Electric
Rate Assistance: reports
Expands eligibility for the
Family Electric Rate
Assistance (FERA) utility bill
discount program to
households with fewer than
three members and requires
new reporting by the IOUs.

In Senate.

Concurrence in
Assembly
amendments
pending.
8/26/24
Support 5a Currently, only 12%
of low-income
customers eligible for
FERA are registered
in SCE’s territory, in
contrast to very high
penetration rates for
the CARE program.

This bill could help
increase the
penetration rate for
FERA, which would
help reduce
electricity bills for
low-income
customers who don’t
meet the CARE
customer income
thresholds.

Agenda Page 218
Board of Directors Item 11
AB 2779
Assemblymember Cottie
Petrie-Norris
Independent System
Operator: transmission
planning
Directs CAISO to report to
the Legislature and CPUC on
the use of new grid
enhancing technologies
(GETs). GETs encompass a
suite of technologies that can
be used to maximize the
transfer of electricity across
existing transmission lines.

Read third time in
Senate. Passed.

Ordered to the
Assembly
8/27/24
Support 2e This bill could
support efforts to
expand the capacity
of transmission
systems at a lower
cost to ratepayers
AB 2329
Assemblymember Al
Muratsuchi
Energy: California
Affordable Decarbonization
Authority
Creates the Climate Equity
Trust Fund, and the
California Affordable
Decarbonization Authority to
oversee the Trust Fund, to
promote affordable electricity
rates and direct benefits to
electricity customers.

In Assembly.

Held in
Appropriations
Committee
5/16/24
Support 3b, 5d Originally envisioned
in a 2022 bill, this bill
would create a
separate source of
funding for energy
and electrification
outside of ratepayer
rates and could be
used as a vehicle to
curb the ongoing
increase in electricity
bills, particularly on
the delivery side of
the bill.

Agenda Page 219
Board of Directors Item 11
AB 817
Assemblymember Blanca
Pacheco
Open meetings:
teleconferencing:
subsidiary body
Allows, until January 2026, a
subsidiary body of a local
agency to teleconference
without meeting all the
teleconferencing
requirements of the Brown
Act.

In Senate. Failed
passage in Local
Government
Committee
6/05/24
Support 1d, 5d A subsidiary body is
one that does not
have decision-making authority.

CPA’s Community
Advisory Committee
would qualify as a
subsidiary body
under this bill
AB 1852
Assemblymember Blanca
Pacheco (Principal
coauthor Senator
Anthony Portantino)
Joint powers agencies:

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

Chaptered by
Secretary of
State – Chapter
24, Statutes of
2024.
6/26/24
Sponsor 1d CPA sponsored
similar legislation in
2019 (SB 355;
Portantino), which
authorized CPA to
adopt a policy to
allow alternate board
members who are
not elected officials to
participate in closed
session meetings if
the primary board
member is
unavailable. The bill
was chaptered into
law in 2019 and
sunsets on January

Agenda Page 220
Board of Directors Item 11
1, 2025. This bill
allows CPA to extend
that practice until
January 1, 2030.

Agenda Page 221
Staff Report – Agenda Item 12
To: Board of Directors
From: Christian Cruz, Senior Community Outreach Manager Reviewed By: Gina Goodhill, Senior Director, Government Affairs Approved by: Ted Bardacke, Chief Executive Officer
Subject: Community Advisory Committee (CAC) Report
Date: September 5, 2024

RECOMMENDATION
Receive and file.

MEETING REPORT
CAC Retreat
In July, the CAC held its annual retreat at the West Hollywood Recreation and Aquatic Center facility1. The retreat provided an opportunity for CAC members to engage with staff and provide feedback to the CPA Programs team on how best to define program success through metrics. The feedback will support CPA’s internal program management and external communications regarding the impact of CPA programs.

The CAC also engaged with CPA staff on how best to utilize the newly launched member portal on CPA's website. This portal now provides a “one-stop shop” for program information, distribution materials, and member agency data.

In addition, during the retreat, the CAC provided staff with feedback on CPA's new customer-facing “Energy Model.” Once developed, the model will be utilized at community events to help tell the story of CPA and renewable energy. The model will help customers 1 This facility is part of CPA’s Green Leader program, which highlights CPA commercial and institutional facilities on the 100% Green rate product so customers and communities are aware of their commitment to sustainability.

Agenda Page 222
Board of Directors Item 12
better understand what CPA does, how CPA is helping to “green the grid,” and program engagement opportunities.

ATTACHMENT

1. CAC Meeting Attendance

Agenda Page 223
Board of Directors Item 12
Community Advisory Committee Attendance
2024
Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov
East Ventura/West LA County
Angus Simmons ✓ ✓ A ✓ ✓ ✓
Vacant X ✓ ✓
Debbie West A ✓ A ✓ ✓ ✓
San Gabriel Valley
Richard Tom ✓ A A A A A
Vacant
West/Unincorporated Ventura County
Sofia Magallon ✓ ✓ ✓
Daniel Mora ✓ ✓ ✓ A ✓
South Bay
Cort Casady ✓ ✓ ✓ ✓ A ✓
Diane Wallace ✓ ✓ ✓ ✓ ✓ ✓
Gateway Cities
Vacant A ✓ ✓
Genaro Bugarin ✓ A ✓ ✓ ✓ ✓
Westside
Cris Gutierrez ✓ A ✓ ✓ ✓ ✓
David Haake A ✓ ✓ ✓ ✓ ✓
Unincorporated LA County
Neil Fromer ✓ ✓ A ✓ ✓ ✓
Vacant
✓ - Attended A – Absent X – Medical/Personal Leave
Action Items and Presentations
January
Legislative Update/2024 Policy Platform
February
Renewable Energy (RE) Supply and CPA Product Content
March
Sun Storage Rebate Program
Rates Outlook 2024/2025
April
Cancelled
May
FY 2024/25 Budget
FY 2024/25 Rates
June
Energy Advisor Program
Managed Charging Program
July
Programs Metrics
Energy Model

Agenda Page 224
Staff Report – Agenda Item 13
To: Board of Directors
From: Alex Ricklefs, Program Manager, Local Procurement Reviewed By: Joanne O’Neill, Director, Customer Programs Karen Schmidt, Senior Director, Rates & Strategy
Matthew Langer, Chief Operating Officer
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Power Share Tariff Amendments and Auto-Enrollment Criteria Date: September 5, 2024

RECOMMENDATION
Adopt Resolution No. 24-09-074, approving the amended Power Share Community Solar Tariff and Power Share Tariff and approve proposed Power Share auto-enrollment criteria.

BACKGROUND
On June 21, 2018, the California Public Utilities Commission (“CPUC”) issued Decision (“D.”) 18-06-027 establishing programs to promote the installation of renewable generation among residential customers in disadvantaged communities (“DACs”), as directed by the California Legislature in Assembly Bill 327. Two of those programs include the Disadvantaged Communities Green Tariff (“DAC-GT”) and Community Solar Green Tariff (“CSGT”), which provide income eligible customers living in a DAC 100% renewable energy generated from local solar projects and a 20% bill discount. The CPUC reimburses CPA for both the above-market procurement costs for the Power Share local solar projects and the 20% customer bill discount.

In December 2020, the CPA Board adopted Resolution 20-12-012 approving a DAC-GT tariff, called the Power Share Tariff, and CPA launched its Power Share progm
Agenda Page 225
Board of Directors Item 13
program immediately thereafter. In December 2023, the CPA Board adopted Resolution 23-12-057 approving a CSGT tariff, called the Power Share Community Solar Tariff (marketed to customers as “Power Share Community Solar”), and amendments to the Power Share Tariff. Power Share currently supports up to 6,510 customers and has procured 7.27 MW of the allocated 18.285 MW of solar resources.1 CPA expects Power Share Community Solar to begin supporting customers in 2025.

On June 7, 2024, the CPUC issued D.24-05-065 (“the Decision”), modifying various programs, including the DAC-GT and CSGT programs. The Decision modifies the DAC-GT Program, requires program administrators to auto-enroll eligible customers (discussed in greater detail below), discontinues future CSGT Program solicitations, requires Program Administrators to update their tariffs according to the administrative and policy changes in the Decision, and allocates an additional 6.095 MWs of DAC-GT capacity to CPA. This increase in capacity will allow CPA to serve approximately 10,090 customers in the Power Share program, up from the current 6,510 enrollment cap. CPA expects to launch a Request for Offers (“RFO”) in the second quarter of 2025 to procure the remaining Power Share capacity.

DISCUSSION
As noted above, the Decision requires Program Administrators to update their DAC-GT and CSGT program tariffs according to the Decision’s program modifications2.

A. Tariff Amendments

1. Power Share
CPA’s proposed amendments to the Power Share Tariff address the Decision’s requirements and changes, including:
1 Prior to D.24-05-065. CPA had procured its full DAC-GT program capacity of 12.19 MW. Two contracts for CPA DAC-GT projects were terminated in 2024, returning 4.92 MW of DAC-GT capacity to be procured. CPA has therefore procured a total of 7.27 MW of DAC-GT resources as of September 5, 2024. The Decision increased CPA’s DAC-GT program capacity allocation by 6.095 MW, or from 12.19 MW to a total of 18.285 MW. 2 The Decision also requires CCA and IOU Program Administrators to coordinate to “ensure uniformity, to the extent possible to ensure that tariff language is uniform across the state.” CPA has coordinated amongst CCAs and IOUs to ensure DAC-GT and CSGT tariff language is uniform to the extent possible.

Agenda Page 226
Board of Directors Item 13
• Implementing automatic enrollment (“auto-enrollment”) of eligible customers; • Expanding site requirements to allow eligible projects to be located within five miles from eligible disadvantaged community census tracts;
• Permitting the voluntary inclusion of storage;
• Increasing CPA’s program capacity cap from 12.19 MW to 18.32 MW, increasing the enrollment cap by approximately 3,500 eligible customers; and • Removing the requirement that facilities serving customers under these tariffs be Green-e certified.

CPA’s proposed amendments to the Power Share Tariff also include non-substantive updates and corrections.

2. Community Solar Tariff Amendments
As described earlier, the Decision discontinued future CSGT Program solicitations, while enabling Program Administrators to maintain their existing CSGT programs, capacity, and procurement in existing active solicitations. CPA offers modifications to its Power Share Community Solar tariff to reflect that discontinuation as well as non-substantive updates and corrections.

B. Power Share Auto-Enrollment Criteria
Among other program modifications, the Decision also requires Program Administrators implement auto-enrollment to subscribe new customers under DAC-GT.

As described in detail in the attached Power Share Auto-enrollment Criteria Board Presentation (Exhibit C) and in accordance with the Decision, CPA must implement auto-enrollment for new Power Share customers. CPA staff is seeking Board approval of the auto-enrollment criteria in accordance with the CPUC Decision, which requires prioritization for enrollment those eligible customers who are at a high risk of disconnection. At its August 15, 2024 meeting, the Executive Committee discussed several ways, within that high risk of disconnection customer pool, to target those customers “most in need.” The Executive Committee provided direction to staff to use multiple targeting criteria to achieve this objective.

Agenda Page 227
Board of Directors Item 13
In order to be eligible for Power Share, a customer must be on a CARE or FERA rate and reside in a census tract that is defined as “DAC.”3 Within CPA territory, there are 89,953 eligible Power Share customers across 14 communities. To stay within the new program cap of 10,090 customers, the proposed auto-enrollment criteria prioritizes eligible customers who also meet one or more of the following criteria:

1. Are on a Long-Term Payment Plan

2. Are on a Payment Arrangement Plan

3. Have outstanding arrearages of 90 or more days

4. Reside in a census tract with a CalEnviroScreen 4.0 score of 90 or higher (i.e. a narrower definition of Disadvantaged Community than the traditional score of 75 or higher)
If the Board approves the recommended criteria, staff will use the criteria to prioritize customers in the most need of bill discounts by identifying customers meeting multiple criteria and enrolling those customers. If there is available capacity in the Power Share Program after all customers who meet the multiple criteria auto-enrollment conditions have been enrolled, CPA will randomize the remaining customer pool who meet a single criterion to fill those spots. The existing customers on Power Share, who enrolled via a voluntary sign-up process, will not be impacted and will remain on the program as long as they maintain overall program eligibility (i.e. CARE/FERA customer residing in a DAC).

The steps in the proposed auto-enrollment process are as follows:

1. Customers who meet three criteria: (1) on a Long-Term Payment Plan, (2) with outstanding arrearages of 90 days or more, and (3) reside in a 90th percentile CalEnviroScreen score for the most recent iteration of CalEnviroScreen.

2. Customers who meet two criteria: (1) on a Long-Term Payment Plan, and (2) with outstanding arrearages of 90 days or more.
3 “DAC” is defined as 75th or greater percentile CalEnviroScreen Score or a 95th or greater percentile Pollution score under CalEnviroScreen 3.0 or 4.0.

Agenda Page 228
Board of Directors Item 13

3. Customers who meet two criteria: (1) on a Long-Term Payment Plan, and (2) reside in a 90th percentile CalEnviroScreen score for the most recent iteration of CalEnviroScreen.

4. Customers who meet two criteria: (1) on a Payment Arrangement Plan, and (2) with outstanding arrearages of 90 days or more.

5. Customers who meet two criteria: (1) on a Payment Arrangement Plan, and (2) reside in a 90th percentile CalEnviroScreen score for the most recent iteration of CalEnviroScreen.

6. Customers who meet either criteria: (1) on a Payment Arrangement Plan, or (2) Payment Arrangement Plan.

7. Customers with outstanding arrearages of 90 days or more.

8. Customers who reside in a 90th percentile CalEnviroScreen score for the most recent iteration of CalEnviroScreen.

CPA will auto-enroll customers in each step until capacity is reached. If there are more customers meeting the criteria in a given step than capacity available, CPA will randomize the selection of customers in that last step for enrollment.

CPA will enroll new customers monthly starting in January 2025 using the auto-enrollment criteria to maintain enrollment up to the program cap of approximately 10,090 customers.

The Power Share enrollment cap is calculated annually based on average enrolled customer energy consumption and is therefore subject to change. CPA will also allow eligible customers to request enrollment into Power Share; such customers will be placed on a waitlist and added when spots are available. Customers will be notified when they are enrolled into Power Share by email or mail.

ATTACHMENTS

1. Resolution No. 24-09-074

2. Presentation on Power Share Auto-Enrollment Criteria

3. Exhibit A1. Power Share Tariff Amendment (Clean) (attachment to Resolution)

4. Power Share (DAC-GT) Tariff Amendment (Redline)
Agenda Page 229
Board of Directors Item 13

5. Exhibit B1. Power Share Community Solar Tariff Amendment (Clean) (attachment to Resolution)

6. Power Share Community Solar (CSGT) Tariff Amendment (Redline) Agenda Page 230
RESO NO. 24-09-074
RESOLUTION NO. 24-09-074

RESOLUTION OF THE BOARD OF DIRECTORS OF CLEAN

POWER ALLIANCE OF SOUTHERN CALIFORNIA

TO AMEND THE POWER SHARE AND POWER SHARE

COMMUNITY SOLAR TARIFFS

THE BOARD OF DIRECTORS OF CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA DOES HEREBY FIND, RESOLVE, AND ORDER AS FOLLOWS:

WHEREAS, the Clean Power Alliance of Southern California (formerly known as Los Angeles Community Choice Energy Authority) (“Clean Power Alliance” or “CPA”) was formed on June 27, 2017;
WHEREAS, on December 27, 2019, CPA submitted Advice Letter E-0004-E to the California Public Utilities Commission (“CPUC”) requesting authority to implement CPA’s Disadvantaged Communities Green Tariff (“DAC-GT”) and Community Solar Green Tariff (“CSGT”) programs;
WHEREAS, on November 5, 2020, the California Public Utilities Commission (“CPUC”) passed Resolution E-5102 approving CPA’s implementation of DAC-GT, which CPA branded as “Power Share”, and CSGT, which CPA branded as “Power Share Community Solar”;
WHEREAS, on December 3, 2020, the CPA Board of Directors approved Resolution No. 20-12-012, which authorized CPA staff to launch Power Share and to provide a 20 percent discount to eligible customers on their generation and delivery charges, and adjust Power Share rates to maintain the 20 percent discount whenever the otherwise applicable CPA or SCE rates change;
WHEREAS, on December 7, 2023, the CPA Board of Directors approved Resolution No. 23-12-057, which authorized CPA staff to launch Power Share Community Solar and to provide a 20 percent discount to eligible customers, who reside within five miles of a Community Solar facility, on their generation and delivery charges, and adjust Power Share rates to maintain the 20 percent discount whenever the otherwise applicable CPA or SCE rates change;
WHEREAS, on June 7, 2024, the CPUC issued Decision 24-05-065 (“the Decision”) which made modifications to the DAC-GT Program, discontinued future CSGT Program solicitations, required DAC-GT and CSGT Program Administrators (“PAs”) to update their program tariffs according to the changes in the Decision, and required PAs to coordinate to ensure tariff language uniformity, to the extent possible; WHEREAS, as required by the Decision, CPA and DAC-GT and CSGT PAs, including IOUs and other CCAs that offer these programs, have met to work on tariff language uniformity, to the extent feasible;

Agenda Page 231
RESO NO. 24-09-074
WHEREAS, CPA seeks to provide clean, renewable energy that is affordable to low-income customers;
WHEREAS, CPA will continue to administer its CSGT Program, Power Share Community Solar tariff, through its procured CSGT capacity and procurement in existing active solicitations; and,
WHEREAS, any project developer providing energy through Power Share or Power Share Community Solar will be responsible for acquiring necessary California Environmental Quality Act (“CEQA”) review and approvals and CPA has no role, jurisdiction, or authority whatsoever with respect to that CEQA review or approval.

NOW THEREFORE, BE IT DETERMINED, ORDERED, AND RESOLVED, BY

THE BOARD OF DIRECTORS OF THE CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA THAT the amended Power Share Tariff, as presented in Exhibit A1, and the Power Share Community Solar Tariff, as presented in Exhibit B1, are hereby approved and both tariffs shall be effective upon approval by the CPUC.

IT IS FURTHER DETERMINED, AFFIRMED, AND ORDERED that the Power Share Tariff or the Power Share Community Solar Tariff is not a project under CEQA because the tariff does not fall under the definition of “project” under Section 21065 of the Public Resources Code and under CEQA Guidelines Section 15378(a) and does not have the potential for causing a significant impact on the environment under CEQA Guidelines Section 15061(b)(3).

IT IS FURTHER DETERMINED, AFFIRMED, AND ORDERED that any and all acts authorized pursuant to this Resolution and performed prior to the passage of this Resolution are hereby ratified and approved; and
IT IS FURTHER DETERMINED, AFFIRMED, AND ORDERED that this Resolution shall take effect upon its passage, shall be continuing, and shall remain in full force and effect unless and until expressly revoked by further resolution of the Board of Directors.

ADOPTED AND APPROVED this 5th day of September 2024.

Deborah Klein Lopez, Chair
ATTEST:

Gabriela Monzon, Secretary

Agenda Page 232
Power Share Program Update, Tariff
Changes, and Auto-Enrollment
September 5, 2024
Agenda Page 233
Agenda

1. Power Share Overview and Current status

2. CPUC Directed Program Modifications
• Auto-Enrollment Approach, Criteria, and Process
• Expected January 2025 Mass Enrollment

3. Next Steps and Request for Approval
2 Request Board approval:

1. To adopt Resolution No. 24-09-074, approving the amended Power Share Community Solar Tariff and Power Share Tariff

2. Proposed Auto-enrollment criteria
Agenda Page 234
Power Share Overview
3 Power Share is CPA’s brand name for the
Disadvantaged Communities Green Tarif (DAC-GT) and
Community Solar Green Tariff (CSGT) programs funded
by the CPUC.

Power Share provides CPA customers on low-income
assistance rates living in a Disadvantaged Community1
a 20% bill discount and 100% renewable energy
generated from local solar energy sources.

Currently, eligible customers can enroll in Power Share through the call center, CPA’s webpage or by
responding to marketing mailers.
1 Defined by CalEnviroScreen 3.0 and 4.0, which is a statewide measure of both income and environmental burden.

CPA has been running Power
Share since late 2020, the first
CCA to do so
The program currently serves
almost 6,000 customers
To date, it has provided over $2
million in bill savings to low-income CPA customers
Power Share’s 12 local clean
energy projects are projected to
create 143 jobs in local
communities with more on the
way
Agenda Page 235
Power Share Solar Local Projects
4 CPA currently has 10.64 MW of
projects under development
Two projects totaling 4.92MW were
cancelled after developers failed to
reach contract milestones
An RFO for 11.015 MW of additional
projects is planned for the first half of
2025
New projects will be able to add
energy storage
City: Project Name (size) Est. Operational Date
Pico Rivera: Beverly (0.4 MW) (CS-GT) Q4 2024
Pico Rivera: San Gabriel (0.27 MW) (CS-GT) Q4 2024
Hawthorne: El Segundo (0.64 MW) Q1 2025
Carson: Wilmington 1 (1.8 MW) Q1 2025
Carson: Wilmington 2 (0.6 MW) Q1 2025
Carson: Dominguez (0.96 MW) Q1 2025
Carson: Carson 1 (0.68 MW) Q2 2025
Commerce: Commerce 4 (1.24 MW) Q2 2025
Commerce: Eaves 1 (0.68 MW) Q2 2025
Commerce: Eaves 3 (0.67 MW) Q2 2025
Carson: South Bay 6 (1.38 MW) (CS-GT) Q2 2025
Carson: South Bay 20 (1.32 MW) (CS-GT) Q2 2025
Newberry Springs: Radiant (3 MW) Cancelled
Whittier: Workman (1.92 MW) Cancelled
Agenda Page 236
Power Share
Customers
Current customer enrollment counts by member agency
as of 8/27/2024
Customers must be on a CARE or FERA rate and live in a
DAC census tract as defined by CalEnviroScreen 3.0 or

4.0 (75th percentile or greater CalEnviroScreen score or 95th percentile or greater Pollution Burden score)
Total Eligible
Customers
Customers
Enrolled
% of Eligible
Customers
Enrolled
Alhambra 3,148 215 6.8%
Carson 5,188 369 7.1%
Culver City 443 12 2.7%
Downey 5,112 189 3.7%
Hawaiian Gardens 1,132 49 4.3%
Hawthorne 6,140 393 6.4%
LA County 55,060 3,430 6.2%
Oxnard 2,317 191 8.2%
Paramount 5,929 380 6.4%
Santa Monica 1,375 84 6.1%
Temple City 6 0 0%
Ventura 1,426 113 7.9%
Ventura County 515 30 5.8%
Whittier 2,162 470 21.7%
Total 89,953 5,925
Agenda Page 237
CPUC Directed Program Modifications
6 The CPUC issued a recent Decision (D.24-05-065) requiring a series of administrative and policy changes.

In recognition of CPA’s success to date, the Decision authorizes expansion of CPA’s clean energy capacity by 6.1 MW to 18.3 MW total. This will allow Power Share to serve over 10,000 customers total, up from current enrollment cap of approximately 6,500 customers.

A policy change requires a transition from our current opt-in process to an auto-enrollment process for new customers.

Auto-enrollment must prioritize customers at “high-risk” of disconnection.

As a result of the Decision, CPA must update the Power Share tariffs to conform to the required changes.1
1 In addition to auto-enrollment, programmatic changes include new reporting practices, allowance to add storage to new projects, removal of Green-e certification for projects, and more inclusive locational requirements for projects.

Agenda Page 238
Auto-Enrollment Approach
7 One-time auto-enrollment: CPA will perform a mass auto-enrollment in January 2025 to expand from Power Share’s current enrollment cap of 6,510 to 10,090 as result of the CPUC Decision.
• Note: all ~5,900 currently enrolled customers will remain in the program Monthly auto-enrollment: Power Share loses around 25-50 customers a month (due to customer move-outs, loss of low-income eligibility, etc.). To maintain full enrollment, CPA will subsequently take the following steps monthly:
• Enroll eligible customers who are on the program waitlist after contacting CPA requesting enrollment in Power Share
• Leverage auto-enrollment criteria to fill remaining spots to retain full enrollment Agenda Page 239
Auto-Enrollment Criteria

1. Long Term Payment Plan 2. Payment Arrangement Plan

3. 90+ Days Arrearages
8 Customers on a Payment Arrangement Plan
which provides flexibility in managing payments
by making one payment or smaller monthly
payments over a specified period. Eligible charges
are divided into equal installments.

Customers on a Long-Term Payment Plan which
is an extended payment plan for customers who
have missed at least two payments. LTPP
provides additional flexibility compared to other
payment plans, including payment options for a
24 month or longer period.

Customers with outstanding bill amounts for
90 days or more. Customers receive a notice
warning of potential disconnection at 90
days.

4. 90th Percentile DAC
Customers in a census tract with a score of
90 or above, which represents the 90th+
percentile, as defined by CalEnviroScreen

4.0. All customers must meet existing program eligibility criteria:

A. Customers on a low-income assistance rate (i.e. CARE or FERA) and B. Residing in a disadvantaged community census tract (75th+ percentile as defined by CalEnviroScreen).

To target “high risk” of disconnection, the Executive Committee directed staff to develop a process that used a variety of criteria to provide aid to those customers most in need.

Agenda Page 240
Proposed Auto-enrollment Process
9 Step 1: 288 customers
• Long Term Payment
Plan
• 90+ Days Arrearages
• 90th percentile DAC
Step 2: 319 customers
• Long Term Payment
Plan
• 90+ Days Arrearages
Step 3: 285 customers
• Long Term Payment
Plan
• 90th percentile DAC
Step 4: 1,150 customers
• Payment
Arrangement Plan
• 90+ Days Arrearages
Step 5: 643 customers
• Payment
Arrangement Plan
• 90th percentile DAC
Note: If there is not sufficient capacity to support the customers in any given step, selection will be randomized for the customers in that step and customers in subsequent steps will not be enrolled.

Estimated that customers in steps 1-6 would be included in the anticipated January 2025 mass enrollment Step 6: 1,083 customers
• Long Term Payment
Plan, OR
• Payment
Arrangement Plan
Step 7: 8,874 customers
• 90+ Days Arrearages
Process will first enroll customers who meet multiple criterion to target those at “high risk” of disconnection and who are most in need
Step 8: 27,014
customers
• 90th percentile DAC
Agenda Page 241
January 2025
Mass
Enrollment
Selected customers will
receive a notice via mail and
email (if available) notifying
them of their enrollment
Note: Counts of customers
in each criteria and overall
may change prior to
enrollment
10 Estimated Customer Counts After January 2025 Enrollment Jurisdiction Total Eligible
Customers
Currently
Enrolled
Customers
Jan ‘25 Auto-enrollmentProjected Total
Enrolled after
Jan ’25
Alhambra 3,148 215 88 303
Carson 5,188 369 232 601
Culver City 443 12 18 30
Downey 5,112 189 335 524
Hawaiian Gardens 1,132 49 29 78
Hawthorne 6,140 393 305 698
LA County 55,060 3,430 2,420 5,850
Oxnard 2,317 191 90 281
Paramount 5,929 380 337 717
Santa Monica 1,375 84 68 152
Temple City 6 0 0 0
Ventura 1,426 113 66 179
Ventura County 515 30 22 52
Whittier 2,162 470 155 625
TOTAL 89,953 5,925 4,165 10,090
Agenda Page 242
Next Steps
11 Submit Tariffs to the CPUC via a Tier 2 Advice Letter (9/27) Implement auto-enrollment approach (January 2025)
Release RFO for new Power Share projects (first half 2025) Request Board approval:

1. To adopt Resolution No. 24-09-074, approving the amended Power Share Community Solar Tariff and Power Share Tariff

2. Proposed auto-enrollment criteria
Agenda Page 243
CPA Power Share Tariff Effective December 7, 2020
Amended September 5, 2024 Page 1 of 5
Exhibit A1

Agenda Page 244
CPA Power Share Tariff Effective December 7, 2020
Amended September 5, 2024 Page 2 of 5
Power Share Tariff
The purpose of the Clean Power Alliance (“CPA”) Power Share Tariff (referred to as “CPA Power Share” or “Power Share”) is to provide eligible customers residing in disadvantaged communities with a bill discount for 100 percent renewable resources from qualified renewable generating facilities in disadvantaged communities (“qualified facilities,” as defined below) procured by CPA to serve those customers’ electricity needs.

A. APPLICABILITY
The CPA Power Share Tariff is available to residential CPA customers who are eligible for the California Alternate Rates for Energy (“CARE”) or Family Electric Rate Assistance (“FERA”) program and reside within a disadvantaged community (“DAC”) as defined and detailed in the Terms and Conditions below.

Pursuant to California Public Utilities Commission Decision 24-05-065, CPA shall automatically enroll eligible customers in Power Share until customer subscriptions reach

18.285 megawatts (“MW”) (CPA’s “Power Share Program Cap”). Eligible customers will be auto-enrolled based on criteria and prioritization process established by the Board of Directors at a duly-noticed meeting. Eligible customers who contact CPA to request enrollment in the program and were not enrolled under the auto-enrollment criteria established by the Board of Directors will be placed on a waitlist and enrolled in the program as capacity becomes available.

This program is not available to customers on certain rate schedules or products as detailed in the Terms and Conditions below.

CPA will procure energy to serve customers enrolled in this program via Power Purchase Agreements with qualified facilities as detailed in the Terms and Conditions below.

This program will be available for customer participation as of December 7, 2020.

B. RATES AND CREDITS
All customers enrolled in CPA Power Share will receive 100% renewable electricity generation priced the same as CPA’s Clean Power rate tier prior to application of a 20% bill discount as described below. Customers will remain on their current applicable Southern California Edison (“SCE”) rate schedule(s) for transmission and delivery charges. All charges, credits and provisions of a customer’s otherwise applicable tariffs, rates, or policies (“OAT”) apply.

The total amount billed to the customer by CPA will be adjusted by applying a credit and/or discounted generation rate to the customer’s monthly usage that provides the equivalent of a 20 percent discount on their total bill under the OAT (including CPA generation charges at the Clean Power rate tier, SCE delivery charges, and SCE CCA cost responsibility surcharges) prior to the application of any fixed charges, credits, state and local taxes, or fees. CPA will adjust the Power Share rates in order to maintain the 20 percent bill discount whenever the otherwise applicable CPA or SCE rates change. Notice of any change to the Power Share rates arising from a change to SCE rates or other charges will be posted to CPA’s website at www.cleanpoweralliance.org and any change to the Power Share program or rates arising from a CPA rate change will be adopted at a duly noticed public meeting of CPA’s Board of Directors.

Agenda Page 245
CPA Power Share Tariff Effective December 7, 2020
Amended September 5, 2024 Page 3 of 5
Existing CARE or FERA customers, and customers eligible for CARE or FERA who enroll in CARE or FERA in the process of signing up for Power Share, will retain their CARE or FERA discount and the 20 percent Power Share discount will be applied to the customer’s CARE or FERA rate.

C. TERMS AND CONDITIONS

1. Customer eligibility. To be enrolled in CPA Power Share, customers must meet the following eligibility criteria:
a. CPA enrollment: Participants must be residential CPA customers. SCE bundled customers and customers served by Direct Access providers are not eligible to participate in this program.
b. CARE/FERA eligibility: Customers must be eligible for the California Alternate Rates for Energy (“CARE”) or Family Electric Rate Assistance (“FERA”) program.

If a customer is not already enrolled in CARE or FERA they may enroll in CARE or FERA prior to signing up for the Power Share Program. If they elect not to enroll in CARE or FERA, they will be required to certify their CARE or FERA eligibility with CPA as part of the process of enrolling in the Power Share Program. c. Disadvantaged community: The customer’s service address must be located in a DAC, which is a census tract that is either (1) identified by CalEnviroScreen 3.0, or CalEnviroScreen 4.0, or a subsequent version of CalEnviroScreen as scoring among the top 25 percent of census tracts statewide, (2) a census tract scoring in the highest 5 percent of the Pollution Burden score in CalEnviroScreen 3.0, or CalEnviroScreen 4.0, or a subsequent version of CalEnviroScreen that does not have an overall CalEnviroScreen score because of unreliable socioeconomic or health data, or (3) is located in California Indian Country as defined in 18 United States Code Section 1151, with the exception of privately held in-holdings, which are defined as non-Indian owned fee land located within the exterior boundaries of California Indian Country; in the event of multiple owners, such land shall be considered Indian owned if at least one owner is a tribe or tribal member, regardless of the use of the land.

2. Participation in Demand Response programs. Customers served by CPA Power Share can concurrently participate in Demand Response (“DR”) Programs for which they are otherwise eligible. All DR payments and credits are based on a customer’s metered usage and are not impacted by participation in this program.

3. Ineligible rates. Customers served under the following rate schedules cannot concurrently participate in Power Share:
a. Net Energy Metering (“NEM”) Tariff or Solar Billing Plan (“SBP” Tariff (also known as Net Billing Tariff).
b. Other CPA rate options including CPA’s 100% Green Power, Clean Power and Lean Power rates and Power Share Community Solar Tariff. c. Customers served under a master meter rate schedule (Schedules DM, DMS-1, DMS-2 or DMS-3).

Agenda Page 246
CPA Power Share Tariff Effective December 7, 2020
Amended September 5, 2024 Page 4 of 5
d. TOU-EV-1 or other non-CARE/FERA eligible rates.
e. Non-residential rate schedules.

The program is not currently available to customers on SCE’s utility employee (“DE”) or TOU-D-T rate schedules.

4. Customer enrollment and term. After the program start date, service under Power Share rates will become effective within two billing periods after a customer is enrolled in this program and CPA has confirmed that the customer meets program eligibility requirements.

Eligible customers who are not automatically enrolled in the program by CPA may contact CPA via the CPA website or Customer Service center to request enrollment, and will be enrolled in the program if there is available capacity. If the program is fully subscribed, the customer will be placed on a waitlist and enrolled in the program as capacity becomes available.

There is no minimum length of time that a customer must take service under this program. There is also no termination fee associated with de-enrolling from Power Share. In the event a customer elects to no longer receive service under this program, the change will become effective no later than two billing periods after the date that CPA receives the customer’s request to de-enroll from Power Share.

Customers are eligible to remain on Power Share rates for a period of up to 20 years from the date they first began service under this program.

Customers enrolled in CARE or FERA must recertify their CARE or FERA eligibility with SCE as required by SCE tariffs. Customers who are not enrolled in CARE or FERA but are eligible for Power Share will be required to recertify their CARE or FERA eligibility through CPA at the end of the calendar year following a customer’s enrollment and at the end of every calendar year thereafter. Customers who, after enrollment in Power Share, become ineligible for Power Share will be de-enrolled from Power Share and returned to their previous CPA rate option.

5. Maximum subscription per customer. Enrollment in this program is capped at 2 MW for any single customer.

6. Qualified facilities. To serve customers enrolled in Power Share, CPA will procure energy resources, up to the Power Share Program Cap, from qualified facilities which are defined as new Renewable Portfolio Standard (“RPS”) eligible generating facilities with a nameplate rated generating capacity between 500 kW to 20 MW that are:
a. Located no more than five miles from an eligible DAC in CPA or SCE’s service territory; and
b. Contracted by CPA via a Power Purchase Agreement to supply energy to CPA for the purpose of meeting customer subscriptions under the Power Share Program.

Qualified facilities may include battery storage systems sized no greater than the MW rating of the RPS eligible generating facility.

Agenda Page 247
CPA Power Share Tariff Effective December 7, 2020
Amended September 5, 2024 Page 5 of 5
Prior to new qualified facilities coming online, CPA will serve Power Share customers on an interim basis utilizing existing resources that otherwise meet all Power Share program requirements. Once new qualified facilities come online, CPA Power Share customer subscriptions will be served by these projects.

7. CPA’s Power Share Program Cap. Power Share enrollment is capped when customer subscriptions reach 18.285 MW.

8. Metering. All customers must be metered according to the requirements of their OAT.

9. Reservation of Rights. CPA reserves the right to modify, suspend, or terminate, one or more components of or all of the Power Share program at a duly-noticed public meeting of CPA’s Board of Directors. By enrolling or remaining enrolled in Power Share, customer acknowledges and accepts CPA’s reservation of rights.

10. LIMITATION OF LIABILITY. FOR ANY ACT OR OMISSION IN THE PERFORMANCE

OF THIS TARIFF, THE SOLE AND EXCLUSIVE REMEDY SHALL BE THE AMOUNT OF DIRECT DAMAGE ACTUALLY INCURRED. IN NO EVENT SHALL ANY PARTY

SUBJECT TO THIS TARIFF BE LIABLE FOR ANY INDIRECT, SPECIAL,

CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION DAMAGES, OR TO ATTORNEY’S FEES WHETHER IN CONTRACT, TORT, OR STRICT LIABILITY.

Agenda Page 248
CPA Power Share Tariff Adopted December 7, 2020 - Effective December 7, 2020 Amended December 7, 2023September 5, 2024 Page 1 of 5
DAC-GT Tariff Redline

Agenda Page 249
CPA Power Share Tariff Adopted December 7, 2020 - Effective December 7, 2020 Amended December 7, 2023September 5, 2024 Page 2 of 5
Power Share Tariff
The purpose of the Clean Power Alliance (“CPA”) Power Share Tariff (referred to as “CPA Power Share” or “Power Share”) is to provide eligible customers residing in disadvantaged communities with a bill discount for 100 percent renewable resources from qualified renewable generating facilities in disadvantaged communities (“qualified facilities,” as defined below) procured by CPA to serve those customers’ electricity needs.

CPA will enroll customers in Power Share on a first-come, first-served basis Pursuant to California Public Utilities Commission Decision 24-05-065, CPA shall automatically enroll eligible customers in Power Share until customer subscriptions reach 18.2852.19 megawatts (“MW”) (CPA’s “Power Share Program Cap”). Eligible customers will be auto-enrolled based on criteria and prioritization process established by the Board of Directors at a duly-noticed meeting. Enrollment in Power Share will occur as specified in the Terms and Conditions below. Once CPA reaches its Power Share Program Cap, a wait list will be maintained for new subscriptions. When program capacity becomes available, CPA will enroll new eligible customersEligible customers who contact CPA to request enrollment in the program and were not enrolled under the auto-enrollment criteria established by the Board of Directors will be placed on a waitlist and enrolled in the program as capacity becomes available on a first-come, first-served basis.

This program is not available to customers on certain rate schedules or products as detailed in the Terms and Conditions below.

CPA will procure energy to serve customers enrolled in this program via Power Purchase Agreements with qualified facilities as detailed in the Terms and Conditions below.

This program will be available for customer participation as of December 7, 2020.

B. RATES AND CREDITS
All customers enrolleding in CPA Power Share will receive 100% renewable electricity generation priced the same as CPA’s Clean Power rate tier prior to application of a 20% bill discount as described below. Customers will remain on their current applicable Southern California Edison (“SCE”) rate schedule(s) for transmission and delivery charges. All charges, credits and provisions of a customer’s otherwise applicable tariffs, rates, or policies (“OAT”) apply.

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rates arising from a change to SCE rates or other charges will be posted to CPA’s website at www.cleanpoweralliance.org and any change to the Power Share program or rates arising from a CPA rate change will be adopted at a duly noticed public meeting of CPA’s Board of Directors.

Existing CARE or FERA customers, and customers eligible for CARE or FERA who enroll in CARE or FERA in the process of signing up for Power Share, will retain their CARE or FERA discount and the 20 percent Power Share discount will be applied to the customer’s CARE or FERA rate.

C. TERMS AND CONDITIONS

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Net Billing Tariff)schedules.
b. Other CPA rate options including CPA’s 100% Green Power, Clean Power and Lean Power rates and Power Share Community Solar Tariff. c. Customers served under a master meter rate schedule (Schedules DM, DMS-1, DMS-2 or DMS-3). d. TOU-EV-1 or other non-CARE/FERA eligible rates.
e. Non-residential rate schedules.

The program is not currently available to customers on SCE’s utility employee (“DE”) or TOU-D-T rate schedules.

4. Customer enrollment and term. After the program start date, service under Power Share rates will become effective within two billing periods after CPA receives a request from a customer to enrolla customer is enrolled in this program and CPA has confirmed that the customer meets program eligibility requirements.

Customers are eligible to remain on Power Share rates for a period of up to 20 years from the date they first began service under this program.

In the event that a customer turns off service at their current address and moves to a new location, the customer will need to recertify eligibility at the new location for service under this program. If they still meet all eligibility requirements specified in section C.1, above, the customer will retain their status as a program participant as long as the customer’s turn-on date at the new location is within 90 days of the final billing date at their original location and CPA receives a new enrollment application within 90 days of the customer’s turn-on date.

5. Maximum subscription per customer. Enrollment in this program is capped at 2 MW for any single customer.

6. Qualified facilities. To serve customers enrolled in Power Share, CPA will

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procure energy resources, up to the Power Share Program Cap, from qualified facilities which are defined as new Renewable Portfolio Standard (“RPS”) eligible generating facilities with a nameplate rated generating capacity between 500 kW to 20 MW that are:
a. Located within no more than five miles from an eligible DAC in CPA or SCE’s service territory; and
b. Contracted by CPA via a Power Purchase Agreement to supply energy to CPA for the purpose of meeting customer subscriptions under the Power Share Program.; and
c. Green-e Certified.

Qualified facilities may include battery storage systems sized no greater than the MW rating of the RPS eligible generating facility.

Prior to new qualified facilities coming online, CPA will serve Power Share customers on an interim basis utilizing existing resources that otherwise meet all Power Share program requirements. Once new qualified facilities come online, CPA Power Share customer subscriptions will be served by these projects.

7. CPA’s Power Share Program Cap. Power Share enrollment is capped when customer subscriptions reach 18.2852.19 MW.

8. Metering. All customers must be metered according to the requirements of their OAT.

10. LIMITATION OF LIABILITY. FOR ANY ACT OR OMISSION IN THE PERFORMANCE

OF THIS TARIFF, THE SOLE AND EXCLUSIVE REMEDY SHALL BE THE AMOUNT OF DIRECT DAMAGE ACTUALLY INCURRED. IN NO EVENT SHALL ANY PARTY

SUBJECT TO THIS TARIFF BE LIABLE FOR ANY INDIRECT, SPECIAL,

CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION DAMAGES, OR TO ATTORNEY’S FEES WHETHER IN CONTRACT, TORT, OR STRICT LIABILITY.

Agenda Page 253
Exhibit B1

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Power Share Community Solar Tariff
The purpose of the Clean Power Alliance of Southern California (“CPA”) Power Share Community Solar Tariff (“Power Share- CS”) is to provide eligible customers residing in disadvantaged communities with a bill discount for 100 percent renewable resources procured by CPA from qualifying Community Solar facilities (“CS Facilities”) located within their communities to serve those customers’ electricity needs.

A. APPLICABILITY
Power Share-CS is available to eligible residential CPA customers and Community Sponsors located (1) within a disadvantaged community (“DAC”) and (2) within five (5) miles of a CS Facility as defined in Section B below.

Enrollment in Power Share-CS at each CS Facility will be capped at the capacity of that facility (“CS Facility Cap”). Once a CS Facility Cap is reached, a wait list will be maintained for new enrollments. When CS Facility capacity becomes available, CPA will enroll new eligible customers on a first-come, first-served basis.

This program is not available to customers on certain rate schedules or products as detailed in the Terms and Conditions in Section D below.

CPA will procure energy to serve customers enrolled in this program via Power Purchase Agreements with qualified facilities as detailed in Section B below.1 This program will be available for customer participation after the later of January 1, 2024 or the date on which a CS Facility has achieved commercial operation.

B. COMMUNITY SOLAR FACILITIES
For the purpose of this tariff, a CS Facility is defined as a Renewable Portfolio Standard (“RPS”) eligible generating facility that is located within a DAC and within five miles of the census tracts in which subscribing customers reside. CS Facilities may have a nameplate rated generating capacity no larger than 3 MW for any one project. The developer of a CS Facility must enter into a Power Purchase Agreement (“PPA”) with CPA for the sale and purchase of the power produced by the facility and is responsible for developing and operating the CS Facility. Customers served under this tariff program are not parties to the PPA and are not third-party beneficiaries to the PPA. 1 California Public Utilities Commission Decision 24-05-065, Decision Modifying Green Access Program Tariffs and Adopting a Community Renewable Energy Program, issued June 7, discontinued future solicitations for the Community Solar Green Tariff Program (“CSGT”). CPA will not issue additional solicitations for its CSGT Program, marketed as Power Share Community Solar.

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The developer of a CS Facility must partner with one or more local non-profit community-based organizations, schools, or local government entities (“Community Sponsors”) which promote and facilitate enrollment in the Power Share-CS program and which may be eligible to receive a 20% bill discount (see Section D.2 for mor information).

A CS Facility will retain its eligibility to serve customers under this program throughout the life of that project, even if the local qualified DAC designations change in subsequent iterations of CalEnviroScreen (see Section D.1.b. for more information).

C. RATES AND CREDITS

1. Residential Customers
All residential customers enrolling in Power Share-CS will be placed on CPA’s Power Share rates as detailed in the CPA Power Share Tariff.2 Per the CPA Power Share Tariff, residential Power Share-CS customers will receive 100% renewable electricity generation priced the same as CPA’s Clean Power rate tier prior to application of a 20% bill discount as described below. Customers will remain on their current applicable Southern California Edison (“SCE”) rate schedule(s) for transmission and delivery charges. All charges, credits, and provisions of a customer’s otherwise applicable tariffs, rates, or policies (“OAT”) apply.

Notice of any change to the Power Share rates arising from a change to SCE rates or other charges will be posted to CPA’s website at www.cleanpoweralliance.org and any change to the Power Share program or rates arising from a CPA rate change will be adopted at a duly noticed public meeting of CPA’s Board of Directors.

Existing CARE or FERA customers, and customers eligible for CARE or FERA who enroll in CARE or FERA in the process of signing up for Power Share-CS, will retain their CARE or FERA discount and the 20 percent Power Share discount will be applied to the customer’s CARE or FERA rate.

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continue to receive and pay monthly bills on their OAT. CPA will calculate and apply a 20% bill discount to the Community Sponsor Subscription Amount according to the following formula:

Community Sponsor Bill Discount = Total Bill amount3 ($) x Community Sponsor Subscription Amount (kWh) / Total Bill Usage (kWh) x 20% CPA will issue the Community Sponsor’s accrued bill discount as a bill credit to the Community Sponsor’s enrolled service account at least once each calendar year and may issue the bill credits more frequently at its discretion.

D. TERMS AND CONDITIONS

1. Customer eligibility. To enroll in this program customers must meet the following eligibility criteria:
a. CPA enrollment: To receive service under this program participants must be residential CPA customers, with the exception of Community Sponsors as defined in the Terms and Conditions below. SCE bundled customers and customers served by Direct Access providers are not eligible to participate in this program.
b. Disadvantaged community: The customer’s service address must be located in a DAC, which is a census tract that is either (1) identified by CalEnviroScreen 3.0 or CalEnviroScreen 4.0, or a subsequent version of CalEnviroScreen as scoring among the top 25 percent of census tracts statewide, (2) a census tract scoring in the highest 5 percent of the Pollution Burden score in CalEnviroScreen 3.0 or CalEnviroScreen 4.0 that does not have an overall CalEnviroScreen score because of unreliable socioeconomic or health data, or (3) is located in California Indian Country as defined in 18 United States Code Section 1151, with the exception of privately held in-holdings, which are defined as non-Indian owned fee land located within the exterior boundaries of California Indian Country; in the event of multiple owners, such land shall be considered Indian owned if at least one owner is a tribe or tribal member, regardless of the use of the land.

In the event the census tract in which a customer resides is not scored in a subsequent version of the CalEnviroScreen tool as a top 25 percent DAC or as one of the census tracts in the top 5 percent of pollution burden, the customer may retain their eligibility for CS-Green Tariff, so long as such customer continues to meet all other eligibility criteria. c. Proximity to CS Facility: The customer’s service address must be located in a census tract that is within five (5) miles of a CS Facility as 3 Total electricity bill including generation charges, delivery charges, and surcharges; does not include taxes or special or one-time credits or charges.

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defined in the Terms and Conditions below.
d. CARE/FERA eligibility: The first 50 percent of the output of a CS Facility will be reserved for residential customers who meet the other eligibility requirements and are eligible for the California Alternate Rates for Energy (“CARE”) or Family Electric Rate Assistance (“FERA”) program (“Qualifying Customers”). If a customer is not already enrolled in CARE or FERA they may enroll in CARE or FERA prior to signing up for the Power Share-CS program. If they elect not to enroll in CARE or FERA, they will be required to certify their eligibility for one of these programs as part of the process of enrolling in the Power Share-CS.
e. Non-qualifying Customers: After fifty percent of the output of a CS Facility has been subscribed by Qualifying Customers, non-qualifying residential customers, including customers on Domestic Multifamily rates (“DM” or “DMS” rate schedules) who meet all other eligibility requirements may enroll in the program, subject to each individual CS Facility Cap.

2. Community Sponsors: Community Sponsors may be eligible to receive a 20% bill discount subject to the following requirements:
a. Community Sponsors are subject to the same terms and conditions as residential customers, including the requirement that they are a CPA customer with a service address that is located in a DAC and in a census tract that is within five miles of the CS Facility;
b. Fifty percent of the CS Facility’s capacity must be subscribed by CARE/FERA eligible customers prior to the Community Sponsor receiving a bill discount;
c. Community Sponsors must specify the eligible service account(s) and the amount of energy (“Community Sponsor Subscription Amount”) to which the 20% bill discount will be applied. The Community Sponsor Subscription Amount may not exceed (a) 25 percent (25%) of the CS Facility’s energy output and (b) the total energy usage for the Community Sponsor’s enrolled service account(s); and
d. A single CS Facility may have more than one Community Sponsor, but the Community Sponsor’s total aggregated subscription allocation cannot exceed 25 percent of the CS Facility’s energy output. If a CS Facility has two or more Community Sponsors, the Community Sponsor must provide CPA with a written agreement between the Community Sponsors specifying and agreeing on how the 25 percent of CS Facility’s energy output is to be allocated between them.

3. Participation in Demand Response programs. Customers served by this program can concurrently participate in any Demand Response (“DR”) Programs for which they are otherwise eligible. All DR payments and credits are based on a customer’s metered usage and are not impacted by participation in

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this program.

4. Ineligible rates. Customer service accounts served under the following rate schedules cannot concurrently participate in Power Share-CS:
a. Net Energy Metering (“NEM”) Tariff or Solar Billing Plan (“SBP”) Tariff (also known as Net Billing Tariff).
b. Residential rate schedules enrolled in other CPA rate products including but not limited to CPA’s 100% Green Power, Clean Power, and Lean Power products.
c. Power Share Tariff.
d. TOU-EV-1.
e. Non-residential rate schedules, with the exception of Community Sponsors as detailed in Section D.2 above.

5. Customer enrollment and term. After a CS Facility has achieved commercial operation, service under this Tariff shall become effective within two billing periods after CPA receives an enrollment request from a customer and CPA has confirmed that the customer meets program eligibility requirements.

There is no minimum length of time that a customer must take service under this program. There is also no termination fee associated with de-enrolling from Power Share-CS, and a customer can de-enroll from the program at any time by contacting CPA Customer Support at 888-585-3788 or
[email protected]. Selecting a different CPA rate product (e.g., Lean Power, Clean Power, 100% Green Power) or opting out of CPA service, either by phone or via the CPA website, will also have the effect of de-enrolling from the program. In the event a customer elects to no longer receive service under this program, the change will become effective no later than two billing periods after the date that CPA receives the customer’s request to de-enroll from Power Share-CS. Customers are eligible to remain on Power Share-CS rates for the period of time that the CS Facility is under contract to deliver energy to CPA.

In the event that a customer moves and turns off service at their current address and moves to a new location, the customer will need to recertify eligibility at the new location for service under this program. If such customer still meets the eligibility requirements specified in Section D.1 above, the customer will retain their status as a program participant as long as the customer’s turn-on date at the new location is within 90 days of the final billing date at their original location and CPA receives a new enrollment application within 90 days of the customer’s turn-on date.

Customers who, after enrollment in Power Share-CS, fail to meet the eligibility requirements specified in Section D.1 above will be de-enrolled from Power Share-CS and returned to their previous CPA rate option.

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Service under this program will automatically terminate at the start of the next billing period if the PPA between CPA and the developer of the CS facility to which the customer is subscribed is terminated or the delivery term ends.

6. Maximum subscription per customer. Enrollment in this program is capped at 2 MW for any single customer. A customer account cannot be subscribed to more than one CS Facility at any time.

7. Metering. All customers must be metered according to the requirements of their OAT.

8. Reservation of Rights. CPA reserves the right to modify, suspend, or terminate, one or more components of or all of the Power Share-CS program at a duly-noticed public meeting of CPA’s Board of Directors. By enrolling in Power Share-CS, CPA customer, CS Facility, or a Community Sponsor acknowledges and accepts CPA’s reservation of rights.

9. LIMITATION OF LIABILITY. FOR ANY ACT OR OMISSION IN THE

PERFORMANCE OF THIS TARIFF, THE SOLE AND EXCLUSIVE REMEDY SHALL BE THE AMOUNT OF DIRECT DAMAGE ACTUALLY INCURRED. IN

NO EVENT SHALL ANY PARTY SUBJECT TO THIS TARIFF BE LIABLE FOR

ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY

DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION
DAMAGES, OR TO ATTORNEY’S FEES WHETHER IN CONTRACT, TORT, OR STRICT LIABILITY.

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CSGT Tariff Redline

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Power Share Community Solar Tariff
The purpose of the Clean Power Alliance of Southern California (“CPA”) Power Share Community Solar Tariff (“Power Share- CS”) is to provide eligible customers residing in disadvantaged communities with a bill discount for 100 percent renewable resources procured by CPA from qualifying Community Solar facilities (“CS Facilities”) located within their communities to serve those customers’ electricity needs.

This program is not available to customers on certain rate schedules or products as detailed in the Terms and Conditions in Section D below.

B. COMMUNITY SOLAR FACILITIES
For the purpose of this tariff, a CS Facility is defined as a Renewable Portfolio Standard (“RPS”) eligible generating facility that is located within a DAC and within five miles of the census tracts in which subscribing customers reside. CS Facilities may have a nameplate rated generating capacity no larger than 3 MW for any one project. The developer of a CS Facility must enter into a Power Purchase Agreement (“PPA”) with CPA for the sale and purchase of the power produced by the facility and is responsible for developing and operating the CS Facility. Customers served under this tariff program 1 California Public Utilities Commission Decision 24-05-065, Decision Modifying Green Access Program Tariffs and Adopting a Community Renewable Energy Program, issued June 7, discontinued future solicitations for the Community Solar Green Tariff Program (“CSGT”). CPA will not issue additional solicitations for its CSGT Program, marketed as Power Share Community Solar.

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are not parties to the PPA and are not third-party beneficiaries to the PPA.

C. RATES AND CREDITS

2 https://cleanpoweralliance.org/wp-content/uploads/2023/10/Power-Share-Tariff-for-web.pdf. [Hyperlink to Board-approved Power Share-CS tariff to be added here].

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2. Community Sponsors
Community Sponsors eligible for a bill discount on their Community Sponsor Subscription Amount as detailed in Section D.2 below will remain on their OAT and will continue to receive and pay monthly bills on their OAT. CPA will calculate and apply a 20% bill discount to the Community Sponsor Subscription Amount according to the following formula:

D. TERMS AND CONDITIONS

In the event the census tract in which a customer resides is not scored in a subsequent version of the CalEnviroScreen tool as a top 25 percent DAC or as one of the census tracts in the top 5 percent of pollution 3 Total electricity bill including generation charges, delivery charges, and surcharges; does not include taxes or special or one-time credits or charges.

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burden, the customer may retain their eligibility for CS-Green Tariff, so long as such customer continues to meet all other eligibility criteria. c. Proximity to CS Facility: The customer’s service address must be located in a census tract that is within five (5) miles of a CS Facility as defined in the Terms and Conditions below.
d. CARE/FERA eligibility: The first 50 percent of the output of a CS Facility will be reserved for residential customers who meet the other eligibility requirements and are eligible for the California Alternate Rates for Energy (“CARE”) or Family Electric Rate Assistance (“FERA”) program (“Qualifying Customers”). If a customer is not already enrolled in CARE or FERA they may enroll in CARE or FERA prior to signing up for the Power Share-CS program. If they elect not to enroll in CARE or FERA, they will be required to certify their eligibility for one of these programs as part of the process of enrolling in the Power Share-CS.
e. Non-qualifying Customers: After fifty percent of the output of a CS Facility has been subscribed by Qualifying Customers, non-qualifying residential customers, including customers on Domestic Multifamily rates (“DM” or “DMS” rate schedules) who meet all other eligibility requirements may enroll in the program, subject to each individual CS Facility Cap.

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output is to be allocated between them.

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the new location is within 90 days of the final billing date at their original location and CPA receives a new enrollment application within 90 days of the customer’s turn-on date.

Service under this program will automatically terminate at the start of the next billing period if the PPA between CPA and the developer of the CS facility to which the customer is subscribed is terminated or the delivery term ends.

6. Maximum subscription per customer. Enrollment in this program is capped at 2 MW for any single customer. A customer account cannot be subscribed to more than one CS Facility at any time.

7. Metering. All customers must be metered according to the requirements of their OAT.

9. LIMITATION OF LIABILITY. FOR ANY ACT OR OMISSION IN THE

PERFORMANCE OF THIS TARIFF, THE SOLE AND EXCLUSIVE REMEDY SHALL BE THE AMOUNT OF DIRECT DAMAGE ACTUALLY INCURRED. IN

NO EVENT SHALL ANY PARTY SUBJECT TO THIS TARIFF BE LIABLE FOR

ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY

DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION
DAMAGES, OR TO ATTORNEY’S FEES WHETHER IN CONTRACT, TORT, OR STRICT LIABILITY.

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Staff Report – Agenda Item 14
To: Board of Directors
From: Jillian Nelson, Senior Program Manager, Grid Management Reviewed By: Joanne O’Neill, Director, Customer Programs Matt Langer, Chief Operating Officer
Nancy Whang, General Counsel
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Managed Charging Program Professional Services Agreement Date: September 5, 2024

RECOMMENDATION
Approve and authorize the Chief Executive Officer to execute a Professional Services Agreement with ev.energy to develop and implement a managed electric vehicle (“EV”) charging program for CPA residential customers for a one (1) year initial term with two successive one (1) year terms, with a 3-year not-to-exceed amount of $1,734,091.

BACKGROUND
The energy grid has changed dramatically in the past decade and its rapid evolution is projected to continue. CPA’s Board-approved 2020 Local Program Strategic Plan identifies grid management as a key programmatic priority. As a result, CPA has developed and continues to seek multiple programs that support a cleaner and more flexible grid, with an additional focus on reducing upward pressure on customer bills.

An emerging area of focus is on the additional electric load associated with the growth of electric vehicles as the state progresses towards its goal of 100% of new vehicle sales being zero emission vehicles by 2035. Electric load is expected to increase significantly in CPA territory due to this growth in EV adoption and associated need for EV charging.

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Board of Directors Item 14
4 3
0 CPA forecasts that electric vehicle charging will represent 10% of CPA’s load by 2030 (up from the current 3.5%) and nearly 23% of load by 2040 as its customers adoption of EVs reaches or exceeds 1.2 million vehicles in CPA service territory.

DISCUSSION
The implementation of a managed EV charging program for residential customers will promote changes in the time of day that customers charge their electric vehicles. The program will optimize charging by helping customers shift their EV charging away from high demand and high-cost times through active managed charging, which is a service available to residential customers via mobile app or web that evaluates a vehicle’s state of charge and remotely starts or stops charging during times that are most beneficial to the customer, CPA, and the grid. This solution can help customers save money on their EV charging by benefiting from time-of-use (TOU) rates, including CPA’s two different rates designed for EV owners, and giving them tools to understand and manage charging schedules.

Competitive Solicitation Process
On June 11, 2024, CPA launched the Managed EV Charging Request for Proposals (RFP) seeking qualified and experienced contractors to develop and implement a managed electric vehicle charging program for CPA residential customers. Six proposals were received. Of the six, two vendors were selected to proceed to the interview stage because they met all the RFP requirements, had the required relevant experience implementing this type of program, had direct experience working with other Community Choice Aggregators (CCAs), and had existing customers or programs in Southern California, thus demonstrating an understanding of CPA’s organizational structure and customer base. Of the two vendors interviewed, staff selected ev.energy as the contractor who had the most extensive experience with similar programs and agencies and also offered the lowest cost proposal that will provide CPA with the best value.

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Board of Directors Item 14
4 3
0 ev.energy is a program implementer specializing in the delivery of turnkey, customer-facing managed EV charging programs via vehicle telematics and networked EV chargers (EVSE). Their program experience includes turnkey customer outreach, Distributed Energy Resource Management System (DERMS) integration, dispatch, program management, data analysis, marketing, IT, and customer support services. They have managed programs for over 55 utilities and grid operators worldwide, with over 160,000 EV drivers using the platform. This includes work with four California CCAs (Silicon Valley Clean Energy, MCE, Peninsula Clean Energy, and Sonoma Clean Power). Their offering includes significant coverage of vehicles and charging devices, including several direct relationships with original equipment manufacturers (OEMs) that will offer an enhanced customer experienced and improved data quality, also allowing for broad participation in CPA’s territory.

Program Summary
The program will target the enrollment of 6,600 customers annually (19,800 total) through marketing and outreach by CPA, ev.energy, and vehicle manufacturers. Marketing outreach will be offered in multiple languages to enable program access for our customers. To support these targets ev.energy provides broad integration coverage for battery electric vehicles (BEVs), plug-in hybrid vehicles (PHEVs), and EV chargers (EVSE) to enable the majority of the EV driver market to participate in our program. This includes over (13) vehicle makes and (4) EVSE brands, which ev.energy can connect to and manage using a mix of direct original equipment manufacturer (OEM) partnerships and third-party integrations. Maximum coverage of the EV market allows for as many EV drivers as possible to participate and contribute to the optimization of load shifting.

Incentives will be offered to customers for enrolling and participating in the program. An enrollment incentive will be paid upon signing up for the program. Participation incentives will be paid at least once per year to encourage retention. The customer incentive amounts will be reflective of the type of load shed expected from the vehicle or charging equipment. For example, a higher incentive will be offered for BEVs in comparison to PHEVs. CPA will work with ev.energy during implementation planning to establish an

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Board of Directors Item 14
4 3
0 incentive structure that will be effective for the program. CPA will have the ability to offset up to 50% of these customer incentive costs via grant funding that ev.energy has been awarded by the California Energy Commission.

Participants will have access to ev.energy’s customer platform as an app on their phone or through the web. The customer platform will be available in multiple languages, including English, Spanish and simplified Chinese. Customers can enroll through the app, enter their ready-by-time, redeem incentives and start tracking their savings through smart charging. The platform provides seamless integration with utility grid signals and dispatches these signals to vehicles and chargers while putting EV drivers in control of their experience. The vehicle’s charging will be optimized by first prioritizing charging based on drivers’ mobility needs (e.g. departure time), followed by rate and wholesale energy price signals, staggering charging to manage secondary peaks, and intraday energy balancing.

FISCAL IMPACT
The Board approved FY 2024/25 budget includes sufficient funding for the Managed EV Charging Program. Costs for future years will be included in future budget proposals.

ATTACHMENTS

1. Presentation on Managed EV Charging

2. Professional Services Agreement with ev.energy Corp

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Managed Charging
September 5, 2024
Agenda Page 272
Agenda
Background
Managed Charging Program Overview
Professional Services Agreement
2 Action Requested:

Approve and authorize CEO to sign Professional Services Agreement with ev.energy Agenda Page 273
Background
EV charging is projected to represent
10% of CPA load by 2030 and nearly
23% of load by 2040
Much of this load is currently in high price
or high greenhouse gas emission hours of
the day
Supporting customers to optimize their
charging around low-cost hours can
reduce costs for customers and CPA
Through a managed charging program,
CPA can help manage, optimize, and
smooth EV charging load.
3 CPA is projecting 10X growth in EV ownership,
by 2045 there will be 1.2M+ EVs
in CPA territory.*
*CPA projections based on third party sales forecasts
Agenda Page 274
Managed Charging Program Overview
4 The managed charging program will incentivize customers to shift their EV charging to off-peak times leveraging vehicle telematics or electric vehicle supply equipment (EVSE), lowering costs for CPA and customers.

Promotes changes in the time of day that customers charge their electric vehicles by offering incentives and an easy-to-use customer interface Evaluates a vehicles state of charge and remotely starts or stops charging during times that are most beneficial to the customer and the grid
Charging is optimized by shifting EV charging load away from high demand peak and high-cost times, while also prioritizing the customer’s requested ‘ready-by’ time CPA will provide comprehensive support for EV owners interested in purchasing and installing charging equipment through the CPA Energy Team service and further bill savings opportunities with participation in one of CPA’s two rates specifically designed for EV owners
Agenda Page 275
Program Metrics
5 The goal of the program is to provide a managed
charging solution that is easy for residential
customers to access, understand, and operate.

Enroll Drivers: Successfully enroll at least
6,600 customers (5% of EV drivers in CPA
territory) into the Program each year of the
program.

Reduce Peak Load: Provide 2.8 MW+ of
managed load annually.

Customer Satisfaction & Retention: Maintain
high levels of program retention and ensure a
high level of customer satisfaction, with a
target of 90%+ measured through regular
customer satisfaction surveys.

Agenda Page 276
6 Vehicles
Make Model
Tesla Model S, Model X, Model 3, Model Y, CyberTruck
Jaguar Land Rover I-Pace, Range Rover MHEV
Porsche Taycan, Macan EV
Volvo EX90, EX40, C40
Toyota bZ4x, Prius Prime, RAV 4 Prime
Lexus RZ, UX, NX, NX PHEV, RX 450 PHEV
Hyundai KONA, Ionic 5, Ionic 6, Santa Fe PHEV, Tucson PHEV BMW iX, i4, i5, i7, X5 PHEV, 330e, 750e, XM, i3
Rivian R1S, R1T
Audi Q4 e-tron, Q6, e-tron, Q8 e-tron, GT e-tron, Q5 PHEV Kia EV6, EV9, Niro EV, Sorento, Soul, Sportage PHEV
VW e-Golf, ID4, Tiguan
Mini SE Countryman, SE Hardtop, MINI electric
Currently Supported EVs and Chargers
Represents 67%+ of vehicles in Los Angeles and
Ventura Counties. Other vehicles can still participate
with eligible chargers Incentives:
• Incentives to encourage customer enrollment
and continued participation above and beyond
any customer bill savings.
• Incentive amounts are still under refinement but
are intended to reflect the amount of load
modification expected
Enrollment Incentive
$50 - $100
Participation Incentive
$25 - $50
Eligibility:
• Battery Electric Vehicles (BEVs), Plug-in Hybrid
Vehicles (PHEVs), and EV chargers (EVSEs)
• Residential customers with dedicated home
charging
EVSE Technologies
Make Model
Autel AC Elite Home
ChargePoint Home Flex
Emporia EV Charger
Wallbox Pulsar Plus
Program Structure
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7 Customer Experience
Onboarding Charging
Access customer portal
through app or web
Create Account
Securely Connect
Vehicle/Charger
Set Home Location
Participants receive
detailed onboarding
materials via email and
within the portal
Set ‘Ready-By’ time
CPA to optimize charging
“Boost” option to override
scheduled charging
Real-time view of charging
status, schedule, history
and performance
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8 Customer Experience
Engagement Rewards
Optimized
communications
tailored to CPA
Monthly Charging
Insights Report
In-app push
notifications, such as:
• Reminders to check out
savings and
achievements
• Smart charging start
and ended
• Low battery reminder
Flexible incentive offerings
Payments available with
Venmo, PayPal, or gift cards
Participants can redeem
within the customer portal
Displays incentives earned
over time
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Professional Services Agreement
9 Process: Following a competitive RFP process, staff has negotiated a professional service agreement with ev.energy, who represented the lowest cost proposal.

Experience: ev.energy has experience running successful managed charging programs for other CCAs, including MCE, Silicon Valley Clean Energy, Sonoma Clean Power, and Peninsula Clean Energy
Scale: Offers broad eligibility with the ability to connect with 13 vehicle makes and 4 EVSE technologies. Goal of enrolling 19,800 customers over the 3-year contract.

Budget: Contract not-to-exceed of $1,734,091 for the 3-year term (initial 1-year term with an option for two, 1-year extensions)
Leveraged Funds: Ability to leverage ev.energy’s California Energy Commission (CEC) funding to offset up to 50% of customer incentives payments Agenda Page 280
Action Requested:
10 Approve and Authorize the Chief Executive Officer to execute the Professional Services Agreement with ev.energy Corp. to develop and implement a managed electric vehicle charging program for CPA residential customers in a (1) year initial term with two successive one (1) year terms, with a total not-to-exceed of $1,734,091.

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Questions
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1 Clean Power Alliance of Southern California
This Professional Services Agreement (this “Agreement”), dated and effective as of September 9, 2024 (the “Effective Date”), is made by and between:

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA (“CPA”), and EV.ENERGY CORP. (“Contractor”).

RECITALS
WHEREAS, CPA may contract with a provider to develop and implement a managed EV charging program for CPA’s residential customers; WHEREAS, CPA conducted a Request for Proposals (“RFP”) and CPA selected Contractor because Contractor has the expertise and experience to provide the specified services to CPA and offered CPA the Best Value; WHEREAS, Contractor desires to provide these specified services to CPA; WHEREAS, the purpose of this Agreement is to set forth the terms and conditions upon which Contractor shall provide services to CPA; NOW, THEREFORE, it is agreed based on the consideration set forth below by the Parties to this Agreement as follows:

AGREEMENT

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

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

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

3. Obligations of Contractor
a. In consideration of the payments set forth in this Agreement and in Exhibit C, Contractor shall perform services for CPA in accordance with the terms, conditions, and specifications set forth in this Agreement and in Exhibits A and B (“Services”).
b. Contractor shall make its best commercially reasonable efforts to obtain Phase 2 funding from the California Energy Commission’s GFO-22-609 – Responsive, Easy, Charging Products with Dynamic Signals (“REDWDS Grant”) grant that will enable Contractor to augment or offset CPA’s funding of incentive payments. If Contractor is successful in obtaining Phase 2 funding from the REDWDS Grant, it shall promptly notify CPA of its award status.

4. Compensation
CPA agrees to compensate Contractor as specified in Exhibit C:
a. In consideration of the Services provided by Contractor in accordance with all terms, conditions and specifications set forth in this Agreement and Exhibit A and Exhibit B, CPA shall make payment to Contractor on a not-to-exceed basis and in the manner specified in Exhibit C.
b. Unless otherwise indicated in Exhibit C, Contractor shall invoice CPA monthly to [email protected] for all compensation related to Services performed during the previous month. Payments shall be due within

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3 fifteen (15) calendar days after the date the invoice is submitted to CPA at the specified email address. All payments must be made in U.S. dollars.

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

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

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

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4 under this Agreement will become due immediately except any equitable adjustment pursuant to Paragraph 5(a); (iii) promptly transfer title and deliver to CPA all CPA Product or any work in progress pursuant to this Agreement; and (iv) each Party will promptly either return or destroy (as directed by the other Party) all Confidential Information of the other Party in its possession as well as any other materials or information of the other Party in its possession.

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

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

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5 stamps or otherwise identifies as “confidential” or “proprietary” before disclosing it to the other.

Confidential Information shall not include: (l) information that is generally available to the public or in the public domain at the time of disclosure; (2) information that becomes publicly known other than through any breach of this Agreement by Contractor or its Representatives; (3) information which is subsequently lawfully and in good faith obtained by Contractor or its Representatives from a third party, as shown by documentation sufficient to establish the third party as the source of the Confidential Information; provided that the disclosure of such information by such third party is not known by Contractor or its Representatives to be in breach of a confidentiality agreement or other similar obligation of confidentiality; (4) information that Contractor or its Representatives develop independently without use of or reference to Confidential Information provided by Contractor; or (5) information that is approved for release in writing by Contractor.
c. California Public Records Act. The Parties acknowledge and agree that the Agreement including but not limited to any communication or information exchanged between the Parties, any deliverable, or work product are subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.). In order to designate information as confidential, a Party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.” The Parties agree not to over-designate material as Confidential Information. Over-designation includes stamping whole agreements, entire pages or series of pages as “Confidential” that clearly contain information that is not Confidential Information. d. Third Party Request for Confidential Information. Upon request or demand of any third person or entity not a Party hereto pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information”), CPA will as soon as practical notify Contractor in writing via email that such request has been made.

CPA will be solely responsible for taking at its sole expense whatever legal steps are necessary to prevent release to the third party of the Confidential Information designated by Contractor. If Contractor takes no such action after receiving the foregoing notice from CPA, CPA shall, at its discretion, be permitted to comply with the third party’s request or demand and is not required to defend against it. If Contractor does take or attempt to take such action, Contractor agrees to indemnify and hold harmless CPA, its officers, directors, employees and agents (“CPA Indemnified Parties”), from any claims, liability, award of attorneys’ fees, or damages, and to defend any action, claim or lawsuit brought against any of CPA Indemnified Parties for Contractor’s attempt to prevent disclosure or CPA’s refusal to disclose any Confidential Information.

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6 officers and agents as additional insureds. The certificate(s) of insurance and required endorsement shall be furnished to CPA prior to commencement of work and maintained throughout the Term and any Renewal Term. Each certificate shall provide for thirty (30) days advance written notice to CPA of any cancellation or reduction in coverage. Said policies shall remain in force through the life of this Agreement and shall be payable on a per occurrence basis only, except those required by paragraph (d) below which may be provided on a claims-made basis consistent with the criteria noted therein.

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7 prior to the Agreement effective date, the Contractor must purchase “extended reporting” coverage for a minimum of twelve (12) months after completion of contract work.

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

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

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

13. LIMITATION OF LIABILITY

CONTRACTOR AND CPA WAIVE ANY AND ALL CLAIMS AGAINST EACH OTHER

FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, MULTIPLE, AND PUNITIVE

DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS

OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE CULPABLE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS MUTUAL WAIVER INCLUDES, BUT IS NOT LIMITED TO, RENTAL EXPENSES,

LOSS OF USE, LOSS OF PRODUCTION, LOSS OF INCOME, LOSS OF PROFIT (EXCEPT PROFIT ARISING DIRECTLY FROM PERFORMANCE OF THE SERVICES), LOSS OF FINANCING, LOSS OF BUSINESS, AND LOSS OF REPUTATION. THIS

MUTUAL WAIVER IS APPLICABLE, WITHOUT LIMITATION, TO ALL CONSEQUENTIAL DAMAGES DUE TO EITHER PARTY’S BREACH OR
TERMINATION OF THE CONTRACT.

EXCEPT WITH REGARD TO PAYMENT OF WAGES, STATE, OR FEDERAL PAYROLL,

SOCIAL SECURITY, INCOME, OR SELF-EMPLOYMENT TAXES, IN WHICH CASE, CONTRACTOR SHALL REMAIN FULLY RESPONSIBLE, CONTRACTOR’S TOTAL

AGGREGATE LIABILITY TO CPA UNDER THIS CONTRACT ON ALL CLAIMS OF ANY

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8 KIND ARISING OUT OF OR IN ANY WAY RELATED TO CONTRACTOR’S WORK,

FROM ANY CAUSE OR CAUSES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO,

NEGLIGENCE, ERRORS, OMISSIONS, STRICT LIABILITY, INDEMNITY, OR BREACH OF CONTRACT, IS LIMITED TO TWICE (2X) THE AGGREGATE AMOUNT PAID TO CONTRACTOR BY CPA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; PROVIDED HOWEVER THAT NOTHING CONTAINED HEREIN SHALL LIMIT CPA’S RIGHT TO INDEMNITY, DEFENSE, OR HOLD HARMLESS AS SPECIFIED IN THIS PARAGRAPH 12 OR TO CLAIM FOR AND TO SEEK AND RECEIVE INSURANCE COVERAGE SPECIFIED IN PARAGRAPH 11.

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

17. CPA Product.

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9 any party CPA may designate, upon written request. Contractor may keep file reference copies of all documents prepared for CPA.

For the avoidance of any doubt, save for the CPA Product, the Parties acknowledge that the Services are in the nature of SaaS (i.e., Software as a Service), and as such, the Contractor will retain Contractor’s mobile app, application programming interfaces (“APIs”), managed-charging algorithm and other software (“Contractor Technology”) and provide the Services without transferring ownership of any Contractor Technology to CPA. Further, any and all Services, expressions, inventions, ideas, discoveries, improvements or developments (whether or not patentable), as well as all copyrights, patents, or trademarks thereof, whether registered or unregistered, that may be used, conceived or made by the Contractor or the Contractor’s partner(s), employee(s), agent(s), vendor(s), contractor(s), supplier(s) or any other party employed by the Contractor, or subcontractor to the Contractor of any tier (any a “Contractor Work”), to satisfy its obligation under the Agreement shall also remain at all times the property of Contractor unless otherwise agreed to in writing between the Parties.

In the case of CPA, to:

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

Name/Title: Dr. Nick Woolley, Chief Executive Officer
Address: 2100 Geng Rd., Ste. 210, Palo Alto, CA 94303
Telephone: N/A
Email: [email protected]

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

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

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

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

Ev.Energy Corp. Clean Power Alliance of Southern California ____________________________________ ____________________________________ By: Dr. Nick Woolley By: Theodore Bardacke
Title: Chief Executive Officer Title: Chief Executive Officer

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Exhibit A – Scope of Work

PROJECT TASKS AND DELIVERABLES
Contractor shall be responsible for developing and implementing a managed EV charging program for CPA’s residential customers.

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

Task #1: Kick-off & Implementation Plan
Participate in a program kick-off meeting. Following the kick-off meeting, Contractor will configure the Program structure and platform based on CPA’s project goals and other requirements identified by the project team.

1. Kick-off and Program Launch.

1.1.Participate in a program kick-off meeting with CPA to prepare for the implementation of the Services.

1.2.The kick-off meeting will review the scope of work, program objectives, budget, ramp up/launch schedule, administrative processes, contract and overall program design.

1.3.During kick-off, Contractor and CPA will finalize program design and incentive structure.

1.4.Contractor will work with CPA to create a list of metrics and key performance indicators (“KPIs”) to be tracked by Contractor.

2. Implementation Plan.

2.1.Contractor to develop an implementation plan (“Implementation Plan”), under the guidance of CPA, to enroll a minimum of 6,600 customers in the Managed Charging Program annually.

2.2.The Implementation Plan should consider the following program objectives, at a minimum:

2.2.1. Charge Management Approach: Active managed charging will be supported, using software to evaluate vehicle state of charge and remotely start or stop charging to optimize charging to a time that is most beneficial to the customer, CPA, and/or the grid.

2.2.2. Load Shifting Parameters: Load shifting is to be designed with the goal of lowering the cost for the customer and CPA. One way this can be achieved is by first shifting load from TOU peak periods and then further optimizing charging using day-ahead CAISO pricing.

2.2.3. Eligibility: Full Battery Electric Vehicles (“BEV”), Plug-in Hybrid Vehicles (“PHEV”), and dedicated home chargers (“EVSEs”).

2.2.4. Incentive Structure: An enrollment incentive (“Enrollment Incentive”) and participation incentive (“Participation Incentive”, and along with

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Enrollment Incentive, the “Customer Incentives”) will be offered to participants. Participation Incentives must include performance eligibility parameters. The Customer Incentive amounts should be reflective of the type of load shed expected from the vehicle or charging, for example a higher incentive for BEVs versus PHEVs. CPA estimates the following incentive amounts, subject to revision with consultation from Contractor at CPA’s sole discretion:

2.2.4.1. Enrollment Incentive: $100 for BEV, $100 for EVSE, and $50 for PHEV.

2.2.4.2. Participation Incentive: $50 for BEV, $50 for EVSE, and $25 for PHEV.

2.2.5. Incentive Payments: Contractor shall develop a process for issuing and tracking incentive payments to customers.

2.3.The Implementation Plan shall include a comprehensive program design and a roadmap to reach at least 6,600 customers each year of the program. CPA is open to implementation approaches to meet our target, but the Implementation Plan must, at a minimum include:

2.3.1. Program Offering: Program name and detailed description of managed charging offerings to residential customers.

2.3.2. Supporting Platforms: Description of the managed charging platform and customer interface planned for the program.

2.3.3. Recruitment: Overall approach to recruiting 6,600 residential customers annually.

2.3.4. Vehicle & EVSE Eligibility: List of eligible battery electric vehicle, plug-in hybrid vehicle, and dedicated home charger manufacturers. At a minimum, the following vehicles and EVSEs will be available for program launch and through the contract Term with active managed charging capabilities:

Make Model
Autel AC Elite Home
ChargePoint Home Flex
Emporia EV Charger
Wallbox Pulsar Plus
Tesla Model S, Model X, Model 3, Model Y, CyberTruck
Jaguar Land Rover I-Pace, Range Rover MHEV
Porsche Taycan, Macan EV
Volvo EX90, EX40, C40
Toyota bZ4x, Prius Prime, RAV 4 Prime
Lexus RZ, UX, NX, NX PHEV, RX 450 PHEV
Hyundai KONA, Ionic 5, Ionic 6, Santa Fe PHEV, Tucson
PHEV
BMW iX, i4, i5, i7, X5 PHEV, 330e, 750e, XM, i3
Rivian R1S, R1T

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Audi Q4 e-tron, Q6, e-tron, Q8 e-tron, GT e-tron, Q5
PHEV
Kia EV6, EV9, Niro EV, Sorento, Soul, Sportage
PHEV
VW e-Golf, ID4, Tiguan
Mini SE Countryman, SE Hardtop, MINI electric

2.3.5. OEM Management: Overall approach to managing OEM direct relationships and third-party API connections.

2.3.6. OEM Network Expansion: Address plans to expand direct OEM partnerships and third-party API integrations.

2.3.7. Onboarding: Approach to onboarding customers, processing program application requests, and validating customer eligibility.

2.3.8. Marketing & Engagement: Approach to engaging new customers and customers already enrolled in the Program.

2.3.9. Rewards: Description of incentive structure design, and plans to process, verify, and issue customer incentives.

2.3.10. Reporting: Provide mock-up of dashboards and reporting.

2.3.11. Data: Define how data will be stored and reported.

2.3.12. Budget: Detailed budget and anticipated monthly spend.

2.3.13. Transition: Define options for customer portability and transfer of data at the end of Term.

3. Outreach Plan.

3.1.Contractor to develop a detailed plan to perform outreach of the program, including marketing tactics and recommended schedule.

3.2.Contractor will develop the Outreach Plan under the guidance of CPA program and marketings teams.

Task #1 Deliverables:

1. One (1) Program Kick-off meeting with CPA staff.

2. Updated scope of work, if applicable.

3. Ramp-up and launch schedule.

4. List of KPIs and metrics to be tracked by Contractor.

5. Implementation Plan.

6. Outreach Plan.

Timeline for Task #1:

1. Kick-off and Launch Schedule: Within two (2) weeks of Effective Date.

2. Program and Incentive Approach Finalized: 20 days following Effective Date.

3. Draft Implementation Plan: Within four (4) weeks of Effective Date.

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4. Final Implementation Plan: Within two (2) weeks of CPA feedback on draft Implementation Plan.

5. Outreach Plan: Within eight (8) weeks of Effective Date.

Task #2: Program Launch & Implementation
The goal of this Task is to launch the Program by a “go live” date to be determined by the Contractor and CPA. Upon launch, Contractor is expected to provide a managed charging platform, launch a CPA-branded customer interface, and execute the tasks described in the Implementation Plan. Contractor shall execute the Implementation Plan and manage all aspects of program implementation under the direction and oversight of CPA staff.

Contractor is expected to closely monitor the successes and challenges of implementation of the Managed Charging Program, particularly in the first few months, and raise any issues with CPA.

1. Implementation Plan Execution. Contractor shall execute the Implementation Plan and manage all aspects of program implementation under the direction and oversight of CPA staff. These aspects shall include, but are not limited to:

1.1.Launch of the Implementation Plan, as outlined in Task #1.

1.2.Contractor will provide CPA staff necessary training on the managed charging platform, customer interface, and reporting dashboards.

1.3.Ongoing program management to support the program and conduct operations of the program, including, at a minimum:

1.3.1. Oversight of customer verification and enrollment process.

1.3.2. Deployment of a customer interface, including ongoing oversight of platform and app, configuration and testing.

1.3.3. Effective management of the vehicles listed in Section 2.3.4, optimizing customer EV charging and collecting data on a daily basis.

1.3.4. Oversight of direct OEM integration and third-party API connection roadmap.

1.3.5. Configuration of Customer Incentive structure and management of distribution of payment, including quality assurance and control and responding to customer inquiries or issues.

1.3.5.1. A fixed administrative fee will apply to each individual incentive payment issued to customers via Contractor, as described in Exhibit C.

1.3.5.2. Any payment issuance costs, such as PayPal, Venmo, or gift card will be submitted as an expense per the guidelines in Exhibit C.

1.3.6. Ongoing project oversight to ensure timely and on-budget delivery.

1.3.7. Clear and prompt communication and troubleshooting of any problems that may arise

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1.4.Creation of templates needed for program launch and operation, including but not limited to:

1.4.1. Reports, dashboards, and data sets, as described in Task #5.

1.4.2. Customer emails, as described in Task #3.

1.4.3. Terms & Conditions, participation agreement, and/or any other required documents necessary to enable customer enrollment.

2. Managed Charging Platform. Contractor shall build or customize a managed charging platform to enroll and support enrolled CPA customers, that includes the following:

2.1.Platform will have the ability to actively manage charging by connecting with customer vehicles through telematics or EVSE to read vehicle data and start and stop vehicle charging based on parameters set by CPA and customer inputs for both Level 1 (120V) and Level 2 (208V – 240V) charging.

2.2.Platform will have the ability to collectively and individually optimize charging to lower peaks, with the goal of lowering costs for the customer and CPA.

2.3.Contractor will provide a list of supported vehicles and devices for the Program, which will demonstrate a broad array of vehicle makes, vehicle models, and EVSE in CPA territory. At a minimum, the supported vehicles and devices available at the time of program launch are defined in Section

2.3.4. 2.4.Data to be collected from the vehicle, device, and/or user include:

2.4.1. Vehicle make/model and model year.

2.4.2. Vehicle Identification Number (VIN).

2.4.3. Vehicle location (latitude and longitude).

2.4.4. Battery state of charge.

2.4.5. Plug-in and plug-out times.

2.4.6. Total plug-in duration.

2.4.7. Charge start and end times per session, specifically indicating if multiple charging start/stop times were used in a single charging session as a result of charge management.

2.4.8. Total charge duration.

2.4.9. Total energy dispensed per session.

2.4.10. Energy delivered per 30-minute increment

2.4.11. Charging rate used per session (in average kW per session).

2.4.12. Inferred charging level (L1, L2, L3, L4)

2.4.13. Instantaneous charging rate (in kW), per vehicle and in aggregate.

2.4.14. Customer’s intended time of departure.

2.4.15. Charging session type (home-smart, home-unmanaged, away-from-home, solar, etc.)

2.4.16. Counterfactual charging data and load shape

2.4.17. Frequency of usage of customer engagement in app or customer interface including but not limited to account creation, connected hardware (EV or charger), completed onboarding, completed first

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charging session, smart charging enabled, days since last charging session, percentage of charge off-peak, driver log-in/log-out, interaction events such as screens viewed, buttons pressed, and settings changed.

3. Customer Interface. Contractor shall provide a CPA-branded customer interface for enrolled customers that provides the following:

3.1.Platform that CPA can customize with its branding.

3.2.Available as a mobile app and/or customer interface through a desktop website.

3.3.Customer interface is to be available in multiple languages (English, Spanish and simplified Chinese).

3.4.Customer Interface will include an onboarding process that includes the collection of vehicle make/model and VIN information as well as customer contact, account number, and rate information.

3.5.Platform will include charge management inputs for the customer that include expected departure time, and minimum desired battery state of charge.

3.6.Platform will have the ability for customers to temporarily opt-out or override managed charging settings and charge immediately.

3.7.Platform will include the ability to issue Customer Incentives, allowing participants to redeem financial Customer Incentives with Venmo or PayPal payments. Customers without Venmo or PayPal accounts will be offered an alternative method for Customer Incentive redemption.

3.8.Customer performance metrics will be available to the user on the platform, including:

3.8.1. Customer’s cost of EV charging, factoring in their EV charging usage on their rate schedule.

3.8.2. Comparison in fuel costs to a typical gasoline vehicle fuel costs for an estimated equivalent usage.

3.8.3. Amount of charging done off-peak as a percentage of overall residential charging.

3.8.4. Duration of enrollment.

3.8.5. Customer Incentives earned over time.

3.8.6. Other metrics to be determined.

3.9.Platform will be capable of issuing general, automatic, and custom notifications to customers through text, in-app notifications, and/or email.

Such events requiring notification include but are not limited to:

3.9.1. Reminder to plug in car.

3.9.2. Hours to avoid charging.

3.9.3. Updates available to their reporting.

3.9.4. Other notifications to be determined.

3.10. Analytics tools and solutions will be available to track key metrics throughout the customer journey, as detailed in Task #3, Section 3.

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3.11. Customer support, as detailed in Task #3, Section 4, will be available via email or phone to troubleshoot customer issues, questions, and complaints.

Task #2 Deliverables:

1. Execution of all tasks as outlined in the Implementation Plan.

2. Managed Charging platform to actively manage and optimize charging.

3. Customer Interface for enrolled customers.

Timeline for Task #2:

1. Execution of Implementation Plan: Within one hundred and twenty (120) calendar days of Effective Date.

2. Managed Charging Platform: Within one hundred and twenty (120) calendar days of Effective Date.

3. Customer Interface: Within one hundred and twenty (120) calendar days of Effective Date.

Task #3: Marketing & Engagement Activities
Contractor will complete the following marketing activities in preparation for program launch and/or in support of the program operation.

1. Marketing Check-ins.

1.1.Coordinate and hold regular, but no less than bi-monthly, marketing specific check-ins with CPA team to review marketing strategy and make recommendations for optimizations. Meetings topics to include:

1.1.1. Marketing metrics and analytics results from the customer journey as described in Task #3, Section 3.

1.1.2. Reporting and scheduling of OEM email marketing or app push notifications and activities for optimal impact.

1.1.3. Reporting of customer interactions from call center, Contractor email, managed Program inbox, or other communication.

2. Marketing Outreach.

2.1.Contractor will work with CPA to develop targeting criteria and outreach materials. CPA will assist in distributing materials through its available outreach channels based on the agreed upon targeting criteria.

2.2.Platform should be capable of communicating CPA messages through a mobile app, email, or other customer interface.

2.3.Contractor will collaborate with CPA to develop messaging aimed at optimizing the user experience and improving engagement. Both parties will participate in reviews to ensure alignment and effectiveness, with final approval from CPA on messaging to participants.

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2.4.Contractor will collaborate with and leverage OEM marketing activities whenever possible to enroll new participants. OEMs will directly contact their customers, where possible, sharing necessary information about program participants and marketing performance with CPA and Contractor.

2.5.Contractor will leverage relationships where possible, such as through co-branding, collaborating campaigns, joint promotions, and shared marketing assets that can amplify reach and impact.

2.6.Contractor will collaborate with OEM to ensure all marketing and communication materials produced by the OEM are compliant and approved.

2.7.CPA will review and approve all outreach materials prior to distribution. CPA will make reasonable efforts to review and provide feedback on Contractor-provided materials within 10 business days of receipt of materials.

2.8.Marketing outreach to the customer will be made available in multiple languages (English, Spanish and Simplified Chinese).

2.9.Customer surveys will be developed, issued, and reported to CPA at least once per year. Survey questions to be developed in collaboration with CPA Programs and Marketing teams.

3. Engagement & In-Life Communications. The following communications will be provided, adjustments can be made to this approach with written email approval from CPA Staff.

3.1.Email template configurable to CPA branding to be developed.

3.2.Contractor to provide onboarding configurable to CPA branding, including:

3.2.1. Welcome email

3.2.2. Complete Account Setup email and push notification

3.2.3. Complete Account Setup Reminder email and push notification

3.2.4. Get The Most Out Of (explore the app) email

3.2.5. Add Your Payment Details emails 1 & 2

3.2.6. First Smart Charge email & reminder email

3.3.Contractor will develop engagement and retention communications configurable to CPA branding, including:

3.3.1. EV Lost Connection email and push notification

3.3.2. Charger Disconnected email and push notification

3.3.3. 30-day Continue Tracking Your Charging email and push notification

3.3.4. 60-day Check Out Your Charging Stats email and push notification

3.3.5. Monthly Charging Insights Reports emails and push notifications on program savings and achievements

3.4.Contractor to develop referral emails to deploy at specified intervals after program enrollment.

3.5.Charging push notifications to be supported, including:

3.5.1. Smart Charge planned and ended.

3.5.2. Boost Charge started and ended.

3.5.3. Standard (unmanaged) Charge started and ended.

3.5.4. Public Charge started and ended.

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3.5.5. Low Battery Reminder.

3.6.Offboarding notifications to be developed, including:

3.6.1. Account Deletion email.

3.6.2. Account Deletion survey.

4. Customer Journey Analytics.

4.1.The Contractor will deliver weekly reports and insights from the customer journey to inform ongoing strategy and optimize marketing efforts at each touchpoint. Metrics to be tracked include, but are not limited to:

4.1.1. Activation rates.

4.1.2. New and returning visitors.

4.1.3. Duration on site.

4.1.4. Engagement rates.

4.1.5. Drop-off rates.

4.1.6. Conversion rates.

4.1.7. Boost analytics.

5. Customer Support.

5.1.Contractor will manage all customer interactions related to the Program, responding to customer inquiries and resolving issues in a timely manner.

This includes all inbound calls to the call center, in-app chats, and emails to the inbox. Customer support will be available in multiple languages, including at a minimum English, Spanish and Mandarin.

5.2.Customer support will be provided during onboarding and throughout the program, including troubleshooting any issues or questions that customers may have while enrolling or participating in the managed charging platform.

5.3.Contractor to provide outreach materials and instructional user guides for customers. This may include, but are not limited to:

5.3.1. Onboarding instructional guide.

5.3.2. App and/or web-based FAQs.

5.3.3. Pre-recorded onboarding tutorials.

5.4.Contractor will log all interactions with customers and provide report to CPA on a monthly basis, in a format outlined in Task #5 and to be approved by CPA.

5.5.Contractor will respond to all inquiries within 2 business days. Contractor will work to resolve all issues and notify CPA of escalated or unresolved customer complaints.

5.6.Customer support will be available across a spectrum of mediums such as in-app, email, and phone and in multiple languages (English, Spanish and Chinese).

5.7.Contractor will develop and share with CPA a call center guide.

6. Customer Performance Reports.

6.1.Contractor will develop reporting to educate the customer about their performance in the program and support ongoing engagement with the customer.

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6.2.Performance reports will be issued to the customer at a frequency to be determined by CPA, but at a minimum once per month.

Task #3 Deliverables:

1. Participation in marketing check-ins.

2. Implementation of customer journey analytics and reporting.

3. Implementation of customer support program feature.

4. Development of program documents, tools, and resources as outlined.

Timeline for Task #3:

1. Implementation of Marketing Activities: Within one hundred and twenty (120) days of Effective Date.

Task #4: OEM Development & Management
Contractor shall develop a participating network of direct OEM integrations and integrations through third parties on CPA’s behalf to acquire potential customers into the Program.

1. OEM Relationship Development & Management

1.1.Contractor will establish a plan and roadmap for the timeline and projected costs to integrate OEMs into the Program.

1.2.Contractor will connect with eligible vehicle models and ensure those connections are maintained.

1.3.Contractor will provide strong, quality, and reliable integrations for both direct and third-party integrations.

1.4.Contractor shall be the point of contact and manage all relationships with OEMs.

Task #4 Deliverables:

1. Delivery of OEM Integration Plan and Roadmap.

2. Establishment of OEM connections.

Timeline for Task #4:

1. OEM Integration Plan and Roadmap: Within sixty (60) days of Effective Date.

2. Establishment of OEM connections: Within one hundred and twenty (120) days of Effective Date.

Task #5: Administrative Services & Program Management

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Contractor will hold weekly check-ins to address program needs and update CPA on progress. Contractor will provide reports that include metrics as described here in Task #5. Contractor will also provide annual reports on program status and a final report on outcomes resulting from the Program. Contractor should highlight customer questions or trends that can impact the evolution of the program or improve program performance in monthly and annual reports.

1. Weekly Progress Meetings.

1.1. Contractor will set up check-in meetings on a recurring schedule throughout the period of performance.

1.2. Contractor will work with CPA program manager(s) to determine the agenda of weekly check-in calls at minimum one (1) day prior to the meeting.

1.3. Contractor will issue meeting minutes within one (1) day of the meeting, which will summarize the discussion, actions items, and any decisions made during the meeting.

1.4. Meetings will focus on progress updates; reviewing deliverables; and determining expected milestones for the next meeting, including the following status updates:

1.4.1. Status summary, including project progress, timelines for deliverables, challenges encountered, recommendations for improvement, and future short-term and long-term objectives.

1.4.2. Enrollment summary, which includes total enrollments, new enrollments, pending enrollments, unsuccessful enrollments, and customers who have opted out of the program.

1.4.3. Participation summary, reporting on the frequency of participation amongst participants in the program. This may include the average number of days a participant’s enrolled vehicle is actively managed through the program or the number of times a participant opted out of participating.

2. Customer Enrollment Status Reporting.

2.1. Contractor will provide CPA with a detailed report or access to a shared system of customer enrollment status each week. This report will contain the following:

2.1.1. Customer Information: Customer name, account number, address, email address, phone number, rate type.

2.1.2. Vehicle Details: Vehicle make/model, model year, and vehicle identification number.

2.1.3. Enrollment Status: Date of enrollment, unenrollment, and/or termination.

3. Charging Metrics Reporting.

3.1. Contractor to provide CPA with a report each month, which may include, but not limited to, the following metrics and information:

3.1.1. Charging Metrics: Charging location, number of charging sessions, number of customer overrides, plug-in/unplug times, total plug-in duration,

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and charging rate. For charging location, the following will be identified when possible: home, work, shopping center, or destination charger.

3.1.2. Battery Metrics: Battery state of charge at beginning and end of charging session in percentage format, energy dispensed per session, and baseline to estimate the energy peak reduction accomplished.

3.1.3. Customer Information: Customer identifier, Customer’s home charging type (L1, L2, etc.), and Customer’s intended “ready time”.

3.2. Format of charging reporting to contain metrics for every charging instance.

4. Communications Reporting.

4.1. Contractor will provide a summary of customer support metrics each month, including a detailed list of the customer inquiries, tracking of common issues faced by customers, and any inquiries that required escalation.

5. Bi-annual Status Report.

5.1. Provide a high-level report to review progress that includes an executive summary, major accomplishments to date, lessons learned and recommendations for future work, summary of key metrics, and financial summary comparing actual expenditures to the project budget:

5.2. Reports will be submitted to CPA for approval before being finalized. The bi-annual report should include KPIs developed as part of Task 1 and additional indicators as determined by CPA and Contractor.

5.3. Bi-annual Progress Reports will evaluate program performance and suggest methods for reaching and enrolling more customers.

6. Data Sharing.

6.1. Establish data transfer mechanism (e.g. API data stream or SFTP, etc.) to provide CPA with all customer data and reporting.

7. Invoicing.

7.1. Contractor shall invoice CPA monthly and provide supporting reports, such as Customer Incentives issued per customer.

7.2. Contractor will send an invoice to CPA via email by the 7th business day of the month, which will include:

7.2.1. Regular programmatic payments.

7.2.2. Customer Incentives paid out to participants.

7.3. Contractor shall establish a record keeping strategy and system to track invoices and forecasted project by month.

Task #5 Deliverables:

1. Weekly progress meetings and summary reporting.

2. Weekly Customer Status Report.

3. Monthly Charging Metrics Report.

4. Monthly Communications Report.

5. Annual Status Reports reviewing program results and future recommendations.

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Timeline for Task #5:

1. Program administration shall be ongoing over the duration of the program.

Task #6: Ramp Down
Prior to the expiration or termination of the Agreement and continuing until such time as the transition services are complete, Contractor shall perform the following transition services.

1. Transition Services.

1.1.Develop and deliver a transition plan ninety (90) days prior to expiration of termination of this Agreement.

1.2.Transfer all CPA Product in a form usable by CPA or the new implementation provider with the exception of any customer data not permitted to be transferred to CPA under applicable law and regulation.

1.3.If needed, release all registered CPA customers for transition to new implementation provider, if applicable.

1.4.Support transition, as may be reasonably directed by CPA, to new implementation provider, if applicable.

1.5.Cooperate in a commercially reasonable manner with all parties involved in transition.

1.6.CPA shall not be responsible for the removal of any installed equipment.

2. Final Report.

2.1.Provide a report at the close of the program term for public distribution, subject to review and approval by CPA (“Final Report”). The report format will include an executive summary, challenges encountered, lessons learned, best practices of managed charging programs, summary of total program cost, and impact and key performance indicators utilized in annual reports.

The final table of contents will be determined and approved by CPA.

Task #6 Deliverables:

1. Complete transition services as described.

2. Final Report to assess the results of the program.

Timeline for Task #6:

1. Transition Services: To begin (90) days prior to the expiration or termination of this Agreement and continuing until such time as the transition services are complete.

2. Final Report: To be delivered no later than thirty (30) days prior to the end of the program term.

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Task #7: Passive Managed Charging Expansion (Optional, at CPA’s Discretion) The following task sets forth services which may be implemented upon CPA’s request and approval. Contractors are requested to provide a description of their approach.

CPA is interested in investigating a passive managed charging approach. While active managed charging supports optimization of EV charging load at home, many customers charge away from home. CPA is considering evolving the program to include additional options to enable more customers to participate.

Contractor should recommend ways in which CPA can implement a passive managed charging participation pathway to enable participation for customers who do not have dedicated home charging.

Contractors will analyze the successes of existing programs from CCAs, IOUs, and other entities and outline best practices. Contractors should focus on residential CPA customers and provide use-cases for customers who charge their vehicle at home, at work, or away from home.

Contractors should conduct a high-level analysis of potential program structures and incentive options.

A Program Design Memo should include:

1. Summary of lessons learned fand best practices from other passive managed charging programs.

2. Example implementation plan for each recommended pathway.

Task #7 Deliverables:

1. Design Memo and Example Implementation Plan.

Timeline for Task #7:

1. To be determined by CPA at a time following program launch.

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Exhibit B – Technical Support and Service Level Agreements Contractor shall provide the Services and Deliverables set forth in Exhibit A according to the following Service Level Agreements (“SLAs”):

1. Technical Support and Incident Response Procedures. Contractor will provide support to program participants (“Authorized Users”) experiencing incidents by email, phone, and in-app chats (“Technical Support”). There are broadly three kinds of incidents which could occur, arising from:

1.1.Hardware connection issues: a compatible EV or compatible EVSE loses its local connectivity at the customer’s home, the OEM’s telematic platform temporarily goes offline, or the Contractor’s access to connect to the hardware has expired or has been revoked by the Authorized User.

1.1.1. For hardware connection issues, Contractor shall endeavor to work with the affected User to troubleshoot possible connectivity issues between the vehicle/EVSE and the managed-charging platform. If the connection issue is found to be the result of a bug or flaw on the managed-charging platform, Contractor shall notify CPA, shall endeavor to remedy the issue, shall notify CPA and the affected User(s) once resolved, and shall pay any applicable Performance Credits to CPA. If the connection issue is found to be the result of a bug or flaw on the manufacturer’s platform, Contractor shall notify CPA and the affected User(s) of the issue and update them once it is resolved but shall not be responsible for paying any Performance Credits.

1.2.Charging schedule issues: Contractor charges an Authorized User’s vehicle entirely or partly during peak-pricing hours when there are enough off-peak pricing hours to charge the vehicle to the specified battery level before the specified ready-by time; or the Contractor does not charge the Authorized User’s vehicle to the specified battery level before the specified ready-by time.

1.2.1. For charging schedule issues, Contractor shall publish and maintain a real-time monitoring tool which automatically detects charging sessions with significant (i.e. >5 kWh and >10% of total energy delivered) quantities of electricity delivered during peak-pricing hours, when sufficient off-peak pricing hours were available to deliver a charge to the User’s specified battery level before the specified ready-by time. When such charging sessions are detected, Contractor shall report them to CPA, investigate the root cause(s) of the issue, and remedy the issue in line with the Technical Support Problem Response and Resolution Service Level section below.

Clean Power Alliance Board of DirectorsSeptember 5, 2024

Clean Power Alliance Board of Directors
September 5, 2024