Clean Power Alliance Board of Directors
December 5, 2024

Board of Directors of the
Clean Power Alliance of Southern California
Regular Meeting
Thursday, December 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
Mercure Hotel
Second Floor Conference Room
Building 5 No. 178 Puhui Road
Shanghai, China 201615
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.

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

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

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

CALL TO ORDER AND PLEDGE OF ALLEGIANCE

ROLL CALL

GENERAL PUBLIC COMMENT

CONSENT AGENDA

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

2. Approve the 2025 Legislative & Policy Platform as Recommended by the Legislative & Regulatory Committee

3. Adopt Resolution No. 24-12-077 Approving a Peak Management Pricing (PMP) Tariff

4. Receive and File the Board of Directors and Standing Committee Meeting Schedule for 2025

5. Receive and File Quarterly Financial Report

5. Receive and File Quarterly Risk Management Team Report

7. Receive and File Quarterly Member Agency Programs Report

8. Receive and File Quarterly Communication Report

9. Receive and File Monthly Community Advisory Committee Report

REGULAR AGENDA
Action Items

10.Adopt Resolution 24-12-078 Approving the FY 2025/26 Rate Setting Approach, as Specified Herein, for Customers in the Cities of La Cañada Flintridge, Lynwood, and Port Hueneme (“Phase 7 Customers”) and Authorizing the Chief Executive Officer to Update Phase 7 Customers’ Rates, as Needed, Whenever

SCE and/or PCIA Rates Change, to Maintain the Rate Setting Approach Throughout FY 2025/26

11.Approve and Authorize the Chief Executive Officer to Execute the Professional Services Agreement with Haven Energy Inc. (Haven Energy) to Design, Install, Operate, and Maintain Photovoltaic Solar and Battery Storage Systems for Single Family Homes Owned by Low-Income Customers in a (3) Year Initial Term with Two Optional Successive One (1) Year Terms, with a Total Not-To-Exceed of $322,500

12.Approve and Authorize the Chief Executive Officer to Execute the Following Long-Term Resource Adequacy Agreements:
a. 15-Year Resource Adequacy Agreement with Olinda Reliability Project, LLC
b. 10-Year Resource Adequacy Agreement with Sentinel Energy Center, LLC

13.Salary Grades, Benefits, And Employee Handbook Updates:
a. Approve Salary Grades for CPA Employees, As Contained in Attachment

2. b. Adopt Resolution 24-12-079 Approving the Updates to CPA’s Employee Handbook as Contained in Attachment 4
Election

14.Election of One Regular Director for the Executive Committee At-Large Position Representing Jurisdictions in Ventura County for the Remainder of the Term, Ending June 30.

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 FEBRUARY 6, 2025
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.

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

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

Staff Report – Agenda Item 1
To: Board of Directors
Subject: Approve Minutes from the November 7, 2024, Board of Directors Meeting
Date: December 5, 2024

RECOMMENDATION
Approve.

ATTACHMENT

1. Minutes

Board of Directors Item 1

MINUTES
Board of Directors of the
Clean Power Alliance of Southern California
Regular Meeting
Thursday, November 7, 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 Annie Mendoza, Deputy Clerk of the Board, conducted roll call.

PLEDGE OF ALLEGIANCE
Chair Klein Lopez 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 Alternate Present
4 Beverly Hills Julian Gold Alternate Present
5 Calabasas Ed Albrecht Director Remote
6 Camarillo Susan Santangelo Director Remote
7 Carson Reata Kulcsar Alternate Remote
8 Claremont Jeremy Swan Alternate Present
9 Culver City Joe Susca Alternate Remote

10 Downey Horatio Ortiz Director Remote
11 Hawaiian Gardens Ramie L. Torres Alternate Remote
12 Hawthorne Alex Monteiro Director Present
13 Hermosa Beach Justin Massey Director Present
14 Los Angeles County Lindsey Horvath Vice Chair Present 15 Malibu Absent
16 Manhattan Beach Amy Howorth Director Remote
17 Monrovia Edward Belden Director Present
18 Moorpark Absent
19 Ojai Michelle Ellison Alternate Remote
20 Oxnard Absent
21 Paramount Michelle Muller Alternate Remote
22 Redondo Beach Absent
23 Rolling Hills Estates Debby Stegura Director Remote
24 Santa Monica Gleam Davis Director Present
25 Santa Paula Jenny Crosswhite Director Present
26 Sierra Madre Robert Parkhurst Director Present
27 Simi Valley Rocky Rhodes Director Present
28 South Pasadena Arpy Kasparian 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 Present
33 West Hollywood John Erickson Director Present
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.

Board of Directors Item 1

CONSENT AGENDA

1. Approve Minutes from the October 10, 2024, Board of Directors Regular Meeting

2. Approve an Increase in the Contract Authority of the Professional Services Agreement (PSA) for FY 2024/25 with Pastilla, Inc. by $656,600 for a Total NotTo-Exceed (NTE) Amount of $1.02 Million for Creative Services, Web Development, and Web Maintenance and Authorize the Chief Executive Officer to Execute the Amendment with Pastilla for the Increased Amount

3. Adopt Resolution No. 24-11-076 to Approve Certain Corrected Rates for Phase 1, 2, 4, 5 & 6 Non-Residential Customers Effective on November 8, 2024

4. Receive and File Monthly Community Advisory Committee Report Motion: Director Parkhurst, Sierra Madre
Second: Director Howorth, Manhattan Beach
Vote: The consent agenda was approved by roll call vote. Director Stegura abstained from the vote.

REGULAR AGENDA
Action Item

5. Approve the Clean Energy Workforce Development Investment Plan Phase 3 with Total Funding in the Amount of $1,323,000 Consisting of:
(A) Memoranda of Understanding (MOU) for a 3-Year Term with (i) Flintridge Center in the Total Amount of $435,000 and (ii) Women in Non-Traditional Employment Roles (WINTER) in the Total Amount of $558,000; (B) Updates or Establishment of Voyager Scholarship Agreements with up to Eleven (11) Community Colleges for a Total Amount of $330,000 Over a 2- Year Term
Xico Manarolla, Electrification Program Manager, presented an overview of CPA’s workforce development efforts and proposed changes to the current programs to support pre-apprenticeship recruitment and revamp the Voyager Scholarship Program for targeted community colleges. Mr. Manarolla discussed Phase 1 and 2 funding outcomes, listing funding partners, funding amounts, subject matter taught, and the number of students who participated or graduated.

Staff’s recommendations are consistent with the Board's direction to facilitate building and transportation electrification and support union apprenticeship programs. Seven PPAs have provided a total of $2.6 million in funding, and CPA has provided $779,990 in funding to date. Of that, more than $2.5 million is still available. Staff has received feedback indicating that students need help getting into pre-apprenticeship programs, focusing on addressing obstacles such as childcare, the cost of fees, and readiness to pass the entrance exam.

Mr. Manarolla described the Multi-Craft Core Curriculum (MC3) Pre-Apprenticeship Program, a 10-week, 240-hour boot camp using a standardized curriculum. These programs provide a clear path to high-wage jobs for underserved communities, and CPA funding would go directly to student support.

Populations targeted include women and previously incarcerated and gang-affected individuals.

Staff recommends that CPA work with the Flintridge Center in Pasadena. The center has run workforce development programs since 2007 and uses the MC3 curriculum. A three-year MOU with the center costs $435,000 and provides Board of Directors Item 1

stipends for 30 students per year, 90 in total. Staff also recommends Women in Non-Traditional Employment Roles (WINTER) as a partner to serve women ages 18 to 45, focusing on those who are low-income, formerly incarcerated, aging out of foster care, and of color. Located in the City of Commerce, WINTER places 84 percent of students in apprenticeship programs within six months. This MOU costs $558,000 for three years and stipends 20 students per year, 60 in total.

For the Voyager scholarships, staff recommends increasing incentives for students enrolling in energy-related courses from $1,000 to $3,000 for full-time students and $1,500 for part-time students. The proposal is to add Mt. San Antonio and Cerritos community colleges to the program and to spend $270,000 in total for two-year agreements with nine Community Colleges, starting in 2026. The seven schools already under contract must exhaust current funding to receive new funding. Mr.

Manarolla described the funding allocation broken down over the next three years and explained that there is $1.3 million remaining for new programs or expanding the current ones.

Mr. Manarolla explained that the Voyager program is marketed through community colleges. CPA can publicize the pre-apprenticeship programs using newsletters, community outreach, and member agencies communications. The next steps would be to negotiate funding agreements with each entity, establish targets to ensure success, explore similar MC3 options in Ventura County, and eventually return to the Board for approval of MOUs. Today’s vote would be to approve the Clean Energy Workforce Development Investment Plan Phase 3, with a total funding of $1,323,000.

Public Comment: Joe Sullivan, representing IBEW Local 11 and the National Electrical Contractors Association of Greater Los Angeles, supported the plan updates and praised the proposed partners. Mr. Sullivan thanked CPA for helping people get into apprenticeships on the front-end and for creating jobs on the back end through its projects and high labor standards.

Director Massey proposed El Camino College as a partner. Director Gold suggested that staff keep track of scholarship recipients after they are employed to gauge success and encouraged CPA to publicize the organization’s involvement in this community-focused program. Vice Chair Horvath supported the proposal, especially focusing on women involved in justice and collaboration with the construction trades. Director Crosswhite inquired about continued training for municipal workers already on the job when new energy technologies emerge and new skills are required. Staff responded that IBEW and other unions quickly provide training to ensure their members are hired for projects and that it would explore a continuing education program for CPA member agency staff.

In response to Director Belden’s inquiry about Grid Alternatives and solar panel installers. Staff responded that CPA has funded Grid Alternatives through its Community Benefits grant program and is interested in finding other opportunities to work together. Director Cao suggested Pasadena City College as a partner and asked about the involvement of workforce development boards. Staff responded that both Flintridge and WINTER benefit from state funds coming through local workforce development programs and that, in general, MC3 coursework is promoted through workforce development boards. Director Erickson suggested Board of Directors Item 1

that LGBTQ populations and the organizations that serve them also be considered for job training programs.

Director Newman supported the proposal and will forward contact information to staff for a program that helps gang-impacted and at-risk youth in Thousand Oaks.

Director Albrecht suggested Pierce College as a partner. Director Pacheco supported the increased scholarships because, as a long-time community college teacher, she witnessed the limited resources of most students.

Motion: Vice Chair Horvath, Los Angeles County
Second: Director Erickson, West Hollywood
Vote: Item 5 was approved by a roll call vote
Information Item

6. Receive Presentation on CPA’s Financial Results for Fiscal Year 2023-2024 and Fiscal Year Budget to Actual Report
David McNeil, Chief Financial Officer, presented a summary of the financial results for the fiscal year 2023-2024. CPA received an A- credit rating from Standard and Poor’s, based on performance to date and projections for the upcoming year. CPA increased its net position and liquidity by $106 million and $257 million, respectively, and added $135 million to the Fiscal Stabilization Fund. CPA’s financial results benefited from increased retail rates, new community enrollments, increased investments, and higher interest rates. Negative impacts on CPA’s financials were due to reduced electricity demand, resulting in lower-than-expected revenues and increased renewable energy costs.

Mr. McNeil presented CPA’s balance sheet components as of June 30, 2024, noting that the organization does not have fixed assets but rather cash and cash equivalents and accounts receivable. Mr. McNeil further stated that CPA’s operating expenses were under budget except for SCE’s service fees, which reflect billing and administrative services and are calculated under regulatory requirements. Director and Finance Committee Chair Santangelo described the positive meeting that the Committee had with the independent auditor regarding CPA's financial practices and controls.

In response to Director Parkhurst’s question about unspent monies in the customer programs category, CEO Ted Bardacke stated that budget approval from the Board for programs is sought based on a best-case scenario; in the past fiscal year some programs did not launch on the timeline expected and that customer adoption was slowed than was hoped for. Staff clarified for Director Parkhurst how PPA security deposits are collected, returned, and accounted for. Director Gold inquired about customers who have not paid their electricity bills going back to the pandemic; staff responded that most commercial accounts are resolved but that SCE continues to work on a large backlog of residential customers who still owe money.

Director Erickson introduced the idea of CPA Board members receiving a stipend for their service, and staff responded that it would require a policy decision and that it would be discussed in the context of next fiscal year’s budget. In response to Vice Chair Lopez’s question about EV charging incentives and unspent customer program funding, staff said rebates are paid when a charging system is completely installed and that funds are held in escrow after the initial application.

Vice Chair Lopez also suggested working with air pollution control districts to Board of Directors Item 1

ensure funds are dispersed, particularly if funds remain unspent. Director Susca asked about improving CPA’s credit rating based on reserve amounts, and staff responded that agencies consider various factors, including reserves, but there are no specific targets that would trigger a credit rating upgrade.

7. Receive Presentation on 2025 Power Charge Indifference Adjustment and Rates Outlook
Matthew Langer, Chief Operating Officer, summarized SCE’s October 2024 rate change which increased the delivery rates and lowered their generation rates. SCE also filed its Energy Resource Recovery Account (ERRA) forecasted 2025 PCIA and bundled generation rates. PCIA rates for CPA customers are unknown until the CPUC decides on the ERRA proposal later this year. CPA is responding to SCE’s ERRA filing and advocating for SCE to maintain its original approach to RA accounting. The earliest the CPA Board could adjust rates with any certainty before the normal FY 2025-2026 rate-setting cycle is February 2025. A proposal to set total bill comparisons for the three communities that will begin CPA service in October 2025 will be brought to the Board for consideration in December. Staff expects CPA to offer those new communities competitive bill comparisons in line with CPA’s historical targets.

Mr. Langer explained that SCE’s rate reduction will be reversed in October 2025, with SCE projecting a generation rate increase of 18 percent. The reduction or increase does not impact CPA customer bills but does affect CPA’s competitiveness. This year SCE submitted two ERRA proposals, one using the same methodology as in recent years and one using an alternate methodology for allocating Resource Adequacy (RA) costs. The alternate methodology would have SCE account for local RA at the local RA benchmark price, even though the local RA is being used to meet SCE’s system RA obligation, which would increase PCIA rates and lower bundled generation rates. The forecast RA market price benchmark increased from $15.23/kW-month in 2024 to $42.54/kW-month in 2025.

SCE requested a January 1, 2025, implementation date but will delay implementation to March 1 or later unless the CPUC votes on a decision in early December, which staff believes is unlikely.

Based on SCE’s standard methodology, the proposed PCIA rates in 2025 would continue to be negative and decline another 1.4 cents, providing CPA residential customers with a 2.8-cent line-item bill credit. The PCIA decrease would nearly offset SCE’s expected 7.7 percent delivery rate increase in January, keeping CPA customer bills relatively flat compared to current rates. Under SCE’s proposed alternate methodology, the PCIA rates in 2025 would remain relatively flat, while the increase in the SCE delivery rate would increase residential bills by about 5 percent. Mr. Langer presented a competitive impacts chart, looking at both the standard and alternative methodologies.

Staff is considering CPA’s rate-setting strategy for FY 2025-2026 and will return in the spring with rate scenarios that consider CPA’s Reserve Policy targets and competitive position. If warranted, an interim rate adjustment would be discussed with the Executive Committee in January.

Board of Directors Item 1

Staff clarified for Director Belden that CCA customers comprise about 20 percent of SCE’s customer base. In response to Director Massey’s question about the different rate changes, staff stated that the delivery rate changes will affect both SCE and CPA customers. Vice Chair Horvath asked about whether SCE’s overcollection approach too frequently puts CPA’s interest at risk; staff responded that in CPA’s experience, SCE has under-collected rates more frequently than over-collected them.

Election

8. Open Nomination for Executive Committee Ventura County At-Large Position for the Remainder of the Term ending June 30, 2026.

Chair Klein Lopez announced that Director Stix is leaving the Board of Directors and will no longer serve as the Ventura County at-large representative on CPA's Executive Committee. Chair Klein Lopez opened the nomination period, which will remain open until 5:00 p.m. on Wednesday, November 20, 2024. The person elected at the December 5th Board of Directors meeting will serve the remainder of Director Stix’s term, ending June 30, 2026. Vice Chair Lopez nominated Director Crosswhite.

COMMITTEE CHAIR UPDATES
On behalf of Director Hicks, Chair of the Legislative Committee, Chair Klein Lopez reported that the committee reviewed the 2025 legislative platform, which will come to the Board in December.

Director Parkhurst, Chair of the Energy Committee, reported that the Review Team examined QC 15 projects. The Energy Committee then met to review and approve the team’s recommendations. CAISO now allows load-serving entities like CPA to prioritize projects in the process.

MANAGEMENT REPORT
Ted Bardacke, CEO, stated that CPA has met its RA obligations, which will support the grid's reliability. Mr. Bardacke reported that the 2028 Olympics in Los Angeles will require preparation for energy needs, which are predicted to be equivalent to seven Super Bowls daily for a month. Mr. Bardacke will serve on the LA 28 Games Energy Council, focusing on power for venues and electric transportation.

BOARD MEMBER COMMENTS
None

REPORT FROM THE CHAIR
None

ADJOURN
Chair Klein Lopez adjourned the meeting at 4:11 p.m.

Board of Directors Item 1

Staff Report – Agenda Item 2
To: Board of Directors
From: Gina Goodhill, Senior Director, Government Affairs CC Song, Senior Director, Regulatory Affairs
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Approve 2025 Legislative & Regulatory Policy Platform & End of Session Update
Date: December 5, 2024

RECOMMENDATION
Approve CPA’s 2025 Legislative & Regulatory Policy Platform as recommended by the Legislative & Regulatory Committee.

BACKGROUND/EXCUTIVE SUMMARY
On August 31, 2024, the California Legislature finished the 2024 Legislative year, sending several hundred bills to the Governor for his signature or veto.

While many of these bills had been in discussion for months, the highest profile energy bills were introduced just days before the end of the session. These bills made up an unofficial “Affordability Package” and were part of a larger affordability theme that dominated the 2024 year. Most bills in this package failed to advance to the Governor.

Responding to the perceived failure to address affordability in a comprehensive manager, on October 30, 2024, the Governor issued an Executive Order directing various state agencies to deliver ideas and studies on affordability by January 2025.1 These work 1 www.gov.ca.gov/wp-content/uploads/2024/10/energy-EO-10-30-24.pdf

products are likely to shape the legislative discussion around this issue in the coming legislative session.

In addition to affordability, the legislature also considered bills that dealt with building and vehicle electrification, reliability, and transmission planning. The California Public Utilities Commission (CPUC) addressed many of these same issues in their regulations.

CPA’s Proposed 2025 Legislative & Regulatory Policy Platform (“2025 Platform”) is meant to address many of these themes, as well as to streamline and clarify CPA’s existing goals. At its October 30, 2024 meeting, the Legislative & Regulatory Committee provided input and recommended that the Board approve the proposed 2025 Platform.

A summary of key issues and proposed changes to the Platform is presented in the table below, followed by a more detailed discussion of key legislative and regulatory issues and how they shape the proposed changes.

Topic Regulatory Updates Legislative Updates Platform
Principle
Affordability
SCE General Rate Case:
1) Reduce proposed CCA
customer account service
fees,
2) Improve SCE back-billing
practices, and
3) Improve transparency on
cost allocations of new
assets in the Power Charge
Indifference Adjustment
portfolio.
1) AB 3264 (Petrie-Norris)
chaptered into law; will create
new reporting requirements
for CCA customer
programs.
2) CPA supported bill SB
1130 (Bradford) chaptered
into law; will expand the
undersubscribed low-income
FERA program.
3) Bills were also floated to
address affordability through
increasing transparency in
ratepayer billing; they did not
succeed but may come back
in the 2025-2026 session.
1a,1e
(new); 4b,
4c (new)
Decarbonization
California Energy
Commission Load
Management Standards
(LMS): CPA submitted a
1) CPA supported bill SB
1221 (Min) chaptered into
law; will create pilots to
eliminate gas service in
3a, 3b
Board of Directors Item 2

Board-approved LMS
compliance plan in April,
recommending utilizing
CPA’s existing and planned
customer programs to meet
the compliance
requirements.
several neighborhoods that
meet key qualifications and
could help towards building
sector electrification.
2) CPA supported bill SB 59
(Skinner) chaptered into law;
directs state agencies to
study and require
bidirectional charging, which
would allow EVs to send
energy back to the grid.

Reliability
Central Procurement Entity
for Long Lead Time (LLT)
resources: the CPUC
issued a decision
requesting Department of
Water Resources to
procure up to 10.6 GW of
LLT resources. CPA staff
will continue to work with
CPUC staff during
integrated resources
planning cycles to
determine future LLT
resources procurement
needs.

Resource Adequacy (RA):

CPA staff have worked
closely with CPUC staff to
implement the new 24/7
capacity framework for the
2025 RA year to make sure
that CPA would meet the
compliance requirements,
and that CPA’s portfolio’s
contribution to reliability is
accurately reflected.

CPA supported bill AB 2779
(Petrie-Norris) chaptered into
law; will require CAISO to
study grid enhancing
technologies to increase the
capacity and efficiency of
current transmission lines.
1e (new);
2c
Board of Directors Item 2

LEGISLATIVE DISCUSSION
Beginning in April, there were rumors of pending legislation from Assembly leadership to tackle growing electricity affordability concerns. While affordability had been a minor theme in previous legislative sessions, the Income Graduated Fixed Charge that was proposed in the beginning of the session, along with a recent report by the CPUC’s Public Advocates Office that a majority of Californians had seen a 50% increase in their electricity bills since 2021, brought this issue to the forefront.

Much of the early conversations in 2024 focused on changes or cuts to various ratepayer funded energy efficiency programs. Despite this early interest, legislative leadership did not release concrete proposals until the final week of the legislative session, and in some cases, the final 72 hours (thus allowing for no amendments). The final affordability proposals centered on several themes, three of which directly impact CPA customers:

1. Program Funding: Various customer programs are funded through ratepayer charges and the subsequent impact that these programs have on rising rates are increasingly being scrutinized. Proposed cuts to energy efficiency funding were met with resistance and the legislature pivoted to proposed cuts to three other energy rebate programs. Led by the Chair of the Assembly Energy Committee, Cottie Petrie-Norris, AB 3121 targeted cuts to rebates for school HVAC upgrades, a program to help low-income customers in multifamily buildings access rooftop solar, and a battery storage rebate program. Taken together, cuts to these programs were expected to provide a one-time $30 bill credit to customers.

Stakeholders from environmental, solar, housing, and labor groups mobilized against this proposal, forcing legislators to withdraw it before a vote.

Of greater surprise and impact for CCAs was a customer program transparency bill that went into print mere hours before the 72-hour cutoff for legislative amendments and has since been chaptered into law. AB 3264 (Petrie-Norris) requires the CPUC to evaluate and report to the legislature on all energy efficiency and demand response programs, including those paid for by CCA customers and Board of Directors Item 2

not overseen by the CPUC. These new reporting requirements have the potential to be burdensome for CCA staff, and to evaluate CCA programs using a cost-effectiveness methodology that is inappropriate for CCA programs. The bill author acknowledged during debate that the legislation still needs some tightening; CPA and CalCCA have already begun working on clarifications to the proposed reporting methodologies in both the legislative and regulatory settings.

2. California Environmental Quality Act (CEQA) and Permitting Reform: Another part of the affordability discussion focused on reducing ratepayer costs by building clean energy projects more quickly and cheaply. SB 1272 (Laird) would have authorized the CEC to prepare an environmental impact report for clean energy projects that developers could use instead of undergoing their own study, but the bill died before reaching the Governor. Meanwhile, SB 1420 (Caballero), which was chaptered into law, will add green hydrogen projects to the list of facilities eligible for centralized permitting and expedited CEQA review. This will allow these projects to come to fruition sooner and will maximize the state’s ability to take advantage of $1.2 billion from the U.S. Department of Energy to accelerate the development and deployment of clean renewable hydrogen.

3. Disconnection Protection: Finally, the affordability package included a bill to protect customers who are at risk of electricity service disconnection. SB 1142 (Menjivar) adds ratepayer protections against disconnection due to nonpayment of bills for certain customers and was chaptered into law.

One additional theme that emerged as part of the affordability discussions is increasing transparency on electric bills. As electricity costs increase, ensuring that customers understand what they are paying for has become increasingly important. CPA expects to see proposed legislation on this topic in the coming legislative session. The proposed 2025 Platform includes new language addressing this emerging issue.

Several other energy bills were chaptered into law, including four supported by CPA.

Board of Directors Item 2

1. SB 1221 (Min) creates pilots to eliminate gas service in specified neighborhoods. This approach could be the first step in shifting the building sector towards electrification to meet the state’s greenhouse gas reduction goals. CPA is also tracking a related proposal as part of a proceeding at the CPUC.

2. AB 2779 (Petrie-Norris) requires CAISO to study grid enhancing technologies (GETs) to help increase the capacity and efficiency of current transmission lines. This bill will augment a $600 million grant from the U.S. Department of Energy that California received in August to install GETs.

3. SB 1130 (Bradford) expands the undersubscribed low-income Family Electric Rate Assistance (FERA) program to additional households.

4. SB 59 (Skinner) directs state agencies to study bidirectional charging (which would allow electric vehicles to send energy back to the grid) and gives them the authority to mandate bidirectional capability in vehicles if it will be beneficial.

REGULATORY DISCUSSION
While the regulatory process does not follow the same calendar as the legislative process, many similar themes have emerged in ongoing rulemaking at the CPUC and the California Energy Commission (CEC). As in the past, some items at play have, at their core, issues of CCA autonomy in the areas of ratemaking, procurement, and customer program development.

Affordability: CPA, along with other CCAs operating in SCE territory (the “Joint CCAs”), has been engaging in affordability discussions through SCE’s 2025 General Rate Case to ensure fair treatment of CCA customers. The key issues that the Joint CCAs have advocated are:

1. Reducing proposed CCA service fees: SCE proposed to nearly double its CCA service fees despite no planned mass enrollment, and no proposed increase in the level or quality of service. One of the fees, the Monthly Account Maintenance Fee (MAMF), would increase by a factor of five if SCE’s proposal is adopted. The Board of Directors Item 2

MAMF would, purportedly, support the work related to mass enrollment, as well as regular calls with CCA staff to correct or mitigate billing system errors.

However, mass enrollments in the next four years have already been accounted for in costs and none of them are large enough to necessitate a significant service fee increase. Furthermore, the meetings required to reconcile billing system errors are caused by SCE’s system and process. The Joint CCAs asked the CPUC to direct SCE to maintain the current level of the MAMF.

2. Improving SCE’s handling of back-billing practices caused by its system: Related to the billing system errors raised in the context of CCA service fees, the Joint CCAs have also asked the Commission to direct SCE to apply its back-billing policies fairly across bundled and unbundled customers and reduce its billing error rates by prioritizing issues raised by CCAs. Currently, for bundled residential customers, SCE credits any back-billed charges beyond the last three months; for commercial customers, back-billed charges beyond three years in the past are credited. For unbundled customers, however, SCE only credits back the delivery side of the bill, not the generation side. This practice arguably contradicts SCE’s Rule 17. In contrast, PG&E credits both generation and delivery back-billed charges across bundled and unbundled customers.

3. Providing more transparent and detailed testimony to justify upgrades to its utility owned generation assets: The Joint CCAs argued that the CPUC should direct SCE to provide more information in its GRC testimony going forward to ensure the CPUC has sufficient details to determine cost responsibility of the new assets, and appropriately vintage the resources so the Power Charge Indifference Adjustment (PCIA) is assessed properly.

A Proposed Decision by the CPUC was anticipated by the end of October but has not yet been issued. CPA will continue to work with the Joint CCAs to ensure that CPUC staff understand the fairness principles driving these requested actions.

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Decarbonization: The California Energy Commission (CEC) established load management standards (LMS) in 1982 to increase electricity demand flexibility and encourage decarbonization through demand side management. Shifting electricity consumption to different times of the day can help reduce carbon emissions and increase grid reliability.

CPA submitted its Board-approved LMS compliance plan to the CEC in March and recommended utilizing existing and planned customer programs to meet the LMS requirements, based on analysis conducted using available data. Since then, CPA has met with CEC staff to discuss CPA’s LMS compliance plan. The CEC staff informed CPA that CPA will likely need to make revisions to its plan in order to 1) reflect CPA’s ongoing communications with SCE regarding CPA’s participation in SCE’s real time pricing (RTP) pilot, and 2) reflect CPA’s intention to evaluate incorporating more dynamic price signals in its customer programs.

CPA staff anticipates receiving a letter from the CEC staff containing the requested revisions in the next two months. Once the letter has been received, CPA will have 90 days to revise its compliance plan and submit the revised version to the CEC. In the meanwhile, CPA staff have continued to engage with SCE regarding participating in SCE’s RTP pilot and is actively discussing the possibility of modifying some of its programs to meet the CEC’s requirements or establishing its own RTP rates. CalCCA is also engaged at the statewide level on broader themes of implementation feasibility and regulatory overreach in the CEC’s implementation of LMS.

Reliability:

Implementation of Central Procurement Entity for Long Lead Time Resources At the end of the 2023 Legislative session, AB 1373 was signed into law, requiring the CPUC to determine by September 1, 2024, whether there is a procurement need for long-lead time (LLT) resources. The CPUC then can request the Department of Water Resources (DWR) to procure those resources within 6 months of the determination.

Board of Directors Item 2

On August 22, 2024, the CPUC issued a decision determining the need of up to 10.6 gigawatts (GW) of LLT resources, made up of 7.6 GW of offshore wind, 1 GW of geothermal, 1 GW of multi-day long duration energy storage (LDES), and 1 GW of LDES with a discharge period longer than 12 hours. A subsequent informal request may be sent to DWR within 6 months of the issuance of this decision to ask DWR to initiate procurement activities. The total procurement may be less than the determined need of

10.6 GW and CPA is not aware that the CPUC has not yet sent the request to DWR to initiate procurement activities.

The decision also determines that all CPUC-jurisdictional load serving entities (LSEs), including investor-owned utilities, CCAs, and direct access energy service providers must share the costs of procurement based on each LSE’s share of load forecast. As the need for any additional LLT resource procurement will be determined in future integrated resources planning cycles, CPA staff, along with other CCAs, will continue to work with CPUC staff to determine specific types of LLT resource needs, and how the DWR procured resource capacity should be factored into California’s resource planning process.

Resource Adequacy Program Refinements
The CPUC adopted a 24/7 capacity framework in 2022 (also referred to as “Slice of Day”), with the goal to ensure that California has sufficient capacity on the grid at all hours, especially during the evening peak hours in the summer. Each LSE needs to demonstrate that it has enough capacity monthly to serve each hour of the day. CPA staff have worked closely with CPUC staff to implement the new 24/7 capacity framework for the upcoming 2025 Resource Adequacy (RA) year. CPA staff have anticipated this fundamental program shift for several years and have been actively planning and procuring resources to meet the Year Ahead RA obligations. CPA staff have also actively provided feedback to CPUC staff on the compliance requirements in order to minimize confusion and ensure that CPA’s portfolio’s contribution to reliability is accurately reflected.

Board of Directors Item 2

PROPOSED 2025 PLATFORM DISCUSSION
CPA’s Policy Platform serves as a framework for staff to pursue actions at legislative and regulatory levels with the understanding that they are taking actions in the best interest of the organization, member agencies, and customers. The new protocol allows CPA staff to take bill positions on most bills using the Board approved Policy Platform, rather than seeking Board approval for each bill position. Every year, staff modifies the platform in response to various legislative and regulatory changes and presents a draft to the Legislative & Regulatory Committee.

For bills that fall outside the scope of the platform, bills that are likely to attract high-profile supporters and detractors, bills that would raise taxes, or bills that would knowingly put CPA at odds with its member agencies, CPA presents a proposed position to the CPA Legislative & Regulatory Committee and Board of Directors and its before taking a position.

The 2025 Draft Legislative & Regulatory Platform is focused on streamlining and clarifying CPA’s goals, while also responding to the affordability and bill transparency topics that CPA anticipates arising in the 2025-2026 legislative session.

1. Affordability: Notably missing from the Governor’s final affordability package was an anticipated proposal for securitization. This financial process could lower costs for electricity infrastructure investments that are paid for by customers and is viewed by some stakeholders as one of the most significant actions that the state could take to address affordability. This proposal was met with some resistance by the investor-owned utilities, who publicly urged the state to take more time in designing the details of such a change. While this proposal was ultimately absent from the 2024 package, it is likely to reemerge in 2025-2026. Principle 1e was added to reflect this.

2. Bill Transparency: With electricity bills rising, there has been an increasing desire to ensure that customers understand why bills are so high, and to provide more transparency on what customer money is going towards. Several proposals were Board of Directors Item 2

floated in 2024 that aimed to modify bills to increase customers understanding.

While there is generally agreement that this is needed, there is not agreement on which changes would be helpful. Principle 4c was added to reflect this proposal in anticipation for future discussion in 2025.

In addition to adding new principles, the Draft 2025 Platform also removes, clarifies, and consolidates several principles.
• Principle 2 was expanded to reflect CPA’s engagement outside of its service territory and outside of California, including regionalization. • Principle 3 and 3a were modified to more directly reference CPA’s specific programmatic goals.
• Principle 2b was combined with 2c to remove duplicative wording. • Principle 5d was moved to section 2f to more accurately reflect the goal. • Principle 5c was combined with 5d to remove duplicative wording.

ATTACHMENT

1. Draft 2025 Legislative & Regulatory Policy Platform
Board of Directors Item 2

*Red represents text that has been added or removed
*Blue represents text that has been moved or combined
Proposed 2025 Legislative and Regulatory Policy Platform Overview and Purpose
The Clean Power Alliance (CPA) Legislative and Regulatory Policy Platform (Platform) serves as a guide to the CPA Board of Directors and CPA staff in their advocacy efforts and engagement on policy matters of interest to CPA. The Platform allows both members of the CPA Board of Directors and CPA staff to pursue actions at the regional, state and federal legislative and regulatory levels in a consistent manner and with the understanding that they are pursuing actions in the best interest of the organization and its mission, its member agencies, and its customers.

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

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

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

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

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

3. Developing and administering customer programs that encourage clean energy adoption by CPA customers and the use of that clean energy in an efficient and managed way to support cost reduction and grid reliability.

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

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

These principles are incorporated throughout the below platform.

Policy Platform

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

e. Infrastructure Financing: CPA will pursue administrative and legislative initiatives that support alternative approaches to financing energy infrastructure that reduce costs for all customers.

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

for new construction, critical services, renewable energy, building decarbonization, and other projects in CPA’s service territory.
f. Research & Development: CPA will pursue administrative and legislative initiatives that support the research and development of new energy resources that can be procured to meet the reliability and decarbonization goals set by the State and its Board of Directors.
g. Grid Reliability: CPA will pursue administrative and legislative initiatives that support the expansion of a regional Western energy grid that improves reliability; accelerates decarbonization; improves transmission planning; reduces costs for ratepayer and load serving entities; maintains California’s ability to set, meet and implement its own climate goals; and protects clean energy jobs within the State.

3. Customer Programs
a. Demand Response, Demand Flexibility and Energy Efficiency: CPA will pursue administrative and legislative initiatives that will enable CPA and its customers to develop and participate in programs that promote the use of clean energy in an efficient and managed way to support cost reduction, grid reliability, and lower greenhouse gas emissions.
b. Zero-emission vehicles: CPA will pursue administrative and legislative initiatives to promote electrification of the transportation sector in response to state and federal goals aimed at increasing the usage of zero emission vehicles. c. Building and vehicle decarbonization: CPA will pursue administrative and legislative initiatives that support the ability of CPA to promote statewide building and vehicle decarbonization, primarily through electrification.
d. Local Grid Management and Resiliency: CPA will pursue administrative and legislative initiatives that supports the ability of CPA and its member agencies to offer local grid management and resiliency solutions to increase local reliability, and adaptability that could protect against power outages and extreme heat. e. Research and Development: CPA will pursue administrative and legislative initiatives that support the ability of CPA to explore new opportunities related to behind the meter clean energy resources.

4. Data Access
a. Timely and Accurate Access to Customer Data: CPA will pursue administrative and legislative initiatives that will enable CPA to obtain timely and accurate access to its customers’ data to improve billing accuracy and inform the development and implementation of customer programs.
b. Fair Fees for Data Management Services: CPA will pursue administrative and legislative initiatives to ensure that the fees due to Southern California Edison for data access and management are fairly assessed based on data needs and potential technological improvements.
c. Billing Transparency: CPA will pursue administrative and legislative initiatives that increase customer understanding of electricity bill components and display electricity charges in a clear and consistent manner for both bundled and unbundled customers.

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

Staff Report – Agenda Item 3
To: Board of Directors
From: Karen Schmidt, Senior Director, Rates & Strategy
Reviewed by: Matthew Langer, Chief Operating Officer
Nancy Whang, General Counsel
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Adopt Resolution Approving Peak Management Pricing Tariff Date: December 5, 2024

RECOMMENDATION
Adopt Resolution 24-12-077 approving a Peak Management Pricing (PMP) Tariff.

BACKGROUND
Following a pilot program in 2019, the CPA Board in May 2020 approved adoption of Peak Management Pricing (PMP), an event-based demand response rate option for non-residential customers. The Board has subsequently reauthorized non-residential PMP rates each year since then as part of the annual rate setting process.

PMP is similar to Southern California Edison’s (SCE) Critical Peak Pricing (CPP) rates, which are available to bundled SCE residential and non-residential customers (i.e., those who get both generation and delivery services from SCE). Under the PMP program, participating commercial customers receive incentive credits in the summer months, and incremental bill charges for on-peak energy usage during PMP demand response “events”. CPA may call up to 12 events per year, normally on the hottest days of the year when electricity prices are highest. Events are five hours long, coinciding with the on-peak period (4 p.m. – 9 p.m.), and are limited to non-holiday weekdays. Customers are

Board of Directors Item 3
notified via email or text at least 24 hours before a PMP event so that they can prepare to reduce their energy use between 4 p.m. and 9 p.m. the following day. Customers receive bill protection during their first calendar year of participation in the PMP program.

Per California Public Utilities Commission (CPUC) Decision 23-12-005 in December 2023, for customers to be eligible for energy storage incentives through the statewide Self-Generation Incentive Program (SGIP), they must be enrolled in a qualifying demand response (DR) program. Currently, the only DR program approved by the CPUC and available to residential customers in SCE’s service territory is CPP1, which is not available to unbundled (e.g. CPA) customers.

DISCUSSION
Since the PMP program mirrors SCE’s CPP, CPA staff anticipates that CPUC will approve PMP as a qualifying DR program if PMP is expanded to include residential customers, who make up the majority of SGIP applicants. In parallel, staff will be advocating that the CPUC include CPA’s own Power Response program as a qualifying program for customers taking advantage of SGIP rebates.

To date, commercial customer participation in the PMP program has been limited, and the PMP enrollment form, coupled with the Board-approved PMP rates, was sufficient to document the program’s rules and requirements for participating customers. With the expansion of the program to residential customers, staff recommends that the program terms and conditions be converted into a Board-approved tariff.

In addition to including residential customers, the proposed PMP Tariff includes some minor adjustments to the program’s terms and conditions, including:

1. Increase the maximum annual number of PMP events from 12 to 15, in alignment with SCE’s CPP offering, and increasing the maximum number of events days in a week from two to three, except in the event of a grid emergency. 1 Decision 23-12-005 defines Critical Peak Pricing as a “Tariff which offers a discount on summer electricity rates in exchange for higher prices during a select number of peak event days in the year”.

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2. Provide event notifications by 4 p.m. on the business day prior to an event; previously event notifications could be sent to customers on weekend days.

3. Extend bill protection to cover up to the first twelve (12) months of a customer’s enrollment in the program rather than during the customer’s first calendar year of enrollment.

4. Include Net Energy Metering (NEM) and Solar Billing Plan (SBP) in the list of eligible rates.

FISCAL IMPACT
The fiscal impact to CPA of potentially increased PMP enrollment as a result of the new tariff is expected to be neutral to positive, as customer incentive credit payments will be offset by PMP surcharges and lower energy costs as a result of reduced energy usage during extreme heat events.

ATTACHMENT

1. Resolution 24-12-077 Approving Peak Management Pricing Tariff

RESO NO. 24-12-077
RESOLUTION NO. 24-12-077

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA

TO APPROVE PEAK MANAGEMENT PRICING TARIFF

THE BOARD OF DIRECTORS OF THE 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 June 6, 2019, the Board authorized rates for the implementation of event-based Peak Management Pricing demand response rate options for eligible non-residential customers, similar to the Southern California Edison (SCE) Critical Peak Pricing program for bundled SCE customers;
WHEREAS, California Public Utilities Commission (CPUC) issued Decision 23- 12-005 in December 2023 specifying that for residential customers to be eligible for battery storage incentives through the statewide Self-Generation Incentive Program (SGIP), they must be enrolled in a qualifying demand response (DR) program approved by the CPUC;
WHEREAS, CPA anticipates that the CPUC may determine that CPA’s Peak Management Pricing demand response program would be a qualifying DR program if the Peak Management Pricing program is expanded to include residential customers; WHEREAS, residential customer make up the majority of SGIP applicants; WHEREAS, the Board has considered these factors and support staff’s recommendation to expand availability of the Peak Management Pricing program to include eligible residential customers as well as other adjustments to the program’s terms and conditions.

NOW THEREFORE, BE IT DETERMINED, ORDERED, AND RESOLVED,

BY THE BOARD OF DIRECTORS OF THE CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA THAT:

1. The Peak Management Pricing Tariff as presented in Exhibit A is hereby approved effective January 1, 2025.

RESO NO. 24-12-077
APPROVED AND ADOPTED this 5th day of December 2024.

Deborah Klein Lopez, Chair
ATTEST:

Gabriela Monzon, Board Secretary

CPA PMP Tariff Adopted December 5, 2024 - Effective January 1, 2025 Page 1 of 4 Peak Management Pricing (PMP) Tariff
Clean Power Alliance’s Peak Management Pricing (“PMP”) Tariff (“PMP Tariff” or “PMP program”) is an event-based rate option that provides bill credits to participating customers in the summer during on-peak non-event hours, and incremental bill charges for on-peak electricity usage during PMP events.

A. APPLICABILITY
The PMP Tariff is available to CPA residential and non-residential customers who meet the eligibility criteria detailed in the Terms and Conditions below. To participate in the PMP program eligible customers must submit a completed PMP Enrollment Form1 .

B. RATES, CREDITS, AND SURCHARGES
Accounts enrolled in the PMP program will continue to be billed in accordance with the account’s otherwise applicable CPA and SCE tariffs, rates, and policies (“OAT”).

Participating customers will receive bill credits from CPA during the summer months (June-September) in the form of monthly on-peak energy credits for accounts on non-demand rates (residential and small business customers), or monthly on-peak demand credits for accounts on demand rates (most commercial, agriculture and pumping, and industrial customers). During PMP events, participating customers will be billed an incremental surcharge on energy consumed from 4 p.m. to 9 p.m. See Terms and Conditions for details on how the summer credits and event surcharges are calculated and applied.

CPA will call no more than fifteen (15) PMP events per calendar year, which will be limited to non-holiday weekdays. These events typically occur on the hottest days of the summer when electricity prices are high. Customers will be notified via email or text at least 24 hours in advance of an event so that they can prepare to reduce their energy use between 4 p.m. and 9 p.m. on the following day. Events may occur on consecutive days but will not exceed three per week except in the event of a Grid Emergency as defined in the Terms and Conditions.

B. TERMS AND CONDITIONS

1. Customer eligibility. The PMP Tariff is available to customers with accounts that meet the following criteria:
a. Eligible residential accounts must be actively receiving service from CPA and on a TOU-D-4, TOU-D-5, TOU-D-PRIME, TOU-D-A, TOU-D-B, or TOU-D-T rate schedule;
b. Eligible non-residential accounts must be actively receiving service from CPA on a TOU-GS-1-E, TOU-GS-1-ES, TOU-GS-2-D, TOU-GS-3-D, TOU-8-D, TOU-PA-2-D, or TOU-PA-3-D rate schedule; c. Eligible accounts must have an interval meter or a Southern California Edison (SCE) SmartConnect meter installed and in use;
d. Eligible accounts may not be enrolled in the CPA Power Response program or other CPA, SCE, or third-party demand response programs. 1 The PMP Enrollment Form is available at www.cleanpoweralliance.org\pmp-program.

CPA PMP Tariff Adopted December 5, 2024 - Effective January 1, 2025 Page 2 of 4

2. Ineligible rates, tariffs, or programs. Accounts enrolled in the following rates, tariffs, or programs are not eligible to enroll in the PMP Tariff:
a. Residential accounts on Domestic (tiered), D-CARE, DM or DMS rate schedules; b. Non-residential accounts on TOU-1-GS-D, lighting, traffic control, WTR, or other non-residential rate schedules not listed in section B.1.b.; c. Accounts not served by an interval or SCE SmartConnect meter; and d. Accounts enrolled in the CPA Power Response program or other CPA, SCE, or third-party demand response programs.

3. Customer enrollment and term. To participate in the PMP Program the customer or an authorized representative must submit a completed PMP Enrollment Form2 requesting enrollment of the designated account(s) in the program and agreeing to the PMP Tariff’s Terms and Conditions. Participation in the PMP Program for enrolled service accounts will commence within two billing periods after enrollment in the PMP Program is confirmed.

Customers may disenroll in the program at any time by calling or emailing CPA Customer Service. If a customer switches their account to a different rate schedule, the account’s enrollment in PMP will be maintained provided that the new rate schedule meets PMP eligibility requirements. If CPA discontinues the PMP Program for any reason, participating customers will be notified and the account(s) will be returned to CPA’s OAT.

4. PMP Events. CPA may, at its discretion, call a PMP Event any non-holiday weekday.

Events will only occur from 4 p.m. to 9 p.m. A maximum of fifteen (15) PMP events may be called during a calendar year. Events may occur on consecutive days but will not exceed three per week except in the case of a Grid Emergency as defined below. PMP Events will be called based on any one of the following criteria:
1) California Independent System Operator (CAISO) Energy Emergency Alert (EEA) Watch Notice,
2) California Independent System Operator (CAISO) Flex Alert, 3) Forecasts of extreme or unusual temperature conditions impacting system demand, or
4) Day-ahead load and/or price forecasts.

A Grid Emergency occurs when the California Independent System Operator (“CAISO”) (a) declares an Energy Emergency Alert (EEA) 2 or greater; (b) when CAISO declares an event threatening or limiting transmission grid capability including line or transformer overloads; (c) when a state of emergency related to a sudden and severe energy shortage is declared pursuant to California Government Code section 8565, et seq.; or (d) other event or action that can result in a sudden and severe energy shortage to California’s electricity grid.

5. PMP Event Notification. CPA will provide event notifications to participating customers via email or text message, as designated by the customer in the customer’s enrollment form, no later than 4 p.m. the business day before a PMP event. Customers are responsible for monitoring event notifications and providing CPA with correct email addresses or phone numbers to receive text notifications (carrier fees may apply).

Updates to the event notification contact(s) must be provided by emailing 2 Available at www.cleanpoweralliance.org\pmp-program.

CPA PMP Tariff Adopted December 5, 2024 - Effective January 1, 2025 Page 3 of 4 [email protected] or calling Customer Service at 888-585-3788 (TTY: 323-214-1296).

6. PMP Summer Credits and Event Surcharges. PMP summer credit rates and event surcharge rates effective January 1, 2025, are shown in the table below. Summer credit rates are applied during the summer season (June 1 to September 30) to energy usage from 4 p.m. to 9 p.m. on all non-event, non-holiday weekdays for customers on non-demand rates, and to maximum monthly on-peak demand for customers on demand rates.

Event surcharge rates are applied to energy consumed from 4 p.m. to 9 p.m. during PMP events. PMP credits and surcharges will not be applied to exported generation.

All CPA rates including PMP rates are adopted by the CPA Board of Directors at duly noticed public meetings of the Clean Power Alliance Board of Directors and are subject to change.
3 Current PMP rates are posted at www.cleanpoweralliance.org\pmp-program.

Peak Management Pricing (PMP) Rates*
Rate Schedule Event Surcharge Summer Incentive
Credit
Residential Rates
TOU-D-4, TOU-D-5, TOU-D-PRIME, TOU-D-A, TOU-D-B,
TOU-D-T $1.00/kWh $0.18963/kWh
Non-residential Rates
TOU-GS-1-E, TOU-GS-1-ES $1.00/kWh $0.17054/kWh
TOU-GS-2-D $1.00/kWh $8.56/kW
TOU-GS-3-D $1.00/kWh $9.44/kW
TOU-8-SEC-D
TOU-8-PRI-D
TOU-8-SUB-D
$1.00/kWh
$10.28/kW
$10.65/kW
$10.55/kW
TOU-PA-2-D, TOU-PA-2-D5 $1.00/kWh $7.10/kW
TOU-PA-3-D, TOU-PA-3-D5 $1.00/kWh $7.73/kW
* Summer credits are applied to energy usage in kWh from 4 p.m. - 9 p.m. on non-event non-holiday weekdays from June 1 to September 30 for all residential rates and for TOU-GS-1 and TOU-GS-1-ES rates, and to maximum monthly on-peak demand in kW from June 1 to September 30 for all other non-residential rates.

Event surcharges are applied to all energy usage from 4 p.m. - 9 p.m. during PMP events. Effective January 1, 2025. Rates subject to change. See www.cleanpoweralliance.org\pmp-program for current rates.

7. Billing. Participating accounts will be billed monthly at their normal CPA OAT. Applicable PMP summer credits and event surcharges will appear as separate line items on the account’s monthly invoices. Credits will be applied only to on-peak usage during the summer season (June 1 – September 30). All applicable CPA generation charges and event surcharges must be paid as billed.

8. Bill Protection. Customers enrolled in PMP will receive a one-time Bill Protection credit if the customer was billed an amount greater than they would have been billed under their CPA OAT without PMP, for up to the first 12 months of enrollment in the PMP program. If 3 Board agendas are available at: https://cleanpoweralliance.org/get-involved/agendas-minutes/.

CPA PMP Tariff Adopted December 5, 2024 - Effective January 1, 2025 Page 4 of 4 a customer disenrolls from the PMP program or terminates CPA service for any reason before the end of their first 12 months in the program, or if CPA terminates the PMP program for any reason, Bill Protection will end on the account’s next regularly scheduled billing date.

CPA will calculate the Bill Protection credit after the earlier of 1) the end of the first 12 months of the account’s enrollment in the program; 2) the end of the account’s enrollment in the program; or 3) the termination of CPA service to the account. The Bill Protection credit will equal the positive sum, if any, of total PMP event surcharges and the total PMP summer credits bill over the duration of the Bill Protection period. If customers are eligible for a PMP Bill Protection credit, this credit will be applied within two billing periods following the end of the Bill Protection period.

9. Reservation of Rights. CPA reserves the right to modify, suspend, or terminate, one or more components of or all of the PMP Tariff at a duly noticed public meeting of CPA’s Board of Directors. By enrolling or remaining enrolled in the PMP Tariff, the 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 TARIFFF 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.

Staff Report – Agenda Item 4
To: Board of Directors
From: Annie Mendoza, Deputy Clerk of the Board
Approved By: Ted Bardacke, Chief Executive Officer
Subject: 2025 Meeting Schedule
Date: December 5, 2024

RECOMMENDATION
Receive and file the Board of Directors and Standing Committee meeting schedule for 2025.

BACKGROUND/DISCUSSION
The 2025 Board of Directors and Standing Committees meeting schedule will follow CPA’s current monthly meeting cadence. In total, CPA is slated to hold 67 meetings in 2025 that are subject to the Brown Act:
• Board of Directors, 1st Thursday, 2:00 p.m.
• Executive Committee, 3rd Thursday, 1:30 p.m.
• Legislative & Regulatory Committee, 4th Wednesday, 10:00 a.m. • Finance Committee, 4th Wednesday, 11:00 a.m.
• Energy Planning & Resources Committee, 4th Wednesday, 12:15 p.m. • Community Advisory Committee, 3rd Thursday, 10:00 a.m.

ATTACHMENT

1. 2025 Meeting Schedule

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
2025 MEETING SCHEDULE
This schedule is updated regularly. Please check our website at www.cleanpoweralliance.org to view the most up-to-date version.

Red Strikeout indicates cancelled meeting, and Red Font indicates new meeting date. Agendas are available at www.cleanpoweralliance.org/agendas at least 72 hours prior to the meeting. For questions, contact the Clerk of the Board at [email protected] or 213-713-5995. Last updated: 11/12/2024

STANDING MEETINGS JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC Board of Directors
2:00 PM, 1st Thursday DARK 6 6 3 1 5 10 DARK 4 2 6 4
Board Meeting In-Person: Clean Power Alliance Office – Downtown LA Locations Remote: Ventura County Hall of Administration, City of Calabasas, City of Whittier, Torrance at South Bay Cities COG Executive Committee
1:30 PM, 3rd Thursday 16 20 20 17 15 19 17 21 18 16 20 18 In-Person: Clean Power Alliance Office – Downtown LA
Meeting Locations
Remote: May vary depending on the composition of the Committee.

Community Advisory
Committee
10:00 AM, 3rd Thursday
16 20 20 17 15 19 17 21 18 16 20 18
In-Person: Clean Power Alliance Office – Downtown LA Meeting Locations Remote: Ventura County Hall of Administration, City of Hawaiian Gardens Legislative & Regulatory
Committee
10:00 AM, 4th Wednesday
22 26 26 23 28 25 23 27 24 22 26 DARK
Finance Committee
11:00 AM, 4th Wednesday 22 26 26 23 28 25 23 27 24 22 26 DARK Energy Planning &
Resources Committee
12:15 PM, 4th Wednesday
22 26 26 23 28 25 23 27 24 22 26 DARK
In-Person: Clean Power Alliance Office – Downtown LA
Meeting Locations
Remote: Varies, please refer to posted Meeting Agendas for locations.

Staff Report – Agenda Item 5
To: Board of Directors
From: David McNeil, Chief Financial Officer
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Receive and File FY 2024/2025 Q1 Financial Report Date: December 5, 2024

RECOMMENDATION
Receive and file.

ATTACHMENT

1. FY 2024/2025 Q1 Financial Report

2024 2023
ASSETS
Current assets
Cash and cash equivalents $ 415,364,739 $ 214,637,920
Investments 50,001,000 -
Accounts receivable, net of allowance 194,134,580 178,053,347 Accrued revenue 95,689,500 95,598,809
Other receivables 25,755,326 6,018,812
Interest receivable 1,928,495 4,535,918
Prepaid expenses 7,336,589 2,438,081
Deposits 5,985,219 6,757,546
Restricted cash - 1,200,000
Total current assets 796,195,447 509,240,433
Noncurrent assets
Capital assets, net of depreciation and amortization 2,226,407 2,629,142 Deposits 88,875 88,875
Total noncurrent assets 2,315,282 2,718,017
Total assets $ 798,510,729 $ 511,958,450

LIABILITIES
Current liabilities
Accounts payable $ 2,949,549 $ 3,659,186
Accrued cost of electricity 349,762,082 252,430,863
Other accrued liabilities 4,764,203 3,040,288
User taxes and energy surcharges due to other governments 15,312,311 12,838,356 Security deposits from energy suppliers 964,500 374,700 Unearned program funds 3,974,242 4,592,822
Lease liability, current 433,075 409,017
Counterparty collateral deposit - 233,280.00
Total current liabilities 378,159,962 277,578,511
Noncurrent liabilities
Security deposits from energy suppliers 3,146,852 3,149,860 Lease liability, noncurrent 1,718,091 2,151,166
Other Accrued Liability-N/C 148,849 129,072
Total noncurrent liabilities 5,013,792 5,430,099
Total liabilities $ 383,173,754 $ 283,008,609

DEFERRED INFLOWS OF RESOURCES
Fiscal Stabilization Fund 135,000,000 -

NET POSITION
Investment in capital assets $ 75,241 $ 68,959
Restricted for collateral - 1,200,000
Unrestricted 280,261,734 227,680,881
Total net position $ 280,336,975 $ 228,949,840

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA

STATEMENT OF NET POSITION
AS OF SEPTEMBER 30, 2024 AND 2023

2024 2023

OPERATING REVENUES
Electricity sales, net $ 512,595,843 $ 483,041,606
Other revenue 492,741 408,245
Total operating revenues 513,088,585 483,449,851

OPERATING EXPENSES
Cost of electricity 553,270,787 466,950,144
Contract services 5,751,340 5,288,028
Staff compensation 5,127,402 4,069,451
General and administration 792,412 663,951
Total operating expenses 564,941,941 476,971,573
Operating income (loss) (51,853,357) 6,478,277

NONOPERATING REVENUES (EXPENSES)
Interest income 4,691,237 1,124,252
Interest and related expenses (141,812) (184,451)
Interest expense - lease (13,326) (15,758)
Total nonoperating revenues (expenses) 4,536,100 924,043 CHANGE IN NET POSITION (47,317,257) 7,402,320
Net position at beginning of period 327,654,232 221,547,520 Net position at end of period $ 280,336,975 $ 228,949,840

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
FOR THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

2024 2023

RECONCILIATION OF OPERATING INCOME TO NET

CASH PROVIDED (USED) BY OPERATING ACTIVITIES
Net operating income (loss) $ (51,853,357) $ 6,478,277
Adjustments to reconcile operating income to net
cash provided (used) by operating activities
Depreciation expense 43,774 50,390
Amortization expense 119,727 95,727
Revenue adjusted for allowance for uncollectible accounts 7,338,466 6,853,739 (Increase) decrease in:

Accounts receivable (58,305,340) (61,648,032)
Energy market settlements receivable - (6,018,812)
Other receivables (14,252,384) (3,707,502)
Accrued revenue (471,635) (8,369,145)
Prepaid expenses 83,956,329 43,714,769
Deposits (3,653,800) 9,193,760
Increase (decrease) in:

Accounts payable (96,352) (3,349,775)
Energy market settlements payable (6,604,014) (988,634) Accrued cost of electricity 109,496,145 93,433,613
Other accrued liabilities 740,557 320,072
User taxes due to other governments 4,561,438 4,267,499 Supplier security deposits (2,997,000.00) 180,000
Unearned program funds (80,431) 240,338
Counterparty collateral deposit - 233,280.00
Net cash provided (used) by operating activities 67,942,122 80,979,563

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Interest and related expense payments (134,579) (109,446) Net cash provided (used) by non-capital
financing activities (134,579) (109,446)

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments to acquire capital assets - (28,544)
Payments on lease (principal and interest) (118,227) (114,784) Net cash provided (used) by capital and related financing activities (118,227) (143,327)

CASH FLOWS FROM INVESTING ACTIVITIES
Investments purchased 9,999,000 -
Interest income received 4,167,002 1,124,252
Net cash provided (used) by investing activities 14,166,002 1,124,252 Net change in cash and cash equivalents 81,855,318 81,851,041 Cash and cash equivalents at beginning of period 333,509,421 133,986,879 Cash and cash equivalents at end of period $ 415,364,739 $ 215,837,920 Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted) $ 415,364,739 $ 214,637,920 Restricted cash - 1,200,000
Cash and cash equivalents $ 415,364,739 $ 215,837,920

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA

STATEMENT OF CASH FLOWS
FOR THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

2024/25 YTD
Budget
2024/25 YTD
Actual
Operating revenues
Revenue - electricity, net $ 505,294,300 $ 512,595,843
Other revenues 662,740 492,741
Total operating revenues 505,957,040 513,088,585
Energy costs
Energy procurement 583,627,835 553,270,787
Total energy costs 583,627,835 553,270,787
Operating revenues less energy costs (77,670,795) (40,182,202) Operating Expenditures
Staffing 5,687,800 5,127,402
Technical services 463,400 510,308
Legal services 280,235 221,292
Other professional services 580,339 259,307
Communications and outreach 995,490 543,877
Mailers 210,480 179,523
Billing data manager 3,011,000 2,774,306
SCE services 561,800 534,933
Customer programs 2,217,850 727,793
General and administrations 1,251,179 792,412
Total operating expenditures 15,259,573 11,671,155
Operating income (92,930,368) (51,853,357)
Non-operating revenues (expenditures)
Interest income 2,791,700 4,691,237
Finance and interest expense (163,490) (155,138)
Total non-operating revenues (expenditures) 2,628,210 4,536,100 Change in net position (90,302,158) (47,317,257)
Other uses
Capital outlay 81,120 -
Depreciation and Amortization (209,800) (163,501)
Total other uses (128,680) (163,501)
Change in fund balance $ (90,173,478) $ (47,153,756)

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA

BUDGETARY COMPARISON SCHEDULE
FOR THREE MONTHS ENDED SEPTEMBER 30, 2024

Select Financial Indicators
Note Sep-23 Dec-23 Mar-24 Jun-24 Sep-24
1 Working Capital 231,661,922 277,941,452 349,898,822 465,151,413 418,035,485 2 Current Ratio 1.8 2.4 2.4 2.7 2.1
3 Days Sales Outstanding 34 32 34 35 35
4 Equity 228,949,840 275,996,512 347,678,394 462,654,232 415,336,975 5 Equity to Assets % 45% 57% 58% 62% 52%
6 Adjusted Unrestricted Cash 210,880,080 235,264,684 362,023,214 386,401,069 419,476,092 7 Available Line of Credit 159,853,000 159,853,000 159,853,000 159,853,000 159,853,000 8 Total Liquidity 370,733,080 395,117,684 521,876,214 546,254,069 579,329,092 9 Days Liquidity on Hand (TTM) 114 118 155 158 157
10 Gross Margin 3% 9% 13% 10% -8%
11 Net Margin 2% 7% 10% 8% -9%
Percentage Change from Prior Quarter
Working Capital 3% 20% 26% 33% -10%
Current Ratio -17% 29% 3% 11% -22%
Days Sales Outstanding -13% -5% 4% 4% -1%
Equity 3% 21% 26% 33% -10%
Equity to Assets % -17% 28% 2% 7% -17%
Adjusted Unrestricted Cash 63% 12% 54% 7% 9%
Available Line of Credit 0% 0% 0% 0% 0%
Total Liquidity 28% 7% 32% 5% 6%
Days Liquidity on Hand (TTM) -23% 3% 32% 2% -1%
Note Description Note Description
1 Current Assets less Current Liabilities 7 Total Line of Credit less Borrowing and Letters of Credit 2 Current Assets divided by Current Liabilities 8 Sum of Available Cash and Line of Credit 3 Accounts receivable divided by Sales divided by 365 9 Total Liquidity divided by trailing 12 month expenses divided by 365 4 Net Position plus Fiscal Stabilization Fund 10 Operating revenue less energy cost divided by operating revenue 5 Equity (Net Position + FSF) divided by Total Assets 11 Change in net position divided by operating revenue 6 Unrestricted cash and cash equivalents less supplier deposits -
100
200
300
400
500
600
Sep-23 Dec-23 Mar-24 Jun-24 Sep-24 Millions ($)
Fiscal Quarter
Financial Indicators
Working Capital Equity Total Liquidity

Staff Report – Agenda Item 6
To: Board of Directors
From: Lyon Hardgrave, Director, Energy Risk Management
Approved by: Ted Bardacke, Chief Executive Officer
David McNeil, Chief Financial Officer
Subject: Quarterly Report of Risk Management Team
July 1, 2024, through September 30, 2024 (Q3 2024)
Date: December 5, 2024

RECOMMENDATION
Receive and file.

ATTACHMENT

1. RMT Quarterly Report

Quarterly Report of Risk Management Team
July 1, 2024 through September 30, 2024 (Q3 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 on an annual basis, 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 2024 ERMP Acknowledgement Form was completed by relevant CPA staff and consultants.

Board member Acknowledgment Form collection is in process.

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
1 The RMT is comprised of CPA’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and Vice President, Power Supply.

Board of Directors Item 6

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 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. Recurring Board of Directors Item 6

monthly risk analysis focuses on the prompt 12 months, while specific studies extend through calendar 2025 and 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:

Policy Deviation Required Action
In April 2024, the energy hedge position for
the third quarter of 2027 (July to September)
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 deviation is expected to be resolved by
Q3 2025 as the electricity production period
nears and the corresponding policy hedge
limit maximums increase 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.

Board of Directors Item 6

III. General Market Conditions
Southern California experienced warmer than normal temperatures in July, 2024 and seasonally normal weather in August and September 2024. Day ahead, and in particular, real time energy prices were lower than anticipated by forward prices resulting in lower costs to serve CPA’s customer load. Prices were also moderated by increased seasonal solar production, increased storage capacity, and continued favorable hydroelectric conditions in the southwest. Forward prices for energy declined slightly over the quarter. Forward prices for resource adequacy remain elevated, and forward prices for renewable energy for 2024 delivery declined.

Board of Directors Item 6

Staff Report – Agenda Item 7
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: December 5, 2024

RECOMMENDATION
Receive and file.

ATTACHMENT

1. Member Agency Programs Quarterly Report – Q4 2024

Member Agency Programs Quarterly Report – Q4 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
• The City of Agoura Hills and City of Sierra Madre have successfully executed their Site Lease Agreements with Coast Energy. Three additional member agencies anticipate bringing final Site Lease Agreements to their governing bodies for consideration in December.
• 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. Out of the eleven (11) submitted project applications, ten (10) projects received their “Conditional Reservation Letter” from the Program Administrator. An Board of Directors Item 7

estimated $2 million dollars of incentives are anticipated to be claimed upon project completion. If ultimately received, SGIP incentives reduce the overall project costs paid by CPA.

Challenges and Risks
• Negotiations of the Site Lease Agreement are continuing between member agency staff and Coast Energy, with CPA supporting these discussions as needed. All projects are delayed by at least six (6) months due to the ongoing negotiations; both Coast Energy and member agencies continue to submit comments and redlines to clarify items related to the agreement. The execution of the Site Lease Agreement 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.
• Projects that received SGIP incentive reservations will be required to demonstrate that project milestones have advanced, which include the signed Site Lease Agreements and the subsequent Notice to Proceed from Coast Energy to their Engineering, Procurement, and Construction (EPC) contractor. • One (1) project remains on the SGIP waitlist as funding for that specific category (Equity and Resiliency) is currently fully subscribed, though it has advanced upwards on the waitlist as other projects (separate from Power Ready) were removed.

Goals for the Next Quarter
• Finalize Site Lease Agreement negotiations and proceed to execution, including City Council or Board of Supervisor approval where required. • After the Site Lease Agreements are executed, Coast Energy will issue the Notice to Proceed to their EPC contractor and 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).

Board of Directors Item 7

Key: Black check marks = complete
Grey check marks = incomplete
*1 of 2 SGIP applications reserved
Power Ready Project Status Summary: (as of November 19, 2024) Member Agency Site
Assessments
Complete
SGIP Incentive
Conditionally
Reserved
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)
✓ ✓* ✓ ✓ ✓ ✓ ✓ ✓

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 funding cycles for the Innovation Fund.

Key Accomplishments
• Since the program launched in April, 2024 thirty (30) member agencies have engaged with CPA on the Energized Communities program through direct briefings on the Pathways to Electrification projects, or through participation in the Innovation Fund workshops.
• CPA launched the first round of the Innovation Fund on October 1st, 2024. Two workshops were held in October to review the application instructions and answer questions, and 20 member agencies participated in the sessions. The presentation materials and Innovation Fund application are posted on the Energized Communities webpage.
• Four (4) additional agencies have enrolled in the Pathways to Electrification projects this quarter, for a total of seven (7) agencies to date. Twelve (12) other agencies are currently reviewing the participation agreements.

Challenges and Risks
• The internal agency process for member agencies to select a Pathway and approve the Participation Agreement remains lengthy, leading to later than desired start dates for some projects.
• Some of the Electric Fleet and Community EV Charging projects will likely require energy infrastructure upgrades and coordination with Southern California Edison (SCE). SCE has a lengthy project implementation queue, which will add to the timeline of CPA funded projects.

Board of Directors Item 7

Goals for the Next Quarter
• CPA will follow up with member agencies who have not selected an Energized Communities program in Q1 2025 and continue working with agency staff to identify an eligible project.
• Innovation Fund applications are due on December 4th, and a Selection Committee comprised of two (2) Community Advisory Committee members and four (4) CPA staff has been formed to review the applications. The Selection Committee will provide recommendations to the Board for approval in early Q1 2025. Member agencies selected to receive funding can expect to start work on their projects in Q2 2025.
• The design for the Community EV Charging pathway began in Q4 of 2024 and will continue next year, with a target launch in 2025.

Board of Directors Item 7

Key: Black X = Selected
Black check marks = complete
Grey check marks = incomplete
CPA Energized Communities Project Status Summary (page 1): (as of November 25, 2024) Pathway Selection Milestones
Member Agency Fleet
Electrification
Building
Electrification
Public EV
Charging
Agency
Briefing
Project
Scope
Selected
Executed
Participation
Agreement
Project
Started
Project
Completed
Agoura Hills x ✓ ✓ ✓ ✓ ✓
Alhambra x ✓ ✓ ✓ ✓ ✓
Arcadia x ✓ ✓ ✓ ✓ ✓
Beverly Hills x ✓ ✓ ✓ ✓ ✓
Calabasas x ✓ ✓ ✓ ✓ ✓
Camarillo x x x ✓ ✓ ✓ ✓ ✓
Carson x ✓ ✓ ✓ ✓ ✓
Claremont x ✓ ✓ ✓ ✓ ✓
Culver City x ✓ ✓ ✓ ✓ ✓
Downey x x x ✓ ✓ ✓ ✓ ✓
Hawaiian Gardens x ✓ ✓ ✓ ✓ ✓
Hawthorne x ✓ ✓ ✓ ✓ ✓
Hermosa Beach x ✓ ✓ ✓ ✓ ✓
Los Angeles Co. x ✓ ✓ ✓ ✓ ✓
Malibu x x x ✓ ✓ ✓ ✓ ✓

Key: Black X = Selected
Black check marks = complete
Grey check marks = incomplete
CPA Energized Communities Project Status Summary (page 2): (as of November 25, 2024) Pathway Selection Milestones
Member Agency Fleet
Electrification
Building
Electrification
Public EV
Charging
Agency
Briefing
Project
Scope
Selected
Executed
Participation
Agreement
Project
Started
Project
Completed
Manhattan Beach x ✓ ✓ ✓ ✓ ✓
Monrovia x ✓ ✓ ✓ ✓ ✓
Moorpark x x x ✓ ✓ ✓ ✓ ✓
Ojai x ✓ ✓ ✓ ✓ ✓
Oxnard x ✓ ✓ ✓ ✓ ✓
Paramount x ✓ ✓ ✓ ✓ ✓
Redondo Beach x x x ✓ ✓ ✓ ✓ ✓
Rolling Hills Estates x x x ✓ ✓ ✓ ✓ ✓
Santa Monica x ✓ ✓ ✓ ✓ ✓
Santa Paula x x x ✓ ✓ ✓ ✓ ✓
Sierra Madre x ✓ ✓ ✓ ✓ ✓
Simi Valley x ✓ ✓ ✓ ✓ ✓
South Pasadena x x x ✓ ✓ ✓ ✓ ✓
Temple City x x x ✓ ✓ ✓ ✓ ✓
Thousand Oaks x ✓ ✓ ✓ ✓ ✓
Ventura x ✓ ✓ ✓ ✓ ✓

Key: Black X = Selected
Black check marks = complete
Grey check marks = incomplete
CPA Energized Communities Project Status Summary (page 3): (as of November 25, 2024) Pathway Selection Milestones
Member Agency 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 ✓ ✓ ✓ ✓ ✓

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 Communication Report Date: December 5, 2024

RECOMMENDATION
Receive and file.

ATTACHMENT

1. Quarterly Communication Report

Communications & Marketing
Community Engagement
December 5, 2024
Quarterly Update
August 2024 – October 2024

What we’re excited about
2 Elevated CPA’s visibility at the national level by participating in the first federal CCA conference with CPA’s federal trade association (LEAN). Also met with members of CPA’s congressional delegation and the U.S. Dept. of Energy.

Received a record 52 applications for the annual Community Benefits Grant. The grant will award $325,000 to local nonprofits in December.

Helped plan and participated in two regional events: National Drive Electric week in Ventura and Clean Air Day in Los Angeles.

Hosted the second city managers’ meeting for 2024 and received valuable feedback about CPA’s Innovation Grant.

Launched marketing for the Energy Team service, garnering positive interest and engagement from residential and small business customers.

Redesigned the Understanding Your Bill webpage to improve user experience and foster customer knowledge.

Grew monthly newsletter subscribers by nearly 8% and increased the open rate to 43%.

Expanded social media growth with CPA’s LinkedIn page surpassing 17k followers and Instagram growing to 1,500.

A successful streaming TV brand campaign, which delivered more than 1.9M total impressions and a 78% viewing completion rate, which is 13% above benchmark.

Elevating CPA’s federal profile
3 In October, CPA joined other CCAs in Washington D.C.
to share our work with the Department of Energy and
the Environmental Protection Agency. Our discussion
with DOE (above) included CPA’s Energy Team and
Energized Communities programs. CPA also met with
members of its congressional delegation.

CPA participated in the first national CCA conference,
hosted by our national trade association LEAN, and
presented on program opportunities for low-income
customers and disadvantaged communities.

4 Staying active in LA and Ventura Counties
Participated in events, presentations and business
meetings including activities in each of CPA’s three
new communities
28 presentations or conversations 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.
21 meetings or presentation with business
associations to share program participation and
relevant contracting opportunities.

Engagements included: .
- Participated on the Clean Air Day Regional Committee for LA County, as well as the LA County Extreme Heat workshop
- Spoke at the Los Angeles Business Council Sustainability Summit to discuss Southern California clean energy goals
- Tabled at the City of Santa Paula celebration event and the Paramount Senior Health and Resources Fair
Community engagement

Marketing update: Power Response
The Power Response recruitment campaign for both Smart Home and Home ran through early October. CPA targeted customers via social media and digital banners and ran ads on various streaming audio and podcasts. Additionally, we tested a new design for our emails as well as ads for the Nextdoor platform.

Total Enrollments:

Smart Home: 1,964
Home: 1,196
Commercial: 3

Marketing update: Sun Storage Rebate
CPA launched a targeted paid social media and email campaign for the Sun Storage program this quarter, targeting NEM and low-income customers. The program has garnered a total of 156 reservation applications which have been reviewed and approved; 40 of which are from low-income customers.

Marketing update: Energy Team
7 CPA launched the Energy Team service this quarter, inviting our residential and small business customers to engage with the Energy Team to receive personalized support with their electrification needs at no charge.

The first phase of marketing consisted of radio, streaming, and single engine marketing and emails.

Engagements in October 2024:

Website: 1,209
Call center: 21
Email: 49

Marketing update: Innovation Fund
CPA launched the Innovation Fund webpage and applications process this quarter. Nearly two dozen member agencies participated in online workshops to learn about the funding opportunity.

Building our brand: CPA awareness campaign
This quarter’s CPA awareness campaign wrapped up in mid-October.

For the final quarter we added billboards in Ventura County to our media mix and continued to see the Powered By You webpage in our top 10 most visited pages. We closed the campaign with a total of

14.7M impressions and 5.3M video views. A new brand campaign is being developed for spring 2025.
9 Streaming TV delivered over 1.9M total
impressions and a 78% viewing completion rate
which is 13% above benchmark.

CPA continued to alternate a two-week on, two-week
off radio strategy and introduced KEARTH and
Recuerdos to our mix. Radio was live through the end
of September.

This quarter the Meta click through rate grew from

0.93%,to 1.04%. Top placements were Facebook in-stream video, reaching a 45% click share and 25% impressions share, while the Facebook video feed saw
30% click and impression shares.

YouTube delivered 1M impressions and 531k
video views with an above average completion
rate of 59%. We wrapped up our YouTube
campaign in early September.

4 CPA website performance
Our website garnered over 58,000 views this quarter, a 32% decrease compared to last quarter. This decline is partially attributed to inaccurate tracking through the Google Analytics (GA) platform, which had functionality issues and provided imprecise page views. We have since implemented a new GA tool which better eliminates bad data such as bot activity and provides more accurate reporting. During this period. we also had fewer paid media campaigns, resulting in reduced traffic from paid ads. Seasonal trends typical for this period also contributed to lower engagement.

Top five webpages

1. Homepage

2. Residential Rates

3. About Us

4. Contact Us

5. Rate Options

Social media highlights
Instagram Facebook
Our Facebook page reached
705.7k accounts and had

6.1k page visits.

Added 25 new followers
Best performing post:

CPA newsletter promo post
on Oct. 29, which reached
59,023 accounts, had
88,302 impressions and
49,841 post engagements.

Our Instagram page reached
272.6k accounts and had 7k
visitors, a 5.8% increase over
the previous quarter.

Added 326 followers, a
222.8% increase
Best performing post:

Community Benefits Grant
post on Sept. 3, which had
35,604 impressions, reached
25,723 accounts and had
110 interactions.

Thank you for sharing CPA’s messages through your social media channels! LinkedIn
Our LinkedIn page had
3,904 individual page
views, and 1,552
individual page visitors.

Added 1,185 new
followers, a 11.2%
increase over the previous
quarter
Best performing post:

Community Benefits Grant
post on Sept. 9, which had
106,666 impressions and
621 link clicks.

X
Our X page averaged

10.4k impressions per
month, a 60% increase
over the previous
quarter.

Added 44 followers
Best performing post:

CPA newsletter promo
post on Sept. 16, which
had 10k views, and 173
post engagements.

Earned media highlights
12 During this quarter, CPA distributed four news releases garnering a total of $6.81M in earned media value. Web news aggregator AP News is a key driver of large-scale potential audience reach.

Media Potential
Reach
Earned
Value
Exposure
Mentions
Print/Online 735.96M $6.81M 1.59k
Broadcast 11.21k $104 5
High-performing media
outreach included:
• CPA Ranked the #1 Green Power
Provider in the U.S. by the NREL for
the 2nd Year in a Row; potential
audience reach of 53M, 98
mentions
• Clean Power Alliance Issues 3rd
Pre-Pay Green Bond Further
Lowering Renewable Energy Costs;
potential audience reach of 53M,
93 mentions
Potential Reach

A look ahead
Marketing and outreach for the Smart Light Switch energy and cost saving program Assessment of commercial customer survey results to inform marketing strategies.

Launching new Energy Team customer online tools to foster participation. Phase two of the paid media campaign will begin February 2025 and consist of digital out of home, Meta, YouTube, radio and streaming audio in addition to direct mail and email.

Launching new micro-grants for community-based organizations to promote the Energy Team service and drive engagements.

Participation in the fourth annual California Lobby Day in Sacramento on January 29.

Communications and outreach planning to engage the three new cities joining CPA in 2025.

Development of new brand campaign for spring 2025.
13

Staff Report – Agenda Item 9
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: December 5, 2024

RECOMMENDATION
Receive and file.

MEETING REPORT
Workforce Development Phase 3 Funding
In November, the Community Advisory Committee (CAC) received a presentation on CPA’s Workforce Development Phase 3 Funding.

In December 2020, the Board directed staff to explore Workforce Development program investments using Power Purchase Agreement (PPA) funds. In November 2021 and July 2023, the Board approved Phases 1 and 2 of the Workforce Development plan, which included funding partnerships with IBEW Electrical Training Institutes (ETIs) and the Los Angeles Clean Tech Incubator (LACI) for apprenticeship/training programs. Phase 3 will focus on identifying new partners to further invest in workforce development and skills training, with the goal of improving access to high-wage union jobs and preparing the next generation of renewable energy workers for the green economy. In addition, Phase 3 will also identify additional community colleges to expand CPA’s Voyager Scholarship Program for students in green pathway programs.

The CAC requested that staff provide updates to the committee as Phase 3 is implemented. Additionally, the CAC recommended that CPA enhance its marketing efforts to showcase Voyager Scholarship recipients and alumni. They also suggested collaborating with the CAC to distribute these highlights through newsletters, social media, and other marketing channels.

Board of Directors Item 9
New Communities Rate Setting Approach
The CAC also received a presentation on CPA’s proposed rate-setting approach for its three new member agencies—La Cañada Flintridge, Lynwood, and Port Hueneme— which CPA will begin serving in October 2025. At their June 2024 retreat, CPA Board members affirmed that customers in new communities should be provided with competitive rates that align with targets for existing communities.

Staff recommended that CPA adopt bill comparison targets for the three new communities that match the FY 2024/25 levels adopted by the Board in June 2024, including a 1% total bill discount compared to SCE for Lean Power, parity for Clean Power, and a 5% premium for 100% Green Power for residential and small/medium business customers.

The CAC agreed with staff’s recommended bill comparison targets for the three new member communities, as these targets ensure stable and competitive rates for the next fiscal year. The CAC requested that staff provide updates in 2025 as additional information becomes available from SCE regarding their rates and the impact their rates will have on CPA customers.

ATTACHMENT

1. CAC Meeting Attendance

Board of Directors Item 9
Community Advisory Committee Attendance
2024
Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov
East Ventura/West LA County
Angus Simmons ✓ ✓ A ✓ ✓ ✓ ✓ ✓ ✓
Kat Selm X ✓ ✓ ✓ ✓
Debbie West A ✓ A ✓ ✓ ✓ ✓ ✓ A
San Gabriel Valley
Richard Tom ✓ A A A A A A ✓ ✓
Vacant
West/Unincorporated Ventura County
Kent Bullard ✓ ✓ ✓ ✓ ✓ ✓
Daniel Mora ✓ ✓ ✓ A ✓ ✓ ✓ A
South Bay
Cort Casady ✓ ✓ ✓ ✓ A ✓ ✓ ✓ ✓
Diane Wallace ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Gateway Cities
Vacant A ✓ ✓
Genaro Bugarin ✓ A ✓ ✓ ✓ ✓ A ✓ ✓
Westside
Cris Gutierrez ✓ A ✓ ✓ ✓ ✓ A ✓ ✓
David Haake A ✓ ✓ ✓ ✓ ✓ ✓ 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
July
Programs Metrics
Energy Model
February
Renewable Energy (RE) Supply and CPA
Product Content
August
DARK
March
Sun Storage Rebate Program Rates
Outlook 2024/2025
September
Managed Charging/PRIME-SOP
Power Share Updated
April
Cancelled
October
Communications and Marketing Update
May
FY 2024/25 Budget FY 2024/25 Rates
November
Workforce Development Phase 3 Funding
FY 2025/26 New Communities Rate Setting
June
Energy Advisor Program
Managed Charging Program

Staff Report – Agenda Item 10
To: Board of Directors
From: Karen Schmidt, Senior Director, Rates & Strategy
Reviewed by: Matthew Langer, Chief Operating Officer
Nancy Whang, General Counsel
Approved By: Ted Bardacke, Chief Executive Officer
Subject: FY 2025/26 New Communities Rate Setting Approach Date: December 5, 2024

RECOMMENDATION
Adopt Resolution 24-12-078 approving the following the FY 25/26 rate approach for La Cañada Flintridge, Lynwood, and Port Hueneme (“New Communities”) when they join CPA in October 2025:

1. Set residential and small/medium business1 rates for the New Communities such that total bill comparisons are at a 1% discount to SCE for Lean Power, a 0% discount (parity) for Clean Power, and a 5% premium for 100% Green Power, which is designed to cover the customers’ cost of service and contribute to CPA’s financial goals

2. Set subset rates for the New Communities such that total bill comparisons for each subset rate schedule do not exceed the levels as of July 1, 2024, which is designed to cover the subset customers’ cost of service and contribute to CPA's financial goals.
1 Small/medium business rates include TOU-GS-1, TOU-GS-2, TOU-EV-7, TOU-EV-8, TOU-EV-9, and WTR rate schedules.

Board of Directors Item 10

3. Authorize staff to update rates for the New Communities periodically, as needed, when SCE and/or PCIA rates change, to maintain these total bill comparison levels throughout FY 2025/26.

BACKGROUND
Three new member agencies – La Cañada Flintridge, Lynwood, and Port Hueneme – will begin CPA service in October 2025, per the Implementation Plan Addendum approved by the CPA Board in December 2023 and certified by the California Public Utilities Commission (CPUC) in March 2024. Each agency’s city council will select its community’s preferred energy option (i.e., default rate) in Q1 2025, enabling CPA to begin work on energy procurement and community outreach. To select a preferred energy option, city councils need to be given bill comparisons.

In June 2023, in preparation for CPA’s first expansion since 2020 (“Phase 6”), the Board adopted a FY 2023/24 rate setting approach for Hermosa Beach, Monrovia, and Santa Paula to maintain total bill comparisons at levels consistent with the those for existing communities from launch of service in March 2024 through the end of the fiscal year in June 2024. Staff is proposing a similar approach for Phase 7 communities, providing them with nine months of stable bill comparisons (i.e. through the end of the 2025/26 fiscal year).

At its June 2024 retreat, CPA Board members affirmed that customers in new communities should be provided with competitive rates that align with targets for existing communities during their first year of CPA service. Adopting such rates allows for consistent messaging to new member communities during the onboarding process and provides predictable choices for new customers prior to and during the launch of CPA service. To implement this approach, staff is proposing to set the total bill comparison targets from now until the end of the next fiscal year and is seeking authorization to adjust rates throughout the year to maintain these comparisons.

Board of Directors Item 10

DISCUSSION
The communities beginning CPA service in 2025 will be placed on SCE’s 2025 vintage Power Charge Indifference Adjustment (PCIA) rate2. SCE’s October ERRA3 filings indicate that PCIA rates will continue to be negative in 2025 (i.e., a credit rather than a charge on customer bills) and that the 2025 vintage PCIA rates will be lower than the 2018 vintage PCIA rates paid by most CPA customers.

In October 2024, SCE implemented a one-time generation rate decrease to correct for a $742 million revenue overcollection the previous year. This decrease worsened CPA’s competitive position but will be reversed in October 2025, raising SCE bundled rates an average of 1.2 cents per kilowatt-hour.

The timing and magnitude of SCE’s 2025 generation and PCIA rate changes are uncertain and likely to remain so until mid to late December 2024, owing to an unusually complicated and protracted CPUC ERRA proceeding this fall. However, based on the range of 2025 vintage PCIA forecasts and the reversal of SCE’s one-time generation rate decrease in October 2025, staff expect customers in the new communities to cover their cost of service and contribute to CPA’s financial goals if their rates are set to match the FY 24/25 targets adopted by the Board in June 2024.

PROPOSED FY 2025/26 NEW COMMUNITIES RATE APPROACH
Staff proposes that the Board adopt bill comparison targets for the new communities that match the FY 2024/25 levels adopted by the Board in June 2024, an approach designed to cover the new customers’ cost of service and contribute to CPA’s financial goals while providing competitive and predictable rate comparisons during these communities’ launch of CPA service. This approach will also offer new residential and small/medium business 2 The PCIA is the charge collected by SCE from all Community Choice Aggregator (CCA) and Direct Access customers to cover the above-market cost of energy procured on behalf of those customers prior to their departure from SCE bundled service.
3 ERRA (Energy Resource Recovery Account) is the annual CPUC proceeding which establishes each investor-owned utility’s forecasted power costs and revenue requirements for the coming year and is the basis for the utility’s generation and PCIA rates for that year.

Board of Directors Item 10
customers with at least one rate option that is less expensive than SCE, which was another goal the Board expressed at the June 2024 retreat.

Recommended FY 25/26 Total Bill Comparison Targets for New Communities Comparison to SCE Projected Average Total Monthly Bill* Scenario
Lean Clean 100% Green SCE Base Lean Clean 100% Green
Residential -1.0% 0.0% +5.0% $193 $191 $193 $202
Residential
CARE
-1.0% 0.0% +5.0%** $130 $129 $130 $137**
Small/Medium
Business
-1.0% 0.0% +5.0% $275 $272 $275 $289
*Based on projected SCE and PCIA rates as of October 2025, assuming CPUC approval of SCE’s 10/23/24 Alternate October ERRA Update (“Scenario 2”). SCE and PCIA rates subject to change. Individual customer total bill comparisons vary by specific rate schedule, customer usage, and load profiles.
**CARE, FERA, and Medical Baseline customers in 100% Green Power default communities receive 100% Green Power at Clean Power rates.

For large commercial and industrial, pumping and agricultural, and streetlighting rates (referred to internally as “subset” rates4), staff recommends adopting a rate approach that does not exceed the bill comparison levels for each subset rate schedule as of July 1, 2024, which is designed to cover the subset customers’ cost of service and contribute to CPA's financial goals. The Board may consider lowering (improving) the new communities’ subset bill comparisons during the regular FY 2025/26 rate setting process in May 2025 based on updated cost of service and competitive analysis.

Recommended Maximum FY 25/26 Total Bill Comparisons for New Communities – Sample Subset Rates*
Rate Schedule Lean Clean 100% Green
TOU-GS-3-D 2.3% 3.4% 8.7%
TOU-8-D-SEC 2.3% 3.4% 8.8%
TOU-PA-2-D 0.3% 1.4% 6.9%
TOU-PA-3-D 1.1% 2.2% 7.9%
LS-1 19.2% 20.4% 26.7%
*Note: Individual customer comparisons will vary by specific rate schedule, customer usage, and load profiles. 4 Subset rates include all TOU-GS-3, TOU-8, TOU-PA-2, TOU-PA-3, LS-1 and LS-2 rate schedules.

Board of Directors Item 10
Under the proposed approach, the Board would authorize staff to set rates for the new communities prior to launch of service in October 2025 based on the recommended total bill comparison levels and the actual SCE and PCIA rates at that time, and to update these rates periodically as needed when SCE rates (and the PCIA if applicable) change to maintain these total bill comparison levels throughout FY 2025/26.

In summary, the recommended FY 2025/26 rate approach for new communities includes the following elements:

1. Set residential and small/medium business rates such that total bill comparisons are at a 1% discount to SCE for Lean Power, a 0% discount (parity) for Clean Power, and a 5% premium for 100% Green Power, which is designed to cover the customers’ cost of service and contribute to CPA’s financial goals

2. Set subset rates for the new communities such that total bill comparisons for each subset rate schedule do not exceed the levels as of July 1, 2024, which is designed to cover the subset customers’ cost of service and contribute to CPA's financial goals.

3. Authorize staff to update rates for the new communities periodically as needed when SCE and/or PCIA rates change, to maintain these total bill comparison levels throughout FY 2025/26.

The Executive Committee unanimously recommended that the Board adopt staff’s proposed approach at its November 21, 2024 meeting. Members of the Community Advisory Committee also supported this approach at their November 21, 2024 meeting.

ATTACHMENTS

1. Resolution 24-12-078 – Rates Phase 7

2. FY 2025-26 New Communities Rate Setting Approach Presentation

RESO NO. 24-12-078
RESOLUTION NO. 24-12-078

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
TO APPROVE FISCAL YEAR 2025-2026 RATE SETTING
APPROACH FOR PHASE 7 CUSTOMERS RESIDING IN

THE CITIES OF LA CANADA FLINTRIDGE, LYNWOOD,
AND PORT HUENEME (“PHASE 7 CUSTOMERS”) AND

AUTHORIZING CHIEF EXECUTIVE OFFICER TO UPDATE
PHASE 7 CUSTOMERS RATES CONSISTENT WITH THE
RATE SETTING APPROACH THROUGHOUT FY 2025/26

THE BOARD OF DIRECTORS OF THE 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 October 1, 2025, Phase 7 will commence with the enrollment of all eligible customers in the cities of La Cañada Flintridge, Lynwood, and Port Hueneme (“New Communities” or “Phase 7”), necessitating the setting of a ratemaking approach for Phase 7 customers so that these communities may have a preview of the impact of CPA rates on electricity bills prior to selection of their communities’ preferred CPA energy option, consistent messaging to New Communities during the onboarding process, and predictable choices for new customers prior to and during the launch of CPA service;
WHEREAS, the Board finds that the following Fiscal Year 2025-2026 Phase 7 rate setting approach (“Rate Setting Approach”) will provide customers in the New Communities with predictable and competitive rates prior to and during launch of service in October 2025:
(a) Set residential and small/medium business1 rates such that total bill comparisons are at a 1% discount to SCE for Lean Power, a 0% discount (parity) for Clean Power, and a 5% premium for 100% Green Power, which is designed to cover the customers’ cost of service and contribute to CPA’s financial goals.
(b) Set subset rates2 for the new communities such that total bill comparisons for each subset rate schedule do not exceed the levels as of July 1, 2024, which is designed to cover the subset customers’ cost of service and contribute to CPA's financial goals.
1 Small/medium business rates include TOU-GS-1, TOU-GS-2, TOU-EV-7, TOU-EV-8, TOU-EV-9, and WTR rate schedules.
2 Subset rates include all TOU-GS-3, TOU-8, TOU-PA-2, TOU-PA-3, LS-1 and LS-2 rate schedules.

Board of Directors Item 10

RESO NO. 24-12-078
WHEREAS, the Board recognizes it is anticipated that SCE and PCIA rates will change effective January 1, 2025, and a few times thereafter, which can impact Phase 7 customer total bill comparisons and CPA’s competitiveness with SCE, requiring CPA to make corresponding rate changes to maintain the Rate Setting Approach for these customers.

NOW THEREFORE, BE IT DETERMINED, ORDERED, AND RESOLVED,

BY THE BOARD OF DIRECTORS OF THE CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA THAT:

1. The Rate Setting Approach for FY 2025-2026 will apply to all Phase 7 customers based on their applicable rate.

2. The Chief Executive Officer is authorized to update Phase 7 rates, as needed whenever SCE and/or PCIA rates change, to maintain the Rate Setting Approach throughout FY 2025-2026.

APPROVED AND ADOPTED this 5th day of December 2024.

Deborah Klein Lopez, Chair
ATTEST:

Gabriela Monzon, Secretary
Board of Directors Item 10

FY 2025/26 New Communities Rate
Setting Approach
December 5, 2024

Summary
Three new member agencies – La Cañada Flintridge, Lynwood, and Port Hueneme – will begin CPA service in October 2025, per the Implementation Plan Addendum approved by the CPA Board in December 2023 and certified by the CPUC in March 2024 Each agency’s city council will select its community’s preferred energy option (i.e., default rate) in Q1 2025, enabling CPA to begin work on energy procurement and community outreach. To select a preferred energy option, city councils need to be given bill comparisons.

At its June 2024 retreat, CPA Board members affirmed that customers in new communities should be provided with competitive rates that align with targets for existing communities Staff proposes that the Board adopt bill comparison targets for the new communities that match the FY 2024/25 levels adopted by the Board in June 2024 The Executive Committee recommended adopting the proposed FY 25/26 rate approach for the new communities and delegating authority to staff to adjust rates for the new communities as needed to maintain this approach throughout FY 25/26

In preparation for CPA’s first expansion since 2020, the Board in June 2023 adopted a FY 2023/24 rate setting approach for Hermosa Beach, Monrovia, and Santa Paula to maintain total bill comparisons at levels consistent with the those for existing communities from launch of service in March 2024 through the end of the fiscal year in June 2024
Staff is proposing a similar approach for the communities launching service in October 2025, providing them with nine months of stable bill comparisons (i.e., through the end of the 2025/26 fiscal year)
3 Background

 November 7, 2024 (Board) – First Look at 2025 PCIA and SCE Rates  November 21, 2024 (Community Advisory Committee) – FY 2025/26 New Communities Rate Setting Approach
 November 21, 2024 (Executive Committee) – Recommend FY 2025/26 New Communities Rate Setting Approach to Board
December 5, 2024 (Board) – Request approval of FY 2025/26 New Communities Rate Setting Approach
December 2024 – May 2025 (Staff) – FY 2025/26 rate planning; cost of service study, energy cost projections, load forecasting, and budgeting (ongoing)
April 2025 (Board) – FY 2025/26 Rates Outlook
May 2025 (Board) – Request approval of FY 2025/26 Rate Setting Approach June 2025 (Board) – Request approval of Proposed FY 2025/26 Rates 4 FY 2025/26 Rates Process

Considerations for FY 25/26 Rates for New
Communities
The communities beginning CPA service in October 2025 will be placed on SCE’s 2025 vintage PCIA rate, which is projected to be lower than the 2018 vintage PCIA rate paid by most CPA customers under either SCE ERRA scenario
SCE’s one-time generation rate decrease in October 2024, to correct for revenue overcollection the previous year, will be reversed in October 2025, raising SCE bundled rates 1.2 cents/kWh on average
($0.06)
($0.05)
($0.04)
($0.03)
($0.02)
($0.01)
$0.00
PCIA 2017 Vintage PCIA 2018 Vintage PCIA 2019 Vintage PCIA 2023 Vintage PCIA 2025 Vintage $/kWh
Projected SCE 2025 PCIA Rates
SCE ERRA Scenario 1 SCE ERRA Scenario 2

Based on the projected SCE generation and 2025 vintage PCIA rates, staff expects customers in the new communities to cover their cost of service and contribute to CPA’s financial goals if their rates are set to match the FY 24/25 targets adopted by the Board in June 2024 Adopting these targets will allow for consistent messaging and predictable choices for new customers prior to and during their first year of CPA service These targets will offer new residential and small/medium business customers with at least one CPA rate option that is less expensive than SCE
Recommended New Community Rate Approach
Recommended FY 25/26 Total Bill Comparisons Targets for New Communities Rate Schedules
Comparison to SCE Projected Average Monthly Bill*
Lean Clean 100% Green SCE Base Lean Clean 100% Green
Residential -1.0% 0.0% +5.0% $193 $191 $193 $202
Residential CARE -1.0% 0.0% +5.0%** $130 $129 $130 $137** Small/Medium Business*** -1.0% 0.0% +5.0% $275 $272 $275 $289 *Based on projected SCE and PCIA rates as of October 2025, assuming CPUC approval of SCE’s 10/23/24 Alternate October ERRA Update (“Scenario 2”). SCE and PCIA rates subject to change. Individual customer bills and total bill comparisons vary by specific rate schedule and customer usage. **CARE, FERA, and Medical Baseline customers in 100% Green Power default communities receive 100% Green Power at Clean Power rates. ***Small/medium business rates include TOU-GS-1, TOU-GS-2, TOU-EV-7, TOU-EV-8, TOU-EV-9, and WTR rate schedules.

Subset Rates
Recommended Maximum FY 25/26 Total Bill Comparisons for New Communities – Sample Subset Rates*
Rate Schedule Lean Clean 100% Green
TOU-GS-3-D 2.3% 3.4% 8.7%
TOU-8-D-SEC 2.3% 3.4% 8.8%
TOU-PA-2-D 0.3% 1.4% 6.9%
TOU-PA-3-D 1.1% 2.2% 7.9%
LS-1 19.2% 20.4% 26.7%
Large commercial and industrial, pumping and agricultural, and streetlighting rates are referred to internally as “subset” rates
Staff recommends adopting a subset rate approach for the new communities that does not exceed the bill comparison levels for each subset rate schedule as of July 1, 2024, which is designed to cover the subset customers’ cost of service and contribute to CPA's financial goals The Board may consider lowering (improving) the new communities’ subset bill comparisons during the regular FY 25/26 rate setting cycle based on updated cost of service and competitiveness analysis
*Subset rates include all TOU-GS-3, TOU-8, TOU-PA-2, TOU-PA-3, LS-1 and LS-2 rate schedules. Individual customer comparisons will vary by specific rate schedule and customer usage.

Adopt the following the FY 25/26 Rate Approach for New Communities joining CPA in October 2025:

1. Set residential and small/medium business rates such that total bill comparisons are at a 1% discount to SCE for Lean Power, a 0% discount (parity) for Clean Power, and a 5% premium for 100% Green Power, which is designed to cover the customers’ cost of service and contribute to CPA’s financial goals

2. Set subset rates for the new communities such that total bill comparisons for each subset rate schedule do not exceed the levels as of July 1, 2024, which is designed to cover the subset customers’ cost of service and contribute to CPA's financial goals.

3. Authorize staff to update rates for the new communities periodically as needed when SCE and/or PCIA rates change, to maintain these total bill comparison levels throughout FY 2025/26.

The Executive Committee recommended adopting the proposed FY 25/26 rate approach at its November 21, 2024 meeting
8 Summary: Recommendation to the Board of Directors

Next Steps
The Board-approved rate setting approach will be communicated to the new member agencies to help inform selection of their community’s preferred energy option in Q1 2025
Staff will begin developing scenarios for the FY 25/26 rate setting approach for existing communities after SCE has finalized its Q1 2025 generation, delivery, and PCIA rate changes
Final rate setting and rate schedule approvals for existing communities will take place at the June 2025 Board meeting along with adoption of the FY 25/26 budget o The Board may consider lowering (improving) the new communities’ subset bill comparisons at that time based on updated cost of service and competitiveness analysis

Questions

To: Board of Directors
From: Alex Ricklefs, Program Manager, Community Solar
Reviewed By: Joanne O’Neill, Director, Customer Programs Matthew Langer, Chief Operating Officer
Nancy Whang, General Counsel
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Low Income Solar and Storage Program and Professional Services Agreement
Date: December 5, 2024

RECOMMENDATION
Approve and Authorize the Chief Executive Officer to execute the Professional Services Agreement with Haven Energy Inc. (Haven Energy) to design, install, operate, and maintain photovoltaic solar and battery storage systems for single family homes owned by low-income customers in a three (3) year initial term with two optional successive one (1) year terms, with a total not-to-exceed amount of $322,500.

BACKGROUND
Low-income residential customers have a low adoption rate of solar photovoltaic (PV) and battery energy storage systems (solar and storage systems). This is due to several factors, such as limited funding for upfront costs, credit check requirements, and distrust of solar salespeople. Increasing access to solar and storage systems is a programmatic priority for CPA as defined by the Board approved 2020 Local Programs for a Clean Energy Future strategic plan.1 In addition, during the discussion about changes to CPA’s net metering/solar billing tariff and establishment of the Sun Storage battery rebate 1 https://files.cleanpoweralliance.org/uploads/2020/06/Local-Programs-for-a-Cleaner-Future-Report.pdf Staff Report – Agenda Item 11

program, the Board directed staff to develop additional program offerings that would assist low-income customers gain greater access to solar energy resources beyond the Power Share program.

Following that direction, CPA developed a low income solar and storage program (Program) that offers single family residential CPA customers on qualifying assistance rates (California Alternative Rates for Energy (CARE), or Family Electric Rate Assistance (FERA)) access to solar and storage systems at no up-front cost and with no credit check.

Under this yet-to-be named program, customers will receive bill savings while CPA will operate the installed battery storage systems as a Virtual Power Plant to reduce peak demand and therefore Resouce Adequacy (RA) compliance costs by an estimated $387,360 over three years.

DISCUSSION
The proposed Program aims to leverage innovative strategies to overcome the barriers that low-income single-family customers face when trying to adopt solar and storage systems. This Program will connect eligible customers to CPA’s selected vendor, Haven Energy, to install solar and storage systems at no up-front cost. In addition, the battery storage systems will be controlled by a distributed energy resource management system (DERMS) platform to allow CPA to utilize the batteries to reduce Resource Adequacy (RA) obligations and support grid reliability. The implementation of the Program will help promote local energy generation for a traditionally underserved sector.

On June 27, 2024, CPA launched a Request for Proposals (RFP) for Residential and Multifamily Solar and Battery Storage Services seeking qualified and experienced contractors to design, install, operate, and maintain photovoltaic solar and battery storage systems for low-income single-family homes and multifamily buildings. One proposal was received for single family customers and no bids were received for multifamily buildings.

This vendor, Haven Energy, was interviewed and subsequently selected to enter contract negotiations based on their proposal offering, experience, and value. Haven Energy offers turn-key solar and storage system installation in California and specializes in designing Board of Directors Item 11

and installing systems. Haven Energy is currently working on a similar program with solar and storage installations for Peninsula Clean Energy (PCE), is a certified California Self Generation Incentive Program (SGIP) developer, and holds California B General Building and C-10 Electrical contractor licenses.

Under this Program, participating CPA customers will receive solar and storage systems at no up-front cost. Participating customers will be asked to enter into a 5-year energy services agreement with Haven (ESA). Under the ESA, operation and maintenance of the systems will be covered by Haven Energy for the term. After the end of the 5-year term, ownership of the system will be transferred to the homeowner for no additional cost. Any subsequent operation and maintenance costs would be the customer’s responsibility after the transfer of ownership. The customer will also receive a 20-year warranty on the solar and 10-year warranty on the battery system. The warranties will be serviced by the equipment manufacturer.

Haven Energy will leverage a combination of Federal tax credits and SGIP incentives to buy down the initial cost of the system. Haven will utilize their private debt fund to pay for upfront system costs and, as owners of the system, will claim Federal tax credits and SGIP incentives to repay system costs. Haven Energy will be responsible for all paperwork, applications, and compliance with those funding sources. Systems will not require a property lien and will include other customer protections, including the installation warranty. However, participating customers will not have a right to terminate within the 5-year term except in the case of casualty, condemnation of the premises; or other similar situations that prevent the customer from continuing to host the System or accept energy. Haven Energy will manage customer enrollment, contracting, and on-going service with CPA oversight of Haven’s work.

Haven Energy will install solar and storage systems on 300 eligible single-family homes within CPA’s service territory. The average system will be 5 kW of solar PV and 20 kWh of battery storage. Participants will benefit from a reduction in their electricity bill and a dedicated 20% of battery storage capacity reserved for power back-up in case of an outage. To be eligible, participants must be CPA residential customers, the owner of a Board of Directors Item 11

single-family dwelling, and on a California Alternative Rates for Energy (CARE) or Family Electric Rate Assistance (FERA) rates. Eligible customers may be located anywhere in CPA’s service territory as long as they meet the CARE/FERA rate and home ownership requirements.

Program marketing and outreach will be led by CPA with support from Haven Energy.

CPA will utilize its expertise to directly target eligible customers, generating leads for Haven Energy. Marketing and outreach materials will be available in English, Spanish, and simplified Chinese. Haven Energy will provide customer support and interact with interested residents once they respond to initial CPA marketing. Haven Energy will lead the customer through enrollment to system operation and maintenance. In the case where CPA is unable to recruit 300 participants, Haven Energy can perform supplemental outreach at a cost. These costs are included in the contract NTE.

The Program will be operated as a Virtual Power Plant (a network of energy devices that are used to balance energy supply and demand in real time) that will control battery storage systems for peak demand reduction. In total, the Program will provide 4.8 MWh of dispatchable battery storage to reduce peak demand and CPA’s RA costs. CPA estimates $387,360 in RA savings over three years.

Moving forward, CPA will continue to research similar programmatic solar and storage approaches for the multifamily sector. CPA plans to release a more targeted RFP in the future to develop and launch a program that installs solar and storage systems for low-income multifamily buildings.

The Haven PSA was negotiated by Sven Kaludzinski, an attorney with Clean Energy Counsel. Mr. Kaludzinski’s work was overseen by Francis Choi, CPA’s Assistant General Counsel.

ENVIRONMENTAL REVIEW AND PERMITTING
Haven will be responsible for compliance with the California Environmental Quality Act, including any determination of exemptions or a mitigated negative declaration. Haven is also responsible for securing any permits that may be required by the applicable agency.

Board of Directors Item 11

During Haven’s operations and management of the systems, Haven will be responsible for compliance with all Applicable Laws, including environmental laws.

FISCAL IMPACT
The Board approved FY 2024/25 budget includes sufficient funding for the Low-Income Solar and Storage Program. Costs for future years will be included in future budget proposals.

ATTACHMENTS

1. Professional Services Agreement with Haven Energy, Inc.

2. Low Income Solar and Storage Program Presentation
Board of Directors Item 11

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

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA (“CPA”), and HAVEN ENERGY, 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 to design, install, operate, and maintain photovoltaic solar and battery storage systems for single family homes owned by low income customers (each a “System” and each such customer a “Customer”); WHEREAS, CPA conducted a Request for Proposals and CPA selected Contractor because Contractor’s proposal reflected 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

1.1. “Applicable Law” means any applicable treaty, constitutional provision, statute, act, code, law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a Governmental Authority having valid jurisdiction, including, without limitation, Consumer Law and Environmental Law.

1.2. A “Best Value” award is based on factors in addition to price that provide the best overall value to CPA, except as applied to Public Works Contracts over $1,000,000, which are subject to the “best value” definition set forth in Public Contract Code Section 20155.1(a).

1.3. The definition of “Confidential Information” is set forth in paragraph 10.b. of this Agreement.

2 1.4. “Consumer Law” shall mean any and all applicable federal, state, and local laws (including the Lanham Act (15 U.S.C. § 1051), the FTC Act (Federal Trade Commission Act of 1914), the GLBA (15 U.S.C. Sec. 6801-6809 and 16 C.F.R. Parts 313-314), the TCPA (47 U.S.C. § 227)), any regulations or rulings promulgated thereunder, any successor statutes, laws and regulations, as, in each case, may be amended or modified from time to time, ordinances, judgments, registration, certification, and licensing requirements, decrees, injunctions, writs, orders and like actions that apply to any Customer or potential Customer rights or protections related to (a) marketing or originating of any agreements with such Customers, services, products, extension of credit or financial accommodations, including, without limitation, provision of any System or Customer agreement proposals; (b) any representations or disclosures (whether verbal, written, or otherwise) in any way related to such Customer agreement or System, including any energy or financial savings claims or estimates; (c) deceptive, unfair or abusive business practices with respect to such Customers or potential Customers; (d) licensing, registration and related requirements (including any permits) necessary to construct such Systems, conduct business, market or originate and execute such Customer agreements; (e) regulating the use, sharing, or protection of any information, including personally identifiable information of any Customer or potential Customer; (f) warranties provided to any Customer; and (g) any charges, fees, interest or costs charged to any customer in connection with any Customer agreements.

1.5. “CPA Data” shall mean all data gathered or created by Contractor in accordance with Applicable Laws in the performance of the Services pursuant to this Agreement, including any Customer or Customer-related data.

1.6. The definition of “CPA Indemnified Parties” is set forth in paragraph 10.d. of this Agreement.

1.7. “CPA Information” shall mean all confidential, proprietary, or sensitive information provided by CPA to Contractor in connection with this Agreement.

1.8. “CPA Materials” shall mean all finished or unfinished content, writing and design of materials, including, but not limited to messaging, design, personalization, or other materials, reports, plans, studies, documents and other writings or images (physical or electronic) prepared by Contractor, its officers, employees, subcontractors or agents for CPA for the performance of, the purpose of, or in the course of implementing this Agreement.

1.9. “CPA Product” shall mean, collectively, CPA Data, CPA Information, and CPA Materials.

1.10. The definition of “Customer” is set forth in the Recitals of this Agreement.

1.11. The definition of “Customer Materials” is set forth in paragraph 13.d. of this Agreement.

1.12. “Environmental Law” shall mean all applicable laws pertaining to (i) the environment (including air, water and soil, flora and fauna, and natural resources,), (ii) cultural resources, (iii) navigable airspace, (iv) human health or safety relating to

3 the handling of and exposure to hazardous or toxic materials, substances or wastes, and (v) any actual or threatened spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment (including the abandonment or discarding of barrels, containers, and other closed receptacles containing any hazardous substance or pollutant or contaminant), generation, manufacture, migration, processing, distribution, use, treatment, storage, disposal, transport, or handling of any hazardous or toxic materials, substances or wastes, including, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.), the Emergency Planning and Community Right to Know Act (42 U.S.C. §§ 11001 et seq.), the Hazardous and Solid Waste Amendments Act of 1984 (also known as the Resource Conservation and Recovery Act), (42 U.S.C. §§ 6901 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Federal Water Pollution Control Act (also known as the Clean Water Act) (33 U.S.C. §§ 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), the Oil Pollution Act of 1990 (33 U.S.C. §§ 2701 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.), the Occupational Safety and Health Act of 1970, the National Environmental Policy Act (42 U.S.C. §§ 4321 et seq.), the National Historic Preservation Act (16 U.S.C. §§ 470 et seq,) the Endangered Species Act (16 U.S.C. § 1531 et seq,] the Bald and Golden Eagle Protection Act (16 U.S.C. §§668 et seq), the Migratory Bird Treaty Act, 16 U.S.C. §§703 et seq). Title 14 CFR Part 77 and any similar or analogous state and local statutes or regulations promulgated thereunder, as each of the foregoing has been and may be amended or supplemented from time to time in the future.

1.13. “Governmental Authority” shall mean any federal, national, regional, state, municipal or local government authority, tribunal, court, agency, authority, body, board or instrumentality, or any regulatory, administrative or other department, bureau or agency, or any political or other subdivision, department or branch of the foregoing, including any independent system operator or electric reliability organization.

1.14. The definition of “Initial Term” is set forth in paragraph 5 (Term) of this Agreement.

1.15. “Prudent Practices” shall mean, with respect to each Task and other Services described in Exhibit A, those practices, methods, specifications and standards of safety, and performance, which are commonly used by professionals and entities that are in the same or similar trade or business as Contractor with respect to such Task and Services, which in the exercise of reasonable judgment and in the light of the facts known at the time the decision was made are considered good, safe and prudent practice in connection with the performance of services and tasks similar to the applicable Task or Services, as applicable. Prudent Practices are not intended to be limited to the optimum practice or method to the exclusion of all others, but rather to be a spectrum of reasonable and prudent practices and methods.

1.16. The definition of “Renewal Notice” is set forth in paragraph 5 (Term) of this Agreement.

1.17. The definition of “Renewal Term” is set forth in paragraph 5 (Term) of this Agreement.

4 1.18. The definition of “Representatives” is set forth in paragraph 10.b. of this Agreement.

1.19. The definition of “Requested Confidential Information” is set forth in paragraph 10.d. of this Agreement.

1.20. The definition of “Services” is set forth in paragraph 3 (Services to be Performed by Contractor) of this Agreement.

1.21. The definition of “System” is set forth in the Recitals of this Agreement.

1.22. The definition of “Task” is set forth in Exhibit A.

1.23. The definition of “Term” is set forth in paragraph 5 (Term) of this Agreement.

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 – Data Protection Requirements
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 paragraph 4 (Compensation) and in Exhibit C, Contractor shall perform services for CPA in accordance with the terms, conditions, and specifications set forth in this Agreement (including, for the avoidance of doubt, Exhibit A) (“Services”). Contractor shall perform the Services in accordance with Prudent Practices and in compliance with all Applicable Law.

4. Compensation
CPA agrees to compensate Contractor as specified in Exhibit C:

4.1. 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.

4.2. 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 with respect to Services performed in accordance with this Agreement within fifteen (15) calendar days after

5 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 begin on the Effective Date and continue through September 30, 2027 (“Initial Term”). At the end of the Initial Term, the Parties may (by mutual written agreement) renew this Agreement for two successive one (1) year terms for a maximum of two additional years (each, a “Renewal Term” and each Renewal Term, if any, collectively with the Initial Term, the “Term”), unless either Party provides ninety (90) days prior written notice of its intent not to renew the then current term of the Agreement (“Renewal Notice”).

6. Termination

6.1. 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 such termination is in CPA’s best interests. Such termination shall take effect by no less than thirty (30) calendar days’ prior written notice by CPA which notice shall also specify the extent to which the Agreement is terminated.

If such 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 surviving portion of the Agreement when the Agreement does not contain an established price for such surviving portion. Nothing contained herein shall limit CPA’s rights and remedies at law.

6.2. 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 Applicable Laws in its performance hereunder and such breach continues uncured for thirty (30) calendar days or more 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.

6.3. 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.

6.4. Effect of Termination. Upon the effective date of expiration or termination of this Agreement: (i) Contractor may immediately cease providing (A) all Services in case of a full termination or (B) if a partial termination, only the Services that have been terminated ; (ii) any and all payment obligations of CPA under this Agreement with respect to Services that have been performed in compliance with this Agreement will become due immediately except any equitable adjustment pursuant to paragraph

6 6(a); (iii) promptly transfer title and deliver to CPA all CPA Product and 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 other 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, which shall be completed no more than 45 days after request from CPA.

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 to the extent required by Applicable Laws or pursuant to the Contractor’s reasonable document retention or destruction policies.

8. Payments of Permits/Licenses
Contractor bears responsibility to obtain and cause all of its subcontractors to obtain any license, registration, permit, or approval required for the provision of 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 of its 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

10.1. 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 Laws, regulation, or in connection with any court or regulatory proceeding applicable in which case, any disclosure shall be subject to this paragraph and paragraphs10.c. and 10.d., below).

10.2. 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

7 CPA shares with Contractor in the course and scope of this Agreement, and (c) information that CPA stamps or otherwise identifies as “confidential” or “proprietary” before disclosing it to Contractor.

Confidential Information shall not include: (1) 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 what would be a breach hereunder by any of its employees, directors, members, officers, agents or attorneys (its “Representatives”) if such Representatives were a party to this Agreement; (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 develops independently without use of or reference to Confidential Information provided by Contractor; or (5) information that is approved for release in writing by Contractor.

10.3. 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 applicable 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.

10.4. 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. Contractor 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, costs, penalties 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
Until the end of the Term, Contractor shall, without cost to CPA, procure and maintain, at all times, insurance in accordance with Prudent Practices but in any event, at a minimum,

8 in the amounts and on the terms and conditions specified in this paragraph 11. All required insurance coverages shall be (i) with insurance companies having “Financial Strength” ratings of “A-” or better, with a minimum “Financial Size Rating” of “X” as reflected in “Best’s Insurance Guide and Key Ratings” (or an equivalent rating by another nationally recognized insurance rating agency of similar standing if Best’s Insurance Guide and Key Ratings or S&P Global Rating (as applicable) shall no longer be published) or other companies reasonably satisfactory to CPA and (ii) substantiated with a certificate of insurance and must be signed by the insurer or its representative evidencing such insurance to CPA no later than the Effective Date and thereafter provided to CPA on each anniversary of the Effective Date. The certificate(s) of insurance and required endorsement shall be furnished to CPA prior to commencement of the Services and maintained throughout the 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 harmless CPA. CPA agrees to timely notify the Contractor of any 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
General liability insurance covering the Contractor and its operations, written on an “occurrence” policy form, including coverage for premises/operations, products/completed operations, broad form property damage, blanket contractual liability, and personal injury, with no exclusions for explosion, collapse and underground perils, with primary coverage limits of not less than two million dollars ($2,000,000) per occurrence for injuries or death to one or more persons or damage to property resulting from any one occurrence, with a general aggregate and a products and completed operations liability aggregate limit of not less than five million dollars ($5,000,000). The general liability policy shall also include a severability of interest clause with no exclusions or limitations on cross liability and punitive damages to the extent commercially available and insurable under applicable law.

Deductibles and/or self-insured retentions in excess of fifty thousand dollars ($50,000) shall be subject to review and approval by CPA which approval may be contingent upon Contractor segregating amounts in a special insurance reserve fund or Contractor’s general insurance reserves which shall be adequate to provide the necessary coverage and on which CPA shall be able to conclusively rely upon. 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

9 type of vehicle by Contractor in order to perform said Services, Contractor shall provide comprehensive business or commercial automobile liability coverage including non-owned and hired automobile liability in an amount of not less than one million dollars combined single limit ($1,000,000.00) per accident with respect to bodily injury, property damage or death. Deductibles and/or self-insured retentions in excess of fifty thousand dollars ($50,000) shall be subject to review and approval by CPA which approval may be contingent upon Contractor segregating amounts in a special insurance reserve fund or Contractor’s general insurance reserves which shall be adequate to provide the necessary coverage and on which CPA shall be able to conclusively rely upon 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 California 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 $2,000,000.00 per incident.

Deductibles and/or self-insured retentions in excess of fifty thousand dollars ($50,000) shall be subject to review and approval by CPA which approval may be contingent upon Contractor segregating amounts in a special insurance reserve fund or Contractor’s general insurance reserves which shall be adequate to provide the necessary coverage and on which CPA shall be able to conclusively rely upon. e. Cyber Liability insurance
Contractor shall obtain cyber liability insurance covering data breaches, denial of service attacks, failure of security, breach of privacy perils, and cyber business interruptions, as well as notification costs and regulatory defense, in an amount not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate. f. Contractors and Subcontractors.

Contractor shall use commercially reasonable efforts to require its contractors and subcontractors, if any, that will be performing any Services on its behalf, to obtain and maintain the basic "types" of insurance required in paragraphs 11.a., 11.b., and 11.c. above, with limits and deductible amounts that are customary for contractors and subcontractors performing similar services.
g. Additional Insured and Waiver of Subrogation.

10 All policies required under this paragraph 11 shall include, by endorsement or within the policy language, Clean Power Alliance of Southern California and its employees, officers and agents as additional insured (with the exception of workers' compensation) and provide a waiver of subrogation in its favor.

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; CPA Not Liable

12.1. Contractor agrees to indemnify, defend, and hold harmless CPA, its employees, officers, members, directors, 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, damages, 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 (i) death or bodily injuries to any person, destruction or physical damage to tangible property, to the extent caused by the negligent acts, errors or omissions of Contractor or any of Contractor’s employees, officers, directors, members, agents, contractors or subcontractors (each a “Contractor Party”), (ii) any breach of this Agreement by Contractor or any other Contractor Party acting in furtherance of the Services or otherwise on behalf of Contractor or (iii) any violation of Applicable Laws, except for such loss or damage arising from the sole negligence or willful misconduct of CPA, elected and appointed officers, employees, agents and volunteers.

12.2. Contractor agrees and acknowledges that (i) notwithstanding anything else in this Agreement to the contrary, in no event shall CPA be liable for any violation of Applicable Laws by any Contractor Party, (ii) CPA’s approval of any Customer Materials or any portion thereof shall in no way be construed as CPA’s confirmation or opinion that such materials comply with Applicable Laws, this Agreement or Prudent Practices and CPA shall only be liable in respect to such Customer Materials or any Customer to the extent CPA created or modified such Customer Materials and such modifications gave rise to such liability, and (iii) CPA shall not be liable for Contractor’s or any Customer’s failure to receive or qualify for any federal or state production or investment tax credits, depreciation or any other tax benefits, renewable energy credits, green tags, incentives under the Self-Generation Incentive Program of the California Public Utilities Commission, or any other environmental or green energy attributes or any performance based incentives paid under a program

11 maintained or administered by a utility or federal, state or local Governmental Authority.

13. Independent Contractor

13.1. 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.

13.2. Contractor hereby 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.

13.3. No Contractor Party shall act or represent itself to act on behalf of CPA. All materials to be presented to any Customer or potential Customer related to or in furtherance of the Services are subject to CPA’s express prior written approval.

13.4. No Contractor Party shall use the name, trade name, service mark, or trademark of CPA in any promotional or advertising material or any Customer or potential Customer facing materials (together with the materials described in paragraph 13.c., the “Customer Materials”) without CPA’s express prior written consent.

14. Compliance with Applicable Laws
Contractor shall comply with any and all Applicable Laws and resolutions affecting Services covered by this Agreement.

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

16. Work Product.

All finished and unfinished reports, plans, studies, documents and other writings prepared by and for Contractor, its officers, employees and agents in the course of implementing this Agreement shall become the sole property of CPA upon payment to Contractor for such work. CPA shall have the exclusive right to use such materials in its sole discretion without further compensation to Contractor or to any other party. Contractor shall, at

12 CPA’s expense, provide such reports, plans, studies, documents and writings to CPA or any party CPA may designate, upon written request. Contractor may keep file reference copies of all documents prepared for CPA.

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

In the case of CPA, to:

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

Name/Title: Vinnie Campo, Co-founder & CEO
Address: 12100 Wilshire Blvd, Los Angeles, CA 90025
Telephone: (310) 402-0881
Email: [email protected]

18. Assignment
Neither this Agreement nor any of the Parties’ rights or obligations hereunder may be transferred or assigned without the prior written consent of the other Party. Contractor may assign or novate this Agreement in the event of merger, acquisition, joint venture or corporate restructuring with the prior written consent of CPA. Subject to the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

19. Subcontracting
Notwithstanding anything else to the contrary in this Agreement, Contractor may not subcontract Services to be performed under this Agreement without the prior written consent of CPA.

20. Retention of Records and Audit Provision
Contractor shall, and shall direct any subcontractors authorized by the terms of this

13 Agreement to 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, no more than once per year and using an independent third party auditor, during regular business hours, to review and audit all records relating to this Agreement during the Term 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 in its possession within a maximum of fifteen (15) days upon receipt of written notice from CPA. Contractor shall refund any undisputed 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 undisputed overpayments made by CPA based on undisputed audit findings.

21. Conflict of Interest

21.1. 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.

21.2. Contractor shall comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Contractor warrants that it is not now aware of any facts that create a conflict of interest. If the Contractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it shall immediately make full written disclosure of such facts to CPA. Full written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph shall be a material breach of this Agreement.

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

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

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

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

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

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

28. Survival
All Contractor representations and warranties contained in this Agreement and any Exhibit shall be deemed to have been relied upon by CPA notwithstanding any investigation heretofore or hereafter made or omitted and shall survive the Effective Date for the greater of the period established by Applicable Laws and the seventh (7th) anniversary of the Effective Date. Subject to the prior sentence, paragraphs 1, 9, 10, 12, 14, 16, 17, 20 (as specified therein), 22, 23, 25, 26, and this paragraph 28 shall survive the expiration or termination of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
[Signature Page Follows]

15 Haven Energy, Inc. Clean Power Alliance of Southern
California
_________________________________ _________________________________ By: Vinnie Campo By: Theodore Bardacke
Title: Co-founder & CEO Title: Chief Executive Officer

Exhibit A – Scope of Work

PROJECT TASKS AND DELIVERABLES
Contractor shall be responsible for providing a full range of single family residential solar and storage system installation services (the “Program”) that include, but are not limited to, the Tasks set forth below.

Contractor must account for the following tasks and all tasks must be completed according to the timelines set forth below (each, a “Task”):

Task #1: Develop Customer Engagement and Installation Plans

1. Contractor will develop a Customer Engagement Plan to address customer targeting criteria, outreach plans, and customer support. The Customer Engagement Plan shall be subject to CPA’s prior written approval.

1.1. Contractor will define the targeting criteria to prioritize customer engagement of those who are eligible, are good technical candidates, and will receive guaranteed savings over the project lifespan. Contractor will describe the criteria they recommend and why.

1.2. The Customer Engagement Plan will include Contractor’s approach to qualify the customer, the signup process, ongoing customer support for the System's operational life and decommissioning.

1.3. The Customer Engagement Plan will include the Contractor’s approach to customer service, such as how they plan to address program questions from customers and when to escalate questions to CPA staff.

1.4. The Customer Engagement Plan will include the Contractor’s approach to customer outreach in the event that additional or alternative outreach is needed.

1.4.1. Contractor will provide community-based outreach to support lead generation at the request of CPA. Each enrollment generated by the Contractor will be paid for by CPA as described in Exhibit C.

1.4.2. Contractor will wait for approval from CPA staff before performing customer outreach.

2. Contractor will support CPA with program marketing and initial outreach, which will be led by CPA.

2.1. CPA will develop marketing materials with input from Contractor on technical and financial details.

2.2. CPA will send out customer engagement emails and mailers to eligible customers.

Targeting criteria defined by Contractor will be used to prioritize customers who will receive marketing materials in the initial outreach.

3. If additional customer engagement is needed, the Contractor and subcontractors will perform additional customer engagement.

3.1. Contractor will outline how subcontractors will perform customer engagement and outreach and the associated costs per customer conversion in the Customer Engagement Plan.

3.2. If new marketing materials are needed, Contractor will work with CPA staff to development materials.

4. Contractor will develop an Installation Plan to address how Systems will be installed, maintained, transferred and, if elected by a customer, decommissioned. The Installation Plan will include:

4.1. Contractor’s strategy for sizing of equipment, equipment selection, installation, warranty, and maintenance for both in-person and virtual consultations.

4.2. How the system ownership will be transitioned to the customer, at no cost, at the end of the term of the Energy Services Agreement (“ESA”) between the customer and Contractor. Contractor will assign to the customer any manufacturer’s warranties that are in effect as of the end date of the ESA.

4.3. How the System will be decommissioned, at no cost, at the end of the term of the ESA, if a customer elects this option. If a customer elects for the system to be decommissioned, Contractor will remove the system and all components from the property.

4.4. Workforce development and licensing requirements for contractors needed to meet the CPUC’s Self-Generation Incentive Program (SGIP) and federal investment tax credit (ITC) requirements.

4.5. How permitting, interconnection, and system commissioning will be handled.

5. Contractor will prepare a Virtual Power Plant Plan that outlines how devices will be controlled and what the anticipated load reduction will be for aggregated projects. The Virtual Power Plant Plan shall be subject to CPA’s prior written approval. It will include:

5.1. Final selection of the Distributed Energy Resource Management System (DERMS) vendor, subject to approval by CPA.

5.2. How the VPP Management platform will work, including inputs and data needs from CPA and reporting and data tracking from the DERMS platform.

5.3. Expectations on battery performance and dispatchable load capabilities, including estimating expected resources adequacy savings for selected VPP settings.

5.4. Recommendations on how to best operate batteries based on CPA’s goals

5.5. Final VPP operations plans will be subject to CPA’s prior written approval.

6. Contractor will develop an Operations and Maintenance Plan in partnership with CPA Staff that outlines how devices will be maintained for customers throughout their term in the program. Operations and Maintenance Plan will include details on the following:

6.1. Communication with customers.

6.2. Estimated bill savings and peak load reduction.

6.3. Projected operations and maintenance tasks during program participation and after transfer of system ownership.

6.4. Operation and maintenance of a System during the term of the ESA.

6.5. Operation and maintenance options of a System beyond the term of the ESA for the expected operational lifespan of such system. Contractor may offer extended operations and maintenance services but shall make clear to the customer these services are optional, not related to CPA program participation, and at their own cost.

7. Contractor will develop the ESA, which details the Program Terms and Conditions that outline the requirements necessary for participation in the Program. The ESA shall include terms and conditions as required by Applicable Law for home improvement

contracts. Program Terms and Conditions will be required for enrollment into the Program.

7.1. The ESA must include at a minimum the following items:

7.1.1. Notice of term of the agreement, including options for either decommissioning or transfer of ownership at the conclusion of the ESA, in either case, at no cost to the customer.

7.1.2. Responsibilities of the Contractor and customer during the term of the ESA.

7.1.3. Terms and specifications required for inclusion in a home improvement contract.

7.1.4. Explanation that the Program will be offered at no up-front cost to the customer, leveraging state and federal funding. During the Program participation term there will be no incremental costs associated with participation and any electricity bill savings will belong solely to the customer.

7.2. Agreement shall be made available in English, Spanish, and simplified Chinese at a minimum.

7.3. The ESA will be subject to CPA’s prior written approval before use in the Program.

Subsequent amendments and updates to the ESA shall require CPA’s prior written approval in all respects.

7.4. Participation in the VPP and on-going management of batteries with respect to the Program.

8. Contractor will be responsible for developing and maintaining a Program Tracker that updates key program metrics monthly.

9. Contractor will be responsible for developing and maintaining a Program Gantt chart that covers the scheduling of key program and project deliverables.

Task #1 Deliverables:

1. Customer Engagement Plan.

2. Installation Plan.

3. Virtual Power Plant Plan.

4. Operations and Maintenance Plan.

5. Energy Services Agreement.

6. Program Tracker.

7. Program Gantt Chart.

Timeline for Task #1:

1. Draft Customer Engagement Plan and Installation Plan due thirty (30) calendar days after Effective Date.

2. Final Customer Engagement Plan and Installation Plan versions due ten (10) calendar days after CPA provides written feedback on the initial draft. The Final Customer Engagement Plan and Installation Plan must be approved in writing by CPA.

3. Draft Virtual Power Plant Plan due forty-five (45) calendar days after Effective Date.

4. Final Virtual Power Plant Plan due ten (10) calendar days after CPA provides written feedback on the initial draft. Final Virtual Power Plant Plan must be approved in writing by CPA.

5. Draft Operations and Maintenance Plan and Operations and Maintenance Contract due forty-five (45) calendar days after Effective Date.

6. Final Operations and Maintenance Plan due ten (10) calendar days after CPA provides written feedback on the initial draft. Final Operations and Maintenance Plan must be approved in writing by CPA.

7. Draft ESA due fifteen (15) calendar days after the final Operations and Maintenance Plan is approved in writing by CPA.

8. Final ESA version due ten (10) calendar days after CPA provides written feedback on the initial draft. Final Program ESA must be approved in writing by CPA.

9. Program Tracker and Program Gantt Chart due thirty (30) calendar days after Effective Date. And updated monthly during the Term .

Task #2: Customer Recruitment

1. Contractor will support CPA to launch a Program webpage, Contractor will provide Program phone number, and Program email address.

1.1. Contractor will work with CPA to provide technical and financial details on program offering.

1.2. All Contractor provided resources should be available in English, Spanish, and simplified Chinese at a minimum.

2. CPA will conduct initial customer engagement as defined by the Customer Engagement Plan:

2.1. This will include sending emails and mailers to targeted customers.

2.2. CPA will direct interested leads to the Contractor to engage in program enrollment.

3. If necessary, the Contractor will conduct additional customer engagement as defined by the Customer Engagement Plan.

4. The Contractor will work with CPA to determine customer support expectations including, but not limited to, the following:

4.1. Customer response times.

4.2. Collecting feedback and complaints.

4.3. Procedures for escalating questions to CPA staff.

4.4. Support question tracking and resolution.

Task #2 Deliverables:

1. Execute Customer Engagement Plan approved in writing by CPA.

2. Draft material provided to CPA for written approval prior to usage.

Timeline for Task #2:

1. Draft content for CPA marketing material provided to CPA within thirty (30) calendar days of Customer Engagement Plan approval.

Task #3: Customer Screening and Enrollment

1. Contractor will screen and enroll eligible customers into the Program and have the customer sign program documentation, such as the ESA and any other necessary contracts, such materials subject to CPA’s prior written approval.

1.1. Contractor will screen interested customers with support from CPA staff to confirm they are CPA customers and meet Program eligibility requirements.

1.2. Contractor will screen to confirm customer eligibility with respect to SGIP requirements.

2. Contractor will be responsible for enrolling customers into the program as well as performing an initial customer analysis that includes but is not limited to (i) energy system sizing, (ii) estimated project costs, and (iii) estimated project savings.

Task #3 Deliverables:

1. Initial Customer Analysis.

Timeline for Task #3:

1. Customer screening and enrollment is expected to be ongoing during months 3 – 36 of the term.

For the avoidance of doubt, Contractor shall be liable for any violations of Applicable Laws or breach of this Agreement, with respect to any (i) Contractor or subcontractor interactions with Customers and (ii) Customer facing materials or portions thereof provided by Contractor or created at the direction of Contractor.

Task #4: Installation Services

1. With respect to each customer, Contractor will install a System at the home of such customer, in compliance with the Installation Plan and at no out-of-pocket cost to such customer with no credit check and no property lien. Contractor will:

1.1. Perform initial consultation of the customer for program eligibility.

1.1.1. Initial consultation will take no more than two (2) weeks.

1.2. Perform site conditions analysis, capturing key information about the customer and the customer’s home.

1.2.1. Site condition analysis will take no more than three (3) weeks.

1.3. Perform system engineering. This will include identifying system sizing, total project costs and projected savings for the customer.

1.3.1. System engineering will take no more than one (1) week.

1.4. Prepare and present contract to customer.

1.5. Manage the incentive and tax credit process applicable for each System.

1.6. Communicate clearly with the customer about the program timeline, access requirements, and installation process.

1.7. Manage the installation of the Systems through the permission to operate, including all permitting, commissioning, and system interconnection.

1.8. Follow specific workforce development and licensing requirements for installing Systems.

2. Contractor will update the Program Tracker to include key information about individual projects.

Task #4 Deliverables:

1. Completed Installation.

2. Updated Program Tracker.

Timeline for Task #4:

1. Installation services are expected to be ongoing during months 3 – 36 of the term.

2. Program Tracker will be updated.

Task #5: Virtual Power Plant Operations

1. Contractor will operate battery storage systems through CPA as defined by the Virtual Power Plant Plan.

1.1. Operations will be performed for installed batteries for the 3 years of the program term.

1.2. Contractor shall notify customers of the operations schedule and benefits of maintaining it. If the operations and maintenance schedule is modified, Contractor shall notify customers of changes in advance.

1.3. Battery systems should retain at least 20% of battery capacity for customer usage during an outage.

1.4. Contractor shall operate the battery storage systems in a manner which shall satisfy the requirements of SGIP, including adhering to the requirements of the Qualified Demand Response (DR) program, as well as SGIP’s battery storage cycling requirements, as applicable.

1.4.1. Additional operational adjustments, within the battery operations requirements for SGIP may be adjusted based on CPA feedback at any time during the Term.

2. Contractor will work with CPA staff to provide information on battery storage system control configurations and expected system performance for CPA’s annual load forecast reporting.

2.1. Contractor will provide the requested information required for CPA to submit to the California Energy Commission’s annual load demand forecast by December 31st of each year. This includes working with CPA to gather the following items at a minimum:

2.1.1. Hourly peak demand impacts of batteries on a monthly basis.

2.1.2. With the initial forecast, provide for each sector and configuration type simulated hourly or, if available, comparable actual hourly storage generation performance for similar installations.

2.1.3. The following year, provide actual hourly performance data for installed resources and installation schedule.

2.1.4. Narrative that discusses the following items:

2.1.4.1. Power rating, capacity, type, configuration (stand-alone/paired).

2.1.4.2. Expected number of new interconnections and installation timeline.

2.1.4.3. Anticipated charge and discharge schedule of systems, operating criteria, and depth of discharge.

2.1.4.4. Provide documentation of applicable tariff including time periods, rates, charges.

2.1.4.5. Terms of contractual obligation for procured resources.

2.1.4.6. Funding sources.

2.1.5. Program participation assumptions; supply-side demand response program participants should not be included in the forecast.

2.2. Contractor will respond to ad hoc requests within ten (10) business days.

Task #5 Deliverables:

1. Supporting documentation for the California Energy Commission load forecast reporting.

Timeline for Task #5:

1. Annually by December 31, and ongoing over the duration of the term.

2. Within ten (10) business days of ad hoc requests ongoing over the duration of the term.

Task #6: Asset Maintenance

1. Contractor will oversee ongoing maintenance of the installed equipment for the term of the ESA with the customer at no cost to CPA or each customer.

2. If a customer decides to take ownership of the system after the term of the ESA, Contractor may provide operation and maintenance services to such customer (“Post-ESA O&M Services”). Contractor must clearly provide detailed services and costs with respect to the Post-ESA O&M Services, and that the Post-ESA O&M Services are optional to the customer.

3. If a customer decides not to take ownership of the system after the term of the ESA, Contractor will decommission system at no cost to the customer.

Task #6 Deliverables:

1. Completion of the asset maintenance activities set forth in Task #6.

Timeline for Task #6:

1. Ongoing over the duration of the term.

Task #7: Project Management, Reporting, and Invoicing

1. Contractor will hold a Project kick-off meeting with CPA staff and any subcontractors within the first fourteen (14) days of the Effective Date of the Agreement. The project kick-off meeting will cover roles and responsibilities, schedules, and goals of the program.

2. Contractor will meet with CPA Staff monthly to review program deliverables, project tracking tools and key performance metrics.

3. Contractor will be responsible for submitting monthly progress reports highlighting Program performance. Monthly progress reports will outline metrics including, but not limited to, Contractor lead generation, number of customers screened, number of initial analysis reports conducted, number of customers enrolled, number of feasibility analysis reports conducted, number of Systems installed, kW and kWh capacity of installed batteries, total peak load avoided, and customer satisfaction.

3.1. Customer satisfaction surveys will be developed in coordination with CPA and issued after project is installed and operational and each year of the program afterwards.

4. Contractor will hold annual project review meetings with CPA staff and any subcontractors to report out on program successes and challenges. The annual project review meetings will be held in the month marking the contract start date.

5. Contractor will be responsible for developing a final report that includes an executive summary, major accomplishments, lessons learned, recommendations for future work, ongoing operation and maintenance plans, and financial summary comparing invested resources to estimated program savings.

6. Final report will be submitted to CPA for review and approval before being finalized.

Task #7 Deliverables:

1. Monthly CPA coordination meeting.

2. Monthly progress reports.

3. Final report.

Timeline for Task #7:

1. Monthly and annually over the duration of the term.

Task #8: Transition and Close Out

1. Contractor will develop a Program Transition Plan that covers how the installed assets will be supported at the end of the Program, how data will be transferred, and any necessary Program operational wind down items. This will include:

1.1. How Program assets will continue to be managed and operated after the sunset of the Program and until the transfer of systems to the customer or system decommissioning.

1.2. How program data will be summarized and transferred to CPA.

1.3. Final reporting on VPP operations per Task #5.

1.4. How marketing materials, customer service support, and program related webpages will be sunset.

1.5. Customer communications and updates to websites or other sources of customer information.

1.6. Wind down of call center and email support.

2. Contractor shall implement a Program Transition Plan and associated customer communications, all subject to CPA’s prior written approval.

Task #8 Deliverables:

1. Program Transition Plan.

Timeline for Task #8:

1. Sixty (60) calendar days before the end of the term.

Exhibit B – [Intentionally Left Blank]

Exhibit C – Compensation
Contractor shall satisfactorily provide all the contemplated Services detailed in Exhibit A at the rates specified in the table below and in compliance with the terms and conditions of this Agreement, and CPA shall pay to Contractor in accordance with the fees listed below.

Task
No. Description Estimated Due Date Rate
Maximum
Authorized
Fees for
the Initial
Term
1 Develop Customer
Engagement and
Installation Plans
Within thirty (30) days
of the Effective Date
2 Customer Recruitment
Within thirty (30) days
of the completion of
Task No. 1
3 Customer Screening and
Enrollment
Ongoing over the
duration of the
Agreement
$1,000 per
customer
recruited
$75,000
4 Installation Services
5 Virtual Power Plant
Operations
6 Asset Maintenance
7 Project Management,
Reporting, and Invoicing
Ongoing over the
duration of the
Agreement
Year 1: $75/kW
Year 2: $80/kW
Year 3: $85/kW $247,500
8 Transition and Close Out
Sixty (60) days before
the end of the term of
the Agreement
Included $0
Maximum Authorized Fees $322,500
Any travel, administrative expenses, and materials (hereinafter, “Expenses”) will be billed in the amount incurred by Contractor for documented actual out-of-pocket cost, without any additional mark-up by Contractor. Any Expenses incurred shall be billed for the month in which the Expenses are incurred. Expense reports detailing all Expenses, along with receipts, shall be presented to CPA for reimbursement. All expenses must be approved by CPA in advance writing before they are incurred. The following Expenses may be eligible for reimbursement under this Agreement: None.

Maximum Authorized Expenses: $0
The Total Maximum Amount that CPA shall pay Contractor, including any subcontractor that the Contractor may retain, for all Services and Expenses to be provided under this Professional Services Agreement shall not exceed Three Hundred Twenty-Two Thousand Five Hundred Dollars ($322,500) ("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 $322,500
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. If Contractor services more than 300 customers under this Agreement, Contractor shall be entitled to re-negotiate the fee structure with CPA and, if no agreement is reached after good faith discussions, Contractor shall be entitled to terminate this Agreement on 14 days’ notice without liability (having completed all work-in-progress at the date of termination).

Exhibit D – Data Protection Requirements
To the extent applicable, Contractor shall comply with the following additional data protection requirements, which are hereby incorporated by reference into this Agreement:

1. Contractor represents and warrants that Contractor will perform the Services in accordance with CPA’s risk management policies and protocols, including but not limited to, policies and protocols relating to energy risk management and customer data and privacy, as those policies and protocols may be amended by CPA from time to time. A link to the policies is available at:
https://cleanpoweralliance.org/public-documents/administrative-documents/ Contractor shall execute any required acknowledgements of such policies and protocols as those policies and protocols are amended from time to time.

2. Contractor represents and warrants that Contractor shall comply with the requirements of California Public Utilities Commission Decision D.12-08-045 Attachment B (Rules Regarding Privacy and Security Protections for Energy Usage Data Applicable to Community Choice Aggregators or Electrical Service Providers), available at:
https://docs.cpuc.ca.gov/PublishedDocs/Published/G000/M026/K531/26531585.PDF

Low Income Solar and Storage
Program
December 5, 2024

Agenda
Background
Low Income Solar and Storage Program Overview
Customer Benefits and Experience
Virtual Power Plant
Professional Services Agreement
2 Action Requested:

Approve and authorize CEO to sign Professional Services Agreement with Haven Energy Inc.

Background
There is a low rate of solar and storage adoption in
the low-income residential sector, often a result of
the need for upfront capital or low credit scores
Low-income customers face significant financial
burden from energy bills and could benefit greatly
from solar and storage systems that can reduce
their electric bills
Solar and storage systems on average cost
$35,500, but federal and state funds combined
with innovative financing can reduce the upfront
costs
Residential battery storage systems, when
operated as a Virtual Power Plant (VPP) can
reduce CPA’s energy and resource adequacy costs
3 Competitive Solicitation
CPA issued a Request for Proposals
(RFP) in June seeking innovative
approaches to fund solar and storage
installations for low-income single
and multifamily customers
CPA received one bid from Haven
Energy for single family customers
No bids were received for multifamily
customers, CPA will explore other
potential future options to serve
these customers

Program Overview
The program will offer CPA customers on low-income assistance rates (CARE and FERA) the ability to obtain solar photovoltaic (PV) and
battery energy storage systems at no upfront cost.

Reduces customer electricity bills while
providing customer and community resiliency
Allows CPA to operate batteries as a Virtual
Power Plant (VPP) to reduce peak demand,
reducing costs
4

Customer Value
5 Bill savings: Reduction in electricity bill costs. On average, each home will be equipped with 5 kW of solar
PV and 20 kWh of battery storage.

Resilience: At least 20% of the battery system reserved for back-up power in case of an outage.

Ownership: After 5 years of Program participation,
system ownership transferred to customer at no
additional cost. Equipment warranty for 20 years (solar) and 10 years (battery) serviced by equipment
manufacturers.

Community: Allows customers to generate local clean
energy and help protect the grid from blackouts.

Customer eligibility requirements:
1) CPA residential customer
2) Single family dwelling owner
3) On a qualified assistance rate
(California Alternative Rates for
Energy (CARE) or Family Electric
Rate Assistance (FERA))

Customer Experience
6 CPA customer
marketing &
outreach
Customer responds
by reaching out to
Haven’s Program
contact center
Initial customer
screening by Haven
Detailed site
analysis & system
engineering
Customer
Enrollment &
contracting
System permitting
& installation
System operation
& maintenance
Led by Haven Energy with CPA oversight
All marketing &
program materials
will be available in
English, Spanish, &
Simplified Chinese
Led by CPA

Virtual Power Plant
7 This program will develop a distributed virtual power plant of 300 battery storage systems that CPA can utilize to reduce costs and increase system reliability.

Allows CPA to pilot a new VPP structure and distributed energy resource management system (DERMS) platform
approach with a minimal cost commitment
300 systems will provide 4.8 MWh of dispatchable load
These systems will qualify as load modifying resources, which will reduce CPA’s resource adequacy (RA)
obligations. Estimated total RA savings of $387,360 from 2026-2028.

A Virtual Power Plant (VPP) is a
network of energy devices that
are used to balance energy
supply and demand in real time.

This program would utilize
battery storage systems to
reduce energy demand for CPA
during peak consumption hours.

Professional Services Agreement
8 Process: Staff conducted an RFP process and negotiated a Professional Services Agreement with Haven Energy Inc.

Experience: Haven Energy has experience installing solar PV and battery storage systems in CPA’s service territory and is currently working on a similar program with Peninsula Clean Energy (PCE).

Scope: Install and maintain 300 solar and storage systems on qualified single-family homes and operate resources as a VPP
Leveraged Funds: This program will leverage Federal tax credits and California Self Generation Incentive Program (SGIP) incentives to reduce the costs of the systems Budget: Contract not-to-exceed of $322,500 for the 3-year term:
o $247,500 for controlling installed batteries over three years o $75,000 for additional marketing from Haven, if desired o Cost of systems is funded by Haven and leveraged funds and not part of the agreement

Action Requested:
9 Approve and Authorize the Chief Executive Officer to execute the Professional Services Agreement with Haven Energy Inc. to design, install, operate, and maintain photovoltaic solar and battery storage systems for single family homes owned by low-income customers in a (3) year initial term with two successive one (1) year terms, with a total not-to-exceed of $322,500.

Questions?

Staff Report – Agenda Item 12
To: Board of Directors
From: Lindsay Descagnia, Vice President, Power Supply
Reviewed By: Matthew Langer, Chief Operating Officer
Nancy Whang, General Counsel
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Approve and Authorize Chief Executive Offer to Execute Resource Adequacy Agreements with Olinda Reliability Project, LLC and Sentinel Energy Center, LLC
Date: December 5, 2024

RECOMMENDATION
Approve and authorize the Chief Executive Officer to execute the following long-term Resource Adequacy Agreements:

A. 15-Year Resource Adequacy Agreement with Olinda Reliability Project LLC (Olinda)
B. 10-Year Resource Adequacy Agreement with Sentinel Energy Center, LLC (SEC)

BACKGROUND
2024 Clean Energy and Reliability RFO
CPA launched its 2024 Clean Energy and Reliability Request for Offers (RFO) on June 11, 2024, with bids due on July 17th. The goal of the solicitation was to fill a larger portion of CPA’s portfolio needs with long-term contracts and to reduce the need to procure products such as Resource Adequacy (RA) and renewable energy in short-term markets, which are often volatile.

The RFO sought offers in the following product categories:

1. Renewable Portfolio Standard (RPS) Generation Only

Board of Directors Item 12

2. RPS Generation and Storage

3. Standalone Storage

4. Resource Adequacy (RA) Only

5. PCC1 Index Plus Energy Only

6. Dispatchable Thermal Energy paired with Storage

7. Dispatchable Thermal Energy running on blended fuels CPA received a robust response to the RFO from 172 conforming offers. In the RFO, Sentinel Energy Center (SEC) and Olinda submitted offers for 10-year RA-only and 15- year RA-only purchase agreements (RAPA) respectively. On September 17, 2024, a Review Team consisting of four members of the Energy Committee as well as senior staff consisting of the Chief Executive Officer, Chief Operating Officer, and Vice President, Power Supply met to analyze the submitted projects. These Review Team members evaluated confidential terms and conditions, including pricing, and selected a shortlist of projects to recommend to the Energy Committee. On September 25, 2024, the Energy Committee reviewed and approved the recommended shortlist, authorizing staff to proceed with power purchase agreement (PPA) and RAPA negotiations. The SEC and Olinda offers were on the shortlist that the Energy Committee approved.

Per CPA’s Energy Risk Management Policy, any new build power purchase transaction with greater than a 5-year term or 7-year maturity limit is required to be approved by the Board. Additionally, any transactions other than Tolling Agreements or New Build with a greater than 10-year term limit or 10-year maturity limit are required to be approved by the Board.

CPA retained Todd Larsen with Clean Energy Counsel to represent CPA and its interests in the negotiation of the agreements with Olinda and SEC. The work of Mr. Larsen was overseen by CPA’s General Counsel.

Board of Directors Item 12

OVERVIEW OF PROJECTS
Project Technology Capacity
(MW) Online Date Term Developer
Olinda
Reliability
Project
New Build Four-hour
Standalone Storage 110 MW 10/1/2027 15 Upstream Energy
Sentinel
Energy
Center
Existing Natural Gas 107.52
MW 1/1/2027 10
Sentinel
Energy
Center
The projects are described in detail in the attached Project Description.

RATIONALE
The Olinda and SEC projects will help CPA meet its long-term RA obligations. The SEC project in particular is highly valued under the California Public Utilities Commission’s revisions to the RA compliance framework, which beginning in 2025, will count RA on a “Slice of Day” basis.

Prior to the Slice of Day RA requirement, a load serving entity (LSE) had to procure enough RA to meet a single capacity requirement for each month in the year. Under the new RA Slice of Day framework, LSE’s have to meet a capacity requirement every hour of the day for each month of the year. Facilities that can count as “baseload” generation, such as geothermal, biomass, and natural gas, are able to contribute towards a LSE’s RA requirement in every hour of the day, unlike solar, wind, or storage resources which only contribute to RA compliance in certain hours of the day.

To develop RA procurement targets in the 2024 Clean Energy RFO, staff estimated the volume of RA needed to have 90% of its RA portfolio under long-term contracts online by 2031. The resulting procurement targets are summarized in the table below. 2024 Clean Energy and Reliability RFO Resource Adequacy Procurement Targets
Online Year 2029 2030 2031
Procurement need (MW) 342 342 342

Board of Directors Item 12
Percent of RA portfolio 75% 80% 85%
The execution of these two agreements will provide 217.52 MW of RA beginning in 2027.

Additional agreements providing RA are on the 2024 RFO shortlist. Staff may bring these additional agreements to the Board for approval in the future.

ENVIRONMENTAL REVIEW
As an existing facility, the SEC project already completed the necessary CEQA review and permitting. The project developer of Olinda (Upstream Energy) is responsible for acquiring necessary California Environmental Quality Act (CEQA) review and permits with relevant lead agencies. CPA has no role, jurisdiction, or authority whatsoever with respect to permit review or project approval for the Olinda project. Olinda is working to secure the necessary permits and CEQA approval with Los Angeles County, and a draft Mitigated Negative Declaration is expected to be issued by Q1 2025.

CONTRACTING
CPA has previously executed several short-term RA-only agreements with SEC for purchases through 2026, as well as a Board-approved 10-year RA-only confirmation agreement in March 2024. CPA and SEC have a pre-existing Edison Electric Institute (EEI) Master Agreement in place under which these RA transactions are enabled.

Therefore, the SEC 107.52 MW 10-year RA-only Agreement being considered will be executed as another RA confirmation agreement under this Master Agreement. As an RA-only contract, CPA does not have rights to any other product from the facility beyond capacity and any energy generated by the facility will not be reportable on CPA’s Power Content Label.

As a new-build resource, the Olinda project is being contracted for under CPA’s long-form RA-only Agreement, which was included in the 2024 Clean Energy and Reliability RFO materials.

Board of Directors Item 12

ATTACHMENTS
1) Project Description A: Olinda
2) Project Description B: SEC
3) Resource Adequacy Agreement with Upstream Energy (Olinda) 4) Resource Adequacy Agreement with Sentinel Energy Center, LLC (SEC) 5) EEI Master Agreement with Sentinel Energy Center (for Board reference) 6) Resource Adequacy Only Agreements Presentation

Board of Directors Item 12
PROJECT DESCRIPTION A: OLINDA
Project Overview
The Olinda Reliability Project is a proposed 110 MW / 440 MWh lithium-ion battery storage facility located in an unincorporated portion of Los Angeles County adjacent to the City of La Habra Heights, CA. The commercial operation date for the project is October 1, 2027. The project site is currently being operated as an oil and gas extraction facility. The development of this project will result in the decommissioning of the existing oil and gas extraction facility and convert it to a clean capacity resource, enhancing the reliability of the electricity grid.

Under the proposed agreement, CPA will pay for 110 MW of RA at a fixed-price with no escalation for the full term of the 15-year contract. CPA is not entitled to any other product attributes from the facility, such as energy or ancillary services.

The project has obtained Full Capacity Deliverability Status (FCDS) for 100 MW and is seeking to acquire FCDS for the remaining 10 MW from the California Independent System Operator (CAISO) in the 2026 allocation cycle. CPA will only pay for the FCDS capacity obtained by Seller and the Agreement will automatically reduce by 10 MW if the remaining 10 MW of FCDS is not obtained.

Developer
UpStream is an established developer with experience in developing, constructing, and operating utility-scale energy standalone storage projects across North America.

UpStream has been involved in the development of approximately 344 MW of utility-scale battery storage resources currently in operation in California.

Evaluation Criteria
CPA ranks projects for economic value based on the net present value (NPV) to CPA and on a High, Medium, Neutral, and Low scale in five other evaluation criteria categories (Development Score, Workforce Development, Environmental Stewardship, Benefits to Disadvantaged Communities, and Project Location). Below is the ranking assigned to this

Board of Directors Item 12
project in each of those categories.

Value
The Olinda offer fell within the fourth quartile (Q4) of offer submissions ranked by NPV in the RFO. The Review Team and Energy Committee selected this lower value project due to other ranking criteria noted below, particularly the decommissioning of an oil extraction facility located in an urban area within CPA’s service territory.

Development Score
The project ranks High as it is in late-stage development and substantially de-risked. All land for the project is under contract and the project has an executed Interconnection Agreement. Acquisition of a Conditional Use Permit is targeted for the second half of 2025.

Workforce Development
The project ranks High as construction for the project will use a Project Labor Agreement and UpStream has committed to prevailing wage and targeted hire commitments. It is estimated the project will create up to 50 new construction jobs and 4 new permanent jobs.

Olinda

Board of Directors Item 12
Environmental Stewardship
Beyond the oil extraction decommissioning benefits, the project ranks Medium as it is located in an area designated as a preferred renewable energy zone and is on already developed land. It’s proximity to a riparian corridor prevents it from being ranked High.

Benefits to Disadvantaged Communities
The project ranks High. The project is located in a disadvantaged community, will remove a polluting resource and will employ a local union workforce.

Project Location
The project ranks High because it is located within Los Angeles County.

Board of Directors Item 12
PROJECT DESCRIPTION B: Sentinel Energy Center
Project Overview
SEC is an existing, peaking, natural gas fired generation facility located in north Palm Springs in Unincorporated Riverside County. The facility began commercial operations in 2013 and is composed of eight individual combustion turbines totaling 850 MW of nameplate capacity. Under this agreement, CPA will contract for a share of the total RA provided by the Facility, equivalent to 107.52 MW of RA. Previously, under the 2023 Clean Energy and Reliability RFO process, CPA contracted for a 211.85 MW share of RA from the facility.

Under the proposed agreement, CPA will pay for 107.52 MW of RA at a fixed-price with no escalation for the full term of the 10-year contract. CPA is not entitled to any other product attributes from the facility, such as energy or ancillary services. Any energy generated by the facility will not be reportable on CPA’s Power Content Label.

Developer
SEC owns and operates the facility. Subsidiaries of Diamond Generating LLC, an investor in SEC, perform operations, maintenance, and asset management services for SEC and have experience representing over 2,000 MWs of capacity in California and New York.

Evaluation Criteria
CPA ranks projects for economic value based on the net present value (NPV) to CPA and on a High, Medium, Neutral, and Low scale in five other evaluation criteria categories (Development Score, Workforce Development, Environmental Stewardship, Benefits to Disadvantaged Communities, and Project Location). Below is the ranking assigned to this project in each of those categories.

Value
The SEC offer fell within the second quartile (Q2) of offer submissions ranked by NPV and was the highest-ranked RA-only offer in the RFO.

Board of Directors Item 12
Development Score
The project ranks High as it is in operations and thus has no development risk.

Workforce Development
The project ranks High. SEC used union workforce during construction of the project and continues to do so for major construction upgrades. The operations workforce is paid Prevailing Wages.

Environmental Stewardship
The project ranks Neutral as it is not located in an environmental avoidance area. The project has a good record of operating within California’s environmental compliance standards.

Benefits to Disadvantaged Communities
The project ranks Neutral on benefits to Disadvantaged Communities (DACs) as it is not located within a DAC and does not provide benefits to DACs.

SEC

Board of Directors Item 12
Project Location
The project ranks Medium as it is located in California but not within Los Angeles or Ventura counties.

1 RESOURCE ADEQUACY AGREEMENT

COVER SHEET
Seller: Olinda Reliability Project LLC
Buyer: Clean Power Alliance of Southern California, a California joint powers authority Description of Facility: A 110 MW / 440 MWh stand-alone, battery energy storage system facility, as further described in Exhibit A.

Milestones:

Milestone Expected Date for
Completion
Evidence of Site Control Complete
Documentation of Conditional Use Permit if required:
[ ] CEQA, [ ] Cat Ex, [ ] Neg Dec, [X] Mitigated Neg Dec, [ ] EIR
Seller’s receipt of Phase I and Phase II Interconnection study results for Seller’s Interconnection Facilities Complete Executed Interconnection Agreement Complete
Financial Close
Expected Construction Start Date
Initial Synchronization 02/01/2027
Network Upgrades completed (evidenced by delivery of
permission to parallel letter from the Transmission
Provider)
02/01/2027
Full Capacity Deliverability Status obtained 06/30/2026 Expected Date of CAISO Commercial Operation 04/01/2027
Expected Commercial Operation Date 06/01/2027
Delivery Term: 15 Contract Years
Guaranteed Capacity: 110 MW of Installed Capacity
Guaranteed Construction Start Date: 01/01/2027

2 Guaranteed Commercial Operation Date: 10/01/2027
Contract Price: The Contract Price shall be $ per kW-month (flat) with no escalation.

RA Rate: $15/kW-mo.

Seller’s Assumed Tax Credits: As of the Effective Date, Seller intends to qualify for and utilize the ITC at fifty percent (50%)
Product:
☒ Capacity Attributes
Scheduling Coordinator: Seller
Security Amount:

Development Security: $85/kW of Guaranteed Capacity.

Performance Security: $85/kW of Installed Capacity.

TABLE OF CONTENTS
Page
ii

7.2 Liquidated Damages ............................................................................................. 28 ARTICLE 8 TAXES, GOVERNMENTAL CHARGES .............................................................. 29

8.1 Cooperation ........................................................................................................... 29

8.2 Governmental Charges.......................................................................................... 29 ARTICLE 9 REPRESENTATIONS; WARRANTIES; COVENANTS ...................................... 29

9.1 Mutual Representations and Warranties ............................................................... 29

9.2 Buyer and Seller Covenants .................................................................................. 30

9.3 Seller Representations, Warranties and Covenants .............................................. 31

9.4 Buyer Representations, Warranties and Covenants .............................................. 32

9.5 General Covenants ................................................................................................ 32

9.6 Workforce Development ....................................................................................... 33 ARTICLE 10 CONFIDENTIALITY ............................................................................................ 33

10.1 Definition of Confidential Information ................................................................. 33

10.2 Duty to Maintain Confidentiality .......................................................................... 33

10.3 Irreparable Injury; Remedies ................................................................................ 34

10.4 Further Permitted Disclosure ................................................................................ 34 ARTICLE 11 BUYER’S RE-SALE OF PRODUCT ................................................................... 35

11.1 Buyer Resale Rights .............................................................................................. 35

11.2 Scheduling Coordinator Cooperation ................................................................... 35

11.3 Resale Notification................................................................................................ 35

11.4 Centralized Capacity Market Participation ........................................................... 35 ARTICLE 12 CHANGE IN ELECTRIC MARKET DESIGN .................................................... 36 ARTICLE 13 COLLATERAL REQUIREMENTS ..................................................................... 36

13.1 Seller’s Development Security ............................................................................. 36

13.2 Performance Security ............................................................................................ 36

13.3 First Priority Security Interest in Cash or Cash Equivalent Collateral ................. 36 ARTICLE 14 INSURANCE ......................................................................................................... 37

14.1 Insurance ............................................................................................................... 37 ARTICLE 15 FORCE MAJEURE ............................................................................................... 39

15.1 Definition .............................................................................................................. 39

15.2 No Liability If a Force Majeure Event Occurs ..................................................... 40

15.3 Notice .................................................................................................................... 40

15.4 Termination Following Force Majeure Event or Development Cure Period ....... 40 ARTICLE 16 INDEMNIFICATION ............................................................................................ 41

16.1 Indemnity .............................................................................................................. 41

16.2 Claims ................................................................................................................... 42 ARTICLE 17 ASSIGNMENT ...................................................................................................... 42

TABLE OF CONTENTS
Page
iii

17.1 General Prohibition on Assignments .................................................................... 42

17.2 Collateral Assignment ........................................................................................... 43

17.3 Permitted Assignment by Seller............................................................................ 43

17.4 Shared Facilities; Portfolio Financing .................................................................. 43 ARTICLE 18 DISPUTE RESOLUTION ..................................................................................... 43

18.1 Governing Law ..................................................................................................... 43

18.2 Dispute Resolution ................................................................................................ 44

18.3 Attorneys’ Fees ..................................................................................................... 44

18.4 Venue .................................................................................................................... 44 ARTICLE 19 NOTICES ............................................................................................................... 44

19.1 Addresses for the Delivery of Notices .................................................................. 44

19.2 Acceptable Means of Delivering Notice ............................................................... 44 ARTICLE 20 MISCELLANEOUS .............................................................................................. 45

20.1 Title and Risk of Loss ........................................................................................... 45

20.2 Mobile-Sierra ........................................................................................................ 45

20.3 Entire Agreement; Integration; Exhibits ............................................................... 45

20.4 No Waiver ............................................................................................................. 45

20.5 No Agency, Partnership, Joint Venture or Lease .................................................. 45

20.6 Severability ........................................................................................................... 45

20.7 Forward Contract .................................................................................................. 46

20.8 Counterparts .......................................................................................................... 46

20.9 Electronic Delivery ............................................................................................... 46

20.10 No Recourse to Members of Buyer ...................................................................... 46

20.11 Market-Based Rate Authority ............................................................................... 46 Exhibit A Facility Description
Exhibit B Facility Construction and Commercial Operation Exhibit C-1 Form of Commercial Operation Date Certificate Exhibit C-2 Form of Construction Start Date Certificate Exhibit D Progress Reporting Form
Exhibit E Notices
Exhibit F Form of Consent to Collateral Assignment
Exhibit G Supply Chain Code
Exhibit H Force Majeure Claim Form
Exhibit I Form of Letter of Credit
Exhibit J Material Permits

1 RESOURCE ADEQUACY AGREEMENT
This Resource Adequacy Agreement (“Agreement”) is entered into between Olinda Reliability Project LLC (“Seller”) and Clean Power Alliance of Southern California, a California joint powers authority (“Buyer”), each individually a “Party” and together the “Parties”, as of December __, 2024 (the “Effective Date”). All capitalized terms used in this Agreement are used with the meanings ascribed to them in Article 1 of this Agreement.

RECITALS
WHEREAS, Seller intends to develop, design, construct, own, and operate the Facility; and
WHEREAS, Seller desires to sell, and Buyer desires to purchase, on the terms and conditions set forth in this Agreement, the Product;
WHEREAS, Buyer intends to apply the Facility’s NQC toward Buyer’s clean energy mid-term reliability procurement obligations set forth in CPUC D.21-06-035 (as may be revised by further decisions);
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties agree to the following:

ARTICLE 1

DEFINITIONS

1.1 Contract Definitions. The following terms, when used herein with initial capitalization, shall have the meanings set forth below:
“Accepted Compliance Costs” has the meaning set forth in Section 3.9. “Affiliate” means, with respect to any Person, each Person that directly or indirectly controls, is controlled by, or is under common control with such designated Person. For purposes of this definition and the definition of “Permitted Transferee”, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean (a) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (b) the right to direct the policies or operations of such Person. “Agreement” has the meaning set forth in the Preamble and includes the Cover Sheet and any Exhibits, schedules and any written supplements hereto. “Assignment Agreement” has the meaning set forth in Section 17.5. “Availability Incentive Payments” means Availability Incentive Payments as defined in the CAISO Tariff.

2 “Availability Standards” has the meaning set forth in the CAISO Tariff or such other similar term as modified and approved by FERC hereafter to be incorporated in the CAISO Tariff. “Bankrupt” or “Bankruptcy” means with respect to any entity, such entity that (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law, (b) has any such petition filed or commenced against it which remains unstayed or undismissed for a period of ninety (90) days, (c) makes an assignment or any general arrangement for the benefit of creditors, (d) otherwise becomes bankrupt or insolvent (however evidenced), (e) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (f) is generally unable to pay its debts as they fall due.
“Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday in California. A Business Day begins at 8:00 a.m. and ends at 5:00 p.m. local time for the Party sending a Notice, or payment, or performing a specified action. “Buyer” has the meaning set forth in the Cover Sheet.
“Buyer Assignee” has the meaning set forth in Section 17.5. “Buyer Default” means an Event of Default of Buyer.
“Buyer’s Indemnified Parties” has the meaning set forth in Section 10.2. “CAISO” means the California Independent System Operator Corporation or any successor entity performing similar functions.
“CAISO-Penalized Shortfall” has the meaning set forth in Section 3.6(b)(ii). “CAISO Balancing Authority Area” has the meaning set forth in the CAISO Tariff. “CAISO Certification” means the certification and testing requirements for a storage unit set forth in the CAISO Tariff that are applicable to the Facility. “CAISO Commercial Operation” has the meaning of “Commercial Operation” as defined in the CAISO Tariff.
“CAISO Control Area” means the Control Area (as defined in the CAISO Tariff) that is operated by the CAISO.
“CAISO Grid” has the same meaning as “CAISO Controlled Grid” as defined in the CAISO Tariff.
“CAISO Offer Requirements” has the meaning set forth in Article 4. “CAISO Tariff” means the California Independent System Operator Corporation Agreement and Tariff, Business Practice Manuals (BPMs), and Operating Procedures, including

3 the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.
“Capacity Attribute” means any current or future defined characteristic, certificate, tag, credit, or accounting construct associated with the Facility’s Installed Capacity that can be purchased, sold or conveyed under CAISO or CPUC market rules, including all RA Capacity. “Capacity Damages” has the meaning set forth in Exhibit B. “Change of Control” means, except in connection with public market transactions of equity interests or capital stock of Seller’s Ultimate Parent, any circumstance in which Ultimate Parent ceases to own, directly or indirectly through one or more intermediate entities, more than fifty percent (50%) of the outstanding equity interests in Seller; provided, in calculating ownership percentages for all purposes of the foregoing:
(a) any ownership interest in Seller held by Ultimate Parent indirectly through one or more intermediate entities shall not be counted towards Ultimate Parent’s ownership interest in Seller unless Ultimate Parent directly or indirectly owns more than fifty percent (50%) of the outstanding equity interests in each such intermediate entity; and (b) ownership interests in Seller owned directly or indirectly by any Lender (including any tax equity provider) shall be excluded from the total outstanding equity interests in Seller. “CIRA Tool” means the CAISO Customer Interface for Resource Adequacy. “COD Certificate” has the meaning set forth in Exhibit B. “Collateral Assignment Agreement” has the meaning set forth in Section 17.2. “Commercial Operation” means the condition existing when Seller has fulfilled all of the conditions precedent in Section 2.2 of the Agreement and provided Notice to Buyer substantially in the form of Exhibit C.
“Commercial Operation Date” has the meaning set forth in Exhibit C. “Commercial Operation Delay Damages” means an amount equal to (a) the Development Security amount required hereunder, divided by (b) ninety (90). “Compliance Actions” has the meaning set forth in Section 3.9. “Compliance Expenditure Cap” has the meaning set forth in Section 3.9. “Confidential Information” has the meaning set forth in Article 10. “Construction Start” has the meaning set forth in Exhibit B. “Construction Start Date” has the meaning set forth in Exhibit B. “Contract Price” has the meaning set forth in the Cover Sheet.

4 “Contract Term” has the meaning set forth in Section 2.1. “Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third-party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace the Agreement; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with terminating the Agreement. “CPUC” means the California Public Utilities Commission or successor entity. “CPUC-Penalized Shortfall” has the meaning set forth in Section 3.6(b)(i). “CPUC System RA Penalty” means the penalties for “System Procurement Deficiency” adopted by the CPUC in its Decision 10-06-036, as may be updated or supplemented from time to time,
“CPUC Filing Guide” means the annual document issued by the CPUC which sets forth the guidelines, requirements and instructions for LSE’s to demonstrate compliance with the CPUC’s resource adequacy program.
“Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issuer rating by S&P or Moody’s. If ratings by S&P and Moody’s are not equivalent, the lower rating shall apply.
“Defaulting Party” has the meaning set forth in Section 5.1. “Daily Delay Damages” means an amount equal to (a) the Development Security amount required hereunder, divided by (b) one hundred twenty (120). “Damage Payment” means the amount to be paid by the Defaulting Party to the Non-Defaulting Party after a Terminated Transaction occurring prior to the Commercial Operation Date, in a dollar amount set forth in Section 5.3(a).
“Delivery Point” has the meaning set forth in Exhibit A. “Delivery Term” shall mean the period of Contract Years set forth on the Cover Sheet beginning on the Commercial Operation Date, unless terminated earlier in accordance with the terms and conditions of this Agreement.
“Development Cure Period” has the meaning set forth in Exhibit B. “Development Security” means (a) cash or (b) a Letter of Credit in the amount set forth on the Cover Sheet.
“Disclosing Party” has the meaning set forth in Section 10.2.

5 “Early Termination Date” has the meaning set forth in Section 5.2. “Effective Date” is the date set forth in the Preamble. “Effective Flexible Capacity” means the effective flexible capacity (in MWs) of the Facility pursuant to the counting conventions set forth in the Resource Adequacy Rulings and the CAISO Tariff, which such flexible capacity may be used to satisfy Flexible RAR “Energy” means electrical energy, measured in kilowatt-hours, megawatt-hours, or multiple units thereof.
“Equitable Defenses” means any bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally, and with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending. “Event of Default” has the meaning set forth in Section 5.1. “Expected Commercial Operation Date” is the date set forth in the Cover Sheet. “Expected Construction Start Date” is the date set forth in the Cover Sheet. “Facility” means the battery energy storage system facility described on the Cover Sheet and in Exhibit A, located at the Site and including mechanical equipment and associated facilities and equipment required to deliver Product (but excluding any Shared Facilities), as such facility may be expanded or otherwise modified from time to time in accordance with the terms hereof. “Facility Energy” means all Energy delivered from the Facility to the Delivery Point and measured by the Facility Meter, as such meter readings are adjusted as required by the CAISO Tariff for any applicable Electrical Losses.
“Facility Meter” means the CAISO approved revenue quality meter or meters (with a 0.3 accuracy class), along with a compatible data processing gateway or remote intelligence gateway, telemetering equipment and data acquisition services sufficient for monitoring, recording and reporting, in real time, the amount of Facility Energy. For clarity, the Facility may contain multiple measurement devices that will make up the Facility Meter, and, unless otherwise indicated, references to the Facility Meter shall mean all such measurement devices and the aggregated data of all such measurement devices, taken together.
“FCR Attributes” means, with respect to a Resource Adequacy Resource, any and all flexible resource adequacy attributes that can be counted toward an LSE’s FCR, as they are identified from time to time by the Resource Adequacy Rulings, the CAISO Tariff, an LRA, or other Governmental Authority having jurisdiction, exclusive of any LAR Attributes and any RAR Attributes.
“FCR Showings” means the FCR compliance showings (or similar or successor showings) an LSE is required to make to the CPUC (and, to the extent authorized by the CPUC, to the CAISO) pursuant to the Resource Adequacy Rulings and the CAISO Tariff, or to an LRA having jurisdiction over the LSE.

6 “FERC” means the Federal Energy Regulatory Commission or any successor government agency.
“Financial Close” means Seller and/or one of its Affiliates has obtained debt and/or equity financing commitments from one or more Lenders sufficient to construct the Facility, including such financing commitments from Seller’s owner(s).
“Flexible Capacity Category” has the meaning set forth in the Resource Adequacy Rulings.
“Flexible RAR” means the flexible capacity requirements established for LSEs by the CPUC pursuant to the Resource Adequacy Rulings, or by an LRA or other Governmental Authority having jurisdiction.
“Flexible Capacity Requirements” or “FCR” means the flexible capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, or by an LRA or other Governmental Body having jurisdiction.
“Force Majeure Event” has the meaning set forth in Section 15.1(a). “Full Capacity Deliverability Status” or “FCDS” has the meaning set forth in the CAISO Tariff.
“Gains” means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of this Agreement for the remaining Contract Term, determined in a commercially reasonable manner. Factors used in determining the economic benefit to a Party may include, without limitation, reference to information supplied by one or more third parties, which shall exclude Affiliates of the Non-Defaulting Party, including without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs (e.g., SP-15), all of which should be calculated for the remaining Contract Term, and include the value of Capacity Attributes.
“Governmental Approvals” means all authorizations, consents, approvals, waivers, exceptions, variances, filings, permits, orders, licenses, exemptions, notices to and declarations of or with any Governmental Authority and shall include those siting and operating permits and licenses, and any of the foregoing under any applicable environmental law, that are required for the use and operation of the Facility.
“Governmental Authority” means any federal, state, provincial, local or municipal government, any political subdivision thereof or any other governmental, congressional or parliamentary, regulatory, or judicial instrumentality, authority, body, agency, department, bureau, or entity with authority to bind a Party at law, including CAISO; provided, “Governmental Authority” shall not in any event include any Party.
“Guaranteed Capacity” has the meaning set forth on the Cover Sheet.

7 “Guaranteed Commercial Operation Date” has the meaning on the Cover Sheet, as such date may be extended pursuant to Exhibit B.
“Guaranteed Construction Start Date” has the meaning on the Cover Sheet, as such date may be extended pursuant to Exhibit B.
“Indemnified Party” has the meaning set forth in Section 16.1(a). “Indemnifying Party” has the meaning set forth in Section 16.1(a). “Initial Synchronization” means the commencement of Trial Operations (as defined in the CAISO Tariff).
“Installed Capacity” means the maximum dependable operating capacity of the Facility, as measured in MW at the Delivery Point by the Facility Meter and adjusted for Electrical Losses to the Delivery Point, that achieves Commercial Operation, as evidenced by a certificate substantially in the form attached as Exhibit C-1 hereto, as such capacity may be adjusted pursuant to Section 5 of Exhibit B.
“Interconnection Agreement” means the interconnection agreement and distribution service agreement entered into by Seller or an Affiliate pursuant to which the Facility will be interconnected with the Point of Interconnection and its output delivered to the Transmission System, and pursuant to which Seller’s Interconnection Facilities and any other Interconnection Facilities will be constructed, operated and maintained during the Contract Term. “Interconnection Capacity Limit” means the maximum instantaneous amount of Energy that is permitted to be delivered from the Facility to the Delivery Point under Seller’s Interconnection Agreement, in the amount of 110 MW.
“Interconnection Facilities” means the interconnection facilities, distribution upgrades, control and protective devices and metering facilities required to connect the Facility with the Point of Interconnection and to deliver its output to the Transmission System in accordance with the Interconnection Agreement.
“Interest Rate” has the meaning set forth in Section 6.2. “Investment Grade” means a Credit Rating of at least “BBB-” from S&P and/or “Baa3” from Moody’s (or, if such entities cease to provide Credit Ratings, from another comparable rating agency that is reasonably acceptable to the Parties).
“IP Indemnity Claim” has the meaning set forth in Section 16.1(b). “ITC” means the investment tax credit established pursuant to Section 48 of the United States Internal Revenue Code of 1986.
“Joint Powers Act” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.).

8 “Joint Powers Agreement” means that certain agreement dated June 27, 2017, as amended from time to time, under which Buyer is organized as a Joint Powers Authority in accordance with the Joint Powers Act.
“Local RAR” means the local Resource Adequacy Requirements established for load-serving entities by the CAISO pursuant to the CAISO Tariff, the CPUC pursuant to the Resource Adequacy Rulings, or by any other Governmental Authority. “Local RAR” may also be known as local area reliability, local resource adequacy, local resource adequacy procurement requirements, or local capacity requirement in other regulatory proceedings or legislative actions. “LAR Attributes” means, with respect to a Facility, any and all resource adequacy attributes (or other locational attributes related to system reliability), as they are identified from time to time by the Resource Adequacy Rulings, CAISO, Local RAR, or other Governmental Authority having jurisdiction, associated with the physical location or point of electrical interconnection of the Facility within the CAISO Control Area, that can be counted toward Local RAR, but exclusive of any RAR Attributes which are not associated with where in the CAISO Control Area the Facility is physically located or electrically interconnected. For clarity, it should be understood that if the CAISO, Local RAR, or other Governmental Authority, defines new or re-defines existing local areas, then such change will not result in a change in payments made pursuant to this Agreement.
“LAR Showings” means the Local RAR compliance showings (or similar or successor showings) an LSE is required to make to the CPUC (and, to the extent authorized by the CPUC, to the CAISO) pursuant to the Resource Adequacy Rulings and the CAISO Tariff, or to an LRA having jurisdiction over the LSE.
“Law” means any applicable law, statute, rule, regulation, decision, writ, order, decree or judgment, permit or any interpretation thereof, promulgated or issued by a Governmental Authority.
“Lender” means, collectively, any Person (a) providing senior or subordinated construction, interim, back leverage or long-term debt, equity or tax equity financing or refinancing for or in connection with the development, construction, purchase, installation or operation of the Facility, whether that financing or refinancing takes the form of private debt (including back-leverage debt), equity (including tax equity), public debt or any other form (including financing or refinancing provided to a member or other direct or indirect owner of Seller), including any equity or tax equity investor directly or indirectly providing financing or refinancing for the Facility or purchasing equity ownership interests of Seller and/or its Affiliates, and any trustee or agent or similar representative acting on their behalf, (b) providing interest rate or commodity protection under an agreement hedging or otherwise mitigating the cost of any of the foregoing obligations and/or (c) participating in a lease financing (including a sale leaseback or leveraged leasing structure) with respect to the Facility. “Letter(s) of Credit” means one or more irrevocable, standby letters of credit issued by a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having a Credit Rating of at least A- with an outlook designation of “stable” from S&P or A3 with an outlook designation of “stable” from Moody’s, in a form substantially similar to the letter of credit set forth in Exhibit

9 I.
“Licensed Professional Engineer” means an independent, professional engineer selected by Seller and reasonably acceptable to Buyer, licensed in the State of California. “Losses” means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from termination of this Agreement for the remaining Contract Term, determined in a commercially reasonable manner. Factors used in determining economic loss to a Party may include, without limitation, reference to information supplied by one or more third parties, which shall exclude Affiliates of the Non-Defaulting Party, including without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs (e.g., SP-15), all of which should be calculated for the remaining Contract Term and must include the value of Capacity Attributes. “LRA” has the meaning set forth in the CAISO Tariff.
“LSE” means load-serving entity. LSEs may be an investor-owned utility, an electric service provider, a load aggregator or community choice aggregator, or a municipality serving load in the CAISO Control Area (excluding exports).
“Material Permits” means all permits required for Seller to commence construction, as set forth on Exhibit J.
“Milestones” means the development activities for significant permitting, interconnection, financing and construction milestones set forth on the Cover Sheet. “Monthly RA Capacity Payment” has the meaning specified in Section 3.7 hereof. “Moody’s” means Moody’s Investor Services, Inc. or its successor. “MTR Resource” means a resource that meets the requirements of CPUC Decision 21- 06-035, including that such resource (a) a first point of interconnection with CAISO Balancing Authority Area, (b) is incremental to the CPUC’s baseline list established pursuant to CPUC Decision 21-06-035, and (c) is a Resource Adequacy Resource that is eligible to provide RA Capacity as set forth in the Resource Adequacy Rulings. “MW” means megawatts measured in alternating current, unless expressly stated in terms of direct current.
“NERC” means the North American Electric Reliability Corporation or any successor entity.
“Network Upgrades” has the meaning set forth in the CAISO Tariff. “Net Qualifying Capacity” or “NQC” has the meaning set forth in the CAISO Tariff.

10 “Non-Availability Charges” has the meaning set forth in the CAISO Tariff. “Non-Defaulting Party” has the meaning set forth in Section 5.2. “Notification Deadline” has the meaning set forth in Section 3.4. “Outage” means any CAISO approved disconnection, separation, or reduction in the capacity of any Facility that relieves all or part of the offer obligations of the Facility consistent with the CAISO Tariff. For the avoidance of doubt, Outage shall be deemed to include Planned Outages.
“Performance Security” means (i) cash or (ii) a Letter of Credit, in the amount set forth on the Cover Sheet.
“Permitted Transferee” means (i) any Affiliate of Seller or (ii) any entity that satisfies, or is controlled by another Person that satisfies, the following requirements:
(a) A tangible net worth of not less than one hundred fifty million dollars ($150,000,000) or a Credit Rating of at least BBB- from S&P, BBB- from Fitch, or Baa3 from Moody’s; and
(b) At least two (2) years of experience in the ownership and operations of energy storage facilities similar to the Facility, or has retained a third-party with such experience to operate the Facility.
“Person” means any individual, sole proprietorship, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, incorporated organization, institution, public benefit corporation, unincorporated organization, government entity or other entity.
“Planned Outage” means a period during which the Facility is either in whole or in part not capable of providing service due to planned maintenance that has been scheduled in advance in accordance with Section 3.3.
“PNode” has the meaning set forth in the CAISO Tariff.
“Product” has the meaning set forth on the Cover Sheet. “Progress Report” means a progress report including the items set forth in Exhibit D. “Prudent Operating Practice” means (a) the applicable practices, methods and acts required by or consistent with applicable Laws and reliability criteria, and otherwise engaged in or approved by a significant portion of the electric industry during the relevant time period with respect to grid-interconnected, utility-scale battery energy storage system facilities in the Western United States, and (b) any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Operating Practice is not intended to be limited to the

11 optimum practice, method or act to the exclusion of all others, but rather to acceptable practices, methods or acts generally accepted in the industry with respect to grid-interconnected, utility-scale battery energy storage system facilities in the Western United States. Prudent Operating Practice shall include compliance with applicable Laws, applicable safety and reliability criteria, and the applicable criteria, rules and standards promulgated in the National Electric Safety Code and the National Electrical Code, as they may be amended or superseded from time to time, including the criteria, rules and standards of any successor organizations. “RA Capacity” means the qualifying and deliverable capacity of the Facility for RAR for the Delivery Term, as determined by the CPUC, CAISO, or other Governmental Authority authorized to make such determination under applicable Law, including the Resource Adequacy Rulings.
“RA Deficiency Amount” means the liquidated damages payment that Seller shall pay to Buyer for an applicable RA Shortfall , as calculated in accordance with Section 3.6(b). “RA Plan” has the meaning set forth for “Resource Adequacy Plan” in the CAISO Tariff with respect to Buyer’s monthly or annual Resource Adequacy showings. “RAR Attributes” means, with respect to a Resource Adequacy Resource, any and all resource adequacy attributes, as they are identified from time to time by the CAISO Tariff, Resource Adequacy Rulings, Local RAR, or any Governmental Authority having jurisdiction that can be counted toward RAR, exclusive of any LAR Attributes and FCR Attributes. “RA Compliance Showings” means the (a) Local RAR compliance or advisory showings (or similar or successor showings), (b) RAR compliance or advisory showings (or similar or successor showings), and (c) Flexible RAR compliance or advisory showings (or similar successor showings), in each case, an entity is required to make to the CAISO pursuant to the CAISO Tariff, to the CPUC (and, to the extent authorized by the CPUC, to the CAISO) pursuant to the Resource Adequacy Rulings, or to any Governmental Authority.
“RA Guarantee Date” means the Commercial Operation Date. “RA Rate” has the meaning set forth on the Cover sheet. “RA Shortfall” means, for a given Showing Month (as determined fifteen (15) Business Days prior to the Showing Deadline for such Showing Month), the difference, expressed in kW, of (a) the Facility’s Qualifying Capacity for such Showing Month, minus (b) the sum of (i) the portion of the Net Qualifying Capacity of the Facility for such month which is able to be shown on Seller’s Supply Plan for such Showing Month, plus (ii) Replacement RA or RA Substitute Capacity provided by Seller with respect to an expected shortfall in Resource Adequacy Benefits of the Facility for such Showing Month, if applicable.
“RA Shortfall Month” means, for purposes of calculating an RA Deficiency Amount under Section 3.6(b), any month for which there is a RA Shortfall. “RA Substitute Capacity” has the meaning set forth in the CAISO Tariff.

12 “Receiving Party” has the meaning set forth in Section 10.2. “Reliability Compensation Services Tariff” has the meaning set forth in the CAISO Tariff.
“Remedial Action Plan” has the meaning set forth in Section 2.4. “Replacement RA” means resource adequacy benefits equivalent to Resource Adequacy Benefits(including satisfying the same Slice-of-Day, generation profile and related characteristics) that would have been provided by the Facility with respect to the applicable month in which a RA Deficiency Amount is due to Buyer, and located within SP 15 TAC Area and, to the extent that the Facility would have qualified as a Local Capacity Area Resource for such month, described as a Local Capacity Area Resource.
“Requested Confidential Information” has the meaning set forth in Section 10.2. “Residual Facility Commitment” has the meaning set forth in the CAISO Tariff. “Resold Product” has the meaning set forth in Section 11.1. “Resource Adequacy Benefits” means the rights and privileges attached to the Facility that satisfy any entity’s resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include Flexible Capacity, and any local, zonal or otherwise locational attributes associated with the Facility.
“Resource Adequacy Plan” has the meaning specified in the CAISO Tariff. “Resource Adequacy Requirements” or “RAR” means the resource adequacy requirements, exclusive of Local RAR and FCR, established for LSEs by the CPUC pursuant to the Resource Adequacy Rulings, or by an LRA or other Governmental Authority having jurisdiction over resource adequacy requirements.
“Resource Adequacy Resource” shall have the meaning used in Resource Adequacy Rulings.
“Resource Adequacy Rulings” means CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-04-040, 06-06-064, 06-07-031, 07-06-029, 08-06-031, 09-06-028, 10-06-036, 11-06-022, 12-06-025, 13-06-024, 14-06-050, 15-06-063, 16-06-045, 17-06-027, 18-06-030, 18- 06-031, 19-02-022, 19-06-026, 19-10-021, 20-01-004, 20-03-016, 20-06-002, 20-06-028, 20-06- 031, 20-12-006, 21-06-029, 21-07-014, 22-03-034, 22-06-050, 22-12-028, 22-08-039, 23-04-010 and any other existing or subsequent ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, however described, as such decisions, rulings, Laws, rules or regulations may be amended or modified from time-to-time throughout the Delivery Term. “Resource Category” shall be as described in the CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time.

13 “RMR Contracts” has the meaning set forth in the CAISO Tariff. “S&P” means the Standard & Poor’s Financial Services, LLC (a subsidiary of S&P Global Inc.) or its successor.
“Scheduling Coordinator” or “SC” 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 Tariff, as amended from time to time.
“Security Interest” has the meaning set forth in Section 13.3(a). “Seller” has the meaning set forth in the Cover Sheet.
“Settlement Amount” means the Non-Defaulting Party’s Costs and Losses, on the one hand, netted against its Gains, on the other. If the Non-Defaulting Party’s Costs and Losses exceed its Gains, then the Settlement Amount shall be an amount owing to the Non-Defaulting Party. If the Non-Defaulting Party’s Gains exceed its Costs and Losses, then the Settlement Amount shall be zero dollars ($0). The Settlement Amount does not include consequential, incidental, punitive, exemplary or indirect or business interruption damages. “Showing Month” shall be the calendar month of the Delivery Term that is the subject of the RA Compliance Showing, as set forth in the Resource Adequacy Rulings and outlined in the CAISO Tariff. For illustrative purposes only, pursuant to the CAISO Tariff and Resource Adequacy Rulings in effect as of the Effective Date, the monthly RA Compliance Showing made in June is for the Showing Month of August.
“Site” means the real property on which the Facility is or will be located, as further described in Exhibit A, and as shall be updated by Seller at the time Seller provides an executed Construction Start Date certificate in the form of Exhibit C-2 to Buyer; provided, any such update to the Site that includes real property that was not originally contained within the Site boundaries described in Exhibit A shall be subject to Buyer’s approval of such updates in its sole discretion. “Site Control” means that, for the Term, Seller (or, prior to the Delivery Term, its Affiliate): (a) owns or has the option to purchase the Site; (b) is the lessee or has the option to lease the Site; or (c) is the holder of an easement or an option for an easement, right-of-way grant, or similar instrument with respect to the Site.
“SOD” or “Slice-of-Day” has the meaning set forth in the Resource Adequacy Rulings. “Supply Chain Code” has the meaning in Exhibit G.
“Supply Plan” means the supply plans, or similar or successor filings, that each Scheduling Coordinator representing RA Capacity submits to the CAISO, LRA, or other Governmental Authority, pursuant to applicable Law, in order for that RA Capacity to count, as applicable, for RAR Attributes, LAR Attributes, and/or FCR Attributes.
“Terminated Transaction” has the meaning set forth in Section 5.2.

14 “Termination Payment” has the meaning set forth in Section 5.3(b). “Transmission Provider” means any entity that owns, operates and maintains transmission or distribution lines and associated facilities and/or has entitlements to use certain transmission or distribution lines and associated facilities for the purpose of transmitting or transporting the Facility Energy from the Delivery Point. “Transmission System” means the transmission facilities operated by the CAISO, now or hereafter in existence, which provide energy transmission service downstream from the Delivery Point.
“Ultimate Parent” means Upstream Renewable Dev I LLC, a Delaware limited liability company.

1.2 Rules of Interpretation.

In this Agreement, except as expressly stated otherwise or unless the context otherwise requires:
(a) headings and the rendering of text in bold and italics are for convenience and reference purposes only and do not affect the meaning or interpretation of this Agreement; (b) words importing the singular include the plural and vice versa and the masculine, feminine and neuter genders include all genders; (c) the words “hereof”, “herein”, and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) a reference to an Article, Section, paragraph, clause, Party, or Exhibit is a reference to that Article, Section, paragraph, clause of, or that Party or Exhibit to, this Agreement unless otherwise specified;
(e) a reference to a document or agreement, including this Agreement shall mean such document, agreement or this Agreement including any amendment or supplement to, or replacement, novation or modification of this Agreement, but disregarding any amendment, supplement, replacement, novation or modification made in breach of such document, agreement or this Agreement;
(f) a reference to a Person includes that Person’s successors and permitted assigns;
(g) the terms “include” and “including” mean “include or including (as applicable) without limitation” and any list of examples following such term shall in no way restrict or limit the generality of the word or provision in respect of which such examples are provided;
(h) references to any statute, code or statutory provision are to be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or

15 re-enacted, and include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires; (i) in the event of a conflict, a mathematical formula or other precise description of a concept or a term shall prevail over words providing a more general description of a concept or a term;
(j) references to any amount of money shall mean a reference to the amount in United States Dollars;
(k) the expression “and/or” when used as a conjunction shall connote “any or all of”;
(l) words, phrases or expressions not otherwise defined herein that (i) have a generally accepted meaning in Prudent Operating Practice shall have such meaning in this Agreement or (ii) do not have well known and generally accepted meaning in Prudent Operating Practice but that have well known and generally accepted technical or trade meanings, shall have such recognized meanings; and
(m) each Party acknowledges that it was represented by counsel in connection with this Agreement and that it or its counsel reviewed this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

ARTICLE 2
TERM; CONDITIONS PRECEDENT

2.1 Delivery Term. The term of this Agreement shall commence upon the Effective Date and shall continue until the conclusion of the Delivery Term, subject to any early termination provisions set forth herein (“Contract Term”); provided, this Agreement shall thereafter remain in effect until the Parties have fulfilled all obligations arising under this Agreement, including any compensation for the Product, Termination Payment, then-owing indemnification payments, or other damages are paid in full (whether directly or indirectly, such as through set-off or netting) and the Performance Security is released and/or returned. All provisions relating to invoicing, payment, delivery, settlement of other liabilities incurred pursuant to this Agreement and dispute resolution survive for the period necessary to effectuate the rights of the Party benefited by such provision except as otherwise specified herein. Notwithstanding anything to the contrary in this Agreement, (i) all rights under Sections 16.1 (Indemnities) and any other indemnity rights survive the end of the Delivery Term for an additional twelve (12) months; (ii) all rights and obligations under Article 10 (Confidentiality) survive the end of the Delivery Term for an additional two (2) years; and (iii) all provisions relating to limitations of liability survive without limit.

2.2 Conditions Precedent. The Delivery Term shall not commence until Seller completes to Buyer’s reasonable satisfaction each of the following conditions, which Buyer shall, if submitted by Seller within ten (10) Business Days of the expected Commercial Operation Date, review and either accept or provide Notice stating in reasonable detail the basis for Buyer’s

16 rejection thereof within five (5) Business Days of receipt thereof; provided, if Buyer fails to provide such response to Seller within such five (5) Business Day period, if Seller provides a second Notice to Buyer of satisfaction of such condition, and Buyer fails to respond within five (5) Business Days from receipt of such second Notice, Seller shall be deemed to have satisfied such condition):
(a) Seller shall have delivered to Buyer a completion certificate from a Licensed Professional Engineer substantially in the form of Exhibit C-1 and that sets forth the Installed Capacity on the Commercial Operation Date;
(b) A Participating Generator Agreement and a Meter Service Agreement between Seller and CAISO shall have been executed and delivered and be in full force and effect, and a copy of each such agreement delivered to Buyer;
(c) An Interconnection Agreement between Seller and the Transmission Provider shall have been executed and delivered and be in full force and effect and a copy of the Interconnection Agreement delivered to Buyer;
(d) All applicable regulatory authorizations, approvals and permits for the operation of the Facility have been obtained and all conditions thereof that are capable of being satisfied on the Commercial Operation Date have been satisfied and shall be in full force and effect;
(e) Seller has obtained CAISO Certification for the Facility; (f) The Facility is providing Resource Adequacy Benefits for the month in which Delivery Term commences;
(g) Seller has delivered the Performance Security to Buyer in accordance with Section 13.2;
(h) Seller (or its designated agent) is authorized to act as Scheduling Coordinator for the Facility;
(i) Seller has delivered to Buyer an officer’s certificate stating that Seller has not utilized any equipment or resources in connection with the construction, commissioning or testing of the Facility in violation of Section 2.3(b); and (j) Seller has paid Buyer for all amounts owing under this Agreement as of the Commercial Operation Date, if any, including Daily Delay Damages.

2.3 Development; Construction; Progress Reports.
(a) Within fifteen (15) days after the close of (i) each calendar quarter from the first calendar quarter following the Effective Date until the Construction Start Date, and (ii) each calendar month from the first calendar month following the Construction Start Date until the Commercial Operation Date, Seller shall provide to Buyer a Progress Report and agree to regularly scheduled meetings between representatives of Buyer and Seller to review such reports and discuss

18 (a) During the Delivery Term, Buyer shall purchase all the Product produced by or associated with the Facility at the Capacity Price and in accordance with Section 3.7, and Seller shall supply and deliver to Buyer at the Delivery Point all the Product produced by or associated with the Facility in accordance with the terms of this Agreement. Seller shall use commercially reasonable efforts to enable Buyer to utilize all characteristics of the Capacity Attributes the Facility is capable of providing, including all hourly characteristics pursuant to the Slice of Day framework, and other associated products as set forth from time to time in the Resource Adequacy Rulings and CAISO Tariff. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point.

Buyer shall be responsible for any costs or charges imposed on or associated with the Product or its receipt at and from the Delivery Point. Notwithstanding anything to the contrary herein, no energy or ancillary services associated with the Facility are required to be made available to Buyer as part of this Agreement, and Buyer shall not be responsible for compensating Seller for Seller’s commitments to the CAISO required by this Agreement.
(b) Seller shall obtain Full Capacity Deliverability Status for the Guaranteed Capacity in the CAISO generator interconnection process. As between Buyer and Seller, Seller shall be responsible for the cost and installation of any Network Upgrades associated with obtaining such Full Capacity Deliverability Status. Throughout the Delivery Term, subject to Section 3.9, Seller shall maintain eligibility for Full Capacity Deliverability Status for the Installed Capacity from the CAISO and shall perform all actions necessary to ensure that the Facility qualifies to provide the Product to Buyer.

3.2 Interconnection Capacity. Seller shall be responsible for all costs of interconnecting the Facility to the Delivery Point. Seller shall have and maintain interconnection capacity available or allocable to the Facility that is no less than the Interconnection Capacity Limit throughout the Delivery Term.

3.3 Planned Outages. Seller shall schedule all Planned Outages within the time-period determined by the CAISO for the Facility, as a Resource Adequacy Resource that is subject to the Availability Standards, to qualify for an “Approved Maintenance Outage” under the CAISO Tariff. Seller shall reimburse Buyer for any cost Buyer incurs to provide Replacement RA, as required by the CAISO, during any Planned Outages (including the cost of procuring Replacement RA for a full calendar month during any month in which a Planned Outage is planned or scheduled). Notwithstanding anything in this Agreement to the contrary, no Planned Outages of the Facility shall be scheduled or planned from each June 1 through October 31 during the Delivery Term, unless (i) required to maintain any manufacturer’s warranties on Facility equipment; (ii) required in accordance with Prudent Operating Practice to prevent a future unscheduled outage or damage to the Facility, or (iii) otherwise approved by Buyer in writing in its sole discretion.

3.4 Replacement RA.
(a) The “Notification Deadline” for a given Showing Month shall be twenty (20) Business Days before the earlier of the relevant deadlines for (a) the corresponding CPUC RAR Showings, LAR Showings and/or FCR Showings, as applicable for that Showing Month, or (b) submission of the CAISO Supply Plan filings applicable to that Showing Month.