Agenda packet — Clean Power Alliance Board of Directors, October 16, 2025

Board of Directors of the
Clean Power Alliance of Southern California
Regular Meeting
Thursday, October 16, 2025
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
357 Van Ness Way, Suite 90
Torrance, CA 90501
Simi Valley City Hall
City Manager’s Conference Room
2929 Tapo Canyon Road
Simi Valley, CA 93063
Hawthorne City Hall
Administrative Office
4455 W. 126th Street
Hawthorne, CA 90250
Sheraton Waikiki Beach Resort
Waikiki Room
2255 Kalakaua Avenue
Honolulu, HI 96815
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 Agenda Page 1
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.

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

CALL TO ORDER AND PLEDGE OF ALLEGIANCE

ROLL CALL

GENERAL PUBLIC COMMENT

CONSENT AGENDA

1. Approve Minutes from the September 4, 2025, Board of Directors Meeting

2. A. Approve Professional Services Agreement with Municipal Capital Markets Group, Inc. with a Per-Transaction Fee of $281,500 and a Total Not-to-Exceed Amount of $1,126,000, to be Paid from Bond Proceeds, for Municipal Financial Advisory, Guaranteed Investment Contract Broker, and Qualified Independent Representative Services on One or More Future Energy Prepayment Bond Transactions; and,
B. Approve Legal Services Agreement with Chapman and Cutler, LLP with a Per-Transaction Fee of $175,000 for the First Two Completed Transactions and $125,000 for Every Completed Transaction thereafter and a Total Not-to-Exceed Amount of $600,000 for Prepay Legal Counsel Services on One or More Future Energy Prepayment Bond Transactions

3. Approve and Authorize the Chief Executive Officer to Execute a One-Year Professional Services Agreement with Help Good LLC for Creative Services in a Not-to-Exceed Amount of $348,300 for the One-Year Initial Term and for Each of the Two Optional One-Year Renewal Terms for a Total Not-to-Exceed Amount of $1,044,900
Agenda Page 2

4. Receive and File Monthly Bill Positions Report

5. Receive and File Monthly Community Advisory Committee Report

REGULAR AGENDA
Action Item

6. Approve and Authorize the Chief Executive Officer to Execute Amendments to the Eleven Power Purchase Agreement Special Conditions with Coast Energy DevCo LLC for the Power Ready Program
Information Item

7. Receive Presentation on the Implementation of Base Services Charge by Southern California Edison

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 NOVEMBER 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.

Agenda Page 3
Commonly Used Acronyms
BESS Battery Energy Storage System
CAC Community Advisory Committee
CAISO California Independent System Operator
CALCCA California Community Choice Association
CalEVIP California Electric Vehicle Incentive Program
CARB California Air Resources Board
CARE California Alternate Rates for Energy (Low Income Discount Rate) CCA Community Choice Aggregation
CEC California Energy Commission
CPUC California Public Utilities Commission
DA Direct Access (Private Retail Energy Supplier)
DAC Disadvantaged Community (As Defined by Calenviroscreen 3.0) DER Distributed Energy Resources
DR Demand Response
ERMP Energy Risk Management Policy
ERRA Energy Resource Recovery Account (SCE Generation Rate Setting)
ESA Energy Storage Agreement
EVSE Electric Vehicle Supply Equipment (EV Charger)
FERA Family Electric Rate Assistance (Low Income Discount Rate) GHG Greenhouse Gas
IOU Investor Owned Utility
IRP Integrated Resource Plan
JPA Joint Powers Authority
Agenda Page 4
Commonly Used Acronyms
Kwh Kilowatt-Hour (A Measure of Energy Used in A One-Hour Period) Kw Kilowatt = 1,000 Watts (Watt = A Measure of Instantaneous Power) LSE Load Serving Entity
MB Medical Baseline (Discount Rate for Medical Equipment Needs) MW Megawatt = 1,000 Kilowatts
Mwh Megawatt-Hour = 1,000 Kilowatt-Hours
NEM Net Energy Metering (Usually for Customers with Solar) OAT Other Applicable Tariffs
PCIA Power Charge Indifference Adjustment (Can Be Called “Exit Fee”) PCC1 Renewable Energy Generated Inside California
PCC2 Renewable Energy Generated Outside California
PCC3 A REC from A Renewable Resource, Delivered Without Energy PCL Power Content Label
POU Publicly Owned or Municipal Utility
PPA Power Purchase Agreement
PSPS Public Safety Power Shutoff
PV Photovoltaic (Solar) Panels
RA Resource Adequacy
REC Renewable Energy Credit
RPS Renewables Portfolio Standard
T&D Transmission and Distribution
TOU Time Of Use (Used to Refer to Rates that Differ by Time Of Day) WECC Western Electricity Coordinating Council
Agenda Page 5
Staff Report – Agenda Item 1
To: Board of Directors
Subject: Approve Minutes from the September 4, 2025, Board of Directors Meeting
Date: October 16, 2025

RECOMMENDATION
Approve.

ATTACHMENT

1. Minutes

Agenda Page 6
Board of Directors Item 1

MINUTES
Board of Directors of the
Clean Power Alliance of Southern California
Regular Meeting
Thursday, September 4, 2025, 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
City of Claremont
City Yard/Community Services Department
Conference Room
1616 Monte Vista Avenue
Claremont, CA 91711
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
357 Van Ness Way, Suite 90
Torrance, CA 90501
Whittier City Hall
Admin Conference Room
13230 Penn Street
Whittier, CA 90602
Hotel Dolce Vita Resort
3rd Floor Conference Room
43 Avenue Mwungo
Bujumbura, Burundi

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

PLEDGE OF ALLEGIANCE
Director Hernandez led the Pledge of Allegiance.

Roll Call
1 Agoura Hills Deborah Klein Lopez Chair Present
2 Alhambra Jeff Maloney Director Present
3 Arcadia Absent
4 Beverly Hills Julian Gold Alternate Present
5 Calabasas Ed Albrecht Director Remote
6 Camarillo Susan Santangelo Director Remote

Agenda Page 7
Board of Directors Item 1
7 Carson Cedric Hicks Director Remote
8 Claremont Corey Calaycay Director Remote
9 Culver City Yasmine-Imani
McMorrin Director Present
10 Downey Absent
11 Hawaiian Gardens Absent
12 Hawthorne Alex Monteiro Director Present
13 Hermosa Beach Doug Krauss Alternate Remote
14 La Cañada Flintridge Stephanie Fossan Director Present 15 Los Angeles County Rita Kampalath Alternate Present
16 Lynwood Juan Muñoz-Guevara Director Present
17 Malibu Marianne Riggins Director Remote
18 Manhattan Beach David Lesser Director Remote
19 Monrovia Edward Belden Director Present
20 Moorpark Chris Barrett Director Remote
21 Ojai Michelle Ellison Alternate Remote
22 Oxnard Bert Perello Director Remote
23 Paramount Michelle Muller Alternate Remote
24 Port Hueneme Laura Hernandez Director Present
25 Redondo Beach Brad Waller Director Remote
26 Rolling Hills Estates Steve Zuckerman Alternate Remote 27 Santa Monica Absent
28 Santa Paula Jenny Crosswhite Director Present
29 Sierra Madre Robert Parkhurst Director Present
30 Simi Valley Rocky Rhodes Director Remote
31 South Pasadena Omari Ferguson Director Present
32 Temple City Ed Chen Director Present
33 Thousand Oaks David Newman Director Remote
34 City of Ventura Absent
35 Ventura County Vianey Lopez Vice Chair Present

Agenda Page 8
Board of Directors Item 1
36 West Hollywood John Erickson Director Present
37 Westlake Village Kristopher Galvez Alternate Remote
38 Whittier Mary Ann Pacheco Director Remote
All votes are unanimous unless otherwise stated.

GENERAL PUBLIC COMMENT
There was no public comment.

CONSENT AGENDA

1. Approve Minutes from the July 10, 2025, Board of Directors Meeting

2. Approve and Authorize the Chief Executive Officer to Execute the Memorandum of Understanding with the County of Los Angeles to receive up to $964,800 of Grant Funds from the California Energy Commission’s Equitable Building Decarbonization Direct Install Program through December 31, 2029

3. Approve and Authorize the Chief Executive Officer to Execute the Amendments to the Renewable Power Purchase Agreements with Solar Star 3, LLC and Solar Star 4, LLC, for the Solar Star Solar and Battery Energy Storage System Projects

4. Approve and Authorize the Chief Executive Officer to Execute the Professional Services Agreement with Yes Energy for Settlement Software, Cloud Hosting Services, Operational Support and Maintenance, and Implementation for a One-Year Initial Term with Two Optional Successive One-Year Terms for a Total Contract Value of up to $976,874

5. Receive and File Conflict of Interest Code Update

6. Receive and File Annual Electricity Usage by Jurisdiction

7. Receive and File Q2 Risk Management Team Report

8. Receive and File Q3 Communications Report

9. Receive and File Q3 Member Agency Programs Report

10. Receive and File September 2025 Bill Positions Report

11. Receive and File Monthly Community Advisory Committee Report Motion: Director Muñoz-Guevara, Lynwood
Second: Director Parkhurst, Sierra Madre
Vote: The consent agenda was approved by roll call vote.

REGULAR AGENDA

12. Approve and Authorize the Chief Executive Officer to Execute Two 15-Year Renewable Power Purchase Agreements with SunZia Wind North LLC for 37.3 MW and with SunZia Wind South LLC for 87.7 MW for a Combined Total of 125 MW of Incremental Capacity
Lindsay Descagnia, Vice President, Power Supply, presented the item. The proposed SunZia North PPA is 37.3 MW; the South PPA is 87.7 MW. Wind projects are scarce and projects in earlier stages of development face an uncertain future due to changes in tax credits, tariffs, and other federal policies. However, SunZia is in an advanced stage of construction and is unlikely to be impacted by these changing policies. Ms. Descagnia provided a project overview. Some considerations for moving the project forward include portfolio diversity, project maturity, lack of tariff and tax credit risks, and RA compliance.

Agenda Page 9
Board of Directors Item 1
In response to Director Ferguson’s questions regarding ranking, staff explained that higher scores are given to projects in Los Angeles or Ventura Counties and those in a federally designated energy community of high level of fossil fuel employment and a high level of unemployment overall. The development score takes into account transmission and interconnection aspects. In response to Director Gold’s inquiry about risk, staff indicated that risk is low because the SunZia project is under construction and ahead of schedule; there would be more concern about portfolio concentration if the project was earlier in the development stage. Risks such as earthquakes, are addressed by the fact that the developer has to deliver the energy to get paid, providing a strong incentive to correct any operational problems quickly. Staff added that they did not procure more energy because CPA will receive the amount of renewable energy needed at the right time; the delivery date was negotiated in favor of CPA. Director Perello asked if President Trump had canceled the Lava Ridge wind project in Idaho; staff responded affirmatively and stated that the cancellation had been done under Executive Order. Director Krauss asked why the SunZia project was not canceled by Executive Order, and staff stated that this project is on private land and federal leverage over the project was small. Director Parkhurst praised staff for ensuring RA was part of the project.

Motion: Director Parkhurst, Sierra Madre
Second: Director Muñoz-Guevara, Lynwood
Vote: Item 12 was approved by roll call vote.

13. (A) Adopt Resolution 25-09-092 Authorizing the Offer of Membership to the Cities of Cudahy and Fillmore to Join CPA with Service to Customers to Begin in 2027 or the Year Specified by the California Public Utilities Commission in its Approval of CPA’s Addendum to its Implementation Plan, if Later than 2027; and, (B) Direct Staff to Prepare an Implementation Plan Addendum and any Related Documents as Required by the CPUC for Consideration by the Board of Directors at a Public Hearing at the December 4, 2025, Meeting
Ted Bardacke, Chief Executive Officer, stated that the Cities of Cudahy and Fillmore are proposed to be CPA member agencies with service starting in 2027, bringing CPA membership to 40 jurisdictions. The addition of these cities meets Board priorities for expansion and would add 11,331 new customers. Feasibility studies have concluded that the overall financial impact on CPA will be minimal.

CPA would fill out its service territory and strengthen its market position and political impact. Mr. Bardacke discussed projected first-year financial impacts and noted that the Executive Committee supports the proposed expansion.

Director Erickson asked if any efforts are underway to shorten the timeline for joining CPA. Mr. Bardacke explained that the CPUC regulators added a one-year waiting period to address concerns about Resource Adequacy (RA) and system reliability. Director Muñoz-Guevara expressed support for Cudahy to be a CPA member, noting the timeliness of joining CPA as the city recently agreed to a settlement with Delta Airlines for dumping jet fuel on the city in 2020. In response to Director Hicks’ question about considerations for expansion, Mr. Bardacke stated a one-year pause on expansion had been put in last year as the organization took in six new cities and shored up renewable energy availability. After Cudahy and Fillmore, the main consideration would be governance structure, which would be a topic for a future Board retreat. Director Zuckerman asked about the possible impacts of candidate cities in the future, choosing energy options that include high

Agenda Page 10
Board of Directors Item 1
amounts of renewables or having high-volume electricity consumers, such as industrial customers. Staff responded that the feasibility study examines consumer composition and load profile.

Motion: Director Hicks, Carson
Second: Director Zuckerman, Rolling Hills Estates
Vote: Item 13 was approved by roll call vote.

14. Receive Presentation on CPA’s TOU-SMART Rate and Provide Feedback on a Proposed Pilot Program
Karen Schmidt, Senior Director, Rates and Strategy, presented the TOU-SMART rate option, which provides a lower daytime rate between the hours of 8 a.m. and 4 p.m., and higher overnight rates from 9 p.m. to 8 a.m. The goal is to encourage customers to use power, for instance to charge EVs, during the day when solar power is abundant. In addition to offering TOU-SMART as an opt-in rate for interested customers, CPA staff propose launching a 2-year pilot program to default approximately 2,600 customers from the 36,000 currently on the standard TOU-D-PRIME rate. Their participation in the new rate would enable staff to assess impact on customer response and bills and on CPA energy costs and GHG emissions. Customers defaulted to TOU-SMART would be able to opt back to TOU-D-PRIME, or any other Domestic rate, at any time, and would receive bill protection if the program does not provide them with savings. The results of the pilot will inform future CPA rate and program design to support load shifting.

Voluntary participation is likely to garner low enrollment and will limit CPA’s ability to assess the rate’s impact. A default pilot program would allow evaluation of the impact of price signals on customer load-shifting and costs. The program would include a buffer for opt-outs and help inform new rates and programs. Ms. Schmidt described how the participants would be selected, notified, and surveyed.

Director Newman inquired about the selection process of the 2,600 customers and the efficacy of such a pool of customers. Ms. Schmidt explained that the 2,600 were chosen from the pool of customers already receiving the standard TOU-D-PRIME rate, reflecting the appropriate energy use profile. The load forecasting team is experienced in statistics and designed the program for the best distribution and data collection. Staff clarified for Director Riggins that marketing staff are preparing outreach materials and methods to educate customers on switching power use outside the peak hours of 4 p.m. to 9 p.m. In response to Director Zuckerman’s questions about customer access to their historic electricity usage and the fiscal impact in case of high enrollment in the TOU-SMART rate, staff explained that a customer can ask for a rate calculation in order to make a decision about participation; the TOU-SMART rates were designed to be revenue neutral.

The goal is to change customer behavior so that the energy is less expensive for the consumer and CPA.

Director Lesser asked for clarification on the benefits of the program to CPA. Staff noted that if customers use energy during the day, it costs less and generates less emissions because it is primarily renewable solar. After midnight, for example, energy sources can include more expensive power like natural gas because batteries have run out. Changing behavior can provide cost savings to both CPA and customers. Director Ferguson encouraged staff to consider the location and socioeconomic status of customers in the pilot, and to analyze customer’s peak

Agenda Page 11
Board of Directors Item 1
usage times and their level of electrification. Director Fossan thanked staff for excluding the new member agencies from the program, as this can cause confusion to new CPA customers. In response to Director Belden’s inquiry about commercial customers, staff stated that most are on a Time-of-Use rate already, and some don’t have flexibility in shifting load. In response to Director Muñoz-Guevara’s question about the risk of high opt-outs, staff noted that the program includes an assumed buffer for opt-outs, and that additional customers could be enrolled as needed. Director Parkhurst suggested that staff provide customers with specific uses that could be shifted, such as running pool filters. Ms. Schmidt stated that CPA is working on informing customers about the benefits of load shifting.

Staff confirmed for Directors Gold and Crosswhite that the bill protection would run for two years instead of one, and the program will have no effect on transmission cost and will primarily save money on the acquisition of electricity. Director Gold raised a concern that the program may help people who work from home more and that combined with discounts affecting only the generation part of the bill, the random sampling may yield limited results. Director Chen commented that price incentives do work, pointing to charges for excessive water usage and solid waste generation.

COMMITTEE CHAIR UPDATES
Director Parkhurst, Chair of the Energy Committee, reported on RFO activities including the upcoming Innovation Solicitation RFO and approval of the 2025 Power Share Shortlist and Waitlist.

MANAGEMENT REPORT
Ted Bardacke, Chief Executive Officer, congratulated the Cities of Carson and Hawthorne for their new Power Share projects, and the City of Hermosa Beach for completion of an Energized Communities project. He echoed Director Parkhurst’s excitement over the approved projects from the Power Share RFO and reported on the enrollment activities in new member agencies La Cañada Flintridge, Lynwood, and Port Hueneme. He also announced that the application period for Round 2 of the Energized Communities Innovation Fund is open, and applications are due October 8, 2025.

BOARD MEMBER COMMENTS
None.

REPORT FROM THE CHAIR
Chair Klein Lopez encouraged Board members to attend the Board Retreat scheduled for September 26, 2025.

ADJOURN
Chair Klein Lopez adjourned the meeting at 4:13 p.m.

Agenda Page 12
Staff Report – Agenda Item 2
To: Board of Directors
From: Kate Freeman, Strategic Finance Manager
Reviewed by: David McNeil, Chief Financial Officer
Nancy Whang, General Counsel
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Professional Services Agreement with Municipal Capital Markets Group, Inc. (“MCM”) and Legal Services Agreement with Chapman and Cutler, LLP (“Chapman”)
Date: October 16, 2025

RECOMMENDATION
a) Approve Professional Services Agreement with Municipal Capital Markets Group, Inc. (“MCM”) with a per-transaction fee of $281,500 and a total Not-to-Exceed Amount of $1,126,000, to be paid from Bond Proceeds, for municipal financial advisory, guaranteed investment contract (GIC) broker, and Qualified Independent Representative (QIR) services on one or more future energy prepayment bond transactions.
b) Approve Legal Services Agreement with Chapman and Cutler, LLP (“Chapman”) with a per-transaction fee of $175,000 for the first two completed transactions and $125,000 for every completed transaction thereafter and a total Not-to-Exceed Amount of $600,000 for prepay legal counsel services on one or more future energy prepayment bond transactions.

At its September 24th, 2025 meeting, the Finance Committee recommended that the Board select MCM and Chapman to support future energy prepay bond transactions.

Agenda Page 13
Board of Directors Item 2

BACKGROUND
In May 2024, the Board approved professional service agreements with MCM and Chapman to support the issuance of future energy prepay bond transactions. In July 2024, the Board adopted Resolutions supporting the issuance of up to $4.5 billion of energy prepay transactions on CPA’s behalf by California Community Choice Financing Authority (“CCCFA”). CPA subsequently completed three prepay bond transactions consistent with the Board authority provided in July 2024. The transactions result in an aggregate expected energy cost savings of $262 million:
• CPA’s third prepay bond transaction was completed in August 2024 in the par amount of $1,524 million. The transaction is expected to provide CPA with energy cost savings of $93 million over the initial eight-year period of the bond. • CPA’s fourth prepay bond transaction was completed in November 2024 in the par amount of $1,153 million. The transaction is expected to provide CPA with energy cost savings of $70 million over the initial eight-year period of the bond. • CPA’s fifth prepay bond transaction was completed in December 2024 in the par amount of $1,291 million. The transaction is expected to provide CPA with energy cost savings of $99 million over the initial eight-year period of the bond.

These three bonds issued in 2024 are additive to two other prepay bond transactions completed by CPA in February and June of 2023. In aggregate, the five bond transactions are worth $5.925 billion and are providing CPA with energy cost savings of approximately $45.3 million annually. Based on its existing portfolio of long-term renewable PPAs and assuming favorable market conditions, staff believe CPA can complete up to $4.5 billion of new prepay transactions before the end of Q2 2027.

A municipal financial advisor (MFA) and legal counsel are required to support CPA through the process of structuring and executing prepay bond transactions. These service providers support the evaluation of potential Underwriters & Prepaid Suppliers and engage in ongoing deliberations with the Underwriter & Prepaid Suppliers and their related counsel (including bond and tax counsel) to negotiate and structure prepay transactions. The MFA assumes fiduciary responsibilities to CPA in connection with the

Agenda Page 14
Board of Directors Item 2
prepays and provides services such as transaction modeling and analysis, financial market advisory and expertise, project management, and support in prepay contract negotiation and document preparation. The MFA also provides brokerage services for the placement of Guaranteed Investment Contracts (GICs) in association with prepay transactions which provide additional savings to CPA.

Prepay counsel assume fiduciary responsibilities to CPA, serve as CPA’s Disclosure Counsel, and render legal services including but not limited to providing advice, counsel and subject matter expertise in the negotiation and drafting of all prepay agreements and documentation. The activities of prepay counsel are directed by CPA’s General Counsel.

DISCUSSION
In August 2025, staff identified MCM and Chapman as Best Value vendors in accordance with CPA’s Non-Energy Public Contracting Policy to provide Specialized Services in support of one or more future CPA prepay transactions. Staff presented to the CPA Finance Committee on September 24, 2025, and received the Committee’s recommendation that the CPA Board approve service contracts with MCM and Chapman at its October 16, 2025 meeting.

The pool of qualified vendors to provide MFA and prepay counsel services is very small.

John Norman and Tyler Noble of MCM and Doug Bird, Jacquelyn Cerasuolo, and Juliet Huang of Chapman served as the MFA and GIC Broker, and Prepay Counsel, respectively, in each of CPA’s first five prepay transactions. Staff has had a positive experience working with these providers. MCM and Chapman offer industry-leading expertise and each firm has supported the completion of over 70 prepay transactions since 2016.

The proposed contracts with MCM and Chapman are substantially similar to those approved by the Board in May 2024 to support the 2024 prepay transactions. MCM and Chapman have both offered competitive pricing consistent with, or at a discount to, the pricing offered on CPA’s 2024 prepays.

Agenda Page 15
Board of Directors Item 2
Under the proposed Professional Services Agreement, compensation to MCM consists of flat per-transaction fees—a $200,000 Transaction Fee, a $50,000 Report Fee, and a $31,500 Transaction Fee for GIC brokerage services—that are payable only upon the successful completion of a prepay bond transaction. These fees are consistent with the terms of the 2024 prepay services agreement with MCM and together comprise total per-transaction compensation to MCM that shall not exceed $281,500. The total compensation payable to MCM under the Agreement shall not exceed $1,126,000 (reflecting a maximum of four prepay transactions). As in prior services agreements with MCM, MCM shall be paid 75% of the Transaction Fee from bond proceeds in the event CPA terminates the Agreement for convenience thirty or fewer days prior to the closing date of the prepay transaction. In the event the prepay transaction is not successfully closed, no compensation is owed to MCM.

Under the proposed Legal Services Agreement, compensation to Chapman consists of a flat per-transaction fee of $175,000 for the first two transactions and $125,000 for each transaction thereafter, this reflects up to $100,000 reduction from the NTE payable under the 2024 legal services agreement with Chapman. The total compensation payable to Chapman under the legal services agreement shall not exceed $600,000 (reflecting a maximum of four prepay transactions)
As with the prior prepay transactions, payments to MCM and Chapman are contingent upon the successful completion of each prepay transaction and are payable by CCCFA out of bond proceeds.

NEXT STEPS
Following approval of contracts with MCM and Chapman, CPA will continue due diligence on and negotiations with Underwriters & Prepaid Suppliers to prepare pro forma contracts for structuring one or more prepay transactions. Subject to the outcome of due diligence and negotiations, Staff anticipates that it will prepare Resolutions for the Board at its November 2025 meeting requesting authorization to execute up to $4.5 billion of prepay

Agenda Page 16
Board of Directors Item 2
transactions with one or more Underwriters & Prepaid Suppliers, subject to the achievement of minimum savings and other conditions.

FISCAL IMPACT
Fees are paid from bond proceeds and are not a direct CPA expense.

ATTACHMENTS

1. Professional Services Agreement with MCM

2. Legal Services Agreement with Chapman

Agenda Page 17
1 Clean Power Alliance of Southern California
This Professional Services Agreement (this “Agreement”), dated and effective as of October 17, 2025 (the “Effective Date”), is made by and between:

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA (“CPA”), and MUNICIPAL CAPITAL MARKETS GROUP, 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 which will provide CPA with municipal advisory services and guaranteed investment contract (“GIC”) brokerage services as a Specialized Service;
WHEREAS, CPA selected Contractor because Contractor has the expertise and specialized experience to provide the services to CPA and offered CPA the Best Value;
WHEREAS, Contractor desires to provide the municipal advisory and GIC brokerage Specialized Services to CPA;
WHEREAS, the purpose of this Agreement is to set forth the terms and conditions upon which Contractor shall provide services to CPA; NOW, THEREFORE, it is agreed based on the consideration set forth below by the Parties to this Agreement as follows:

AGREEMENT

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

Agenda Page 18
2 by Contractor, its officers, employees and agents for CPA for the performance of, the purpose of, or in the course of implementing this Agreement. e. “CPA Product” includes collectively CPA Data, CPA Information, and CPA Materials.
f. “Services” shall mean the scope of work Contractor provides to CPA as specified in Exhibit A.

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

Exhibit A – Scope of Work
Exhibit B – Reserved
Exhibit C – Compensation
Exhibit D – Required Disclosure of Violations of Compliance Policies and Procedures Exhibit E – G-42 Conflicts Disclosure
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, D, and E in that order.

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

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

5. Term
Subject to compliance with all terms and conditions of this Agreement, the term of this Agreement shall extend until the earlier of (i) completion of municipal advisory and GIC brokerage work associated with the issuance of the prepayment bonds, whether in one (1) or more transactions, or (ii) two (2) years from the date of the Agreement (“Term”).

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3 2. Termination
a. Termination for Convenience. CPA may terminate the Agreement in accordance with this paragraph in whole, or from time to time in part, whenever CPA determines, at its sole discretion, that termination is in CPA’s best interests. A termination for convenience, in part or in whole, shall take effect by CPA delivering to Contractor, at least fifteen (15) calendar days prior to the effective date of the termination or prior to a Notice of Termination specifying the extent to which performance of the Services under the Agreement is terminated.

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

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

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4 3. 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 Contract Materials if required by law or pursuant to the Contractor’s reasonable document retention or destruction policies.

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

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

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

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

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5 its Representatives develop independently without use of or reference to Confidential Information provided by Contractor; or (5) information that is approved for release in writing by Contractor.
c. California Public Records Act. The Parties acknowledge and agree that the Agreement including but not limited to any communication or information exchanged between the Parties, any deliverable, or work product are subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.). In order to designate information as confidential, the Disclosing Party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.” The Parties agree not to over-designate material as Confidential Information. Over-designation includes stamping whole agreements, entire pages or series of pages as “Confidential” that clearly contain information that is not Confidential Information. d. Third Party Request for Confidential Information. Upon request or demand of any third person or entity not a Party hereto pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information”), CPA will as soon as practical notify Contractor in writing via email that such request has been made.

CPA will be solely responsible for taking at its sole expense whatever legal steps are necessary to prevent release to the third party of the Confidential Information designated by Contractor. If Contractor takes no such action after receiving the foregoing notice from CPA, CPA shall, at its discretion, be permitted to comply with the third party’s request or demand and is not required to defend against it. If Contractor does take or attempt to take such action, Contractor agrees to indemnify and hold harmless CPA, its officers, directors, employees and agents (“CPA Indemnified Parties”), from any claims, liability, award of attorneys’ fees, or damages, and to defend any action, claim or lawsuit brought against any of CPA Indemnified Parties for Contractor’s attempt to prevent disclosure or CPA’s refusal to disclose any Confidential Information.

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

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

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6 Contractor of any negligence claim.

Failure to provide and maintain the insurance required by this Agreement will constitute a material breach of the Agreement. In addition to any other available remedies, CPA may suspend payment to the Contractor for any services provided during any time that insurance was not in effect and until such time as the Contractor provides adequate evidence that Contractor has obtained the required coverage. a. General Liability
The Contractor shall maintain a commercial general liability insurance policy in an amount of no less than one million ($1,000,000.00) with a two million dollar ($2,000,000.00) aggregate limit. CPA shall be named as an additional insured on the commercial general liability policy and the Certificate of Insurance shall include an additional endorsement page.
b. Auto Liability (Paragraph 11.b Not Applicable)
Where the services to be provided under this Agreement involve or require the use of any type of vehicle by Contractor in order to perform said services, Contractor shall also provide comprehensive business or commercial automobile liability coverage including non-owned and hired automobile liability in the amount of one million dollars combined single limit ($1,000,000.00).
c. Workers’ Compensation
The Contractor acknowledges the State of California requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor Code. If Contractor has employees, a copy of the certificate evidencing such insurance or a copy of the Certificate of Consent to Self-Insure shall be provided to CPA prior to commencement of work. d. Professional Liability Insurance
Coverages required by this paragraph may be provided on a claims-made basis with a “Retroactive Date” either prior to the date of the Agreement or the beginning of the contract work. If the policy is on a claims-made basis, coverage must extend to a minimum of twelve (12) months beyond completion of contract work. If coverage is cancelled or non-renewed, and not replaced with another claims made policy form with a “retroactive date” prior to the Agreement effective date, the Contractor must purchase “extended reporting” coverage for a minimum of twelve (12) months after completion of contract work.

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

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

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

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

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

9. Compliance with Applicable Laws
The Contractor shall comply with any and all applicable federal, state, and local laws and resolutions affecting Services covered by this Agreement. Specifically, Contractor is a registered Municipal Advisor as defined in Section 15B of the Securities Exchange Act of 1934 and as amended by Section 975 of the Dodd Frank Wall Street Reform and Consumer Protection Act.

For purposes of the Services, Contractor affirms that it is registered as a Municipal Advisor in good standing with both the Securities and Exchange Commission (registration # 8-53038) and the Municipal Securities Rulemaking Board (registration # A-5738).

Contractor also agrees to comply with the industry rules and regulations related to investment contract fees including the IRS Safe Harbor regulations (26 CFR part 1

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8 section 148 of the Internal Revenue Code).

Contractor further agrees to maintain written compliance policies, written supervisory procedures, systems, processes, or guidelines reasonably designed to achieve compliance with industry best practice and professional standards, applicable laws, regulations, rules, or other legal requirements (“Compliance Policies and Procedures”).

Contractor acknowledges and agrees that any failure by Contractor’s personnel, including but not limited to, employees, traders, or agents to comply with Compliance Policies and Procedures shall constitute cause for disciplinary action by Contractor management, including written reprimands, docking of wages, loss of bonus eligibility, suspension, and/or termination of employment.

Contractor shall report to CPA any violation by Contractor personnel, employees, traders, or agents of Compliance Policies and Procedures within 10 business days of the identification of such violation together with a description of the actions taken by Contractor to identify and correct the violation.

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

11. Work Product.

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

12. 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

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9 Telephone: (213) 269-5890
Email: [email protected]
In the case of Contractor, to:

Name/Title: John E. Norman, Managing Director
Address: 8400 E. Prentice Avenue, Ste. 500
Greenwood Village, CO 80111
Telephone: (303) 779-4900
Email: [email protected]

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

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

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

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

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

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10 any way attempt to unlawfully influence the CPA’s approval or ongoing evaluation of such work.
b. The 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 as well as Exhibit E during the term of this Agreement and any extensions thereto. 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, including Exhibit E shall be a material breach of this Agreement.
c. While the payment of Contractor’s fees for the Services by the winning bidder(s) creates the appearance of a conflict of interest on Contractor’s part, we note that (a) this is standard practice for competitively bid investments of bond proceeds, (b) the bid specifications provided to prospective bidders will clearly identify that Contractor is acting only as Municipal Advisor to CPA, and (c) in no event will the payment of Contractor’s fees by the winning bidder(s) modify, reduce or affect Contractor’s fiduciary duty to CPA.

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.

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.

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11 17. 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.

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

Municipal Capital Markets Group, Inc. Clean Power Alliance of Southern California By: John E. Norman By: Theodore Bardacke
Title: Managing Director Title: Chief Executive Officer

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12 Exhibit A – Scope of Work

PROJECT TASKS AND DELIVERABLES
Contractor shall be responsible for providing to CPA:
• A full range of municipal advisory services necessary for CPA to evaluate, structure, and execute one or more prepay transactions.
• Guaranteed investment contract (“GIC”) brokerage services in order to solicit bids from investment agreement providers and investment agreements that, in each case, meet the requirements of the Trust Indenture under which the Bonds are issued and the related transaction documents.

Contractor will not bid on nor offer to provide any investment agreement or other investment.

Contractor must complete the following tasks or as the tasks may be amended by CPA, from time to time at CPA's sole discretion, and all tasks must be completed according to the timelines set forth below:

Municipal Advisory Services:

Task #1: Project Management Support
Provide project management support, including:
a. Review and comment on all documentation through attendance (in person or as necessary by virtual meetings) at all working group/document sessions with CPA’s staff, consultants, and other professionals.

Deliverables for Task #1:
• Ongoing coordination with CPA staff to plan and manage timely completion of activities within the Scope of Work detailed in Exhibit A.

Timeline for Task #1:
• Ongoing tasks to be completed by Contractor over the Term of the engagement, with anticipated end by Q2 2025.

Task #2: Prepay Transaction Management, Technical Support and Analysis Provide the following services to support each prepay bond transaction:
• Conduct financial modeling/analytics and related consulting, as directed by CPA. • Provide independent pricing and structuring recommendations for the bonds. • Analyze and provide recommendations concerning the acceptance of any underwriting offer.
• Analyze and provide recommendations concerning the acceptance of any third-party funding recipient.
• Review and comment on supplemental investor material (the “investor roadshow”) supporting the marketing of prepay bonds.
• Monitor order flow during the retail and institutional order periods. • Collect and consolidate all anticipated costs of issuance for inclusion in the prepay bond sizing.

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13 • Provide an exhibit to the tax certificate supporting the reasonable expectation that the prepay bonds will run to term assuming at least one successful repricing (the “MCM Tax Certificate Exhibit”).
• Assist in RFP for reserve fund and debt service fund investment. • Verbal recommendation of acceptance of any commodity swap pricing to be supplemented by transaction report.
• Verbal recommendation of acceptance of GIC award to be supplemented by transaction report.
• Verbal recommendation of acceptance of any interest rate swap pricing to be supplemented by transaction report.
• Verbal recommendation of acceptance of funding recipient selection. • Review all prepay documentation. Identify risks to CPA and recommend risk mitigants.

Deliverables for Task #2:
• For each prepay transaction, transaction modeling as requested by CPA and in conjunction with any modeling by the underwriter.
• For each prepay transaction, verbal recommendation of acceptance of underwriting offer, commercial terms of prepay contracts and agreements, funding recipient selection, commodity / interest rate swap pricing, and GIC award to be supplemented by the transaction report.
• For each prepay transaction, the MCM Tax Certificate Exhibit.

Timeline for Task #2:
• For each prepay transaction, verbal recommendation of acceptance of underwriting offer, commodity / interest rate swap pricing, and GIC award provided on the bond pricing date.
• For each prepay transaction, delivery of the MCM Tax Certificate Exhibit at closing. • For each prepay transaction, estimation of Costs of Issuance throughout and finalized on bond pricing date.

Task #3: Swap/Hedge Advisory Services
Provide the following swap/hedge advisory services as needed to support each prepay bond transaction:
• Serve as designated qualified independent representative (“QIR”) in the provision of general swap advisory services related to any swap-related communication, interaction, or other discussion (“Swap Communication”) between conduit issuer and swap dealers (as defined by the Securities and Exchange Commission (“SEC”) and the Commodity Futures Trading Commission (“CFTC”).
• Analyze and model alternative hedge structures and provide price indications. • Review and comment on all hedge documentation and business terms. • Coordinate with prepaid supplier on behalf of CPA in counterparty selection. • Verbal recommendation of acceptance of swap pricing to be supplemented by transaction report.
• Negotiate the pricing terms and structure with the counterparty(s). • Review and comment on swap documents in conjunction with CPA staff and counsel.

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14 Deliverables for Task #3:
• For each prepay transaction, verbal recommendation of acceptance of swap pricing to be supplemented by transaction report.
• Successful closing of swap transaction for each prepay transaction.

Timeline for Task #3:
• Deadline for completion of swap transaction(s) will be determined as needed.

Task #4: Post-Pricing Activities
Provide the following post-pricing services for each prepay transaction:
• Coordinate post-closing activities to ensure the timing and accurate transfer of funds, including distribution of the flow of funds memorandum prepared by bond underwriter. • Collect invoices for all costs of issuance and prepare Costs of Issuance Distribution and Wire Instruction for use by bond trustee.
• Prepare a transaction report summarizing the executed prepay transaction, which may include fairness opinions, fair market value certifications, and analyses and evaluations of one or more aspects of the transaction including the MCM Tax Certification, commodity swap and any interest rate swap pricing, bond pricing, GIC pricing, supplier’s initial term discount factor, Termination Payment Schedule sufficiency, etc.

Deliverables for Task #4:
• For each prepay transaction, a Transaction report documenting the executed transaction.

Timeline for Task #4:
• For each prepay transaction, a Transaction report to be provided within thirty (30) days following the close of the transaction.

Communications with and Assistance to Issuer:

CPA and Contractor acknowledge and agree that CPA, in its sole discretion, shall determine to have bonds issued on its behalf by a potential conduit issuer(s) (“Issuer”). In the course of providing services under the Agreement, and at the direction of CPA:
a. It may be necessary or desirable for Contractor to communicate with Issuer regarding certain limited matters with respect to the bonds.
b. It may be necessary or desirable for Contractor to provide assistance to Issuer with respect to certain administrative matters in connection with the bonds and the transaction documents (such as assistance with on-boarding and “know your customer” paperwork). c. The sole purpose of such communications and assistance shall be to implement CPA’s directions to Contractor such that CPA and Issuer may act in a coordinated manner. d. All such communications and assistance shall be non-advisory and shall be in furtherance of, and shall be deemed not to conflict with, the municipal advisory services provided by Contractor to CPA, and shall not cause Contractor to be deemed to be a municipal advisor to Issuer.

GIC Brokerage Services:

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15 Task #5: Conduct Solicitation for Investment Provider Provide the following services to support each prepay bond transaction:
• Identify the types of investment agreements and those investment agreement providers that meet the requirements of the Trust Indenture(s) and the related transaction documents.
• Review certain transaction documents for the structured prepayment(s) being financed by the Bonds—the Official Statement, the Trust Indenture, and the Clean Energy Purchase Contract—to inform preparation of the bid specifications. • Prepare bid specifications (“RFQ”) and review with the working group(s). • Identify appropriate bidders.
• Send the RFQ to bidders and contact bidders to discuss investment(s) and answer any questions.
• Review bidder conditions and requirements and discuss as appropriate with CPA, the Issuer, Financial Advisor, and Bond Counsel.
• Accept bids at specified time via e-mail.

Deliverables for Task #5:
• For each prepay transaction, completion and distribution of RFQ package to candidate investment agreement providers and investment agreements.

Timeline for Task #5:
• For each prepay transaction, distribution of RFQ to bidders at least two (2) days prior to Bond Pricing Date.

Task #6: Support Evaluation and Selection of Investment Provider Provide the following services to support each prepay bond transaction:
• Prepare bid results and discuss the results with the CPA, Issuer, Financial Advisor, and Bond Counsel to determine which bid(s) best meet the investment objectives for the invested accounts. Upon Issuer approval, notify the winning bidder(s).

Deliverables for Task #6:
• For each prepay transaction, an evaluation of bid results with supporting memorandum.

Timeline for Task #6:
• For each prepay transaction, an evaluation of investment provider bids by the Bond Pricing Date.
• For each prepay transaction, the delivery of supporting memorandum to CPA by the day after the Bond Pricing Date.

Task #7: Oversee Closing Process
Provide the following services to support each prepay bond transaction:
• Prepare GIC confirmation letter for Issuer.
• Send authorizing documents to winning bidder(s) and associated counsel. • Monitor document preparation (investment agreements, any guarantees, closing certificates, and opinions) prepared by the investment agreement provider(s) from first draft to close.
• Confirm that investment documents comply with bid specifications. • Review and comment on investment contract documents with Issuer, bond counsel, tax

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16 counsel, and other working group members, as appropriate. • Act as liaison between working group members and investment provider’s counsel. • Confirm final documents received and funds transferred to investment provider.

Deliverables for Task #7:
• For each prepay transaction, execution of investment contract final documents and additional documents, as applicable.
• For each prepay transaction, a written confirmation of receipt of final documents and funds transferred to investment provider(s).

Timeline for Task #7:
• For each prepay transaction, execution of all documents by Bond Settlement Date (approximately 1-2 weeks following the Bond Pricing Date). • For each prepay transaction, a written confirmation of receipt of final documents and funds transferred to investment provider(s) by Bond Settlement Date.

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17 Exhibit B – [Intentionally Left Blank]

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18 Exhibit C – Compensation
Contractor’s compensation for the Services (the “Transaction Fees”) shall be paid on a contingency basis as specified below. No compensation shall be payable to Contractor until after the Services are completed.

Municipal Advisory Services (Tasks 1-4):

The Transaction Fee for the municipal advisory services set forth in Tasks 1-4 of Exhibit A (whether by an offering or placement of debt obligations, a bank loan, or other financing arrangement), payable at closing of each transaction, is a flat fee of Two Hundred Thousand Dollars ($200,000), regardless of transaction size or timing.

In addition to the Transaction Fee, Contractor shall be paid a fee for the written report set forth in Exhibit A, Task 4 equal to Fifty Thousand Dollars ($50,000) (“Report Fee”). The written report must be submitted to CPA within thirty (30) days of the closing date of each prepay transaction as set forth in Exhibit A, Task 4, or the Report Fee will be forfeited. The Report Fee shall not be invoiced or paid until the written report is submitted to CPA.

For each prepay transaction, the total of the Transaction Fee and Report Fee shall not exceed Two Hundred Fifty Thousand Dollars ($250,000).

CPA reserves the right to terminate the Services prior to bond issuance. If CPA terminates the Agreement, for convenience or for default, more than thirty (30) days prior to the closing date of the prepayment financing, CPA shall have no obligation to pay the Transaction Fee or the Report Fee.

If CPA terminates the Agreement for convenience, thirty (30) or fewer days prior to the closing date of the prepayment financing, Contractor shall be paid on the closing date of the prepayment financing seventy-five percent (75%) of the Transaction Fee from bond proceeds.

If Contractor terminates the Agreement, no Transaction Fee or Report Fee shall be payable by CPA.

Contractor shall track any requested compensation with sufficient detail and in a manner that may be audited by CPA.

Any and all proceeds disbursed as a result of bond issuance(s) resulting from the Services, less any compensation paid to Contractor, are the sole property of the bond trust estate(s).

GIC Brokerage Services (Tasks 5-7):

In the event that CPA decides, in its sole discretion, to proceed with an investment contract and the investment transaction (collectively “Investment Transaction”) successfully closes, the Transaction Fee for the GIC brokerage services as set forth in Tasks 5-7 of Exhibit A shall be a flat fee of Thirty-One Thousand Five Hundred Dollars ($31,500.00). The Transaction Fee for GIC brokerage services is payable at closing of each Investment Transaction and shall be paid exclusively from the proceeds of the Investment Transaction by the selected investment provider(s).

A description of fees paid must be included in the final documentation.

Up To and Not to Exceed Figure:

The Transaction Fees for all Services and Deliverables under this Agreement shall be up to and not to exceed the “Maximum Amount” below, which is the combined total of the Transaction Fees for the municipal advisory services and GIC brokerage services for up to four (4) transactions.

Agenda Page 35
19 Maximum Amount Up to $1,126,000

Agenda Page 36
20 Exhibit D – Required Disclosure of Violations of Compliance Policies and Procedures
MCM takes seriously its legal and compliance obligations and maintains written compliance policies, written supervisory procedures, systems, processes, or guidelines reasonably designed to achieve compliance with industry best practice and professional standards, applicable laws, regulations, rules, or other legal requirements (“Compliance Policies and Procedures”).

Any failure by a trader or other MCM personnel to follow Compliance Policies and Procedures will be cause for disciplinary action by MCM management, including written reprimands, docking of wages, loss of bonus eligibility, suspension, and/or termination of employment.

MCM shall report to CPA any violation by MCM staff of Compliance Policies and Procedures within 10 business days of the identification of such violation together with a description of the actions taken by MCM to identify and correct the violation.

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21 Exhibit E – G-42 Disclosure

Agenda Page 38
22 April 6, 2023
Mr. David McNeil, Chief Financial Officer
Clean Power Alliance
801 S. Grand Ave., Suite 400
Los Angeles, CA 90017
Dear Mr. McNeil,
This letter is provided under MSRB Rule G-42 in connection with our current engagement as municipal advisor under the Financial Advisory Agreement effective as of April 6, 2023 (the “Agreement”) between Municipal Capital Markets Group, Inc. (“MCM”) and the Clean Power Alliance (the “Client”). This Disclosure Statement provides the required information regarding any possible conflicts of interest and/or legal or disciplinary events of our firm required to be disclosed to you pursuant to MSRB Rule G-42(b) and (c)(ii).

1. The Agreement. (a) Scope of Services, Term and Compensation. The Agreement describes the scope of services with respect to MCM’s engagement with Client, any limitations on the scope of services, the term of the Agreement and MCM’s compensation. (b) IRMA status. If Client has designated MCM as its independent registered municipal advisor (“IRMA”) for purposes of SEC Rule 15Ba1-1(d)(3)(vi) (the “IRMA exemption”), the Scope of Services is not deemed to be expanded to include all actual or potential issuances of municipal securities or municipal financial products merely because MCM, as IRMA, reviews a third-party recommendation relating to a particular actual or potential issuance of municipal securities or municipal financial product not otherwise considered within the Scope of Services. MCM is not responsible for verifying that it is independent (within the meaning of the IRMA exemption as interpreted by the SEC) from another party wishing to rely on the exemption from the definition of municipal advisor afforded under the IRMA exemption. MCM requests that Client provide to it, for review, any written representation of Client contemplated under SEC Rule 15Ba1- 1(d)(3)(vi)(B) that references MCM, its personnel and its role as IRMA. In addition, MCM requests that Client not represent, publicly or to any specific person, that MCM is Client’s IRMA with respect to any aspect of municipal financial products or the issuance of municipal securities, or with respect to any specific municipal financial product or any specific issuance of municipal securities, outside the Scope of Services without first discussing such representation with MCM.

2. MCM’s Regulatory Duties When Servicing Client. MSRB Rule G-42 requires that MCM make a reasonable inquiry as to the facts that are relevant to Client’s determination whether to proceed with a course of action or that form the basis for and advice provided by MCM to Client. The rule also requires that MCM undertake a reasonable investigation to determine that it is not basing any recommendation on materially inaccurate or incomplete information. MCM is also required under the rule to use reasonable diligence to know the essential facts about Client and the authority of each person acting on Client’s behalf.

Accordingly, MCM will seek Client’s assistance and cooperation, and the assistance and cooperation of Client’s agents, with the carrying out by MCM of these regulatory duties, including providing to MCM accurate and complete information on a timely basis and reasonable access to relevant documents, other information and personnel needed to fulfill such duties. In addition, to the extent Client seeks to have MCM provide advice with regard to any recommendation made by a third party, MCM requests that Client provide to MCM written direction to do so as well as any information it has received from such third party relating to its recommendation.

3. Required Disclosures. Our firm, MCM, is in an industry that is very tightly regulated. We are registered and in good standing with the Securities and Exchange Commission (SEC) and the Municipal Securities Rulemaking Board (MSRB). MCM is a member of the Financial Industry Regulatory Association (FINRA) and the Security Investors Protection Corporation (SIPC). The SEC and MSRB write the rules while the SEC and FINRA oversee firms like ours for compliance. The rules of the MSRB and SEC require

Agenda Page 39
23 us to provide this regulatory disclosure statement to you, even though many elements may not be applicable to our particular transaction.

Disclosures of Conflicts of Interest
MSRB Rule G-42 requires that MCM provide you with the following disclosures of material conflicts of interest and of information regarding certain legal events and disciplinary history.

Material Conflicts of Interest – MCM makes the disclosures set forth below with respect to material conflicts of interest in connection with the Scope of Services under the Agreement, together with explanations of how MCM addresses or intends to manage or mitigate any conflicts.

General Mitigations – MCM mitigates such conflicts through our adherence to our fiduciary duty to Client, which includes a duty of loyalty to Client in performing all municipal advisory activities for Client.

This duty of loyalty obligates MCM to deal honestly and with the utmost good faith with Client and to act in Client’s best interest without regard to MCM’s financial or other interests. In addition, because MCM is a municipal bond broker-dealer, our success is not dependent on maximizing short-term revenue generated from individual recommendations to MCM’s advisory clients. Instead MCM is dependent on long-term profitably built on a foundation of integrity, quality of service and strict adherence to its fiduciary duty.

MCM’s municipal advisory supervisory structure, including our long-standing and comprehensive broker-dealer supervisory processes and practices, provide strong safeguards against individual representatives of MCM potentially departing from their regulatory duties due to personal interests. The disclosures below describe, as applicable, any additional mitigations that may be relevant with respect to any specific conflict disclosed below.

Disclosure Item MCM reply
in this deal.

I. Affiliate Conflict. MCM is required to advise you of any affiliates it has that may cause a conflict in our ability to serve you. We have NO AFFILIATES.

None
II. Payments to Be Retained. MCM is required to advise you if MCM has paid a municipal advisor registered under the Securities Exchange Act (the “Solicitor”), to solicit Client to obtain or retain Client’s MCM business under this Agreement.

None
III. Payments From Third Parties for Recommendations. MCM is required to advise you if MCM has received a payment from a Third-Party to recommend the Recommended Third-Party to Client. We have NOT received such payment.

None
IV. Fee-Splitting Arrangements. MCM is required to advise you of fee-splitting arrangements.

None.

V. Compensation-Based Conflicts. MCM is required to advise you of any compensation-based conflicts.

V. Reply. The fees due under this Agreement are in a fixed amounts established at the outset of the Agreement. The amount is based upon an analysis by Client and MCM of, among other things, the expected duration and complexity of the transaction and the Scope of Services to be performed by MCM. This form of compensation presents a potential conflict of interest because, if the transaction requires more work than originally contemplated, MCM may suffer a loss. Thus, MCM may recommend less time-consuming alternatives, or fail to do a thorough analysis of alternatives. This conflict of interest is mitigated by the general mitigations described above.

Yes. See
Reply at
Left.

VI. Other MCM or Underwriting Relationships.

VI. Reply. MCM serves a wide variety of other clients that may, from time to time, have interests that could have a direct or indirect impact on our Client’s interests. For Yes. See
Reply at left.

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24 example, MCM serves as municipal advisor to other municipal advisory clients and, in such cases, owes a regulatory duty to such clients just as it does to Client under this Agreement. Other clients may, from time to time and, depending on the specific circumstances, have competing interests, such as (i) accessing the new issue market with the most advantageous timing and with limited competition at the time of the offering and/or (ii) entering into prepaid transactions with the same suppliers that the Client may have identified as prospective suppliers for its own transactions. In other cases, as a broker-dealer that engages in underwritings of new issuances of municipal securities by other municipal entities, the interest of MCM in achieving a successful and profitable underwriting for its municipal entity underwriting clients could constitute a conflict of interest if as above, the municipal entities that MCM serves as underwriter or municipal advisor have competing interests in seeking to access the new issue market with the most advantageous timing and with limited competition at the time of the offering.

None of these other engagements or relationships would impair MCM’s ability to fulfill its regulatory duties to Client.

At any given time, a particular municipal advisor representative of MCM may be involved in multiple transactions in different capacities. Accordingly, these municipal advisor representatives have a conflict of interest in allocating their time and activity between clients. To mitigate this conflict, MCM has implemented policies and procedures under which supervisors must consider the relevant municipal advisor representative’s ability to devote sufficient time and attention to a transaction contemplated by a proposed municipal advisory agreement, in light of the representative’s other pending transactions, in determining whether to approve the agreement.

VII. Broker-Dealer Business.

VII. Reply. MCM is a broker-dealer that engages in a broad range of securities-related activities to service its clients, in addition to serving as a municipal advisor or underwriter.

Such securities-related activities, which may include but are not limited to the buying and selling of new issue securities, including securities of yours, may be undertaken on behalf of, or as counterparty to you, your personnel, and current or potential investors in your securities. Any potential conflict arising from MCM effecting or otherwise assisting such other clients in connection with such transactions is mitigated by means of such activities being engaged in on customary terms through units of MCM that operate independently from MCM’s municipal advisory business, thereby reducing the likelihood that the interests of such other clients would have an impact on the services provided by MCM to Client under this Agreement.

Yes. See
Reply at left.

VIII. Secondary Market Transactions in Client’s Securities.

VIII. Reply. MCM, in connection with its sales and trading activities, may take a principal position in securities, including your securities, and therefore MCM could have interests in conflict with yours with respect to the value of your securities while held in inventory and the levels of mark-up or mark-down that may be available in connection with purchases and sales thereof. In particular, MCM may submit orders for and acquire your securities issued under the Agreement from members of the underwriting syndicate, either for its own account or for the accounts of its customers. This activity may result in a conflict of interest with you in that it could create the incentive for MCM to make recommendations that could result in more advantageous pricing of your bond in the marketplace. Any such conflict is mitigated by means of such activities being engaged in on customary terms through departments of MCM that operate independently from MCM’s municipal advisory business, thereby reducing the likelihood that such investment activities would have an impact on the services provided by MCM to Client under this Agreement.

Yes. See
Reply at left.

Agenda Page 41
25 IX. MCM Also Advising Conduit Borrower. MCM is required to advise you if MCM is also serving as an advisor to a conduit borrower with respect to an Issue under this Agreement.

None.

PART B – Disclosures of Information Regarding Legal Events and Disciplinary History
I. Material Legal or Disciplinary Event. MSRB Rule G-42 requires that municipal advisors provide to their clients certain disclosures of legal or disciplinary events material to its client’s evaluation of the municipal advisor or the integrity of the municipal advisor’s management or advisory personnel.

Reply. The only disciplinary action taken by a regulatory agency against MCM since its founding in 1989 was on March 24, 2016, when the U.S. Securities and Exchange Commission (the “SEC”) issued an order against MCM in connection with its Municipalities Continuing Disclosure Cooperation Initiative (the “MCDC” issue), described in more detail below.

Yes. See
Reply at left.

MCDC Initiative
On March 24, 2016, the U.S. Securities and Exchange Commission (the “SEC”) issued an order against MCM pursuant to Rule 19h-1 of the Securities Act of 1934 (the “Securities Act”). This order was issued pursuant to a settlement between MCM and the SEC and was part of the SEC’s MCDC Initiative, a voluntary initiative in which the SEC encouraged municipal issuers and underwriters to self-report violations involving materially inaccurate statements relating to prior compliance with the continuing disclosure obligations specified in Rule 15c2-12 under the Exchange Act.

The SEC’s order contains findings that MCM violated Section 17(a)(2) of the Securities Act by failing to form a reasonable basis through adequate due diligence to believe the truthfulness of certain written statements made to MCM by an issuer of municipal securities regarding its compliance with previous continuing disclosure undertakings pursuant to Rule 15c2-12.

Without admitting or denying the findings in the SEC’s order, except as to the SEC’s jurisdiction over it and the subject matter of the order, MCM consented to the entry of the order. The order required that MCM comply with certain undertakings, including that it hire an independent consultant to review its policies and procedures relating to municipal securities underwriting due diligence, and to pay a civil penalty of $60,000.

MCM has complied with the undertakings and paid the penalty. Noteworthy of this event and according to the industry newspaper, the Bond Buyer, is that over 90% of Municipal Bond broker-dealers in the U.S. paid civil penalties to the SEC and entered into similar agreements. It was and is the opinion of MCM management that this last fact illustrates this was an unfair and poorly communicated transfer of responsibility by the SEC.

II. How to Access Form MA and Form MA-I Filings. MCM’s most recent Form MA and each most recent Form MA-I filed with the SEC are available on the SEC’s EDGAR system at https://www.sec.gov/edgar/browse/?CIK=1129526. The SEC permits certain items of information required on Form MA or MA-I to be provided by reference to such required information already filed by MCM in its capacity as a broker-dealer on Form BD or Form U4. Information provided by MCM on Form BD or Form U4 is publicly accessible through reports generated by BrokerCheck at http://brokercheck.finra.org. For purposes of accessing such BrokerCheck reports, MCM’s CRD number is 107353. Information is also available on the MCM’s web site at www.municapital.com.

PART C – Future Supplemental Disclosures
As required by MSRB Rule G-42, this Disclosure Statement may be supplemented or amended, from time to time as needed, to reflect changed circumstances resulting in new conflicts of interest or changes in the conflicts of interest described above, or to provide updated information with regard to any legal or

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26 disciplinary events of MCM. MCM will provide Client with any such supplement or amendment as it becomes available throughout the term of the Agreement.

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PROFESSIONAL LEGAL SERVICES AGREEMENT

BY AND BETWEEN

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
AND

CHAPMAN AND CUTLER LLP
October 17, 2025
(Date of Agreement)
Firm Address: 1270 Avenue of the Americas, 30th Fl, New York, New York, 10020 Firm Tax ID No.: 36-2153731
Firm Telephone: (212) 655-6000

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i

TABLE OF CONTENTS

AGREEMENT FOR PROFESSIONAL LEGAL SERVICES
RECITALS...................................................................................................................................1 I. Term and Termination ......................................................................................................1 A. Period of Performance ...................................................................................................1 B. Termination and/or Suspension .....................................................................................1 II. FIRM’s Services and Responsibilities ..............................................................................2 A. Supervising Attorney .....................................................................................................2 B. Legal Representation ....................................................................................................3 III. CPA’s Duties and Responsibilities ...................................................................................3 A. Supervising Attorney .....................................................................................................3 B. Duties and Responsibilities............................................................................................3 IV. Compensation................................................................................................................4 A. CPA Counsel Billing Requirements...............................................................................4 B. Fees................................................................................................................................4 C. Expenses........................................................................................................................4 V. Invoices and Payments to FIRM ......................................................................................5 A. Billing (E-Billing)..........................................................................................................5 B. E-Bills............................................................................................................................5 C. Payments........................................................................................................................6 VI. Notices...........................................................................................................................6 A. If to FIRM......................................................................................................................6 B. If to CPA........................................................................................................................6 VII. Assignment....................................................................................................................7

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ii
VIII. Standard Terms and Conditions.....................................................................................7 A. Indemnification..............................................................................................................7 B. Insurance........................................................................................................................7 C. Independent Contractor Status.......................................................................................8 D. Warranty Against Contingent Fees................................................................................8 E. Governing Laws.............................................................................................................8 F. Compliance with Applicable Law .................................................................................8 G. Record Retention and Inspection...................................................................................9 H. Confidentiality ...............................................................................................................9 I. Communications With CPA ........................................................................................10 J. Conflict of Interest.......................................................................................................10 K. Ownership....................................................................................................................10 L. Authorization Warranty ...............................................................................................10 M. Changes and Amendments of Terms ..........................................................................10 N. Validity .......................................................................................................................11 O. Waiver..........................................................................................................................11 P. Remedies Reserved to CPA.........................................................................................11 Q. Complete Agreement and Interpretation......................................................................11

EXHIBIT A - SCOPE OF WORK AND HOURLY BILLING RATES

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1 AGREEMENT FOR PROFESSIONAL LEGAL SERVICES
(“AGREEMENT”)

RECITALS
WHEREAS, CPA desires to retain FIRM to provide professional legal services related to prepay energy transactions on behalf of CPA, including but not limited to the negotiation, documentation, advice and counsel, and other related legal services (described in Exhibit A); and, WHEREAS, FIRM has the legal competence and specialized expertise to provide professional legal services in the areas described above and in Exhibit A (“Legal Services”) to CPA; and, WHEREAS, CPA desires to retain FIRM’s services for the Legal Services; and, WHEREAS, FIRM has agreed to provide the Legal Services in accordance with this AGREEMENT.

NOW, THEREFORE, CPA and FIRM agree as follows:

I. Term and Termination:

A. Period of Performance:

This AGREEMENT shall begin on the date set forth on the cover page hereto and shall remain in effect for 12 months (“Initial Term”), and at the end of the Initial Term, the Parties may renew this AGREEMENT for a successive 12-months (each, a “Renewal Term”), unless earlier terminated as set forth herein. Each 12-month period may also be referred to as a “contract year.” B. Termination and/or Suspension:

1. Termination and/or Suspension for CPA’s Convenience:
a) Services performed under this AGREEMENT may be terminated or suspended in whole or in part by CPA at any time, when CPA, in its sole discretion, deems such termination or suspension to be in CPA’s best interest. CPA shall terminate or suspend services by delivering to FIRM a written notice specifying the extent to which services are terminated or suspended and the effective date of the termination or suspension. The notice of termination or suspension shall be sent to the person identified in paragraph VI.A.; and, b) After receiving a notice of termination or suspension, unless otherwise directed by CPA, FIRM shall:
1) Stop services on the date and to the extent specified in the suspension or termination notice. 2) Complete services not terminated or suspended by the notice. 3) Submit a Closing Report to CPA as set forth in paragraph I.B.4., below. 4) Submit, no later than thirty (30) calendar days after the date of suspension or termination is effective, a final electronic invoice (e-bill) for all services performed prior to CPA’s notice of suspension or termination. If FIRM fails to submit a final e-bill within the time allowed, CPA may determine, on the basis of information available, the amount, if any, to be paid to FIRM. CPA’s determination shall be final.

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2 2. Termination For FIRM’s Default:
a) Services performed under this AGREEMENT may be terminated in whole or in part by CPA when FIRM:
1) Fails to perform the service(s) within the time specified or any CPA approved extension, or
2) Fails to perform any of the AGREEMENT’s other provisions or fails to make progress and endangers the performance of AGREEMENT’s terms.
b) CPA shall give written notice to FIRM of FIRM’s default. CPA, in its sole discretion, shall decide whether the default is of such a nature that the FIRM should be given a period to cure the default, and, if so, the cure period shall be specified in the notice. c) If CPA wholly or partially terminates services under this AGREEMENT, replacement services may be obtained from another law firm or any other source with terms and in a manner CPA deems appropriate.

3. Termination for Professional Conflict of Interest:

If either FIRM or CPA determines a matter of professional conflict has arisen during FIRM’s engagement which should not or cannot be postponed until the conclusion of FIRM’s representation of CPA, FIRM or CPA may immediately give written notice to terminate this AGREEMENT. FIRM shall continue to provide high quality, professional legal representation until the appropriate substitutions can be made.

4. Closing Report Upon Termination or Suspension:
a) Immediately upon the termination or suspension of this AGREEMENT for any reason, FIRM shall deliver a Closing Report to CPA. The Closing Report shall include, for each case or matter assigned to FIRM which in whole or in part is terminated or suspended, the following:
1) A brief description of the facts and current status, 2) A discussion of the applicable law, and
3) A list and description of all future scheduled court appearances, and applicable deadlines. b) Immediately upon any termination or suspension, FIRM shall, at its own cost, deliver to CPA all evidence, files, and attorney work product for each case or matter for which work under this AGREEMENT has been terminated or suspended. This includes any computerized indices, programs, and document retrieval systems created or used for the case or matter. If FIRM’s services include pending litigation, FIRM shall file the appropriate substitution of counsel with the court when instructed by CPA.

II. FIRM’s Services and Responsibilities:

A. Supervising Attorney:

1. FIRM shall appoint a Supervising Attorney, who shall serve as the lead counsel for work performed under this AGREEMENT. The person designated as FIRM’s Supervising Attorney, and any changes in this designation, shall be promptly communicated in writing to CPA.

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3 2. FIRM’s Supervising Attorney shall have full authority to act for FIRM on all daily operational matters under this AGREEMENT and shall serve as or designate lead counsel for all law and motion appearances, pretrial and trial proceeding(s), settlement conference(s), or meetings of counsel for parties, depositions, document productions, and all court and other proceedings in which substantive rights of the parties may be determined. Designation of lead counsel shall be subject to approval by CPA.

B. Legal Representation:

1. FIRM recognizes that the CPA General Counsel is the authorized legal representative for the CPA and it’s officers and employees. Subject to the direction and control of CPA General Counsel, FIRM shall provide CPA with high quality legal advice and representation consistent with this AGREEMENT, the Rules of Professional Conduct, and all applicable laws and court rules.

2. FIRM shall provide representation with fully qualified staff at the least costly billing category.

Consistent with this requirement, CPA may request that a particular attorney or specified attorneys work on a particular project or multiple projects specified in Exhibit A.

3. FIRM shall keep CPA informed of all significant developments in each case or matter assigned to FIRM and shall provide CPA with copies of all significant documents.

4. FIRM acknowledges that nothing in this AGREEMENT is intended, nor will be construed, as creating any exclusive arrangement between CPA and FIRM. Nothing in this AGREEMENT will restrict CPA from obtaining similar services from other firms or sources.

III. CPA’s Duties and Responsibilities:

A. Supervising Attorney:

1. CPA shall appoint its General Counsel as CPA’s Supervising Attorney for each case or matter assigned to FIRM.

2. CPA’s Supervising Attorney shall have full authority to act for CPA on all daily operational matters under this AGREEMENT and shall review and approve all FIRM’s reports, whether written or oral, and any change in FIRM’s Supervising Attorney.

B. Duties and Responsibilities:

1. CPA shall make available to FIRM all documents and other information possessed by CPA which are relevant to any case or other matter assigned to FIRM under this AGREEMENT.

2. CPA shall assist FIRM in obtaining CPA records and/or information necessary to respond to discovery and to help familiarize the FIRM with CPA operations and policies.

3. CPA shall review and approve as appropriate:
a) All reports, requests, and other services provided by FIRM under this AGREEMENT. b) Any proposed tactical maneuver or trial strategy.
c) All recommended settlement proposals. Approval of proposed settlement recommendations is subject to CPA’s settlement approval procedures.

Agenda Page 49
4 d) All billing statements in accordance with procedures referenced in this AGREEMENT.

4. CPA may review all correspondence and judicial, administrative, and other documents.

5. CPA will evaluate FIRM’s performance under this AGREEMENT and may report this evaluation to CPA’s Board of Directors. CPA reserves the right to conduct an audit of any and all aspects of FIRM’s compliance with this AGREEMENT. Any such audit may be conducted by CPA staff or a contract auditor, in CPA’s sole discretion.

IV. Compensation:

A. CPA Counsel Billing Requirements:

All charges by FIRM, whether for fees or attorney work, or for reimbursement for expenses incurred shall be in accordance with the AGREEMENT.

B. Fees:

1. FIRM shall provide legal services at the hourly billing rates for attorney(s) and if applicable, paralegals set forth in Exhibit A to this AGREEMENT, subject to the “Collar”, as defined in Exhibit A. For any amounts that exceed the Collar amount, FIRM shall obtain CPA’s prior written authority.

2. The billing rates set forth in Exhibit A may be subject to review and adjustment as agreed between CPA and FIRM. Any billing rate change shall be in writing and be executed as an amendment to Exhibit A.

C. Expenses:

1. Non-Reimbursable Expenses: Certain expenses incurred by FIRM in providing services under this AGREEMENT shall be considered FIRM overhead which shall not be reimbursed by CPA, but which shall be borne by FIRM as expenses included within the hourly billing rates set forth in Exhibit A. Expenses which will not be reimbursed and which should not be billed are the following:
a) Postage.
b) Telephone charges (both local and long distance).
c) Copy charges.
d) Mileage/Parking within the counties of Los Angeles, Orange, Riverside, San Bernardino, and Ventura.
e) On-line subscription, connection, or other costs for computerized research. (Attorney and paralegal time incurred conducting such research may be billed.) f) Document reproduction. (See below for large volume exception.) g) Staff time or overtime for performing secretarial, clerical, or word processing functions. h) Time spent complying with CPA audits or billing inquiries. i) Charges for services or expenses incurred which have not been authorized by CPA.

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5 2. Reimbursable Ordinary Expenses: CPA shall reimburse FIRM for its actual out-of-pocket expenses, but without any additional costs for having advanced the funds, for the following:
a) Deposition costs (other than videotaping unless approved as set forth below). b) Transcript fees.
c) Filing fees for which the CPA is not exempt.
d) Messenger service if specifically requested by the CPA’s Supervising Attorney, if required because of an emergency over which the FIRM has no control, or if necessary to ensure the safekeeping of sensitive documents or materials.
e) Process service fees.

3. Reimbursable Extraordinary Expenses: CPA shall reimburse FIRM for its actual out-of-pocket expenses, but without any additional costs for having advanced the funds, for the following, but only if FIRM has obtained prior written approval from CPA:
a) Outside vendor document reproductions which, because of the volume or format requirements, are impractical to complete in-house.
b) Consultants.
c) Experts.
d) Investigative services.
e) Expenses for travel outside the Counties of Los Angeles, Orange, Riverside, San Bernardino, and Ventura. Reimbursement for such travel expenses will be limited to the amount CPA’s employees may claim for such travel. Information on such limits will be made available to FIRM upon request at the time FIRM seeks permission for such travel. f) Videotaping of depositions.
g) Extraordinary computerized research requirements.
h) Other extraordinary expenses for which FIRM has obtained prior written approval from CPA.

V. Invoices and Payments to FIRM:

A. Billing (E-Billing):

The FIRM shall submit all invoices for attorney fees and reimbursable expenses to CPA at [email protected] with a copy to CPA’s General Counsel at the email address specified in paragraph VI.B.

B. E-Bills:

1. FIRM shall submit invoices for services and for reimbursable expenses monthly in arrears, or quarterly in arrears if approved by CPA.

2. Each e-bill must also include a signed dated declaration of FIRM’s Supervising Attorney with the

Agenda Page 51
6 following statement:
“I have personally examined this e-bill. All entries are in accordance with the AGREEMENT for Professional Legal Services, are correct and reasonable for the services performed and the cost incurred, and no item on this statement has been previously billed to CPA.”

3. Each e-bill shall be itemized to include:
a) Staffing level(s), hourly rates, and specific activities for each attorney and/or paralegal. 1) Each billing entry shall include a detailed description of specific activities for each attorney and/or paralegal.
2) All receipts for expenses shall be scanned and attached to the e-bill. 3) No attorney or paralegal may be utilized on a matter until an hourly billing rate for that person has been approved in writing by the CPA. All time must be billed at the approved hourly rate.

4. FIRM shall maintain in a form subject to audit, and in accordance with generally accepted accounting principles, backup documentation to support all entries included in the monthly billing statement. Such documentation shall be available to CPA upon request.

C. Payments:

1. CPA shall make payment(s) for services rendered under this AGREEMENT monthly in arrears based on the itemized billing statement(s) FIRM submits to CPA.

2. CPA’s legal and accounting staff shall review all billing statements for reasonableness of the time billed as well as full compliance with this AGREEMENT and all CPA Counsel Billing Requirements.

3. CPA shall make its best effort to process payments promptly after receiving FIRM’s e-bill.

However, CPA shall not pay interest or finance charges on any outstanding balance(s).

4. Payments to FIRM are conditioned upon FIRM’s compliance with all provisions of this AGREEMENT, including but not limited to, paragraph VIII.B.

VI. Notices:

Unless otherwise specified herein, all notices and required reports shall be in writing and transmitted by electronic mail (“email”) to the CPA or FIRM representative at the email address specified below:

A. If to FIRM:

Chapman and Cutler LLP
Attn: Doug Bird
Partner
1270 Avenue of the Americas, 30th Fl
New York, NY 10020
Email: [email protected]

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7 B. If to CPA:

Theodore Bardacke
Chief Executive Officer
Clean Power Alliance of Southern California
801 S. Grand Ave., Ste. 400, Los Angeles, CA 90017
Email: [email protected]
With a copy to:

Nancy Whang
General Counsel
Clean Power Alliance of Southern California
801 S. Grand Ave., Ste. 400, Los Angeles, CA 90017
Email: [email protected]
VII. Assignment:

A. No part of this AGREEMENT or any right or obligation arising from it is assignable without CPA’s written consent.

B. Any attempt by FIRM to assign or subcontract services relating to this AGREEMENT without CPA’s consent shall constitute a material breach of this AGREEMENT.

VIII. Standard Terms and Conditions:

The following standard CPA contract terms and conditions are included herein as part of this AGREEMENT and are fully binding on the parties hereto:

A. Indemnification:

FIRM shall indemnify CPA, its agents, officers, and employees from and against any and all liability and claims for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, or property damage (including FIRM’s property), any breach by FIRM of this AGREEMENT, or any negligence or willful misconduct by FIRM arising from or connected with services performed under this AGREEMENT. This provision is subject to existing and relevant laws concerning comparative and contributory fault principles. This provision shall not apply to any settlement or payment effected without prior written consent of FIRM.

B. Insurance:

Without limiting FIRM’s indemnification of CPA and its officers, agents and employees, FIRM shall provide and maintain at its own expense the following programs of insurance covering FIRM’s operations during the term of this AGREEMENT. FIRM shall use insurers satisfactory to CPA’s Chief Financial Officer and shall deliver evidence of a satisfactory insurance to CPA on or before the effective date of this AGREEMENT. Evidence shall specifically identify this AGREEMENT and FIRM shall provide CPA written notice by registered mail at least thirty (30) days in advance of any modification or termination of any program insurance.

1. Liability: Such insurance shall be primary to and not contributing with any other insurance maintained by CPA, and with respect to Comprehensive General Liability insurance shall name the Clean Power Alliance of Southern California as an additional insured, and shall include, but

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8 not be limited to:
a) Comprehensive General Liability insurance endorsed for Premises- Operations, Products/Completed Operations, Contractual, Broad Form Property Damage, and Personal Injury with a combined single limit of not less than $1,000,000 per occurrence.

If the above insurance is written on a Claims Made Form, the insurance shall be endorsed to provide an extended reporting period of not less than five years following termination of this AGREEMENT.
b) Professional liability insurance with a liability limit of at least $2,000,000 per claim.
c) Comprehensive Auto Liability endorsed for all owned, non-owned, and hired vehicles with a combined single limit of at least $300,000 per occurrence.

2. Workers’ Compensation: A program of Workers’ Compensation insurance in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employers Liability with a $1,000,000 limit, covering all persons providing services on behalf of FIRM and all risks to such persons under this AGREEMENT.

3. Failure to Procure Insurance: Failure on the part of FIRM to procure or maintain required insurance shall constitute a material breach for which CPA may immediately terminate or suspend this AGREEMENT.

C. Independent Contractor Status:

1. This AGREEMENT is not intended and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture, or association, as between CPA and FIRM.

2. FIRM understands and agrees that all FIRM personnel furnishing services to CPA under this AGREEMENT are employees solely of FIRM and not of CPA for purposes of workers’ compensation liability.

3. FIRM shall bear the sole responsibility and liability for furnishing workers’ compensation benefits to any FIRM personnel for injuries arising from services performed under this AGREEMENT.

D. Warranty Against Contingent Fees:

1. FIRM warrants that no person or selling agency has been employed or retained to solicit or secure this AGREEMENT upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee.

2. For breach or violation of this warranty, CPA shall have the right to terminate this AGREEMENT, and in its sole discretion, to deduct from the AGREEMENT price or consideration, or otherwise recover, the full amount of any such commission, percentage, brokerage, or contingent fee.

E. Governing Laws:

This AGREEMENT shall be governed by and construed in accordance with the laws of the State of California and any action brought by either party on this AGREEMENT shall be brought in Los Angeles County.

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9 F. Compliance with Applicable Law:

1. FIRM shall comply with all applicable Federal, State, and local laws, rules, regulations, and ordinances, and all provisions required thereby to be included in this AGREEMENT are hereby incorporated herein. FIRM shall comply with the governing Rules of Professional Responsibility in the jurisdiction in which FIRM performs the work.

2. FIRM shall indemnify and hold harmless the CPA, and its directors, officers, agents, and employees, from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys’ fees, arising from or related to any violation on the part of FIRM or its employees, agents, or subcontractors of any such laws, rules, regulations, ordinances, or directives.

G. Record Retention and Inspection:

FIRM will maintain records related to this engagement in formats and organization that FIRM, in its sole professional judgment, determine are efficient and appropriate for the conduct of this engagement provided that FIRM gives written notice to CPA of the formats and organization used. After the engagement ends, meaning the date of FIRM’s last bill for services in this matter, FIRM will maintain or destroy these records in accordance with FIRM’s then-existing record retention policy. A copy of FIRM’s current record retention policy and any changes to the record retention policy shall be promptly provided to CPA.

Notwithstanding the foregoing, FIRM will first give CPA written notice of its intention to destroy the records at CPA’s last known address and a copy of the notice shall be sent to CPA’s General Counsel at the email address provided herein. The notice will inform CPA that the records will be destroyed 60 days after the date of the notice unless CPA notifies FIRM in writing that CPA wants the records to be sent to CPA at your expense. If the notice is returned to FIRM as undeliverable, FIRM will destroy the records, as the lack of a correct forwarding address will indicate that CPA has abandoned them. If at any time CPA requests transfer of the records to which CPA is entitled, FIRM shall transfer such records in electronic formats and organized in a manner in which FIRM has maintained them. In that event or if CPA requests destruction of the records, FIRM reserves the right to retain, at FIRM’s expense, a copy of any part of the records to comply with legal or ethical obligations. Within ten (10) days of CPA’s written request, FIRM shall allow CPA or authorized State or Federal agencies or any duly authorized representative to have the right to access, examine, audit, excerpt, copy, or transcribe any pertinent transaction, activity, time cards, or other records relating to this AGREEMENT.

H. Confidentiality:

1. FIRM shall maintain the confidentiality of all information which it may acquire arising out of or connected with activities under this AGREEMENT in accordance with all applicable Federal, State, and CPA laws, regulations, ordinances, and directives relating to confidentiality, including the Code of Professional Responsibility. FIRM shall inform all of its principals, employees, and agents providing services hereunder of the confidentiality provisions of this AGREEMENT.

2. FIRM shall ensure that all attorneys, paralegals, and secretarial and clerical personnel having access to information relevant to FIRM’s provision of services under this AGREEMENT, are aware of and acknowledge the confidentiality requirements set forth in paragraph 1, above.

3. These confidentiality obligations shall survive this AGREEMENT’s termination or expiration.

4. FIRM is rendering legal services only to CPA and to no other person or entity in connection with the matters described above. As long as CPA keeps confidential FIRM’s advice, the attorney-client privilege and the confidential relationship will not be inadvertently waived.

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10 I. Communications With CPA:

FIRM recognizes that its communications with CPA and its agents and employees, officers and/or representatives are subject to the attorney-client privilege. FIRM warrants that it shall not disclose or use in any manner other than in the furtherance of FIRM’s representation of CPA, any privileged information obtained from CPA or its officers, agents, or employees. FIRM understands that the CPA General Counsel is the legally empowered legal representative of the CPA and its officers and employees and FIRM shall not without specific direction from CPA General Counsel communicate with, advise or represent the CPA’s Board of Directors or other CPA officers or employees.

J. Conflict of Interest: Failure to comply with the provisions of this paragraph shall be a material breach of this AGREEMENT.

1. No CPA employee whose position with 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 FIRM or have any other direct or indirect financial interest in this AGREEMENT. No officer or employee of FIRM 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 CPA’s approval or ongoing evaluation of such work.

2. FIRM shall comply with all conflict of interest laws, ordinances, resolution, and regulations now in effect or hereafter to be enacted during the term of this AGREEMENT. FIRM warrants and represents that it is not now aware of any facts that create a conflict of interest. If FIRM hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it shall immediately disclose the conflict in writing to CPA and shall resolve the issue in a manner satisfactory to CPA provided FIRM is ethically able to disclose any details. Full written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. FIRM agrees to notify CPA of any conflicts of interest and agrees to seek CPA’s consent and waiver before representing another client adverse to CPA.

K. Ownership:

To the extent permitted by law or contract, CPA shall own, or retain all right, title and interest in and to all proprietary information provided by CPA to FIRM in connection with this AGREEMENT (“CPA Information”) and all finished or unfinished content, writing and materials including but not limited to materials, reports, plans, studies, documents and other writings prepared by FIRM, its partners, employees, contractors, and agents as deliverables for Exhibit A (“CPA Materials”).

CPA grants FIRM the right to use of CPA Information or CPA Materials during the Term of this AGREEMENT.

L. Authorization Warranty:

FIRM represents and warrants that the signatory to this AGREEMENT is fully authorized to obligate FIRM and that all corporate acts necessary to the execution of this AGREEMENT have been accomplished.

M. Changes and Amendments of Terms:

CPA reserves the right to change any portion of the work required under this AGREEMENT or amend its terms and conditions as may become necessary.

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11 N. Validity:

The invalidity in whole or in part of any provision of this AGREEMENT shall not void or affect the validity of any other provision.

O. Waiver:

No waiver of a breach of any provision of this AGREEMENT by either party shall constitute a waiver of any other breach of the provision or any other provision of this AGREEMENT. Failure of either party to enforce any provision of this AGREEMENT at any time shall not be construed as a waiver of that provision. CPA’s remedies as described in this AGREEMENT shall be cumulative and additional to any other remedies in law or equity.

P. Remedies Reserved to CPA:

The remedies reserved to CPA shall be cumulative and additional to any other remedies provided in law or equity.

Q. Complete Agreement and Interpretation:

This AGREEMENT supersedes all prior communications and all previous written and oral agreements and shall constitute the complete and exclusive statement of understanding between CPA and FIRM relating to the subject matter of this AGREEMENT. No provision of this AGREEMENT is to be interpreted for or against either party because that party’s legal representative drafted such provision.

Executed as of the date set forth on the cover page to this AGREEMENT:

Chapman and Cutler LLP Clean Power Alliance of Southern California ____________________________________ ____________________________________ By: Douglas A. Bird By: Theodore Bardacke
Title: Partner Title: Chief Executive Officer
Approved as to Form:
____________________________________
By: Nancy Whang
Title: General Counsel

EXHIBIT A

SCOPE OF WORK AND COMPENSATION / HOURLY BILLING RATES
Chapman and Cutler LLP (“FIRM”)

SCOPE OF WORK
At CPA's direction, FIRM shall provide to CPA the following services for the prepay

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A-1
transaction, including the issuance of the prepayment bonds, whether in one (1) or more transaction(s):

Task #1: Legal Analysis and Support
Provide legal analysis and support, including:
• Serve as a “prepay bond” legal subject matter expert, review, and provide input or other support (as directed by CPA) on all documentation related to CPA and the issuer through attendance (in person or as necessary by virtual meetings) at all working group/document sessions with CPA’s staff, consultants, and other professionals. • Negotiate execution versions of all contracts in the prepay transaction(s) and provide advice and any necessary support related to such negotiations. • Draft Resolution(s) of the Board and/or other documentation needed to authorize CPA to enter into prepay transaction(s).
• Serve in the capacity of Disclosure Counsel in the drafting of the Preliminary and Final Official Statements.
• Manage execution and filing of final prepay documents requiring approval from CPA upon transaction close.

Expected Deliverables for Task #1:
• Prepare final drafts of all prepay transaction documents requiring approval from CPA for final review, execution, and filing upon transaction close. • Prepare draft Resolution(s) of the Board or related documentation for the Board to authorize prepay transaction(s).

COMPENSATION
The total amount of fees for services shall be a fixed fee of $175,000.00 per transaction for the first two prepay transactions completed, and $125,000 for each prepay transaction completed thereafter, payable exclusively from the proceeds of the prepayment transaction. In no event shall the cumulative total fees for services provided under this Exhibit A exceed $600,000.00, unless expressly authorized in writing by CPA.

In the event that CPA decides, in its sole and exclusive discretion, not to proceed with a prepayment transaction for any reason and at any time, no fee will be due to FIRM unless expressly authorized in writing by CPA.

CPA and FIRM acknowledge that the not-to-exceed amounts are not estimates of the total costs required to complete this engagement.

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Staff Report – Agenda Item 3
To: Board of Directors
From: Cara Rene, Director, Communications & Marketing
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Professional Services Agreement with Help Good LLC Date: October 16, 2025

RECOMMENDATION
Approve and authorize the Chief Executive Officer to execute a one-year Professional Services Agreement (PSA) with Help Good LLC for creative services in a not-to-exceed (NTE) amount of $348,300 for the one-year initial term and for each of the two optional one-year renewal terms for a total NTE amount of $1,044,900.

BACKGROUND/ DISCUSSION
CPA continues to grow its customer program offerings and elevate its brand to further build awareness, engagement and understanding of the benefits we provide to our communities. To support creative development needs that bolster communications, marketing and outreach efforts, CPA contracts with a variety of vendors with specific expertise and experience to achieve particular outcomes.

Under the proposed contract, Help Good, a Los Angeles-based social impact marketing agency, will provide creative support to accomplish a variety of needs including building visibility for CPA’s suite of customer programs, developing enrollment campaigns, creative and copy development for paid media production, as well as cultural adaptation for program recruitment campaigns to foster engagement with CPA’s varied customer base.

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Board of Directors Item 3
Work planned for this fiscal year for Help Good includes:
• Extending and optimizing CPA’s current brand campaign to help increase CPA’s brand awareness and understanding of what CPA does, and building trust in the diverse communities CPA serves.
• Developing communications and marketing content for English, Spanish, Korean, and Chinese-speaking customers to ensure authenticity and cultural relevance and resonance for local customers.
• Supporting the development and implementation of comprehensive marketing strategies to promote awareness, understanding, and participation in CPA’s customer programs.
• Shaping messaging and creative approaches that effectively communicate the purpose, benefits, and value of CPA’s programs.
• Creative and copy development for paid media production, including social media, banners, short form video, landing pages, and emails.

SOLICITATION PROCESS AND SELECTION
CPA issued a Request for Proposals on June 17, 2025, to procure creative services for digital marketing, website, social media, and creative design services that support CPA’s day-to-day communications and marketing operations and enhance CPA’s brand, customer programs, and organizational initiatives. The solicitation was distributed to known vendors and posted publicly on CPA’s website in accordance with CPA’s procurement policies.

CPA received 23 proposals by the July 17, 2025 submission deadline, and four proposers were shortlisted for interviews. Proposals were evaluated by CPA staff based on their qualifications, experience, creative approach, and ability to deliver the requested scope of services. Help Good LLC is being recommended as the most qualified proposer offering the best value to CPA based on their expertise working with non-profit and public agencies, their highlighted work and processes, their multicultural work and experience in creating outreach that resonates with local audiences, and their competitive pricing.

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Board of Directors Item 3
Staff negotiated a Professional Services Agreement with Help Good LLC for a not-to-exceed amount of $348,300 for an initial one-year term, with the option to renew for up to two successive one-year terms. If staff exercises the option to renew, each of the two successive one-year terms would also have an NTE of $348,300. The total value of the contract will not exceed $1,044,900.

FISCAL IMPACT
Funds for the first year of this contract are included in the FY 2025-26 Board-approved budget. Funds for subsequent years would be included in future budget proposals should CPA choose to renew the PSA with Help Good.

ATTACHMENTS

1. Professional Services Agreement (PSA) with Help Good LLC

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1 Clean Power Alliance of Southern California
This Professional Services Agreement (this “Agreement”), dated and effective as of October 17, 2025 (the “Effective Date”), is made by and between:

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA (“CPA”), and HELPGOOD LLC (“Contractor”).

RECITALS
WHEREAS, CPA may contract with a provider for digital marketing, website, social media support, and creative design services;
WHEREAS, CPA conducted Request for Proposals (“RFP”) and CPA selected Contractor because Contractor has the expertise and experience to provide the specified services to CPA and offered CPA the Best Value;
WHEREAS, Contractor desires to provide these specified services to CPA; WHEREAS, the purpose of this Agreement is to set forth the terms and conditions upon which Contractor shall provide services to CPA; NOW, THEREFORE, it is agreed based on the consideration set forth below by the Parties to this Agreement as follows:

AGREEMENT

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

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

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

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

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

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

If the termination for convenience is partial, Contractor may submit to CPA a request in writing for equitable adjustment of price or prices specified in the Agreement relating to the portion of this Agreement which is not terminated, including any non-cancellable third-party commitments or subcontractor costs that Contractor has reasonably incurred in reliance on this Agreement, provided that Contractor has made commercially reasonable efforts to mitigate such costs.

CPA may, but shall not be required to, agree on any such equitable adjustment.

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

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

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

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5 that the disclosure of such information by such third party is not known by Contractor or its Representatives to be in breach of a confidentiality agreement or other similar obligation of confidentiality; (4) information that Contractor or its Representatives develop independently without use of or reference to Confidential Information provided by Contractor; or (5) information that is approved for release in writing by Contractor.
c. California Public Records Act. The Parties acknowledge and agree that the Agreement including but not limited to any communication or information exchanged between the Parties, any deliverable, or work product are subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.). In order to designate information as confidential, the Disclosing Party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.” The Parties agree not to over-designate material as Confidential Information. Over-designation includes stamping whole agreements, entire pages or series of pages as “Confidential” that clearly contain information that is not Confidential Information. d. Third Party Request for Confidential Information. Upon request or demand of any third person or entity not a Party hereto pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information”), CPA will as soon as practical notify Contractor in writing via email that such request has been made.

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, 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.

Nothing herein shall be construed as a limitation on Contractor’s obligation under

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6 paragraph 12 of this Agreement to indemnify, defend, and hold CPA harmless from any and all liabilities arising from the Contractor’s negligence, recklessness or willful misconduct in the performance of this Agreement. CPA agrees to timely notify the Contractor of any negligence claim.

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

Contractor shall be responsible for initiating, maintaining and supervising all safety

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7 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.

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

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

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8 subcontractor is bound by and will comply with the nondiscrimination mandates of all federal, state and local statutes, regulations and ordinances.

11. Work Product.

In the case of CPA, to:

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

Name/Title: Michael Bellavia, CEO
Address: 145 S Fairfax Ave., Suites 200 & 300, Los Angeles, CA 90036 Telephone: (310) 384-8099
Email: [email protected]

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

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

17. 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.

18. 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

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10 the County of Los Angeles.

19. 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.

20. 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.

21. 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.

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

HelpGood LLC Clean Power Alliance of Southern California ____________________________________ ____________________________________ By: _______________________ By: Theodore Bardacke
Title: _______________________ Title: Chief Executive Officer

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Exhibit A – Scope of Work

PROJECT TASKS AND DELIVERABLES
Contractor shall be responsible for providing a full range of digital marketing, website, social media support, and creative design services.

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

Task #1: CPA Brand Growth and Creative Content
Create engaging brand content across various channels, including:

1. Extending and optimizing CPA’s current brand campaign to help increase CPA’s brand awareness, understanding of who CPA is and what CPA does, building trust in the diverse communities CPA serves, and CPA’s position as a thought leader in the clean energy space.

2. Adapting and resizing campaign assets for various placements (digital, print, out of home, social), including formatting and light copyediting to fit channel requirements.

3. Preparing and finalizing production files, including versioning in English, Simplified Chinese, and Spanish, and exporting assets into required formats (PDF, JPG, PNG, etc.).

4. Providing light motion/animation support for digital and social media assets and ensure visual quality control and proofing prior to distribution.

Task #1 Anticipated Deliverables:

1. Brand campaign concepts.

2. Adaptation and resizing of campaign assets for various placements.

3. Light motion/animation support for digital and social media assets.

4. Ongoing creative asset optimization.

Timeline for Task #1:

1. Brand campaign concepts will commence Q4 2025 and be delivered in February 2026.

2. Brand campaign creative assets will be dependent on paid media campaign anticipated for Q4 2025 – Q1 2026.

Task #2: Marketing for CPA Program Recruitment
Support the development and implementation of comprehensive marketing strategies to promote awareness, understanding, and participation in CPA’s customer program, including:

1. Collaborating with CPA’s Communications and Marketing team to shape messaging and creative approaches that effectively communicate the purpose and benefits of CPA’s programs.

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2. Helping build visibility for CPA’s suite of customer programs, which fall into three (3) core areas that support the transition to a clean energy future:

2.1. Grid management and resiliency.

2.2. Transportation and building electrification.

2.3. Local energy procurement.

3. Developing enrollment campaigns for CPA programs.

3.1. Objectives will vary for each program; creative briefs will be provided for each new program project.

3.2. This may include, among other tasks, crafting messaging, designing collateral for event street teams, creating webpages (no development needed), producing paid media assets, and developing stakeholder engagement materials.

3.3. Optimizing existing residential, commercial, and community partner program content such as emails, digital banners, flyers/brochures and webpages.

4. Cultural adaptation for program recruitment campaigns.

4.1. Many of CPA’s program recruitment campaigns, collateral, and website content will be adapted for English, Spanish, Korean, and Chinese-speaking customers to ensure authenticity and cultural relevance and resonance for local customers.

4.2. This includes language localization, cultural reflection in imagery and messaging, and consideration of cultural preference and nuances in campaign execution.

Task #2 Anticipated Deliverables:

1. Creative and copy development for paid media production, including social media, banners, short form video, landing pages, and emails.

2. Strategic recruitment campaign plans as assigned for each CPA program.

3. Creative assets, including advertisement creative, landing pages, and multichannel content.

4. Recommendations for ongoing optimization, tactic exploration, and improvement of recruitment efforts.

Timeline for Task #2:

1. Ongoing over the duration of the Agreement.

Task #3: As-Needed Services
Under the direction of CPA staff, Contractor shall provide additional as-needed digital marketing, website, social media support, and creative design services that may include, but are not limited to, the following:

1. As-needed graphic design work related to asset creation for social media, web page creation and messaging, and related creative assets for brand and program campaigns.

2. As-needed creative support related to projects associated with brand and program campaigns.

Task #3 Anticipated Deliverables:

Agenda Page 73

1. Completion of the as-needed services as set forth above.

Timeline for Task #3:

1. Ongoing over the duration of the Agreement.

Agenda Page 74
Exhibit B – [Intentionally Left Blank]

Agenda Page 75
Exhibit C – Compensation
Contractor shall satisfactorily provide all the contemplated Services detailed in Exhibit A at the following hourly rates specified in the table below and in compliance with the terms and conditions of this Agreement:

Description Hourly Rate
Blended Rate $175
For any subsequently authorized Renewal Term, Contractor’s hourly rates shall be subject to adjustment by mutual agreement, not to exceed the lesser of 1) the Consumer Price Index for All Urban Consumers (“CPI-U”) plus one percent (1%), or 2) five percent (5%). Any such adjustments shall be applied to the prior year’s rates at the time of renewal.

Maximum Annual Authorized Fees per Task:

Contract (Task) Item Estimated Due Date
Maximum
Authorized
Fees
Task #1: CPA Brand Growth and Creative
Content
March 31, 2026 or as
directed by CPA $118,125
Task #2: Marketing for CPA Program
Recruitment
Ongoing over the
duration of the
Agreement
$126,875
Task #3: As-Needed Services
Ongoing over the
duration of the
Agreement
$77,500
Project Management
Ongoing over the
duration of the
Agreement
$31,500
Discount of 5% applied retroactively to Maximum Authorized Fees upon completion of 80% of the Initial Term or utilization of 80% of the Maximum Authorized Fees
($17,700)
Maximum Annual Authorized Fees $336,300
Any travel, administrative expenses, and materials (hereinafter, “Expenses”) will be billed in the amount incurred by Contractor for actual out-of-pocket cost, without any additional mark-up by Contractor. Any Expenses incurred shall be billed for the month in which the Expenses are incurred. Expense reports detailing all Expenses, along with receipts, shall be presented to CPA for reimbursement. All expenses must be approved by CPA in advance writing before they are incurred.

Maximum Annual Authorized Expenses $12,000

Agenda Page 76
A project budget shall be presented and approved by CPA for each task before any work commences. CPA reserves the right to reject and to not pay costs that were not approved in compliance with this provision.

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 Forty-Eight Thousand Three Hundred Dollars ($348,300) ("Not-to-Exceed" or "NTE") during the Initial Term and for any authorized Renewal Term.

Total Annual Maximum Not to Exceed $348,300
Contractor shall satisfactorily perform and complete, in the judgement of CPA, all required Services in accordance with Exhibit A notwithstanding the fact that total payment from CPA shall not exceed the NTE.

Agenda Page 77
Exhibit D – [Intentionally Left Blank]

Agenda Page 78
Staff Report – Agenda Item 4
To: Board of Directors
From: Gina Goodhill, Senior Director, Government Affairs Approved By: Ted Bardacke, Chief Executive Officer
Subject: Receive and File October 2025 Bill Positions Report Date: October 16, 2025

RECOMMENDATION
Receive and file.

ATTACHMENT

1. 2025 Legislative and Regulatory Policy Platform

Agenda Page 79
Board of Directors Item 4
Bill Number &
Author
Title & Summary Status CPA Position Alignment with
CPA Policy
Platform
Notes
AB 729
Assemblymember Rick
Zbur
Public Utilities, Climate
Credits: Would move the
California Climate Credit on
customer bills from April and
October to August and
September.
6/05/25
Bill died in the
Legislature
Sponsor 5a August and
September are the
two months (along
with July) in which
CPA customers
typically have their
highest electricity
bills. This bill is likely
to be absorbed by AB
745 (Irwin).

SB 330
Senator Steve Padilla
Electrical transmission
infrastructure: financing
Would identify transmission
infrastructure pilot projects
that state or local public
agencies could develop,
finance, or operate.
7/16/25
Bill died in the
Legislature
Support 1e This bill explores a
public-private
partnership model to
develop
transmission, which
could bring down the
cost of transmission
for ratepayers by
leveraging the
municipal tax status
afforded to public
agencies.

Agenda Page 80
Board of Directors Item 4
SB 540*
Senator Josh Becker
*Original SB 540
language moved to AB
825
Independent System
Operator: independent
regional organization
9/09/25
SB 540 language
was moved to AB
825.
.

Support 2g See AB 825
SB 239
Senator Jesse Arreguin
Open meetings:
teleconferencing:
subsidiary body. Would
allow subsidiary bodies of a
local agency to hold
teleconference meetings
without having to notice and
Bill died in the
legislature
Support 5c This bill would allow
our Community
Advisory Committee
to meet remotely,
thus increasing
opportunities for the
participation of
volunteers.

Agenda Page 81
Board of Directors Item 4
make publicly available each
teleconference location
AB 740
Assemblymember John
Harabedian
Virtual power plants: load
shifting Would require the
CPUC to create a strategy
and perform a study to better
understand the impact of
virtual power plants (VPP) on
the grid.
10/3/25
Vetoed by
Governor
Support 2a, 2d Virtual power plants
consist of a network
of decentralized,
medium scale power
generating units and
flexible loads such as
batteries, EVs, smart
appliances, and
flexible heating and
cooling loads.

AB 306
Assemblymember Nick
Schultz
Building regulations: state
building standards
Would prohibit a city or
county from making changes
to the building code until
June 1, 2031, with limited
exceptions.
6/25/25
AB 306 language
was inserted into
AB 130, the
Housing Budget
Bill. AB 130 was
chaptered into
law and approved
by the Governor
on 6/30/25.

Oppose Unless
Amended
3a, 3b This will impact
CPA’s Reach Code
Program and the
work of many of our
member agencies to
advance building
decarbonization
through reach codes.

Despite a strong
coalition effort,
language has been
approved that would
apply to both new
and existing
construction and will

Agenda Page 82
Board of Directors Item 4
go into effect
beginning Oct 1,
2025.

AB 1260
Assemblymember
Christopher Ward
Renewable energy
subscription programs
Would re-open the
community solar proceeding
at the CPUC to modify the
calculations in avoided costs,
among other things.
5/23/25
Bill died in the
legislature
Watch 3c This could have an
impact on CPA’s
Power Share
program.

AB 303
Assemblymember Dawn
Addis
Battery Storage Facilities
Imposes requirements to site
battery storage facilities,
uses the same sensitive
receptors, land use
restrictions, and set back
requirements as new oil well
requirements.

Bill died in the
legislature
Watch 2a
SB 283
Senator John Laird
Energy storage systems.

Establishes the Clean
Energy Safety Act of 2025
and requires energy storage
systems authorized by the
CEC or a local government
10/06/25
Approved by
Governor,
Chaptered into
law
Support 2a This bill is a response
to growing public
concern over fires in
large battery energy
storage systems
(BESS). CPA
supports the

Agenda Page 83
Board of Directors Item 4
to comply with new fire safety
standards.
maintenance and
operation standards
proposed in this bill.

SB 256
Senator Sasha Renee
Perez
Electricity: electrical
infrastructure. Would
require electrical utilities to
prioritize undergrounding of
power lines, strengthen
public safety power shut off
standards and accountability,
requires union labor for the
undergrounding. Would also
grant CPUC the ability to
immediately access all
relevant fault data related to
natural disasters.
8/29/25
Bill died in the
legislature
Watch 2e, 3b, 3c
AB 1117
Assemblymember Nick
Schultz
Electricity: rates: optional
dynamic rate tariffs
Would require the CPUC to
develop optional dynamic
rate tariffs and would give
ratepayers the options to
elect a dynamic rate tariff
8/29/25
Bill died in the
legislature
Watch 1a
SB 541
Assemblymember Josh
Becker
Electricity: load shifting:
dynamic pricing
10/3/25
Vetoed by
Governor
Watch 1a, 1d As currently written,
this bill could infringe
on CCA autonomy

Agenda Page 84
Board of Directors Item 4
Would require the CEC to
allocate load shifting goals to
load serving entities (LSE),
would require LSEs to meet
load-shifting goals and to
offer dynamic pricing tariffs.
and create
duplicative
requirements in
relation to recent
CEC and CPUC
rulemakings on
dynamic pricing.

AB 825*
Assemblymember Cottie
Petrie-Norris
*Original AB 825
language moved to SB
254
Independent System
Operator: independent
regional organization
Pathways bill to establish a
regional energy cooperative
(“regionalization”) to optimize
California’s energy markets,
increase grid reliability,
reduce costs to ratepayers,
and accelerate the transition
to clean energy.
9/19/25
Approved by
Governor,
Chaptered into
law
Support 2g Gives permission for
California to
participate in a new
independent
wholesale regional
electricity market.

The original language
was in SB 540.

SB 254
Senator Josh Becker
Energy
Creates a new “Transmission
Infrastructure Accelerator” to
introduce and manage lower
cost public financing options
for new transmission lines.
9/19/25
Approved by
Governor,
Chaptered into
law
Watch 1e, 2d, 4b, 5a The Legislature’s bill
to tackle energy
affordability, wildfires
costs, and rates
transparency.

Agenda Page 85
Board of Directors Item 4
*Original SB 254
language was partially
combined with original AB
825 language
Adds an additional $18 billion
to California’s Wildfire Fund
and creates new restrictions
around IOUs profiting from
grid hardening.

AB 942
Assemblymember Lisa
Calderon
Net energy metering:
eligible customer-generators: tariffs
Would require new property
owners inheriting solar
systems to take service
under the current, not
inherited NEM tariff, and
would disqualify a customer-generator from receiving the Climate Credit.
8/29/25
Bill died in
legislature
Watch 3a, 5c This bill was recently
amended to remove
the proposed sunset
to legacy NEM
contracts after 10
years
AB 1408
Assemblymember Jacqui
Irwin
Electricity:
interconnections
10/03
Vetoed by
Governor
Watch 1e, 2d Surplus
Interconnection
Service is potentially

Agenda Page 86
Board of Directors Item 4
Would require electric utilities
and the CAISO to consider
“surplus interconnection” as
part of various transmission
and distribution planning.
a medium-term
solution to reducing
delays in the
interconnection
process by allowing
clean energy projects
to connect to the grid
through the unused
portion of an existing
generator’s point of
interconnection.

AB 745*
Assemblymember Jacqui
Irwin
*Original AB 745
language moved to AB
1207
Electricity: climate credits
Would move the California
Climate Credit on customer
bills from April and October
to July, August and
September. It would also
calculate credit on a
volumetric basis, rather than
a fixed amount.
9/10/25
Bill no longer
moving forward –
partial bill
language inserted
into AB 1207 (see
notes).

Watch 5a Along with AB 729,
SB 254, and AB 942,
this is one of several
bills that makes
changes to the
California Climate
Credit. Much of the
language in AB 745
was ultimately
inserted into AB
1207, which re-authorized the Cap-and-Trade Program
(now renamed the
Cap-and-Invest
Program). AB 1207

Agenda Page 87
Board of Directors Item 4
moves the Climate
Credit to the 4 high-billed months but
removes the addition
of a volumetric
calculation suggested
in AB 745.

AB 1207
Assemblymember Jacqui
Irwin
Climate change: market-based compliance
mechanism: extension
Extends cap-and-trade
through 2045 and makes
changes to the offsets and
allowances. Amends and
increases the California
Climate Credit.
9/19/25
Approved by
Governor,
Chaptered into
law
N/A (bill
language
introduced
9/10)
SB 840
Senator Monique Limon
Greenhouse Gas
Reduction Fund: Studies
Makes changes for how
greenhouse gas reduction
fund (GGRF) money is spent.
9/19/25
Approved by
Governor,
Chaptered into
law
N/A (bill
language
introduced
9/10)

Agenda Page 88
Final 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.

Agenda Page 89

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

Agenda Page 90
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. 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

Agenda Page 91
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. 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. c. 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. d. 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.
a. 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.
b. Billing Transparency: CPA will pursue administrative and legislative initiatives that increase customer understanding of electricity bill components and display

Agenda Page 92
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
c. 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.

Agenda Page 93
Staff Report – Agenda Item 5
To: Board of Directors
From: Christian Cruz, Senior Community Outreach Manager Approved by: Ted Bardacke, Chief Executive Officer
Subject: Community Advisory Committee (CAC) Report
Date: October 16, 2025

RECOMMENDATION
Receive and file.

SEPTEMBER 2025 MEETING REPORT
CPA Marketing and Communications Update
The CAC received an update on CPA’s marketing and communications efforts to date.

The presentation included an overview of CPA’s new interactive programs webpage and awareness campaign designed to highlight customer offerings. Staff also provided the CAC with a summary of feedback obtained at the recent retreat, which will help guide CPA’s RFP process for a CPA Mobile Education Unit.

In addition, the update covered CPA’s communication around new member agency expansion. CPA has developed multi-tiered messaging to announce the transition to service in October 2025 for the cities of Lynwood, La Cañada Flintridge, and Port Hueneme. Outreach materials for each city include fact sheets, social media assets, custom webpages, and four direct-mail notifications—all translated into multiple languages.

The CAC requested that staff continue providing updates on member agency expansion and related communications.

ATTACHMENT

1. CAC Meeting Attendance
Agenda Page 94
Board of Directors Item 5
Community Advisory Committee Attendance
2025
Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov
East Ventura/West LA County
Angus Simmons ✓ ✓ ✓ ✓ ✓ A A
Kat Selm ✓ ✓ ✓ A A ✓ ✓
Debbie West A A A A A ✓ ✓
San Gabriel Valley
Casey Law A ✓ ✓ A A ✓
Vacant
West/Unincorporated Ventura County
Kent Bullard A ✓ ✓ ✓ ✓ A A
Daniel Mora ✓ A ✓ ✓ ✓ ✓ ✓
South Bay
Cort Casady ✓ ✓ ✓ ✓ ✓ ✓ ✓
Diane Wallace ✓ ✓ ✓ ✓ ✓ ✓ ✓
Gateway Cities
Vacant
Genaro Bugarin ✓ ✓ ✓ ✓ ✓ ✓ ✓
Westside
Cris Gutierrez ✓ A ✓ ✓ ✓ ✓ ✓
David Haake A ✓ ✓ A A ✓ ✓
Unincorporated LA County
Neil Fromer ✓ ✓ ✓ ✓ A ✓ ✓
Margaret Fuentes ✓
✓ - Attended A – Absent X – Medical/Personal Leave Gray – Vacant/Dark Action Items and Presentations
January
Low Income Solar and Storage Program
July
CAC Retreat
February
Legislative Update and 2025 Policy Platform
CPA Programs General Update
August
Dark
March
CPA Programs Fire Response Programs
September
MarCom Update
April
FY 2025/2026 Rate Options
October
May
Officer Appointments
2025/2026 Budget Priorities
November
June
Cancelled
December
Agenda Page 95
Staff Report – Agenda Item 6
To: Board of Directors
From: Tsemon Awala-Velly, Advisor, Structured Contracts Reviewed by: John McNamara, Director, Structured Contracts Lindsay Descagnia, Vice President, Power Supply
Matthew Langer, Chief Operating Officer
Nancy Whang, General Counsel
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Amendments to the Power Purchase Agreement General Conditions and Special Conditions with Coast Energy DevCo, LLC
Date: October 16, 2025

RECOMMENDATION
Approve and authorize the Chief Executive Officer to execute amendments to the eleven (11) Power Purchase Agreement Special Conditions (PPAs) with Coast Energy DevCo LLC (Coast Energy) for the Power Ready program.

BACKGROUND
Power Ready is a community benefit program offered to CPA’s member agencies and community-critical sites. The program enhances energy and community resiliency by installing solar-plus-storage systems as a clean energy backup source that is available when a power outage occurs. Eligible facilities include those that provide the continuation of a critical public service (emergency operations centers, police stations, fire stations, etc.), and those that serve as a place of refuge for the community (community centers, cooling centers, libraries, etc.).

Compared with typical solar and battery systems, the Power Ready program provides several unique offerings, including a guarantee that a portion of the battery will always be available for planned and unplanned power outages for critical loads at facilities. CPA also guarantees that annual electricity charges for the host site will be equal to or less than the

Agenda Page 96
Board of Directors Item 6
amount that would have otherwise been charged if they did not participate in the Power Ready program.

CPA’s Power Ready program solves the following challenges encountered by member agencies in developing crucial resilience projects:
• Aggregates a portfolio of projects to realize economies of scale for a cost-effective portfolio
• Delivers a system that is optimized for providing back-up power during power outages • Provides technical consulting and subject matter expertise to participants • Negotiates complex contracts directly with vendors on the participant’s behalf • Manages the performance of the systems through the full term of the project On February 1, 2024, CPA’s Board of Directors approved the PPAs with Coast Energy for 11 backup battery energy systems and photovoltaic systems at sites owned by 8 member agencies (Power Ready 1 Projects). However, due to delays in execution of site leases with some member agencies and changing financial and market conditions, the projects have faced significant delays and cost increases. To ensure that the projects continue in development and eventually come online, Coast Energy and CPA staff have negotiated amendments to the PPAs.

Summary of Progress to Date
The Power Ready program was first presented to CPA member agencies in 2019. The Power Ready portfolio is comprised of 11 backup energy systems totaling 1.15 megawatts (MW) of solar photovoltaic systems paired with 1.3 MW and 5.2 MWh of battery energy storage system (BESS) capacity. Substantial progress has been made since the PPAs were executed in February, including:

1. Coast Energy has executed Site Lease Agreements (SLAs) with 7 of the 8 member agencies. The last SLA is planned for the next City Council meeting agenda for approval at the end of October; and

Agenda Page 97
Board of Directors Item 6

2. Coast Energy has issued notices to proceed with design, interconnection applications, and permitting for 4 of the 11 projects with the remaining expected to proceed soon after executing an amendment to the PPAs.

CONTRACT STRUCTURE
CPA utilizes power purchase agreements as its contracting mechanism for power procurement, including for the Power Ready projects. The PPA for the Power Ready projects is a multi-site PPA containing one (1) General Conditions PPA and eleven (11) Special Conditions PPAs. The General Conditions PPA outlines terms and conditions common to all sites and the eleven (11) Special Conditions PPA’s contain site specific information (such as system size, Renewable Rate, Storage Rate, Guaranteed Commercial Operations Date, Guaranteed Construction Start Date, roof repair estimates etc.). Together, the General Conditions PPA and the eleven (11) Special Conditions PPA’s constitute 11 Power Purchase Agreements between CPA and Coast Energy.

Participating member agencies were also required to negotiate a Site Lease Agreement with Coast Energy after execution of the PPA to host the projects. Member agencies reviewed and commented on drafts of the site lease prior to launch of the RFO. At the end of the term of the PPA, the equipment will be removed and decommissioned unless the member agencies elect to purchase and retain the equipment.

Power Ready Challenges
Due to the power purchasing agreement contracting model utilized for the Power Ready projects, several points of friction exist which affect development of the projects.

First, to issue the RFO, CPA had to first agree to an MOU with each participating member agency. Then after the developer was selected via the RFO, they needed to negotiate a Site Lease Agreement (SLA) with each member agencies to build, own, and operate the Power Ready systems at the participating sites. This process of the member agencies negotiating and approving the SLAs with Coast Energy has resulted in significantly longer timelines than anticipated. So far SLAs have been executed with member agencies for ten projects across seven member agencies. However, negotiation and execution of these agreements extended for up to sixteen months after PPA execution.

Agenda Page 98
Board of Directors Item 6
As a result of these delays, Coast is no longer able to meet the Guaranteed Commercial Operation Dates for the projects. Additionally, financial conditions have changed materially for the renewable energy industry since the PPAs were executed and affected the overall economics of the projects resulting in a price increase request from Coast. Recognizing these impacts, Coast Energy and CPA have negotiated amendments to the PPAs to ensure the projects remain viable.

PROPOSED PPA AMENDMENTS
CPA and Coast negotiated a number provisions, primarily focused on providing pricing and schedule adjustments for Coast while also increasing certainty around project delivery for CPA.
a. Price increase
Considering the issues described above Coast Energy and CPA reached an agreement for (1) a 10% increase to the Renewable Rate and Storage Rates for two (2) projects (Claremont-LA County and Hacienda Heights-LA County), and (2) a 20% increase to the Storage Rate and a 10% increase to the Renewable Rate for two (2) projects (Westlake Village and Oak View-Ventura County). Together, these price increases add up to a 4.6% increase to the overall cost of the Power Ready PPAs.

Coast was able to limit the price increases to four out of the eleven projects because those were the sites that, upon further diligence by Coast, posed the greatest logistical and technical issues for development. The price increases for these projects reflect a number of site-specific factors including a) roofing conditions leading to higher expected costs for roof repair and solar installation, b) electrical upgrades required and related equipment upgrade costs that were not originally anticipated, and c) lower expected solar generation due to surrounding tree shading. These technical items were not detected during the site assessment performed by CPA’s consultant and Coast prior to contract execution as the assessments were preliminary in nature.

Although these changes result in a divergence in pricing amongst the various projects, this is consistent with the approach in the existing PPAs. Each Special Conditions PPA currently has the same Renewable Rate and Storage Rate, respectively. However, staff anticipated

Agenda Page 99
Board of Directors Item 6
that each project could have a different final contract price based on certain site-specific factors and ultimate receipt of different funding from the state’s Self Generation Incentive Program or federal Investment Tax Credits. Therefore, even though the proposed amendment results in different pricing for 4 of the sites, the proposed pricing structure remains within the contract structure that was anticipated when the original PPAs were negotiated.
b. Schedule Update
The proposed amendments to the PPAs extend the Guaranteed Commercial Operation Date (GCOD) to Q4 2026 for all 11 projects and the Guaranteed Construction Start Date (GCSD) to Q1 – Q2 2026 for all projects. This is due to delays in receiving executed SLAs from member agencies, and consequently, delays in applying for and receiving permits, acquisition of long lead time equipment and interconnection approvals. CPA staff did not request payment of liquidated damages (referred to as Commercial Operation Delay Damages) to extend the GCOD and GCSD, as is often CPA’s practice, because the project delays are partly due to extended negotiations of the SLAs with participating agencies. In addition, because the PPA prices are increasing as part of the amendment, seeking Delay Damages would only create additional upward price impact on Coast Energy.

The proposed milestones extensions include buffers to ensure sufficient time to complete the projects even if there are minor additional delays. The PPAs anticipate the possibility of different GCODs and GCSDs. As such, the development milestones are stated in the separate Special Conditions PPA.

See table below for details on proposed milestone extensions.

Projects
Current
GCSD Proposed GCSD Current GCOD Proposed GCOD
Agoura Hills 4/1/2025 3/25/2026 3/3/2026 11/27/2026
Beverly Hills 5/3/2025 6/15/2026 2/2/2026 12/25/2026
Oxnard 5/3/2025 3/25/2026 2/2/2026 12/3/2026
Sierra Madre 4/6/2025 4/10/2026 1/6/2026 12/16/2026
South Pasadena 5/3/2025 4/26/2026 2/2/2026 12/23/2026

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Board of Directors Item 6
c. Roof Repair
The PPAs, include language which provides for increases to the Renewable Rate to cover roof repair costs that exceed a benchmark cost stated in the Special Conditions PPA. The amendment updates the roof repair costs to reflect Coast’s current cost estimates. d. Seller termination rights
The General Conditions PPA includes language which allows the Seller to propose certain changes to the PPAs prior to the Commercial Operation Date and if CPA rejects such changes the Seller may terminate the PPAs and get their collateral back. These provisions have been updated to tighten the conditions under which Seller may terminate the PPA to reflect the limited and specific risks that remain to Seller as of the date of the effective date of the Amendment. Although the parties wish to avoid future changes, the possibility remains given the difficult development environment.
e. Other miscellaneous amendments
The proposed amendments include minor changes to update the Special Conditions PPA for Westlake Village and Agoura Hills to confirm the Storage Capacity size chosen by those member agencies, correct spelling errors, update the Guaranteed Capacity to represent a DC-coupled system, and update the 11 Special Conditions PPA to reflect Coast Energy’s affiliates selected by Coast Energy as the Seller for each project. Staff does not consider these miscellaneous changes to be material.

Westlake Village 6/24/2025 6/24/2026 5/26/2026 12/18/2026 Claremont 5/3/2025 5/15/2026 2/2/2026 12/25/2026
Hacienda
Heights 5/3/2025
5/15/2026
2/2/2026 12/25/2026
Paramount 5/3/2025 5/15/2026 2/2/2026 12/25/2026
Oak View 5/3/2025 5/24/2026 2/2/2026 12/18/2026
Simi Valley 5/3/2025 5/24/2026 2/2/2026 12/18/2026

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Board of Directors Item 6

RATIONALE FOR THE PROPOSED AMENDMENTS
The amendments to the PPAs will enable the projects to come online and provide energy-resiliency systems at the 11 Power Ready sites which preserve the benefits of the projects for each participating member agency.

Without the amendments, Coast Energy would be unable to deliver the projects. Financial conditions have changed materially for the renewable energy industry since the PPAs were executed, and in some cases, unforeseen issues have been discovered at the project sites.

This has affected the overall economics of the projects. Therefore, price increases and timeline extensions are necessary and the program-wide cost increase of 4.6% is reasonable to ensure that the projects remain viable.

Per CPA’s Energy Risk Management Policy, any amendments to Board-approved long-term contracts that result in material changes to the terms of the contract, such as price increases and the extension of the guaranteed commercial operation date greater than 12 months, require approval by the Board.

NEXT STEPS FOR POWER READY PROGRAM
Round 2 of the Power Ready program continues to advance interested participants through technical consulting and site assessments to vet viable future projects. Interested participants can still apply by November 2025 and are encouraged to email [email protected] to learn more. Eligible facilities include those that provide the continuation of a critical public service (emergency operations centers, police stations, fire stations, etc.), and those that serve as a place of refuge for the community (community centers, cooling centers, libraries, etc.).

Following discussions at the Board Retreat in September 2025, CPA staff will continue to explore and perform due diligence around a direct asset ownership approach via an Engineering, Procurement, and Construction (EPC) agreement, with the goal to streamline the contracting process and accelerate project delivery for the Power Ready Round 2 portfolio.

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Board of Directors Item 6

ENVIRONMENTAL REVIEW
The project developer is responsible for acquiring all necessary permits including building permits and electrical permits as is applicable for the installation of the BESS and solar photovoltaic systems to be installed at the eleven (11) member agency sites.

CPA has no role, jurisdiction, or authority whatsoever with respect to permit review or environmental approval.

ATTACHMENT

1. Power Ready Power Purchase Agreement Amendments Presentation

2. Amendment No. 1 to the Renewable Power Purchase Agreements with Coast Energy Devco LLC1
1 Consistent with industry practice, portions of the agreements have been redacted to protect market sensitive information.

Agenda Page 103
Power Ready
Power Purchase Agreement
Amendments
October 16, 2025
Agenda Page 104
Executive Summary
The Power Ready program is a community benefit program offered to CPA’s member agencies to support their community critical sites to be energy-resilient by installing solar-plus-storage systems as a clean energy backup source that is available when a power outage occurs.

On February 1, 2024, CPA’s Board of Directors approved the first round of the Power Ready multi-site Power Purchase Agreement (PPAs), with Coast Energy, for systems totaling 1.15 megawatts (MW) of solar photovoltaic system capacity paired with 1.3 MW of battery energy storage system (BESS) capacity collectively at 11 sites owned by 8 agencies at 11 sites. o The PPA for the Power Ready projects is a multi-site PPA containing a General Conditions PPA and 11 Special Conditions PPAs.

The projects have encountered delays due to extended negotiation of Site Lease Agreements with member agencies. In addition, since the PPAs were executed, financial conditions have changed significantly for the renewable energy industry, including, for example, material and labor costs, and negatively affected the viability of the projects.

To address the impacts of these delays and change in conditions, CPA and Coast Energy have negotiated an agreement to amend the PPAs to ensure the projects remain viable.

Staff is requesting Board approval for the Chief Executive Officer to execute 11 amendments to the 11 Special Condition PPAs with Coast Energy for the Power Ready program.

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2 Power Ready Round 1 Progress
3 This table shows the status of each Power Ready project. While some projects are well advanced with Notice to Proceed to Engineering, Procurement, and Construction, others are less advanced and still in the process of negotiating their Site Lease Agreements with the member agencies.

Member Agency
SGIP
Incentive
Reserved
Site Lease
Agreement
Signed
Notice to
Proceed EPC
SCE Interconnection
Application Status Permit Status
City of Agoura Hills    Submitted; advanced
to Technical Review Preparing submission
City of Beverly Hills* 
City of Oxnard    Submitted; advanced to
Technical Review Preparing submission
City of Sierra Madre    Preparing submission
City of South Pasadena    Preparing submission
City of Westlake Village  
County of Los Angeles
(3 Projects – Hacienda
Heights, Claremont and
Paramount)*
 
County of Ventura
(2 Projects – Oak View
and Simi Valley)
 
*SLA execution expected in October 2025
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Power Ready Round 1 Challenges
4 The PPAs require Coast Energy to execute Site Lease Agreements (SLAs) with participating member agencies to host the systems after execution of the PPAs.

Ten of the eleven Site Lease Agreements (SLAs) have been executed with member agencies for their projects.

However, the negotiation and execution of these agreements extended for up to sixteen months after PPA execution. Negotiations of the remaining SLAs are complete, and are expected to be executed soon o These delays impacted overall project timelines because the execution of an SLA is required for Coast Energy to issue a Notice To Proceed to its Engineering, Procurement and Construction (EPC) contractor and for Coast Energy to start the project designs, materials procurement, interconnection applications and construction.

In addition, since the PPAs and some of the SLAs were executed, financial conditions have changed materially for the renewable energy industry. This has affected the overall economics of the projects.

As a result of the above issues, Coast has requested amendments to the PPA pricing and Guaranteed Commercial Operation Dates to ensure the projects remain viable.

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PPA Amendment Overview
5 Price Increase – Coast Energy and CPA reached an agreement for (1) a 10% increase to the Renewable Rate and Storage Rates for two projects (Claremont – LA County and Hacienda Heights – LA County), and (2) a 20% increase to the Storage Rate and a 10% increase to the Renewable Rate for two projects (Oak View-Ventura County and Westlake Village). o Coast was able to limit price increases primarily to sites that are most challenging to develop while avoiding price increases at other sties.
o Together, these price increases add up to a 4.6% increase to the overall cost of the Power Ready PPAs.

Milestone Extensions – Due to expected delays in receiving long-lead time equipment, interconnection approvals, and SLA execution, Coast Energy has requested extensions to the Guaranteed Construction Start Dates (GCSD) and the Guaranteed Commercial Operation Dates (GCOD) associated across all projects. All GCODs would be extended to Q4 2026, but it is likely some projects will come online earlier.

Roof repairs - The PPAs include language which provides for increases to the Renewable Rate to cover roof repair costs that exceed a benchmark cost originally stated in the Special Conditions PPA. The amendment updates the roof repair benchmark costs to reflect Coast's current cost estimates.

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PPA Amendment Overview Continued
6 Seller termination right - The General Conditions PPA has language which allows the Seller propose certain changes prior to COD and if CPA rejects such changes the Seller may terminate the PPAs. These provisions have been updated to tighten the conditions under which Seller may terminate the PPA to reflect only the specific risks that remain for Coast as of the date of the effective date of the Amendment. Although the parties wish to avoid future changes, the possibility remains given the difficult development environment.

Other minor changes - The proposed amendments also include minor changes to clarify the intent of the parties, including:
o Changes to the Special Conditions PPA to confirm the Storage Capacity selected by Westlake Village and Agoura Hills
o Correction of the Guaranteed Capacity to reflect the developer’s intention to build the systems as DC-coupled systems
o Updates to the Special Conditions PPAs to reflect the special purpose entities selected by Coast Energy as Seller for each project
o Correction of typos in the Special Conditions
Agenda Page 109
Action Requested and Next Steps
Approve and authorize the Chief Executive Officer to execute amendments to the eleven (11) Power Purchase Agreement Special Conditions with Coast Energy DevCo LLC for the Power Ready program.

Power Ready Round 2:
o CPA staff continue to enhance aspects of the Power Ready program. The latest Board Retreat provided key input into exploring a direct asset-ownership/EPC model to streamline contracting and advance Power Ready projects quicker.
o CPA staff will perform diligence of specific risks for this alternative delivery model and will discuss the findings with the Board prior to issuing a solicitation for Round 2 Agenda Page 110
7 Appendix
Agenda Page 111
Power Ready Round 2 - Progress
9 Power Ready Round 2 is wrapping up direct outreach and enrollment in November 2025 – interested critical community sites are encouraged to express interest to [email protected]
Eligible sites include are those that 1) have an active CPA account, and 2) provides a continuation of critical public service and/or a place of refuge for the community. o Specific examples include, but are not limited to: emergency operations centers, city halls, police stations, fire stations, cooling centers, schools, special district headquarters Critical community sites (sites that are not owned by agencies but provide community services, like schools) are eligible. Agencies will formally approve a letter of support for their critical community site to receive the Power Ready offering and CPA will contract directly with the special district or non-profit entity
Round 2 has screened 124 sites and assessed 42 projects to date and are developing candidates for implementation. The technical specifications for the projects will be presented, providing the initial design of the solar and battery systems Power Ready can assess at no-cost, projects with existing solar systems that would like to add battery backup power to them, however the site hosts will procure those systems themselves Future Board discussions will determine the total investment into the Power Ready project costs
Agenda Page 112
AMENDMENT NO. 1
to the

RENEWABLE POWER PURCHASE AGREEMENTS
between

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
and

COAST ENERGY DEVCO, LLC
This Amendment No. 1 (“Amendment”) to the Agreements (as that term is defined below), dated as of October __, 2025 (the “Amendment 1 Effective Date”), is entered between CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA, a California joint powers authority (“Buyer”)), and COAST ENERGY DEVCO, LLC, a Delaware limited liability company (“Seller”). CPA and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties”. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreements.

RECITALS
The Parties enter into this Amendment with reference to the following facts:

A. The Parties entered into that certain Renewable Power Purchase Agreement General Terms and Conditions (the “General Terms”) and those certain Renewable Power Purchase Agreement Special Conditions (each a “Special Conditions”), each as of February 9, 2024, for the projects listed in Section 3(a) below (each, a “Project”) (as amended from time to time, each Special Conditions, incorporating the General Terms by reference, is an “Agreement”, and collectively the “Agreements”), under which, among other things, Seller agreed to sell to Buyer, and Buyer agreed to purchase from Seller, Product under the terms and conditions set forth in the Agreements.

B. Seller has informed Buyer that Seller will not be able to achieve Commercial Operation on or before the Guaranteed Commercial Operation Date for each Facility, even as such date may be extended due to Development Cure Period delays and/or the payment of Commercial Operation Delay Damages (the “COD Delay”) due to failure to timely execute site leases and other delays.

C. The Parties desire to amend the Agreements on the terms and subject to the provisions set forth herein.

AGREEMENT
In consideration of the promises, mutual covenants and agreements hereinafter set forth, and for

Agenda Page 113
2 other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows.

1. Amendments to the General Terms and Conditions. The General Terms are amended as follows:
(a) In Section 1.1, new defined terms are added as follows:
“Amendment 1 Effective Date” has the meaning set forth in the Preamble of PPA Amendment 1.
“PPA Amendment 1” means that certain Amendment No. 1 to the Agreement dated as of [___], 2025.
(b) In Section 1.1, the definition of “Storage Rate” is revised as follows:
“Storage Rate” has the meaning set forth in Schedule 1 of the Special Conditions; provided, (a) if the officer’s certificate provided by Seller pursuant to Section 2.2(g) states that the ITC rate for the Storage Facility is higher than Seller’s assumed ITC rate as set forth in Schedule 1 of the Special Conditions, the Storage Rate shall be reduced by $ per kW-mo. for each percentage point that the new ITC rate is above thirty percent (30%) and (b) the Storage Rate shall be reduced by $ per kW-mo. for each ten thousand dollars ($10,000) of SGIP incentive funds received by Seller in respect of the Storage Facility, and (c) (i) if Buyer provides Notice to Seller that Buyer elects to increase the Guaranteed Storage Capacity to the Alternate Guaranteed Storage Capacity for the Agoura Hills Facility but not for the Westlake Village Facility, the Storage Rate for all Agreements incorporating these General Conditions shall be reduced by $0.50 per kW mo.; (ii) if Buyer provides Notice to Seller that Buyer elects to increase the Guaranteed Storage Capacity to the Alternate Guaranteed Storage Capacity for the Westlake Village Facility but not for the Agoura Hills Facility, the Storage Rate for all Agreements incorporating these General Conditions shall be reduced by $1.50 per kW-mo.; and (iii) if Buyer provides Notice to Seller that Buyer elects to increase the Guaranteed Storage Capacity to the Alternate Guaranteed Storage Capacity for both the Westlake Village Facility and the Agoura Hills Facility, the Storage Rate for all Agreements incorporating these General Conditions shall be reduced by $2.00 per kW mo.” (c) Section 2.1(b) is replaced in its entirety with the following:

In the event that any of the circumstances set forth in this Section 2.1(b) occur prior to the Commercial Operation Date, Seller may, in its sole discretion, provide Notice to Buyer with proposed modifications to the Agreement, with documentation reasonably acceptable to Buyer demonstrating the need for such proposed modifications. Buyer shall, within forty-five (45) days of receipt of such Notice, provide Notice of its acceptance, which shall not be unreasonably withheld, or rejection of such proposed modifications. If Buyer accepts such proposed modifications, the Parties shall amend the Agreement accordingly. If

Agenda Page 114
3 Buyer rejects such proposed modifications to the Agreement or fails to provide such Notice within such forty-five (45) day period, Seller shall have the right, in its sole discretion, to terminate the Agreement, in which case neither Party shall have any liability to the other except for any such liabilities that may have accrued prior to such termination.
(i) Seller determines that the Site, as is, is insufficient to accommodate the Facility or unsuitable for construction or operation of the Facility. (i) There exist Site conditions (including Pre-Existing Environmental Conditions), construction requirements that (a) were not known as of the Amendment 1 Effective Date, (b) could not be overcome with the exercise of reasonable diligence or accommodation by Seller and (c) could reasonably be expected to materially increase the cost of, or time required for, construction of the Facility or would adversely affect the electricity production from the Facility as designed
(ii) Seller has not received (A) a fully executed lease from the Site Host, or (B) a release or acknowledgement from any mortgagee of the Site, if required by Seller’s Lender, to establish the priority of its security interest in the Facility.
(iii)Seller has not received evidence reasonably satisfactory to it that interconnection services will be available with respect to energy delivered by the Facility or, following the Amendment 1 Effective Date, Seller receives notice from the Utility Provider that interconnection costs or interconnection schedule not obtained from the Utility Provider on will materially diverge from that expected by Seller prior to the Amendment 1 Effective Date, and conditions satisfactory to Seller can reasonably be expected to materially increase the cost of, or time required for, construction of the Facility.
(iv)Seller has determined that there are easements, covenants, conditions and restrictions (CCRs) or other land use restrictions, liens or encumbrances that would materially impair or prevent the installation, operation, maintenance or removal of the Facility that were not known to, and could not reasonably have been discovered through the exercise of reasonable diligence by, Seller prior to the Amendment 1 Effective Date. (v) Seller has determined that circumstances or conditions exist that were not known as of the Amendment 1 Effective Date and that could reasonably be expected to materially adversely affect Seller’s ability to achieve the Minimum Guaranteed Cost Savings.
(d) Section 4.9(a), is revised as follows:

If Seller is required to install all or a portion of the Generating Facility on any roof at a Site, and Seller informs Buyer that the roof requires repairs or replacement

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4 other than as set forth in Schedule 1 of the Special Conditions, Seller shall provide to Buyer a binding estimate of Seller’s cost to provide such additional work (the “Roof Work Costs”). Buyer shall have thirty (30) days from its receipt of such estimate to approve such Roof Work Costs, reject such Roof Work Costs or provide for such work itself. If Buyer rejects such Roof Work Costs, Seller shall have the right to terminate the Agreement, and neither Party shall have any liability to the other Party, save and except for those obligations specified in Section Error! Reference source not found.Error! Reference source not found., and Buyer shall promptly return to Seller any Development Security then held by Buyer pursuant to the Agreement, less any amounts drawn in accordance with the Agreement. If Buyer approves such Roof Work Costs, the Renewable Rate for the corresponding Site shall increase by seventy cents ($0.70) per MWh for each ten thousand dollars ($10,000) of such Roof Work Costs.

2. Amendments to the Special Conditions. Each Exhibit to this Amendment includes the specific amendments applicable to the respective Special Conditions and confirms that the amended Special Conditions continue to incorporate the General Conditions as amended herein.
(a) Exhibit A – Agoura Hills
(b) Exhibit B – Sierra Madre
(c) Exhibit C – Westlake Village
(d) Exhibit D – Simi Valley - Ventura
(e) Exhibit E – Oak View
(f) Exhibit F – South Pasadena
(g) Exhibit G – Oxnard
(h) Exhibit H – Paramount
(i) Exhibit I – Hacienda Heights
(j) Exhibit J – Claremont
(k) Exhibit K – Beverly Hills

3. Assignment.
(a) Buyer hereby consents to the assignment of each Agreement by Seller to the respective assignees listed below (each, an “Assignee”), pursuant to Section 14.3(a) of the General Conditions.

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5 Project Location Assignee Entity Name
Agoura Hills Agoura Hills 29900 Ladyface, LLC
Sierra Madre Sierra Madre 232 W Sierra, LLC
Westlake Village Westlake 31200 Oakcrest, LLC
Simi Valley - Ventura Simi Valley 1910 Church, LLC
Oak View Oak View 555 Mahoney, LLC
South Pasadena Pasadena 1414 Mission, LLC
Oxnard Oxnard 214 South, LLC
Paramount Paramount 16254 Colorado, LLC
Hacienda Heights Hacienda 16010 La Monde, LLC
Claremont Claremont 208 Harvard, LLC
Beverly Hills Beverly Hills 471 Roxbury, LLC
(b) Seller represents and warrants that each Assignee is an Affiliate of Seller. Seller shall cause each Assignee to fully assume all liabilities under the respective Agreement as of the Effective Date of such Assignment, including any and all liabilities and obligations of Seller which arose prior to the effective date of such assignment and assumption by each applicable Assignee.

4. Miscellaneous.
(a) Waiver of Prior Default. Buyer hereby waives the Events of Default relating to the COD Delays as described in that certain Notice Regarding Guaranteed Construction Date, dated June 4, 2025, by Buyer, together with any rights and remedies arising from such Event of Default.
(b) Reservation of Rights. Each Except as set forth in Section 4(a), each of the Parties expressly reserves all of its respective rights and remedies under the Agreements. (c) Legal Effect. Except as expressly modified as set forth herein, the Agreements remains unchanged and, as so modified, the Agreements shall remain in full force and effect. Seller hereby represents and warrants that the representations contained in Section 13.1 of the General Terms are true on and as of the Amendment 1 Effective Date as if made by Seller on and as of the Amendment 1 Effective Date with respect to this Amendment. Buyer hereby represents and warrants that the representations contained in Section 13.2 of the General Terms are true on and as of the Amendment 1 Effective Date as if made by Seller on and as of the Amendment 1 Effective Date with respect to this Amendment. (d) Governing Law. This amendment and the rights and duties of the Parties shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this amendment.

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6 (e) Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. (f) Authorized Signatures; Notices. Each Party represents and warrants that the person who signs below on behalf of that Party has authority to execute this Amendment on behalf of such Party and to bind such Party to this Amendment. Any written notice required to be given under the terms of this Amendment shall be given in accordance with the terms of the Agreements.
(g) Effective Date. This Amendment shall be deemed effective as of the Amendment 1 Effective Date.
(h) Further Agreements. This Amendment may only be amended, modified or supplemented by an instrument in writing executed by duly authorized representatives of Seller and Buyer; provided, this Amendment may not be amended by electronic mail communications.
(i) Counterparts. This Amendment may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument and each of which shall be deemed an original.
(j) Electronic Delivery. This Amendment may be duly executed and delivered by a Party by electronic format (including portable document format (.pdf)) delivery of the signature page of a counterpart to the other Party. [Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have read this Amendment, understand it, and agree to be bound by its terms as of the Amendment 1 Effective Date.

COAST ENERGY DEVCO, LLC,
a Delaware limited liability company.

CLEAN POWER ALLIANCE OF

SOUTHERN CALIFORNIA,
a California joint powers authority.

By: By:

Name: Name:

Title: Title:

Date: Date:

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Exhibit 1
Agoura Hills

1. Amendments to the Special Conditions. The Special Conditions are amended as follows:
(a) In Section 2, in the table titled “Schedules”, the row entitled “Schedule 8, Revised PPA Provisions for Alternate Guaranteed Storage Capacity” is deleted.

Schedule 1 Key Commercial Terms
Schedule 2 Description of the Site and Facility
Schedule 3 Emergency Energy Services
Schedule 4 Bill Optimization Services
Schedule 5 Material Permits
Schedule 6 Buyer Termination Payment Amount
Schedule 7 Metering Diagram
Schedule 8 Revised PPA Provisions for Alternate Guaranteed Storage Capacity
(b) Section 3, “Alternate Storage Capacity Provisions” is deleted in its entirety.

Alternate Storage Capacity Provisions. Buyer shall have the right, in its sole discretion, to increase the Guaranteed Storage Capacity to the Alternate Guaranteed Storage Capacity in accordance with this Section 3 by providing Notice to Seller. Commencing on the date that is sixty (60) days following the Effective Date, the Guaranteed Construction Start Date and the Guaranteed Commercial Operation Date shall be extended on a day for day basis each day on which such Notice from Buyer is pending. Upon delivery of a Notice confirming that Buyer elects to increase the Guaranteed Storage Capacity, the revised Agreement provisions set forth in Schedule 8 shall immediately go into effect. (c) On Schedule 1, Key Commercial Terms, in the table titled “Milestones”, is replaced with the following:

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Exhibit 1
Milestone Expected Date for
Completion
Execution of Lease 5/6/2024 09/25/2024
Documentation of Conditional Use Permit if
required:

CEQA [ ] Cat Ex, [ ] Neg Dec, [ ] Mitigated Neg
Dec, [x] EIR
Not Applicable
Interconnection Approval 9/20/2024
Interconnection Application 05/29/2025
Executed Interconnection Agreement 10/6/2025 11/27/2026 Financial Close 2/6/2024 01/31/2026
Expected Construction Start Date 11/4/2024 03/25/2026
Receipt of permission to operate in parallel with
the Distribution System from the Utility Provider 10/6/2025 11/27/2026 Expected Commercial Operation Date 10/6/2025 11/27/2026 (d) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Capacity”, 267.8 kW is replaced with 150.8 kW.

Guaranteed Capacity: 267.8 kW 150.8 kW of total Facility capacity (e) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Construction State Date”, the date of 11/4/2024 is replaced with 03/25/2026.

Guaranteed Construction Start Date: 11/4/2024 03/25/2026 (f) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Commercial Operation Date”, the date of 10/6/2025 is replaced with 11/27/2026.

Guaranteed Commercial Operation Date: 10/6/2025 11/27/2026 (g) On Schedule 1, Key Commercial Terms, in the section titled “Security Amounts”, “Development Security: $90/kW of Guaranteed PV Capacity plus $105/kW of Guaranteed Storage Capacity, Performance $90/kW of Installed PV Capacity plus $105/kW of Installed Storage Capacity” is replaced with Development Security:
$25,857, Performance Security: $25,857”.

Security Amounts:

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Agenda Page 124
Exhibit 2
Sierra Madre

1. Amendments to the Special Conditions. The Special Conditions are amended as follows:
(a) On Schedule 1, Key Commercial Terms, in the table titled “Milestones”, is replaced with the following:

Milestone Expected Date for
Completion
Execution of Lease 5/6/2024 10/6/2024
Documentation of Conditional Use Permit if
required:

CEQA [ ] Cat Ex, [ ] Neg Dec, [ ] Mitigated Neg
Dec, [x] EIR
Not Applicable
Interconnection Approval 6/20/2024
Interconnection Application 10/26/2025
Executed Interconnection Agreement 8/6/2025 12/16/2026
Financial Close 2/6/2024 01/31/2026
Expected Construction Start Date 11/4/2024 4/10/2026
Receipt of permission to operate in parallel with
the Distribution System from the Utility Provider 8/6/2025 12/16/2026 Expected Commercial Operation Date 8/6/2025 12/16/2026
(b) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Capacity”, 243.97 kW is replaced with 126.97 kW.

Guaranteed Capacity: 243.97 kW 126.97 kW of total Facility capacity (c) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Construction State Date”, the date of 11/04/2024 is replaced with 4/10/2026.

Guaranteed Construction Start Date: 11/04/2024 4/10/2026 (d) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Commercial Operation Date”, the date of 08/6/2025 is replaced with 12/16/2026.

Guaranteed Commercial Operation Date: 08/6/2025 12/16/2026 (e) On Schedule 1, Key Commercial Terms, in the section titled “Security Amounts”, “Development Security: $90/kW of Guaranteed PV Capacity plus $105/kW of Guaranteed Storage Capacity, Performance $90/kW of Installed PV Capacity plus

Agenda Page 125
Exhibit 2
$105/kW of Installed Storage Capacity” is replaced with “Development Security:
$23,712.30, Performance Security: $23,712.30”.

Security Amounts:

Development Security: $90/kW of Guaranteed PV Capacity plus $105/kW of Guaranteed Storage Capacity $23,712.30
Performance Security: $90/kW of Installed PV Capacity plus $105/kW of Installed Storage Capacity $23,712.30
(f) On Schedule 2, Facility Description, in the section titled “Facility Description”, “Hanwha Q Cells” is replaced with “VSUN PV Panels”.

Facility Description: See Cover Sheet, the facility will be made up of: Hanwha Q Cells VSYN PV Panels, Sinexcel PCS/Inverters, and Ampace LFP Battery. (g) On Schedule 1, Key Commercial Terms, in the section titled “Roof Repairs or Replacement”, the phrase “25,000 sq. ft. roof repair for an estimated cost to seller of $328,590.00” is replaced with “25,000 sq. ft. roof repair for an estimated cost to seller of $330,453.00”
Roof Repairs or Replacement: 25,000 sq.ft. roof repair for an estimated cost to Seller of $328,590.00 $330,453.00
(h) On Schedule 6, the table with the Termination Payment amount is replaced with the following:

Early
Termination
Occurs in
Year:

Termination Payment
if Storage Rate is
$ per kW mo.

Termination Payment
if Storage Rate is
$ per kW mo.
1* $2,134,279 $2,134,279 $2,134,279 $2,134,279
2 $2,039,556 $2,040,216 $2,041,536 $2,042,195
3 $1,830,475 $1,831,897 $1,834,741 $1,836,163
4 $1,618,037 $1,620,269 $1,624,732 $1,626,963
5 $1,402,028 $1,405,118 $1,411,300 $1,414,391
6 $1,226,119 $1,218,278 $1,202,596 $1,198,227
7 $1,212,548 $1,204,812 $1,189,340 $1,181,603
8 $1,197,379 $1,189,754 $1,174,504 $1,166,879
9 $1,179,967 $1,172,464 $1,157,458 $1,149,955
10 $1,160,374 $1,153,003 $1,138,260 $1,130,889
11 $1,138,416 $1,131,187 $1,116,729 $1,109,500
12 $1,113,683 $1,106,606 $1,092,452 $1,085,375
13 $1,097,557 $1,090,646 $1,076,823 $1,069,912
14 $1,067,650 $1,060,917 $1,047,453 $1,040,721

Agenda Page 126
Exhibit 2
15 $1,034,497 $1,027,958 $1,014,880 $1,008,341
16 $998,038 $991,706 $979,043 $972,712
17 $957,575 $951,469 $939,257 $933,151
18 $912,987 $907,124 $895,399 $889,536
19 $863,931 $858,331 $847,132 $841,532
20 $810,209 $804,892 $794,258 $788,941

Agenda Page 127
Exhibit 3
Westlake Village

Agenda Page 128
Exhibit 3
Milestone Expected Date for
Completion
Execution of Lease 12/4/2024
Documentation of Conditional Use Permit if
required:

CEQA [ ] Cat Ex, [ ] Neg Dec, [ ] Mitigated Neg
Dec, [x] EIR
Not Applicable
Interconnection Approval 9/20/2024
Interconnection Application 11/30/2025
Executed Interconnection Agreement 10/6/2025
12/18/2026
Financial Close 2/6/2024 2/27/2026
Expected Construction Start Date 10/7/2024 6/24/2026
Receipt of permission to operate in parallel with
the Distribution System from the Utility Provider
10/6/2025
12/18/2026
Expected Commercial Operation Date 10/6/2025
12/18/2026
(d) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Capacity”, 267.8 kW is replaced with 250 kW.

Guaranteed Capacity: 267.8 kW 250 kW of total Facility capacity (e) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Storage Capacity”, 117 kW is replaced with 250 kW.

Guaranteed Storage Capacity: 117 kW 250 kW of Installed Storage Capacity at four (4) hours of continuous discharge
(f) On Schedule 1, Key Commercial Terms, in the section titled “Demand Response Capacity”, 17 kW is replaced with 0 kW.

Demand Response Capacity: 17 kW 0 kW of Installed Storage Capacity at four (4) hours of continuous discharge
(g) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Construction State Date”, the date of 11/4/2024 is replaced with 6/24/2026.

Guaranteed Construction Start Date: 11/4/2024 6/24/2026 (h) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Commercial Operation Date”, the date of 10/06/2025 is replaced with 12/18/2026.

Agenda Page 129
Exhibit 3
Guaranteed Commercial Operation Date: 10/6/2025 12/18/2026 (i) On Schedule 1, Key Commercial Terms, in the section titled “Contract Price”, in the table titled “Renewable Rate”, is replaced with the following:

Contract Year Renewable Rate
1-20
$ /MWh
(flat) with no
escalation
(j) On Schedule 1, Key Commercial Terms, in the section titled “Contract Price”, in the table titled “Storage Rate”, is replaced with the following:

Contract Year Storage Rate
1-20
$ /kW-mo.
(flat) with no
escalation
(k) On Schedule 1, Key Commercial Terms, in the section titled “Roof Repairs or Replacement”, the phrase “35,000 sq. ft. roof replacement for an estimated cost to seller of $789,980.00” is replaced with “35,000 sq. ft. roof replacement for an estimated cost to seller of $818,400.00”
Roof Repairs or Replacement: 35,000 sq.ft. roof replacement for an estimated cost to Seller of $789,980.00 $818,400.
(l) On Schedule 1, Key Commercial Terms, in the section titled “Security Amounts”, “Development Security: $90/kW of Guaranteed PV Capacity plus $105/kW of Guaranteed Storage Capacity, Performance $90/kW of Installed PV Capacity plus $105/kW of Installed Storage Capacity” is replaced with “Development Security:
$25,857, Performance Security: $25,857”.

Security Amounts:

Development Security: $90/kW of Guaranteed PV Capacity plus $105/kW of Guaranteed Storage Capacity $25,857
Performance Security: $90/kW of Installed PV Capacity plus $105/kW of Installed Storage Capacity $25,857
(m) On Schedule 2, Facility Description, in the section titled “Facility Description”, “Hanwha Q Cells” is replaced with “VSUN PV Panels”.

Facility Description: See Cover Sheet, the planned facility will be made up of:

Hanwha Q Cells VSUN PV Panels, Sinexcel PCS/Inverters, and Ampace LFP Battery.

Agenda Page 130

Agenda Page 131
Exhibit 3
18 $99,869 $62,406
19 $101,000 $64,573
20 $102,062 $66,823
(q) On Schedule 6, the table with the Termination Payment amount is replaced with the following:

Early
Termination
Occurs in
Year:

Termination Payment
if Storage Rate is
$ per kW mo.

Termination Payment
if Storage Rate is
$ per kW mo.
1* $3,210,921 $2,134,279 $2,134,279 $2,134,279
2 $3,063,064 $2,040,216 $2,041,536 $2,042,195
3 $2,787,810 $1,831,897 $1,834,741 $1,836,163
4 $2,508,801 $1,620,269 $1,624,732 $1,626,963
5 $2,225,795 $1,405,118 $1,411,300 $1,414,391
6 $1,938,531 $1,218,278 $1,202,596 $1,198,227
7 $1,875,368 $1,204,812 $1,189,340 $1,181,603
8 $1,807,381 $1,189,754 $1,174,504 $1,166,879
9 $1,734,260 $1,172,464 $1,157,458 $1,149,955
10 $1,655,674 $1,153,003 $1,138,260 $1,130,889
11 $1,571,274 $1,131,187 $1,116,729 $1,109,500
12 $1,480,168 $1,106,606 $1,092,452 $1,085,375
13 $1,396,078 $1,090,646 $1,076,823 $1,069,912
14 $1,292,142 $1,060,917 $1,047,453 $1,040,721
15 $1,180,763 $1,027,958 $1,014,880 $1,008,341
16 $1,134,761 $991,706 $979,043 $972,712
17 $1,091,183 $951,469 $939,257 $933,151
18 $1,043,027 $907,124 $895,399 $889,536
19 $989,911 $858,331 $847,132 $841,532
20 $982,395 $804,892 $794,258 $788,941
(r) Schedule 8 “Revised PPA Provisions for Alternate Guaranteed Storage Capacity” is deleted in its entirety.

SCHEDULE 8

ALTERNATE AGREEMENT PROVISIONS
 The applicable provisions in Schedule 1 of the Special Conditions are replaced with the respective following provisions:
 Guaranteed Capacity: 400.78 kW of total Facility capacity  Guaranteed Storage Capacity:250 kW of Installed Storage Capacity at four (4) hours of continuous discharge

Agenda Page 132

Agenda Page 133

Agenda Page 134
Exhibit 4
Simi Valley

1. Amendments to the Special Conditions. The Special Conditions are amended as follows:
(a) On Schedule 1, Key Commercial Terms, in the table titled “Milestones”, is replaced with the following:

Milestone Expected Date for
Completion
Execution of Lease 5/6/2024 1/16/2025
Documentation of Conditional Use Permit if
required:

CEQA [ ] Cat Ex, [ ] Neg Dec, [ ] Mitigated Neg
Dec, [x] EIR
Not Applicable
Interconnection Approval 6/20/2024
Interconnection Application 11/31/2025
Executed Interconnection Agreement 8/6/2025 12/18/2026
Financial Close 2/6/2024 2/27/2026
Expected Construction Start Date 11/4/2024 5/24/2026
Receipt of permission to operate in parallel with
the Distribution System from the Utility Provider 8/6/2025 12/18/2026 Expected Commercial Operation Date 8/6/2025 12/18/2026
(b) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Capacity”, 111.41 kW is replaced with 58.5 kW.

Guaranteed Capacity: 111.41 kW 58.5 kW of total Facility capacity (c) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Construction State Date”, the date of 11/04/2024 is replaced with 5/24/2026.

Guaranteed Construction Start Date: 11/04/2024 5/24/2026 (d) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Commercial Operation Date”, the date of 08/06/2025 is replaced with 12/18/2026.

Guaranteed Commercial Operation Date: 08/06/2025 12/18/2026 (e) On Schedule 1, Key Commercial Terms, in the section titled “Security Amounts”, “Development Security: $90/kW of Guaranteed PV Capacity plus $105/kW of Guaranteed Storage Capacity, Performance $90/kW of Installed PV Capacity plus

Agenda Page 135
Exhibit 4
$105/kW of Installed Storage Capacity” is replaced with “Development Security:
$10,904.40, Performance Security: $10,904.40”.

Security Amounts:

Development Security: $90/kW of Guaranteed PV Capacity plus $105/kW of Guaranteed Storage Capacity $10,904.40
Performance Security: $90/kW of Installed PV Capacity plus $105/kW of Installed Storage Capacity $10,904.40
(f) On Schedule 2, Facility Description, in the section titled “Facility Description”, “Hanwha Q Cells” is replaced with “VSUN PV Panels”.

Facility Description: See Cover Sheet, the planned facility will be made up of:

Hanwha Q Cells VSUN PV Panels, Sinexcel PCS/Inverters, and Ampace LFP Battery.
(g) On Schedule 6, the table with the Termination Payment amount is replaced with the following:

Early
Termination
Occurs in
Year:

Termination Payment
if Storage Rate is
$ per kW mo.

Termination Payment
if Storage Rate is
$ per kW mo.
1* $1,101,464 $1,101,464 $1,101,464 $1,101,464
2 $1,053,213 $1,053,543 $1,054,202 $1,054,532
3 $953,371 $954,082 $955,504 $956,215
4 $851,986 $853,102 $855,333 $856,449
5 $748,958 $750,504 $753,594 $755,140
6 $644,183 $646,184 $650,187 $652,189
7 $617,128 $619,614 $624,585 $627,071
8 $588,094 $591,094 $597,094 $600,094
9 $556,956 $560,501 $567,593 $571,139
10 $523,577 $527,703 $535,953 $540,079
11 $503,953 $500,338 $502,039 $506,780
12 $491,474 $487,936 $480,859 $477,320
13 $482,407 $478,952 $472,040 $468,585
14 $467,415 $464,049 $457,317 $453,951
15 $450,873 $447,604 $441,065 $437,796
16 $432,745 $429,579 $423,247 $420,082
17 $412,714 $409,661 $403,555 $400,502
18 $390,717 $387,785 $381,923 $378,991
19 $366,590 $363,790 $358,190 $355,390
20 $340,229 $337,570 $332,253 $329,595

Agenda Page 136
Exhibit 5
Oak View

1. Amendments to the Special Conditions. The Special Conditions are amended as follows:
(a) On Schedule 1, Key Commercial Terms, in the table titled “Milestones”, is replaced with the following:

Milestone Expected Date for
Completion
Execution of Lease 5/6/2024 1/16/2025
Documentation of Conditional Use Permit if
required:

Guaranteed Capacity: 87.6 kW 58.5 kW of total Facility capacity (c) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Construction State Date”, the date of 11/04/2024 is replaced with 5/24/2026.

Guaranteed Construction Start Date: 11/04/2024 5/24/2026 (d) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Commercial Operation Date”, the date of 8/6/2025 is replaced with 12/18/2026.

Guaranteed Commercial Operation Date: 8/6/2025 12/18/2026 (e) On Schedule 1, Key Commercial Terms, in the section titled “Contract Price”, in the table titled “Renewable Rate”, is replaced with the following:

Agenda Page 137
Exhibit 5
Contract Year Renewable Rate
1-20
$ /MWh
(flat) with no
escalation
(f) On Schedule 1, Key Commercial Terms, in the section titled “Contract Price”, in the table titled “Storage Rate”, is replaced with the following:

Contract Year Storage Rate
1-20
$ /kW-mo.
(flat) with no
escalation
(g) On Schedule 1, Key Commercial Terms, in the section titled “Security Amounts”, “Development Security: $90/kW of Guaranteed PV Capacity plus $105/kW of Guaranteed Storage Capacity, Performance $90/kW of Installed PV Capacity plus $105/kW of Installed Storage Capacity” is replaced with “Development Security:
$8,761.50, Performance Security: $8,761.50”.

Security Amounts:

Development Security: $90/kW of Guaranteed PV Capacity plus $105/kW of Guaranteed Storage Capacity $8,761.50
Performance Security: $90/kW of Installed PV Capacity plus $105/kW of Installed Storage Capacity $8,761.50
(h) On Schedule 2, Facility Description, in the section titled “Facility Description”, “Hanwha Q Cells” is replaced with “VSUN PV Panels”.

Facility Description: See Cover Sheet, the planned facility will be made up of:

Hanwha Q Cells VSUN PV Panels, Sinexcel PCS/Inverters, and Ampace LFP Battery.
(i) On Schedule 6, the table with the Termination Payment amount is replaced with the following:

Early
Termination
Occurs in
Year:

Termination
Payment if Storage
Rate is $ per
kW mo.

Termination Payment
if Storage Rate is
$ per kW mo.

Termination Payment
if Storage Rate is
$ per kW mo.
1* $1,291,657 $1,291,657 $1,291,657 $1,291,657
2 $1,232,082 $1,232,412 $1,233,072 $1,233,402
3 $1,130,514 $1,131,226 $1,132,648 $1,133,359
4 $1,027,703 $1,028,819 $1,031,051 $1,032,166
5 $923,570 $925,115 $928,206 $929,751

Agenda Page 138
Exhibit 5
6 $818,029 $820,031 $824,034 $826,035
7 $795,203 $797,689 $802,661 $805,146
8 $770,787 $773,787 $779,786 $782,786
9 $744,679 $748,225 $755,316 $758,862
10 $716,773 $720,898 $729,149 $733,274
11 $686,955 $691,696 $701,177 $705,917
12 $655,005 $660,398 $671,186 $676,580
13 $623,518 $629,606 $641,780 $647,867
14 $587,257 $594,080 $607,727 $614,551
15 $548,555 $556,161 $571,371 $578,976
16 $515,008 $515,696 $532,566 $541,001
17 $515,008 $513,825 $513,723 $515,008
18 $515,008 $513,825 $513,723 $515,008
19 $515,008 $513,825 $513,723 $515,008
20 $515,008 $513,825 $513,723 $515,008

Agenda Page 139
Exhibit 6
South Pasadena

1. Amendments to the Special Conditions. The Special Conditions are amended as follows:
(a) On Schedule 1, Key Commercial Terms, in the table titled “Milestones”, is replaced with the following:

Milestone Expected Date for
Completion
Execution of Lease 5/6/2024 4/15/2025
Documentation of Conditional Use Permit if
required:

CEQA [ ] Cat Ex, [ ] Neg Dec, [ ] Mitigated Neg
Dec, [x] EIR
Not Applicable
Interconnection Approval 6/20/2024
Interconnection Application 10/26/2025
Executed Interconnection Agreement 8/6/2025 12/23/2026
Financial Close 2/6/2024 2/27/2026
Expected Construction Start Date 11/4/2024 4/26/2026
Receipt of permission to operate in parallel with
the Distribution System from the Utility Provider 8/6/2025 12/23/2026 Expected Commercial Operation Date 8/6/2025 12/23/2026
(b) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Capacity”, 387.12 kW is replaced with 211.62 kW.

Guaranteed Capacity: 387.12 kW 211.62 kW of total Facility capacity (c) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Construction State Date”, the date of 11/04/2024 is replaced with 4/26/2026.

Guaranteed Construction Start Date: 11/04/2024 4/26/2026 (d) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Commercial Operation Date”, the date of 08/06/2025 is replaced with 12/23/2026.

Guaranteed Commercial Operation Date: 08/06/2025 12/23/2026 (e) On Schedule 1, Key Commercial Terms, in the section titled “Security Amounts”, “Development Security: $90/kW of Guaranteed PV Capacity plus $105/kW of Guaranteed Storage Capacity, Performance $90/kW of Installed PV Capacity plus

Agenda Page 140

Agenda Page 141
Exhibit 7
Oxnard

1. Amendments to the Special Conditions. The Special Conditions are amended as follows:
(a) On Schedule 1, Key Commercial Terms, in the table titled “Milestones”, is replaced with the following:

Milestone Expected Date for
Completion
Execution of Lease 5/6/2024 12/3/2024
Documentation of Conditional Use Permit if
required:

CEQA [ ] Cat Ex, [ ] Neg Dec, [ ] Mitigated Neg
Dec, [x] EIR
Not Applicable
Interconnection Approval 6/20/2024
Interconnection Application 6/11/2025
Executed Interconnection Agreement 12/3/2026
Financial Close 2/6/2024 1/31/2026
Expected Construction Start Date 11/4/2024 3/25/2026
Receipt of permission to operate in parallel with
the Distribution System from the Utility Provider 8/6/2025 12/3/2026 Expected Commercial Operation Date 8/6/2025 12/3/2026
(b) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Capacity”, 336.86 kW is replaced with 175.5 kW.

Guaranteed Capacity: 336/86 kW 175.5 kW of total Facility capacity (c) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Construction State Date”, the date of 11/04/2024 is replaced with 3/25/2026.

Guaranteed Construction Start Date: 11/04/2024 3/25/2026 (d) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Commercial Operation Date”, the date of 8/06/2025 is replaced with 12/3/2026.

Guaranteed Construction Start Date: 8/06/2025 12/3/2026 (e) On Schedule 1, Key Commercial Terms, in the section titled “Security Amounts”, “Development Security: $90/kW of Guaranteed PV Capacity plus $105/kW of Guaranteed Storage Capacity, Performance $90/kW of Installed PV Capacity plus $105/kW of Installed Storage Capacity” is replaced with “Development Security:

Agenda Page 142
Exhibit 7
$32,949.90, Performance Security: $32,949.90”.

Security Amounts:

Development Security: $90/kW of Guaranteed PV Capacity plus $105/kW of Guaranteed Storage Capacity $32,949.90
Performance Security: $90/kW of Installed PV Capacity plus $105/kW of Installed Storage Capacity $32,949.90
(f) On Schedule 2, Facility Description, in the section titled “Facility Description”, “Hanwha Q Cells” is replaced with “VSUN PV Panels”.

Facility Description: See Cover Sheet, the planned facility will be made up of:

Hanwha Q Cells VSUN PV Panels, Sinexcel PCS/Inverters, and Ampace LFP Battery.
(g) On Schedule 6, the table with the Termination Payment amount is replaced with the following:

Early
Termination
Occurs in
Year:

Termination Payment
if Storage Rate is
$ per kW mo.

Termination Payment
if Storage Rate is
$ per kW mo.
1* $2,047,308 $2,047,308 $2,047,308 $2,047,308
2 $1,917,165 $1,918,155 $1,920,134 $1,921,124
3 $1,842,169 $1,830,005 $1,805,678 $1,793,515
4 $1,829,884 $1,817,842 $1,793,760 $1,781,719
5 $1,815,183 $1,803,276 $1,779,463 $1,767,556
6 $1,798,244 $1,786,483 $1,762,960 $1,751,199
7 $1,778,874 $1,767,270 $1,744,061 $1,732,457
8 $1,757,234 $1,745,796 $1,722,922 $1,711,484
9 $1,732,385 $1,721,130 $1,698,621 $1,687,367
10 $1,704,426 $1,693,369 $1,671,255 $1,660,198
11 $1,673,093 $1,662,249 $1,640,562 $1,629,718
12 $1,637,881 $1,627,265 $1,606,034 $1,595,419
13 $1,613,131 $1,602,764 $1,582,030 $1,571,663
14 $1,570,398 $1,560,299 $1,540,102 $1,530,004
15 $1,523,031 $1,513,223 $1,493,606 $1,483,798
16 $1,470,954 $1,461,457 $1,442,463 $1,432,965
17 $1,413,153 $1,403,994 $1,385,675 $1,376,516
18 $1,349,461 $1,340,667 $1,323,079 $1,314,285
19 $1,279,392 $1,270,992 $1,254,193 $1,245,793
20 $1,202,669 $1,194,693 $1,178,742 $1,170,767

Agenda Page 143
Exhibit 8
Paramount

1. Amendments to the Special Conditions. The Special Conditions are amended as follows:
(a) On Schedule 1, Key Commercial Terms, in the table titled “Milestones”, is replaced with the following:

Milestone Expected Date for
Completion
Execution of Lease 5/6/2024 11/3/2025
Documentation of Conditional Use Permit if
required:

CEQA [ ] Cat Ex, [ ] Neg Dec, [ ] Mitigated Neg
Dec, [x] EIR
Not Applicable
Interconnection Approval 6/20/2024
Interconnection Application 12/12/2025
Executed Interconnection Agreement 8/6/2025 12/25/2026
Financial Close 2/6/2024 3/31/2026
Expected Construction Start Date 11/4/2024 5/15/2026
Receipt of permission to operate in parallel with
the Distribution System from the Utility Provider 8/6/2025 12/25/2026 Expected Commercial Operation Date 12/25/2026
(b) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Capacity”, 119.34 kW is replaced with 60.84 kW.

Guaranteed Capacity: 119.34 kW 60.84 kW of total Facility capacity (c) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Construction State Date”, the date of 11/04/2024 is replaced with 5/15/2026.

Guaranteed Construction Start Date: 11/04/2024 5/15/2026 (d) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Commercial Operation Date”, the date of 08/06/2025 is replaced with 12/25/2026.

Guaranteed Construction Start Date: 08/06/2025 12/25/2026 (e) On Schedule 1, Key Commercial Terms, in the section titled “Roof Repairs or Replacement”, the phrase “12,000 sq. ft. roof repair for an estimated cost to seller of $157,960.00” is replaced with “12,000 sq. ft. roof repair for an estimated cost

Agenda Page 144
Exhibit 8
to Seller of $289,800.00”
Roof Repairs or Replacement: 12,000 sq.ft. roof replacement for an estimated cost to Seller of $157,960.00 $289,800.
(f) On Schedule 1, Key Commercial Terms, in the section titled “Security Amounts”, “Development Security: $90/kW of Guaranteed PV Capacity plus $105/kW of Guaranteed Storage Capacity, Performance $90/kW of Installed PV Capacity plus $105/kW of Installed Storage Capacity” is replaced with “Development Security:
$11,618.10, Performance Security: $11,618.10”.

Security Amounts:

Development Security: $90/kW of Guaranteed PV Capacity plus $105/kW of Guaranteed Storage Capacity $11,618.10
Performance Security: $90/kW of Installed PV Capacity plus $105/kW of Installed Storage Capacity $11,618.10
(g) On Schedule 2, Facility Description, in the section titled “Facility Description”, “Hanwha Q Cells” is replaced with “VSUN PV Panels”.

Facility Description: See Cover Sheet, the planned facility will be made up of:

Hanwha Q Cells VSUN PV Panels, Sinexcel PCS/Inverters, and Ampace LFP Battery.
(h) On Schedule 6, the table with the Termination Payment amount is replaced with the following:

Early
Termination
Occurs in
Year:

Termination Payment
if Storage Rate is
$ per kW mo.

Termination Payment
if Storage Rate is
$ per kW mo.
1* $1,319,607 $1,319,607 $1,319,607 $1,319,607
2 $1,260,552 $1,260,882 $1,261,541 $1,261,871
3 $1,148,054 $1,148,765 $1,150,187 $1,150,898
4 $1,033,965 $1,035,081 $1,037,313 $1,038,428
5 $918,183 $919,728 $922,819 $924,364
6 $800,597 $802,599 $806,602 $808,603
7 $772,895 $775,381 $780,352 $782,838
8 $743,151 $746,151 $752,151 $755,151
9 $711,237 $714,782 $721,874 $725,420
10 $677,012 $681,137 $689,387 $693,513
11 $640,330 $645,070 $654,551 $659,292
12 $600,824 $606,218 $617,006 $622,399
13 $564,027 $570,114 $582,288 $588,375

Agenda Page 145
Exhibit 8
14 $519,090 $525,913 $539,560 $546,384
15 $473,953 $478,616 $493,827 $501,432
16 $455,815 $452,649 $446,318 $453,332
17 $435,745 $432,691 $426,585 $423,532
18 $413,677 $410,746 $407,083 $407,083
19 $407,083 $407,083 $407,083 $407,083
20 $407,083 $407,083 $407,083 $407,083

Agenda Page 146
Exhibit 9
Hacienda Heights

1. Amendments to the Special Conditions. The Special Conditions are amended as follows:
(a) On Schedule 1, Key Commercial Terms, in the table titled “Milestones”, is replaced with the following:

Milestone Expected Date for
Completion
Execution of Lease 5/6/2024 11/3/2025
Documentation of Conditional Use Permit if
required:

CEQA [ ] Cat Ex, [ ] Neg Dec, [ ] Mitigated Neg
Dec, [x] EIR
Not Applicable
Interconnection Approval 6/20/2024
Interconnection Application 12/12/2025
Executed Interconnection Agreement 8/6/2025 12/25/2026
Financial Close 2/6/2024 3/31/2026
Expected Construction Start Date 11/4/2024 5/15/2026
Receipt of permission to operate in parallel with
the Distribution System from the Utility Provider 8/6/2025 12/25/2026 Expected Commercial Operation Date 8/6/2025 12/25/2026
(b) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Capacity”, 124.63 kW is replaced with 66.13 kW.

Guaranteed Capacity: 124.63 kW 66.13 kW of total Facility capacity (c) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Construction State Date”, the date of 11/04/2024 is replaced with 5/15/2026.

Guaranteed Commercial Operation Date: 08/06/2025 12/25/2026 (e) On Schedule 1, Key Commercial Terms, in the section titled “Contract Price”, in the table titled “Renewable Rate”, is replaced with the following:

Agenda Page 147
Exhibit 9
Contract Year Renewable Rate
1-20
$ /MWh
(flat) with no
escalation
(f) On Schedule 1, Key Commercial Terms, in the section titled “Contract Price”, in the table titled “Storage Rate”, is replaced with the following:

Contract Year Storage Rate
1-20
$ kW-mo.
(flat) with no
escalation
(g) On Schedule 1, Key Commercial Terms, in the section titled “Security Amounts”, “Development Security: $90/kW of Guaranteed PV Capacity plus $105/kW of Guaranteed Storage Capacity, Performance $90/kW of Installed PV Capacity plus $105/kW of Installed Storage Capacity” is replaced with “Development Security:
$12,094.20, Performance Security: $12,094.20”.

Security Amounts:

Development Security: $90/kW of Guaranteed PV Capacity plus $105/kW of Guaranteed Storage Capacity $12,094.20
Performance Security: $90/kW of Installed PV Capacity plus $105/kW of Installed Storage Capacity $12,094.20
(h) On Schedule 2, Facility Description, in the section titled “Facility Description”, “Hanwha Q Cells” is replaced with “VSUN PV Panels”.

Facility Description: See Cover Sheet, the planned facility will be made up of:

Hanwha Q Cells VSUN PV Panels, Sinexcel PCS/Inverters, and Ampace LFP Battery.
(i) On Schedule 6, the table with the Termination Payment amount is replaced with the following:

Early
Termination
Occurs in
Year:

Termination Payment
if Storage Rate is
$ per kW mo.

Termination Payment
if Storage Rate is
$ per kW mo.
1* $1,507,312 $1,507,312 $1,507,312 $1,507,312
2 $1,440,084 $1,440,414 $1,441,074 $1,441,404
3 $1,311,379 $1,312,090 $1,313,513 $1,314,224
4 $1,180,845 $1,181,960 $1,184,192 $1,185,308
5 $1,048,361 $1,049,907 $1,052,997 $1,054,543

Agenda Page 148
Exhibit 9
6 $913,803 $915,805 $919,808 $921,810
7 $882,816 $885,302 $890,273 $892,759
8 $849,478 $852,478 $858,477 $861,477
9 $813,638 $817,184 $824,275 $827,821
10 $775,136 $779,261 $787,512 $791,637
11 $733,802 $738,542 $748,023 $752,764
12 $689,225 $694,619 $705,406 $710,800
13 $647,407 $653,494 $665,668 $671,756
14 $596,544 $603,368 $617,015 $623,838
15 $556,236 $552,967 $564,871 $572,476
16 $536,293 $533,128 $526,796 $523,630
17 $514,132 $511,079 $504,973 $501,920
18 $489,682 $486,750 $480,888 $477,956
19 $462,751 $459,951 $456,062 $455,762
20 $455,449 $453,973 $456,062 $455,762

Agenda Page 149
Exhibit 10
Claremont

1. Amendments to the Special Conditions. The Special Conditions are amended as follows:
(a) On Schedule 1, Key Commercial Terms, in the table titled “Milestones”, is replaced with the following:

Milestone Expected Date for
Completion
Execution of Lease 5/6/2024 11/3/2025
Documentation of Conditional Use Permit if
required:

CEQA [ ] Cat Ex, [ ] Neg Dec, [ ] Mitigated Neg
Dec, [x] EIR
Not Applicable
Interconnection Approval 6/20/2024
Interconnection Application 12/12/2025
Executed Interconnection Agreement 8/6/2025 12/25/2026
Financial Close 2/6/2024 3/31/2026
Expected Construction Start Date 11/4/2024 5/15/2026
Receipt of permission to operate in parallel with
the Distribution System from the Utility Provider
8/6/2025 12/25/2026
Expected Commercial Operation Date 8/6/2025 12/25/2026
(b) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Capacity”, 175.12 kW is replaced with 117 kW.

Guaranteed Capacity: 175.12 kW 117 kW of total Facility capacity (c) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Construction State Date”, the date of 11/04/2024 is replaced with 5/15/2026.

Agenda Page 150

Agenda Page 151
Exhibit 10
6 $1,163,705 $1,167,708 $1,175,714 $1,179,717
7 $1,118,071 $1,123,043 $1,132,986 $1,137,957
8 $1,069,229 $1,075,229 $1,087,228 $1,093,228
9 $1,016,975 $1,024,066 $1,038,249 $1,045,341
10 $961,093 $969,343 $985,844 $994,095
11 $901,354 $910,835 $929,797 $939,278
12 $837,314 $848,101 $869,676 $880,463
13 $807,338 $800,427 $810,686 $822,860
14 $782,669 $775,937 $762,472 $756,007
15 $755,582 $749,043 $735,965 $729,426
16 $726,031 $719,699 $707,036 $700,705
17 $693,505 $687,399 $675,187 $669,081
18 $657,915 $652,052 $640,327 $634,464
19 $619,008 $613,408 $602,208 $596,609
20 $576,634 $571,317 $560,683 $555,366

Agenda Page 152
Exhibit 11
Beverly Hills

1. Amendments to the Special Conditions. The Special Conditions are amended as follows:
(a) On Schedule 1, Key Commercial Terms, in the table titled “Milestones”, is replaced with the following:

Milestone Expected Date for
Completion
Execution of Lease 5/6/2024 12/1/2025
Documentation of Conditional Use Permit if
required:

CEQA [ ] Cat Ex, [ ] Neg Dec, [ ] Mitigated Neg
Dec, [x] EIR
Not Applicable
Interconnection Approval 6/20/2024
Interconnection Application 2/9/2026
Executed Interconnection Agreement 8/6/2025 12/25/2026
Financial Close 2/6/2024 3/31/2026
Expected Construction Start Date 11/4/2024 6/15/2026
Receipt of permission to operate in parallel with
the Distribution System from the Utility Provider
8/6/2025 12/25/2026
Expected Commercial Operation Date 8/6/2025 12/25/2026
(b) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Capacity”, 201.65 kW is replaced with 117 kW.

Guaranteed Capacity: 201.65 kW 117 kW of total Facility capacity (c) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Construction State Date”, the date of 11/04/2024 is replaced with 6/15/2026.

Guaranteed Construction Start Date: 11/04/2024 6/15/2026 (d) On Schedule 1, Key Commercial Terms, in the section titled “Guaranteed Commercial Operation Date”, the date of 08/06/2025 is replaced with 12/25/2026.

Guaranteed Commercial Operation Date: 08/06/2025 12/25/2026 (e) On Schedule 1, Key Commercial Terms, in the section titled “Security Amounts”, “Development Security: $90/kW of Guaranteed PV Capacity plus $105/kW of Guaranteed Storage Capacity, Performance $90/kW of Installed PV Capacity plus

Agenda Page 153
Exhibit 4
$105/kW of Installed Storage Capacity” is replaced with “Development Security:
$19,903.50, Performance Security: $19,903.50”.

Security Amounts:

Development Security: $90/kW of Guaranteed PV Capacity plus $105/kW of Guaranteed Storage Capacity $19,903.50
Performance Security: $90/kW of Installed PV Capacity plus $105/kW of Installed Storage Capacity $19,903.50
(f) On Schedule 2, Facility Description, in the section titled “Facility Description”, “Hanwha Q Cells” is replaced with “VSUN PV Panels”.

Facility Description: See Cover Sheet, the planned facility will be made up of:

Hanwha Q Cells VSUN PV Panels, Sinexcel PCS/Inverters, and Ampace LFP Battery.
(g) On Schedule 6, the table with the Termination Payment amount is replaced with the following:

Early
Termination
Occurs in
Year:

Termination Payment
if Storage Rate is
$ per kW mo.

Termination
Payment if Storage
Rate is $ per
kW mo.

Termination
Payment if Storage
Rate is $ per
kW mo.
1* $1,440,417 $1,440,417 $1,440,417 $1,440,417
2 $1,364,675 $1,365,335 $1,366,654 $1,367,314
3 $1,201,994 $1,203,416 $1,206,261 $1,207,683
4 $1,087,730 $1,079,703 $1,063,648 $1,055,620
5 $1,077,567 $1,069,629 $1,053,753 $1,045,815
6 $1,066,030 $1,058,189 $1,042,507 $1,034,666
7 $1,053,002 $1,045,266 $1,029,794 $1,022,057
8 $1,038,576 $1,030,951 $1,015,702 $1,008,077
9 $1,022,193 $1,014,690 $999,685 $992,182
10 $1,003,908 $996,537 $981,794 $974,423
11 $983,561 $976,331 $961,873 $954,644
12 $960,883 $953,806 $939,652 $932,575
13 $943,333 $936,422 $922,599 $915,688
14 $915,980 $909,248 $895,784 $889,051
15 $885,799 $879,260 $866,182 $859,643
16 $852,734 $846,402 $833,739 $827,408
17 $816,185 $810,079 $797,867 $791,761
18 $776,045 $770,182 $758,457 $752,594
19 $732,017 $726,417 $715,218 $709,618
20 $683,925 $678,608 $667,974 $662,657

Agenda Page 154
Exhibit 4

Agenda Page 155
Staff Report – Agenda Item 7
To: Board of Directors
From: Karen Schmidt, Senior Director, Rates & Strategy
Reviewed by: Matthew Langer, Chief Operating Officer
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Implementation of "Base Services Charge" by SCE Date: October 16, 2025
Staff will provide a presentation on this item.

ATTACHMENT

1. SCE Base Services Charge Presentation

Agenda Page 156
SCE Base Services Charge
October 16, 2025
Agenda Page 157
In 2022, California Assembly Bill (AB) 205 required the CPUC to establish an income-graduated fixed charge in residential rates, aiming to reduce bills for low-income ratepayers and improve the cost-effectiveness of electrification In May 2024, CPUC directed the investor-owned utilities to implement a three-tiered monthly fixed charge, now called the Base Services Charge (BSC): $6 for CARE households, $12 for FERA households and customers in deed-restricted affordable housing (DRAH), and $24 for everyone else.

The new charge will be combined with a 5-7 cent/kwh reduction in energy delivery rates The new charge will be on the delivery side of customer bills and applies equally to bundled and unbundled (i.e. CPA) residential customers. It will have no impact on generation charges and will not change CPA-SCE bill comparisons
While the charge is revenue neutral for the IOUs it will have a varying impact for different types of customers
Low-income customers and customers with higher electricity usage should see a decrease in their monthly bills. Customers with lower usage will likely see a bill increase CPA customers will begin seeing the Base Services Charge on bills starting November 15 SCE notified customers about the upcoming change via mail or email in mid-August. CPA staff and customer representatives are prepared to assist customers in understanding the change 2 Summary
Agenda Page 158
Background
Agenda Page 159
AB 205, enacted in June 2022, required the CPUC to establish an income-graduated fixed charge on residential electricity bills with the goal of promoting electrification while reducing electricity bills for low-income customers
The fixed charge would recover a portion of the infrastructure costs of delivering electricity to residential customers, costs which do not vary based on how much energy they use o Recovering fixed costs through only volumetric (per kilowatt-hour) charges, as is currently the case, means that customers who use more electricity pay for a larger share of the fixed costs, while customers who use less electricity pay a smaller share AB 205 required that the fixed charge have at least three graduated income thresholds, such that low-income ratepayers would realize a lower average monthly bill without making any changes in usage
In May 2024, after a stakeholder process, the CPUC adopted Decision 24 -05-028 establishing a three-tiered monthly fixed charge with no income verification requirements The fixed charge will bring California IOUs in line with national trends and fixed charges at California publicly owned utilities, which range from LADWP’s $12/month to Riverside’s $36/month. The CPUC-set rate for the IOUs is the same as SMUD’s $24/month. 4 AB 205
Agenda Page 160
Base Services Charge
Details
Agenda Page 161
6 How it will work
The Base Services Charge (BSC) will appear as a separate line item on the delivery side of customer bills and will be identical for CPA customers and SCE bundled customers o The charge is per meter per day, so actual billed amounts will vary slightly depending on number of days in each billing period
Replaces the Basic Charge (<$1/month for most customers, about $16/month for TOU-D-PRIME) and eliminates the Minimum Charge (about $10/month, for customers whose delivery charges would otherwise be less than $10)
Volumetric energy delivery charges will decrease approximately 10% (5-7 cents/kWh) No changes to Wildfire Fund Charge, Climate Credit, or other fixed charges, such as those to repay bonds issued by SCE to recover some wildlife prevention and mitigation costs Does not affect customer’s rate plan or participation in CARE, FERA or Medical Baseline programs
No changes to generation rates
o CPA-SCE total bill comparisons will not change as a result of the BSC Agenda Page 162
Low-income customers and customers with higher energy use should see bill decrease Many customers with lower energy use will likely see a bill increase Solar customers may see bill increases or decreases depending on their net energy usage 7 Bill impacts
$60 $59
$136 $128
$246
$226
$0
$50
$100
$150
$200
$250
$300
Current Bill New Bill Current Bill New Bill Current Bill New Bill Low Usage (300 kWh) Medium Usage (600 kWh) High Usage (1,000 kWh) Average Monthly Bill – CARE Customer
Base Services Charge
Energy Delivery Charges
Generation Charges
$89 $101
$212 $209
$380
$355
$0
$50
$100
$150
$200
$250
$300
$350
$400
Current Bill New Bill Current Bill New Bill Current Bill New Bill Low Usage (300 kWh) Medium Usage (600 kWh) High Usage (1,000 kWh) Average Monthly Bill – Non-CARE/FERA/DRAH Customer
Estimates based on SCE rates as of June 2025.

Agenda Page 163
Customers will start seeing the BSC on bills
arriving on or after November 15
o Bills received between November 15 and
December 15 will have a partial-month’s BSC
depending on the number of days in the
billing period on or after November 15
SCE sent notices in English and Spanish to all
affected customers in mid-August
o Customized notices for CARE, FERA, DRAH,
and solar customers
CPA is prepared to respond to customer questions
and concerns
o Call center representatives are equipped with
information and talking points
o Staff are working with new communities to
help minimize customer confusion
8 Implementation and communications
Agenda Page 164
The May 2024 CPUC order also established of a working group to develop a proposal to create additional income tiers for the Base Services Charge The primary goal is to further divide the $24/month tier in order to differentiate the fixed charge between moderate and higher income customers The working group proposal needs to address implementation issues including the definition of moderate-income customer, income verification data sources and verification processes, and costs and benefits of proposed alternatives The most recent draft proposal is to utilize the American Community Survey (ACS) household median income data based on census tracts to sort customers into income tiers. Customers would be given time to appeal and correct their classification through a third-party managed income verification process
The CPUC will open a new proceeding to formally consider the proposed changes; this proceeding could take 1-2 years to formulate a proposal 9 What’s next?
Agenda Page 165
Questions
Agenda Page 166
Management Report
To: Board of Directors
Subject: Management Report
Date: October 16, 2025
Upcoming Board and Committee Meeting Schedule
Due to the Thanksgiving holiday and the extra week in October, CPA’s committee schedule has been adjusted as follows (Board meetings will remain on the first Thursday of the month at 2pm):
• October 16: Board Meeting, 2pm
• October 23: Executive Committee, 1:30pm
• October 29: Legislative (10am), Finance (11am), Energy (12:15pm) Committees • November 6: Board Meeting, 2pm
• November 20: Executive Committee, 1:30pm
• December 4: Board Meeting, 2pm
Dates and times for November/December Legislative, Finance, and Energy Committees are TBD based on committee member availability and timeliness of agenda items.

Board Retreat Summary
On September 26, CPA’s Board held its annual retreat, joined this year by members of the Community Advisory Committee (CAC). Thirty-three Board members representing 27 member agencies attended, along with six members of the CAC. Three substantive topics were discussed in plenary and in breakout groups, a summary of which is provided below.1
2035 Clean Energy Targets
Board members provided feedback on three interrelated questions associated with the CPA’s upcoming Integrated Resources Plan, which is due to the California Public Utilities 1 Board retreat study materials with background on the three topics can be accessed here.

Agenda Page 167
Board of Directors Management Report
Commission in the first half of 2026: a) should CPA set a 100% Clean Energy goal by 2035, 10 years ahead of state mandates?; b) how much flexibility should CPA have to use zero-carbon resources versus renewable energy resources when pursuing clean energy targets post-2030?; and c) how quickly should CPA increase the clean energy content of its Lean Power product given the current challenging climate for project development and affordability concerns.

Board members encouraged staff to be as ambitious as possible in reducing the greenhouse gas footprint of CPA’s overall energy portfolio but generally endorsed a 100% Clean Energy by 2035 goal only if the organization could do so while keeping Lean Power less expensive than SCE’s base rate. Board members supported flexibility both in determining the trajectory of the Lean Power product clean energy content based on market conditions and technological development and in determining the optimal balance of renewable and zero-carbon resources in the Lean and Clean Power products so that clean energy goals are met most affordably.

Power Ready: Asset Ownership and Program Round 2
Board members were asked to provide feedback on the overall structure of the Power Ready program, discuss best practices with member agencies to streamline project delivery, and the possibility of CPA owning Power Ready assets in Round 2 given the challenges of the PPA model experienced in Round 1.

Board members noted the difficulty of communicating the “value” of resiliency when that value was non-economic, recommended that comprehensive talking points about the program be developed to assist Board members in communicating about the program’s value to staff and fellow councilmembers, and suggested that CPA could be more flexible on contract terms than a private developer when negotiating project details with member agencies. Board members were generally supportive of CPA continuing to explore project ownership within the Power Ready program and provided a number of potential liability and contracting issues they wished to see addressed in that exploration process.

Transmission Ownership and Financing Opportunity
Board members were asked to provide feedback on whether CPA should pursue transmission ownership in order to bring low-cost public finance to this part of the

Agenda Page 168
Board of Directors Management Report
electricity sector. This opportunity could improve customer bill affordability, help address challenges with the transmission system, generate non-rate revenue for CPA and assist CPA in its mission to decarbonize Southern California’s electricity system.

Board members were generally supportive of CPA continuing to pursue this opportunity.

Board members underlined the need to effectively manage risks – particularly those dealing with wildfire liability and the need to deliver value to CPA customers. Board members recognized that in order to take advantage of this opportunity:

1. CCAs or California Counties would need to be granted explicit permission by the state legislature to own and finance transmission assets; or

2. CPA would have to facilitate the creation of a new Joint Powers Authority with the explicit permission to own and finance transmission assets; or

3. CPA would have to partner with an existing agency authorized to own and finance transmission.

Board members encouraged staff to pursue all three options simultaneously to see which pathway would be most viable.

End of Session Legislative Update
The 2025 Legislative year wrapped up on September 13th with the passage of a collection of bills meant to improve electricity affordability, maintain and expand grid reliability, and extend and improve California’s investments in climate protection. Part of this package included AB825, the multiyear effort to create a regional energy market for California and other western states, which projections show could save ratepayers up to $800 million a year. While the bill underwent many variations throughout the year, the final version was supported by CCAs (including CPA), labor, environmental and clean energy groups, and IOUs alike.

Another bill, SB254, addresses infrastructure affordability by tightening rules around how IOUs profit from grid hardening and expanding options for public financing of transmission lines; this bill also provides an additional $18 billion of funding for the California Wildfire Fund, half of which is paid for by IOU shareholders and the other half to be paid for by ratepayers through a decade-long extension (through 2045) of an existing ~$3 month

Agenda Page 169
Board of Directors Management Report
charge on electricity bills. CPA was engaged and supportive of the public transmission finance piece of this legislation.

Finally, California’s landmark Cap and Trade program was extended until 2045 and renamed “Cap and Invest.” Among other things, the extension increases the amount of funding for, and changes the timing of, the California Climate Credit. The timing changes would apply the credit to customers’ bills in the four highest billed months of the year, when customers most need bill assistance. CPA sponsored a bill that took a similar approach and supports shifting the credits to what are typically the hottest months of the year for CPA customers. The Governor signed all of these bills into law on September 19 and they will go into effect January 1, 2026.

Efforts to create new demand management and load shifting requirements, as well as promote Virtual Power Plants fared less well, with the Governor vetoing most bills on this issue and funding being cut in the state budget.

Innovation Fund Update
CPA’s first Innovation Fund project has gone live, with the City of Carson launching its EV Charging Wallet program to support Carson residents that lack easy access to EV charging at home. This program provides financial incentives to help residents offset costs at designated public EV charging stations across the City. Meanwhile Round 2 of Innovation Fund applications were due on October 8th; 14 applications were received.

Total available funding is $1,250,000, with maximum awards of $250,000. Proposed awardees and amounts are expected to be presented to the Board in December.

Monthly Financial Performance
CPA’s net position in July was flat, decreasing by a de minimis amount of $4,500, compared to a budgeted decrease of $17 million. July results were ahead of budget largely due to mild weather, which resulted in lower than forecasted energy sales and energy costs. Both operating expenses and non-operating income were also below budget. The monthly financial dashboard for this first month of the fiscal year is provided in Attachment 1.

Agenda Page 170
Board of Directors Management Report
CPA is in the process of its fiscal year-end closing and annual financial audit. Full year financial and audit results are scheduled to be presented to the Finance Committee on October 29 and to the full Board on November 6.

Phase 7 Enrollment Activities
CPA began electricity service in La Cañada Flintridge, Lynwood, and Port Hueneme on October 1. Pre-enrollment noticing has been completed (with the exception of solar customers and those on budget billing plans who are being enrolled on a rolling basis).

CPA and city staff have continued to attend and present at city and community events, while social media posts, traditional media interviews, distribution of fact sheets, and engagement with key commercial customers continue. As of October 5, 4.2% of eligible customers had opted-out and 0.6% of eligible customers had chosen a different rate other than their city’s preferred energy option. Opt-actions (e.g. rate changes and opt-outs) are above this average in La Cañada Flintridge and below this average in Lynwood and Port Hueneme. Residential opt-actions are higher than commercial opt-actions in all three cities.

Customer Participation Rate and Opt Actions
As of October 7, 2025, CPA’s overall participation rate was 92.8%, down 0.1% from the previous month. This figure excludes Phase 7 communities; their participation rates will begin to be reported in 2026 after they reach “steady state.” Including new Phase 7 customers, who will start service on a rolling basis over the course of October, CPA had 1,041,327 active customers as of this date, up 3,799 customers compared to the beginning of September. Opt-outs during September – 632 – were similar to August, which posted 582 opt-outs. Participation rates and active accounts by member agency are provided in Attachment 2.

Customer Service Center Performance
Incoming calls to CPA’s Customer Service Center were unchanged in September compared to August at 3,491 calls and slightly higher that in a typical September, reflecting ongoing enrollment activities in Phase 7 cities. Call center performance improved, with 93% of calls answered within 45 seconds in September, compared to 92%

Agenda Page 171
Board of Directors Management Report
in August. Average call center wait time was 13 seconds, compared to 18 seconds in the previous month.

Contracts and Amendments Executed Under the CEO Authority A list of Long-Term energy transactions, letter agreements, amendments, and terminations executed under the CEO’s Delegated Authority since July 2024 is provided in Attachment 3 pursuant the Energy Risk Management Policy. A list of non-energy contracts executed under the CEO’s Signing Authority pursuant to CPA’s Non-Energy Contracting Policy is provided in Attachment 4. This list includes all open contracts as well as all contracts, open or completed, executed in the past 12 months.

ATTACHMENTS

1. July 2025 Financial Dashboard

2. Participation Rates by Member Agency

3. Long Term Energy transactions, Letter Agreements, Amendments, and Terminations under CEO’s Delegated Authority

4. Non-Energy Contracts Executed under CEO’s Signing Authority

Agenda Page 172
Summary of Financial Results
Definitions:

Accounts: Active Accounts represents customer accounts of active customers served by CPA per Calpine Invoice Participation Rate %: Participation Rate represents active accounts divided by eligible CPA accounts YTD Sales Volume: Year-to-date sales volume represents the amount of energy (in gigawatt hours) sold to retail customers Revenues: Retail energy sales and other (grant related) revenues less allowance for doubtful accounts Cost of energy: Includes all direct power costs incurred to serve CPA’s load Operating expenses: Includes general, administrative, consulting, payroll, and other costs required to fund operations Operating Income: Represents the difference between revenues and cost of energy and operating expenses Non-Operating Income: Interest income arising from deposits and investments net of borrowing costs and fees Investments: Liquid and high-quality securities with maturities of 91 days or more Cash and Cash Equivalents: Includes bank deposits and high quality and liquid securities with maturities of 90 days or less Year to date (YTD): Represents the fiscal period beginning July 1, 2025 YTD
July
2025
Financial Dashboard
Note: Numbers may not sum up due to rounding.

Active Accounts
1,040,632
Participation Rate

92.9%
YTD Sales Volume
946 GWh
July Volume
946 GWh
Res
48%
Com - Lg
21%
Com - Sm
29%
Agr/Oth
2%
In July 2025 CPA’s net position decreased by $4.5 thousand, $1.706 million less than the budgeted decrease in net position of $1.71 million. July 2025 revenues were $13.2 million less than budgeted due to lower than forecasted residential energy consumption. The lower than budgeted revenue was offset by energy costs that were $14.1 million below budget. Lower revenue and energy costs were driven by mild weather which resulted in lower than forecasted residential electric consumption for cooling in CPA’s service area and lower than budgeted wholesale electricity prices.

Operating expenses were $1.6 million below budget and non-operating income was $0.8 million below budget.

As of July 31st, 2025, CPA had unrestricted cash, cash equivalents, and investments of $372.9 million, as well as $114.4 million available in its bank line of credit, representing 195 Days Liquidity on Hand. CPA is financially sound and in compliance with its bank and other credit covenants.

Agenda Page 173
CUSTOMER STATUS REPORT
PARTICIPATION BY CITY AND COUNTY
Oct 6, 2025
ACTIVE ACCOUNTS BY ENERGY PRODUCT
Jurisdiction Preferred Energy Option Active Accounts Participation % Lean % Clean % 100% Green % AGOURA HILLS 100% Green 7,996
ALHAMBRA 100% Green 34,282
ARCADIA Lean 22,701
BEVERLY HILLS 100% Green 18,617
CALABASAS 100% Green 9,273
CAMARILLO 100% Green 28,953
CARSON Clean 29,569
CLAREMONT 100% Green 12,726
CULVER CITY 100% Green 19,338
DOWNEY Clean 36,943
HAWAIIAN GARDENS Clean 3,654
HAWTHORNE 100% Green 28,522
HERMOSA BEACH 100% Green 9,895
LOS ANGELES COUNTY 100% Green 294,979
MALIBU 100% Green 6,279
MANHATTAN BEACH 100% Green 15,193
MONROVIA 100% Green 16,091
MOORPARK Clean 11,457
OJAI 100% Green 3,455
OXNARD 100% Green 56,091
PARAMOUNT Clean 15,814
REDONDO BEACH 100% Green 33,369
ROLLING HILLS ESTATES 100% Green 3,563
SANTA MONICA 100% Green 55,663
SANTA PAULA 100% Green 9,399
SIERRA MADRE 100% Green 4,918
SIMI VALLEY Lean 43,448
SOUTH PASADENA 100% Green 11,575
TEMPLE CITY Lean 12,717
THOUSAND OAKS 100% Green 44,466
VENTURA 100% Green 44,928
VENTURA COUNTY 100% Green 33,067
WEST HOLLYWOOD 100% Green 26,680
WESTLAKE VILLAGE Lean 3,711
WHITTIER Clean 31,734
TOTAL

89.2% 3.8% 0.4% 95.8%

95.2% 2.2% 0.1% 97.7%

95.0% 99.8% 0.1% 0.1%

97.3% 2.4% 0.1% 97.6%

92.7% 3.6% 0.3% 96.1%

89.8% 2.3% 0.1% 97.6%

95.5% 1.7% 96.0% 2.3%

91.1% 3.5% 0.3% 96.2%

94.9% 4.2% 1.0% 94.8%

95.0% 1.7% 97.2% 1.0%

95.4% 1.5% 96.4% 2.1%

97.1% 1.0% 0.0% 99.0%

92.1% 3.1% 0.6% 96.3%

94.2% 2.5% 29.9% 67.6%

94.3% 3.3% 0.4% 96.3%

94.8% 3.3% 0.4% 96.3%

90.4% 5.2% 0.5% 94.3%

85.4% 3.3% 96.1% 0.6%

88.7% 6.0% 1.1% 92.9%

92.6% 3.9% 0.5% 95.6%

96.7% 0.3% 94.4% 5.3%

95.8% 2.6% 0.1% 97.2%

91.9% 8.0% 1.5% 90.5%

94.9% 3.5% 0.6% 96.0%

90.2% 2.6% 0.3% 97.1%

91.5% 6.0% 1.4% 92.6%

89.3% 99.7% 0.1% 0.2%

94.3% 4.1% 0.5% 95.4%

95.5% 99.8% 0.0% 0.2%

83.5% 8.0% 1.4% 90.6%

89.2% 4.9% 1.0% 94.1%

84.7% 7.0% 1.0% 92.0%

97.0% 2.6% 0.3% 97.1%

88.0% 99.4% 0.1% 0.5%

93.8% 2.0% 97.2% 0.8%
1,041,066 92.8% 92.5% 14.5% 17.8% 91.7% 67.7%
Energy Option Active Accounts Percentage
100% Green Power
Clean Power
Lean Power
Total 100.0%

10.9%

20.7%

68.4%
1,041,066
113,066
216,026
711,974

91.7% 91.7%
Agenda Page 174
Project or Resource Summary Month Notes
Luna
Letter agreement to memorialize approval of an augmentation outage in the summer months, and compensation from Luna to CPA in acknowledgment of such summer outage approval
September 2025
Sunzia
Amendements to bifurcate North and South projects into two separate Power Purchase Agreements.

September 2025
Luna
Letter agreement to memorialize approval of an augmentation outage in the summer months, and compensation from Luna to CPA in acknowledgment of such summer outage approval
June 2025
Sunzia Letter agreement to establish process to bifurcate North and South projects June 2025 Sunzia
Amendment to allow Sunzia the option to operate each turbine in the South Wind project area at a nameplate capacity of 3.8MW vs the originally contemplated 3.6MW
May 2025
Sunzia
Letter Agreement extending the negotiating period to address Slice of Day language in existing contract
May 2025
Cape Station 30 MW
and 18 MW
Letter Agreement to the Power Purchase Agreements to update insurance requirements. The Letter Agreement applies to both the 30 MW and incremental 18 MW Cape Station agreements.

April 2025
Rexford
Amendment to the Power Purchase Agreement to update the Ultimate Parent definition after a Change in Control
February 2025
Drifter
Amendment to Energy Storage Agreement to extend the termination deadline while parties identify mutually beneficial solutions
January 2025
Desert Sands II
Amendment to a Letter Agreement to the Energy Storage Agreement to extend the termination deadline while parties identify mutually beneficial solutions December 2024
Desert Quartzite
Letter Agreement to Power Purchase Agreement to document grid charging cessation procedures November 2024
Drifter
Amendment to Energy Storage Agreement to extend the termination deadline while parties identify mutually beneficial solutions
October 2024
Desert Sands I
Amendment to Power Purchase Agreement to facilitate the transfer of the site to a backup facility contemplated in the contract, Key Energy Storage, and allow for a delay in COD in return for a price decrease September 2024
Wilmington 2
Amendment to Power Purchase Agreement to allow for additional payments of liquidated damages to extend the COD
September 2024
Dominguez
Amendment to Power Purchase Agreement to allow for additional payments of liquidated damages to extend the COD
September 2024
Previous 12 Months
Long-Term Energy Contract Transactions, Administrative Amendments, Letter Agreements and Terminations Executed Under Chief Executive Officer's Authority

Agenda Page 175
Vendor Purpose Month NTE Amount Status Notes
Alter Agents, Inc. Marketing research services Sep-25 $249,800 Active Pinnacle AV Services A/V maintenance service plan Sep-25 $25,849 Active SAESHE, Inc.

Amendment to PSA for Street teams
support services Sep-25 $55,000 Active
First Principles Advisory Integrated Resources Plan technical consulting Sep-25 $75,000 Active
Mercer LLC 2025 Retirement/Benefits Review Aug-25 $73,000 Active Dillon Consulting Auditor for the Climate Registry Jul-25 $26,400 Active MRW Associates Subscription to rate forecasting
products Jul-25 $9,600 Active
LinkedIn LinkedIn Learning Subscription Jul-25 $16,660 Active Meltwater Media coverage subscription Jul-25 $27,770 Active Baker Tilly Financial audit services Jul-25 $62,000 Active Snowflake AWS data subscription Jul-25 $100,000 Active
Workable Applicant Management Platform
Subscription Jul-25 $17,496 Active
Smartsheet, Inc. Project management platform Jul-25 $2,436 Active Hootsuite, Inc. Social media boosting tool Jun-25 $18,799 Active Air Fresh Marketing LLC Street teams support services Jun-25 $20,000 Active Lattice HR management platform subscription Jun-25 $35,067 Active Getty Images Subscription for image assets Jun-25 $8,620 Active EGIA Incentive management services
renewal term May-25 $92,510 Active
Spirit Media Videography services for CPA teaser
video May-25 $97,375 Active
Trinity Consultants Third-party verification services for 2024 EPE emissions data report May-25 $24,000 Active
BRB Law Legal services, regulatory May-25 $50,000 Active Raimi & Associates
End date extension only for Inglewood
Oil Field energy storage feasibility
study
May-25 $0 Active End date extension only
EPRI Research Participation Agreement Apr-25 $54,000 Active USGBC California
Workforce development grant for
wildfire recovery resources Apr-25 $50,000 Active
IFUS ICE Futures Platform access Apr-25 $0 Active
Redhill Group Customer Researh Services Apr-25 $34,589 Active LinkedIn Recruiting Platform Subscription Feb-25 $10,250 Active Raimi & Associates
Inglewood Oil Field energy storage
feasibility study Feb-25 $118,713 Active
Abbot, Stringham & Lynch Green-e Energy Program reporting Feb-25 $24,000 Active Wicked Bionic
Creative services for Customer
Programs Jan-25 $225,000 Active
Omni Government Relations Renewal to lobbying services
agreement
Jan-25 $102,492 Active
Pinnacle Advocacy Renewal to lobbying services
agreement
Jan-25 $76,652 Active
Wrike Project management software Jan-25 $20,280 Active Verve Cloud Internet service Jan-25 $20,988 Active
TRC Amendment to PSA for reach code
technical consulting
Dec-24 $36,928 Active
Wellable Employee wellness platform Dec-24 $13,075 Active Crown Castle Fiber LLC
Office dedicated internet access
service
Nov-24 $18,600 Active
Alter Agents CPA Brand Tracker Nov-24 $44,000 Active
New Block Digital Agency Website QA services Nov-24 $25,000 Active Non-Energy Contracts Executed Under Chief Executive Officer Authority Rolling 12 months.

Agenda Page 176
Language Line Translation services Nov-24 $42,000 Active Green Translations Translation services Nov-24 $42,000 Active Intelligence Press Natural gas data subscription Nov-24 $7,400 Active Cindy Levine Group Amendment to PSA for management
coaching services Nov-24 $12,500 Active
Downey Brand LLP Legal Services (CPUC mediation) Nov-24 $55,000 Active Ross Associates Management coaching services Oct-24 $16,000 Active Perkins Coie Amendment to Legal Services
Agreement for RFO support Oct-24 $70,000 Active
Actium LLP Legal services for general liability Oct-24 $55,000 Active

Agenda Page 177

Clean Power Alliance Board of DirectorsOctober 16, 2025

Clean Power Alliance Board of Directors
October 16, 2025