Executive Committee of the
Clean Power Alliance of Southern California
Regular Meeting
Thursday, October 23, 2025
1:30 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
Executive Conference Room
801 S. Grand Ave., Suite 400
Los Angeles, CA 90017
Members of the public may also participate in this meeting remotely at the following locations:
Agoura Hills City Hall
Planning Conference Room
30001 Ladyface Court
Agoura Hills, CA 91301
Ventura County Government Center
CEO Point Mugu Room
Hall of Administration
800 South Victoria Avenue
Ventura, CA 93009
Alhambra City Hall
Conference Room
111 S. First St.
Alhambra, CA 91801
Camarillo City Hall
Council Office
601 Carmen Drive
Camarillo, CA 93010
Carson City Hall
Executive Conference Room
701 East Carson Street
Carson, CA 90745
Hawthorne City Hall
Administrative Office
4455 W. 126th Street
Hawthorne, CA 90250
Los Angeles County Hall of Administration
Sybil Brand Conference Room, Room 372
500 West Temple Street
Los Angeles, CA 90012
Santa Paula City Hall
Councilmember Office
970 E. Ventura Street
Santa Paula, CA 93060
Beverly Hills City Hall
Council Office, 4th Floor
455 N. Rexford Drive
Beverly Hills, CA 90210
Courtyard by Marriott
301 Creekside Ridge Court
Roseville, CA 95678
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 Committee on any Clean Power Alliance-related matters not on Agenda Page 1
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 Committee at CPA’s Office are requested to complete a comment card and provide it to staff. If you are attending from a remote location, please identify yourself to a CPA representative when your item is called. Each speaker is limited to two (2) minutes (in whole-minute increments) per agenda item with a cumulative total of five 5 minutes to be allocated between the General Public Comment, the entire Consent Agenda, or individual items in the Regular Agenda. Please refer to Policy No. 8 – Public Comment for additional information.
NAVIGATING OUR AGENDA PACKETS
The meeting agenda packets are bookmarked PDFs, which display a list of agenda items to the left of the page and allow you to click to view specific items within the packet. If viewing in your browser, click the "document outline" button in the upper left corner of the screen. If the PDF is downloaded, the bookmark panel (ribbon icon) appears on the left side of the screen.
ACCESSIBILITY: Meetings are accessible to people with disabilities. Individuals who need special assistance or a disability-related modification or accommodation to participate in this meeting, or who have a disability and wish to request an alternative format for the meeting materials, should contact the Clerk of the Board at least two (2) working days before the meeting at [email protected] or (213) 713- 5995. Notification in advance of the meeting, while not required, will enable us to make reasonable arrangements to ensure accessibility to this meeting and the materials related to it.
CALL TO ORDER AND ROLL CALL
GENERAL PUBLIC COMMENT
CONSENT AGENDA
1. Approve Minutes from September 18, 2025, Executive Committee Meeting
REGULAR AGENDA
2. Oral Update from the CEO on CPA Operations
3. Review Draft Agenda for the November 6, 2025, Board of Directors Meeting
4. Receive Presentation and Provide Input Regarding Planned Approach for Additional Prepay Transactions
COMMITTEE MEMBER COMMENTS
ADJOURN – NEXT REGULAR MEETING ON NOVEMBER 20, 2025
Public Records: Public records that relate to any item on the open session agenda for a Committee 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 Committee. 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 2
Staff Report – Agenda Item 1
To: Executive Committee
Subject: Approve Minutes from the September 18, 2025, Executive Committee Meeting
Date: October 23, 2025
RECOMMENDATION
Approve.
ATTACHMENT
1. Minutes
Agenda Page 3
MINUTES
Executive Committee of the
Clean Power Alliance of Southern California
Regular Meeting
September 18, 2025
1:30 p.m.
Meeting videos are available on CPA's YouTube Channel.
http://www.youtube.com/@CPApublicmeetings
Committee Members participated in this meeting from the following locations:
Agoura Hills City Hall
Planning Conference Room
30001 Ladyface Court
Agoura Hills, CA 91301
Clean Power Alliance
Executive Conference Room
801 S. Grand Ave., Suite 400
Los Angeles, CA 90017
Santa Paula City Hall
Councilmember Office
970 E. Ventura Street
Santa Paula, CA 93060
Camarillo City Hall
Council Office
601 Carmen Drive
Camarillo, CA 93010
Hawthorne City Hall
Administrative Office
4455 W. 126th Street
Hawthorne, CA 90250
Carson City Hall
City Manager’s Conference Room
701 East Carson Street
Carson, CA 90745
Los Angeles County Hall of Administration
Sybil Brand Conference Room, Room 372
500 West Temple Street
Los Angeles, CA 90012
Ventura County Government Center
CEO Point Mugu Room
Hall of Administration
800 South Victoria Avenue
Ventura, CA 93009
Beverly Hills City Hall
Council Office, 4th Floor
455 N. Rexford Drive
Beverly Hills, 90210
Sierra Madre City Hall
Council Chambers
232 W. Sierra Madre Blvd.
Sierra Madre, CA 91024
CALL TO ORDER & ROLL CALL
Chair Klein Lopez called the meeting to order at 1:30 p.m. and Gabby Monzon, Clerk of the Board, conducted roll call.
Roll Call
Agoura Hills Deborah Klein Lopez Chair Remote
Alhambra Jeff Maloney Committee Member Absent
Beverly Hills Julian Gold Immediate Past Chair Remote
Camarillo Susan Santangelo Committee Member Absent
Carson Cedric Hicks Committee Member Present
Hawthorne Alex Monteiro Committee Member Remote
Executive Committee Item 1
Agenda Page 4
Los Angeles County Rita Kampalath Alternate Remote
Santa Paula Jenny Crosswhite Committee Member Remote
Sierra Madre Robert Parkhurst Committee Member Remote
Ventura County Vianey Lopez Vice Chair Remote
All votes are unanimous unless otherwise stated.
GENERAL PUBLIC COMMENT
There was no public comment.
CONSENT AGENDA
1. Approve Minutes from August 21, 2025, Executive Committee Meeting Motion: Committee Member Hicks, Carson
Second: Committee Member Parkhurst, Sierra Madre
Vote: The consent agenda was approved by a roll call vote.
REGULAR AGENDA
2. Oral Update from the CEO on CPA Operations
Ted Bardacke, Chief Executive Officer, discussed the Board retreat and congratulated CPA’s Energy Committee for the volume of work performed in the last few months reviewing proposed projects. He also welcomed Vice Chair Horvath’s Environment Deputy, Aaron Ordower, as the second alternate to CPA, representing the County of Los Angeles.
3. Review Draft Agenda for the October 16, 2025, Board of Directors Meetings Mr. Bardacke provided a report on the consent agenda, including several pre-pay transactions that the Finance Committee will review next week. Staff is also working on getting the workforce development MOU for Ventura County ready. On the regular agenda, notable items include contract amendments for the Power Ready program; and an information item on the implementation of a Base Services Charge by SCE.
Mr. Bardacke clarified for Committee Member Monteiro that staff is preparing to issue as much as $4.5 billion in bonds over the next two years. In response to Committee Member Parkhurst’s questions, staff confirmed that CPA’s call center will be ready to answer questions from customers noticing changes in their bills resulting from the Base Services Charge. Staff also confirmed that the TOU-SMART pilot will include participants who will benefit from the program even if they don’t work from home during the day.
4. Receive a Presentation on the Power Ready Program and Contract Amendment Matt Langer, Chief Operating Officer, gave background information on the Power Ready Program, and described the Round 1 progress and challenges. Site lease agreements have been executed with member agencies for seven projects.
However, negotiation and execution of the agreements extended for seven to 16 months, instead of the anticipated two-month timeframe. As a result, the developer, Coast Energy, is no longer able to meet the Guaranteed Commercial Operation Dates for the projects and is requesting a price increase and PPA Executive Committee Item 1
Agenda Page 5
amendments to ensure project viability. Staff will bring the amendments to the Board for approval in October and seek guidance regarding strategies such as asset ownership to accelerate project delivery. Staff clarified for Chair Klein Lopez that asset ownership would not be considered for projects already underway but it may be a possibility for Round 2.
Committee Member Monteiro asked about the number of contracts and the possibility of having one project in each member agency jurisdiction. Mr. Langer responded that Round 1 has 11 sites across eight different member agencies. Mr.
Bardacke stated that for Round 2 staff are encouraging evenly distributed sites in both Counties, noting that some sites are in unincorporated areas and it may not be possible for each individual city to host a site. Committee Member Parkhurst asked about differences between Round 1 and Round 2 projects; Mr. Langer pointed to procurement methods and consideration of sites not owned by the member agencies in Round 2. Staff have broadened the definition of the type of building that could be used to include sites such as a community center, fire station, city hall, or library.
Committee Member Ordower thanked CPA staff for working with Los Angeles County on challenges related to sites in their jurisdiction. He stated that Vice Chair Horvath collaborated with the County Counsel’s office to find a path forward to ensure future sites can work. In response to Committee Member Hicks’ question about timeline of completion, staff indicated they are anticipating Round 1 projects coming online at the end of 2026 or sooner.
Committee Member Gold introduced Beverly Hills Council Member Mary Wells, who asked about using public school sites. Staff explained they can be considered in Round 2 and that the CPA member agency would nominate the site. Committee Member Monteiro inquired about school parking structures that have solar panels on them, and staff said they would consider those sites on a case-by-case basis but that the solar energy contract already in place may complicate implementation of a Power Ready contract.
COMMITTEE MEMBER COMMENTS
None.
ADJOURN
Chair Klein Lopez adjourned the meeting at 2:18 p.m.
Executive Committee Item 1
Agenda Page 6
Staff Report – Agenda Item 2
To: Executive Committee
From: Ted Bardacke, Chief Executive Officer
Subject: Oral Update from the CEO on CPA Operations
Date: October 23, 2025
The CEO will provide an oral update on CPA operations.
Agenda Page 7
Staff Report – Agenda Item 3
To: Executive Committee
From: Ted Bardacke, Chief Executive Officer
Subject: Review Draft Agenda for November 6, 2025, Board of Directors Meeting
Date: October 23, 2025
Staff will provide an overview of the proposed agenda items for the November 6, 2025, Board of Directors meeting for review and feedback from the Executive Committee. The draft Board agenda is attached to this staff report. Information on the main items for Board consideration is provided below.
CONSENT AGENDA
The following items are recommended for inclusion on the Consent Agenda of the November Board meeting.
Approve and Authorize Workforce Development MOU
On November 7, 2024, the Board approved funding for Phase 3 of the Workforce Development program. The program included plans to partner with two Multi-Craft Core Curriculum (MC3) pre-apprenticeship programs in Los Angeles County and to investigate options to partner with an MC3 provider in Ventura County. On February 6, 2025, the Board approved MOUs with Flintridge Center and Women in Non-Traditional Employment Roles (WINTER) for MC3 pre-apprenticeship programs in Los Angeles County. The first cohorts of trainees in Los Angeles County sponsored by CPA have graduated.
Staff has been conducting outreach to numerous MC3 stakeholders and providers in Ventura County over the past several months and have identified a set of program partners, including the Workforce Development Board of Ventura County (WDBVC), Agenda Page 8
Executive Committee Item 3
which currently partners with the Tri-Counties Building Trades and the Laborers (LiUNA) to provide MC3 training. CPA is in the process of negotiating an 18-month MOU with WDBVC to provide MC3 training, supportive services, stipends, and job placement via its partners in Ventura County. Should those negotiations be successful, the MOU will be submitted for approval at the November Board meeting.
REGULAR AGENDA
The following items are recommended for inclusion on the Regular Agenda of the November Board meeting.
Battery Energy Storage Safety
The massive amount of battery energy storage built in California over the last four years has stabilized the grid, reduced greenhouse gas emissions, and driven down project costs. However, in the wake of a major fire earlier this year at PG&E’s Moss Landing battery facility, the safety of utility-scale battery energy storage is being called into question. This is particularly the case at the local level, where a new generation of projects – with updated designs and enhanced safety measures – are being planned right when some local governments are revising their permitting processes and requirements. Scott Murtishaw, Executive Director of the California Energy Storage Association, and Chief Richard Stillwagon, LA County Fire Marshall, will speak to the Board on the latest designs, safety measures, and permitting considerations both industry and fire officials are using and have developed for upcoming projects and regulations.
Authorization to Issue Energy Prepay Bonds
This item is the subject of a separate presentation to the Executive Committee.
Presentation of FY 2024/25 Financial Results
Staff will present CPA’s audited FY 2024/25 Financial Statements. The audit is nearly complete, with the final report expected to be issued by October 22. On October 29, 2025, the Baker Tilly audit partner will present the audit results in detail to the Finance Agenda Page 9
Executive Committee Item 3
Committee. The audited Financial Statements will include the auditor’s opinion on CPA’s financial position for FY 2024/25 as of June 30, 2025.
Presentation of FY 2025/26 Rates Outlook
Based on SCE’s 2026 ERRA forecast to be published in mid-October, staff will provide the Board with an early look at SCE’s 2026 generation and PCIA rates and their impact on CPA’s competitiveness and customer bills. Depending on when SCE publishes its forecast, staff may be able to share an initial look with the Executive Committee.
Notice of Public Hearing
On October 7 and 14, the City Councils of Cudahy and Fillmore responded positively to the CPA Board’s invitation to those cities to join CPA and voted to adopt ordinances joining the Joint Powers Agreement. Second readings of the ordinances are expected to be scheduled for October 21 and 28, respectively. As a result, staff will present to the Board for approval the sixth addendum to CPA’s Implementation Plan. This addendum is a document required by the California Public Utilities Commission (CPUC) for CPA to provide energy service to new member communities. The addendum will propose a start date for service in 2027.
Pursuant to statute, a public hearing approving Addendum No. 6 must be held by the Board, and the Addendum must be filed with the CPUC by December 31, 2025, in order for CPA to begin serving load in the new cities in 2027.
ATTACHMENT
1. Draft November 6, 2025, Board of Directors Agenda
Agenda Page 10
Executive Committee Item 3
Board of Directors of the
Clean Power Alliance of Southern California
Regular Meeting
Thursday, November 6, 2025
2:00 p.m.
CALL TO ORDER AND PLEDGE OF ALLEGIANCE
ROLL CALL
GENERAL PUBLIC COMMENT
CONSENT AGENDA
1. Approve Minutes from the October 16, 2025, Board of Directors Meeting
2. Approve and Authorize the Chief Executive Officer to Execute the Workforce Development MOU(s)
3. Receive and File Monthly Community Advisory Committee Report
REGULAR AGENDA
Information Item
4. Receive Presentation on Battery Energy Storage Safety Action Item
5. Authorization to Issue Energy Prepay Bonds
Information Items
6. Receive Presentation on CPA’s Financial Results for Fiscal Year 2024/25 and Fiscal Year Budget to Actual Report
7. Receive Presentation of 2026 Power Charge Indifference Adjustment and Rates Outlook
NOTICE OF PUBLIC HEARING
COMMITTEE CHAIR UPDATES
MANAGEMENT REPORT
BOARD MEMBER COMMENTS
REPORT FROM THE CHAIR
ADJOURN – NEXT MEETING ON DECEMBER 4, 2025
Agenda Page 11
Staff Report – Agenda Item 4
To: Executive Committee
From: Kate Freeman, Strategic Finance Manager
Reviewed by: David McNeil, Chief Financial Officer
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Prepay Transactions
Date: October 23, 2025
RECOMMENDATION
Receive presentation and provide input regarding planned approach for additional prepay transactions.
ATTACHMENTS
1. Future CPA Prepay Transactions: Portfolio Planning and Transaction Approach Presentation
Agenda Page 12
Future CPA Prepay Transactions:
Portfolio Planning and Transaction Approach
October 23, 2025
Agenda Page 13
At the November 6 Board meeting staff are planning to request authorization to complete another $4.5 billion of energy prepay transactions over 18 months As in 2024, Staff recommend use of a two-step process for new prepays transactions which is designed to enhance CPA’s flexibility, increase competition among suppliers, and maximize savings:
1. Staff will present four resolutions that authorize Staff to complete multiple prepay transactions up to the authorized amount with any of four Underwriters & Prepaid Suppliers, contingent upon the use of authorized “form of” contracts and the satisfaction of key transaction criteria
2. For each prepay transaction, Staff will conduct a solicitation process to select one of the four Underwriters & Prepaid Suppliers with whom to complete the transaction
Staff requests ExCom feedback on the proposed approach
Summary
2 Agenda Page 14
CPA completed five prepay transactions in 2023 and 2024, issuing $5.9 billion of prepay bonds leading to approximately $361 million of energy cost savings over the next eight years (~$45 million per year on average) CPA’s five completed prepays utilize energy volumes comprising ~51% of CPA’s forecast FY2026/27 load and ~55% of total long-term renewable energy PPAs that can be used to supply prepay bonds
On September 24, Staff provided the Finance Committee with an overview of CPA current contracts eligible for prepayment and previewed Staff’s recommendation to request approval for an additional $4.5 billion of prepay transactions On October 16, 2025, the Board approved service contracts with Municipal Capital Markets (MCM) and Chapman & Cutler (Chapman) to support the preparation and execution of up to four future CPA prepay transactions
Background: Prepay Bonds and CPA’s Energy Portfolio
3 Agenda Page 15
Key constraints:
The need for renewable PPAs to be
available for assignment into prepay
transactions
The legal prohibition of prepaying for
an annual volume of energy that
exceeds CPA’s annual load
The need to maintain some unassigned
renewable energy contracts to provide
portfolio planning flexibility
The need to have slightly more bond
authorization than available prepays to
accommodate interest rate fluctuations
Background: Prepay Portfolio Planning Considerations
4 Prepaid PPAs
(Prepays 1-5)
PPAs available for
Future Prepays
Planning
Reserve
Total Long-Term RE PPAs
available for Prepays*
Estimated prepay
bond par value of
long-term RE PPAs
$6 billion
(55%)
~$4 billion
(35%)
~$1 billion
(10%)
~$11 billion
(100%)
* For planning purposes Staff have not considered additional long-term RE PPAs that would serve forecasted load growth.
Were CPA to enter into these PPAs, it would allow for additional prepay transactions not contemplated here.
Agenda Page 16
5 Consistent with CPA’s approach in 2024, a two-step solicitation approach for new prepays is being planned:
1. Staff will request the Board adopt four Resolutions enabling the completion of up to $4.5 billion of prepay transactions with any of four Underwriters & Prepaid Suppliers (described on slide 7) using approved pro forma contracts and subject to certain transaction criteria
2. In advance of each prepay transaction, Staff will issue a new solicitation to solicit refreshed pricing from the four Underwriters & Prepaid Suppliers and identify the best partner with whom to transact
Authorizing multiple transactions and Underwriters & Prepaid Suppliers provides the following benefits:
Ensures that CPA receives best available pricing and terms from the most experienced and highly qualified Underwriters & Prepaid Suppliers in the market Grants CPA the flexibility to transact expeditiously when market conditions are favorable In 2024, CPA completed three transactions in five months during a window of strong market conditions
This strategy delivered significant savings to CPA in 2024 which compare favorably to savings achieved by CPA’s CCA peer group (see next slide) Proposed Approach for Prepay Transactions (Two-Step)
Agenda Page 17
6 Bond Series CCA Underwriter Transaction Date Par Amount ($M) Initial Period Savings ($M/yr) CCCFA 2021A MCE Goldman Sachs Nov-21 603 3.2
CCCFA 2021B SVCE/EBCE (Ava) Morgan Stanley Sep-21 1,235 4.2 CCCFA 2022A EBCE (Ava) Morgan Stanley Jun-22 931 4.8
CCCFA 2023A Pioneer Goldman Sachs Dec-22 460 2.4
CCCFA 2023B SVCE Morgan Stanley Jan-23 842 4.7
CCCFA 2023C CPA Goldman Sachs Feb-23 999 7.7
CCCFA 2023D CPA Goldman Sachs Jun-23 958 6.0
CCCFA 2023E EBCE (Ava) Morgan Stanley Aug-23 998 6.1
CCCFA 2023F 3CE Goldman Sachs Oct-23 648 5.0
CCCFA 2023G MCE Goldman Sachs Nov-23 1,038 6.8
CCCFA 2024A SVCE Morgan Stanley Jan-24 1,102 7.7
CCCFA 2024B CPA Goldman Sachs Aug-24 1,524 11.2
CCCFA 2024C PCE Goldman Sachs Sep-24 960 5.7
CCCFA 2024D CPA RBC Royal Bank Oct-24 1,153 8.9
CCCFA 2024E SJCP Morgan Stanley Nov-24 1,243 8.2
CCCFA 2024F SDCP Morgan Stanley Nov-24 1,001 6.7
CCCFA 2024G Sonoma Goldman Sachs Nov-24 776 6.3
CCCFA 2024H CPA Goldman Sachs Dec-24 1,291 11.5
CCCFA 2025A Valley Goldman Sachs Mar-25 493 3.4
CCCFA 2025B MCE Goldman Sachs Jun-25 1,063 6.3
CCCFA 2025D SDCP Morgan Stanley Jul-25 1,006 6.0
CCCFA 2025C Ava Morgan Stanley Sep-25 1,004 5.8
CCCFA 2025E Ava Goldman Sachs Oct-25 961
CCCFA Total 22,286 138.6
CCCFA Prepay Bond Transactions (2021-2025)
Agenda Page 18
Selection of Underwriters
7 In August 2025, Staff issued a solicitation to qualified and experienced Underwriters & Prepaid Suppliers to structure and market energy prepayment transactions. Staff received bids from:
Goldman Sachs (Underwriter) & J. Aron (Prepaid Supplier) Morgan Stanley (Underwriter) & Morgan Stanley Capital Group (Prepaid Supplier) RBC (Underwriter) & RBC Energy Prepay SPV (Prepaid Supplier) JPMorgan (Underwriter) & JPMorgan Ventures Energy Corporation (Prepaid Supplier) These banks are qualified and experienced providers capable of structuring and executing prepay transactions for CPA
GS, MS, and RBC are the top three issuers of prepay bonds in the past five years and are collectively responsible for >80% of all prepay issuances over the period. The Board authorized transactions with these banks in July 2024.
JPM has underwritten six gas prepay transactions since 2020 and recently added staff experienced in electric prepay transactions; CPA views new entrants to the CA electric prepay market positively
Agenda Page 19
√ September 24 (Finance Committee) - Presented prepay portfolio overview, requested recommendation to Board to approve service contracts with MCM and Chapman √ October 16 (Board) - Approved service contracts with MCM, Chapman October 23 (Executive Committee) – Present prepay plans; request input October 29 (Finance Committee) – Propose recommendation for Board to approve prepay Resolutions
November 6 (Board) – Approval of Resolutions authorizing Staff to execute up to $4.5 billion of prepay transactions with any of four Underwriters & Prepaid Suppliers given:
1. Utilization of an approved set of “Form of” contracts with each
2. Achievement of CPA’s minimum savings parameter
3. Time period for transaction execution and maximum bond issuance amount November 2025 (CCCFA Board) - Approval of Resolutions authorizing prepay transactions Proposed Board and Committee Timeline
8 Agenda Page 20
Questions?
Agenda Page 21
10 Staff plan to request the Board adopt four Resolutions encompassing the following approvals or authorizations for each of the four Underwriters & Prepaid Suppliers:
1. The Resolutions will set the conditions under which staff are authorized to execute prepay transactions:
Bonds will be limited obligations of CCCFA, not obligations of CPA CPA will complete no more than $4.5 billion of transactions in total (across all Prepaid Suppliers) Aggregate bond principal of each prepay transaction will not exceed $1.5 billion The "Monthly Discount" and "Minimum Discount" (i.e., CPA's cost savings) as provided for in the Clean Energy Purchase Contracts will be at least 5% of fixed cash flows or equivalent $ per MWh CCCFA's total cost of issuance (TCOI) shall not exceed 1.25% of the amount of bond proceeds
2. Execution of proposed CPA documents or document forms (described on Slide 11)
3. Direction to CCCFA to make payments out of bond proceeds to service providers for activities required to issue the prepay bonds
These Resolutions are substantially similar to those approved by the Board in July 2024 to support CPA's third, fourth, and fifth prepay transactions Summary of Proposed Board Action
Agenda Page 22
11 Each of the four Resolutions would authorize the execution or approval of the following documents and document forms with each of GS, JPM, MS, and RBC:
1. Clean Energy Purchase Contract – Agreement between CPA and CCCFA to purchase assigned discounted electricity
2. Operational Services Agreement – Agreement between CPA and CCCFA permitting CPA to control various actions of CCCFA relating to project operations
3. Memorandum of Understanding with CCCFA – CPA agrees to indemnify CCCFA for rating agency and green bond certification fees in the event the prepay bonds are not issued
4. Form of Limited Assignment Agreement – Form of agreement between CPA, PPA Sellers, and Prepaid Supplier governing the assignment of existing and future PPAs
5. Letter Agreement re: Limited Assignment Agreement1
– CPA and Prepaid Supplier agree to use
the Form of Limited Assignment Agreement for future PPA assignments
6. PPA Custodial Agreement – Provides for creation of a custody account for receipt of payments from Prepaid Supplier and CPA to settle monthly PPA Seller invoices
7. Appendix A of Preliminary Official Statement – Provides descriptive, operating, and financial information regarding CPA; used for marketing the Bonds (will be identical for all four Resolutions) 1 For RBC, the Letter Agreement re: LAA is included as Exhibit F of the Clean Energy Purchase Contract rather than as a separate document Summary of Prepaid Supplier Documents
Agenda Page 23