ARTICLE XIV.
PAYMENTS
Section 14.1 Monthly Statements.
(a) Project Participant’s Statements. No later than the 5th day of each Month during the Delivery Period (excluding the first Month of the Delivery Period) and the first Month following the end of the Delivery Period, Project Participant shall deliver to Issuer a statement (a
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“Project Participant’s Statement”) listing (i) any Assigned Delivered Quantity Shortfalls for such Month, and (ii) any amounts due to Project Participant in connection with this Agreement with respect to the prior Months.
(b) Issuer Statements.
(i) No later than the 20th day of each Month during the Delivery Period (excluding the first Month of the Delivery Period) and the first Month following the end of the Delivery Period (the “Billing Date”), Issuer shall deliver a statement (a “Billing Statement”) to Project Participant indicating (A) the total amount due to Issuer for Product delivered in the prior Month, (B) any other amounts due to Issuer or Project Participant in connection with this Agreement with respect to the prior Months, (C) the net amount due to Issuer or Project Participant and (D) the Assigned Delivered Quantity Shortfall Tracking Account balance, if any; provided that invoicing for all Monthly Excess Quantities or Assigned PAYGO Quantities shall occur under the PPA Custodial Agreement. (ii) If a Project Participant Monthly Statement for an Assigned PPA has not been delivered by the [15th] day of the Month following deliveries, Issuer shall provisionally prepare or cause to be prepared a Billing Statement for this Agreement that assumes all of the Monthly Reference Quantities were delivered under the applicable Assigned PPA for such Month, and any subsequent resettlements required with respect thereto shall occur under the PPA Custodial Agreement.
(iii) Notwithstanding the foregoing, the Parties agree that Prepaid Supplier’s delivery of a Billing Statement (as defined in the Prepaid Agreement) to Issuer and Project Participant pursuant to Section [13.01(b)] of the Prepaid Agreement shall be deemed to satisfy Issuer’s obligation to deliver a Billing Statement pursuant to this Section
14.1(b).
(c) Supporting Documentation. Upon request by either Party, the other Party shall deliver such supporting documentation of the foregoing statements and information described in this Section 14.1 as such requesting Party may reasonably request.
Section 14.2 Payments.
(a) Payments Due. If the Billing Statement indicates an amount due from Project Participant, then Project Participant shall remit such amount to the Trustee for the benefit of the Issuer by wire transfer (pursuant to the Trustee’s instructions), in immediately available funds, on or before the 23rd day of the Month following the most recent Month to which such Billing Statement relates, or if such day is not a Business Day, the preceding Business Day. If the Billing Statement indicates an amount due from Issuer, then Issuer shall remit such amount to Project Participant by wire transfer (pursuant to Project Participant’s instructions), in immediately available funds, on or before the 28th day of the Month following the most recent Month to which such Billing Statement relates, or if such day is not a Business Day, the following Business Day. (b) No Duty to Estimate. If Project Participant fails to issue a Project Participant’s Statement with respect to any Month, Issuer shall not be required to estimate any amounts due to Project Participant for such Month, provided that Project Participant may include
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any such amount on subsequent Project Participant’s Statements issued within the next sixty (60) days. The sixty (60)-day deadline in this subsection (b) replaces the two (2) year deadline in Section 14.5 with respect to any claim by any non-delivering Party of inaccuracy in any estimated invoice issued or payment made pursuant to this subsection (b).
Section 14.3 Payment of Disputed Amounts. If Project Participant disputes any amounts included in a Billing Statement, Project Participant shall (except in the case of manifest error) nonetheless pay any amount required by the Billing Statement in accordance with Section 14.2 without regard to any right of set-off, counterclaim, recoupment or other defenses to payment that Project Participant may have; provided, however, that Project Participant shall have the right, after payment, to dispute any amounts included in a Billing Statement or otherwise used to calculate payments due under this Agreement pursuant to Section 14.5. If Issuer disputes any amounts included in the Project Participant’s Statement, Issuer may withhold payment to the extent of the disputed amount; provided, however, that interest shall be due at the Default Rate for any withheld amount later found to have been properly due.
Section 14.4 Late Payment. If Project Participant fails to remit within one Business Day the full amount payable when due, interest on the unpaid portion shall accrue from the date due until the date of payment at the Default Rate.
Section 14.5 Audit; Adjustments.
(a) Right to Audit. A Party shall have the right, at its own expense, upon reasonable notice to the other Party and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other Party to the extent reasonably necessary, but only to such extent, to verify the accuracy of any statement, charge, payment, or computation made under this Agreement. This right to examine, audit, and obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Agreement.
(b) Deadline for Objections. Each Project Participant’s Statement and each Billing Statement shall be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such Project Participant’s Statement or Billing Statement is objected to in writing, with adequate explanation and/or documentation, within two (2) years after the applicable Month of Product delivery. (c) Payment of Adjustments. All retroactive adjustments shall be paid in full by the Party owing payment within 30 days of notice and substantiation of such inaccuracy. If the Parties are unable to agree upon any retroactive adjustments requested by either Party within the time period specified in Section 14.5(b), then either Party may pursue any remedies available with respect to such adjustments at law or in equity. Retroactive adjustments for payments made based on an incorrect Project Participant’s Statement or Billing Statement shall bear interest at the Default Rate from the date such payment was made.
Section 14.6 Netting; No Set-Off. The Parties shall net all amounts due and owing, including any past due amounts (which, for the avoidance of doubt, shall include any accrued interest), arising under this Agreement such that the Party owing the greater amount shall make a
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single payment of the net amount to the other Party in accordance with this Article XIV.
Notwithstanding the foregoing, no Party shall be entitled to net any amounts that are in dispute and payment for all amounts set forth in a Billing Statement provided to Project Participant shall be made without set-off or counterclaim of any kind.
Section 14.7 Rate Covenant. Project Participant agrees to make payments it is required to make under this Agreement from Revenues, as a charge against such Revenues, as an operating expense of its Enterprise and a cost of purchased Product; provided, however, that Project Participant, in its discretion, may apply any legally available moneys to the payment of amounts due under this Agreement. Project Participant hereby covenants and agrees that it will establish, maintain, and set rates and charges for its Enterprise so as to provide Revenues sufficient to enable Project Participant to pay to Issuer all amounts payable under this Agreement and to pay all other amounts payable from the Revenues of the Enterprise, and to maintain any reserves as required by the Project Participant’s reserve policy. Project Participant further covenants and agrees that it shall not furnish or supply Energy or related services free of charge to any person, firm, corporation association, or other entity, public or private, except any such service free of charge that Project Participant is supplying on the date hereof or such free service as required by order of the CPUC or the State of California, and that it shall promptly enforce the payment of any and all accounts owing to Project Participant for the sale of Energy or the provision of other services to its customers. Project Participant further covenants and agrees that in any future bond issue, certificate of participation issue, interest rate swap agreement, commodity swap agreement or any other financing or financial transaction undertaken by, or on behalf of, Project Participant in connection with its Enterprise, Project Participant shall not pledge or encumber the Revenues through a gross revenue pledge or in any other way which creates a prior or superior obligation to its obligation to make payments under this Agreement.
ARTICLE XV.
NOTICES
Any notice, demand, statement or request required or authorized by this Agreement to be given by one Party to the other Party (or to any third party) shall be in writing and shall either be sent by email transmission, courier, or personal delivery (including overnight delivery service) to each of the notice recipients and addresses specified in Exhibit B for the receiving Party. Any such notice, demand, or request shall be deemed to be given (i) when delivered by email transmission, or (ii) when actually received if delivered by courier or personal delivery (including overnight delivery service). Each Party shall have the right, upon 10 days’ prior written notice to the other Party, to change its list of notice recipients and addresses in Exhibit B. The Parties may mutually agree in writing at any time to deliver notices, demands or requests through alternate or additional methods, such as electronic mail. Notwithstanding the foregoing, either Party may at any time notify the other that any notice, demand, statement or request to it must be provided by email transmission for a specified period of time or until further notice, and any communications delivered by means other than email transmission during the specified period of time shall be ineffective.
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ARTICLE XVI.
DEFAULT; REMEDIES; TERMINATION
Section 16.1 Issuer Default. Each of the following events shall constitute a “Issuer Default” under this Agreement:
(a) any representation or warranty made by Issuer in this Agreement shall prove to have been incorrect in any material respect when made; or (b) Issuer shall have failed to perform, observe or comply with any covenant, agreement or term contained in this Agreement, and such failure continues for more than thirty (30) days following receipt by Issuer of written notice thereof.
Section 16.2 Project Participant Default. Each of the following events shall constitute a “Project Participant Default” under this Agreement:
(a) Project Participant fails to pay when due any amounts owed to Issuer pursuant to this Agreement and such failure continues for three Days following receipt by Project Participant of written notice thereof;
(b) Project Participant (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency Law or other similar Law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained, in each case within 30 days of the institution or presentation thereof; (v) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets; (vii) has a secured party take possession of all or substantially all of its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its of assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (viii) causes or is subject to any event with respect to it which, under the applicable Laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) through (vii); or (ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; (c) any representation or warranty made by Project Participant in this Agreement proves to have been incorrect in any material respect when made, and such default is not remedied within thirty (30) days after receipt by Project Participant of written notice thereof;
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(d) Project Participant shall have failed to perform, observe or comply with any material covenant, agreement or term contained in this Agreement, and such failure continues for more than 30 days following the earlier of receipt by Project Participant of notice thereof; or (e) Project Participant shall have failed to establish, maintain, or collect rates or charges adequate to provide Revenues sufficient to enable Project Participant to pay all amounts due to Issuer under this Agreement, as set forth in Section 14.7, and such failure continues for more than 30 days following the earlier of receipt by Project Participant of notice thereof.
Section 16.3 Remedies Upon Default.
(a) Termination. If at any time a Issuer Default or a Project Participant Default has occurred and is continuing, then the non-defaulting Party may do any or all of the following (i) by notice to the defaulting Party specifying the relevant Issuer Default or Project Participant Default, as applicable, terminate this Agreement effective as of a day not earlier than the day such notice is deemed given under Article XV and/or (ii) declare all amounts due to the non-defaulting Party under this Agreement or any part thereof immediately due and payable, and the same shall thereupon become immediately due and payable, without notice, demand, presentment, notice of dishonor, notice of intent to demand, protest or other formalities of any kind, all of which are hereby expressly waived by the defaulting Party; provided, however, this Agreement shall automatically terminate and all amounts due to the non-defaulting Party hereunder shall immediately become due and payable as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition giving rise to a Project Participant Default specified in Section 16.2(b(iv) or, to the extent analogous thereto, Section 16.2(b)(viii).
In addition, during the existence of an Issuer Default or a Project Participant Default, as applicable, the non-defaulting Party may exercise all other rights and remedies available to it at Law or in equity, including without limitation mandamus, injunction and action for specific performance, to enforce any covenant, agreement or term of this Agreement. (b) Additional Remedies. In addition to the remedies set forth in Section
16.3(a) (and without limiting any other provisions of this Agreement), during the existence of any Project Participant Default, Issuer may suspend its performance hereunder and discontinue the supply of all or any portion of the Product otherwise to be delivered to Project Participant by it under this Agreement. If Issuer exercises its right to suspend performance under this Section
16.3(b), Project Participant shall remain fully liable for payment of all amounts in default and shall not be relieved of any of its payment obligations under this Agreement. Deliveries of Product may only be reinstated, at a time to be determined by Issuer, upon (i) payment in full by Project Participant of all amounts then due and payable under this Agreement and (ii) unless otherwise agreed by Issuer, payment in advance by Project Participant at the beginning of each Month of amounts estimated by Issuer to be due to Issuer for the future delivery of Product under this Agreement for such Month. Issuer may continue to require payment in advance from Project Participant after the reinstatement of Issuer’s supply services under this Agreement for such period of time as Issuer in its sole discretion may determine is appropriate. In addition, and without limiting any other provisions of or remedies available under this Agreement, if Project Participant fails to accept from Issuer any Product tendered for delivery under this Agreement, Issuer shall have the right to sell such Product to third parties on any terms that Issuer, in its sole discretion, determines are appropriate.
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(c) Effect of Early Termination. As of the effectiveness of any termination date in accordance with clause (i) of Section 16.3(a), (i) the Delivery Period shall end, (ii) the obligation of Issuer to make any further sales and deliveries of Product to Project Participant under this Agreement shall terminate, and (iii) the obligation of Project Participant to purchase and receive deliveries of Product from Issuer under this Agreement will terminate. Neither this Agreement nor the Delivery Period may be terminated for any reason except as specified in this Article XVI.
Without prejudice to any payment obligation in respect of periods prior to termination, no payments will be due from either Party in respect of periods occurring after the effective termination date of this Agreement.
Section 16.4 Termination of Prepaid Agreement. Project Participant acknowledges and agrees that (i) in the event the Prepaid Agreement terminates prior to the end of the primary term of this Agreement, this Agreement shall terminate on the effective date of early termination of the Prepaid Agreement (which date shall be the last date upon which deliveries are required thereunder, subject to all winding up arrangements) and (ii) Issuer’s obligation to deliver Product under this Agreement shall terminate upon the termination of deliveries of Product to Issuer under the Prepaid Agreement. Issuer shall provide notice to Project Participant of any early termination date of the Prepaid Agreement. The Parties recognize and agree that, in the event that the Prepaid Agreement terminates because of a Failed Remarketing (as defined in the Trust Indenture) of the Bonds that occurs in the first Month of a Reset Period, Issuer shall deliver Product under this Agreement for the remainder of such first Month, and, notwithstanding anything in this Agreement to the contrary, no Monthly Discount or Annual Refunds shall be associated with such deliveries and the Contract Price shall be adjusted accordingly.
Section 16.5 Limitation on Damages. THE PARTIES CONFIRM THAT THE
EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY
PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS
HEREIN PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE
LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PARTY SHALL BE
LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT
DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY
STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION, OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN
IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD
TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING WITHOUT LIMITATION
THE NEGLIGENCE OF EITHER PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES
REQUIRED TO BE PAID UNDER THIS AGREEMENT ARE LIQUIDATED, THE PARTIES
ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO
DETERMINE, OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT,
AND THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. IN DETERMINING THE APPROPRIATE MEASURE OF
DAMAGES THAT WOULD MAKE THE PARTIES WHOLE, THE PARTIES HAVE
THOROUGHLY CONSIDERED, INTER ALIA, THE UNCERTAINTY OF FLUCTUATIONS
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IN PRODUCT PRICES, THE ABILITY AND INTENTION OF THE PARTIES TO HEDGE
SUCH FLUCTUATIONS, THE BARGAINED-FOR ALLOCATION OF RISK, THE
KNOWLEDGE, SOPHISTICATION AND EQUAL BARGAINING POWER OF THE
PARTIES, THE ARMS-LENGTH NATURE OF THE NEGOTIATIONS, THE SPECIAL
CIRCUMSTANCES OF THIS TRANSACTION, THE ACCOUNTING AND TAX
TREATMENT OF THE TRANSACTION BY THE PARTIES, AND THE ENTERING INTO OF
OTHER TRANSACTIONS IN RELIANCE ON THE ENFORCEABILITY OF THE LIQUIDATED DAMAGES PROVISIONS CONTAINED HEREIN.
ARTICLE XVII.
MISCELLANEOUS
Section 17.1 Indemnification Procedure. With respect to each indemnification included in this Agreement, the indemnity is given to the fullest extent permitted by applicable Law and the following provisions shall be applicable. The indemnified Party shall promptly notify the indemnifying Party in writing of any Claim and the indemnifying Party shall have the right to assume its investigation and defense, including employment of counsel, and shall be obligated to pay related court costs, attorneys’ fees and experts’ fees and to post any appeals bonds; provided, however, that the indemnified Party shall have the right to employ at its expense separate counsel and participate in the defense of any Claim. The indemnifying Party shall not be liable for any settlement of a Claim without its express written consent thereto. In order to prevent double recovery, the indemnified Party shall reimburse the indemnifying Party for payments or costs incurred in respect of an indemnity with the proceeds of any judgment, insurance, bond, surety or other recovery made by the indemnified Party with respect to a covered event.
Section 17.2 Deliveries. Contemporaneously with this Agreement (unless otherwise specified):
(a) each Party shall deliver to the other Party evidence reasonably satisfactory to it of (i) such Party’s authority to execute, deliver and perform its obligations under this Agreement and (ii) the appropriate individuals who are authorized to sign this Agreement on behalf of such Party;
(b) on the Bond Closing Date, Project Participant shall deliver to Issuer a fully executed Federal Tax Certificate in substantially the form attached hereto as Exhibit D; and (c) on the Bond Closing Date, Project Participant shall deliver to Issuer opinions of counsel to Project Participant covering the matters set forth in the forms attached hereto as Exhibit E.
Section 17.3 Entirety; Amendments. This Agreement, including the exhibits and attachments hereto, constitutes the entire agreement between the Parties and supersedes all prior discussions and agreements between the Parties with respect to the subject matter hereof. There are no prior or contemporaneous agreements or representations affecting the same subject matter other than those expressed herein. Except for any matters that, in accordance with the express provisions of this Agreement, may be resolved by oral agreement between the Parties, no
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amendment, modification, supplement, or change hereto shall be enforceable unless reduced to writing and executed by both Parties.
Section 17.4 Governing Law. THIS AGREEMENT AND THE RIGHTS AND DUTIES
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF CALIFORNIA, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLE THAT WOULD DIRECT THE APPLICATION OF ANOTHER JURISDICTION’S LAW.
Section 17.5 Non-Waiver. No waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is in writing and signed by the Party against whom such waiver is claimed. No waiver of any breach or breaches shall be deemed a waiver of any other subsequent breach.
Section 17.6 Severability. If any provision of this Agreement, or the application thereof, shall for any reason be invalid or unenforceable, then to the extent of such invalidity or unenforceability, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the maximum extent permissible under applicable Law, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any materially adverse manner as to either Party.
Section 17.7 Exhibits. Any and all Exhibits and attachments referenced in this Agreement are hereby incorporated herein by reference and shall be deemed to be an integral part hereof.
Section 17.8 Winding Up Arrangements. All indemnity and confidentiality obligations, audit rights, and other provisions specifically providing for survival shall survive the expiration or termination of this Agreement. The expiration or termination of this Agreement shall not relieve either Party of (a) any unfulfilled obligation or undischarged liability of such Party on the date of such termination or (b) the consequences of any breach or default of any warranty or covenant contained in this Agreement. All obligations and liabilities described in the preceding sentence of this Section 17.8, and applicable provisions of this Agreement creating or relating to such obligations and liabilities, shall survive such expiration or termination.
Section 17.9 Relationship of Parties. The Parties shall not be deemed to be in a relationship of partners or joint venturers by virtue of this Agreement, nor shall either Party be an agent, representative, trustee or fiduciary of the other. Neither Party shall have any authority to bind the other to any agreement. This Agreement is intended to secure and provide for the services of each Party as an independent contractor.
Section 17.10 Immunity. Each Party represents and covenants to and agrees with the other Party that it is not entitled to and shall not assert the defense of sovereign immunity with respect to its obligations or any Claims under this Agreement.
Section 17.11 Rates and Indices. If the source of any publication used to determine the index or other price used in the Contract Price should cease to publish the relevant prices or should
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cease to be published entirely, an alternative index or other price will be used based on the determinations made by Issuer and Prepaid Supplier under Section 18.11 of the Prepaid Agreement. Issuer shall provide Project Participant the opportunity to provide its recommendations and other input to Issuer for Issuer’s use in the process for selecting such alternative index or other price under Section 18.11 of the Prepaid Agreement.
Section 17.12 Limitation of Liability. Notwithstanding anything to the contrary herein, all obligations of Issuer under this Agreement, including without limitation all obligations to make payments of any kind whatsoever, are special, limited obligations of Issuer payable solely from Trust Estate (as such term is defined in the Trust Indenture) as and to the extent provided in the Trust Indenture. Issuer shall not be required to advance any moneys derived from any source other than the Revenues (as such term is defined in the Trust Indenture) and other assets pledged under the Trust Indenture for any of the purposes in this Agreement mentioned. Neither the faith and credit of Issuer nor the taxing power of the State of California or any political subdivision thereof is pledged to payments pursuant to this Agreement. Issuer shall not be directly, indirectly, contingently or otherwise liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reasons of or in connection with this Agreement, except solely to the extent Revenues (as such term is defined in the Trust Indenture) are received for the payment thereof and may be applied therefor pursuant to the terms of the Trust Indenture.
Section 17.13 Counterparts. This Agreement may be executed and acknowledged in multiple counterparts and by the Parties in separate counterparts, each of which shall be an original and all of which shall be and constitute one and the same instrument.
Section 17.14 Third Party Beneficiaries; Rights of Trustee. Project Participant acknowledges and agrees that (a) Issuer will pledge and assign its rights, title and interest in this Agreement and the amounts payable by Project Participant under this Agreement to secure Issuer’s obligations under the Trust Indenture, (b) the Trustee shall be a third-party beneficiary of this Agreement with the right to enforce Issuer’s rights and Project Participant’s obligations under this Agreement, (c) Prepaid Supplier and Royal Bank shall each be a third-party beneficiary of this Agreement with the right to enforce the provisions of Article III, Article IV and Exhibit F of this Agreement, (d) the Trustee or any receiver appointed under the Trust Indenture shall have the right to perform all obligations of Issuer under this Agreement, and (e) in the event of any Project Participant Default under Section 16.2(a), (i) Prepaid Supplier may purchase and take assignment from the Issuer of the related receivable owed by Project Participant to Issuer under this Agreement, and Prepaid Supplier or any third party transferee who purchases and takes assignment of such receivables from Prepaid Supplier shall thereafter have all rights of collection with respect to such receivables, and (ii) if such receivables are not so assigned, the Swap Counterparty (as defined in the Trust Indenture) shall have the right to pursue collection of such receivables to the extent any non-payment by Issuer to such Swap Counterparty was caused by Project Participant’s payment default. Pursuant to the terms of the Trust Indenture, Issuer has irrevocably appointed the Trustee as its agent to issue notices and, as directed under the Trust Indenture, to take any other actions that Issuer is required or permitted to take under this Agreement. Project Participant may rely on notices or other actions taken by Issuer or the Trustee, and Project Participant has the right to exclusively rely on any notices delivered by the Trustee, regardless of any conflicting notices that it may receive from Issuer.
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Section 17.15 No Recourse to Members of Project Participant. Project Participant is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to its Joint Powers Agreement and is a public entity separate from its constituent members. Project Participant shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Issuer shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Project Participant’s constituent members, or the employees, directors, officers, consultants or advisors or Project Participant or its constituent members, in connection with this Agreement.
Section 17.16 Waiver of Defenses. Each Party waives all rights to set-off, counterclaim, recoupment and any other defenses that might otherwise be available to it with regards to its obligations pursuant to the terms of this Agreement.
Section 17.17 Rate Changes.
(a) Standard of Review. Absent the agreement of the Parties to the proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement, whether proposed by a Party (to the extent that any waiver in paragraph (b) of this Section 17.17 is unenforceable or ineffective as to such Party), a non-party or FERC acting sua sponte, shall solely be the “public interest” application of the “just and reasonable” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group Inc. v. Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 (2008).
(b) Waiver. In addition, and notwithstanding the foregoing paragraph (a) of this Section 17.17, to the fullest extent permitted by applicable Law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under Section 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable Law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable Law or market conditions that may occur. In the event it were to be determined that applicable Law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this Section 17.17(b) shall not apply, provided that, consistent with paragraph (a) of this Section 17.17, neither Party shall seek any such changes except solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in such paragraph (a) of this Section 17.17.
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IN WITNESS WHEREOF, the Parties have caused this Clean Energy Purchase Contract to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.
[Separate Signature Page(s) Attached]
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Signature Page to the Clean Energy Supply Agreement
CALIFORNIA COMMUNITY CHOICE
FINANCING AUTHORITY
By: _________________________________
Name:______________________________
Title:_______________________________
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Signature Page to the Clean Energy Supply Agreement
CLEAN POWER ALLIANCE OF
SOUTHERN CALIFORNIA
By: _________________________________
Name:______________________________
Title:_______________________________
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Exhibit A-1 – Page 1
EXHIBIT A-1
HOURLY QUANTITIES OF BASE ENERGY
Energy MW Monthly MWh
Calc Period
Jan-26
Feb-26
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Exhibit A-2 – Page 1
EXHIBIT A-2
MONTHLY REFERENCE QUANTITIES OF ASSIGNED ENERGY
Energy MW Monthly MWh
Calc Period
Jan-26
Feb-26
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Exhibit A-3
EXHIBIT A-3
ANNUAL QUANTITIES
Calc Period Monthly MWh
Dec-26
Dec-26
Total
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B-1
EXHIBIT B
NOTICES
IF TO ISSUER: California Community Choice Financing Authority 1125 Tamalpais Avenue
San Rafael, CA 94901
Attention: Treasurer/Controller
Telephone: (415) 464-6037
Email: [email protected];
[email protected] and [email protected]
IF TO PROJECT
PARTICIPANT: CLEAN POWER ALLIANCE OF SOUTHERN
CALIFORNIA
801 South Grand Avenue, Suite 400
Los Angeles, CA 90017
Email: [email protected]
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C-1
EXHIBIT C
REMARKETING ELECTION NOTICE
California Community Choice Financing Authority
1125 Tamalpais Avenue
San Rafael, CA 94901
Email: Email: [email protected]; [email protected] and [email protected] RB EP 1 Inc.
c/o Royal Bank of Canada
200 Bay Street
5th Floor, North Tower
Royal Bank Plaza
Toronto, Ontario
Canada M5J 2W7
Email: [email protected]; [email protected]; [email protected]; [email protected]
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
2 Concourse Parkway, Suite 800
Atlanta, Georgia 30328
Attention: Mark Hallam
Telephone: (404) 898-2463
Facsimile: (404) 365-7946
Email: [email protected]
To the Addressees:
The undersigned, duly authorized representative of Clean Power Alliance of Southern California (the “Project Participant”), is providing this notice (the “Remarketing Election Notice”) pursuant to the Clean Energy Purchase Contract, dated [-----], 2025 (the “Clean Energy Purchase Contract”), between California Community Choice Financing Authority and Project Participant.
Capitalized terms used herein shall have the meanings set forth in the Clean Energy Purchase Contract.
Pursuant to Section 4.5(b) of the Clean Energy Purchase Contract, the Project Participant has elected to have its Contract Quantity, for each Hour of the remaining Delivery Period, remarketed beginning as of the last Hour of the Reset Period currently in effect.
Given this [___] day of [_________], 20[__].
CLEAN POWER ALLIANCE OF
SOUTHERN CALIFORNIA
Agenda Page 527
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By: _____________________
Printed Name:
Title:
Agenda Page 528
D-1
EXHIBIT D
FORM OF FEDERAL TAX CERTIFICATE
This Federal Tax Certificate is executed in connection with the Clean Energy Purchase Contract dated as of [_______], 20[__] (the “Clean Energy Purchase Contract”), by and between the California Community Choice Financing Authority (“Issuer”) and CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA, a California joint powers authority (“Project Participant”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Clean Energy Purchase Contract, in the Tax Certificate and Agreement, or in the Trust Indenture.
WHEREAS Project Participant acknowledges that Issuer is issuing the Bonds to fund the prepayment price under the Prepaid Agreement; and
WHEREAS the Bonds are intended to qualify for tax exemption under Section 103 of the Internal Revenue Code of 1986, as amended; and
WHEREAS Project Participant’s use of Energy acquired pursuant to the Clean Energy Purchase Contract and certain funds and accounts of Project Participant will affect the Bonds’ qualification for such tax exemption.
NOW, THEREFORE, PROJECT PARTICIPANT HEREBY CERTIFIES AS FOLLOWS:
Project Participant is a joint powers authority and a community choice aggregator created and existing pursuant to the provisions of California law, organized under the laws of the State of California. As a community choice aggregator, the Project Participant is a load-serving entity providing electricity to customers within the boundaries of cities and/or counties that have elected to participate in Project Participant’s community choice aggregation program. For purposes of this Certificate, the term “service area” of the Project Participant means the boundaries of the cities and/or counties that have elected to participate in the Project Participant’s community choice aggregation program, as well as any other area recognized as the service area of the Project Participant under state or federal law.
Project Participant will resell all of the Energy acquired pursuant to the Clean Energy Purchase Contract to its retail Energy customers within its service area, with retail sales in all cases being made pursuant to regularly established and generally applicable tariffs.
From [____, ] to [____, __], the annual average amount of Energy purchased (other than for resale) by customers of Project Participant who are located within the service area of Project Participant is [________] MWh. Over the term of the Clean Energy Purchase Contract, the Project Participant expects the annual average amount of Energy purchased (other than for resale) by customers of the Project Participant who are located within the service area of the Project Participant to be at least [_____] MWh. The maximum annual amount of Energy in any year being acquired pursuant to the Clean Energy Purchase Contract is [_______] MWh. The annual average
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D-2
amount of Energy which Project Participant otherwise has a right to acquire as of the Closing Date (including rights to capacity to generate electricity, whether owned, leased or otherwise contracted for) is [________] MWh. The sum of (a) the maximum amount of Energy in any year being acquired pursuant to the Clean Energy Purchase Contract, and (b) the amount of Energy that Project Participant otherwise has a right to acquire (including rights to capacity to generate electricity, whether owned, leased or otherwise contracted for) in the year described in the foregoing clause (a), is [________] MWh. Accordingly, the amount of Energy to be acquired under the Clean Energy Purchase Contract by Project Participant, supplemented by the amount of Energy otherwise available to Project Participant as of the Closing Date, during any year does not exceed the sum of [___]% of the expected annual average amount of Energy to be purchased (other than for resale) by customers of Project Participant who are located within the service area of Project Participant;
In the event of the expiration or termination of an EPS Energy Period, Project Participant agrees to comply with its obligations in the Clean Energy Purchase Contract, including but not limited to its obligations to (a) exercise Commercially Reasonable Efforts to assign a portion of Project Participant’s rights and obligations under a power purchase agreement under which Project Participant is purchasing EPS Compliant Energy to Royal Bank pursuant to an Assignment Agreement and (b) cooperate in good faith with Issuer and Royal Bank with respect to any proposed assignments.
Project Participant expects to pay for Energy acquired pursuant to the Clean Energy Purchase Contract solely from Revenues derived from sales of Energy and other Product from its Enterprise (as each such term is defined in the Clean Energy Purchase Contract). Project Participant expects to use current Revenues to pay for current Energy acquisitions. Neither the Project Participant nor any person who is a related party to the Project Participant will hold any funds or accounts in which monies are invested and which are reasonably expected to be used to pay for Energy acquired more than one year after such monies are set aside. No portion of the proceeds of the Bonds will be used directly or indirectly to replace funds of Project Participant or any persons who are related Persons to Project Participant that are or were intended to be used for the purpose for which the Bonds were issued.
GIVEN this [__] day of [_________], 20[__].
By: ________________________________
[Name]
[Title]
Agenda Page 530
Chapman and Cutler LLP
1270 Avenue of the
Americas
30th Floor
New York, NY 10020- EXHIBIT E
OPINIONS OF COUNSEL
[_______ __], 202[_]
To the Addressees on
Schedule I attached hereto
We have acted as counsel to Clean Power Alliance of Southern California (the “Project Participant”) in connection with the issuance by the California Community Choice Financing Authority (the “Issuer”) of its Clean Energy Project Revenue Bonds, Series 202[_][_] (Green Bonds) (the “Bonds”).
This opinion is rendered pursuant to Section [__] of the Bond Purchase Contract, dated [_______ __], 202[_] (the “Bond Purchase Contract”), by and between [__________], as underwriter (the “Underwriter”) and the Issuer.
In rendering this opinion, we have examined executed copies of the following documents or, with respect to the form of Limited Assignment Agreement referenced in paragraph (d) below, an unexecuted copy in the form approved by the Board of Directors of the Project Participant pursuant to the Project Participant Resolution (collectively, the “Project Participant Documents”):
(a) Resolution No. 2[_]-[___]-[___] adopted by the Board of Directors of the Project Participant on [_______ __], 202[_] (the “Project Participant Resolution”); (b) Clean Energy Purchase Contract between Project Participant and the Issuer (the “Clean Energy Purchase Contract”);
(c) PPA Custodial Agreement by and among Project Participant, Royal Bank of Canada, (“Royal Bank”), the Issuer and U.S. Bank Trust Company, National Association, as custodian; (d) Form of Limited Assignment Agreement, by and among Project Participant, the applicable seller under the power purchase agreement to which such assignment relates, and Royal Bank; and
(e) Clean Energy Project Operational Services Agreement relating to the Project, by and between Project Participant and the Issuer;
We have also reviewed copies of such records and other documents as we have deemed necessary and relevant for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity of all original documents submitted to us as copies.
As to factual matters, we have relied solely upon our review of the foregoing, the representations and warranties of the Project Participant contained in the Project Participant Documents, the Preliminary Official Statement, the Official Statement, the joint powers agreement of the Project Participant, and various certificates and other documents furnished to us by authorized officers of the Project Participant. In basing the opinions set forth in this letter on “our knowledge”, the words “our knowledge” signify that, in the course of our representation, no facts have come to our attention that would give us actual knowledge or actual notice that any such opinions or other matters are not accurate. Except as otherwise stated in this opinion, we have undertaken no investigation or verification of such matters.
Agenda Page 531
To the Addressees on
Schedule I attached hereto
[_______ __], 20[_]
D-4
We are of the opinion that:
1. The Project Participant is a joint powers authority created and existing under the laws of the State of California (the “State”), specifically the Joint Exercise of Powers Act, constituting Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the California Government Code, as amended and supplemented from time to time (the “Act”), and has full legal right, power and authority under the Act to (a) enter into, execute and deliver the Project Participant Documents, and (b) carry out and consummate the transactions contemplated by the Project Participant Documents.
2. By all necessary official action, the Project Participant has duly authorized all necessary action to be taken by it for (a) the adoption of the Project Participant Resolution, (b) the approval, execution and delivery of, and the performance by the Project Participant of the obligations on its part, contained in the Project Participant Documents, and (c) the consummation by it of all other transactions contemplated by the Preliminary Official Statement, the Official Statement and the Project Participant Documents.
3. The Project Participant Resolution was duly and validly adopted by the Project Participant in compliance with all applicable procedural requirements of the Project Participant and in compliance with the Act, and the Project Participant Resolution is in full force and effect and has not been amended.
4. The Project Participant Documents have been duly authorized, executed and delivered by the Project Participant, and constitute legal, valid and binding obligations of the Project Participant enforceable against the Project Participant in accordance with their respective terms, except to the extent limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws and equitable principles of general application relating to or affecting the enforcement of creditors’ rights.
5. All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Project Participant of its obligations under the Project Participant Documents have been obtained.
6. The execution and delivery of the Project Participant Documents and compliance by the Project Participant with the provisions thereof, under the circumstances contemplated therein, will not conflict with or constitute on the part of the Project Participant a material breach of or a default under any agreement or instrument to which the Project Participant is a party, or violate any existing law, administrative regulation, court order, or consent decree to which the Project Participant is subject.
7. To our knowledge, the statements contained in the Preliminary Official Statement as of its date and in the Official Statement under the captions “INTRODUCTION – CLEAN POWER ALLIANCE
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To the Addressees on
Schedule I attached hereto
[_______ __], 20[_]
D-5
OF SOUTHERN CALIFORNIA,” “COMMUNITY CHOICE AGGREGATORS,” in the second paragraph under the caption “LITIGATION,” and in Appendix A – “THE PROJECT PARTICIPANT” are true and correct in all material respects and the statements under the caption “THE CLEAN ENERGY PURCHASE CONTRACT” fairly summarize the matters described therein in all material respects.
Notwithstanding anything to the contrary contained above, the foregoing opinion is expressly made subject to the following exceptions, qualifications, and assumptions:
(i) We express no opinion with respect to the validity or enforceability of any provisions of the Project Participant Documents or any other documents that may be read to require the Project Participant to indemnify any party.
(ii) We express no opinion with respect to regulatory compliance by the Project Participant under any applicable law, including the California Public Utilities Code, as amended or supplemented from time to time, as determined by any governmental authority, including the California Public Utilities Commission, regarding the purchase of Energy (as defined in the Official Statement) by Project Participant under the Clean Energy Purchase Contract. (iii) We express no opinion as to the enforceability of provisions waiving, directly or indirectly, expressly or impliedly, defenses to obligations or rights granted by law, where such waivers are prohibited by law or are against public policy.
(iv) Our opinion as to enforceability is limited by standards of good faith, fair dealing, materiality, and reasonableness that may be applied by a court to the exercise of certain rights and remedies; limitations based on statutes or on public policy limiting a person’s right to waive the benefit of statutory provisions or of a common law right; and limitations releasing a party from or indemnifying a party against liability for its own wrongful or negligent act when such release or indemnification is contrary to public policy. (v) Our opinion is limited to the matters stated herein and no opinion may be inferred or implied beyond the matters expressly stated herein. The opinions expressed in this letter are given solely for your use and benefit in connection with the transactions referred to herein and no other person may use or rely on this opinion letter, nor may it be used or relied upon in any other transaction which is not related to transactions referred to herein, without our prior express written consent. This opinion is provided to you as a legal opinion only and not as a warranty or guarantee with respect to the matter described herein or in the documents referred to herein.
(vi) The scope of this opinion is limited to those issues and parties specifically considered herein and no further or more expansive opinion is implied or should be inferred from any opinion expressed herein. On such basis, any variation or difference in the facts upon
Agenda Page 533
To the Addressees on
Schedule I attached hereto
[_______ __], 20[_]
D-6
which this opinion is based might affect our conclusions in an adverse manner and make them inaccurate.
This opinion is rendered solely for the use and benefit of the parties listed on Schedule I hereto and may not be relied upon other than in connection with the transactions contemplated by the Project Participant Documents, or by any other person or entity for any purpose whatsoever, nor may this opinion be quoted in whole or in part or otherwise referred to in any document or delivered to any other person or entity, without the prior written consent of the undersigned.
Respectfully submitted,
CHAPMAN AND CUTLER LLP
DAB:JC
Agenda Page 534
E-7
SCHEDULE I
1. California Community Choice Financing Authority
San Rafael, California
2. Clean Power Alliance of Southern California
Los Angeles, California
3. [Underwriter]
[_________]
4. [Trustee]
[__________]
5. [Moody’s Investors Service]
New York, New York
Agenda Page 535
E-8
[_______ __], 2024
California Community Choice Financing Authority
San Rafael, California
[Underwriter(s)]
New York, NY
Re: California Community Choice Financing Authority Clean Energy Project Revenue Bonds, Series 2025[--] (Green Bonds)
Ladies and Gentlemen:
I am general counsel to Clean Power Alliance of Southern California (“CPA”). This opinion is being provided in connection with the issuance by the California Community Choice Financing Authority (the “Issuer”) of its Clean Energy Project Revenue Bonds, Series 2025[--] (Green Bonds). This opinion is rendered in connection with the Bond Purchase Contract, dated [_______ __], 2025 (the “Bond Purchase Contract”), by and between [underwriter(s)], as underwriter (the “Underwriter”) and the Issuer. Capitalized terms used herein shall have the meanings given to them in the Bond Purchase Contract.
In rendering this opinion, I have examined or reviewed copies of such records and other documents as I have deemed necessary and relevant for purposes of this opinion. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and the conformity of all original documents submitted to me as copies. In basing the opinion set forth in this letter on “my knowledge”, the words “my knowledge” signify that no facts have come to my attention that would give me actual knowledge or actual notice that such opinion is not accurate. Except as otherwise stated in this opinion, I have undertaken no investigation or verification of such matters.
The opinion or conclusions herein may be affected by actions taken or omitted or events occurring after the date hereof. I have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to my attention after the date hereof. Accordingly, this opinion is not intended to, and may not, be relied upon in connection with any such actions, events or matters. In reviewing the documents and matters referred to above, I have assumed the due and legal execution and delivery thereof by, and the validity against, any parties other than CPA. I have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in such documents. I have further assumed compliance with all covenants and agreements contained in such documents.
Based upon and subject to the foregoing and in reliance thereon, as of the date hereof, to my knowledge, after due inquiry, there is no litigation, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body,
Agenda Page 536
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pending or, to our knowledge, threatened against CPA, affecting the existence of CPA or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the execution and delivery of the Clean Energy Purchase Contract, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the powers of CPA or any authority for the execution and delivery of the Clean Energy Purchase Contract, nor, to my knowledge, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Clean Energy Purchase Contract.
I express no opinion as to any matter other than as expressly set forth above, and I express no opinion on the laws of any jurisdiction other than the State of California and the United States of America. I disclaim any obligation to update this letter.
Very truly yours,
_____________________
Nancy Whang
General Counsel
Agenda Page 537
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EXHIBIT F
ASSIGNMENT OF ASSIGNABLE PPAs
1. General Requirements. Assigned Rights and Obligations under an Assignable PPA may only be assigned under this Exhibit F if the following requirements are satisfied or waived by Royal Bank and Issuer:
1.1. Reserved.
1.2. The Assigned PPA Counterparty satisfies Royal Bank’s internal requirements as they relate to “know your customer” rules, policies and procedures, anti-money laundering rules and regulations, Dodd-Frank Act, Commodity Exchange Act, Patriot Act and similar rules, regulations, requirements and corresponding policies.
1.3. The Assigned PPA Counterparty is organized in the United States and in a jurisdiction that does not present adverse tax consequences to Royal Bank or Issuer in connection with such proposed assignment.
1.4. Royal Bank, Project Participant, and Issuer have agreed on and executed an Assignment Schedule for such assignment.
1.5. Royal Bank, Project Participant, and the applicable Assigned PPA Counterparty have agreed on and executed an Assignment Agreement for such assignment.
1.6. If the Assignable PPA is unit-contingent or for an as-generated Product, then:
1.6.1. Royal Bank has determined with a high degree of certainty that the Applicable Project will be able to generate the Monthly Reference Quantity in each Month during the proposed Assignment Period.
1.6.2. The Applicable Project (as defined below) has generated the Monthly Reference Quantity (as defined below) in each Month since commencing commercial operation.
2. Proposed Assignment. Project Participant may propose an assignment of Assigned Rights and Obligations under Article VI of the Clean Energy Purchase Contract by delivering the following items to Issuer and to Royal Bank:
2.1. A written notice of the proposed assignment signed by Project Participant.
2.2. A true and complete copy of the Assignable PPA under which such Assigned Rights and Obligations would arise.
2.3. Reserved.
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2.4. Such additional information as Issuer and Royal Bank may reasonably request regarding the Assignable PPA and the Assigned PPA Counterparty.
2.5. If the Assignable PPA is unit-contingent or for an as-generated Product, then:
2.5.1. A description and information of the applicable project to which the Assignable PPA applies (the “Applicable Project”), including but not limited to information on the location, interconnection(s), and operating and compliance history of Applicable Project.
2.5.2. Monthly historical generation and meteorological data of the Applicable Project dating back to the commercial operation date.
Following Issuer’s and Royal Bank’s receipt of such information, Project Participant and Issuer will and Royal Bank has agreed in the Prepaid Agreement to (i) negotiate in good faith with one another and exercise Commercially Reasonable Efforts to agree upon an Assignment Schedule, with the initial draft of such Assignment Schedule to be developed by Royal Bank, and (ii) negotiate in good faith with one another and the Assigned PPA Counterparty regarding an Assignment Agreement, in each case related to the proposed assignment. If such Assignment Schedule and Assignment Agreement are agreed to by the representative parties thereto, the applicable parties will execute such Assignment Agreement and Assignment Schedule to be effective upon the assignment of the Assigned Rights and Obligations from Project Participant to Royal Bank pursuant to the Assignment Agreement. Royal Bank will act in good faith in considering proposed assignments that meet the criteria set forth in this Exhibit F, in accordance with the provisions set forth in the Prepaid Agreement. For the avoidance of doubt, Project Participant acknowledges that Royal Bank will not be required to execute any Assignment Agreement or Assignment Schedule, or otherwise accept any Assigned Rights and Obligations unless the Assigned PPA Counterparty (i) satisfies Royal Bank’s internal requirements as they relate to “know your customer” rules, policies and procedures, anti-money laundering rules and regulations, Dodd-Frank Act, Commodity Exchange Act, Patriot Act and similar rules, regulations, requirements and corresponding policies, (ii) is organized in the United States, and (iii) satisfies all other requirements in Section 1 of this Exhibit F.
3. Assignment Schedule. In connection with each assignment, an “Assignment Schedule” will be prepared in the form attached hereto as Annex I (with such changes as agreed by the Parties in their sole discretion),-must be executed by Project Participant, Issuer and Royal Bank, and must include each of the following:
3.1. The term of such Assigned Rights and Obligations (an “Assignment Period”) shall have the meaning specified in each applicable Assignment Agreement and shall (i) end not later than (a) the end of the delivery period under the Assignable PPA and (b) the end of the Delivery Period under this Agreement, (ii) not commence any earlier than sixty (60) days after Project Participant’s original notice under Section 2.1 above, and (iii) have a primary term that is not less than 18 Months in duration (provided, for the avoidance of doubt, the primary term references the term of the applicable Assignment Period and not the term of the Assignable PPA).
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3.2. If the Assignable PPA is unit-contingent or for an as-generated product, then a description of the Applicable Project.
3.3. The Assigned Delivery Point for all Assigned Energy.
3.4. The Assigned Product included in the Assigned Rights and Obligations, which Assigned Product may not include any Product other than (a) Energy, (b) associated RECs, and (c) other product included within the sale of Energy and not separately delivered from Energy.
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F-4
ANNEX I TO EXHIBIT F
FORM OF ASSIGNMENT SCHEDULE
Assigned Product: [_____]
Assigned Delivery Point: [____]
Assignment Period: [____]
Other Provisions:
Attachment: Updated Exhibits A-1 and A-2 to Clean Energy Purchase Contract
Agenda Page 541
F-5
ANNEX II TO EXHIBIT F
FORM OF LIMITED ASSIGNMENT AGREEMENT
[TO BE ATTACHED – ONE OF THE INITIAL ASSIGNEMENT AGREEMENTS AS A FORM]
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G-1
EXHIBIT G
[Reserved]
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H-1
EXHIBIT H
PRICING AND OTHER TERMS
Delivery Period: The period beginning at the beginning of the Day on [----] and continuing until the end of the Day on [------]; provided that the Delivery Period shall end immediately upon termination of the Prepaid Agreement pursuant to Article XVII thereof or early termination of the Clean Energy Purchase Contract pursuant to Article XVI hereof.
Initial Reset Period: The period beginning at the beginning of the Day on [----] and continuing until the end of the Day on [----].
Minimum Discount:
As defined in the Re-Pricing Agreement.
Monthly Discount:
For the Initial Reset Period, $[----] per MWh, and for each Reset Period thereafter, the amount per MWh determined by the Calculation Agent as defined in and pursuant to the Re-Pricing Agreement, exclusive of any Annual Refund.
Agenda Page 544
1 CLEAN ENERGY PROJECT OPERATIONAL SERVICES AGREEMENT
This Clean Energy Project Operational Services Agreement (this “Agreement”) is made and entered into as of [________], 202[__]5, by and between California Community Choice Financing Authority (“CCCFA”) and Clean Power Alliance of Southern California (“CPA”) with respect to the Clean Energy Project (defined below). CCCFA and CPA may be referred to individually herein as a “Party” and collectively as the “Parties”.
W I T N E S S E T H:
WHEREAS, CPA is a “community choice aggregator” under the Public Utilities Code of the State of California, as amended; and
WHEREAS, CCCFA is a joint exercise of powers authority under and pursuant to the Joint Exercise of Powers Act, constituted as Chapter 5 of Division 7 of Title 1 of the California Government Code, being Section 6500 and following, as amended (the “Joint Powers Act”), and pursuant to the Joint Powers Act a Joint Powers Agreement by and among the Members of CCCFA named therein, including CPA (as the same may be amended or supplemented from time to time in accordance with its terms, the “Joint Powers Agreement”); and
WHEREAS, CCCFA’s purpose is to assist its Members, including CPA, by undertaking the financing or refinancing of energy prepayments that can be financed with tax advantaged bonds and other obligations on behalf of one or more of the Members by, among other things, issuing or incurring bonds and entering into related contracts with Members; and
WHEREAS, CCCFA and CPA are entering into a Clean Energy Purchase Contract, dated as of [________], 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Clean Energy Purchase Contract”), pursuant to which CCCFA has agreed to supply Energy to CPA under the terms set forth therein; and
WHEREAS, in order to provide such Energy to CPA under the Clean Energy Purchase Contract, CCCFA is entering into a Prepaid Energy Purchase and Sale Agreement, dated [_________], 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Prepaid Agreement”), between CCCFA, as buyer, RBC EP 1 Inc., an Ontario corporation, as seller (the “Prepaid Seller”), under which it will make a prepayment to the Prepaid Seller for the purchase and delivery of such Energy; and WHEREAS, the Issuer will finance the prepayment under the Prepaid Agreement and related costs by issuing its Clean Energy Project Revenue Bonds, Series 2025[__] (the “Bonds”) pursuant to a Trust Indenture, dated as of [_________] 1, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Trust Indenture”), between CCCFA and U.S. Bank Trust Company, National Association, as trustee (together with any successor or replacement trustee under the Trust Indenture, the “Trustee”); and
WHEREAS, the issuance of the Bonds by CCCFA and related undertakings of CCCFA under the Trust Indenture, the acquisition and sale of Energy and related undertakings of CCCFA under the Prepaid Agreement and the Clean Energy Purchase Contract, and the sale to CPA of such Energy and related undertakings of CPA under the Clean Energy Purchase Contract are referred to herein as the “Clean Energy Project”; and
Agenda Page 545
2 WHEREAS, the Parties are entering into this Agreement in order to provide for the administration of certain operational matters relating to the Clean Energy Project; NOW, THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section 1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Indenture, the Clean Energy Purchase Contract or the Prepaid Agreement, as applicable.
Section 2. Assignment Agreements. As contemplated by the Prepaid Agreement and the Clean Energy Purchase Contract, prior to the commencement of the Delivery Period, CPA will enter into the Initial Assignment Agreements for the initial Assignment Period and may from time to time enter into additional Assignment Agreements for future Assignment Periods to provide for the assignment of Assigned Product for delivery to CCCFA under the Prepaid Agreement and to CPA under the Clean Energy Purchase Contract. With respect to any Assignment Agreement, the Parties acknowledge and agree that CPA shall determine in its sole discretion when and if any Assignment Agreement is entered into (subject to the consent requirements of the Clean Energy Purchase Contract) or terminated (subject to the terms of the Clean Energy Purchase Contract) and the underlying power purchase agreement and portion of its Annual Quantities to which such Assignment Agreement relates.
Section 3. Scheduling and Delivery of Assigned Energy. Assigned Energy and any other Assigned Product delivered to CCCFA under the Prepaid Agreement shall be Scheduled by CPA for delivery to CCCFA under the Prepaid Agreement and for delivery to CPA under the Clean Energy Purchase Contract, and CCCFA shall have no responsibility for (a) any Scheduling or other operational requirements necessary for the delivery of Assigned Energy to CPA’s Assigned Delivery Point and the transfer of other Assigned Product to CPA, or (b) any accounting for under-deliveries or over-deliveries or other record-keeping requirements with respect to any Assigned Energy and other Assigned Product, all of which shall be the sole responsibility of CPA.
Section 4. Qualified Use; Remarketing of Base Energy. Any Base Energy required to be delivered by the Prepaid Seller are required to be remarketed by the Prepaid Seller pursuant to the Prepaid Agreement. CPA shall be responsible for any notices or other communications required from CCCFA in connection with such remarketing, as well communications required for the Scheduling and delivery of Base Energy under the communications protocol set forth in Exhibit F to the Prepaid Agreement and any other operational requirements related to the delivery and remarketing of Base Energy under the Prepaid Agreement. CPA will account for Base Energy subsequently remarketed, including accounting for any remediation of any such remarketing sales as may be required pursuant to the Qualifying Use Requirements and the terms of the Clean Energy Purchase Contract. CPA agrees to provide to CCCFA any information reasonably requested by it in order to comply with any reporting or record-keeping requirements related to such delivery and remarketing of Base Energy, including such information relating to compliance with the Qualifying Use Requirements, as may be required pursuant to the Prepaid Agreement or the Trust Indenture.
Section 5. Directions, Consents and Waivers. CCCFA may be requested or required from time to time to provide certain directions, consents, or waivers under the terms of the Prepaid Agreement, the Trust Indenture and the Re-pricing Agreement. Provided no event of default has occurred and is
Agenda Page 546
3 continuing with respect to CPA under the Clean Energy Purchase Contract, such direction, consent or waiver shall only be provided by CCCFA in accordance with written instructions provided by CPA.
Section 6. Re-pricing Information. CCCFA shall provide, or cause Prepaid Seller to provide, to CPA such information as is required to be provided by Prepaid Seller to CCCFA in accordance the Re-pricing Agreement at such times as are required under the Re-pricing Agreement. Provided no event of default has occurred and is continuing with respect to CPA under the Clean Energy Purchase Contract, any direction, consent or waiver requested or required to be provided by CCCFA under the Re-pricing Agreement shall only be provided by CCCFA in accordance with written instructions provided by CPA.
Section 7. Project Administration Fee; Reimbursement and Refund of Operating Expenses. (a) Under the Trust Indenture, Operating Expenses relating to the Clean Energy Project are to be paid from amounts deposited annually in the Administrative Fee Fund, which amount shall be equal to $[______] in the aggregate for each annual period ending on [________] 1 of each year (the “Administrative Fee”). If at any time the amount on deposit in the Administration Fee Fund is not sufficient to pay all such Operating Expenses as the same become due, CPA agrees to pay to the Trustee such amounts as are necessary to pay such Operating Expenses upon receipt of notice of the amount due from the Trustee or CCCFA.
(b) As soon as practicable following the end of each annual period referred to in paragraph (a), CCCFA agrees to reconcile the amounts received in respect of the Project Administration Fee for such annual period with the Operating Expenses paid or accrued for such period. In the event that, following each such reconciliation, it is determined that the amounts received in respect of the Project Administration Fee during the applicable annual period exceed Operating Expenses paid or accrued for such period, CCCFA will provide written notice thereof to CPA and include the amount of such excess in its Annual Refund to CPA under the Clean Energy Purchase Contract.
Section 8. Notices. Notices and other information to be provided by a Party to the other Party under this Agreement shall be provided in accordance with Article XVI of the Clean Energy Purchase Contract.
Section 9. Governing Law. This Agreement and the obligations of the Parties hereunder shall be governed by and determined in accordance with the laws of the State of California.
Section 10. Counterparts. This Agreement may be executed and acknowledged in multiple counterparts and by the Parties in separate counterparts, each of which shall be an original and all of which shall be and constitute one and the same instrument.
Agenda Page 547
4 IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.
CALIFORNIA COMMUNITY CHOICE FINANCING
AUTHORITY
By: ________________________________
Name: ______________________________
Title: _______________________________
CLEAN POWER ALLIANCE OF SOUTHERN
CALIFORNIA
By: ________________________________
Name: ______________________________
Title: _______________________________
Agenda Page 548
MEMORANDUM OF UNDERSTANDING (“MOU”)
Date: , 2025
To: Garth Salisbury
Treasurer/Controller
California Community Choice Financing Authority
[email protected]
From: Clean Power Alliance of Southern California (“CPA”) Re: California Community Choice Financing Authority Prepay Transaction on behalf of CPA
Overview
The California Community Choice Financing Agency (“CCCFA” or the “Issuer”) seeks to procure a 30-year supply of energy from RBC EP 1 Inc., an Ontario corporation, through the issuance of Clean Energy Project Revenue Bonds (the "Bonds") issued by CCCFA. CCCFA will sell all the Prepaid Energy acquired from this transaction to Clean Power Alliance of Southern California (the “Project Participant”).
Rating Agency Fees and Green Bond Opinion Fee
Rating Agency Fees and expenses (“Rating Agency Fees”) are paid from the proceeds of the Bonds. However, unlike most of the other fees associated with the issuance of the Bonds, payment of the Rating Agency Fees is not contingent upon the issuance of the Bonds.
In the event the Bonds are not issued, and there remains a Rating Agency Fee payable to Moody’s Investors Service (the “Rating Agency” or “Moody’s”), the Project Participant agrees that it will be liable for the costs and make direct payment to Moody’s for such fees.
In the event a Green Bond Second Opinion is obtained, and the Bonds are not issued, the fee payable to the Green Bond Second Opinion provider (the “Green Bond Fees”) shall be incurred by the Project Participant and in such event, to the extent the Green Bond Fees were already paid by CCCFA, the Project Participant agrees to reimburse CCCFA.
Agenda Page 549
Sincerely,
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
By:
David McNeil
Chief Financial Officer
ACCEPTED AND AGREED
CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY
By:
Garth Salisbury
Treasurer/Controller
Date: , 2025
Agenda Page 550
[FORM OF ASSIGNMENT SCHEDULE]
[SELLER ENTITY]
[Assigned Product: Energy and Green Attributes (PCC1)
Assigned Delivery Point: [__]
Assigned Prepay Quantity: As set forth in Appendix 2; provided that (i) all Assigned Products shall be delivered pursuant to the Limited Assignment Agreement during the Assignment Period as provided in Appendix 1 and (ii) the Assigned Prepay Quantity is defined for the convenience of PPA Buyer and Financing Party and shall have no impact on the obligations of the Parties under the Limited Assignment Agreement.
Assignment Period: [__]]
Agenda Page 551
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ANNEX I – FORM OF LIMITED ASSIGNMENT AGREEMENT
This Limited Assignment Agreement (this “Assignment Agreement” or “Agreement”) is entered into as of [______________] by and among [PPA Seller], a [______________] (“PPA Seller”), Clean Power Alliance of Southern California, a California joint powers authority (“PPA Buyer”), and Royal Bank of Canada (“Financing Party”), and relates to that certain power purchase agreement (as amended from time to time, the “PPA”) between PPA Buyer and PPA Seller as defined in Appendix 1 hereto. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Agreement have the meanings set forth in the PPA.
In consideration of the premises above and the mutual covenants and agreements herein set forth, PPA Seller, PPA Buyer and Financing Party (the “Parties” hereto; each is a “Party”) agree as follows:
1. Limited Assignment and Delegation.
(a) PPA Buyer hereby assigns, transfers, and conveys to Financing Party all right, title and interest in and to the rights of PPA Buyer under the PPA to receive delivery of[, or have made available to it,] the Assigned Products (as defined in Appendix 1) during the Assignment Period (as defined in Appendix 1), as such rights may be limited or further described in the “Further Information” section on Appendix 1 (the “Assigned Products Rights”). All Assigned Products shall be delivered pursuant to the terms and conditions of this Agreement during the Assignment Period as provided in Appendix 1. All other rights of PPA Buyer under the PPA are expressly reserved for PPA Buyer. (b) PPA Buyer hereby delegates to Financing Party the obligation to pay for all Assigned Products that are actually delivered to Financing Party pursuant to the Assigned Products Rights during the Assignment Period (the “Delivered Product Payment Obligation” 1 and together with the Assigned Products Rights, collectively the “Assigned Rights and Obligations”); provided that (i) all other obligations of PPA Buyer under the PPA are expressly retained by PPA Buyer and PPA Buyer shall be solely responsible for any amounts due to PPA Seller that are not directly related to Assigned Products; and (ii) the Parties acknowledge and agree that PPA Seller will only be obligated to deliver a single consolidated invoice during the Assignment Period (with a copy to Financing Party consistent with Section 1(d) hereof). To the extent Financing Party fails to pay the Delivered Product Payment Obligation by the due date for payment set forth in the PPA, notwithstanding anything in this Agreement to the contrary, PPA Buyer agrees that it shall [have the option to] make such payment and that it will be an Event of Default pursuant to Section [11.1] of the PPA if PPA Buyer does not make such payment within five (5) Business Days of receiving notice of such non-payment from PPA Seller.
(c) Financing Party hereby accepts and PPA Seller hereby consents and agrees to the assignment, transfer, conveyance, and delegation described in clauses (a) and (b) above. (d) All scheduling of Assigned Products and other communications related to the PPA shall take place between PPA Buyer and PPA Seller pursuant to the terms of the PPA; provided that during the Assignment Period (i) title to Assigned Products will pass from PPA Seller to Financing Party upon delivery [or making available] by PPA Seller at the 1 Delivered Product Payment Obligation of Financing Party to be a floating price (index) payment obligation.
Those payments will be made into the custodial agreement, and full PPA payments (at the PPA fixed price) will be made by the custodian to the PPA Seller. RBC can provide text to work this mechanic into this document.
Agenda Page 552
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Delivery Point of Assigned Products in accordance with the PPA; (ii) PPA Buyer is hereby authorized by Financing Party and shall act as Financing Party’s agent with respect to scheduling Assigned Products; (iii) PPA Buyer will provide copies to Financing Party of any notice of a Force Majeure Event or Event of Default or default, breach or other occurrence that, if not cured within the applicable grace period, could result in an Event of Default contemporaneously upon delivery thereof to PPA Seller and promptly after receipt thereof from PPA Seller; (iv) PPA Seller will provide copies to Financing Party of annual forecasts of Energy and monthly forecasts of available capacity and Energy provided pursuant to Section [4.3] of the PPA; (v) PPA Seller will provide copies to Financing Party of all invoices and supporting data provided to PPA Buyer pursuant to Section [8.1] of the PPA, provided that any payment adjustments or subsequent reconciliations occurring after the date that is 10 days prior to the payment due date for a monthly invoice, including pursuant to Section [8.4] of the PPA, will be resolved solely between PPA Buyer and PPA Seller and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to Financing Party; and (v) PPA Buyer and PPA Seller, as applicable, will provide copies to Financing Party of any other information reasonably requested by Financing Party relating to Assigned Product.
(e) PPA Seller acknowledges that (i) Financing Party intends to immediately transfer title to any Assigned Products received from PPA Seller through one or more intermediaries such that all Assigned Products will be ultimately delivered to PPA Buyer; and (ii) in the event that PPA Buyer fails to pay the relevant intermediary entity for any such Assigned Products, the receivables owed by PPA Buyer for such Assigned Products (“PPA Buyer Receivables”) may be purchased by Financing Party. To the extent any such PPA Buyer Receivables are purchased by Financing Party, Financing Party may transfer such PPA Buyer Receivables to PPA Seller and apply the face amount thereof as a reduction to any Delivered Product Payment Obligation. Thereafter, PPA Seller shall be entitled to pursue collection on such PPA Buyer Receivables directly against PPA Buyer.
(f) [intentionally omitted]
(g) All payments due to PPA Seller in respect of the Delivered Product Payment Obligation will be paid (subject to Section 1(e) above) by Financing Party into the custodial account listed in Appendix 1, [and all payments due to PPA Buyer in respect of Section [3.3] of the PPA will be paid by PPA Seller into the custodial account listed in Appendix 1,]2 which custodial account is established under that certain Custodial Agreement of even date herewith that Financing Party, PPA Buyer and [Custodian] have entered into for the administration of payments due hereunder.
(h) [The Assigned Prepay Quantity set forth in Appendix 2 relates to obligations by and between Financing Party and PPA Buyer and has no impact on PPA Seller’s rights and obligations under the PPA.]3
(i) Except as expressly set forth in Section 1(a) of this Assignment Agreement with respect to the product delivery obligations, nothing in this Agreement modifies or amends any rights or obligations of PPA Buyer and PPA Seller under the PPA. 2 TBD based on review of PPA provisions.
3 Discuss mechanics as this form assigns all power delivered under the PPA to the Financing Party. If less than all power delivered under the PPA is to be assigned (and correspondingly if the Delivered Product Payment Obligation is to be for less than all power delivered under the PPA), additional text is necessary to achieve this.
RBC can provide such text as necessary.
Agenda Page 553
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2. Assignment Early Termination.
(a) The Assignment Period may be terminated early upon the occurrence of any of the following:
(1) delivery of a written notice of termination specifying a termination date by either Financing Party or PPA Buyer to each of the other Parties; (2) delivery of a written notice of termination specifying a termination date by PPA Seller to each of Financing Party and PPA Buyer following Financing Party’s failure to pay when due any amounts owed to PPA Seller in respect of any Delivered Product Payment Obligation and such payment is not made by Financing Party or PPA Buyer within five (5) business days following receipt by Financing Party and PPA Buyer of written notice;
(3) delivery of a written notice by PPA Seller if any of the events described in the definition of Bankrupt in the PPA occurs with respect to Financing Party; or (4) delivery of a written notice by Financing Party if any of the events described in the definition of Bankrupt in the PPA occurs with respect to PPA Seller. (b) The Assignment Period will end at the end of last delivery hour on the date specified in the termination notice provided pursuant to Section 2(a)[, which date shall not be earlier than the end of the last day of the calendar month in which such notice is delivered if termination is pursuant to clause (a)(1) or (a)(2) above]4. All Assigned Rights and Obligations shall revert from Financing Party to PPA Buyer upon the expiration or early termination of the Assignment Period, provided that (i) Financing Party shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered [or made available] to Financing Party prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
(c) The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from Financing Party to PPA Buyer upon the expiration of or early termination of the PPA, provided that (i) Financing Party shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to Financing Party prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
3. Representations and Warranties.
(a) Copy of PPA. PPA Seller and PPA Buyer represent and warrant to Financing Party that a true, complete, and correct copy of the PPA is attached hereto as Appendix [4]. (b) No Default. The PPA Seller and the PPA Buyer represent and warrant to Financing Party that (i) the PPA is in full force and effect; (ii) no event or circumstance exists (or would exist with the passage of time or the giving of notice) that would give either of them 4 To be revised as necessary to line up timing with the prepaid documents.
Agenda Page 554
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the right to terminate the PPA or suspend performance thereunder, and (iii) all of its obligations under the PPA required to be performed on or before the date hereof have been fulfilled. (c) Other. Each of PPA Buyer and PPA Seller represents and warrants to each other and to Financing Party that it has made no prior transfer (whether by way of security or otherwise) of any interest in the Assigned Rights and Obligations. (d) [Additional Representations5. Each Party represents to each of the other Parties:
i. Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing.
ii. Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance. iii. No Violation or Conflict. Such execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the incurrence by such Party of its obligations under this Agreement, will not result in any violation of, or conflict with: (i) any term of any material contract or agreement applicable to it; (ii) any of its charter, bylaws, or other constitutional documents; (iii) any determination or award of any arbitrator applicable to it; or (iv) any license, permit, franchise, judgment, writ, injunction or regulation, decree, order, charter, law, ordinance, rule or regulation of any Government Agency, applicable to it or any of its assets or properties or to any obligations incurred by it or by which it or any of its assets or properties or obligations are bound or affected, and shall not cause a breach of, or default under, any such term or result in the creation of any lien upon any of its properties or assets.
iv. Consents. All consents, approvals, orders or authorizations of, registrations, declarations, filings or giving of notice to, obtaining of any licenses or permits from, or taking of any other action with respect to, any Person or Government Agency that are required to have been obtained by such Party with respect to this Agreement and the transactions contemplated hereby, including the due authorization of such Party and its governing body and any approval or consent of any security holder of such Party or any holder (or any trustee for any holder) of any indebtedness or other obligation of such Party, have been obtained and are in full force and effect and all conditions of any such consents have been complied with. v. Obligations Binding. Its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
vi. Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Agreement and as to whether this Agreement is 5 Note: These representations subject to review following discussions with PPA Sellers.
Agenda Page 555
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appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other Parties as investment advice or as a recommendation to enter into this Agreement; it being understood that information and explanations related to the terms and conditions of this Agreement shall not be considered investment advice or a recommendation to enter into this Agreement. It is entering into this Agreement as a bona-fide, arm’s-length transaction involving the mutual exchange of consideration and, once executed by all Parties, considers this Agreement a legally enforceable contract. No communication (written or oral) received from any of the other Parties shall be deemed to be an assurance or guarantee as to the expected results of this Agreement.
vii. Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Agreement. It is also capable of assuming, and assumes, the risks of this Agreement. viii. Status of Parties. None of the other Parties is acting as a fiduciary for or an adviser to it in respect of this Agreement.]
4. Notices. Any notice, demand, statement, invoice or request required or authorized by this Assignment Agreement to be given by one Party to another Party shall be delivered in accordance with Article 9 [and the cover sheet] of the PPA and to the addresses of each of PPA Seller and PPA Buyer specified in the PPA. PPA Buyer agrees to notify Financing Party of any updates to such notice information, including any updates provided by PPA Seller to PPA Buyer. Notices to Financing Party shall be provided to the following address, as such address may be updated by Financing Party from time to time by notice to the other Parties:
Financing Party
_____________
_____________
Email: _____________
5. Miscellaneous. [Section 13.2 (Buyer’s Representations and Warranties), Article 18 (Confidential Information), Sections 19.5 (Severability), 19.7 (Counterparts), 19.2 (Amendments), 19.4 (No Agency, Partnership, Joint Venture or Lease), 19.6 (Mobile-Sierra),
19.8 (Electronic Delivery), 19.9 (Binding Effect) and 19.10 (No Recourse to Members of Buyer) of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein.]
6 6. U.S. Resolution Stay Provisions. The Parties hereby confirm that they are adherents to the ISDA 2018 U.S. Resolution Stay Protocol (“ISDA U.S. Stay Protocol”), the terms of the ISDA U.S. Stay Protocol are incorporated into and form a part of this Agreement, and for the purposes of such incorporation, (i) Financing Party shall be deemed to be a Regulated Entity, (ii) each of PPA Buyer and PPA Seller shall be deemed to be an Adhering Party, and (iii) this Agreement shall be deemed a Protocol Covered Agreement. In the event of any inconsistencies between this Agreement and the ISDA U.S. Stay Protocol, the ISDA U.S. Stay Protocol will prevail.
7. Forward Contract. The Parties acknowledge and agree that this Agreement constitutes a “forward contract” and that the Parties shall constitute “forward contract merchants” within the meaning of the United States Bankruptcy Code. 6 Subject to review of those provisions of the PPA.
Agenda Page 556
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8. Costs and Expenses. The Parties will each pay their own costs and expenses (including legal fees) incurred in connection with this Agreement and as a result of the negotiation, preparation, and execution of this Agreement.
9. Governing Law, Jurisdiction, Waiver of Jury Trial.
(a) Governing Law. This Assignment Agreement and the rights and duties of the parties under this Assignment Agreement will be governed by and construed, enforced and performed in accordance with the laws of the State of California, without reference to any conflicts of law provisions that would direct the application of another jurisdiction’s laws.
(b) Jurisdiction. Each party submits to the exclusive jurisdiction of the federal courts of the United States of America for the Southern District of California sitting in the city and county of Los Angeles.
(c) Waiver of Right to Trial by Jury. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this assignment agreement.
[Remainder of Page Intentionally Blank]
Agenda Page 557
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IN WITNESS WHEREOF, the Parties have executed this Assignment Agreement effective as of the date first set forth above.
[PPA SELLER]
By:
Name:
Title:
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
By:
Name:
Title:
ROYAL BANK OF CANADA
By:
Name:
Title:
Execution and delivery of the foregoing Assignment Agreement is hereby approved.
CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY
By:
Name:
Title:
Agenda Page 558
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Appendix 1
Certain Information and Definitions
PPA: “PPA” means that certain Power Purchase and Sale Agreement dated [____], by and between Clean Power Alliance and [____], a [____] limited liability company, as amended from time to time.
“Assignment Period” means the period beginning on [___________] and extending until [___________][the last hour of the last day of the Delivery Term (as defined in the PPA)], provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 hereof and (ii) the end of the Delivery Term under the PPA; provided that applicable provisions of this Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obligations or responsibilities of the Parties arising prior to the termination.
Assigned Products: “Assigned Products” includes (i) [Energy] and (ii) [Green Attributes] (including PCC1 RECs); [and (iii) all rights and products and attributes associated with the maximum dependable operating capability of the Storage Facility to be charged with, store and discharge electric energy; provided, however, that the following are expressly excluded from the Assigned Products and any and all rights and obligations with respect to the following shall remain with PPA Buyer: Ancillary Services; Capacity Attributes; Resource Adequacy Benefits; Discharging Energy; the right to provide Charging Notices and Discharging Notices or otherwise to charge, discharge or schedule the Storage Facility or the Storage Product; and obligations to supply Charging Energy in accordance with the PPA.]7
Further Information: PPA Seller shall continue to transfer the WREGIS Certificates associated with all Renewable Energy Credits corresponding to all Metered Energy under the PPA pursuant to Section [4.7] of the PPA, provided that the transferee of such WREGIS Certificates may be changed from time to time in accordance with the written instructions of both Financing Party and PPA Buyer upon twenty (20) Business Days’ notice, which change shall be effective as of the first day of the next calendar month, unless otherwise agreed. All Assigned Products delivered by PPA Seller to Financing Party shall be a sale made at wholesale, with Financing Party reselling all such Assigned Product.
Custodial Account: [include details on the custodian and the custodial account] 7 Include clause (iii) if PPA includes storage.
Agenda Page 559
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Appendix 2
Assigned Prepay Quantity
[NOTE: To be set forth in a monthly volume schedule.]
[See note above regarding mechanics of specifying volumes if less than 100% of power to be delivered under the PPA]
Agenda Page 560
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[Appendix 3
Form of Financing Party Parent Guaranty]
Agenda Page 561
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Appendix 4
Copy of PPA
Agenda Page 562
PPA CUSTODIAL AGREEMENT
This PPA CUSTODIAL AGREEMENT (the “PPA Custodial Agreement”) is entered into this [●] day of [●], 2025 by and among Clean Power Alliance of Southern California, a California joint powers authority (“Project Participant”), Royal Bank of Canada, a chartered bank under the laws of Canada (“Royal Bank”), California Community Choice Financing Authority, a California joint powers authority (the “Issuer”), and U..S. Bank Trust Company, National Association, a national banking association (the “Custodian” and together with Project Participant, Royal Bank and Issuer, the “Parties”).
RECITALS:
WHEREAS, RBC EP 1 Inc., an Ontario corporation (“RBEP”) and Issuer are entering into that certain Prepaid Energy Purchase and Sale Agreement, dated [●], 2025 (the “Prepaid Agreement”), and in connection therewith, RBEP and Royal Bank are entering into that Energy Purchase, Sale and Services Agreement dated [●], 2025 (the “Energy Sale and Service Agreement”), pursuant to Royal Bank has agreed to sell and delivery to RBEP Energy and Assigned Product in amount of the Contract Quantity (as each such term is defined in the Prepaid Agreement); and
WHEREAS, in order to finance the prepayment amount under the Prepaid Agreement and certain other costs, the Issuer is issuing the Series 2025[●] Bonds (as defined in the Prepaid Agreement) pursuant to the Trust Indenture, dated as of [●], 2025 (the “Trust Indenture”) between Issuer and U.S. Bank Trust Company, National Association, a national banking association, in its capacity as trustee under the Trust Indenture (the “Trustee”); and WHEREAS, in connection with the execution of the Prepaid Agreement, Issuer and Project Participant are entering into a Clean Energy Purchase Contract, dated [●], 2025 (the “Clean Energy Purchase Contract” and together with the Prepaid Agreement and the Energy Sale and Service Agreement, the “Clean Energy Prepay Agreements”); and
WHEREAS, prior to the commencement of deliveries under the Clean Energy Prepay Agreements, Royal Bank, Issuer and Project Participant will enter into Assignment Agreements (the “Assignment Agreements”, which definition shall include any new Assignment Agreement identified by Royal Bank’s delivery of an updated Exhibit A consistent with Section 3(c)) with the sellers under certain power purchase agreements (each, individually, an “Assigned PPA Counterparty” and collectively the “Assigned PPA Counterparties”, and which definitions shall include any new Assigned PPA Counterparty identified by Royal Bank’s delivery of an updated Exhibit A consistent with Section 3(c)), pursuant to which Project Participant will partially assign its rights and obligations under the Assigned PPAs (as defined in the Clean Energy Purchase Contract) to Royal Bank; and
WHEREAS, the Parties propose to enter into this PPA Custodial Agreement in order to administer payments to be received by the Assigned PPA Counterparties under the Assigned PPAs.
Agenda Page 563
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NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
Section 1. Defined Terms.
(a) Any capitalized term used herein and not otherwise defined herein (including in the recitals) shall have the meaning assigned to such term in the Clean Energy Purchase Contract. The following additional terms, when used in this Agreement (including the preamble or recitals to this Agreement) and identified by the capitalization of the first letter thereof, have the respective meanings set forth below, unless the context otherwise requires:
“Assignment Period” has the meaning specified in Exhibit A, as may be updated from time to time consistent with the terms hereof.
“Assigned Product Price” has the meaning specified on Exhibit A, as may be updated from time to time consistent with the terms hereof. “CEPC Billing Statement” means the “Billing Statement” as defined in Section
14.1(b) of the Clean Energy Purchase Contract.
“Day-Ahead Average Price” means (a) the sum of the Day-Ahead Market Prices for each Pricing Interval in a Month divided by (b) the number of Pricing Intervals in such Month, where “Pricing Interval” means the unit of time for which CAISO establishes a separate price. “Delivered Product Quantity” means, in respect of each PPA Monthly Statement, an amount equal to the lesser of (a) the Monthly Reference Quantity under the relevant Assigned PPA for such Month, and (b) the actual Assigned Delivered Quantity reflected in such Monthly PPA Invoice.
“Delivered Product Payment Amount” means the Delivered Product Quantity multiplied by the Assigned Product Price, minus the face amount of any Receivable (as defined in the Prepaid Agreement) as to which Royal Bank has notified the Custodian that it intends to transfer such Receivable to the PPA Seller in accordance with Section 4(e); provided that, notwithstanding the foregoing or anything to the contrary herein, there shall be no Delivered Product Payment Amount with respect to any Assigned PAYGO Quantities or Monthly Excess Quantities.
“Issuer Negative Pricing Payment Amount” means the positive difference, if any, for any Month of an Assignment Period between (a) amounts due from Issuer to Project Participant under Section 4.2(a) of the Clean Energy Purchase Contract with respect to negatively priced Energy and (b) amounts due from Project Participant to Issuer under Section 4.2(a) of the Clean Energy Purchase Contract with respect to positively priced Energy. For the avoidance of doubt, if (a) less (b) is zero or less than zero, the Issuer Negative Pricing Payment Amount is zero. “Monthly Gross Amount” means, in respect of each PPA Monthly Statement, an amount equal to the total net amount due to the applicable PPA Seller in respect of such PPA Monthly Statement.
Agenda Page 564
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“PPA Custodial Agreement Payment Date” means the last Business Day preceding the PPA Monthly Statement Payment Date.
“PPA Monthly Statement” means the monthly consolidated invoice prepared and sent by the PPA Seller and delivered to Royal Bank and Project Participant consistent with the terms of the applicable Assignment Agreement.
“PPA Monthly Statement Payment Date” means the last Business Day on which payment with respect to a PPA Monthly Statement may be made before any incremental interest arises thereon or any default or breach arises under the Assigned PPA. “Prepaid Agreement Billing Statement” means each Billing Statement required to be delivered by RBEP under Section 14.01(b) of the Prepaid Agreement to each of the parties hereunder.
“Prepaid Agreement Payment Date” means the payment due date for amounts due from RBEP to Issuer under the Prepaid Agreement as set forth in Section 14.02(a) thereof. “Provisional Payment” has the meaning specified in the Prepaid Agreement. “Retained Payment Amount” means, in respect of each PPA Monthly Statement, an amount equal to (a) the Monthly Gross Amount less (b) the sum of the Delivered Product Payment Amount and the Royal Bank Settlement Amount, if any; provided that: [(I) in the event the Monthly Gross Amount is negative in any Month and the absolute value thereof is paid by the PPA Seller to the Project Participant, then the Monthly Gross Amount for purposes of clause (a) shall be deemed to be zero for such Month, (II)]1 to the extent that the Retained Payment Amount is negative in any Month, then the absolute value of such amount shall represent an amount to be paid by the Custodian to Project Participant pursuant to Section 4(c)(ii) hereof; provided furthermore that all amounts due with respect to Assigned PAYGO Quantities for any Contract Year and any Monthly Excess Quantities shall be Project Participant’s sole responsibility as a portion of the Retained Payment Amount.
“Royal Bank” means Royal Bank of Canada, a chartered bank under the laws of Canada, in its capacity as the limited assignee under the applicable Assignment Agreement. “Royal Bank Settlement Amount” means, in respect of any PPA Monthly Statement that (a) is delivered after the delivery of a CEPC Billing Statement for such Month and such CEPC Billing Statement has been prepared pursuant to the assumptions described in Section 14.1(b)(ii) thereof and (b) reflects that the Assigned Delivered Quantity was less than the Monthly Reference Quantity delivered in such Month under the relevant Assigned PPA, an amount equal to the product of (x) the Monthly Reference Quantity for such Month minus the Assigned Delivered Quantity under the Assigned PPA in such Month, multiplied by the Day-Ahead Average Price; provided 1 To the extent a payment could be owing by the PPA Seller to the PPA Buyer under the PPA (e.g., if PPA buyer pays index direct to CAISO, CAISO pays PPA Seller index, yet PPA is fixed, and index exceeds fixed). Delete if no possibility of payment by PPA Seller to PPA Buyer.
Agenda Page 565
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that, notwithstanding the foregoing or anything to the contrary herein, there shall be no Royal Bank Settlement Amount with respect to any Assigned PAYGO Quantities. (b) Except where expressly provided otherwise, any reference herein to any agreement or document includes all amendments, supplements or restatements to and of such agreement or document as may occur from time to time in accordance with its terms and the terms hereof, and any reference to a party to any such agreement includes all successors and assigns of such party thereunder permitted by the terms hereof and thereof.
Section 2. Appointment of Custodian. Project Participant and Royal Bank hereby appoint U.S. Bank Trust Company, National Association, as Custodian under this Agreement, with such rights and obligations as are specifically set forth herein. The Custodian hereby accepts such appointment under the terms and conditions set forth herein.
Section 3. Payment Instructions to Custodian; Assigned PPA Exhibits. (a) No later than five Business Days following its receipt of a PPA Monthly Statement from a PPA Seller with respect to a Month, Project Participant shall deliver to the other Parties hereto a statement (the “Project Participant Monthly Statement”), determined based on the relevant PPA Monthly Statement for such Month, listing the following for such Month :
• the Monthly Gross Amount
• the Delivered Product Payment Amount
• the Retained Payment Amount
• the Royal Bank Settlement Amount, if any,
• Issuer Negative Pricing Payment Amount, if any,
• the Monthly Excess Quantities, if any,
• the Assigned PAYGO Quantities, if any,
• the PPA Monthly Statement Payment Date, and
• the PPA Custodial Agreement Payment Date
(b) Royal Bank shall notify Project Participant and each other Party promptly following Project Participant’s delivery of a Project Participant Monthly Statement if Royal Bank believes any information included on such Project Participant Monthly Statement is incorrect. Following receipt and verification of the information included in any such notice from Royal Bank, Project Participant shall, to the extent appropriate and in consultation with Royal Bank, issue a corrected Project Participant Monthly Statement to all Parties.
(c) Exhibit A to this Agreement sets forth certain information regarding the Assigned PPAs as of the date hereof, including the Assignment Periods and Assigned Product Prices for
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each Assigned PPA, the PPA Sellers thereunder and the notice and payment instructions for payments to the PPA Sellers. Royal Bank shall deliver an updated Exhibit A to each of the other Parties hereto to reflect any changes to the information set forth therein, including due to the expiration, extension or termination of an Assignment Period or the commencement of a new Assignment Period.
Section 4. Assigned PPA Payments Account.
(a) Custodial Account. With respect to payments required to be made by Royal Bank and Project Participant to the PPA Sellers under the Assigned PPAs, there is hereby established with the Custodian at its office located at [2 Concourse Parkway, Suite 800, Atlanta, Georgia 30328] at the following custodial account: a payments account designated as the “CCCFA (CPA Proj) 2025[●] (RBC) PPA Cust”, bearing Custodian’s Account No. [●] (the “Assigned PPA Payments Account”) and all payments made by Royal Bank and Project Participant hereunder (other than any Provisional Payment) shall be wired to such Assigned PPA Payments Account:
U.S. Bank, NA
ABA: 091000022
FBO: U.S. Bank Trust NA
Acct: [●]
FFC: [●] – CCCFA (CPA) 2025[●] (RBC) PPA Cust
(b) Royal Bank and Project Participant Monthly Payments. (i) Royal Bank shall make payment of the Delivered Product Payment Amount and any Royal Bank Settlement Amount into the Assigned PPA Payments Account on the PPA Custodial Agreement Payment Date for each Month of any Assignment Period; provided that, to the extent that (i) the Delivered Product Payment Amount and any Royal Bank Settlement Amount are due and (ii) Royal Bank pays some portion of such amounts but less than the total amount due, Royal Bank’s partial payment shall be applied first to the Delivered Product Payment Obligation.
(ii) For each Month of any Assignment Period for which the Retained Payment Amount is a positive number, Project Participant shall make payment of such amount into the Assigned PPA Payments Account on the PPA Custodial Agreement Payment Date. For each Month of any Assignment Period for which the Retained Payment Amount is a negative number, Project Participant shall have no payment obligation for such Month with respect to the Retained Payment Amount and the Custodian will pay the absolute value of such amount to Project Participant consistent with Section 4(c)(ii). (iii) For each Month, if any, of an Assignment Period for which there is an Issuer Negative Pricing Payment Amount, Project Participant shall make payment of such amount into the Assigned PPA Payments Account on the PPA Custodial Agreement Payment Date; provided that, notwithstanding the foregoing, Project Participant shall have no payment obligation hereunder with respect to an Issuer Negative Pricing Payment Amount to the extent that Royal Bank receives such amount from the PPA Seller pursuant to the terms of the applicable Assignment Agreement.
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(c) Transfers by Custodian.
(i) For any Month in an Assignment Period for which the Retained Payment Amount is a positive number, the Custodian shall withdraw the amounts on deposit in the Assigned PPA Payments Account to make payment of the Monthly Gross Amount on the PPA Monthly Statement Payment Date by a single wire transfer to the applicable PPA Seller of the amounts received from each of Royal Bank and Project Participant. (ii) For any Month in an Assignment Period for which the Retained Payment Amount is a negative number, the Custodian shall withdraw amounts on deposit in the Assigned PPA Payments Account (A) first to make payment of the Monthly Gross Amount to the applicable PPA Seller in respect of each PPA Monthly Statement on the relevant PPA Monthly Statement Payment Date pursuant to the payment instructions set forth on Exhibit A; and (B) immediately thereafter to make payment of the absolute value of such Retained Payment Amount to Project Participant pursuant to the payment instructions set forth on Exhibit B. If the amounts on deposit in the Assigned PPA Payments Account are insufficient to pay the entirety of the amounts referred to in the foregoing clauses (A) and (B), the Custodian shall apply the amounts available in the order specified in the preceding sentence.
(iii) For any Month in an Assignment Period for which an Issuer Negative Pricing Payment Amount is due from Project Participant, the Custodian shall, after application of amounts on deposit in the Assigned PPA Payments Account pursuant to clause (i) or (ii) above, as applicable, withdraw amounts on deposit in the Assigned PPA Payments Account to make payment of the Issuer Negative Pricing Payment Amount to Royal Bank.
(d) Amounts deposited in the Assigned PPA Payments Account shall be held in trust for the benefit of Project Participant until applied as set forth in Section 4(c) and Section 14, as applicable, and there is hereby granted to Project Participant a lien on and security interest in the Assigned PPA Payments Account pending such application. Except for any amounts due and payable to Project Participant pursuant to Section 4(c)(ii), the Custodian shall not be required to comply with any orders, demands, or other instructions from Project Participant with respect to the Assigned PPA Payments Account, including, without limitation, items presented for payment, or any order or instruction directing the disposition of funds or other assets held in or credited to the Assigned PPA Payments Account, and Project Participant agrees that, except as set forth in Section 4(c)(ii), prior to the termination of this Agreement in accordance with the terms hereof, it shall have no right to direct the disposition of funds or other assets held in or credited to the Assigned PPA Payments Account, or to withdraw or otherwise obtain funds or other assets held in or credited to the Assigned PPA Payments Account, whether by order or instruction to the Custodian or otherwise.
(e) With respect to each PPA Monthly Statement, to the extent Royal Bank has purchased Receivables (as defined in the Prepaid Agreement) for amounts owed by Project Participant for the Month to which such PPA Monthly Statement relates, Royal Bank may, at its option, (i) notify the Custodian that it intends to transfer all or any portion of such Receivables to the PPA Seller, and (ii) reduce the Delivered Product Payment Amount by the face amount of such
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Receivables to be transferred. To the extent Royal Bank has notified the Custodian of its intent to transfer any such Receivables, Royal Bank shall cause such Receivables to be transferred to the PPA Seller not later than the relevant PPA Monthly Statement Payment Date.
Section 5. Provisional Payments Account.
(a) Custodial Account. With respect to Provisional Payments required to be made by RBEP to Issuer under the Prepaid Agreement (as reflected in a Prepaid Agreement Billing Statement), which payments Royal Bank is required to pay to RBEP under the Energy Sale and Service Agreement and with respect to which RBEP has instructed Royal Bank to pay hereunder in discharge of such obligations of both RBEP under the Prepaid Agreement and Royal Bank under the Energy Sale and Service Agreement, there is hereby established with the Custodian at its office located at [2 Concourse Parkway, Suite 800, Atlanta, Georgia 30328], the following custodial account: a payments account designated as the “CCCFA (CPA Proj) 2025[●] (RBC) Prov Pmt”, bearing Custodian’s Account No. [●] (the “Provisional Payments Account”) and all Provisional Payments made by Royal Bank shall be wired to such Provisional Payments Account:
U.S. Bank, NA
ABA: 091000022
FBO: U.S. Bank Trust NA
Acct: [●]
FFC: [●] – CCCFA (CPA) 2025[●] (RBC) Prov Pmt
(b) Royal Bank and Project Participant Monthly Payments. For each Month of the Delivery Period, Royal Bank shall make payment of the Provisional Payment, if any, due under the Prepaid Agreement for such Month into the Provisional Payments Account on or before the Prepaid Agreement Payment Date for each Month of the Delivery Period. The Parties acknowledge and agree that any Provisional Payment due shall be reflected in the Billing Statement.
(c) Transfers by Custodian; Segregation and Application of Discount Dollars. (i) Upon receipt of any Provisional Payment under Section 5(b), the Custodian shall promptly (x) withdraw the portion of such Provisional Payment that represents the Net Participant Price (as defined in Exhibit C of the Prepaid Agreement) that would otherwise be payable by Project Participant to Issuer with respect thereto under the Clean Energy Purchase Contract, as reflected in the Billing Statement, and (y) transfer such amount to Issuer’s Revenue Fund under and as defined in the Trust Indenture. (ii) The portion of any Provisional Payment in excess of the Net Participant Price (such portion, the “Discount Dollars”) shall be segregated by the Custodian and applied as set forth below:
(A) to the extent that (I) there is a positive balance of Discount Dollars being held by the Custodian and (II) any Project Participant Monthly Statement reflects that Monthly Excess Quantities were delivered under an Assigned PPA for any given Month, the Custodian shall withdraw an amount equal to the Monthly Discount per MWh of Monthly Excess Quantities on the relevant PPA Monthly
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Statement Payment Date and transfer such amount to Project Participant pursuant to the payment instructions set forth for payments to Project Participant on Exhibit B; and
(B) Royal Bank shall notify the Custodian and each of the other Parties hereto if less than the Annual Quantity is delivered for any Contract Year, and, promptly following receipt of any such notice, the Custodian shall transfer any remaining Discount Dollars to the Trustee for deposit in Energy Remarketing Reserve Fund under and as defined in the Trust Indenture.
Section 6. Custodian. The Custodian shall have (a) no liability under any agreement other than this Agreement and (b) no duty to inquire as to the provisions of any agreement other than this Agreement and the Assigned PPAs. The Custodian may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder in accordance with the terms hereof and believed by it to be genuine and to have been signed or presented by the proper Party or Parties. The Custodian shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Custodian shall have no duty to solicit or compel any payments which may be due to it, or to take any action to compel Royal Bank or Project Participant to make the deposits required under Section 4. The Custodian shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Custodian’s gross negligence or willful misconduct was the primary cause of any loss to any other Party hereto. In connection with the execution of any of its powers or the performance of any of its duties hereunder, the Custodian may consult with counsel, accountants and other skilled persons selected and retained by it. The Custodian shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons, provided the Custodian exercised due care and good faith in the selection of such person. The permissive rights of the Custodian to take actions enumerated under this Agreement shall not be construed as duties. In the event that the Custodian shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any Party hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other Parties hereto or by a final order or judgment of a court of competent jurisdiction. The Custodian may interplead all of the assets held hereunder into a court of competent jurisdiction or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or non-action based on such declaratory judgment. Anything in this Agreement to the contrary notwithstanding, in no event shall the Custodian be liable for special, indirect, incidental or consequential, or punitive damages, losses or penalties of any kind whatsoever (including but not limited to lost profits), regardless of the form of action. The Custodian may engage and act through agents and attorneys and shall not be liable for the misconduct or negligence of any such agent or attorney appointed with due care. The Custodian shall not be liable for any action taken by it in good faith in accordance with instruction received in accordance with this Agreement, or for the application of funds by other actions of omissions of other persons. The Custodian shall be responsible only for funds actually received by it for deposit into the Assigned PPA Payments Account and the Provisional Payments Account, and the Custodian shall not be obliged to advance or risk its own
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funds to make any payments required hereunder. The Custodian shall have only those duties expressly set forth in this Agreement and no implied duties shall be read into this Agreement against the Custodian. The Parties hereto acknowledge and agree that the Custodian is not a fiduciary by virtue of accepting and carrying out its obligations under this Agreement and has not accepted any fiduciary duties, responsibilities or liabilities with respect to its services hereunder.
The Custodian shall not be responsible for the perfection of any security interest granted hereunder.
Section 7. Succession. The Custodian may resign and be discharged from its duties or obligations hereunder by giving not less than 30 days’ advance notice in writing of such resignation to the other Parties hereto specifying a date when such resignation shall take effect; and such resignation shall take effect upon the day specified in such notice unless a successor shall not have been appointed by the other Parties hereto on such date, in which event such resignation shall not take effect until a successor is appointed. The other Parties hereto shall use their commercially reasonable efforts to make such appointment in a timely fashion, provided that any custodian appointed in succession to the Custodian shall be a bank or trust company organized under the laws of any state or a national banking association and shall have capital stock, surplus and undivided earnings aggregating at least $50,000,000 and shall be a bank with trust powers or trust company willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Agreement. Any corporation or association into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all of the Custodian’s corporate trust line of business may be transferred, shall be the Custodian under this Agreement without further act. Notwithstanding the foregoing, if no appointment of a successor Custodian shall be made pursuant to the foregoing provisions of this Section 7 within 30 days after the Custodian has given written notice to the other Parties of its resignation as provided in this Section 7, the Custodian may, in its sole discretion, apply to any court of competent jurisdiction to appoint a successor Custodian. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Custodian.
Section 8. Fees. Royal Bank agrees to pay the Custodian reasonable compensation for the services to be rendered hereunder, which compensation shall be $[●] for each year that this Agreement is in effect. The parties hereto acknowledge that this provision shall survive the resignation or removal of the Custodian or the termination of this Agreement.
Section 9. Reimbursement. The Issuer agrees to reimburse the Custodian and its directors, officers, agents and employees for any and all loss, liability or expense (including the fees and expenses of in-house or outside counsel and experts and their staffs and all expense of document location, duplication and shipment) arising out of or in connection with (a) the Custodian’s execution and performance this Agreement, except to the extent that such loss, liability or expense is finally adjudicated to have been primarily by the gross negligence or willful misconduct of the Custodian or such director, officer, agent or employee seeking reimbursement, or (b) its following any instructions or other directions from the Issuer, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof; provided, however, that any amounts due under this Section 9 shall not duplicate any other amounts due under this Agreement, including without limitation amounts due under Section 15 hereof. The Parties hereto acknowledge that this provision shall survive the resignation or removal of the Custodian or the termination of this Agreement.
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Section 10. Taxpayer Identification Numbers; Tax Matters. Royal Bank and Project Participant represent that their correct taxpayer identification numbers assigned by the Internal Revenue Service or any other taxing authority is set forth on the signature page hereof. Any tax returns or reports required to be prepared and filed in connection with the Assigned PPA Payments Account and the Provisional Payments Account will be prepared and filed by Project Participant, and the Custodian shall have no responsibility for the preparation and/or filing of any tax return with respect to any income earned on the Assigned PPA Payments Account or the Provisional Payments Account. In addition, any tax or other payments required to be made pursuant to such tax return or filing shall be paid by Project Participant. The Custodian shall have no responsibility for making such payment unless directed to do so in writing by the appropriate authorized Party and fully indemnified to the Custodian’s satisfaction.
Section 11. Notices.
(a) Any notice, demand, statement or request required or authorized by this Agreement to be given by one Party to another Party shall be in writing and shall either be sent by email transmission or other Electronic Means (defined below), courier, or personal delivery (including overnight delivery service) to each of the notice recipients and addresses specified in Exhibit B for the receiving Party. Any such notice, demand, or request shall be deemed to be given (i) when delivered by email transmission or other Electronic Means (defined below), or (ii) when actually received if delivered by courier or personal delivery (including overnight delivery service); provided that, if a Party delivers a notice, demand or request by any means other than email transmission, such notice shall not be effective unless and until the Party also delivers a copy thereof to the other Parties’ email address specified in Exhibit B. Each Party shall have the right, upon 10 days’ prior written notice to the other Parties, to change its list of notice recipients and addresses in Exhibit B. The Parties may mutually agree in writing at any time to deliver notices, demands or requests through alternate or additional methods, such as electronic mail.
Notwithstanding the foregoing, any Party may at any time notify the others that any notice, demand, statement or request to it must be provided by email transmissions for a specified period of time or until further notice, and any communications delivered by means other than email transmission during the specified period of time shall be ineffective. In the event that the Custodian, in its sole discretion, shall determine that an emergency exists, the Custodian may use such other means of communication as the Custodian deems appropriate. (b) The Custodian shall have the right to accept and act upon instructions or directions given pursuant to this Agreement, or any other document reasonably relating to the matters described herein, delivered using Electronic Means (defined below); provided, however, that each party giving directions to the Custodian hereunder shall provide to a Responsible Officer of the Custodian an incumbency certificate, substantially in the form attached hereto as Exhibit C, listing persons with the authority to provide such instructions or directions (each an “Authorized Officer”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended, with written notice to a Responsible Officer of the Custodian, whenever a person is to be added or deleted from the listing. If a party elects to give the Custodian directions or instructions using Electronic Means (defined below) and the Custodian in its discretion elects to act upon such directions, the Custodian’s understanding of such directions shall be deemed controlling. The parties understand and agree that the Custodian cannot determine the identity of the actual sender of such directions and that the Custodian shall conclusively presume that
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directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided by a party to a Responsible Officer of the Custodian have been sent by such Authorized Officer. The party giving such instructions shall be solely responsible for ensuring that only Authorized Officers transmit such directions to the Custodian and that all Authorized Officers treat applicable user and authorization codes, passwords and/or authentication keys issued by the Custodian as confidential and with extreme care. The Custodian shall not be liable for any losses, costs or expenses arising directly or indirectly from the Custodian’s reliance upon and compliance with such directions notwithstanding that such directions conflict or are inconsistent with a subsequent written direction. The party giving such directions agrees: (i) to assume all risks arising out of the use of Electronic Means (defined below) to submit directions to the Custodian, including without limitation the risk of the Custodian acting on unauthorized directions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting directions to the Custodian and that there may be more secure methods of transmitting directions; (iii) that the security procedures (if any) to be followed in connection with its transmission of directions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Custodian immediately upon learning of any compromise or unauthorized use of the security procedures.
(c) As used herein, “Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Custodian, or another method or system specified by the Custodian as available for use in connection with its services hereunder
Section 12. Miscellaneous.
(a) The provisions of this Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by all of the Parties hereto. (b) Neither this Agreement nor any right or interest hereunder may be assigned in whole or in part by any Party, except as provided in Section 7, without the prior written consent of the other Parties.
(c) THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED, AND
PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLE THAT WOULD DIRECT THE APPLICATION OF THE LAWS ANOTHER JURISDICTION; PROVIDED, HOWEVER,
THAT THE AUTHORITY OF THE ISSUER AND THE PROJECT PARTICIPANT TO ENTER
INTO AND PERFORM THEIR RESPECIVE OBLIGATIONS UNDER THIS AGREEMENT
SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
(d) EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION ON
THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS
AND IRREVOCABLY CONSENTS TO SERVICE OF PROCESS BY MAIL OR IN ANY
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OTHER MANNER PERMITTED BY APPLICABLE LAW AND CONSENTS TO THE
EXCLUSIVE JURISDICTION OF (A) THE COURTS OF THE STATE OF NEW YORK
LOCATED IN THE BOROUGH OF MANHATTAN, (B) THE FEDERAL COURTS OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK OR (C)
THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA IN ANY OTHER STATE WHERE AN OFFICE OF THE CUSTODIAN IS LOCATED. THE PARTIES FURTHER
HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LAWSUIT OR JUDICIAL PROCEEDING ARISING OR RELATING TO THIS AGREEMENT. (e) No Party to this Agreement shall be liable to any other Party hereto for losses due to, or if it is unable to perform its obligations under the terms of this Agreement because of, acts of God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, or other causes reasonably beyond its control; provided that a Party affected by any such event shall exercise commercially reasonable efforts to resume performance as quickly as possible. (f) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the Parties to this Agreement may be transmitted by facsimile or by digital pdf transmission, and such facsimile or pdf will, for all purposes, be deemed to be the original signature of such Party whose signature it reproduces, and will be binding upon such Party. All signatures of the parties to this Agreement may be transmitted by facsimile or by digital pdf transmission under the terms set forth in this Section 12(f). The parties agree that the electronic signature of a party to this Agreement, including all acknowledgements, authorizations, directions, waivers and consents thereto (or any amendment or supplement thereto) shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement. The parties agree that any electronically signed document (including this Agreement) shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed, and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. For purposes hereof, “electronic signature” means a manually signed original signature that is then transmitted by electronic means; “transmitted by electronic means” means sent in the form of a facsimile or sent via the Internet as a pdf (portable document format) or other replicating image attached to an e mail message; and, “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature. Paper copies or “printouts”, if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule.
(g) The Custodian shall not be under any obligation to invest or pay interest on amounts held in the Assigned PPA Payments Account or the Provisional Payments Account from time to time.
(h) Issuer shall have only such duties under this Agreement as are expressly set forth herein as duties on its part to be performed, and no implied duties shall be read into this Agreement against Issuer.
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(i) Nothing in this Agreement is intended to create any liabilities between Issuer, Royal Bank and Participant. This Agreement is intended solely to allocate payments that are actually made by Royal Bank and Project Participant in respect of amounts owed for physically settled energy under the Assigned PPAs, the and the Clean Energy Prepay Agreements.
Section 13. Compliance with Court Orders. In the event that any amount held by the Custodian hereunder shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court affecting the property deposited under this Agreement, the Custodian is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing are binding upon it, whether with or without jurisdiction, and in the event that the Custodian obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding that such writ, order or decree may be subsequently reversed, modified, annulled, set aside or vacated.
Section 14. Term; Winding Up. This Agreement will expire concurrently with the receipt of written notice from Project Participant, with a copy to the other Parties, that the Clean Energy Purchase Contract has terminated in accordance with its terms. Following the Custodian’s payment of all Monthly Gross Amounts due in respect of the final Month of power deliveries prior to such a termination, any remaining balance in the Assigned PPA Payments Account shall be paid to Project Participant and any remaining balance in the Provisional Payments Account shall be paid to Royal Bank.
Section 15. Indemnification. The Issuer, Royal Bank and Project Participant, jointly and severally, agree to protect, indemnify, defend and hold harmless, the Custodian, and affiliates, and each person who controls the Custodian (and each of their respective directors, officers, agents and employees) from and against all claims, losses, liabilities, actions, suits, costs, judgments and expenses (including court costs and reasonable attorneys’ fees) arising from its acting as Custodian hereunder (including, for the avoidance of doubt, any costs, expenses and reasonable attorneys’ fees incurred in enforcing any payment obligation of an indemnifying Party), except for any claim, damage or loss resulting from the gross negligence or willful misconduct of the Custodian; provided, however, that any amounts due under this Section 15 shall not duplicate any other amounts due under this Agreement, including without limitation amounts due under Section 9 hereof. The obligations of this Section 15 shall survive any resignation or removal of the Custodian and the termination of this Agreement. In addition, notwithstanding anything herein to the contrary, the Custodian shall have all of the rights (including indemnification rights), benefits, privileges, and immunities under this Agreement as are granted to the Trustee under the Trust Indenture, all of which are incorporated, mutatis mutandis, into this Agreement.
Section 16. Patriot Act. The Issuer, Royal Bank and Project Participant acknowledge that the Custodian is subject to federal laws, including the Customer Identification Program (“CIP”) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which the Custodian must obtain, verify and record information that allows the Custodian to identify Royal Bank and Project Participant. Accordingly, prior to opening the Assigned PPA Payments Account or the Provisional Payments Account described in Section 4 or 5, respectively, of this Agreement, the Custodian will ask the Issuer, Royal Bank and Project Participant to provide
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certain information including but not limited to name, physical address, tax identification number and other information that will help the Custodian identify and verify the Issuer, Royal Bank and Project Participant’s identities, such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. The Issuer, Royal Bank and Project Participant agree that the Custodian cannot open any account hereunder unless and until the Custodian verifies the Issuer’s, Royal Bank’s and Project Participant’s identities in accordance with its CIP.
Section 17. Limitation of Liability. Notwithstanding anything to the contrary herein, all obligations of the Issuer under this Agreement, including without limitation all obligations to make payments of any kind whatsoever, are special, limited obligations of the Issuer, payable solely from the Trust Estate (as such term is defined in the Trust Indenture) as and to the extent provided in the Trust Indenture, including with respect to Operating Expenses (as such term is defined in the Trust Indenture). The Issuer shall not be required to advance any moneys derived from any source other than the Revenues (as such term is defined in the Trust Indenture) and other assets pledged under the Trust Indenture for any of the purposes in this Agreement mentioned.
Neither the faith and credit of the Issuer nor the taxing power of the State of California or any political subdivision thereof is pledged to payments pursuant to this Agreement. The Issuer shall not be directly, indirectly, contingently or otherwise liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reasons of or in connection with this Agreement, except solely to the extent Revenues (as such term is defined in the Trust Indenture) are received for the payment thereof and may be applied therefor pursuant to the terms of the Trust Indenture.
[Signature Pages Follow]
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Exhibit A-1
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the date first written above.
CLEAN POWER ALLIANCE OF SOUTHERN
CALIFORNIA
By:
Name:
Title:
Taxpayer ID Number:
ROYAL BANK OF CANADA
By:
Name:
Title:
Taxpayer ID Number:
By:
Name:
Title:
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION
By:
Name:
Title:
CALIFORNIA COMMUNITY CHOICE
FINANCING AUTHORITY
By:
Name:
Title:
Taxpayer ID Number:
Agenda Page 577
Exhibit A-1
Error! Unknown document property name.
EXHIBIT A
ASSIGNED PPAS
1. [Name of Power Purchase and Sale Agreement], dated [------------], by and between [Project Participant], as PPA Buyer and [Project Co], as PPA Seller • Assigned Product Price: [--------------]
• Assignment Period: [--------------]
• Payment Instructions for Payments to PPA Seller: [--------------]
2. The initial Assigned PPAs are, unless otherwise agreed between the Project Participant and Royal Bank:
A. [●] Agreement dated [●], by and between Project Participant and [●], a [●] (the “[●] PPA”)
a. Assigned Product Price: The “Day-Ahead Average Price,” which means (x) the sum of the Day-Ahead Market Prices for each Pricing Interval in a Month divided by (y) the number of Pricing Intervals in such Month. As used in this definition, “Pricing Interval” means the unit of time for which CAISO establishes a separate price. As used in this definition “Day-Ahead Market Price” means the Day Ahead Market or Locational Marginal Price for Assigned Delivery Point for each applicable Pricing Interval as published by CAISO, or as such price may be corrected or revised from time to time by CAISO in accordance with its rules. For the avoidance of doubt, the Day-Ahead Average Price can be a negative number. b. Assignment Period: means the period beginning on the Assignment Period Start Date and extending until the last hour of the last day of the Delivery Term (as defined in the [●] PPA)
c. Assignment Period Start Date: [●]
d. Payment Instructions for Payments to Seller: As provided in the [●] PPA
B. [●] Agreement dated [●], by and between Project Participant and [●], a [●] (the “[●] PPA”)
a. Assigned Product Price: The “Day-Ahead Average Price,” which means (x) the sum of the Day-Ahead Market Prices for each Pricing Interval in a Month divided by (y) the number of Pricing Intervals in such Month. As used in this definition, “Pricing Interval” means the unit of time for which CAISO establishes a separate price. As used in this definition “Day-Ahead Market Price” means the Day Ahead Market or Locational Marginal Price
Agenda Page 578
Exhibit A-2
Error! Unknown document property name.
for Assigned Delivery Point for each applicable Pricing Interval as published by CAISO, or as such price may be corrected or revised from time to time by CAISO in accordance with its rules. For the avoidance of doubt, the Day-Ahead Average Price can be a negative number. b. Assignment Period: means the period beginning on the Assignment Period Start Date and extending until the last hour of the last day of the Delivery Term (as defined in the [●] PPA)
c. Assignment Period Start Date: [●]
d. Payment Instructions for Payments to Seller: As provided in the [●] PPA
Agenda Page 579
Exhibit B-1
Error! Unknown document property name.
EXHIBIT B
NOTICE AND PAYMENT INFORMATION
Notice Information
If to Project Participant: CLEAN POWER ALLIANCE OF SOUTHERN
CALIFORNIA
801 South Grand Avenue, Suite 400
Los Angeles, CA 90017
Email: [email protected]
If to Royal Bank: Royal Bank of Canada
200 Vesey Street, 12 Floor
New York, New York 10281-8098
Attention: Stephanie Gordon
Telephone: (212) 618-7501
Facsimile: (212) 428-6201
Email: [email protected]
With a copy to:
Royal Bank of Canada
200 Bay Street, South Tower
Toronto, Ontario M5J 2W7
Attention: Credit Transaction Management (Manager, CTM) Telephone: (416) 842-3921
Facsimile: (416) 842-4020
Email: [email protected]
If to Issuer: California Community Choice Financing Authority 1125 Tamalpais Avenue
San Rafael, California 94901
Attention: Treasurer/Controller
Telephone: (415) 464-6037
Email:[email protected]; [email protected] and
[email protected]
If to Custodian: U.S. Bank Trust Company National Association 2 Concourse Parkway
Suite 800
Atlanta, GA 30328
Attention: Mark Hallam
Telephone: (404) 898-2463
Facsimile: (404) 365-7946
Email: [email protected]
Agenda Page 580
Exhibit B-2
Error! Unknown document property name.
Payment Instructions to Project Participant
Project Participant Notice Information
Clean Power Alliance of Southern
California
801 South Grand Avenue, Suite 400
Los Angeles, CA 90017
Email: [email protected]
River City Bank
2485 Natomas Park Drive
Sacramento, CA 95833
ABA Routing #: [●]
Operating Account #: [●]
Agenda Page 581
Staff Report – Agenda Item 7
To: Board of Directors
From: David McNeil, Chief Financial Officer
Hui Lisano, Senior Director, Finance and Accounting
Jennifer Stevenson, Financial Planning and Analysis Manager Approved By: Ted Bardacke, Chief Executive Officer
Subject: Fiscal Year 2024-2025 Audited Financial Statements and Fiscal Year 2024-2025 Budget to Actual Report
Date: November 6, 2025
RECOMMENDATION
Receive a presentation of CPA’s Financial Results for Fiscal Year 2024-2025 and FY 2024-2025 Budget to Actual report.
BACKGROUND
Each year CPA publishes fiscal year-end financial statements. CPA’s Bylaws require the Finance Committee to select an independent auditor to perform a financial audit of the accounts of CPA annually. In May 2025, the Finance Committee selected Baker Tilly to perform an audit of CPA’s Fiscal Year 2024-25 financial statements. Baker Tilly has performed CPA’s annual audit since Fiscal Year 2018-19; this year, in accordance with U.S. Generally Accepted Accounting Principles (GAAP) and Governmental Accounting Standards Board (GASB) standards, Baker Tilly changed the partner-in-charge of CPA’s audit.
CPA staff are responsible for the preparation and fair presentation of financial statements.
The independent auditor performs tests to ensure that the financial statements are free from material misstatement. On October 29, 2025, Baker Tilly reported its audit findings to the Finance Committee which included a ‘clean’ audit opinion.
Agenda Page 582
Board of Directors Item 7
DISCUSSION
FY 2024-25 Financial Statements
The FY 2024-25 Audited Financial Statements (Attachment 1) consist of the following:
• Independent Auditors’ Report (Auditors’ Report)
• Management’s Discussion and Analysis
• Financial Statements, including:
• Statements of Net Position
• Statements of Revenues, Expenses and Changes in Net Position • Statements of Cash Flows
• Notes to the Financial Statements
The Management’s Discussion and Analysis (see pages 4-11 of Attachment 1) explains CPA’s performance in FY 2024-25 and provides a comparison with FY 2023-24.
FY 2024-25 Budget to Actual Report
The FY 2024-25 Budget to Actual Report (Attachment 2) compares actual results for the 12-months ending June 30, 2025 with the FY 2024-25 Budget approved by the Board in June 2024.
Key financial metrics and budget to actual analysis of FY 2024-25 results are presented in the Presentation of FY 2024-25 Financial Results (Attachment 3).
Summary
CPA has received a ‘clean’ audit opinion for the FY 2024-25 financial statements, is in sound financial health, and is well-positioned to serve its customers and deliver on its mission.
ATTACHMENTS
1. FY 2024-25 Audited Financial Statements
2. FY 2024-25 Budget to Actual Report
3. Presentation of FY 2024-25 Financial Results
Agenda Page 583
CLEAN POWER ALLIANCE OF SOUTHERN
CALIFORNIA
Basic Financial Statements with Independent
Auditors’ Report
Agenda Page 584
For the Fiscal Years Ended June 30, 2025 and 2024
TABLE OF CONTENTS
Independent Auditors' Report ………………………………………………………... 1 Management's Discussion and Analysis (Unaudited) ………………………………… 3 Basic Financial Statements:
Statements of Net Position …………………………………………………… 13
Statements of Revenues, Expenses and Changes in Net Position …................ 14 Statements of Cash Flows …………………………………………………… 15
Notes to the Basic Financial Statements ……………………………………. 17
Agenda Page 585
Independent Auditors' Report
To the Board of Directors of
Clean Power Alliance of Southern California
Opinion
We have audited the accompanying financial statements of Clean Power Alliance of Southern California (CPA), as of and for the years ended June 30, 2025 and 2024, and the related notes to the financial statements, which collectively comprise the CPA's basic financial statements as listed in the table of contents.
In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the financial position of CPA as of June 30, 2025 and 2024, and the changes in financial position and cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the CPA and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the CPA's ability to continue as a going concern for twelve months beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter.
Auditors' Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
1 Baker Tilly Advisory Group, LP and Baker Tilly US, LLP, trading as Baker Tilly, are members of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. Baker Tilly US, LLP is a licensed CPA firm that provides assurance services to its clients. Baker Tilly Advisory Group, LP and its subsidiary entities provide tax and consulting services to their clients and are not licensed CPA firms.
Agenda Page 586
In performing an audit in accordance with GAAS, we:
Exercise professional judgment and maintain professional skepticism throughout the audit. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the CPA's internal control. Accordingly, no such opinion is expressed. Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the CPA's ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings and certain internal control-related matters that we identified during the audit.
Required Supplementary Information
Accounting principles generally accepted in the United States of America require that the Management's Discussion and Analysis, as listed in the table of contents, be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.
Madison, Wisconsin
October 23, 2025
2 Agenda Page 587
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
YEARS ENDED JUNE 30, 2025 AND 2024
3 The Management's Discussion and Analysis section provides an overview of Clean Power Alliance of Southern California's (CPA’s) financial activities as of and for the fiscal years ending June 30, 2025 and 2024. The information presented here should be considered in conjunction with the audited financial statements.
Contents of this Report
This report is divided into the following sections:
• Management's Discussion and Analysis.
• The Basic Financial Statements, including:
o The Statements of Net Position, which include all of CPA's assets, liabilities, deferred inflows of resources, and net position and provide information about the nature and amount of resources and obligations at a specific point in time. o The Statements of Revenues, Expenses, and Changes in Net Position, which report all of CPA's revenues and expenses for the years shown. o The Statements of Cash Flows, which report the cash provided and used by operating activities, as well as other sources and uses, such as non-capital financing activities.
o Notes to the Basic Financial Statements, which provide additional details and information related to the Basic Financial Statements.
Agenda Page 588
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
YEARS ENDED JUNE 30, 2025 AND 2024
4 MANAGEMENT’S DISCUSSION AND ANALYSIS
Agenda Page 589
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
YEARS ENDED JUNE 30, 2025 AND 2024
5 BACKGROUND
CPA was formed pursuant to California Assembly Bill 117, which enables communities to purchase power on behalf of their residents and businesses and creates retail choices for electric generation services.
CPA, formerly Los Angeles Community Choice Energy (LACCE), was created as a California Joint Powers Authority on June 27, 2017. CPA was established to study, promote, develop, conduct, operate, and manage energy programs in Southern California. The parties to CPA's Joint Powers Agreement (JPA) consist of local governments whose governing bodies elect to join CPA.
Governed by a board of directors (Board) made up of elected officials from each of the parties to the JPA, CPA has the authority to set rates for the services it furnishes, incur indebtedness, and issue bonds or other obligations. CPA acquires electricity from commercial suppliers and delivers it through existing physical infrastructure and equipment managed by the California Independent System Operator (CAISO) and Southern California Edison (SCE).
Pursuant to the Public Utilities Code, when parties join CPA, all electricity customers in its jurisdiction, except for customers served under California's Direct Access Program, automatically become default customers of CPA for electric power generation, provided that customers are given the option to "opt-out".
CPA began operations by serving approximately 1,800 municipal and commercial accounts in February 2018. In June 2018, it enrolled approximately 28,000 municipal and commercial accounts. In February 2019, CPA enrolled approximately 900,000 residential customer accounts.
In May 2019, CPA enrolled approximately 100,000 commercial accounts. CPA enrolled approximately 4,000 residential and commercial accounts from Westlake Village in June 2020 and approximately 38,000 residential and commercial accounts from Hermosa Beach, Monrovia, and Santa Paula in March 2024. In October 2025, CPA will enroll approximately 32,000 additional accounts from La Canada Flintridge, Lynwood and Port Hueneme.
CPA's goal is to provide customers with competitively priced and affordable electricity with high renewable energy content and low greenhouse gas emissions. Currently, CPA offers its customers three electricity products to choose from: Lean Power, Clean Power, and 100% Green Power. Lean Power provides 40% clean energy; Clean Power provides at least 50% clean energy, and 100% Green Power provides 100% renewable energy content.
Financial Reporting
CPA presents its financial statements as a governmental enterprise fund under the economic resources measurement focus and accrual basis of accounting, in accordance with Generally Accepted Accounting Principles (GAAP) for proprietary funds, as prescribed by the Governmental Accounting Standards Board (GASB).
Agenda Page 590
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
YEARS ENDED JUNE 30, 2025 AND 2024
6 FINANCIAL HIGHLIGHTS
The following table summarizes CPA's assets, liabilities, deferred inflows of resources, and net position for the fiscal years (FY) ending June 30, 2025, 2024, and 2023.
Current Assets
Current assets were approximately $564,239,000 at the end of FY 2024-25 and were mainly comprised of $297,235,000 of cash and cash equivalents, $97,305,000 of accounts receivable, $73,349,000 of accrued revenue, $70,000,000 of investments, $10,142,000 of other receivables and $7,929,000 of deposits. Investments were made in Certificates of Deposit with a one-year maturity or less and are redeemable upon demand.
Current assets were approximately $738,427,000 at the end of FY 2023-24 and were mainly comprised of $333,509,000 of cash and cash equivalents, $143,168,000 of accounts receivable, $95,218,000 of accrued revenue, $60,000,000 of investments, $11,503,000 of other receivables and $91,293,000 of prepaid expenses. Investments were made in Certificates of Deposit with a one-year maturity or less and are redeemable upon demand.
Total current assets decreased as of June 30, 2025, compared to the prior year, particularly accounts receivable, accrued revenue, and prepaid expenses. Accounts receivable decreased primarily due to an increase in the bad debt reserve estimate resulting from additional reserves for active residential accounts based on the delinquency behavior of residential customers and the collections activity of CPA’s billing and collections agent, SCE. Increasing the bad debt reserve adjustment reduces the accounts receivable balance. Accrued revenue decreased compared to the prior year, primarily due to lower electricity consumption and the implementation of reduced retail electric rates effective March 2025. Prepaid expenses decreased mainly due to the decrease in contracted volumes of Resource Adequacy that required prepayment as compared with the prior year. 2025 2024 2023
Current assets $ 564,238,651 $ 738,426,529 $ 407,408,168 Noncurrent assets 176,130,516 2,478,783 2,835,591
Total assets 740,369,167 740,905,312 410,243,759
Current liabilities 136,452,817 273,275,114 183,290,311 Noncurrent liabilities 4,361,168 4,975,965 5,405,928
Total liabilities 140,813,985 278,251,079 188,696,239
Deferred inflows of resources 135,000,000 135,000,000 - Net position
Investment in capital assets (46,379) 133,840 87,507
Restricted for collateral - - 1,200,000
Unrestricted 464,601,561 327,520,392 220,260,013
Total net position $ 464,555,182 $ 327,654,232 $ 221,547,520
Agenda Page 591
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
YEARS ENDED JUNE 30, 2025 AND 2024
7 Total current assets increased as of June 30, 2024, compared to the prior year, particularly cash, investments, accounts receivable, and prepaid. Cash increased year over year primarily due to operating surpluses, which were mainly driven by rate increases that went into effect in July 2023.
Accounts receivable increased primarily due to the retail sales increase resulting from rate increases, more jurisdictions electing to adopt 100% Green as their default rate product, and three new community enrollments in March 2024. Other receivables increased compared to the prior year mainly due to an increase in wholesale sales of electricity and accounts receivable due from the California Community Choice Financing Authority (CCCFA). Prepaid expenses increased primarily due to increased Resource Adequacy costs and prepayments for Resource Adequacy. Deposits decreased primarily due to lower energy prices in June 2024 and lower posting obligations required by the CAISO.
Noncurrent Assets
Noncurrent assets were approximately $176,131,000 at the end of FY 2024-25 and $2,479,000 at the end of FY 2023-24.
Noncurrent assets increased as of June 30, 2025, compared to the prior year. The increase was mainly due to $174,259,000 of investments in U.S. Treasury notes, offset by the reduction in capital assets due to amortization and depreciation expenses.
Noncurrent assets decreased as of June 30, 2024, compared to the prior year, mainly due to the amortization of the office lease as an intangible asset and depreciation expenses.
Current Liabilities
Current liabilities consist primarily of the costs of electricity delivered to customers that are not yet due to be paid by CPA to its suppliers. Other components include trade accounts payable, taxes and surcharges due to governments, various other accrued liabilities and unearned program funds.
Unearned program funds represent funds for customer programs received from the CPUC and not yet spent.
Total current liabilities decreased as of June 30, 2025, compared to the prior year, primarily due to a decrease in accrued energy costs resulting from improved timing in receiving energy invoices compared to the prior fiscal year.
Total current liabilities increased as of June 30, 2024, compared to the prior year, primarily due to increases in security deposits from energy suppliers and accrued energy costs resulting from higher renewable energy and resource adequacy costs.
Agenda Page 592
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
YEARS ENDED JUNE 30, 2025 AND 2024
8 Noncurrent Liabilities
Noncurrent liabilities decreased as of June 30, 2025, from the prior year primarily as a result of amortization of the long-term portion of a lease liability and the reduction of supplier security deposits offset by accruals of retention incentives.
Noncurrent liabilities decreased as of June 30, 2024, from the prior year primarily as a result of amortization of the long-term portion of lease liability.
Deferred Inflows of Resources
In June 2024, CPA deferred revenue of $135,000,000 to the Fiscal Stabilization Fund pursuant to CPA’s Board-approved Fiscal Stabilization Fund Policy. No funds were used in FY 2024/2025, and no additional funds were deferred. The funds may be used in later years if financial results were negatively impacted by uncontrollable events as described in the Fiscal Stabilization Fund Policy.
Revenues and Expenses
The following table summarizes CPA’s results of operations for the years ending June 30:
Total Income
Operating revenues arise from retail electricity sales to customers and funding to support CPA’s Power Share program. CPA reports electricity revenues, net of uncollectible accounts expenses, as described in the Notes to the Financial Statements.
Operating revenues increased to approximately $1,443,469,000 in FY 2024-25 from $1,356,577,000 in FY 2023-24. FY 2024-25 revenue was higher than the prior year primarily because prior year revenue was reduced by transfer to the Fiscal Stabilization Fund (See Notes to the Financial Statements). FY 2024-25 revenue was reduced by a reduction in retail electric rates, which went into effect in March 2025.
Operating revenues increased to approximately $1,356,577,000 in FY 2023-24 from $1,167,777,000 in FY 2022-23. Revenue increased primarily as a result of increases in retail 2025 2024 2023
Operating revenues $ 1,443,468,993 $ 1,356,577,153 $ 1,167,777,256 Interest and investment income 22,299,651 10,877,122 1,770,273 Total income 1,465,768,644 1,367,454,275 1,169,547,529
Operating expenses 1,328,256,401 1,260,700,163 1,088,598,932 Nonoperating expenses 611,293 647,400 654,305
Total expenses 1,328,867,694 1,261,347,563 1,089,253,237 Change in net position $ 136,900,950 $ 106,106,712 $ 80,294,292
Agenda Page 593
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
YEARS ENDED JUNE 30, 2025 AND 2024
9 electric rates that went into effect in July 2023 and new community enrollments in March 2024, offset by the deferral of revenue and its transfer to the Fiscal Stabilization Fund.
Year-over-year changes in interest and investment income reflect changes in market interest rates, increases in investments and increases in cash balances in interest-earning accounts. CPA invests funds pursuant to and consistent with its Board-approved Investment Policy.
Total Expenses
Operating expenses include the cost of electricity and electric capacity used to serve CPA’s customers and meet its regulatory obligations, charges and credits levied by the CAISO, contracts with service providers, staff compensation, and general and administrative expenses. Non-operating expenses consist primarily of interest and other costs associated with borrowing agreements.
Operating expenses increased to $1,328,256,000 in FY 2024-25 from $1,260,700,000 in FY 2023-
24. The increase is primarily due to increased renewable energy costs and higher Resource Adequacy costs. CPA purchases its energy supply from various sources to reduce market risk and maintain a balanced renewable energy portfolio. Staffing costs increased year-over-year mainly due to CPA’s hiring of additional staff to support the organization's growth, as well as increases in employee benefit and staff retention incentive program expenses. Contract services increased year over year, primarily due to the expansion of customer programs. The growth in these programs required additional expenses associated with contracted support and services. This reflects CPA’s continued investment in customer program development and engagement initiatives.
Operating expenses increased to $1,260,700,000 in FY 2023-24 from $1,088,599,000 in FY 2022-
23. The increase is mainly due to increased renewable energy purchases and higher Resource Adequacy costs.
Change in Net Position
The change in net position represents the difference between total income and total expenses in a given fiscal year.
CPA’s net position increased by $136,901,000 in FY 2024-25. CPA’s net position increased by $106,107,000 in FY 2023-24 and by $80,294,000 in FY 2022-23.
CPA had a higher increase in net position in FY 2024-25 than in FY 2023-24, mainly due to a deferral of 2023-24 revenue and its transfer to the Fiscal Stabilization Fund, and higher interest and investment income, offset by decreased electricity revenues resulting primarily from retail electric rate decreases, and higher electricity costs.
Agenda Page 594
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
YEARS ENDED JUNE 30, 2025 AND 2024
10 CPA had a higher increase in net position in FY 2023-24 as compared to FY 2022-23 due to increased electricity revenues resulting primarily from rate increases and higher interest income offset by a deferral of revenue and its transfer to the Fiscal Stabilization Fund, increased energy costs, and staffing expenses.
LIQUIDITY AND CAPITAL RESOURCES
CPA maintains a strong liquidity position by targeting 150 days of liquidity on hand pursuant to its Board-approved Reserve Policy. Liquidity is defined as the sum of cash and cash equivalents, investments, and available bank lines of credit. CPA had 180 and 158 days of liquidity on hand as of June 30, 2025, and 2024, respectively. Investments are made in high-quality and liquid securities pursuant to and consistent with CPA’s Investment Policy.
CPA maintains a strong capital position by targeting reserves equivalent to 30% to 50% of its annual operating expenses pursuant to its Board-approved Reserve Policy. Reserves are defined as the sum of the Net Position and the Fiscal Stabilization Fund balance. Reserves were 45.1% and 36.6% of operating expenses as of June 30, 2025, and 2024, respectively.
CREDIT RATING
CPA manages its financial position with the objective of maintaining an investment-grade credit rating. Credit rating agencies consider quantitative (financial metrics) and qualitative (business and operating characteristics) factors when assessing credit quality. As of June 30, 2025, CPA had an issuer credit rating of A- with a stable outlook from Standard & Poor’s (S&P) Global Ratings.
PURCHASE COMMITMENTS AND ECONOMIC OUTLOOK
During the normal course of business, CPA enters into various agreements, including renewable energy agreements, energy storage agreements, and other agreements to purchase power and electric capacity (Resource Adequacy). CPA enters into power purchase agreements and energy supply agreements to comply with state law and voluntary targets for renewable and greenhouse gas (GHG) free products. California law established a Renewable Portfolio Standard (RPS) that requires load-serving entities, such as CPA, to gradually increase the amount of renewable energy they deliver to their customers.
In October 2015, the California Governor signed Senate Bill (SB) 350, the Clean Energy and Pollution Reduction Act of 2015, into law. SB 350 became effective January 1, 2016, and increases the amount of renewable energy that must be delivered by most load-serving entities, including CPA, to their customers from 33% of their total annual retail sales by the end of the 2017-2020 compliance period, to 50% of their total annual retail sales by the end of the 2028-2030 compliance period, and in each three-year compliance period thereafter, unless changed by legislative action.
SB 350 has been superseded by SB 100 and SB 1020, described below.
Agenda Page 595
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED)
YEARS ENDED JUNE 30, 2025 AND 2024
11 In September 2018, the California Governor signed SB 100, the 100 Percent Clean Energy Act of 2018, into law. SB 100 increases the amount of renewable energy that must be delivered to customers by most load-serving entities, including CPA, to 60% of their annual retail sales by the end of the 2028-2030 compliance period. SB 100 also further establishes as state policy that eligible renewable energy resources and zero-carbon resources supply 100 percent of all retail sales of electricity to California end-use customers and 100 percent of electricity procured to serve all state agencies by December 31, 2045.
California’s Renewable Portfolio Standard provides compliance flexibility and waiver mechanisms, including increased flexibility to apply excess renewable energy procurement in one compliance period to future compliance periods. SB 350 requires at least 65% of the RPS procurement conducted by a retail seller, such as CPA, to come from its contracts of ten years or more in duration.
In September 2022, the California Governor signed SB 1020. SB 1020 adds interim targets to the policy framework originally established in SB 100 to require renewable energy and zero-carbon resources to supply 90% of all retail electricity sales by 2035 and 95% of all retail electricity sales by 2040.
CPA enters into long-term purchase agreements to bring new solar, wind, and other renewable energy generating facilities online, to meet its regulatory RPS and GHG-free targets, and to accomplish its mission of providing renewable energy, reducing greenhouse gas emissions, serving its customers, and managing energy market risks. CPA enters into energy storage agreements to meet its obligations under the Resource Adequacy program administered by the CPUC and to better manage energy market risks. CPA manages risks associated with these commitments by aligning purchase commitments with the expected demand for electricity and assuring diversity of technologies, geographical locations, and suppliers.
Commitments under power purchase agreements decreased to $12.4 billion as of June 30, 2025, from $12.9 billion as of June 30, 2024, due in part to energy cost reduction affected by three energy prepayment transactions which occurred during FY 2024-25, and to the cancellation of a long-term power purchase agreement prior to construction. CPA enters into power purchase agreements consistent with CPA’s Board-approved Energy Risk Management Policy.
REQUESTS FOR INFORMATION
This financial report is designed to provide CPA’s customers, creditors, and other stakeholders with a general overview of the organization’s finances and to demonstrate CPA’s accountability for the funds under its stewardship.
Please address any questions about this report or requests for additional financial information to the Chief Financial Officer, 801 S. Grand Avenue, Suite 400, Los Angeles, CA 90017.
Agenda Page 596
12 BASIC FINANCIAL STATEMENT
Agenda Page 597
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
STATEMENTS OF NET POSITION
YEARS ENDED JUNE 30, 2025 AND 2024
The accompanying notes are an integral part of these financial statements. 13
2025 2024
Current assets
Cash and cash equivalents $ 297,234,579 $ 333,509,421
Investments 70,000,000 60,000,000
Accounts receivable, net of allowance 97,304,782 143,167,706 Accrued revenue 73,349,087 95,217,865
Other receivables 10,142,000 11,502,942
Interest receivable 2,315,977 1,404,260
Prepaid expenses 5,962,975 91,292,917
Deposits 7,929,251 2,331,418
Total current assets 564,238,651 738,426,529
Noncurrent assets
Capital assets, net of depreciation and amortization 1,782,734 2,389,908 Deposits 88,875 88,875
Investments 174,258,907 -
Total noncurrent assets 176,130,516 2,478,783
Total assets $ 740,369,167 $ 740,905,312
Current liabilities
Accounts payable $ 3,254,851 $ 3,045,901
Accrued cost of electricity 107,720,929 246,869,951
Other accrued liabilities 9,302,824 4,165,262
User taxes and energy surcharges due to other governments 10,692,841 10,750,873 Security deposits from energy suppliers 180,000 3,961,500 Unearned program funds 4,849,605 4,054,673
Lease liability, current 451,767 426,955
Total current liabilities 136,452,817 273,275,115
Noncurrent liabilities
Security deposits from energy suppliers 2,366,852 3,146,852 Lease liability, noncurrent 1,377,346 1,829,113
Other noncurrent liabilities 616,970 -
Total noncurrent liabilities 4,361,168 4,975,965
Total liabilities $ 140,813,985 $ 278,251,080
Fiscal stabilization fund 135,000,000 135,000,000
Investment in capital assets $ (46,379) $ 133,840
Unrestricted 464,601,561 327,520,392
Total net position $ 464,555,182 $ 327,654,232
NET POSITION
ASSETS
LIABILITIES
DEFERRED INFLOWS OF RESOURCES
Agenda Page 598
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
STATEMENTS OF REVENUES, EXPENSES
AND CHANGES IN NET POSITION
YEARS ENDED JUNE 30, 2025 AND 2024
The accompanying notes are an integral part of these financial statements. 14 2025 2024
OPERATING REVENUES
Electricity sales for resale, net $ 1,440,562,620 $ 1,489,775,404 Revenue transferred (to) from fiscal stabilization fund (135,000,000) - Other revenue 2,906,373 1,801,749
Total operating revenues 1,443,468,993 1,356,577,153
OPERATING EXPENSES
Cost of electricity 1,277,421,945 1,219,546,896
Contract services 24,768,864 20,234,442
Staff compensation 22,779,394 18,049,088
General and administration 3,286,198 2,869,737
Total operating expenses 1,328,256,401 1,260,700,163
Operating income 115,212,593 95,876,990
NONOPERATING REVENUES (EXPENSES)
Interest and investment income 22,299,651 10,877,122
Interest and financing expenses (611,293) (647,400)
Total nonoperating revenues 21,688,357 10,229,722
CHANGE IN NET POSITION 136,900,950 106,106,712
Net position at beginning of year 327,654,232 221,547,520 Net position at end of year $ 464,555,182 $ 327,654,232
Agenda Page 599
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2025 AND 2024
The accompanying notes are an integral part of these financial statements. 15
2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 1,456,667,747 $ 1,490,560,438 Other operating receipts 10,262,342 9,502,441
Payments to suppliers for electricity (1,236,710,470) (1,154,182,679) Payments for other goods and services (27,530,656) (26,386,384) Payments for staff compensation (22,436,812) (17,259,935) Tax and surcharge payments to other governments (52,600,211) (51,135,317) Net cash provided by operating activities 127,651,940 251,098,564
CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Interest and related expense payments (569,168) (563,600) Net cash used by non-capital financing activities (569,168) (563,600)
CASH FLOWS FROM CAPITAL AND RELATED
FINANCING ACTIVITIES
Payments to acquire capital assets (10,183) (255,920)
Payments on lease (principal and interest) (476,456) (462,578) Net cash used by capital and related financing activities (486,639) (718,498)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments (184,258,907) (60,000,000)
Interest income received 21,387,933 9,706,076
Net cash provided by investing activities (162,870,974) (50,293,924) Net change in cash and cash equivalents (36,274,841) 199,522,542 Cash and cash equivalents at beginning of year 333,509,421 133,986,879 Cash and cash equivalents at end of year $ 297,234,579 $ 333,509,421 Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted) 297,234,579 333,509,421 Cash and cash equivalents $ 297,234,579 $ 333,509,421
NONCASH INVESTING ACTIVITIES
2025 2024
Change in fair value of investments $ 801,370 $ -
Agenda Page 600
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2025 AND 2024
The accompanying notes are an integral part of these financial statements. 16 2025 2024
RECONCILIATION OF OPERATING INCOME TO NET
CASH PROVIDED (USED) BY OPERATING ACTIVITIES
Net operating income $ 115,212,593 $ 95,876,990
Adjustments to reconcile operating income to net
cash provided (used) by operating activities
Depreciation expense 159,997 229,819
Amortization expense 457,360 382,908
(Increase) decrease in:
Accounts receivable, net of allowance 45,862,924 (19,908,653) Other receivables 1,360,941 (10,907,739)
Accrued revenue 21,868,778 (7,988,201)
Prepaid expenses 85,329,943 (45,140,068)
Deposits (5,597,833) 13,619,888
Increase (decrease) in:
Accounts payable 208,951 (3,963,060)
Energy market settlements payable (435,708) 5,775,142
Accrued cost of electricity (138,713,314) 81,108,925
Other accrued liabilities 5,761,909 1,366,616
User taxes due to other governments (58,032) 2,180,016
Fiscal stabilization fund 135,000,000 -
Supplier security deposits (4,561,500) 3,763,792
Unearned program funds 794,931 (297,811)
Net cash provided by operating activities $ 127,651,940 $ 251,098,564
Agenda Page 601
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2025 AND 2024
17 1. REPORTING ENTITY
Clean Power Alliance of Southern California (CPA) is a joint powers authority created on June 27, 2017. As of June 30, 2025, parties to its Joint Powers Agreement consist of the following local governments:
* La Canada Flintridge, Lynwood, and Port Hueneme are officially parties to the JPA as of March 2024. Customers in those jurisdictions will begin receiving service from CPA in October 2025.
CPA is separate from its members and derives no ongoing financial support from them. CPA is governed by a Board of Directors whose membership is comprised of elected officials representing the parties.
CPA’s mission is to provide cost-competitive electric services, reduce electric sector greenhouse gas emissions, stimulate renewable energy development, implement distributed energy resources, promote energy efficiency and demand reduction programs, and sustain long-term rate stability for residents and businesses through local control. CPA provides electric service to retail customers as a Community Choice Aggregation Program under the California Public Utilities Code (CPUC) Section 366.2.
Electricity is acquired from commercial suppliers and delivered through existing physical infrastructure and equipment managed by Southern California Edison (SCE).
Agenda Page 602
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2025 AND 2024
18 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
CPA’s financial statements are prepared in accordance with generally accepted accounting principles (GAAP). The Governmental Accounting Standards Board (GASB) is responsible for establishing GAAP for state and local governments through its pronouncements.
CPA’s operations are accounted for as a governmental enterprise fund and are reported using the economic resources measurement focus and the accrual basis of accounting – similar to business enterprises. Accordingly, revenues are recognized when they are earned, and expenses are recognized at the time liabilities are incurred. Enterprise fund-type operating statements present increases (revenues) and decreases (expenses) in total net position. Reported net position is segregated into three categories: investment in capital assets, restricted, and unrestricted.
When both restricted and unrestricted resources are available for use, CPA’s policy is to use restricted resources first, then unrestricted resources as needed.
CASH AND CASH EQUIVALENTS
Cash includes cash on hand, demand deposits with banks, and deposits in other kinds of accounts or cash management pools that have the general characteristics of demand deposit accounts in that CPA may deposit additional cash at any time and also effectively may withdraw cash at any time without prior notice or penalty.
INVESTMENTS
Investments reported on the Statements of Net Position are comprised of certificates of deposit and United States Treasury Notes with an original term to maturity of more than three months.
Non-negotiable certificates of deposit are not subject to fair value assessments and are stated at cost. U.S. Treasuries are stated at fair value. CPA intends to hold its securities to maturity.
Investments with a remaining term to maturity of less than one year, are shown as current assets in the Statement of Net Position. Investments with a remaining term to maturity of one year or more are shown as noncurrent assets in the Statement of Net Position.
Permitted investments are defined in the CPA’s Investment Policy.
PREPAID EXPENSES
Payments made to vendors that will provide benefits in periods beyond the end of the current fiscal year are recorded as prepaid expenses. Prepaid energy expenses were approximately $5,174,000 and $90,453,000 as of June 30, FY 2024-25 and FY 2023-24. The prior year prepaid
Agenda Page 603
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2025 AND 2024
19 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) expense balance was driven by high Resource Adequacy prices and limited market supply during a time when suppliers required advance payments to secure resources.
DEPOSITS
Contracts to purchase energy may require CPA to provide the supplier with advance payments or security deposits. Deposits consist of collateral deposits required by CAISO and security deposits held by suppliers as required under certain energy contracts entered into by CPA. Depending on the length of time the deposits will be outstanding, they are classified as current or noncurrent assets.
OTHER RECEIVABLES
Other receivables primarily consist of receivables related to the wholesale sales of excess energy purchased, as well as accrued interest receivable. These receivables are expected to be collected within the next fiscal year and are considered fully collectible.
CAPITAL ASSETS AND DEPRECIATION
CPA’s policy is to capitalize furniture and equipment valued over $5,000 that is expected to be in service for over one year. Depreciation is computed according to the straight-line method over estimated useful lives of three years for electronic equipment, seven years for furniture, and eight years for leasehold improvements. CPA does not own any electric generation or storage assets.
LEASE ASSETS AND LIABILITIES
CPA recognizes an asset and liability when it enters into certain leasing arrangements. The leased assets are included in the capital assets and amortized over the term of the leases. The lease liabilities are established at the present value of payments expected to be paid to the lessors during the terms of the lease. CPA’s only leased assets and liabilities are related to its office premises.
OTHER ACCRUED LIABILITIES
Other accrued liabilities consist primarily of amounts owed for employee compensated absences, deferred revenue, and unspent grant funds as of June 30, 2025. Accrued compensated absences represent the value of earned but unused vacation and other leave benefits. The liability is recognized as employees earn these benefits in accordance with GASB Statement No. 101, Compensated Absences. Deferred revenues represent payments received in advance for services that have not yet been performed or earned, and unspent grant funds represent grant proceeds received that have not yet been expended.
Agenda Page 604
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2025 AND 2024
20 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
SECURITY DEPOSITS FROM ENERGY SUPPLIERS
Various energy contracts entered into by CPA require the supplier to provide CPA with a security deposit. These deposits are generally held for the term of the contract or until the completion of certain benchmarks. Deposits are classified as current or noncurrent depending on the length of time the deposits will be held.
UNEARNED PROGRAM FUNDS
CPA received Power Share program funding from the California Public Utility Commission. The amount represents funds received by CPA, but not yet spent on the Power Share program-specific expenses.
FISCAL STABILIZATION FUNDS
In Fiscal Year 2020, CPA’s Board approved the Fiscal Stabilization Fund policy to allow CPA to defer revenue in years when financial results are strong for use in future years when financial results may be negatively impacted by uncontrollable events as described in the Policy. In accordance with GASB Statement No. 62, the amount deposited into the fund is shown as a reduction of operating revenues and reported on the statements of net position as a deferred inflow of resources. Deferring revenue for use in future years reduces the impact of unplanned rate changes that would otherwise be necessary to meet CPA’s financial objectives.
In Fiscal Year 2024, CPA transferred $135,000,000 to the Fiscal Stabilization Fund. The Fiscal Stabilization Fund balance is included in cash and cash equivalents.
NET POSITION
Net position is presented in the following components:
Investment in capital assets: This component of net position consists of capital assets and lease assets, net of accumulated depreciation and amortization, and is reduced by outstanding borrowings that are attributable to the acquisition, construction, or improvement of those assets.
CPA did not have any outstanding borrowings as of June 30, 2025, and 2024 attributable to those assets.
Restricted: This component of net position consists of net assets subject to external constraints on their use imposed by creditors (such as through debt covenants), grantors, contributors, laws or regulations of other governments or constraints imposed by law through constitutional provisions or enabling legislation.
Agenda Page 605
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2025 AND 2024
21 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Unrestricted: This component of net position consists of a net position that does not meet the definition of “investment in capital assets” or “restricted.”
OPERATING AND NON-OPERATING REVENUE
Operating revenues include revenues derived from the provision of electricity to retail customers and program funds earned from the delivery of program activities. Electricity sales are reported net of changes to the allowance for uncollectible accounts. Other revenue consists of revenue that is not related to the sales of electricity to CPA customers.
Investment income is considered “non-operating revenue.”
REVENUE RECOGNITION
CPA recognizes revenue on an accrual basis. This includes invoices issued to customers during the reporting period and electricity estimated to have been delivered but not yet billed.
Management estimates that a portion of the billed amounts will be uncollectible. Accordingly, an allowance for uncollectible accounts has been recorded.
OPERATING AND NON-OPERATING EXPENSES
Operating expenses include the cost of sales and services, administrative expenses, depreciation on capital assets, and amortization of right-to-use lease assets. Expenses that do not meet this definition are reported as non-operating expenses.
ELECTRICAL POWER PURCHASED
During the normal course of business, CPA purchases electrical power from numerous suppliers.
Electricity costs include the cost of energy and capacity arising from bilateral contracts with energy suppliers as well as wholesale sales and generation credits, and load and other charges arising from CPA’s participation in the CAISO’s centralized market. Electricity costs are recognized as “Cost of Electricity” in the Statements of Revenues, Expenses, and Changes in Net Position. To comply with the State of California’s Renewable Portfolio Standards (RPS) and other product content targets, CPA acquires RPS-eligible renewable energy evidenced by Renewable Energy Certificates (Certificates) recognized by Western Renewable Energy Generation Information System (WREGIS). CPA obtains Certificates with the intent to retire them. CPA purchases capacity commitments from qualifying generators to comply with the California Energy Commission’s Resource Adequacy Program. The goals of the Resource Adequacy Program are to provide sufficient resources to the CAISO to ensure the safe and reliable operation of the grid in real-time and to provide appropriate incentives for the siting and construction of
Agenda Page 606
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2025 AND 2024
22 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) new resources needed for reliability in the future.
STAFFING COSTS
CPA pays employees semi-monthly and fully pays its obligations for health benefits and contributions to its defined contribution retirement plan each month. CPA is not obligated to provide post-employment healthcare or other fringe benefits; accordingly, no related liability is recorded in these financial statements. CPA provides compensated time off, and the related liability is recorded in these financial statements.
In September 2023, the Board approved the Retention Incentive Program whose purpose is to retain management-level staff and promote high performance. Retention incentive amounts are approved by the Board on an annual basis and are earned over two-year periods beginning July 1, 2023.
INCOME TAXES
CPA is a Joint Powers Authority under the provisions of the California Government Code and is not subject to federal or state income or franchise taxes.
USER TAXES AND ENERGY SURCHARGES DUE TO OTHER GOVERNMENTS CPA is required by governmental authorities to collect and remit user taxes on certain customer sales. These taxes do not constitute revenues or expenses to CPA.
ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
Effective for the fiscal year ended June 30, 2025, CPA implemented the provisions of the following GASB statements:
GASB Statement No. 101, Compensated Absences: This statement establishes recognition and measurement guidance for liabilities associated with compensated absences, including vacation, sick leave, and other paid time off benefits that accumulate and are attributable to services already
Agenda Page 607
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2025 AND 2024
23 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) rendered by employees. Management evaluated the impact of implementing GASB 101 on CPA’s financial statements and determined that current policies were substantially consistent with the recognition and measurement requirements of the standard. The adoption of GASB 101 had an immaterial impact on CPA’s financial position and results of operations.
GASB Statement No. 102, Certain Risk Disclosures: This statement requires governments to disclose material risks and uncertainties that could affect their financial statements, including the nature of the risk, potential financial impact, conditions or events that could trigger the risk, and how management monitors or mitigates the risk. Based on management’s evaluation, as of June 30, 2025, no events or conditions were identified that are material or require disclosure under GASB 102.
3. CASH AND CASH EQUIVALENTS
As of June 30, 2025, CPA maintains its cash in both interest-earning and non-interest-earning bank accounts with River City Bank, in the California Asset Management Program (CAMP), in an interest-earning account with U.S. Bank, and in the California Local Agency Investment Fund (LAIF). As of June 30, cash and cash equivalents were as follows:
Cash and cash equivalent balances are subject to the Local Agency Security Program (LASP) administered by the California Department of Financial Protection and Innovation (DFPI) pursuant to California Government Code, Section 53630 through 53686. The LASP is designed to protect government agency deposits and requires banks holding agency deposits to collateralize deposits in excess of $250,000 with highly rated government securities and/or a letter of credit issued by the Federal Home Loan Deposit Corporation (FHLDC) in amounts equal to 110% and 105% of the agency deposits, respectively. Government securities collateralizing agency deposits are required to be held by third-party trust companies with legal and regulatory obligations to the DFPI. The DFPI is the beneficiary of FHLDC letters of credit collateralizing agency deposits.
CPA’s Board-approved Investment Policy requires that when managing funds, CPA’s primary objectives, in the following order of importance, shall be to (1) safeguard the principal of the 2025 2024
Cash and cash equivalents held at:
River City Bank $ 94,812,000 $ 129,856,000
California Asset Management Program 199,219,000 203,636,000 U.S. Bank 3,187,000 -
California Local Agency Investment Fund 17,000 17,000
Total cash & cash equivalents $ 297,235,000 $ 333,509,000
Agenda Page 608
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2025 AND 2024
24 3. CASH AND CASH EQUIVALENTS (continued)
funds, (2) meet the liquidity needs of CPA, and (3) achieve a return on investment on funds in CPA’s control. Risk is monitored on an ongoing basis.
CPA maintains cash equivalents in CAMP to earn higher interest rates and have same-day liquidity without penalty. CAMP is a California Joint Powers Authority established in 1989 under provisions of the California Joint Exercise of Powers Act to provide public agencies with professional investment services. CAMP funds are governed by California Government Code 53600, which only allows investments in low-risk eligible securities. CAMP funds are considered government agency deposits and are subject to California’s Local Agency Protection Program, which protects agency deposits.
CPA also holds cash equivalents with LAIF, managed by the State Treasurer, for the purpose of increasing interest earnings through pooled investment activities. These funds are not registered with the Securities and Exchange Commission but are required to be invested according to the California Government Code. Participants in the pool include voluntary and involuntary participants, such as special districts and school districts for which there are legal provisions regarding their investments. The Local Investment Advisory Board (LIAB) has oversight responsibility for LAIF. LIAB consists of four members as designated by state statute.
Cash and cash equivalents include funds held in the Fiscal Stabilization Fund.
4. ACCOUNTS RECEIVABLE
Accounts receivable were as follows as of June 30:
The majority of account collections occur within the first few months following customer invoicing. CPA estimates that a portion of the billed amounts will not be collected. The allowance for uncollectible accounts at the end of a period includes amounts billed during the current and prior fiscal years.
5. INVESTMENTS
During the fiscal years ended June 30, 2025 and 2024, CPA purchased investments with original maturities of three months or more. As of June 30, the fair value of investments was as follows:
Agenda Page 609
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2025 AND 2024
25 5. INVESTMENTS (continued)
*These are non-negotiable certificates of deposit with original terms of more than three months and less than one year.
FAIR VALUE MEASUREMENT
GASB Statement No. 72, Fair Value Measurement and Application, sets forth the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets; Level 2 inputs are significant other observable inputs; and Level 3 inputs are significant unobservable inputs.
In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. CPA’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. Deposits and withdrawals from CAMP and LAIF are made on the basis of $1, which is substantially equal to the fair value.
As of June 30, 2025, CPA’s investments are considered Level 1 inputs. Quoted prices in active markets were used to determine fair value measurement. As of June 30, 2024, CPA held no individual investments requiring classification under the fair value hierarchy, as all investments were either cash equivalents or held at cost.
CUSTODIAL CREDIT RISK
Cash and Cash Equivalents
Custodial credit risk for bank deposits is the risk that in the event of a bank failure, CPA’s deposits may not be returned to it. CPA’s bank deposits are protected by LASP as described in Note 3 and 2025 2024
Current Investments:
Certificates of deposit * $ 70,000,000 $ 60,000,000
Total current investments $ 70,000,000 $ 60,000,000
2025 2024
Noncurrent Investments:
U.S. Treasury Notes $ 174,258,907 $ -
Total noncurrent investments $ 174,258,907 $ -
Agenda Page 610
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2025 AND 2024
26 5. INVESTMENTS (continued)
by deposit guarantees provided by the Federal Deposit Insurance Corporation (FDIC) for balances up to $250,000.
As of June 30, 2025 and 2024, none of CPA’s bank balances are known to be individually exposed to material levels of custodial credit risk.
Investments
Custodial credit risk for investments is the risk that, in the event of the failure of the counterparty to a transaction, CPA would not be able to recover the value of the investment or collateral securities that are in possession of an outside party. Investment securities are exposed to custodial credit risk if the securities are uninsured, are not registered in CPA’s name, and are held by the counterparty. CPA does not believe it is exposed to significant custodial credit risk arising from its investments in U.S. Treasuries, LAIF, and CAMP.
INTEREST RATE RISK
Interest rate risk is the risk that changes in market interest rates will adversely affect the fair value of an investment. CPA’s investments are limited to U.S. Treasury securities and non-negotiable certificates of deposit. U.S. Treasury securities are subject to interest rate risk, as their fair values may fluctuate in response to changes in market interest rates. Certificates of deposit are generally held to maturity and are not subject to fluctuations in fair value. CPA manages its exposure to declines in fair values of investments by limiting its investments subject to fair value adjustments, restricting its investments to high quality securities authorized under its Investment Policy, and by limiting the term to maturity of its Treasury investments.
As of June 30, 2025, CPA’s investments were as follows:
Investment Type Fair Value Less Than 1 Year 1-5 Years
U.S. Treasury securities $ 174,258,907 $ - $ 174,258,907 Certificates of deposit 70,000,000 70,000,000 -
Total: $ 244,258,907 $ 70,000,000 $ 174,258,907
Investment Maturities
Agenda Page 611
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2025 AND 2024
27 5. INVESTMENTS (continued)
As of June 30, 2024, CPA’s investments were as follows:
6. LEASE
Property Lease
CPA entered into an agreement to lease approximately 11,000 square feet of office space in Los Angeles, California, for 8 years, commencing in March 2021. Monthly base rent payments were approximately $32,000 in the first year of the lease and are subject to 3% annual rent escalations on each anniversary of lease commencement. The lease expires in February 2029. CPA also pays a pro-rata share of operating expenses and property taxes, which are not included in the measurement of the lease liability as they are variable in nature. The Company paid $23,000 in variable costs for both FY2024-25 and FY2023-2024.
As of June 30, 2025, the Company has reported $1,436,000 in right-of-use (ROU) intangible assets, net of amortization, and $1,829,000 in lease liabilities related to this agreement.
Amortization expense was $383,000 and interest expense was $50,000 for the right to use the office space during the fiscal year.
As of June 30, 2024, the Company has reported $1,819,000 in right-of-use (ROU) intangible assets, net of amortization, and $2,256,000 in lease liabilities related to this agreement. For the right to use the office space during the fiscal year, amortization expense was $383,000, and interest expense was $59,000.
CPA has the option to extend the lease for two additional years. The table below represents the future lease principal and interest payments under this agreement.
Investment Type Fair Value Less Than 1 Year 1-5 Years
Certificates of deposit $ 60,000,000 $ 60,000,000 $ -
Total: $ 60,000,000 $ 60,000,000 $ -
Investment Maturities
Agenda Page 612
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2025 AND 2024
28 6. LEASE (continued)
Storage Contract Arrangements
In providing electricity to its customers, CPA has entered into two stand-alone energy storage and seven co-located solar and energy storage agreements, which achieved commercial operation as of June 2024. Stand-alone energy storage assets receive charging energy from the grid.
Collocated energy storage assets receive charging energy from collocated solar facilities.
Through these agreements, CPA obtains the right to control certain aspects of the nature, manner, and use of the underlying storage facilities. The monthly payments made by CPA are variable and based on the performance of the underlying assets, including the plant’s available capacity, operating charging efficiency, and the seller’s responsiveness to CPA’s charging and discharge instructions. The variable payments under energy storage agreements are recognized as part of the cost of energy in the Statement of Revenues, Expenses, and Changes in Net Position.
Variable payments for storage under stand-alone energy storage and collocated solar and energy storage agreements totaled approximately $106,188,000 and $68,534,000 in FY 2024-25 and FY 2023-24, respectively.
7. CAPITAL ASSETS
Capital asset activities for the years ended June 30, 2025 and 2024, were as follows:
Year ended June 30, Principal Interest Total
2026 451,767$ 38,982$ 490,749$
2027 477,612 27,860 505,472
2028 504,535 16,101 520,636
2029 395,199 3,998 399,197
$ 1,829,113 $ 1,916,054 86,941 $
Balances at
June 30, 2024 Additions Dispositions
Balances at
June 30, 2025
Capital assets
Office equipment $ 15,053 $ 10,183 $ - $ 25,236
Computer equipment 483,997 - - 483,997
Website/App development 315,102 - - 315,102
Leasehold improvements 436,985 - - 436,985
Intangible assets-office 3,095,195 - 3,095,195 -
Total capital assets 4,346,332 10,183 4,356,515 -
Less accumulated depreciation & amortization
Office, computer, leasehold, and website (680,064) (234,449) (914,513) - Intangible assets-office (1,276,360) (382,908) (1,659,268) - Total accumulated depreciation & amortization (1,956,424) (617,357) (2,573,781) - Total capital assets, net of depreciation & amortization $ 2,389,908 $ (607,174) $ 1,782,734 - $
Agenda Page 613
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2025 AND 2024
29 7. CAPITAL ASSETS (continued)
Depreciation and amortization expenses are included under general and administration on the Statements of Revenues, Expenses and Changes in Net Position.
8. DEBT
JP Morgan Chase Bank Credit Facility
In September 2021, CPA entered into an $80 million Revolving Credit Agreement with JPMorgan Chase. The Revolving Credit Agreement provides a revolving borrowing and letter of credit facility which can be used for working capital purposes and to post collateral.
In June 2023, CPA amended the credit agreement with JPMorgan to increase the size of the facility to $160 million and extend the expiry of the agreement from October 31, 2023, to March 31, 2024. In March 2024, the Board approved an extension of the maturity date of CPA’s Credit Agreement with JPM to March 31, 2026, from March 31, 2024. In May 2025, CPA elected to amend the credit agreement with JP Morgan to reduce the size of the facility to $120 million.
As of June 30, 2025 and 2024, CPA had no loans outstanding under the credit facility and is in compliance with credit covenants.
9. DEFINED CONTRIBUTION RETIREMENT PLAN
The Clean Power Alliance of Southern California Plan (Plan) is a defined contribution retirement plan established by CPA to provide benefits at retirement to its employees. The Plan is administered by Nationwide Retirement Solutions. Currently, the employer contribution is 6% of the employee’s salary plus an additional 4% employer match contribution for a maximum annual employer contribution to the Plan equal to 10% of the employee’s salary. As of June 30, 2025 and 2024, there were 85 and 76 plan members, respectively. CPA contributed $1,538,000 and Balances at
June 30, 2023 Additions Dispositions
Balances at
June 30, 2024
Capital assets
Office equipment $ 15,053 $ - $ - $ 15,053
Computer equipment 298,427 199,705 (14,135) 483,997
Website/App development 244,752 70,350 - 315,102
Leasehold improvements 436,985 - - 436,985
Intangible assets-office 3,095,195 - 3,095,195 -
Total capital assets 4,090,412 270,055 (14,135) 4,346,332 Less accumulated depreciation & amortization
Office, computer, leasehold, and website (450,244) (229,820) (680,064) - Intangible assets-office (893,452) (382,908) (1,276,360) - Total accumulated depreciation & amortization (1,343,696) (612,728) (1,956,424) - Total capital assets, net of depreciation & amortization $ 2,746,716 $ (342,673) $ (14,135) $ 2,389,908
Agenda Page 614
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2025 AND 2024
30 9. DEFINED CONTRIBUTION RETIREMENT PLAN (continued)
$1,274,000 during the years ended June 30, 2025 and 2024, respectively. Plan provisions and contribution requirements are established and may be amended by the Board of Directors.
10. RISK MANAGEMENT
CPA is exposed to various insurable risks of loss related to torts, theft of, damage to, and destruction of assets, and errors and omissions. During the year, CPA purchased insurance policies from investment-grade commercial carriers to mitigate risks that include those associated with earthquakes, theft, general liability, errors and omissions, crime and cyber crime, and property damage. Settled claims have not exceeded CPA’s commercial liability insurance coverage in any of the past three years. There were no significant reductions in coverage compared to the prior year.
On July 12, 2018, CPA’s Board adopted the Energy Risk Management Policy (ERMP). The ERMP establishes CPA’s Energy Risk Program and applies to all power procurements and related business activities that may impact CPA's risk profile. The ERMP documents the framework by which CPA’s staff and consultants will identify and quantify risk, develop and execute procurement strategies, develop controls and oversight, monitor, and measure and report on the effectiveness of the CPA’s Energy Risk Program. Risks covered by the ERMP include market price risk, credit risk, volumetric risk, operational risk, opt-out risk, legislative and regulatory risk, and other risks arising from operating as a Community Choice Aggregation and participating in California energy markets. The Board approved updates to the ERMP in July 2019, July 2020, July 2021, July 2022, July 2023, July 2024, and July 2025.
CPA maintains other risk management policies, procedures, and systems that help mitigate and manage credit, liquidity, financial, regulatory, and other risks not covered by the ERMP. Credit guidelines include a preference for transacting with investment-grade counterparties, evaluating counterparties’ financial condition, and assigning credit limits as applicable. These credit limits are established based on risk and return considerations under terms customarily available in the industry. In addition, CPA enters into netting arrangements whenever possible and, where appropriate, obtains collateral and other performance assurances from counterparties.
11. PURCHASE COMMITMENTS
POWER AND ELECTRIC CAPACITY
In the ordinary course of business, CPA enters into various power purchase and energy storage agreements in order to acquire renewable and other energy and electric capacity. The price and volume of purchased power may be fixed or variable. Variable pricing is generally based on the market price of electricity at the date of delivery. Variable volume is generally associated with
Agenda Page 615
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2025 AND 2024
31 11. PURCHASE COMMITMENTS (continued)
contracts to purchase energy from as-available resources such as solar, wind, and hydroelectric facilities.
CPA enters into power purchase and energy storage agreements in order to comply with state law and elective targets for renewable and greenhouse gas (GHG) free products and to ensure stable and competitive electric rates for its customers.
The following table represents the expected, undiscounted contractual commitments for energy storage, power, and electric capacity outstanding as of June 30, 2025:
Totals are rounded to the nearest thousand.
As of June 30, 2025, CPA had non-cancellable contractual commitments to contract and professional service providers through December 31, 2027, for services yet to be performed. Fees associated with these contracts are based on volumetric activity and are expected to be approximately $15 million.
12. JOINT VENTURE
In July 2022, CPA’s Board of Directors authorized CPA to join California Community Choice Financing Authority (CCCFA) as a founding member. CPA joined CCCFA in September 2022 and participates in the Joint Powers Agreement with CCCFA along with other founding members (Central Coast Community Energy, Ava Community Energy, MCE, and Silicon Valley Clean Energy). Other CCAs are associate members, receiving the benefits of CCCFA but are not represented on the CCCFA Board of Directors. CCCFA was created on June 25, 2021, and its financial statements are available online at http://www.cccfa.org/keydocuments.html.
CCCFA was formed as a conduit issuer to assist its members by undertaking the financing or refinancing of energy prepayments on behalf of one or more of the members by, among other
Agenda Page 616
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2025 AND 2024
32 12. JOINT VENTURE (continued)
things, issuing or incurring tax-advantaged bonds and entering into related contracts with its members. No debt, liability, or obligation of CCCFA is considered a debt, liability, or obligation of any member of CCCFA. Any debt or liability incurred by CCCFA on behalf of a member to prepay for renewable energy is not a debt or liability of that member. Furthermore, the assets of CCCFA in the form of prepaid energy or reserves held by the respective bond trustees for any prepayment transaction undertaken on behalf of a member do not constitute an asset or reserve of that member.
Each member of CCCFA is responsible for paying an equal portion of CCCFA’s general and administrative operating costs as determined by its board. During the year ending June 2024, CPA contributed approximately $30,000 to CCCFA to assist in its operating activities. No contributions were requested by CCCFA during the year ending June 2025.
In February 2023, CCCFA issued the first series of Clean Energy Revenue Bonds on behalf of CPA in the par amount of $998,780,000, and in June 2023, it issued the second series of Clean Energy Revenue Bonds on behalf of CPA in the par amount of $958,290,000. In 2024, CCCFA issued three additional series of Clean Energy Revenue Bonds on behalf of CPA in the par amounts of $1,524,180,000 in August, $1,152,995,000 in November, and $1,290,750,000 in December. The proceeds were used to finance energy purchases that will flow to CPA over a term of 30 years. CPA will purchase energy from CCCFA in the same manner as CPA purchases energy from other suppliers. The outstanding purchase commitments related to these financings are included in Note 11.
13. FUTURE GASB PRONOUNCEMENTS
The requirements of the following GASB Statements are effective for future fiscal years ending after June 30, 2025
GASB No. 103, Financial Reporting Model Improvements, and GASB No. 104, Disclosure of Certain Capital Assets.
Management is evaluating the effects of the implementation of these statements.
14. SUBSEQUENT EVENTS
New Community Enrollments
In October 2025, CPA will begin providing electric service to thirty-two thousand additional customer accounts located in La Cañada Flintridge, Lynwood, and Port Hueneme.
Agenda Page 617
FY 2024/25
Budget
FY 2024/25
Actual
FY 2024/25
Budget Variance
(Under) Over
FY 2024/25
Actual / Budget
%
FY 2024/25
Remaining
Budget
FY 2024/25
Remaining
Budget %
Operating revenues
Revenue - electricity, net 1,582,354,000 $ 1,440,562,620 $ (141,791,380) $ 91% 141,791,380 $ 9% Other revenues 2,939,000 2,906,373 (32,627) 99% 32,627 1% Total operating revenues 1,585,293,000 1,443,468,993 (141,824,007) 91% 141,824,007 9% Energy costs
Energy procurement 1,277,421,945 1,393,295,000 (115,873,055) 92% 115,873,055 8% Total energy costs 1,393,295,000 1,277,421,945 (115,873,055) 92% 115,873,055 8% Operating revenues less energy costs 166,047,048 191,998,000 (25,950,952) 86% 25,950,952 14%Operating Expenditures Staffing 24,076,000 22,779,394 (1,296,606) 95% 1,296,606 5% Technical services 1,936,000 1,531,201 (404,799) 79% 404,799 21% Legal services 1,089,000 747,742 (341,258) 69% 341,258 31% Other professional services 2,257,000 1,331,507 (925,493) 59% 925,493 41% Communications and outreach 3,982,000 3,561,996 (420,004) 89% 420,004 11% Mailers 842,000 489,845 (352,155) 58% 352,155 42% Billing data manager 12,041,000 11,289,323 (751,677) 94% 751,677 6% SCE services 2,250,000 2,097,975 (152,025) 93% 152,025 7% Customer programs 13,208,000 3,719,274 (9,488,726) 28% 9,488,726 72% General and administrations 5,828,000 3,286,198 (2,541,802) 56% 2,541,802 44% Total operating expenditures 67,509,000 50,834,456 (16,674,544) 75% 16,674,544 25% Operating income 124,489,000 115,212,592 (9,276,408) 93% 9,276,408 7% Non-operating revenues (expenditures) Interest income 9,503,000 22,299,651 12,796,651 235% (12,796,651) Finance and interest expense (645,000) (611,293) 33,707 95% (33,707) 5% Total non-operating revenues (expenditures) 8,858,000 21,688,357 12,830,357 245% (12,830,357) Change in net position 133,347,000 136,900,950 3,553,950 103% (3,553,950) Other uses Capital outlay 325,000 10,183 (314,817) 3% 314,817 97% Depreciation and Amortization (794,000) (617,357) 176,643 78% (176,643) 22% Total other uses (469,000) (607,174) (138,174) 129% 138,174 Change in fund balance $ 133,816,000 $ 137,508,123 $ 3,692,123 103% $ (3,692,123)
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
BUDGETARY COMPARISON SCHEDULE
FOR FISCAL YEAR ENDED JUNE 30, 2025
Agenda Page 618
Presentation of
FY 2024-25 Financial Results
November 6, 2025
Agenda Page 619
Summary
CPA received a “clean” audit opinion of its FY 2024-25 financial results from its auditor, Baker Tilly.
CPA increased its net position and liquidity by $137 million and $107 million respectively.
Days Liquidity on Hand (DLOH)* and the Reserve Percentage (Net position plus Fiscal Stabilization Fund / Annual Expenses) increased to 180 days and 45% respectively.
CPA’s FY 2024-25 financial results were impacted by:
• A decrease in retail rates in March 2025 and milder weather conditions than forecasted
• Lower than budgeted market prices for energy
• Increase in investments and favorable interest rates improved interest income CPA was within budget limits for all budget expense line items. 2 *Days liquidity on hand is calculated as the sum of available cash including investments and available line of credit, divided by expenses for the 12 trailing months, divided by 365.
Agenda Page 620
Balance Sheet
(Statement of Net Position)
Found on page 13 of the FY 2024-25
Audited Financial Statements
(see attachment 1)
3 Agenda Page 621
Balance Sheet Highlights
Cash and Liquidity
• Available cash increased by $153M or 39%.
Accounts Receivable
• The allowance for uncollectible debt increased in FY2024-25 primarily due to lower collection rates from active residential accounts. This contributed to the year-over-year decrease in AR of $46M, which is reported net of the allowance for uncollectable debt.
Current liabilities
• Decreased by $137M year-over-year due to delayed invoicing by an energy supplier in FY 2024-25.
Fiscal Stabilization Fund
• FSF balance remains constant year-over-year at $135 million, there were no transfers or withdrawals into or out of the FSF in FY 2024-25.
4 Agenda Page 622
Income Statement
(Statement of Revenues, Expenses, and Changes in Net Position) Found on page 14 of the FY 2024-25
Audited Financial Statements
(see attachment 1)
5 Agenda Page 623
Income Statement Highlights
Operating revenues
• Increased by $87M year-over-year due to a $135M transfer to the Fiscal Stabilization Fund in FY 2023-24 which reduced revenues, offset by an electricity rate reduction which went into effect in March 2025.
Cost of electricity
• Increased by $68M year-over-year due primarily to an increase in the cost of renewable energy and resource adequacy.
Interest and investment income
• Increased by $11M year-over-year due to an increase in investments. 6 Agenda Page 624
Budget to Actual Analysis
7 Operating revenues were $142 million or 9% under budget due to a decrease in retail rates in March 2025 and milder weather conditions than expected, which reduced electricity consumption and revenue.
Other revenues arise primarily from funding received through the California Public Utilities Commission (CPUC) to offset Power Share Program costs.
Agenda Page 625
Budget to Actual Analysis
8 Energy procurement costs were $116M or 8% lower than budget due to the non utilization of contingencies, mild weather conditions and lower than budgeted market prices.
Net operating revenues (row 7) were $26M or 14% lower than budgeted, which was expected due to the rate change in March 2025.
Agenda Page 626
Budget to Actual Analysis
9 Operating expenses were $17M or 25% under budget due primarily to non-utilization of contingencies, conservative use of funds, and the delayed timing of expense incurrences for customer programs.
CPA was within budget limits for all budget expense line items.
Agenda Page 627
Budget to Actual Analysis
10 Interest income exceeded the budget due to increases in investments and cash balances in high interest-earning accounts.
The overall change in net position for FY 2024-25 was $4M or 3% higher than budgeted.
Agenda Page 628
Questions?
Agenda Page 629
Customer Program 2024-2025
Budget
2024-2025
Actual
Variance
Over/(Under) Variance % 2025-2026 Budget Variance Reason Current Status EV Charger Incentives
(CALeVIP) 452,784 183,543 (269,457) -59% 215,893 Rebate Disbursement Timing
Program closed to new applicants by California Energy Commission; Reserved funds to be disbursed by end of 2025 or returned to CPA.
Energy Team 292,000 350,374 58,374 20% 623,928 -- Service launched in fall 2024, enhanced to include wildfire resiliency in October 2025.
EV SmartCharge (Managed
Charging) 400,000 236,939 (163,061) -41% 1,500,450 Customer Adoption Program launched in January 2025, adding new vehicle eligibility and expanding outreach.
Energized Communities 2,825,445 180,095 (2,644,905) -94% 3,002,400 Disbursement Timing Launched Community Charging and 2nd Innovation Fund round, 17 communities enrolled in pathways and 4 Innovation Fund projects.
Sun Storage Rebate 1,750,000 102,285 (1,647,715) -94% 1,700,000 Customer Adoption Sun Storage Rebate on-going, launch Resilience + incentive in September 2025.
Solar & Battery Access Program
(LMI Solar and Storage) 1,050,000 - (1,050,000) -100% 47,250 Timing of Program Launch / Change in Actual Cost
Program launched in mid-2025 and is actively enrolling customers.
Vendor contracted for less than budgeted.
Instant AC & Cooling for
Landlords (Low Income AC) 1,500,000 40,425 (1,459,575) -97% 1,001,400 Timing of Program Launch / Customer Adoption Consumer approach launched October 2025; Property owner technical assistance RFP expected in Q1 2026.
Power Response 1,059,000 515,231 (543,769) -51% 957,676 Customer Adoption Program on-going; Low adoption rate among commercial property owners and plateaued enrollments from smart devices.
Power Share 2,481,728 1,767,056 (714,944) -29% 3,864,536 Delay in Project Completion CPA projects not complete, purchasing lower cost temporary resources.
Reach Codes Technical
Assistance 292,000 249,777 (42,223) -14% 525,070 -- On-going; Program to sunset December 2025 Power Ready 375,000 93,552 (281,448) -75% 650,900 Timing Delays Finishing recruiting for Round 2 projects and performing technical reviews.
EV Charging Technical
Assistance 425,000 - (425,000) -100% 135,000 Timing of Program Launch RFP expected in Q1 2026 Workforce Development 305,000 102,750 (202,250) -66% -- Timing of Program Launch in Ventura County Workforce Development was recategorized in FY25/26.
Wildfire Recovery -- -- -- -- 200,000 -- Evaluating program support needs and opportunities TOTAL $13,207,737 $3,719,275 $(9,488,725) -72% $14,424,503 Customer Programs Budget v. Actual
12 Agenda Page 630
Select Financial Indicators
Working capital and unrestricted cash decreased year over year due to an increase in long-term investments.
Days Liquidity on Hand increased from 158 to 180 days as a result of an increase in cash which has been used to purchase long term investments, thereby increasing total liquidity offset by a reduction in the bank line of credit from $160 million to $120 million 13 Agenda Page 631
Staff Report – Agenda Item 8
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: 2026 Power Charge Indifference Adjustment (PCIA) and Rates Outlook
Date: November 6, 2025
Receive a presentation on the 2026 PCIA and rates outlook.
ATTACHMENTS
1. 2026 PCIA and Rates Outlook Presentation
Agenda Page 632
2026 PCIA/SCE Rates: First Look
November 6, 2025
Agenda Page 633
Summary
On October 1 SCE implemented a generation rate increase. This increase did not directly impact CPA customers but significantly improved CPA’s competitive position. Concurrently, SCE implemented a delivery rate increase, which impacted all customers, including CPA customers In October, SCE also filed its Energy Resource Recovery Account (ERRA) Update with the CPUC. The ERRA proceeding will determine PCIA rates for CPA customers and generation rates for SCE generation (e.g. “bundled”) customers starting January 2026 SCE’s proposal would increase PCIA rates and total bills for all CPA customers and reduce SCE generation rates, significantly worsening CPA’s competitive position beginning January 1, 2026.
This potential outcome was previewed with the Board during CPA’s annual rate setting process earlier this year
The precise impact of the rate changes will remain uncertain until the CPUC makes a decision on the ERRA proposal in December and SCE publishes its new rates near the end of December o CPA and CalCCA are advocating for modifications to SCE’s proposal consistent with regulations and past precedent. If adopted, these changes would reduce the magnitude of the PCIA increase The Board could consider a rate adjustment prior to the normal FY 2026 -2027 rate setting cycle either in December for a February 1 rate change, or in February for a rate change no later than March 1.
SCE’s January rate changes will not impact bill comparisons for residential and small business customers in the communities that began service in October 2025 (Phase 7 customers) Agenda Page 634
The SCE generation rate increased 18% on October 1, ending a 12-month off-cycle rate reduction that was triggered in 2024 by a previous $742 million overcollection of generation revenues
The SCE generation rate increase does not impact CPA customer bills but improves CPA’s competitive position
Delivery rates also increased 10%, stemming from SCE’s General Rate Case, raising average residential bills for both CPA and SCE customers by about $15 per month SCE raised generation and delivery rates on October 1
Energy Product July 2025 Comparison to SCE October 2025 Comparison to SCE SCE Base $188 $212
Lean $184 -2% $199 -6.2%
Clean $188 0% $203 -4.4%
100% Green $199 +6% $214 +0.9%
Average Monthly Total Residential Bill
*Total bills include generation, delivery, PCIA, and other surcharges, and are based on representative estimated 2018 PCIA vintage rate schedules and average customer usage and load profiles. Individual customer comparisons vary by specific rate schedule and customer usage.
Agenda Page 635
2026 ERRA Forecast October Update
SCE’s October ERRA update is the first detailed look at SCE’s forecasted 2026 PCIA and bundled generation rates, to be implemented January 2026 SCE’s October 15 ERRA update filing contained several errors and changes to methodology for valuing Resource Adequacy (RA) assets in the PCIA portfolio After CPA and CalCCA experts brought these issues to SCE’s attention, SCE issued an amendment to the update on October 27
If approved by the CPUC, the amended ERRA update will result in a 12% decrease in SCE generation rates and a 3.4 cent per kWh increase in PCIA rates for most CPA customers CPA, CalCCA, and other CCAs in SCE service territory are advocating to the CPUC for additional modifications to SCE’s ERRA proposal to Credit CCA customers for the value of banked renewable energy credits (RECs) they paid for before enrolling in CCA service o This issue has been raised in past ERRA proceeding and is likely to be resolved this year Staff has conducted an initial analysis of SCE’s proposal, looking at:
1) The impact on customer bills based on the changing PCIA and delivery rates 2) Expected total bill comparisons based on updated SCE generation rates plus the new 2026 PCIA Agenda Page 636
Bill Impacts
SCE’s proposed 2018 vintage PCIA rates paid by ~95% of CPA customers would increase by 3.4 cents per kWh, flipping from a 1 cent bill credit to a 2.4 cent charge on most CPA residential bills
The 2023 vintage PCIA rates for customers in communities that began service in 2024 – Hermosa Beach, Monrovia, and Santa Paula – would increase 4.9 cents, going from a 2.1 cent credit to a 2.8 cent charge
SCE delivery rates are also projected to increase about 1.5% in January 2026 for all residential customers
Rate Product Current 2018 PCIA Vintage 2023 PCIA Vintage January 2026 % Bill Change January 2026 % Bill Change
Lean $199 $219 +10.0% $227 +14.1%
Clean $203 $223 +9.9% $231 +13.7%
100% Green $214 $234 +9.3% $243 +13.6%
Average Monthly Total CPA Residential Bill Change – SCE Amended ERRA Update* *Percent bill change is the estimated change in CPA customer bills from October 2025 to January 2026 based on projected PCIA and SCE rates as of January 1, 2026. Total bills include generation, delivery, PCIA and other surcharges and are based on representative estimated 2018 and 2023 PCIA vintage rate schedules and average customer usage and load profiles. Individual customer comparisons vary by specific rate schedule and customer usage.
Agenda Page 637
Competitive Impacts
Based on the amended ERRA update, SCE’s average generation rates would decrease about 12% compared to current October 1 rates
Combined with the increase in PCIA rates, this would increase residential bill comparisons for most CPA customers to levels similar to where there were in January 2025, prior to the rate adjustment adopted by the Board in February 2025 and implemented in March 2025 Total bill comparisons for residential customers in Hermosa Beach, Monrovia, and Santa Paula would be about 4 percentage points higher for all energy products due to a larger PCIA swing Energy
Product
July 2025
Target
Comparison
to SCE October 2025 Comparison
to SCE
2018 PCIA Vintage 2023 PCIA Vintage
January 2026 Comparison
to SCE January 2026 Comparison
to SCE
SCE Base $188 $212 $206 $206
Lean $184 -2% $199 -6.2% $219 +6.7% $227 +10.6%
Clean $188 0% $203 -4.4% $223 +8.5% $231 +12.5%
100% Green $199 +6% $214 +0.9% $234 +14.0% $243 +17.9%
Average Monthly Total Residential Bill Comparisons – SCE Amended ERRA Update* *Total bills include generation, delivery, PCIA and other surcharges and are based on representative estimated 2018 and 2023 PCIA vintage rate schedules, average customer usage and load profiles, and projected SCE rates as of January 1, 2026. Individual customer bills and comparisons vary by specific rate schedule and customer usage.
Agenda Page 638
Historical Rate Comparisons
Part of CPA’s value proposition is to have rates that are competitive with SCE CPA’s Board typically sets rates annually in June along with the fiscal year budget to provide rate stability and predictability; interim adjustments are possible in response to exceptional circumstances
o Most recently, in February 2025 the Board adopted a March 1 rate adjustment based on CPA’s strong financial position and the impact of SCE rate changes on CPA customer bills and competitiveness
Due to market conditions, multiple SCE rate changes, and annual volatility in the PCIA, comparisons can fluctuate over the course of a year
Energy
Product
Targets for
FY 22/23
(July 2022)
Actual
Comparison
(Feb 2023)
Actual
Comparison
(April 2023)
Targets for
FY 23/24
(July 2023)
Actual
Comparison
(October
2023)
Actual
Comparison
(June 2024)
Targets for
FY 24/25
(July 2024)
Actual
Comparison
(October
2024)
Actual
Comparison
(January
2025)
Actual
Comparison
(March
2025)
Targets for
FY 25/26
(July 2025)
Actual
Comparison
(October
2025)
Projected
Comparison
(January
2026)
Lean Power -1% -16% -6% -2% -5% -3% -1% +4% +7.0% +0% -2% - 6% +7% Clean Power 0%
(parity) -15% -5% -1% -4% -2% 0% (parity) +5% +8.0% +1% 0% (parity) - 4% +9% 100% Green
Power +3% -12% -1% +3% 0% (parity) +3% +5% +10% +13.0% +6% +6% +1% +14% CPA-SCE Average Total Bill Comparisons – Residential Customers *Total bills include generation, delivery, PCIA and other surcharges and are based on representative 2018 PCIA vintage rate schedules and average customer usage and load profiles. Individual customer bills and comparisons vary by specific rate schedule and customer usage Agenda Page 639 .
Next steps
At the November Executive Committee meeting, staff will seek guidance on a recommended interim rate adjustment timing and level, for the Board’s consideration either in December for a rate change on February 1, or in February for a rate change no later than March 1 o Acting in December for a February rate change would provide customers with quicker bill relief. However, this approach involves significant uncertainty as SCE rates could swing based on the outcome of disputed issues, and CPA will have fewer months of financial results available to inform the decision. Board action in December would be to adopt a rate approach rather than exact rates
o In February SCE rates will be known, and with two additional months of actual results there will be greater certainty about the impact of a rate adjustment on CPA’s projected financial results for the full fiscal year Based on feedback from Executive Committee, staff will return to the Board with options for an interim rate change. Those options will continue CPA’s Board-endorsed practice of harmonizing bill comparisons across PCIA vintages, with the exception of new communities during their first enrollment year
CPA, CalCCA, and the other CCAs in SCE territory are responding to SCE’s ERRA filing, advocating for modifications to SCE’s treatment of banked RECs Staff is beginning to consider CPA’s rate setting strategy for fiscal year 2026/27 which begins next July. Full fiscal year rate scenarios will consider CPA’s Reserve Policy targets, CPA’s competitive position, and other factors
Agenda Page 640
Discussion
Agenda Page 641
$0.05
$0.10
$0.15
$0.20
$0.25
$0.30
$/kWh
Residential Electricity Rates 2019-2025*
SCE Delivery (Equal
for All Customers)
CPA Generation -
100% Green Power
CPA Generation -
Lean Power
SCE Generation -
Base Rate
Actual Projected
*Annualized rates based on
2024 average monthly customer
usage. Generation rates
inclusive of PCIA, Competition
Transition Charge, and
Generation Municipal Surcharge.
Delivery rates inclusive of
Wildfire Fund Charge and Fixed
Recovery Charge. Projections
based on SCE Amended ERRA
Forecast, October 27, 2025.
CPA has maintained long-term competitiveness
though electricity bills continue to rise
Agenda Page 642
Management Report
To: Board of Directors
Subject: Management Report
Date: November 6, 2025
Awards from the Los Angeles Business Council and Active SGV Clean Power Alliance received two awards in October. Early in the month, the Los Angeles Business Council presented CPA with its 2025 Energy Team Leadership Award for its work together with Pattern Energy and the Southwest Power Group in bringing the SunZia wind and transmission project to fruition after more than a decade of pre-development activities. Later in the month, Active SGV presented CPA with its 2025 Public Agency of the Year award for support of local sustainability programs and projects throughout the San Gabriel Valley.
2026 Resource Adequacy Year-Ahead Filing
On October 30, CPA filed its 2025 Year-Ahead Resource Adequacy (RA) filing showing full compliance with its 2026 RA reliability requirements. The Year-Ahead RA filing requires Load Serving Entities to show they have procured 90% of their RA requirements for the following year. The remainder of the requirements are demonstrated in Month-Ahead RA filings that are submitted six weeks before the beginning of each month.
Meeting CPA’s RA requirements has been difficult (and expensive) in recent years, but this year went more smoothly as more of CPA’s long-term contracts have come online and started delivering RA, reducing CPA’s reliance on short-term RA contracts. Short-term prices for RA have also fallen as more new RA resources have come online across the state, easing some of the market scarcity that existed as recently as last year.
Monthly Financial Performance
CPA’s net position increased $14.5 million in August, $22.6 million more than the budgeted decrease of $8.1 million. August results were ahead of budget largely due to moderate weather, which caused stable energy costs while supporting consistent
Agenda Page 643
Board of Directors Management Report
electricity demand. Operating expenses were below budget, while non-operating income was better than budgeted. The monthly financial dashboard for August is provided in Attachment 1. For the year-to-date CPA is ahead of budget by $24.3 million.
Phase 7 Enrollment Activities
CPA began providing electricity service in La Cañada Flintridge, Lynwood, and Port Hueneme on October 1. Post-enrollment noticing is underway and customers are beginning to receive their first bills with CPA charges having replaced SCE generation charges. As is typical during this stage of enrollment, customer activity has begun to level off; it is expected to pick back up later in November and continue through the end of the year. As of October 26, 4.5% of eligible customers had opted-out and 0.9% 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 28, 2025, CPA’s overall participation rate was 92.8%, unchanged 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.” CPA had 1,069,170 active customers as of October 28, up more than 25,000 customers compared to the beginning of October due to the enrollment of Phase 7 customers. Opt-outs during October – 674 – were similar to August, which posted 632 opt-outs. Participation rates and active accounts by member agency, excluding Phase 7 communities, are provided in Attachment 2.
Customer Service Center Performance
Incoming calls to CPA’s Customer Service Center fell significantly in October to 2,270 calls, compared to September at 3,491 calls, reflecting a slowdown from Phase 7 cities.
Call center performance improved, with 94% of calls answered within 45 seconds in October, compared to 93% in September. Average call center wait time was 12 seconds, compared to 13 seconds in the previous month.
Agenda Page 644
Board of Directors Management Report
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. August 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 645
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
August
2025
Financial Dashboard
Note: Numbers may not sum up due to rounding.
Active Accounts
1,041,327
Participation Rate
92.9%
YTD Sales Volume
2,045 GWh
August Volume
1,099 GWh
Res
53%
Com - Lg
18%
Com - Sm
27%
Agr/Oth
2%
In August 2025 CPA’s net position increased by $14.5 million, $22.6 million more than the budgeted decrease in net position of $8.1 million. August 2025 revenues were $3.6 million (3%) higher than budgeted and energy costs for the month were $15.5 million (11%) below budget. Operating expenses were $1.4 million below budget and nonoperating income was $2.1 million above budget.
August’s favorable results are primarily attributable to moderated wholesale energy prices caused by relatively mild weather.
Year-to-date, CPA’s net position increased by $14.5 million, $24.3 million higher than the budgeted decrease of $9.8 million. YTD revenues were $270.2 million, $9.6 million or 3% less than budgeted primarily due to July’s moderate temperatures which resulted in lower load than expected. YTD energy cost was $251.1 million, $29.6 million or 11% less than budgeted primarily due to the non-utilization of contingencies and lower than budgeted market energy costs. Absent contingencies, energy costs YTD were $11.1 million or 4.2% less than budgeted. Operating expenses were $9.2 million YTD, $2.9 million or 24% less than budgeted primarily due to lower than budgeted spending on customer programs and staffing expenses. Non-operating income, primarily made up of interest income, was $4.6 million YTD, $1.4 million or 42% higher than budgeted.
As of August 31st, 2025, CPA had unrestricted cash, cash equivalents, and investments of $382.4 million, as well as $114.4 million available in its bank line of credit, representing 207 Days Liquidity on Hand. CPA is financially sound and in compliance with its bank and other credit covenants.
Agenda Page 646
CUSTOMER STATUS REPORT
PARTICIPATION BY CITY AND COUNTY
Oct 28, 2025
ACTIVE ACCOUNTS BY ENERGY PRODUCT
Jurisdiction Preferred Energy Option Active Accounts Participation % Lean % Clean % 100% Green % AGOURA HILLS 100% Green 7,999
ALHAMBRA 100% Green 34,282
ARCADIA Lean 22,702
BEVERLY HILLS 100% Green 18,619
CALABASAS 100% Green 9,269
CAMARILLO 100% Green 28,963
CARSON Clean 29,561
CLAREMONT 100% Green 12,718
CULVER CITY 100% Green 19,342
DOWNEY Clean 36,965
HAWAIIAN GARDENS Clean 3,656
HAWTHORNE 100% Green 28,504
HERMOSA BEACH 100% Green 9,897
LOS ANGELES COUNTY 100% Green 294,742
MALIBU 100% Green 6,268
MANHATTAN BEACH 100% Green 15,186
MONROVIA 100% Green 16,084
MOORPARK Clean 11,448
OJAI 100% Green 3,454
OXNARD 100% Green 56,176
PARAMOUNT Clean 15,810
REDONDO BEACH 100% Green 33,361
ROLLING HILLS ESTATES 100% Green 3,595
SANTA MONICA 100% Green 55,669
SANTA PAULA 100% Green 9,416
SIERRA MADRE 100% Green 4,917
SIMI VALLEY Lean 43,445
SOUTH PASADENA 100% Green 11,576
TEMPLE CITY Lean 12,710
THOUSAND OAKS 100% Green 44,462
VENTURA 100% Green 44,960
VENTURA COUNTY 100% Green 33,039
WEST HOLLYWOOD 100% Green 26,692
WESTLAKE VILLAGE Lean 3,708
WHITTIER Clean 31,766
TOTAL
89.2% 3.9% 0.4% 95.7%
95.3% 2.2% 0.1% 97.7%
95.0% 99.8% 0.1% 0.1%
97.4% 2.4% 0.1% 97.6%
92.6% 3.6% 0.3% 96.1%
89.7% 2.3% 0.1% 97.6%
95.5% 1.7% 96.1% 2.3%
91.0% 3.5% 0.3% 96.2%
95.0% 4.2% 1.0% 94.8%
95.0% 1.7% 97.3% 1.0%
95.4% 1.4% 96.4% 2.1%
97.0% 1.0% 0.1% 98.9%
92.2% 3.1% 0.6% 96.3%
94.2% 2.5% 30.3% 67.2%
94.2% 3.3% 0.4% 96.3%
94.8% 3.4% 0.4% 96.2%
90.3% 5.2% 0.5% 94.3%
85.6% 3.3% 96.1% 0.6%
88.6% 6.0% 1.2% 92.8%
92.6% 3.9% 0.5% 95.6%
96.6% 0.3% 94.5% 5.2%
95.8% 2.6% 0.1% 97.2%
92.0% 8.0% 1.4% 90.6%
94.9% 3.5% 0.6% 95.9%
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% 8.1% 1.4% 90.5%
89.2% 4.9% 1.0% 94.1%
84.6% 7.0% 1.0% 92.0%
97.0% 2.6% 0.3% 97.1%
87.8% 99.4% 0.1% 0.5%
94.0% 2.0% 97.2% 0.8%
1,040,961 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%
20.8%
68.3%
1,040,961
113,149
217,130
710,682
91.7% 91.7%
Agenda Page 647
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
Previous 12 Months
Long-Term Energy Contract Transactions, Administrative Amendments, Letter Agreements and Terminations Executed Under Chief Executive Officer's Authority
Agenda Page 648
Vendor Purpose Month NTE Amount Status Notes
GDS Associates
Technical support for long-term energy
contracts
Oct-25 $95,000 Active
Julia Valler, Inc. Event staffing for LA Car Show Oct-25 $24,948 Active 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
Non-Energy Contracts Executed Under Chief Executive Officer Authority Rolling 12 months.
Agenda Page 649
New Block Digital Agency Website QA services Nov-24 $25,000 Active 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
Agenda Page 650