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Exhibit S - 11
[Remainder of Page Left Intentionally Blank.]
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Exhibit S - 12
IN WITNESS WHEREOF, the Parties hereto have caused this Consent to be duly executed and delivered by their duly authorized officers on the dates indicated below their respective signatures. [NAME OF PROJECT COMPANY],
[Legal Status of Project Company].
CLEAN POWER ALLIANCE OF
SOUTHERN CALIFORNIA,
a California joint powers authority.
By:
___________________________________
[Name]
[Title]
Date: ___________________________
By:
___________________________________
[Name]
[Title]
Date: ___________________________
[NAME OF COLLATERAL AGENT],
[Legal Status of Collateral Agent].
By:
________________________________
[Name]
[Title]
Date: ___________________________
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Exhibit S - 13
SCHEDULE A
[Describe any disclosures relevant to representations and warranties made in Section 3.4]
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Exhibit T - 1
EXHIBIT T
[Intentionally Omitted]
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Exhibit U - 1
EXHIBIT U
Supply Chain Code of Conduct
Buyer is committed to ensuring that the fundamental human rights of workers are protected, including addressing the potential risks of forced labor, child labor, servitude, human trafficking and slavery across our portfolio.
Our requirements and expectations for Seller’s supply chain are detailed below in our Supply Chain Code of Conduct (“Supply Chain Code”). Seller must comply with all applicable Laws and this Supply Chain Code, even when this Supply Chain Code exceeds the requirements of applicable Law.
These standards are derived from the United Nations Guiding Principles on Business and Human Rights, the Core Conventions of the International Labour Organization (“ILO”), including the ILO Declaration on Fundamental Principles and Rights at Work, the Solar Energy Industries Association Solar Industry Commitment to Environmental & Social Responsibility, and the Responsible Business Alliance Code of Conduct.
1. Freely Chosen Employment
Forced, bonded (including debt bondage) or indentured labor, involuntary or exploitative prison labor, slavery or trafficking of persons is not permitted. This includes transporting, harboring, recruiting, transferring, or receiving persons by means of threat, force, coercion, abduction or fraud for labor or services. There shall be no unreasonable restrictions on workers’ freedom of movement in the facility in addition to unreasonable restrictions on entering or exiting company provided facilities including, if applicable, workers’ dormitories or living quarters. All work must be voluntary, and workers shall be free to leave work at any time or terminate their employment without penalty if reasonable notice is given as per worker’s contract. Employers, agents, and sub-agents’ may not hold or otherwise destroy, conceal, or confiscate identity or immigration documents, such as government-issued identification, passports, or work permits. Employers can only hold documentation if such holdings are required by law. In this case, at no time should workers be denied access to their documents. Workers shall not be required to pay employers’ agents or sub-agents’ recruitment fees or other related fees for their employment. If any such fees are found to have been paid by workers, such fees shall be repaid to the worker.
2. Young Workers
Child labor is not to be used in any stage of manufacturing. The term “child” refers to any person under the age of 15, or under the age for completing compulsory education, or under the minimum age for employment in the country, whichever is greatest. Suppliers shall implement an appropriate mechanism to verify the age of workers. The use of legitimate workplace learning programs, which comply with all laws and regulations, is supported.
Workers under the age of 18 shall not perform work that is likely to jeopardize their health or safety, including night shifts and overtime. Suppliers shall ensure proper management of student workers through proper maintenance of student records, rigorous due diligence of educational partners, and protection of students’ rights in accordance with applicable laws and regulations. Suppliers shall provide appropriate support and training to all student
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Exhibit U - 2
workers. In the absence of local law, the wage rate for student workers, interns, and apprentices shall be at least the same wage rate as other entry-level workers performing equal or similar tasks. If child labor is identified, assistance/remediation is provided.
3. Working Hours
Studies of business practices clearly link worker strain to reduced productivity, increased turnover, and increased injury and illness. Working hours are not to exceed the maximum set by local law. All overtime must be voluntary.
4. Wages and Benefits
Compensation paid to workers shall comply with all applicable wage laws, including those relating to minimum wages, overtime hours and legally mandated benefits. In compliance with local laws, workers shall be compensated for overtime at pay rates greater than regular hourly rates. Deductions from wages as a disciplinary measure shall not be permitted. For each pay period, workers shall be provided with a timely and understandable wage statement that includes sufficient information to verify accurate compensation for work performed. All use of temporary, dispatch and outsourced labor will be within the limits of the local law.
5. Humane Treatment
There is to be no harsh or inhumane treatment including violence, gender-based violence, sexual harassment, sexual abuse, corporal punishment, mental or physical coercion, bullying, public shaming, or verbal abuse of workers; nor is there to be the threat of any such treatment. Disciplinary policies and procedures in support of these requirements shall be clearly defined and communicated to workers.
6. Non-Discrimination/Non-Harassment
Suppliers should be committed to a workplace free of harassment and unlawful discrimination. Companies shall not engage in discrimination or harassment based on race, color, age, gender, sexual orientation, gender identity and expression, ethnicity or national origin, disability, pregnancy, religion, political affiliation, union membership, covered veteran status, protected genetic information or marital status in hiring and employment practices such as wages, promotions, rewards, and access to training. Workers shall be provided with reasonable accommodation for religious practices. In addition, workers or potential workers should not be subjected to medical tests that could be used in a discriminatory way or otherwise in violation of applicable law. This was drafted in consideration of ILO Discrimination (Employment and Occupation) Convention (No.111).
7. Freedom of Association
In conformance with local law, Suppliers shall respect the right of all workers to form and join trade unions of their own choosing, to bargain collectively, and to engage in peaceful assembly as well as respect the right of workers to refrain from such activities. Workers and/or their representatives shall be able to openly communicate and share ideas and concerns with management regarding working conditions and management practices without fear of discrimination, reprisal, intimidation, or harassment.
8. Restricted Jurisdictions
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Exhibit U - 3
Supplier shall not manufacture or produce products in the Xinjiang Uyghur Autonomous Region of China, or knowingly procure goods and services mined, produced or manufactured in the same.
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Exhibit V - 1
EXHIBIT V
MATERIAL PERMITS
No. Permits
1 Special Use Permit – County of Tulare
2 Grading Permit – County of Tulare
3 Building Permit – County of Tulare
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Exhibit W - 1
EXHIBIT W
Force Majeure and/or Development Cure Period Claim Form Instructions
A. Please review Article 10 and Exhibit B (if applicable) of the Power Purchase Agreement prior to filling out the form.
B. Fill out the form completely and return to your assigned Contract Manager at CPA.
Seller: [Name] Project: [Name]
Current Guaranteed Construction Start Date: [Date]
New Guaranteed Construction Start Date (if Seller’s claims are validated in full): [Date] Guaranteed Commercial Operation Date: [Date]
New Guaranteed Commercial Operation Date (if Seller’s claims are validated in full):
[Date]
1. Please describe the claimed Force Majeure Event or other event giving rise to the claimed Development Cure Period delay(s) (the “Claimed Event”), including its cause, date of commencement and date it ended or is anticipated to end. If the event is claimed as a Force Majeure Event, please describe how it meets the definition of Force Majeure.
2. Please specify the extent of the delay or prevented performance caused by the Claimed Event, including the relief claimed thereby. Describe how the claimed relief was calculated/determined, accounting for individual developments causing such delay or prevented performance.
3. With respect to a Claimed Event other than a Force Majeure Event, please describe the commercially reasonable efforts taken by Seller to prevent such event.
4. Please describe the commercially reasonable efforts taken to mitigate the delays or nonperformance caused by the Claimed Event and specify how such efforts reduced the delay days or nonperformance that would otherwise have occurred absent such mitigation.
5. Please attach supporting documentation, including without limitation:
• Force Majeure notices or other correspondence received from suppliers and/or contractors that describe the basis for and extent of the Claimed Event.
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Exhibit W - 2
• Documentation, contracts, and/or correspondence with suppliers and/or contractors evidencing the claiming Party’s mitigation efforts.
• Project schedule and/or GANTT charts that demonstrate the effect of the Claimed Event on the Guaranteed Commercial Operation Date.
By signing this Claim form, I attest and affirm that I am authorized to sign this form on behalf of the Seller, that I have reviewed this Claim, including any attached documentation, and that the facts and statements made in this Claim are true and correct to the best of my knowledge.
Signed:
Name:
Title:
Date:
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Staff Report – Agenda Item 9
To: Board of Directors
From: Jennifer Giles, Strategic Accounts Executive
Reviewed by: Matthew Langer, Chief Operating Officer
Karen Schmidt, Senior Director, Rates and Strategy
Nancy Whang, General Counsel
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Customer Contract Pricing Policy and The Claremont Colleges Electricity Services Agreement
Date: July 2, 2026
RECOMMENDATION
(a) Adopt Resolution No. 26-07-110 approving the Customer Contract Pricing Policy (“Policy”); and
(b) Approve and authorize Chief Executive Officer to execute an Electricity Services Agreement with The Claremont Colleges, Inc. consistent with the Policy.
BACKGROUND
As part of California's energy restructuring, the Legislature adopted direct access (DA) in 1996, and it was first implemented in 1998. DA is a program that allows non-residential customers to procure their own power. Participants can sign a service agreement with an Energy Service Provider (ESP) to meet their electricity generation needs. DA customers contract to have their load served for a fixed period of time. Once the contract has ended, DA customers can stay with their existing ESP, switch to another ESP, or migrate back to either a CCA or Investor-Owned Utility (IOU). DA was partially suspended during the 2001 energy crisis and later reopened with a cap of 13% of IOU load. The cap was increased by the legislature in 2021 to the current 15.4% of IOU load. Open cap space, if Agenda Page 293
Board of Directors Item 9
any, is allocated by a lottery run annually by each IOU. SCE is expected to have an available allotment in 2027.
In light of this DA environment, CPA faces increasing opt-out risk from commercial customers seeking to enter into DA service. In 2026, CPA lost around 1,500 non-residential customer accounts to DA and staff expects a continued high level of interest in DA in coming years. ESPs may offer competitive pricing but cannot always offer high levels of renewable or carbon-free energy. Additionally, some large customers who opted out of CPA – typically during initial enrollment periods – have expressed interest in returning to CPA service to achieve their sustainability goals at predictable and competitive rates. Retaining customers who may be considering leaving for DA and acquiring new customers who contribute to CPA’s margin while pursuing high levels of renewable energy consumption, supports CPA’s financial position, translating into overall rate stability and operating expense coverage over time.
The Claremont Colleges
One such customer in the situation described above is the Claremont Colleges1. The Claremont Colleges opted their largest account out of CPA service during CPA’s mass enrollment in 2019. The Claremont Colleges is interested in enrolling in CPA service for 100% renewable energy to meet their environmental and sustainability goals and is proposed to be the first customer returning to CPA service under the Policy.
In March 2026, the CPA Board received a presentation from staff on the concept of entering into custom pricing contracts in order to retain existing large commercial customers and attract new ones. Staff incorporated Board feedback into a draft Customer Contract Pricing Policy that was presented to the Executive Committee in June 2026. The Executive Committee unanimously recommended that the Board adopt the Policy, with the expectation that staff would bring both the Policy and a proposed contract with The 1 Located in the City of Claremont, The Claremont Colleges include Pomona College, Harvey Mudd College, Scripps College, Pitzer College, Claremont McKenna College, Keck Graduate Institute, and Claremont Graduate University.
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Board of Directors Item 9
Claremont Colleges consistent with the Policy to the Board for consideration at the July 2, 2026 Board meeting.
DISCUSSION
The proposed Policy sets out the parameters under which a customer could enter into a customer pricing contract with CPA. Key recommended elements of the Policy, including customer eligibility requirements, pricing, energy products, contract terms, load caps, and Board approval and reporting requirements are summarized in the table below.
Policy Parameter Recommendation
Customer Eligibility • Non-residential customers who have won the Direct Access lottery and/or have not been a CPA customer for at least three years
• Minimum 1 gigawatt-hour (GWh) of eligible load per customer Feasibility Study • Eligible customers must provide historical and forecasted load data • CPA will conduct a financial analysis to determine whether contract pricing would be cost effective
Pricing Options • Fixed Rate: rate calculated based on CPA costs, fixed for the contract term • Fixed Comparison: rate adjusted annually to ensure a targeted comparison with SCE over the contract term
• Other Approaches: could be considered based on customer interest (e.g., day-ahead pricing exposure, virtual PPAs) as long as CPA’s financial and risk management objectives are met
Pricing Parameters • Contract pricing will be set to recover the accounts’ cost of service including CPA’s targeted contribution to margin.
• Price will include a contribution to margin that is not less than 2% of total contract revenue over the duration of the term.
• Pricing would be customized based on customer’s actual load/cost profile and customer objectives, and could be a fixed rate, a targeted comparison to SCE, or other approaches, provided CPA’s financial and risk management objectives are met
Contract Term • 2 – 10 years
Program Participation
Cap
• 400 GWh annually (~3.5% of CPA’ total load)
Customer Load Cap • 100 GWh annually
Energy Product
Options
• 100% renewable energy; or
• 100% carbon-free with at least 60% renewable energy; or • Custom product that steps up over time to reach 100% renewable or carbon-free energy by the final year of the term and matches or exceeds Clean Power renewable energy content each year
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Board of Directors Item 9
Board Approval and
Reporting
• Contracts under the Policy would require Board approval, except for those with customers who have won the DA lottery for which authority would be delegated to the CEO
• Board would receive quarterly reports on contracts executed under the Policy including customer names, load, energy products, and contract length
The proposed Policy limits the energy product options to either (i) 100% renewable energy, (ii) 100% carbon-free with at least 60% renewable energy, or (iii) a customer product that reaches 100% renewable or clean energy over time. This is meant to ensure the contracts align with CPA’s mission to be a leader in clean energy rather than simply seeking to add or retain any customer regardless of clean energy content.
Contracts under the Policy would require Board approval except for those with customers who have won the DA lottery. The DA lottery includes very tight decision windows for customers to stay with CPA or leave, and customers require certainty of their options to make a choice. For these customers, the Policy delegates authority to the CEO or COO so that CPA can act quickly to retain these customers.
The Policy and delegation of authority would be reviewed annually and may be adjusted by the Board based on knowledge gained from the first year of implementation.
Proposed Claremont Colleges Electricity Services Agreement (ESA) The material terms of the Claremont Colleges ESA being presented to the Board for approval is consistent with the proposed Policy and has been approved by the Claremont Colleges’ administration.
2 The proposed ESA includes the following material terms:3 • 100% Green Power throughout the term
2See article in the Claremont Colleges student newspaper: https://tsl.news/5cs-to-switch-to-100-renewable-electricity/ 3 Sensitive terms, such as the price or termination payment, have been redacted consistent with CPA and industry practice as the disclosure of this information would harm the interest of CPA in that any such disclosure could result in a competitive disadvantage for CPA in negotiations for other interested customers. Board members who wish to review the redacted terms should contact Chief Operating Officer Matt Langer ([email protected]) to arrange a briefing.
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Board of Directors Item 9
• 3-year term beginning January 1, 2027, with the option to renew for two additional 3-year terms, subject to adjustment in pricing upon renewal based on changes in market conditions and/or CPA cost of service
• Contract rate is a fixed price premium to SCE generation rates with a forecasted 2% contribution to CPA margin over the life of the contract • Annual load of approximately 63 GWh
• Provisions addressing load growth, caps on the amount of load subject to the contracted price, the ability to add additional service accounts to the contract, and confidentiality.
• Damages for early termination by either party
The ESA would reduce the community-wide electricity-based greenhouse gas emissions in the City of Claremont by an additional 33 million pounds per year, on top of the estimated 58 million pounds annual reduction the City has achieved since implementing the 100% Green Power default rate in 2022.
Next Steps
If the Board adopts the Policy and approves The Claremont Colleges ESA, the CEO will execute the agreement and CPA service to the Colleges’ account will begin in January 2027, following SCE’s required 6-month advance notice of the account’s departure.
The Strategic Accounts team will field inquiries from customers about contract pricing options, and staff will conduct feasibility studies for customers who express interest and meet the minimum qualifications under the Policy. As the 2027 DA lottery is completed later this summer, staff will monitor and engage with customers who are interested in staying with CPA and accessing or maintaining high levels of renewable and carbon-free energy content.
FISCAL IMPACT
Through the feasibility study process, staff will develop and evaluate contract pricing options that take into consideration CPA’s risk exposure and that result in a projected Agenda Page 297
Board of Directors Item 9
contribution to margin commensurate with CPA’s overall margin targets. The potential for unanticipated losses due to changes in market conditions and/or CPA’s costs would be limited by the Policy’s 400 GWh enrollment cap. The Policy would not result in any incremental new operating expenses, and a projected annual contribution to margin of approximately $500,000 at full enrollment would help support CPA’s overall operating expenses and reserve targets. If approved, The Claremont Colleges contract estimated revenue is between $4-6 million per year, with an estimated average contribution to margin of $80,000-$120,000 per year.
ATTACHMENTS
1. Resolution No. 26-07-110
2. Proposed Customer Contract Pricing Policy
3. The Claremont Colleges, Inc. Electricity Services Agreement
4. Customer Contract Pricing Presentation
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RESO NO. 26-07-110
RESOLUTION NO. 26-07-110
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
TO ADOPT A CUSTOMER CONTRACT PRICING POLICY
THE BOARD OF DIRECTORS OF THE CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA DOES HEREBY FIND, RESOLVE, AND ORDER AS FOLLOWS:
WHEREAS, the Clean Power Alliance of Southern California (formerly known as Los Angeles Community Choice Energy Authority) (“Clean Power Alliance” or “CPA”) was formed on June 27, 2017;
WHEREAS, on March 5, 2026, the Board of Directors (“Board”) received information on the need to address opt-out risk from commercial customers seeking to enroll in Direct Access (“DA”) and the desire by commercial customer to obtain high levels of renewable energy at predictable rates, and the potential program offering to retain or attract customers in a manner that is financially viable to CPA; WHEREAS, on June 18, 2026, CPA presented the Executive Committee with a copy of the draft Customer Contract Pricing Policy (“Policy”) as well as additional information about the proposed program and also sought feedback from the Executive Committee on whether and if so, the scope of authority that may be delegated to staff; WHEREAS, CPA’s Executive Committee voted unanimously to recommend to the Board approval of the draft Policy and recommended that all contracts negotiated pursuant to the Policy should be brought to the Board except that the Chief Executive Officer (“CEO”) be delegated authority to execute contracts with qualified non-residential customers who have been accepted to participate in the Direct Access (“DA”) lottery given the need to respond quickly to DA-eligible customers who desire certainty; WHEREAS, on July 2, 2026 the Board of Directors (“Board”) was presented with a staff report, presentation, a draft Policy reflecting the Executive Committee’s recommendation as well as additional information supporting the need to approve the Customer Contract Pricing Policy. The Board also received information about minimum qualifications, application process, pricing structures, load caps, energy products, with specified delegation of authority, and other terms and conditions; WHEREAS, the Board desires to adopt the attached Policy for non-residential customers, which would allow CPA to retain existing customers, acquire new customers, and expand customer access to renewable energy to contribute to CPA’s financial, environmental, and other policy objectives;
WHEREAS, the Policy, as set forth herein, establishes a process for offering customized rates to certain qualified non-residential customers at CPA; and
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RESO NO. 26-07-110
WHEREAS, the Board finds it reasonable and prudent to establish and maintain the Policy and delegate the authority to administer the Policy to CPA’s Chief Executive Officer and Chief Operating Officer as specified and limited in Exhibit A.
NOW THEREFORE, BE IT DETERMINED, ORDERED, AND RESOLVED, BY
THE BOARD OF DIRECTORS OF THE CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA THAT:
1. The Board of Directors hereby approves Policy No. 2026-21 Customer Contract Pricing Policy, attached as Exhibit A.
APPROVED AND ADOPTED this 2nd day of July 2026.
Robert Parkhurst, Chair
ATTEST:
Gabriela Monzon, Board Secretary
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RESO NO. 26-07-110
Exhibit A
Customer Contract Pricing Policy
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1 Policy Title Customer Contract Pricing
Policy Number 2026-21 Effective Date Original: 07/02/2026 I. Purpose
The purpose of this Customer Contract Pricing Policy (Policy) for non-residential customers is to retain existing customers, acquire new customers, and expand customer access to renewable energy to contribute to Clean Power Alliance of Southern California’s (CPA) financial, environmental, and other policy objectives.
The Policy, as set forth herein, establishes a process for offering customized rates to certain non-residential customers at CPA.
II. Process for Applying for Customer Contract Pricing
A. Minimum Qualifications
To be eligible to be evaluated under II.B., below, customer account(s) must meet the following minimum criteria, individually or collectively:
1. Be on a non-residential rate schedule;
2. Be eligible for CPA service;
3. Either (a) have been opted out of CPA service for at least three years prior to customer’s inquiry with CPA; or (b) be an active CPA account that has been selected in the most recent SCE Direct Access lottery and which the account holder is considering opting out of CPA service to Direct Access within one year;
4. A customer account or combined customer accounts, if multiple accounts are requested to be considered, must have a projected aggregate annual load of at least one (1) gigawatt-hour (GWh) but not greater than 100 GWh to be evaluated.
5. Only customer accounts meeting the Minimum Qualifications as specified in Section II.A.1-4, herein, may participate under the Policy. Customer accounts owned by the same customer that do not meet the Minimum Qualifications may not participate.
B. CPA Feasibility Study
Once CPA determines that a customer qualifies under Section II.A., CPA will conduct a financial analysis to determine whether contract pricing would be cost effective for CPA and, if so, what rate CPA can offer for the applicable customer accounts that achieves the targeted contribution to margin, per section IV.A.1.
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2 1. Interested customers must execute an application agreement with CPA outlining the information customer must provide for CPA to complete a feasibility study, the extent to which certain information will be treated as confidential, and other terms reasonably required by CPA.
2. Interested customers must provide historical load data and estimated future load in a form agreeable to CPA in order for CPA to initiate the study.
3. Upon receipt of the data specified in II.B.1, above, CPA shall complete the study.
C. Eligible Customers
If a customer meets criteria under the Feasibility Study, CPA and customer can enter into contract negotiations.
D. Other Requirements
In order to enter into an agreement, an eligible customer must agree to periodic electricity load assessments. Significant load growth or reduction at the time of the assessment may be subject to contract rate/pricing adjustments, as further specified in the agreement. Customers must also consent to provide information that will allow CPA to meet its reporting obligations as specified in Section VI.
III. Delegation of Authority
A. The Board of Directors delegates to the Chief Executive Officer (CEO) the authority to negotiate and execute contracts that meet the condition prescribed in Section II.A.3.b and meet all other conditions prescribed in this Policy. Contracts that do not meet the condition prescribed in Section II.A.3.b shall require individual Board approval.
B. Section IV contains the minimum general terms and conditions that must be included in a Customer Contract Pricing contract (“Material Terms”). Any terms that do not meet these Material Terms must be brought to the Board for approval.
The negotiation and agreement of any non-Material Terms, such as terms for contract extension or renewal, adjustments to load or pricing, early contract termination, damages, and other items as needed and reasonable based on the customer’s individual requirements and circumstances, are delegated to the CEO C. In the event of a Vacancy, as defined herein, the CEO may appoint the Chief Operating Officer (COO) to act on the CEO’s behalf or if no designee is selected, the COO may act independently until such time as the Vacancy no longer exists.
A “Vacancy” includes paid time off, termination of employment, or a leave authorized under CPA’s Employee Handbook.
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3 IV. Other Requirements
A. Pricing
1. Any negotiated price must recover the accounts’ cost of service, which includes CPA’s targeted contribution to margin, but in no event a margin of less than two percent of projected total contract revenue, over the duration of the Term.
2. Available customized pricing structures include:
a. Fixed Rate – flat or escalated generation rate;
b. Fixed Comparison – fixed comparison to (i) the SCE total billed rate or (ii) certain SCE rate components for the term; or,
c. Other pricing approaches (e.g. hourly day-ahead pricing, virtual PPAs, or a combination of approaches).
B. Energy Product Delivered
Contracts will specify the renewable energy content to be delivered over the duration of the contract term consistent with the following options:
1. CPA’s 100% Green Power product;
2. 100% carbon-free energy customer product with at least 60% renewable energy; or
3. A custom product that steps up over time to reach 100% renewable or carbon-free energy by the final year of the term and matches or exceeds CPA’s Clean Power product renewable energy content, but in no case less than 60% renewable energy, each year.
C. Customer and Program Caps
Individual customer participation in Contract Pricing is capped at 100 GWh of annual load and must be at least 1 GWh of annual load. Total load served across all customers under Contract Pricing is capped at 400 GWh per year.
D. Term
The term of Contract Pricing agreements must be at least two (2) years and not more than ten (10) years in duration.
E. Billing Mechanism
Contract rate customers are billed through CPA’s billing agent, and charges are presented on their SCE statements. Depending on the contract terms, true ups may be required during the contract term.
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4 F. Participation in other Programs
Unless otherwise specified in the Contract Pricing agreement, customers served by CPA with a contract rate can concurrently participate in other CPA and SCE Programs for which they are eligible.
V. Board Reporting
The CEO shall report on a quarterly basis, the customers participating under the Policy, length of contracts, annual load, and energy products. The Policy shall be reviewed by the Board annually, and any policy adjustments and lessons learned will be brought to the Board for consideration at that time.
VI. Periodic Review of Policy
The CEO will review this Policy on an annual basis to determine whether it should be amended, supplemented, or updated to account for changing business conditions and/or lessons learned in implementation. If an amendment is warranted, a Policy amendment will be submitted to the Board for approval.
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Clean Power Alliance
Electricity Service Agreement
ELECTRICITY SERVICE AGREEMENT
BY AND BETWEEN
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
AND
THE CLAREMONT COLLEGES, INC.
PREAMBLE
This Electricity Service Agreement (“Agreement”) is by and between The Claremont Colleges, Inc., a California nonprofit corporation, with its principal place of business located at 101 S. Mills Avenue, Claremont, California 91711 (“Customer”), and Clean Power Alliance of Southern California, a California Joint Powers Authority, with its primary business address at 801 S. Grand Ave., Suite 400, Los Angeles, California 90017, doing business as Clean Power Alliance of Southern California (“CPA”). CPA and Customer may be referred to individually as a “Party” or collectively as the “Parties.”
AGREEMENT
1. INCORPORATION OF PREAMBLE AND EXHIBITS
The Parties to this Agreement agree and attest to the truth and accuracy of the provisions contained in the Preamble set forth above. The provisions of the Preamble are hereby incorporated and made a part of this Agreement by this reference. The Parties agree that this Agreement has been entered into, at least in part, in consideration of the provisions contained in the Preamble, as well as the provisions contained in the balance of this Agreement. Unless the context otherwise expressly requires, all references in this Agreement to Exhibits are to the Exhibits of this Agreement, which are attached hereto and incorporated herein by this reference.
2. DEFINITIONS
Definitions of the terms used in this Agreement and not otherwise defined in the body hereof are set forth in Exhibit A.
3. TERM OF AGREEMENT
(a) The initial term of this Agreement shall commence on the Effective Date and shall remain in full force and effect until the earlier of (a) the last day of the last Billing Cycle of the later of (i) the third (3rd) Contract Year, or (ii) the last Extension Term, or (b) the effective date of an early termination of the Agreement as set forth herein (“Delivery Term”).
(b) CPA shall have the right to extend the Delivery Term for two (2) additional three (3)-year terms (each a “Term Extension”) by providing written notice to Customer not less than twelve months prior to the end of the then-current Delivery Term (“Term Renewal Notice”). Customer shall have sixty (60) days to provide written notice to CPA rejecting the Term Extension (“Renewal Rejection Notice”). If Customer does not provide a Renewal Rejection Notice within sixty (60) days of receipt of a Term Renewal Notice, the Term Extension shall automatically go into effect at the end of the Delivery Term. At CPA’s discretion, CPA may request a Term Extension with modified terms and conditions under which it is willing continue to provide electricity services under this Agreement along with reasonable documentation that such changes are commercially reasonable and Agenda Page 306
3 consistent with then-prevailing market rates for comparable long-term Community Choice Aggregator (“CCA”) electricity services agreements (“Agreement Modification Notice”), in lieu of a Term Renewal Notice. Customer shall have sixty (60) days to provide written notice to CPA of acceptance of the Agreement Modification Notice (“Modification Acceptance Notice”) If Customer does not provide a Modification Acceptance Notice within sixty (60) days of receipt of a Agreement Modification Notice, the Delivery Term shall terminate at the end of the Delivery Term.
(c) If CPA delivers to Customer an Agreement Modification Notice within sixty (60) days of receipt of a Term Renewal Notice, Customer shall have sixty (60) days to either accept or reject the terms of Agreement Modification Notice. If Customer fails to respond within sixty (60) days of receipt of an Agreement Modification Notice, such offer from CPA shall be deemed rejected and the Delivery Term shall terminate at the end of the Delivery Term.
(d) Applicable provisions of this Agreement shall continue in effect after termination, including early termination, to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination.
4. ELECTRICITY RATES; LOAD CAP ADJUSTMENTS
(a) Electricity Rates. With respect to the energy charge component of Customer’s electricity rates, CPA shall provide electricity generation service consisting of one hundred percent (100%) PCC1 renewable energy to all Accounts at the Contract Rate up to the aggregate amount in any Calculation Period of one hundred twenty percent (120%) of the Base Year Load (“Load Cap”). For purposes of this Agreement, (i) “Base Year” means the twelve (12)-month period from June 1, 2025 through May 31, 2026, or the most recent twelve (12)-month period immediately prior to Seller’s delivery of a Term Renewal Notice, if applicable; and (ii) “Base Year Load” means the aggregate electricity used by the Accounts in the Base Year, net of onsite generation, in the amount of 62,939,826 kWh, as such amount may be revised to reflect a new Base Year pursuant to Section 4(a)(i). For all electricity generation service to all Accounts above the Load Cap in any Calculation Period, CPA’s then-current Standard Rate Schedule shall apply. Customer shall also be charged all applicable charges from both SCE and CPA pursuant to the applicable tariffs. During the Delivery Term, all terms and provisions of this Agreement shall govern and supersede any and all electricity generation rates, terms, provisions or contracts governing electric service of Customer from CPA. Except as set forth in this Agreement, CPA’s Terms and Conditions of Service (available on CPA’s website, as may be updated from time to time) shall also apply to provision of electric service to Customer from CPA.
(b) Load Cap Adjustments. Customer shall use commercially reasonable efforts to promptly notify CPA of any anticipated material increase or decrease in its electricity load or load profile with respect to any Account, including due to the addition of any on-site generating capacity installed at Customer’s premises. Customer may request a change to the Load Cap, and CPA shall respond in writing to any Load Cap adjustment request within forty-five (45) days of receipt, and shall not unreasonably withhold agreement to an increase in the Load Cap driven by electrification initiatives, new building construction, or electric vehicle infrastructure deployment at Customer's premises.
5. BILLING AND PAYMENT; BILLING TRUE-UP
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4 (a) Billing and Payment. CPA charges will be presented to the Customer on the Customer’s regular monthly SCE bill utilizing the meter data collected and transmitted to CPA by SCE. Payment will be collected and remitted to CPA by SCE through the normal billing and payment process.
(b) Billing True-Ups. Within thirty (30) days following the effective date of any update to the applicable tariff rates by SCE which are used to calculate the Contract Rate, CPA shall conduct a true-up, if applicable, for any prior bills and reflect such adjustments on the Customer’s monthly bill within the following two Billing Cycles.
6. NO BYPASS OR SUBSTITUTION
Customer shall, with respect to all Accounts, take all electricity generation service requirements from CPA during the Delivery Term, except that Customer and each Affiliate may, without CPA consent and without triggering a termination payment obligation, (a) install and operate additional on-site generating capacity interconnected behind Customer's or any Affiliate's retail meter(s), (b) enter into power purchase agreements for behind-the-meter solar, battery storage, or other distributed energy resources at any Account premises, and (c) participate in any demand response, virtual power plant, or grid services program offered by SCE, CPA, or any state or local agency Additional Customer accounts may be added to this Agreement only by written notice from Customer to CPA, subject to Load Cap adjustment as set forth in Section 4(b).
7. EVENTS OF DEFAULT; REMEDIES; TERMINATION PAYMENT
(a) Events of Default. An “Event of Default” shall mean, with respect to a Party (the “Defaulting Party”) that is subject to the Event of Default the occurrence of any of the following:
(i) the failure by such Party to make, when due, any payment required pursuant to this Agreement and such failure is not remedied within thirty (30) days after written notice thereof;
(ii) the failure by such Party to perform any material covenant or obligation set forth in this Agreement and such failure is not remedied within thirty (30) days after written notice thereof; or
(iii) such Party becomes Bankrupt.
(b) Termination. If an Event of Default with respect to a Defaulting Party shall have occurred, the other Party (“Non-Defaulting Party”) shall have the following rights:
(i) to send written notice designating the last day of the applicable billing cycle as an early termination date of this Agreement (“Early Termination Date”) that terminates this Agreement and ends the Delivery Term effective as of the Early Termination Date;
(ii) to accelerate all amounts owing between the Parties, and to collect as liquidated damages the Termination Payment, calculated in accordance with Section 6(c) or (d), as applicable;
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5 (iii) to withhold any payments due to the Defaulting Party under this Agreement;
(iv) to suspend performance; and
(v) to exercise any other right or remedy available at law or in equity, including specific performance or injunctive relief, except to the extent such remedies are expressly limited under this Agreement; provided, payment by the Defaulting Party of the Termination Payment, as applicable, shall constitute liquidated damages and the Non-Defaulting Party’s sole and exclusive remedy for such termination and the Event of Default related thereto.
(c) Termination for Convenience. Either Party may terminate this Agreement at any time for any reason in its sole discretion by providing no less than ninety (90) days advance written notice to the other Party; provided, prior to exercising any termination rights, the Parties shall work together in good faith to identify and resolve any issues giving rise to the potential termination. CPA and Customer each agree to make commercially reasonable efforts to mitigate concerns, address performance issues, and implement mutually agreed corrective actions designed to avoid termination whenever reasonably possible. Such efforts shall include timely communication, cooperation, and an opportunity to cure any alleged breach or deficiency as provided in this Agreement. If a Party terminates this Agreement as set forth in this Section 7(c), such terminating Party shall pay to the other Party a termination payment as set forth in Section 7(d) or 7(e), as applicable. (d) Customer Termination Payment. In the event that (i) CPA terminates this Agreement pursuant to Section 7(b) due to a Customer Event of Default or (ii) Customer terminates this Agreement pursuant to Section 7(c), Customer understands and agrees that CPA will suffer damages resulting from reducing or terminating long-term commitments that CPA made on behalf of Customer prior to such reduction or termination, and Customer shall pay to CPA $ per kWh of estimated remaining electricity that would have been delivered to Customer for the remainder of the Delivery Term, not to exceed an amount equal to months of the fee payable under this Agreement, regardless of the amount of time remaining in the Term or any Term Extension, as mutually agreed by the Parties in writing within thirty (30) days of the termination date, or if the Parties cannot agree, as determined by an independent energy consultant with experience in California CCA markets, mutually selected by the Parties within fifteen (15) days of the expiration of such thirty (30)-day period, with the costs of such consultant shared equally (a “Customer Termination Payment”). Customer agrees that the damages faced by CPA in the event of such termination will be difficult or impossible to determine, and that the Customer Termination Payment is a fair and reasonable approximation of such damages and is in the nature of liquidated damages and not in the nature of a penalty. Notwithstanding anything to the contrary in this Agreement, in the event that (i) CPA terminates this Agreement pursuant to Section 7(b) due to a Customer Event of Default or (ii) Customer terminates this Agreement pursuant to Section 7(c), Customer’s total financial obligation for any termination fee, early termination charge, liquidated damages, or similar payment shall not exceed an amount equal to months of the fee payable under this Agreement, regardless of the amount of time remaining in the Term or any Term Extension. The Parties acknowledge and agree that this limitation shall apply at all times during the Agreement, including during the initial three (3)-year Delivery Term. (e) CPA Termination Payment. In the event that (i) Customer terminates this Agenda Page 309
6 Agreement pursuant to Section 7(b) due to a CPA Event of Default or (ii) CPA terminates this Agreement pursuant to Section 7(c), CPA understands and agrees that Customer will suffer damages resulting from the need to replace such electricity services, and CPA shall pay to Customer $ per kWh of estimated remaining electricity that would have been delivered to Customer for the remainder of the Delivery Term, not to exceed an amount equal to months of the fee payable under this Agreement, regardless of the amount of time remaining in the Term or any Term Extension, as mutually agreed by the Parties in writing within thirty (30) days of the termination date, or if the Parties cannot agree, as determined by an independent energy consultant with experience in California CCA markets, mutually selected by the Parties within fifteen (15) days of the expiration of such thirty (30)-day period, with the costs of such consultant shared equally (a “CPA Termination Payment”). CPA agrees that the damages to be faced by Customer in the event of such termination will be difficult or impossible to determine, and that the CPA Termination Payment is a fair and reasonable approximation of such damages and is in the nature of liquidated damages and not in the nature of a penalty. Notwithstanding anything to the contrary in this Agreement, in the event that (i) Customer terminates this Agreement pursuant to Section 7(b) due to a CPA Event of Default or (ii) CPA terminates this Agreement pursuant to Section 7(c), CPA’s total financial obligation for any termination fee, early termination charge, liquidated damages, or similar payment shall not exceed an amount equal to months of the fee payable under this Agreement, regardless of the amount of time remaining in the Term or any Term Extension. The Parties acknowledge and agree that this limitation shall apply at all times during the Agreement, including during the initial three (3)-year Delivery Term. (f) Notice of Payment of Termination Payment or Damage Payment. As soon as practicable after a termination of this Agreement pursuant to Section 7(b) or 7(c), but in no event later than sixty (60) days after the Early Termination Date, written notice shall be given by the Party calculating the Customer Termination Payment or CPA Termination Payment, as applicable, to the other Party of the amount of such Customer Termination Payment or CPA Termination Payment, as applicable. Such notice shall include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Customer Termination Payment or CPA Termination Payment, as applicable, shall be made within ten (10) days after delivery of such notice.
8. FORCE MAJEURE EVENT
Neither Party shall be considered to be in default in performance of any of its obligations under this Agreement when a failure of performance is due to a Force Majeure Event. The term “Force Majeure Event” as used in this Agreement, shall mean any cause beyond the reasonable control of the Party affected, and which by exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome or obtain or cause to be obtained a commercially reasonable substitute therefor. Force Majeure Event may include, to the extent consistent with the foregoing, Act of God, flood, drought, earthquake, storm, tornado, fire, explosion, lightning, epidemic, public emergency, war, riot, civil disobedience, labor strike, labor dispute, labor or materials shortage (however labor or materials shortage does not include the mere inability to obtain that labor or material at a particular price), sabotage, restraint by court order, restraint by public authority, or action or non-action by governmental authority or accident. No Party shall, however, be relieved of liability for failure of performance if such failure is due to causes arising out of its own negligence or due to Agenda Page 310
7 removable or remediable causes which it fails to take reasonable efforts to remove or remedy within a reasonable time, or due to mere fluctuations in market prices. Nothing contained herein shall be construed to require a Party to settle any strike or labor dispute in which it may be involved. Either Party rendered unable to fulfill any of its obligations under this Agreement by reason of a Force Majeure Event shall give prompt written notice of such fact to the other Party.
9. LIMITATION OF LIABILITY
EXCEPT TO THE EXTENT PART OF (A) AN EXPRESS REMEDY OR MEASURE
OF DAMAGES HEREIN, (B) INCLUDED IN A LIQUIDATED DAMAGES CALCULATION, OR (C) RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT, NEITHER PARTY TO THIS AGREEMENT SHALL BE
LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, PUNITIVE, EXEMPLARY,
INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOSSES OR DAMAGES FOR
LOST REVENUE OR LOST PROFITS, WHETHER FORESEEABLE OR NOT,
ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT, BY STATUTE, IN TORT OR CONTRACT.
ALL LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE PERTAINING TO CUSTOMER’S LIMITATION OF LIABILITY AND THE PARTIES’ WAIVER OF CONSEQUENTIAL
DAMAGES, SHALL APPLY EVEN IF THE REMEDIES FOR BREACH OF WARRANTY PROVIDED IN THIS AGREEMENT ARE DEEMED TO “FAIL OF THEIR ESSENTIAL PURPOSE” OR ARE OTHERWISE HELD TO BE INVALID OR UNENFORCEABLE.
FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS AND EXCLUSIVE
REMEDY OR MEASURE OF DAMAGES IS 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.
10. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other Party as follows:
(a) Such Party is duly organized, validly existing and in good standing under the laws of the state of its formation and is qualified to conduct business in California and in each other jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of such Party. (b) Such Party has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on such Party’s performance under this Agreement. The execution, delivery and performance of this Agreement by such Party has been duly authorized by all necessary corporate action on the part of such Party and does not and will not require the consent of any trustee or Agenda Page 311
8 holder of any indebtedness or other obligation of such Party or any other party to any other agreement with such Party.
(c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by such Party with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any law presently in effect having applicability to such Party, the documents of formation of such Party or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which such Party is a party or by which any of its property is bound.
11. BINDING AGREEMENT; NO ASSIGNMENT.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY
SUCH PARTY. THIS AGREEMENT IS A LEGAL, VALID, AND BINDING
OBLIGATION OF SUCH PARTY ENFORCEABLE IN ACCORDANCE WITH
ITS TERMS, EXCEPT AS LIMITED BY LAWS OF GENERAL APPLICABILITY LIMITING THE ENFORCEMENT OF CREDITORS’ RIGHTS OR BY THE
EXERCISE OF JUDICIAL DISCRETION IN ACCORDANCE WITH GENERAL PRINCIPLES OF EQUITY, ASSIGNMENTS, AND SUCCESSORS IN INTEREST.
CPA and Customer bind themselves, their partners, successors, assigns, executors, and administrators to all covenants and conditions of this Agreement. Except as otherwise set forth in this Agreement, no interest in this Agreement shall be assigned or transferred, either voluntarily or by operation of law, without the prior written approval of the other Party, except that Customer may assign this Agreement to an Affiliate (as defined in Exhibit A) to take over one or more Accounts without the consent of CPA; however, said Affiliate will be bound by all obligations hereunder and Customer shall notify CPA of the assignment (and of any change required with regard to the notice provisions of this Agreement set forth in Article 18) prior to the end of the first Billing Cycle after the Affiliate has received the assignment; Customer may further assign this Agreement, without the consent of CPA, to any successor entity resulting from a reorganization, consolidation, or transfer of facilities management responsibilities among the member institutions of The Claremont Colleges consortium, provided that such successor entity assumes all obligations of Customer hereunder and Customer provides written notice to CPA prior to the end of the first Billing Cycle following such assignment.
12. AMENDMENTS
It is mutually understood and agreed that no alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the Parties hereto and incorporated into this Agreement.
13. INTEGRATED DOCUMENT/TOTALITY OF AGREEMENT
Except as expressly stated otherwise herein, this Agreement and its Exhibits embody the entire agreement between CPA and Customer and its terms and conditions. No other understanding, agreements, or conversations, or otherwise, with any officer, agent, or employee of CPA prior to the execution of this Agreement shall affect or modify any of the terms or obligations contained in any document comprising this Agreement. Any such verbal agreement shall be considered as unofficial information and in no way binding.
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9 14. NO THIRD-PARTY BENEFICIARY
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever.
15. NOTICES
All notices to the Parties hereto shall, unless otherwise requested in writing, be sent to the addresses specified below in this Section 15, an shall be deemed to have been validly served, given or delivered as follows: (a) if sent by United States mail with proper first class postage prepaid, three (3) business days following the date of the postmark on the envelope in which such Notice was deposited in the United States mail; (b) if sent by a regularly scheduled overnight delivery carrier with delivery fees either prepaid or an arrangement with such carrier made for the payment of such fees, the next business day after the same is delivered by the sending Party to such carrier; (c) if sent by electronic communication (including electronic mail or other electronic means) at the time indicated by the time stamp upon delivery and, if after 5 pm, on the next business day; or (d) if delivered in person, upon receipt by the receiving Party.
To CPA addressed as follows:
Clean Power Alliance of Southern California
Attn: Theodore Bardacke
801 S. Grand Ave., Suite 400
Los Angeles, California 90017
Email: [email protected]
And to Customer addressed as follows:
Name: Vanessa Aguirre
Attn: CFS Admin
101 S. Mills Avenue
Claremont, California 91711
Email: [email protected]
16. CAPTIONS
The captions of the various sections, paragraphs and subparagraphs are for convenience only and shall not be considered or referred to in resolving questions of interpretation.
17. STATUTES AND LAW GOVERNING AGREEMENT, AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the state of California. Any judicial proceedings arising under or in relation to this Agreement shall be brought in the Superior Court for the County of Los Angeles. To the extent enforceable, each Party waives its right to a jury trial with respect to any such judicial proceeding.
18. NON-WAIVER
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10 No waiver by a Party of all or any of its rights with respect to a condition, default or other matter arising in connection with this Agreement shall constitute or be deemed a waiver by such Party as to any subsequent condition, default or other matter.
19. RIGHTS AND REMEDIES
Duties and obligations imposed by the Agreement and rights and remedies available thereunder shall be in addition to and not in limitation of duties, obligations, rights and remedies imposed by or available at law.
20. DISPUTE RESOLUTION; ATTORNEYS’ FEES
(a) In the event of any dispute arising under this Agreement, within ten (10) business days following the receipt of a notice from either Party identifying such dispute, authorized members of each Party’s senior management shall meet, negotiate and attempt, in good faith, to resolve the dispute quickly, informally and inexpensively. If the Parties are unable to resolve a dispute arising hereunder within the earlier of either forty-five (45) days of initiating such discussions, or within sixty (60) days after notice of the dispute, either Party may seek any and all remedies available to it at law or in equity, subject to the limitations set forth in this Agreement.
(b) In any proceeding brought to enforce this Agreement or because of the breach by any Party of any covenant or condition herein contained, each Party shall bear its own respective costs, expenses and attorneys’ fees in connection with said action.
21. CONFIDENTIALITY
(a) The Parties to this Agreement agree to maintain as confidential, to the extent permitted by law, Confidential Information.
(b) Customer acknowledges that CPA is a Joint Powers Authority subject to the requirements of the California Public Records Act, Cal. Gov. Code section 7920.000 et seq. CPA acknowledges that Customer may submit information to CPA that Customer considers Confidential Information, proprietary, or trade secret information pursuant to the Uniform Trade Secrets Act (Cal. Civil Code section 3426 et seq.), or otherwise not subject to disclosure pursuant to an exemption to the California Public Records Act (Government Code section 7927.500 et seq.). Customer acknowledges that CPA may submit to Customer information that CPA considers Confidential Information or proprietary or not subject to disclosure pursuant to an exemption to the California Public Records Act (Government Code section 7927.500 et seq.). Upon request or demand of any third person or entity not a Party to this Agreement (“Requestor”) for production, inspection and/or copying of Confidential Information, the Receiving Party to the extent permissible and as soon as practical shall notify the Disclosing Party that such request has been made. The Disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be “Confidential Information” and to prevent release of information to the Requestor by the Receiving Party. Without limiting the Receiving Party’s right to disclose Confidential Information as may be required by law, if the Disclosing Party takes no such action, after receiving the foregoing notice from the Receiving Party, the Receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it.
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11 (c) Notwithstanding the foregoing, either Party may, without the consent of the other Party, disclose Confidential Information to such Party’s Affiliates, and to such Party’s and such Party’s Affiliates’ directors, trustees, officers, administrators, lenders, potential lenders, investors, potential investors, rating agencies, accountants, consultants and attorneys, and CPA may, without the consent of Customer, disclose Confidential Information to CPA’s electricity suppliers or potential electricity suppliers, rating agencies, accountants, consultants and attorneys; provided that in each case such entity is obligated to treat the Confidential Information as confidential under terms no less strict than as those set forth in this Agreement. For Customer energy usage data only, CPA may disclose such data to a third party, without the consent of Customer, for a “primary purpose,” as that term is defined in California Public Utilities Commission Decision 18-06-027, consistent with the requirements of that Decision.
22. OTHER AGREEMENTS
This Agreement shall not prevent CPA from entering into similar agreements with others that do not conflict with the terms hereof.
23. CONSTRUCTION OF THIS AGREEMENT
This Agreement, and each of its provisions, terms and conditions, has been reached as a result of negotiations between the Parties. Each Party has been represented by counsel.
Accordingly, each of the Parties expressly acknowledges and agrees that this Agreement shall not be deemed to have been authored by, prepared by, or drafted by, any particular Party, and that the rule of construction to the effect ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement or in the resolution of disputes. This Agreement is to be construed to effectuate the normal and reasonable expectations of a sophisticated buyer of electricity generation services and a sophisticated provider of such services and shall not be construed either for or against either Party.
24. NO PARTNERSHIP
Neither CPA nor Customer is a partner or joint venturer with the other and nothing in this Agreement may be construed to make them partners or joint venturers or impose any liability as such on either of them.
25. ENFORCEABILITY
If any provision of this Agreement is determined to be illegal or unenforceable, such determination will not affect any other provisions of this Agreement and all other provisions will remain in full force and effect.
26. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument; and, the Parties agree that signatures on this Agreement, including electronic signatures, shall be sufficient to bind the Parties.
[Signature page to follow]
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12 CLEAN POWER ALLIANCE OF
SOUTHERN CALIFORNIA (“CPA”)
Signature Date
Theodore Bardacke Chief Executive Officer
Name Title
THE CLAREMONT COLLEGES, INC.
(“CUSTOMER”)
Authorized Signatory Date
Vanessa H. Aguirre Vice President of Finance/Treasurer
Name of Authorized Signatory Title
Agenda Page 316
Clean Power Alliance
Electric Service Agreement/Exhibit A
EXHIBIT A
DEFINITIONS
“Accounts” means all Customer electric service accounts set forth in Exhibit B. Accounts that are terminated by Customer for non-use are excluded from this definition. “Affiliate” means any entity that is directly or indirectly owned or controlled by Customer or any of the Customer’s member institutions (Claremont Graduate University, Claremont McKenna College, Harvey Mudd College, Keck Graduate Institute, Pitzer College, Pomona College, Scripps College).
“Bankrupt” or “Bankruptcy” means with respect to any entity, such entity that (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law, (b) has any such petition filed or commenced against it which remains unstayed or undismissed for a period of ninety (90) days, (c) makes an assignment or any general arrangement for the benefit of creditors, (d) otherwise becomes bankrupt or insolvent (however evidenced), (e) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (f) is generally unable to pay its debts as they fall due.
“Billing Cycle” means one of twelve (12) monthly scheduled intervals per calendar year, in which electric meters for all Accounts are read, and for which electricity bills are subsequently rendered to Customer.
“Calculation Period” means any twelve (12)-month period on a rolling basis, determined monthly.
“Confidential Information” means any information which is of a non-public, proprietary or confidential nature belonging to the Disclosing Party, including without limitation, all reports and analyses, meter data, technical and economic data, studies, forecasts, trade secrets, research or business strategies, financial or contractual information, customer identity, customer credit history, customer energy usage data, customer contacts, address or telephone numbers, negotiated electricity generation rates, loads, energy requirements, certain sales market information or other written or oral information. Confidential Information may be in any form whatsoever, including without limitation writings, computer programs, logic diagrams, component specifications, drawings or other media.
Only that information disclosed by a Party and clearly designated in writing as “confidential” shall be deemed to be Confidential Information, provided that the following are considered Confidential Information independent of whether they have been designated in writing as such: meter data, consumption patterns, load forecasts, or any item developed based upon Customer’s meter data, Customer bills and billing information. However, aggregate energy statistics that are developed based upon Customer’s meter data as well as other CPA customers’ meter data are not Confidential Information. Examples of such aggregate energy statistics are summaries of overall sales, energy program results, or overall energy load forecasts that do not identify an individual customer.
Verbal information and other information in an intangible form that is intended to be treated as Agenda Page 317
Clean Power Alliance
Electric Service Agreement/Exhibit A
Confidential Information shall be described in writing and identified as “Confidential Information.”
Notwithstanding the foregoing, the term “Confidential Information” shall not include (and neither Party shall be under any obligation to maintain in confidence or not use) any information (or any portion thereof) disclosed to it by the other Party to the extent that such information:
(a) is in the public domain at the time of disclosure; or (b) at the time of or following disclosure, becomes generally known or available through no act or omission on the part of the Receiving Party; or
(c) is known, or becomes known, to the Receiving Party from a source other than the Disclosing Party or its Representatives (as defined herein), provided that disclosure by such source is not in breach of a confidentiality agreement with the Disclosing Party; or (d) is independently developed by the Receiving Party without violating any of its obligations under this Agreement; or
(e) is legally required to be disclosed by judicial or other governmental action; provided, however, that prompt notice of such judicial or other governmental action shall have been given to the Disclosing Party and that the Disclosing Party shall be afforded the opportunity (consistent with the terms of this Agreement) to exhaust all reasonable legal remedies to maintain the Confidential Information in confidence, in accordance with this Agreement. “Contract Rate” means the product of (a) the applicable Energy Charge rates (in $/kWh) and Demand Charge rates (in $/kW-mo) under Option D/D-CPP for Service Metered and Delivered at Voltages Above 50 kV and below 220kV in SCE’s Schedule TOU-8, as may be updated by SCE from time to time, multiplied by (b) 1. and rounded to the nearest $0.00001 for energy charges and rounded to the nearest $0.01 for demand charges. As of the Effective Date, the Contract Rate is as follows, which the Parties acknowledge may be updated from time to time based on SCE rate changes:
The table below illustrates the rate calculation, based on SCE prevailing generation rates as of January 1, 2026:
Season Time-of-use Period
SCE Energy
Charge
($/kWh)*
SCE Demand
Charge
($/kW-mo)*
CPA Contract
Energy Charge
($/kWh)
CPA Contract
Demand
Charge
($/kW-mo)
Summer
On-Peak 0.08994 19.29
Mid-Peak 0.08242 0.00 0.00
Off-Peak 0.05542 0.00 0.00
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Clean Power Alliance
Electric Service Agreement/Exhibit A
Winter
Mid-Peak 0.06414 6.23
Off-Peak 0.06491 0.00 0.00
Super-Off-Peak 0.03404 0.00 0.00
*SCE charges shown are effective as of January 1, 2026, inclusive of all generation charges and discounts applicable to SCE Rate Schedule TOU-8 Option D with service voltage above 50kV and below 220kV
“Contract Year” means a period of twelve (12) consecutive months. The first Contract Year shall commence on the first day of the first full Billing Cycle following the Effective Date and each subsequent Contract Year shall commence on the first day of the billing cycle that begins twelve months following the beginning of the prior contract year. “Delivery Term” has the meaning set forth in Section 3(a). “Disclosing Party” means the Party to whom Confidential Information originally belongs and who (after appropriate notice) shall bear the burden of pursuing legal remedies to retain confidentiality as set forth in the Agreement.
“Effective Date” means the date that the final signatory executes the Agreement. “Portfolio Content Category 1” or “PCC1” means any Renewable Energy Credit associated with the generation of electricity from an Eligible Renewable Energy Resource consisting of the portfolio content set forth in California Public Utilities Code Section 399.16(b)(1), as may be amended from time to time or as further defined or supplemented by Law. “Standard Rate Schedule” is the set of rates for electricity generation service adopted by the CPA’s Board of Directors from time to time as applicable based on the customer’s rate product (i.e. 100% Green Power) and rate schedule, also known as CPA’s Rates. “Receiving Party” means the Party to this Agreement who receives information designated as “Confidential Information” by the Disclosing Party.
“SCE” means Southern California Edison.
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Clean Power Alliance
Electric Service Agreement/Exhibit B
EXHIBIT B
CUSTOMER ACCOUNTS
Service Address Service Account Number
1 MILLS 6TH ST AF, CLAREMONT, CA
91711
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Customer Contract Pricing Policy
Proposal and Contract with The
Claremont Colleges
July 2, 2026
Agenda Page 321
Executive Summary
2 CPA faces increasing opt-out risk from commercial customers seeking to enroll in Direct Access (DA1)
o In 2026, CPA lost around 1,500 non-residential customer accounts to DA and staff expects a continued high level of interest in DA in coming years
A significant pool of large commercial customers want high levels of renewables to achieve sustainability goals at predictable and/or fixed rates for 2-10 years CPA is in a unique position to offer high levels of renewable energy to these customers, something SCE and DA providers can't always offer Keeping existing large customers – or attracting new ones – who provide a margin helps CPA’s financial position which translates into rate stability and covering operating expenses over time
Based on feedback from the Board and Executive Committee beginning in February, staff developed a Customer Contract Pricing Policy under which a customer could enter into a custom pricing contract with CPA under specified terms
Staff is seeking the Board’s approval of the policy and the first customer contract under the policy with The Claremont Colleges for 100% Renewable Energy 1See appendix and staff report for more background on DA Agenda Page 322
Customer Contract Pricing Policy
3 The Policy sets parameters under which a customer could enter into a custom pricing contract with CPA under specified terms
Key proposed elements:
o Eligibility: Non-residential customers who have won the DA lottery and/or have not been a CPA customer for at least three years. Minimum 1 gigawatt-hour (GWh) of eligible load o Feasibility Study: If a customer meets eligibility requirements and provides historical and forecasted load data, CPA will conduct a financial analysis to determine whether contract pricing would be cost effective
o Pricing (modelled in feasibility study): Contract pricing will be set to recover the account’s cost of service including CPA’s targeted contribution to margin, but in no event a margin of less than 2% of total contract revenue over the duration of the term (see next slide) o Contract Term: 2-10 years; damages for early termination o Program Participation Cap: 400 GWh (~3.5% of CPA’s total load) o Customer Load Cap: 100 GWh (one current customer reaches that threshold) o Customer Confidentiality: Contract would allow disclosure of name and basic load info o Energy Product: 100% Green, 100% Clean or a pathway to get there. See next slide o Board Approval and Reporting: All contracts require Board approval except those for customers who have won the Direct Access lottery, in which case CEO will be delegated approval authority. Quarterly reports will be provided to Board.
Agenda Page 323
Pricing and Product Content Options
4 Pricing would be customized based on customer’s actual load/cost profile and customer objectives, while maintaining CPA’s targeted margin
Pricing options include, but are not limited to:
o Fixed Rate: rate calculated based on CPA costs, fixed for the contract term o Fixed Comparison: rate adjusted annually to ensure a targeted comparison with SCE over the contract term
o Other pricing approaches: could be considered based on customer interest (e.g., day-ahead pricing exposure, virtual PPAs) as long as CPA’s financial and risk management objectives are met
Product content offered under the Policy is designed to be consistent with CPA’s mission to be a leader in clean energy
The draft policy offers customers three product content options:
o 100% renewable energy
o 100% carbon-free with at least 60% renewable energy
o Custom product that steps up over time to reach 100% renewable or carbon-free energy by the final year of the term and matches or exceeds Clean Power renewable energy content each year
Agenda Page 324
Board Approval, Limited Delegation, and
Reporting
5 Contracts under the Policy would require Board approval except for those with customers who have won the DA lottery for which authority would be delegated to the CEO; delegation is appropriate because:
o The DA lottery includes tight decision windows for customers to stay with CPA or leave and customers require certainty of their options to make a choice o Delegating approval of these contracts ensures CPA can act quickly to retain these customers The Policy will be reviewed annually and may be revised at that time to account for lessons learned from the first year of implementation
The Board will receive a quarterly report on contracts executed pursuant to the Policy including information such as customer name, annual load, energy product and contract length
Agenda Page 325
The Claremont Colleges
6 Staff has negotiated a contract with the Claremont Colleges who opted out their largest account during mass enrollment in 2019 and is interested in contract pricing for 100% renewable energy to meet its environmental and sustainability goals The contract is consistent with Customer Contract Pricing Policy presented for Board approval today:
o 100% Green Power throughout the term
o 3-year initial term with the option to renew for two more 3-year terms o Contract rate is a fixed price premium to SCE generation rates with a 2% forecasted contribution to CPA margin over the life of the contract
o Annual load of ~63 GWh, making them a top 10 customer o Provisions addressing load growth, caps on the amount of load subject to the contracted price, ability to add additional service accounts to the contract, and confidentiality o Damages for early termination
Material terms of the agreement has been approved by Claremont Colleges administration1 Staff is seeking Board approval of the Claremont Colleges contract consistent with the Policy 1See article in Claremont Colleges student newspaper: https://tsl.news/5cs-to-switch-to-100-renewable-electricity/ Agenda Page 326
Action Requested and Next Steps
7 Action Requested
Approve the adoption of the Customer Contract Pricing Policy Approve the contract with the Claremont Colleges, consistent with the Policy Agenda Page 327
Appendix
Agenda Page 328
Background on Direct Access
9 Direct Access (DA) is a program that allows non-residential customers to procure their own power. o DA participants can enroll with an Energy Service Provider (ESP) to meet their energy needs o ESPs must follow requirements similar to CCAs, such as meeting Resource Adequacy, Renewable Portfolio Standard, Integrated Resource Planning, and other statewide requirements o ESPs typically offer DA customers contracts to serve their load for a fixed period of time and DA customers can switch amongst ESPs or migrate back to a CCA or IOU when their contracts run out o DA rates are frequently customized by load profile and allow flexibility for different pricing structures, customers’ risk appetite, and desired energy mix
As part of California's energy restructuring, the Legislature adopted DA in 1996 and it was first implemented in 1998 o DA was partially suspended during the 2001 energy crisis and later reopened with a cap that was increased by the legislature in 2021 from 13% of IOU load to the current 15.4% Open cap space, if any, is allocated by a lottery run annually by each IOU that customers, even if they are served by a CCA, can choose to enter
o Cap space can open up if a customer migrates from DA to CCA, DA to IOU or if a DA account closes In recent years, SDG&E and PG&E have reached their caps, while SCE has had open cap space o SCE has lower rates than the other IOUs, making it more difficult for DA to be competitive o High short-term market prices in the last several years have made new DA contracts less competitive In 2026, interest in the SCE DA lottery increased due to lower market costs o Around 2000 CPA accounts were eligible to sign DA contracts this year and approximately 1500 left CPA To date, CPA has not had an offering to directly compete with DA beyond standard CPA rates, although customers have approached CPA over the years seeking customized rate options either to directly compete with DA or to meet sustainability goals and objectives
Agenda Page 329
Staff Report – Agenda Item 10
To: Board of Directors
From: Lindsay Descagnia, Vice President, Power Supply
Anthony Boukarim, Resource Planner, Power Supply
Reviewed By: Matt Langer, Chief Operating Officer
Nancy Whang, General Counsel
Approved By: Ted Bardacke, Chief Executive Officer
Subject: 2026 Integrated Resource Plan (IRP)
Date: July 2, 2026
RECOMMENDATION
Receive presentation on the 2026 Integrated Resources Plan (IRP) and provide feedback; and, delegate authority to the Energy Planning & Resources Committee to approve the 2026 IRP for filing with the California Public Utilities Commission.
BACKGROUND
Under California statute (SB 350), the CPUC requires all Load Serving Entities (LSEs), including CPA, to submit an IRP every two years. In practice, this cadence has often been extended by the CPUC; CPA’s last mandated IRP filing was in 2022. The IRP is a long-term planning filing that demonstrates a portfolio buildout capable of meeting CPUC-specified greenhouse gas (GHG) metrics from 2027–2045 and provides input to the CPUC for statewide resource planning. The IRP proceeding may also inform future CPUC procurement orders and support the CAISO transmission planning process and is developed primarily using CPUC-provided inputs and assumptions.
The IRP is not a procurement commitment and does not supersede CPA’s independent procurement authority. As such, actual procurement decisions will vary from the IRP as market conditions and CPA’s portfolio needs evolve. Beyond compliance requirements of
Agenda Page 330
Board Of Directors Item 10
filing the IRP, it is part of a suite of internal planning tools CPA uses to guide its energy procurement activities.
The 2026 IRP filing due date is August 10, 2026, and over the past several months, CPA staff have been conducting the required analysis and refining assumptions and results.
Staff provided an IRP overview and preliminary results to the Energy Committee on May 27, 2026, who provided feedback.
The IRP filing package includes: a narrative describing CPA’s long-term plans, Resource Data Templates providing detailed information on the modeled buildout, and the Clean System Power tool used to calculate emissions for the portfolio.
Staff are requesting that the Board delegate authority to the Energy Committee to approve CPA’s 2026 IRP submission to the CPUC. This delegation is requested because the final IRP package will not be complete until later in July, while the filing is due in early August.
Delegating approval to the Energy Committee enables staff to continue and complete its analysis, incorporate any Board feedback, and finalize all the documents in time to meet the August 10 submission deadline. This approach is consistent with CPA’s past IRP cycles (2018, 2020, and 2022) and reflects the Energy Committee’s technical focus and expertise to review and approve the final IRP materials.
ATTACHMENT
1. 2026 IRP Presentation
Agenda Page 331
2026 Integrated
Resource Plan
July 2, 2026
Agenda Page 332
Action Requested:
Receive presentation on the 2026 Integrated Resources Plan (IRP) and provide feedback; and, Delegate authority to the Energy Planning & Resources Committee (Energy Committee) to approve the 2026 IRP for filing with the California Public Utilities Commission (CPUC).
Action Requested
Agenda Page 333
2 February 10, 2026 (CPUC) – Released Inputs and Assumptions for IRP modeling with due date of June 1 February – March 2026 (Staff) – Internal alignment meetings, preliminary assumptions, and model setup March 9, 2026 (CPUC) – Issued decision to delay IRP filing due date to August 10 March – May 2026 (Staff) – Updating assumptions and preliminary results May 27, 2026 (Energy Committee) – IRP overview and preliminary results June 2026 (Staff) – Incorporate Energy Committee feedback and run additional analyses July 2, 2026 (Board) – IRP overview, preliminary results, and request approval of delegation to Energy Committee
July 22, 2026 (Energy Committee) – IRP final review and request approval of the IRP August 10, 2026 (Staff) – IRP Filing: narrative, resource data template (RDT), and clean system power (CSP) 2026 Integrated Resource Plan (IRP) Process
Agenda Page 334
3 CPA is required to file its 2026 IRP by August 10th
o The IRP is mandated by statute, reviewed by the CPUC, and provides direction to the CPUC for long-term planning
o The typical IRP cycle is every two years. In practice, this cadence has often been extended by the CPUC; CPA’s last mandated IRP filing was in 2022 o Actual CPA procurement decisions will vary from the results of this IRP Today’s presentation includes a discussion on:
o IRP background and process
o Key assumptions used in the modeling
o Preliminary results for resource buildout
Executive Summary
Agenda Page 335
4 Agenda
IRP Background
Key Assumptions
Preliminary Results
Agenda Page 336
5 IRP Background
What it IS What it IS NOT
Under California statute, the CPUC requires LSEs to
submit IRPs that demonstrate a portfolio buildout
meeting specific GHG metrics from 2027-2045 while
providing critical direction for the state's long-term
energy planning.
Guidelines, including inputs and assumptions are
provided by the CPUC with some specified flexibility
to deviate from them. Often these assumptions do
not match LSE internal assumptions, particularly
regarding cost and project availability
The IRP filing package includes: a narrative that
discusses CPA’s long-term plans, resource data
templates for details on the buildout, and a clean
system power tool for calculating emissions
The IRP proceeding is an important forum for
statewide planning and may result in CPUC
procurement orders
The IRP is not a resource procurement commitment.
Actual procurement decisions remain subject to
Board approval and market conditions
The IRP is not static from cycle to cycle. It is very
common that the IRP changes every two years
The proposed resource buildout is a directional
planning tool — CPA retains full flexibility to adjust
the timing, volume, and technology mix of future
procurements as conditions evolve
Agenda Page 337
6 Agenda
IRP Background
Key Assumptions
Preliminary Results
Agenda Page 338
7 44%
52%
60% 60% 60% 60%
65%
90%
95%
100%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
2024 2027 2030 2035 2040 2045
Statewide RPS and GHG-Free Requirements
RPS Requirement GHG-Free Requirement
Current California Environmental Requirements
Under SB 100, SB 1020, and SB
350, California utilities are
required to achieve and maintain
a minimum of 60% renewable
energy (RPS) by 2030 and 100%
clean energy (GHG-Free) by 2045
Additionally, the CPUC has set
aggressive binding GHG emission
targets for the electricity system
in 2030, 2035, 2040, and 2045
o CPA’s emission share is based
on its load share relative to the
CAISO system
N/A N/A
Target 2030 2035 2040 2045
CA State 30 MMT 25 MMT 16 MMT 8 MMT
CPA’s Share 1.24 MMT 1.05 MMT 0.86 MMT 0.44 MMT
CPUC GHG Emission Targets
Agenda Page 339
8 CPA’s Internal RPS and GHG-Free Targets
Year CPA RPS Target CPA GHG-Free Target
2026 71% 83%
2027 75% 83%
2028 76% 84%
2029 76% 86%
2030 77% 87%
2031 83% 90%
2032 84% 91%
2033 85% 91%
2034 86% 92%
2035 86% 93%
2036 87% 94%
2037 88% 95%
2038 89% 95%
2039 90% 96%
2040 90% 96%
2041 91% 100%
2042 91% 100%
2043 92% 100%
2044 92% 100%
2045 92% 100%
CPA’s internal RPS and GHG-free product content
targets are based on the guidance given by the
Board at the last Board Retreat
Percentages in the table represent the total
portfolio target across the three energy products
(Lean, Clean, and 100% Green)
CPA’s RPS and GHG-free targets are more
aggressive than state requirements, achieving 90%
GHG-free by 2031 and 100% by 2041
After 2031, growth in CPA’s RPS and GHG-Free
targets begins to flatten in alignment with
statewide requirements under SB 1020 and SB 100
which reach 95% GHG-Free by 2040 and 100%
GHG-Free by 2045, respectively
Agenda Page 340
9 Considered Resources and Price Assumptions
CPA’s IRP considers both short-term and long-term potential resources that it could contract for in the future For modeling, Staff is using its own power price forecast, resource cost and availability, which are more conservative than the CPUC’s assumptions and better reflect current market conditions The rest of the assumptions are consistent with the guidelines provided by the CPUC including the load forecast, reliability targets and accounting, and emission intensities Using these assumptions, the model selects the least-cost portfolio that satisfies all targets and constraints Long Term PPAs
Solar (SoCal, NorCal, AZ)
Wind (SoCal, NorCal, NM, WY, Offshore)
Geothermal (Traditional & Enhanced)
Biomass
BESS (4hr, 8hr, 12hr, 24hr, 100hr)
Short Term Contracts
Annual Capacity Purchases (24/7 RA)
PCC1 Purchases (100% solar)
GHG-Free Purchases (Hydro)
Excluded Resources
Nuclear (Diablo Canyon1 & Palo Verde)
Long-term Gas Tolling Agreements
PCC2 Purchases
RA-Only Battery Energy Storage
7x16 RA Products
1) State law prevents Diablo Canyon from
being included in long-term planning
Agenda Page 341
assumptions 10
Agenda
IRP Background
Key Assumptions
Preliminary Results
Agenda Page 342
11 Long Term Portfolio Resource Mix
-
2,000
4,000
6,000
8,000
10,000
12,000
14,000
2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 CPA Buildout By Technology and Contracted vs Planned (MW) Contracted Resources Biomass Geothermal Onshore Wind Solar BESS 4hr BESS 8hr -
2,000
4,000
6,000
8,000
10,000
12,000
14,000
2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 CPA Buildout By Technology (MW)
Biomass Geothermal Hydro Onshore Wind Solar Solar DG BESS 4hr BESS 8hr CPA’s IRP portfolio reflects a diverse mix of resources (solar, onshore wind, geothermal, biomass, and storage) and takes advantage of CPA’s commitment to contracting for new build resources Contracted Resources
Agenda Page 343
12 Incremental Build
Most PPA additions are from solar and storage resources. Wind, geothermal, and biomass help CPA meet its Resource Adequacy (RA) requirements and RPS targets in the mid 2030s. Contracted PPAs that end by the 2040s are replaced with similar technologies Note that above results are model outputs and that actual procurement timing and volumes will vary from the model
- - - 50 - - - - - - - - - - - - - - -
50 50 - - - - - - - - - - - - - -
150
150
100 - - - -
177 200 200
- - 23
400
- -
516
71 10
- -
400 400
519
600 600
284
- -
400
400 400
400
400
400
400 400
- -
-
-
400
382
400 400
150
150
425
150
150
150
150
- - -
-
-
-
-
-
150
-
200
400
600
800
1,000
1,200
1,400
2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 New PPA Buildout by Technology (MW)
Biomass Geothermal Onshore Wind Solar BESS 4hr BESS 8hr Agenda Page 344
13 Portfolio RPS Content
Portfolio allows CPA to exceed the state RPS requirements in every year while meeting internal targets 83%
84% 82%
84% 83%
84%
90%
92% 88% 89% 90% 91% 91% 93%
97% 97% 97% 97% 98%
52%
55%
57%
60% 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% -
5,000,000
10,000,000
15,000,000
20,000,000
25,000,000
2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 CPA RPS Content (MWh)
Biomass Geothermal Hydro Onshore Wind Solar Solar DG Existing ST PCC1 PCC1 Purchase CPA RPS % State RPS % Agenda Page 345
14 Portfolio GHG-Free Content
CPA achieves 100% clean energy content by 2041 ahead of the state target of 2045 65%
70%
75%
80%
85%
90% 91% 92% 93% 94% 95% 96% 97% 98% 99% 100%
86%
88% 86%
87%
90%
91%
91%
92%
93% 94% 95% 95% 96% 96%
100% 100% 100% 100% 100%
-
5,000,000
10,000,000
15,000,000
20,000,000
25,000,000
2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 CPA GHG-Free Content (MWh)
Biomass Geothermal Hydro Onshore Wind Solar Solar DG
Existing ST PCC1 Existing ST GHG-F PCC1 Purchase GHG Free Purchase State GHG-F % CPA GHG-F % Agenda Page 346
15 Reliability – Resource Adequacy (RA)
One of the IRP requirements is to demonstrate how CPA’s selected portfolio meets the RA obligation of 115% of coincident peak load in the summer months of each year in the planning horizon CPA meets its reliability needs with a mix of long-term contracts and short-term RA purchases with existing resources. Storage and short-term purchases are the largest contributors to capacity. Using short-term contracts for existing resources prevents CPA from locking in reliability commitments with fossil resources over the long-term
-
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 CPA Reliability Need (MW)
Biomass Geothermal Hydro Onshore Wind Solar BTM PV BESS 4hr BESS 8hr CAM Bilaterals RA Purchase RA Obligation Agenda Page 347
16 Costs
The model selects the lowest-cost resource
portfolio that achieves all clean energy and
reliability requirements
Under this IRP plan, CPA’s generation costs are
projected to rise by an average of 2.67% per
year from 2028 through 2045
This increase is primarily driven by forecasted
load growth, which requires additional resource
procurements that are expected to come online
at higher market prices than the existing
portfolio
These cost estimates are highly assumption- driven and actual results will vary significantly For the IRP, generation costs exclude CAISO
charges, CRR net revenues, and net energy
metering which are included in CPA’s budgeted
energy costs. This difference will also result is
variability between the IRP and actual results
$92
$102
$120
$139
$144
$-
$20
$40
$60
$80
$100
$120
$140
$160
$(2,000,000)
$(1,000,000)
$-
$1,000,000
$2,000,000
$3,000,000
$4,000,000
$5,000,000
2028 2030 2035 2040 2045
Thousands $
Projected Generation Cost
Contracted Costs ($'000) Planned Resource Costs ($'000) Cost to Serve Load at DLAP ($'000) Revenue from Resources ($'000) ST RA Purchases ($'000) ST REC and GHG Purchases ($'000) Total Generation Cost ($/MWh)
Note: the negative bars in blue represent the revenues from all contracted or planned resources for discharging energy into the market. 17 Agenda Page 348
Potential Legislative/Regulatory Changes
Changes to State RPS or Clean Energy Targets: The state could revise its Renewables Portfolio Standard (RPS) or clean energy targets for 2030, 2045, or any interim years. Any change to these benchmarks would directly alter the required resource mix and could render the IRP obsolete and/or change CPA’s procurement trajectory.
DWR Long Lead-Time Resources: The Department of Water Resources has been charged with procuring some “long lead-time” (LLT) resources on behalf of all LSEs, including highly uncertain resources such as offshore wind. CPA is not including these resources in the IRP but if they do materialize CPA’s planning assumptions and procurement trajectory would change.
Diablo Canyon Nuclear Allocation: The state could extend the operating life of Diablo Canyon and force CPA to take a portion of its energy. A forced allocation would affect CPA’s resource portfolio, potentially displacing planned renewable procurements and altering emissions profile of the plan.
Evolving RA Accounting Framework: The Resource Adequacy (RA) accounting framework continues to evolve, with ongoing CPUC proceedings that could introduce new counting rules, qualifying capacity methodologies, or reliability requirements. These changes may impose additional constraints on CPA’s portfolio and shift the economics of planned resources.
Agenda Page 349
18 Delegation of IRP Approval
19 The delegation of the IRP approval is requested because the final IRP package will not be complete until later in July, while the filing is due in early August.
Delegating approval to the Energy Committee ensures staff can complete its analysis, incorporate any Board feedback and finalize all the documents in time to meet the August 10 submission deadline.
This approach is consistent with CPA’s past IRP submissions (2018, 2020, and 2022) and reflects Energy Committee’s technical focus and expertise to review and approve the final IRP materials.
Agenda Page 350
Action Requested and Next Steps
Action Requested
• Receive presentation on the 2026 Integrated Resources Plan and provide feedback; and, • Delegate authority to the Energy Planning & Resources Committee to approve the 2026 IRP for filing with the CPUC.
Next Steps
Staff will continue to refine the IRP study, incorporating any feedback and continue drafting the compliance documents (narrative, RDT, CSP)
Staff will seek the Energy Committee’s final approval in July (pending Board approval of delegation)
After the IRP filing, staff will conduct further scenario analyses to continue to refine our internal procurement strategies
Agenda Page 351
20 Questions?
Agenda Page 352
Management Report
To: Board of Directors
Subject: Management Report
Date: July 2, 2026
Electronic Voting Update
Over the past month, CPA has been debuting a new electronic voting platform at the committee level, testing functionality, mobile device user interface, and public display options. Based on the experience so far, electronic voting for the full Board is expected to debut at the September Board meeting. Instructions on how to access the electronic voting platform will be distributed over the summer and user training times will be scheduled.
New CPA “Explainer” Video and EV SmartCharge Streaming Ad CPA continues to develop and distribute video content that tells the story of who we are and what we do. This short animated explainer video aims to build understanding of how we serve our customers with clean energy and help define the roles of CPA and SCE. It is available on the board portal in the new CPA Videos section (under CPA News) and our YouTube channel, making it easy to copy the URL and share through social media, email, and other digital platforms.
Additionally, a new streaming commercial to promote the EV SmartCharge program that focuses on an environmentally friendly lifestyle premiered during the NBA playoffs. It will continue to air during other key sporting events such as the PGA tour, Wimbledon, and the MLB All Star Game and will stream on ESPN through early August.
TOU-SMART Pilot Program Notices to Begin
Beginning August 1, customers who have been selected for the TOU-SMART pilot program will begin receiving the first of two official program notices. Another notice will be sent in September prior to the official launch of the pilot program in October. The TOU-SMART pilot program will default approximately 4,200 residential customers with high
Agenda Page 353
Board of Directors Management Report
electrification needs in their homes (EV charging, heat pump water heaters, electric pool pumps, etc.) onto CPA’s TOU-SMART rate, which now offers zero-cost generation charges from the 8AM – 4PM time period. Customers who are defaulted into the pilot program will be separated into two cohorts, one which will receive messaging focused on the zero-cost element of the TOU-SMART rate and the other which will receive messaging focused on environmental/health benefits. In collaboration with researchers from UCLA, CPA will be analyzing the results of the pilot over a two-year period to inform other rate designs and program marketing message emphases.
Monthly Financial Performance
CPA’s net position increased $18.4 million in April 2026, $8.2 million lower than the budgeted increase of $26.6 million. Energy revenues were 22% lower than budgeted due to the interim rate reduction that began in February and moderate temperatures in the month, which resulted in reduced customer load. Energy costs were 19% lower than budgeted due to lower-than-expected prices for market power and the non-utilization of contingencies. For the first ten months of the fiscal year, CPA is ahead of budget by $67.7 million. The monthly financial dashboard for April is provided as Attachment 1.
Customer Participation Rate and Opt Actions
As of May 27, CPA’s overall participation rate was 93.0%, up 0.1% from both the previous month and the rolling 6-month average. CPA had 1,074,162 active customers as of June 22, up 659 customers from the month before. Opt-outs through June 23 – 199 – were down from the 236 opt-outs in the previous month. Monthly and rolling 6-month average participation rates and current active accounts by member agency are provided in Attachment 2.
Customer Service Center Performance
Incoming calls to CPA’s Customer Service Center were down in June, with 1,338 calls through June 23, compared to 1,669 calls in May. Call center performance was steady, with 97.0% of calls answered within 45 seconds in the month, unchanged from May.
Average call center wait time was 6 seconds, down one second from the previous month.
The top five types of customer inquiries in the month were about bill charges, account status, net energy metering, split billing, and general info about CPA.
Agenda Page 354
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 in the previous 12 months 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. Monthly Financial Dashboard – April 2026
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 355
April 2026 Year-to-Date
in $000,000's Actual Budget Var % Actual Budget Var %
Energy Revenues 71.7 92.3 -20.6 -22% 1,013.9 1,106.7 -92.8 -8% Cost of Energy 50.2 61.3 -11.2 -18% 910.7 1,058.7 -148.0 -14% Net Energy Revenue 21.5 31.0 -9.4 -31% 103.2 48.0 55.2 115% Operating Expenses 5.0 6.7 -1.7 -25% 48.0 63.4 -15.4 -24% Operating Income 16.5 24.3 -7.8 -32% 55.2 -15.4 70.6 NA Non-Operating Income 1.9 2.3 -0.4 -16% 17.8 20.7 -2.9 -14% Change in Net Position 18.4 26.6 -8.2 -31% 73.0 5.3 67.7 1,279% 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
April
2026
Financial Dashboard
Note: Numbers may not sum up due to rounding.
Active Accounts
1,072,390
Participation Rate
92.9%
YTD Sales Volume
8,822 GWh
April Volume
759 GWh
Res
43%
Com - Lg
24%
Com - Sm
31%
Agr/Oth
2%
In April 2026, CPA’s net position increased by $18.4 million, $8.2 million lower than the budgeted net gain of $26.6 million. Energy revenues were $71.7 million, 22% lower than budgeted, due to the interim rates introduced in February and a lower customer load resulting from moderate temperatures. Cost of energy was $50.2 million, 18% lower than budgeted, driven by lower than budgeted energy market prices and unused energy contingencies.
Year to date, CPA’s net position has increased by $73.0 million, $67.7 million higher than the budgeted increase in net position of $5.3 million. YTD revenues totaled $1.014 billion, 8% lower than budgeted, due to mild weather this fiscal year generally reducing customer load and the introduction of interim rates in February. YTD energy expenses were $910.7 million, 14% less than budgeted, due to lower than forecasted market prices for energy and renewables and the non-use of energy contingencies. Absent contingencies, energy costs YTD were 8% below budget. YTD operating expenses totaled $48.0 million, 24% less than budgeted, mainly due to lower than budgeted spending in three areas: staffing, where hiring has progressed slower than planned; customer program incentives, which are distributed as customers enroll in programs and will extend into future fiscal years; and professional services, where four project budgets have shifted to next fiscal year and several engagements have come in under budget.
As of April 30th, 2026, CPA had unrestricted cash, cash equivalents, and investments of $644.9 million, as well as $119.5 million available in its bank line of credit, representing 248 Days Liquidity on Hand. CPA is financially sound and in compliance with its bank and other credit covenants.
Agenda Page 356
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Agenda Page 357
Project or Resource Summary Month Notes
Wilmington 1
Executed Letter Agreement to memorialize CAISO-assigned PNode for settlement purposes.
June 2026
Wilmington 2
Executed Letter Agreement to memorialize CAISO-assigned PNode for settlement purposes.
June 2026
Dominguez
Executed Letter Agreement to memorialize CAISO-assigned PNode for settlement purposes.
June 2026
El Segundo
Executed Letter Agreement to memorialize CAISO-assigned PNode for settlement purposes and the project's Investment Tax Credit rate.
June 2026
Cape Station 2
Letter agreement to extend the termination deadline for securing interconnection right while parties identify mutually beneficial solutions May 2026
Desert Sands II
Amendment to a Letter Agreement to the Energy Storage Agreement to extend the termination deadline while parties identify mutually beneficial solutions.
May 2026
Sunzia North
Incremental
Amendment to Power Purchase Agreement to update curtailment definitions. May 2026 Sunzia South
Incremental
Amendment to Power Purchase Agreement to update curtailment definitions. May 2026 Sunzia North
Amendment to Power Purchase Agreement to update test energy settlement instructions, WREGIS reporting timelines and curtailment definitions.
April 2026
Sunzia South
Amendment to Power Purchase Agreement to update test energy settlement instructions, WREGIS reporting timelines and curtailment definitions.
April 2026
Fillmore
Executed Letter Agreement to confirm project-specific development security issuance and secure Seller's Power Purchase Agreement obligations.
April 2026
Saticoy
Executed Letter Agreement to confirm project-specific development security issuance and secure Seller's Power Purchase Agreement obligations.
April 2026
Sunzia North Executed Letter Agreement to document procedures for bidding the resource. March 2026 Sunzia North
Incremental
Executed Letter Agreement to document procedures for bidding the resource. March 2026 Sunzia South Executed Letter Agreement to document procedures for bidding the resource. March 2026 Sunzia South
Incremental
Executed Letter Agreement to document procedures for bidding the resource. March 2026 Fillmore Amendment to Power Purchase Agreement to repair Seller's name. March 2026 Saticoy Amendment to Power Purchase Agreement to repair Seller's name. March 2026 Desert Sands II
Amendment to a Letter Agreement to the Energy Storage Agreement to extend the termination deadline while parties identify mutually beneficial solutions January 2026
Drifter
Amendment to Energy Storage Agreement to extend the termination deadline while parties identify mutually beneficial solutions
January 2026
Cape Station 2
Letter agreement to extend the termination deadline for securing interconnection right while parties identify mutually beneficial solutions December 2025
Eaves 1
Amendment to Power Purchase Agreement to allow for additional payments of liquidated damages to extend the COD
November 2025
Eaves 3
Amendment to Power Purchase Agreement to allow for additional payments of liquidated damages to extend the COD
November 2025
Commerce 4
Amendment to Power Purchase Agreement to allow for additional payments of liquidated damages to extend the COD
November 2025
Southbay 20
Amendment to Power Purchase Agreement to allow for additional payments of liquidated damages to extend the COD
November 2025
Carson 1
Amendment to Power Purchase Agreement to allow for additional payments of liquidated damages to extend the COD
November 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
September 2025
Sunzia
Amendments 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 Previous 12 Months
Long-Term Energy Contract Transactions, Administrative Amendments, Letter Agreements and Terminations Executed Under Chief Executive Officer's Authority
Agenda Page 358
Vendor Purpose Month NTE Amount Status Notes
Media Services Group, Inc.
(dba Spirit Media)
Amendment to PSA for videography
services to extend term Jun-26 $0 Active
JCMR Technology, Inc. Managed IT/help desk services Jun-26 $200,000 Active LevelTen Energy, Inc. PPA data platform subscription Jun-26 $12,000 Active Snowflake AWS data subscription Jun-26 $100,000 Active
Green Translations Translation services Jun-26 $30,000 Active Workable Inc
Staffing management platform
subscription Jun-26 $17,007 Active
Cision US Inc. Media monitoring subscription Jun-26 $122,853 Active Stellara Group, LLC Board meeting minutes Jun-26 $3,000 Active HireInfluence, Inc. Online marketing services May-26 $50,000 Cancelled Meltwater News US Inc. Media coverage subscription May-26 $1,600 Active Morgan, Lewis & Bockius LLP
Legal services for employee compensation
law Apr-26 $50,000 Active
Iron Mountain Electronics recycling Apr-26 $1,828 Active Day One
Outreach Services in support of Instant AC
Program Apr-26 $35,000 Active
Ascend Analytics
2026 Clean Energy and Reliability RFO
support services Apr-26 $190,000 Active
Adam Investigations
Amendment to LSA for employment law
services Apr-26 $15,000 Active
Komodo Media Limited Online marketing services Mar-26 $50,000 Active Saeshe, Inc. Amendment to PSA for outreach services Mar-26 $45,000 Active Arup
Amendment to PSA for Power Ready
engineering consulting services to clarify
fee structure
Mar-26
$0
Active
Draftable Software for comparing legal documents Mar-26 $5,300 Active Power Direct Community Foundation
Outreach Services in support of Energy
Team Program Mar-26 $35,000 Active
LinkedIn Corporation Recruitment software license Mar-26 $13,594 Active Great Place to Work
Subsription to certification survey and
analytics platform Mar-26 $3,852 Active
Keyes & Fox LLP
Amendment to Legal Services Agreement
to clarify fee structure
Mar-26 $0 Active
Oppenheimer Investigations Group LLP Legal services for employment law Mar-26 $50,000 Active Accuweather
Addendum to Agreement for Weather
Forecasting to extend term period Mar-26 $7,012 Active
Chandler Asset Management, Inc. Investment portfolio manager services Feb-26 $200,000 Active Wood Mackenzie, Inc. Price forecast software subscription Feb-26 $42,107 Active Lumi USA Inc. Platform for electronic voting for Board Feb-26 $12,000 Active TRC Solutions
Amendment to PSA for building and EV
reach codes to extend term period Feb-26 $0 Active
Sean Hernandez
Consulting Agreement for market
operations analytics and reporting
services
Feb-26 $30,000 Active
Liebert Cassidy Whitmore, APC Legal services for employment law Feb-26 $50,000 Active Coro California, Inc. Staff Workshop Facilitator Jan-26 $6,750 Active Electric & Gas Industries Association
Incentive management services for the
residential battery storage incentive
program
Jan-26 $91,000 Active
MG Advisory Corp
Municipal Financial Advisor for Prepay
Transactions
Jan-26 $250,000 Active
Meltwater News US Inc. Media coverage subscription Jan-26 $27,770 Active Ironclad, Inc. Contract Management Software Jan-26 $94,906 Active NewGen Strategies & Solutions, LLC
Cost-of-Service and Rate Setting
consulting services
Dec-25 $40,000 Active
Pinnacle Advocacy LLC Lobbying services for Government Affairs Dec-25 $78,652 Active Omni Government Relations Lobbying services for Government Affairs Dec-25 $106,492 Active Language Line Services, Inc.
Translation services for Marketing &
Communications
Dec-25 $70,000 Active
Non-Energy Contracts Executed Under Chief Executive Officer Authority Rolling 12 months.
Agenda Page 359
Grand Tower LLC Storage Space Lease Dec-25 $12,000 Active DERNet Soft, Inc. Customer Engagement Reporting Tool Nov-25 $60,000 Active ParcelQuest Parcel data web service Nov-25 $12,500 Active Mercer LLC Performance Management Re-design Nov-25 $75,000 Active Green Translations
Translation services for Marketing &
Communications
Nov-25 $30,000 Active
Salesforce Tableau licenses Nov-25 $4,651 Active
Chapman & Cutler Legal services for prepay transactions Oct-25 $175,000 Active 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 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 Baker Tilly Financial audit services Jul-25 $62,000 Active Smartsheet, Inc. Project management platform Jul-25 $2,436 Active
Agenda Page 360