Agenda packet — Clean Power Alliance Board of Directors, October 1, 2026

Board of Directors of the
Clean Power Alliance of Southern California
Regular Meeting
Thursday, October 1, 2026
2:00 p.m.

Visit CPA’s YouTube Channel to view a Live Stream of the Meeting www.youtube.com/@CPApublicmeetings
*There may be a streaming delay of up to 90 seconds. This is a view-only live stream.

Clean Power Alliance
Diana Mahmud Board Room
801 S. Grand Ave., Suite 400
Los Angeles, CA 90017
Members of the public may also participate in this meeting at the following locations:

Calabasas City Hall
Closed Session Room
100 Civic Center Way
Calabasas, CA 91301
Ventura County Government Center
CEO Rincon Meeting Room
Hall of Administration
800 South Victoria Avenue
Ventura, CA 93009
Whittier City Hall
Admin Conference Room
13230 Penn Street
Whittier, CA 90602
South Bay Cities Council of Governments
Conference Room
357 Van Ness Way, Suite 90
Torrance, CA 90501
PUBLIC COMMENT: Members of the public may submit their comments by one of the following options:
• Email Public Comment: Members of the public are encouraged to submit written comments on any agenda item to [email protected] up to four hours before the meeting. Written public comments will be announced at the meeting and become part of the meeting record. Public comments received in writing will not be read aloud at the meeting. • Provide Public Comment During the Meeting: The General Public Comment item is reserved for persons wishing to address the Board on any Clean Power Alliance-related matters not on today’s agenda. Public comments on matters on today’s Consent Agenda and Regular Agenda shall be heard at the time the matter is called. Comments on items on the Consent Agenda are consolidated into one public comment period. Members of the public who wish to address the Board at CPA’s Office are requested to complete a comment card and provide it to staff. If you are attending from a remote location, please identify yourself to a CPA representative when your item is called.

Each speaker is limited to two (2) minutes (in whole-minute increments) per agenda item with a cumulative total of five 5 minutes to be allocated between the General Public Comment, the entire Consent Agenda, or individual items in the Regular Agenda. Please refer to Policy No. 8 – Public Comment for additional information.

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

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

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

CALL TO ORDER AND PLEDGE OF ALLEGIANCE

VERIFICATION OF QUORUM

GENERAL PUBLIC COMMENT

CLOSED SESSON

1. CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Section 54956.9: 2

CONSENT AGENDA

2. Approve Minutes from the September 3, 2026, Board of Directors Meeting

3. Adopt Resolution No. 26-10-111 to Authorize Clean Power Alliance to Transact in Out-of-State Renewable Energy Credit-only Products as Specified and to Delegate Authority to the Chief Executive Officer (“CEO”) to Execute Any Agreements that Fall Within this Authority

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

5. Receive and File September 2026 Bill Positions Monthly Report

6. Receive and File Monthly Community Advisory Committee Report

REGULAR AGENDA
Action Item

7. A. Approve and Authorize the CEO to Execute a Professional Services Agreement with Olivine Inc. to Provide a Demand Response Program for Residential and Business Customers for an Initial Three-Year Term with a Total Not-to-Exceed (“NTE”) Amount of $3,718,444 for Implementation Services, Device Fees, and Incentives, and Up to Two Successive One-Year Renewal Terms with a Total NTE in the Amounts of $1,467,148 and $1,572,648 Respectively;
B. Delegate Authority to the CEO to Develop and Maintain Necessary Enrollment Documents such as Program Terms and Conditions Consistent with The Parameters Specified

COMMITTEE CHAIR UPDATES
Director Cedric Hicks, Chair, Legislative & Regulatory Committee Director Susan Santangelo, Chair, Finance Committee
Director Jeff Maloney, Chair, Energy Planning & Resources Committee

MANAGEMENT REPORT

BOARD MEMBER COMMENTS

REPORT FROM THE CHAIR
ADJOURN – NEXT REGULAR MEETING NOVEMBER 5, 2026
Public Records: Public records that relate to any item on the open session agenda for a regular Board Meeting are available for public inspection. Those records that are distributed less than 72 hours prior to the meeting are available for public inspection at the same time they are distributed to all, or a majority of, the members of the Board. Public records are available for inspection at CPA’s Office at 801 S. Grand Ave., Suite 400, Los Angeles, CA 90017, or online at www.cleanpoweralliance.org/agendas.

Commonly Used Acronyms
BESS Battery Energy Storage System
CAC Community Advisory Committee
CAISO California Independent System Operator
CALCCA California Community Choice Association
CalEVIP California Electric Vehicle Incentive Program
CARB California Air Resources Board
CARE California Alternate Rates for Energy (Low Income Discount Rate) CCA Community Choice Aggregation
CEC California Energy Commission
CPUC California Public Utilities Commission
DA Direct Access (Private Retail Energy Supplier)
DAC Disadvantaged Community (As Defined by Calenviroscreen 3.0) DER Distributed Energy Resources
DR Demand Response
ERMP Energy Risk Management Policy
ERRA Energy Resource Recovery Account (SCE Generation Rate Setting)
ESA Energy Storage Agreement
EVSE Electric Vehicle Supply Equipment (EV Charger)
FERA Family Electric Rate Assistance (Low Income Discount Rate) GHG Greenhouse Gas
IOU Investor Owned Utility
IRP Integrated Resource Plan
JPA Joint Powers Authority
Commonly Used Acronyms
Kwh Kilowatt-Hour (A Measure of Energy Used in A One-Hour Period) Kw Kilowatt = 1,000 Watts (Watt = A Measure of Instantaneous Power) LSE Load Serving Entity
MB Medical Baseline (Discount Rate for Medical Equipment Needs) MW Megawatt = 1,000 Kilowatts
Mwh Megawatt-Hour = 1,000 Kilowatt-Hours
NEM Net Energy Metering (Usually for Customers with Solar) OAT Other Applicable Tariffs
PCIA Power Charge Indifference Adjustment (Can Be Called “Exit Fee”) PCC1 Renewable Energy Generated Inside California
PCC2 Renewable Energy Generated Outside California
PCC3 A REC from A Renewable Resource, Delivered Without Energy PCL Power Content Label
POU Publicly Owned or Municipal Utility
PPA Power Purchase Agreement
PSPS Public Safety Power Shutoff
PV Photovoltaic (Solar) Panels
RA Resource Adequacy
REC Renewable Energy Credit
RPS Renewables Portfolio Standard
T&D Transmission and Distribution
TOU Time Of Use (Used to Refer to Rates that Differ by Time Of Day) WECC Western Electricity Coordinating Council
Staff Report – Agenda Item 1
To: Board of Directors
Subject: Closed Session
Date: October 1, 2026

ATTACHMENT

1. Attachments for Closed Session will be forwarded under separate cover.

Staff Report – Agenda Item 2
To: Board of Directors
Subject: Approve Minutes from the September 3, 2026, Board of Directors Meeting
Date: October 1, 2026

RECOMMENDATION
Approve.

ATTACHMENT

1. Minutes

Board of Directors Item 2

MINUTES
Board of Directors of the
Clean Power Alliance of Southern California
Regular Meeting
Thursday, September 3, 2026, 2:00 p.m.

Meeting videos are available on CPA's YouTube Channel.
http://www.youtube.com/@CPApublicmeetings
Board members participated from the following locations:

Calabasas City Hall
Closed Session Room
100 Civic Center Way
Calabasas, CA 91301
Clean Power Alliance
Diana Mahmud Board Room
801 S. Grand Ave., Suite 400
Los Angeles, CA 90017
South Bay Cities Council of Governments
Conference Room
357 Van Ness Way, Suite 90
Torrance, CA 90501
Ventura County Government Center
CEO Point Mugu Meeting Room
Hall of Administration
800 South Victoria Avenue
Ventura, CA 93009
Whittier City Hall
Admin Conference Room
13230 Penn Street
Whittier, CA 90602

CALL TO ORDER & ROLL CALL
Chair Parkhurst called the meeting to order at 2:04 p.m. and Gabby Monzon, Clerk of the Board, conducted roll call.

PLEDGE OF ALLEGIANCE
Director Perello led the Pledge of Allegiance.

Roll Call
1 Agoura Hills Deborah Klein Lopez Director Remote
2 Alhambra Jeff Maloney Director Present
3 Arcadia Absent
4 Beverly Hills Rebecca Pynoos Alternate Present
5 Calabasas Ed Albrecht Director Remote
6 Camarillo Susan Santangelo Director Remote
7 Carson Cedric Hicks Director Remote
8 Claremont Corey Calaycay Director Present
9 Culver City Yasmine-Imani McMorrin Director Present

Board of Directors Item 2
10 Downey Mario Trujillo Director Remote
11 Hawaiian Gardens Ramie L. Torres Alternate Remote
12 Hawthorne Alex Monteiro Director Present
13 Hermosa Beach Ray Jackson Director Remote
14 La Cañada Flintridge Stephanie Fossan Director Present 15 Los Angeles County Rita Kampalath Alternate Present
16 Lynwood Absent
17 Malibu Absent
18 Manhattan Beach Joe Franklin Director Remote
19 Monrovia Edward Belden Director Present
20 Moorpark Chris Barrett Director Remote
21 Ojai Michelle Ellison Alternate Remote
22 Oxnard Bert Perello Director Remote
23 Paramount Michelle Muller Alternate Remote
24 Port Hueneme Laura Hernandez Director Present
25 Redondo Beach Brad Waller Director Present
26 Rolling Hills Estates Debby Stegura Director Remote
27 Santa Monica Absent
28 Santa Paula Jenny Crosswhite Director Present
29 Sierra Madre Robert Parkhurst Chair Present
30 Simi Valley Rocky Rhodes Director Present
31 South Pasadena Omari Ferguson Director Present
32 Temple City Ed Chen Director Present
33 Thousand Oaks David Newman Director Remote
34 City of Ventura Ryyn Schumacher Director Remote
35 Ventura County Vianey Lopez Vice Chair Present
36 West Hollywood Absent
37 Westlake Village Kristopher Galvez Alternate Remote
38 Whittier Mary Ann Pacheco Director Remote
All votes are unanimous unless otherwise stated

Board of Directors Item 2

GENERAL PUBLIC COMMENT
Jennifer Buchner, Sales Director with Sparkz Incorporated, provided public comment.

CONSENT AGENDA

1. Approve Minutes from July 2, 2026, Board of Directors Meeting

2. Approve and Authorize the Chief Executive Officer to Execute a Professional Services Agreement (PSA) with Franklin Energy Services, LLC to Provide Technical Advisory and Engineering Services to Support CPA’s Power Ready program with a Not-to-Exceed (NTE) Amount of $1,344,031 for a Three Year Initial term, with an Option to Extend for Two Consecutive One Year Terms, with an NTE Amount of $600,000 for the Fiscal Year of the Optional Extension and an NTE Amount of $300,000 for the Second Year of the Optional Extension

3. Receive and File FY 2026/27 Annual Load by Jurisdiction Report

4. Receive and File August 2026 Bill Positions Monthly Report

5. Receive and File Monthly Community Advisory Committee Report

6. Receive and File Q2 2026 Risk Management Team Report

7. Receive and File Q3 2026 Customer Programs Report

8. Receive and File Q3 Communications Report
Motion: Director Calaycay, Claremont
Second: Director Rhodes, Simi Valley
Vote: The consent agenda was approved, with Directors Torres and Muller abstaining on Item 1.

REGULAR AGENDA

9. A. Multifamily Electric Vehicle (“EV”) Charging Program:
i. Approve and Authorize the Chief Executive Officer (CEO) to Execute a PSA with Ecology Action of Santa Cruz to Provide Program Implementation and Technical Services to Support the Multifamily EV Charging Program with a Not-To-Exceed (NTE) amount of $1,991,127 for a Three Year Initial Term, and an Option to Extend for Two Consecutive One Year Terms with an NTE of $902,639 for the First One-Year Extension and $946,370 for the Second One-Year Extension;
ii. Delegate Authority to the CEO to Execute Participation Agreements to Enroll Customers in the Multifamily EV Charging Program and to Develop and Maintain Other Necessary Enrollment Documents such as Program Terms and Conditions Consistent with the Parameters Specified in the Staff Report B. The Apartment Building Cooling Assistance Program:
i. Approve and Authorize the CEO to Execute a PSA with CLEAResult Consulting Inc. to Provide Outreach to Property Owners, Technical Assistance, and Rebate Administration Services to Implement the Apartment Building Cooling Assistance Program with an NTE Amount of $1,794,676 for a Three Year Initial Term, with an Option to Extend for Two Consecutive One Year Terms with NTE Amounts of $595,682 for the First One-Year Extension and $620,170 for the Second One-Year Extension
ii. Delegate Authority to the CEO to Sign Participation Agreements to Enroll Customers in the Apartment Building Cooling Assistance Program and to Develop and Maintain Other Necessary Enrollment Documents such as Program Terms and Conditions Consistent with the Parameters Specified in the Staff Report
C. Multifamily Cooling Partnerships Program:

Board of Directors Item 2
i. Delegate Authority to the CEO to execute (a) a Memorandum of Understanding (“MOU”) with Los Angeles County and (b) a MOU with Ventura County within the Parameters as Specified in the Staff Report Joanne O’Neill, Sr. Director, Customer Programs, explained that CPA has programs supporting individual multifamily tenants, but that many equipment and infrastructure decisions are made by property owners or managers, limiting renters’ ability to participate in programs and adopt electrification and resilience measures. CPA’s Local Programs for a Clean Energy Future Action Plan includes expanding programs for the multifamily sector. Ms. O’Neill provided descriptions of the available programs.

The Multifamily Electric Vehicle (EV) Charging program will provide technical assistance and incentives for low-powered EV outlets and Level 2 chargers at multifamily properties, targeting 45 buildings, 550 charging port rebates, and at least 30% income-qualified participation. The three-year program includes approximately $2 million each for implementation and incentives and will be administered by Ecology Action of Santa Cruz under a three-year initial contract.

The Apartment Building Cooling Assistance Program will help small properties in extreme-heat areas install efficient room or window air conditioners and heat pumps, targeting outreach to 360 properties and incentives for 5,000 units, with at least 30% serving low-income properties. The three-year budget includes approximately $1.8 million for implementation and $2.8 million for incentives and will be administered by CLEAResult Inc., in partnership with FCI, a Southern California based firm with experience working on SCE multifamily and income-qualified programs.

The Multifamily Efficient Cooling Partnerships Program will supplement existing regional programs with incentives for central ducted heat pumps, mini-splits, and other complex HVAC upgrades, primarily in larger multifamily buildings. The three-year program includes $57,600 for implementation and $841,000 for incentives and targets 450 cooling units or systems, with at least 30% installed at low-income properties.

Regarding Director Belden’s question about incentives related to the Multifamily EV charging program; Ms. O’Neill clarified that it is per charging unit or outlet.

Director Stegura inquired about how electricity costs would be allocated in apartment buildings with master metering and only one tenant who owns an EV.

Staff stated that CPA could advise on equitable approaches, but the building owner or account holder would need to determine the process. Ted Bardacke, Chief Executive Officer, added that the low-powered chargers provide data that could be used for submetering arrangements. Director Klein Lopez asked about marketing to the smaller properties. Staff noted that the contracted vendors come with existing relationships, and CPA staff will network with associations and industry groups. Director Ferguson praised the new programs and suggested that staff reach out to tenant organizations, as well as provide a tool for tenants to sign up for EV charging and opt back into CPA if necessary. Director Ferguson asked several questions about the success of similar programs in the region, including tracking load, how multifamily units are defined, and how the programs' reach will be measured. Ms. O’Neill explained that staff incorporated some best practices from CCAs in Northern California that have been successful in EV charging by

Board of Directors Item 2
offering low-powered charging and technical assistance. Regarding tracking use and changes in load, Ms. O’Neill noted staff will identify how to monitor load fluctuation, particularly in the summer months.

For the multifamily complexes, staff clarified that the regional energy networks require five units or more for participation, but that buildings with two, three, or four units may participate in the EV charging and apartment cooling programs. Staff has established targets for each program, and while those may look smaller in percentages, the programs will be a start and should the programs prove successful, staff will consider expanding the programs.

Director Fossan asked how much of cost will incentives cover for customers; staff responded that for the apartment building cooling program, the incentives for low-income customers are designed to cover the majority of the cost and for the other programs it will cover between 70% and higher depending on the measures. For the EV charging program, it covers a significant portion for low-income properties and about half for market-rate units. Director Fossan also asked about the bill that would approve balcony solar panels, and how that would affect CPA customers and operations. Mr. Bardacke said staff is waiting to see if the Governor signs the bill. A benefit to CPA would be a reduction in load during peak times, which would reduce Resource Adequacy (RA) obligations.

Vice Chair Kampalath expressed gratitude for the CPA programs that will help the County of Los Angeles achieve its goals related to the maximum indoor temperature regulations coming in January 2027. Director Hicks asked about multifamily buildings that have senior tenants with different income levels and how their eligibility will be impacted. Ms. O’Neill said that income will only impact the amount of the incentive, not eligibility; there is a higher incentive when a building has two-thirds of its residents on CARE or FERA or if it is deed-restricted affordable housing. If the two-thirds threshold is not met, seniors will still be eligible for the lower incentive. Director Waller commented that there are a lot of multifamily complexes in Redondo Beach, and suggested that staff contact property management companies, apartment owners’ associations, and companies that provide property management software.

Director Crosswhite asked if prevailing wage requirements may impact these programs, and staff responded that the issue has not been identified as a barrier, but that staff would continue to monitor the larger infrastructure projects.

Director Jackson commented that as people move towards electrification, faster charging opportunities may be needed. Staff responded that the EV charging program targets customers charging at home, and that another CPA program, Energized Communities, focuses on fast-charging public stations. Chair Parkhurst commended the programs presented for serving multifamily residents, which make up 20% of CPA’s customers.

Motion: Director Monteiro, Hawthorne
Second: Director Waller, Redondo Beach
Vote: Item 9 was approved, with one no vote from Director Franklin.

Board of Directors Item 2

COMMITTEE CHAIR UPDATES
Director Hicks, Chair of the Legislative Committee, reported that the Committee met in August to discuss issues related to electrification and reviewed the status of relevant legislative bills.

Director Santangelo, Chair of the Finance Committee, reported that Chandler Asset Management is now managing $100 million of CPA’s reserve funds. The Committee received a presentation on improvements to reporting mechanisms.

Director Maloney, Chair of the Energy Committee, stated that some members of the committee will participate in an RFO Review Team meeting next week.

MANAGEMENT REPORT
Ted Bardacke, Chief Executive Officer, reminded the Board of the retreat scheduled for September 18, 2026. The first round of the Energized Communities program’s grant period will close soon, and Mr. Bardacke encouraged member agencies to apply. Mr. Bardacke also provided an update on the TOU-Smart pilot program that will give zero-cost electricity to select customers from 8 a.m. to 4 p.m. He also reported that AB 1761, sponsored by CalCCA and that enhances the transparency of data used to calculate the PCIA passed both houses of the state legislature; CPA Board members can sign a support letter to the Governor. Mr. Bardacke also reported on the failure of a bill that would have restructured California’s wildfire liability regime. Mr. Bardacke also reminded the Board that the Community Benefits Grant Program is receiving applications from non-profit organizations.

BOARD MEMBER COMMENTS
None.

REPORT FROM THE CHAIR
Chair Parkhurst remarked on a Wall Street Journal article reporting that the Ford Motor Company plans to release an electric truck called the Ford Fathom next year with a goal to sell 100,000 units annually.

ADJOURN
Chair Parkhurst adjourned the meeting at 3:24 p.m.

Staff Report – Agenda Item 3
To: Board of Directors
From: Emily Andrews, Project Manager, Structured Contracts Reviewed by: John McNamara, Senior Director, Structured Contracts Matthew Langer, Chief Operating Officer
Nancy Whang, General Counsel
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Adopt Resolution No. 26-10-111 to Authorize CPA to Transact in Out-of-State Renewable Energy Credit-only Products as Specified and Delegate Authority to the CEO to Execute any Such
Agreements
Date: October 1, 2026

RECOMMENDATION
Adopt Resolution No. 26-10-111 to authorize Clean Power Alliance (“CPA”) to transact in out-of-state Renewable Energy Credit (REC)-only products as specified herein and to delegate authority to the CEO to execute any agreements that fall within this authority.

BACKGROUND
CPA does business with a number of large customers whose operations extend beyond California and the broader Western United States. Customers have expressed an interest in CPA supporting their sustainability and renewable energy procurement needs in locations outside of the CAISO balancing area, in markets where CPA does not currently transact. As part of CPA’s commitment to good customer service and consistent with our mission of supporting sustainability initiatives, Staff believes it is reasonable to serve these customer needs at market rates that recover CPA’s costs.

Board of Directors Item 3
Because transactions to serve customer REC needs outside of California are new for CPA, the recommendation below is bounded in both time and dollars and structured so that CPA fully recovers its costs on every transaction.

DISCUSSION
The parameters of the recommended elements of the requested new transaction type are summarized in the table below.

Transaction
Parameter Recommendation
Product Type REC-only transactions: A voluntary-market product where CPA retires RECs on a customer's behalf to match their usage.

Geographic Scope Any location in the U.S. that is not connected to the California energy markets.

Duration of Authority Through December 31, 2029. Staff could return to the Board to revisit or extend the authority once CPA has experience to draw on.

Dollar Limit A cumulative not-to-exceed amount of $3,000,000.

Procurement
Approach
RECs would be procured primarily through CPA's existing broker relationships and sold to customers at a price sufficient to recover CPA's costs.

Delegation Approval authority delegated to the CEO subject to the requirements herein.

FISCAL IMPACT
Transactions under this authority are structured to recover CPA’s full cost and not create a net cost to CPA. The proposed $3,000,000 limit further bounds CPA’s exposure under this authority through 2029.

ATTACHMENT

1. Resolution No. 26-10-111
RESO NO. 26-10-111

Page 1 of 2 ends

RESOLUTION NO. 26-10-111

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA

TO AUTHORIZE CLEAN POWER ALLIANCE OF

SOUTHERN CALIFORNIA TO TRANSACT OUT-OF-STATE

RENEWABLE ENERGY CERTIFICATES AS SPECIFIED

HEREIN AND DELEGATING AUTHORITY TO THE CHIEF

EXECUTIVE OFFICER EXECUTE AGREEMENTS FOR

THESE TRANSACTIONS

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, CPA does business with a number of large customers whose operations extend beyond California and the broader Western United States.

WHEREAS, Customers have expressed an interest in CPA supporting their sustainability goals and renewable energy procurement requirements in locations within the United States but outside of the California Independent System Operator (“CAISO”) balancing area where CPA does not currently transact;
WHEREAS, CPA desires to promote customer sustainability goals and maintain CPA’s levels of customer service by providing renewable energy but limit that procurement to renewable energy credits (“RECs”) given that this would be the first time CPA engages in these transactions;
WHEREAS, the Board of Directors (“Board”) finds it reasonable and prudent to authorize CPA to transact for only RECs outside of the CAISO balancing authority; WHEREAS, the Board recognizes that these out-of-state transactions are new for CPA and therefore finds it reasonable and prudent to establish an aggregate not-to-exceed amount of $3,000,000 and to limit this authority through December 31, 2029.

The Board further requires that any RECs be sold to customers at a price sufficient to recover CPA's costs; and,
WHEREAS, the Board finds it reasonable and prudent to delegate signing authority for these limited transactions to the Chief Executive Officer (“CEO”).

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

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

RESO NO. 26-10-111

Page 2 of 2 ends

1. CPA is authorized to transact RECs only outside of the CAISO balancing authority but within the United States through December 31, 2029, for a total aggregate value not to exceed $3,000,000, and any REC transaction must, at a minimum, recover CPA’s costs (“Board Authorization”); and,

2. CEO is delegated authority to execute agreements for the transactions that fall within the Board Authorization.

APPROVED AND ADOPTED this 1st day of October 2026.

Robert Parkhurst, Chair
ATTEST:

Gabriela Monzon, Board Secretary

Staff Report – Agenda Item 4
To: Board of Directors
From: Emily Andrews, Project Manager, Structured Contracts Reviewed by: John McNamara, Senior Director, Structured Contracts Lindsay Descagnia, Vice President, Power Supply
Matthew Langer, Chief Operating Officer
Nancy Whang, General Counsel
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Approve Second Amendments to the Renewable Power Purchase Agreements with Solar Star 3, LLC and Solar Star 4, LLC Date: October 1, 2026

RECOMMENDATION
Approve and authorize the Chief Executive Officer to execute the second amendments to the Renewable Power Purchase Agreements with Solar Star 3, LLC and Solar Star 4, LLC, for the Solar Star solar photovoltaic (PV) and battery energy storage system (BESS) projects.

BACKGROUND
On June 6, 2024, CPA and BHE Renewables (BHER) entered into 20-year Renewable Power Purchase Agreements (PPAs) for two identically sized projects, each consisting of 24 MW PV facilities paired with 23 MW of BESS to help CPA meet its long-term renewable energy demand and Resource Adequacy (RA) obligations. These PPAs were the result of bilateral offers and were among the proposals approved for negotiations by the Energy Planning and Resource Committee on April 23, 2024.

The Solar Star projects experienced initial construction delays, and in September 2025 the parties executed a first amendment to each PPA allowing BHER to pay Commercial Operation Delay Damages to CPA totaling $9,870,000 to extend the Guaranteed Commercial Operation Dates (GCOD) to October 1, 2026.

Board of Directors Item 4
Since executing the first amendments, the projects have continued to experience delays due to longer-than-expected CAISO commissioning review and, at one of the facilities, equipment failure discovered upon energization. BHER has requested a second amendment to each PPA to address these continued delays. In addition, BHER paid CPA $5,044,667 per project (for a total of $10,089,334) of Additional Commercial Operation Delay Damages on September 18, 2026 in conjunction with the request for a second amendment which extended the GCOD to January 1, 2027.

PROPOSED PPA AMENDMENTS
To address the continued delays experienced by BHER, the proposed amendments would add new provisions to the PPAs allowing a bifurcated Commercial Operation Date (COD) structure: the PV and BESS components of each Solar Star facility may independently achieve commercial operation ahead of the facility’s overall COD. Allowing this bifurcated COD structure is beneficial to both parties as it gives BHER flexibility to bring each component of a project online as soon as they are ready rather than waiting for both to be complete, and it allows CPA to begin receiving power and RA benefits sooner from whichever component is ready first. Under the proposed amendments:
• New defined terms, “Full PV Market Operations” and “Full BESS Market Operations,” would be added to each PPA, establishing separate milestones for the PV and BESS components of each facility to reach commercial operation independently of one another and of the facility’s overall Commercial Operation Date;
• If either the battery or solar component of either project satisfies specified applicable Conditions Precedent before the facility reaches full Commercial Operation, CPA would refund BHER a pro-rata portion of the Additional Commercial Operation Delay Damages paid on September 18, 20261, based on that component’s share of the facility’s total guaranteed capacity.

All other commercial terms of the PPAs, including pricing, contract term, capacity, and performance obligations, remain unchanged.
1 Any Commercial Operation Delay Damages paid prior to this date are not eligible for a refund.

Board of Directors Item 4
Per CPA’s Energy Risk Management Policy, amendments to Board-approved long-term contracts that make material changes to the terms of the contract must be approved by the Board.

RATIONALE
Approval of the amendments would keep CPA on track to secure 48 MW of Renewable Portfolio Standard (RPS)-qualified energy and 46 MW of Resource Adequacy (RA) capacity from projects that are already mechanically complete, have initiated the CAISO Permission to Operate process, and are positioned to qualify for a 40% Investment Tax Credit (ITC) under the current agreements.

The bifurcated COD structure gives CPA the added benefit of receiving power or RA value from whichever resource of each facility is ready first, rather than waiting on both PV and BESS portions to be complete while still collecting delay damages for the portions of the projects that continue to experience delays.

ATTACHMENTS

1. Amendment No. 2 to the Power Purchase Agreement with Solar Star 3, LLC

2. Amendment No. 2 to the Power Purchase Agreement with Solar Star 4, LLC

AMENDMENT NO. 2
to the

RENEWABLE POWER PURCHASE AGREEMENT
between

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
and
SOLAR STAR 3, LLC
This Amendment No. 2 (“Amendment”) to the Agreement (as that term is defined below), effective as of October 1, 2026 (the “Amendment 2 Effective Date”), is entered between CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA, a California joint powers authority (“Buyer”)), and SOLAR STAR 3, LLC a Delaware limited liability company (“Seller”). CPA and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties”. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

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

A. The Parties entered into a Renewable Power Purchase Agreement on June 10, 2024, (the “June 10, 2024 Power Purchase Agreement”), under which, among other things, Seller agreed to sell to Buyer, and Buyer agreed to purchase from Seller, Product under the terms and conditions set forth in the June 10, 2024 Power Purchase Agreement.

B. The Parties entered into the Amendment No. 1 to the June 10, 2024 Power Purchase Agreement on September 5, 2025 (the “First Amendment”) (the June 10, 2024 Power Purchase Agreement, as amended by the First Amendment, is referred to as the “Agreement”).

C. On September 18, 2026, Seller paid to Buyer Additional Commercial Operation Delay Damages in the amount of $5,044,667 to extend the Guaranteed Commercial Operation Date ninety-two (92) days pursuant to Section 2 of PPA Amendment 1. The current Guaranteed Commercial Operation Date is January 1, 2027.

D. Buyer is willing to refund a portion of the Additional Commercial Operation Delay Damages on a pro rata basis as set forth herein if the Generating Facility achieves Full PV Market Operations (as defined herein) or the Storage Facility achieves Full BESS Market Operations (as defined herein) prior to the Facility achieving Commercial Operation.

E. The Parties desire to amend the Agreement on the terms and subject to the provisions set forth herein.

2 AGREEMENT
In consideration of the promises, mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows.

1. Amendments to the Agreement. The Agreement is amended as follows:
(a) In Section 1.1, new defined terms are added as follows:
“Full BESS Market Operations” has the meaning set forth in Section 2.7. “Full PV Market Operations” has the meaning set forth in Section 2.6. (b) A new Section 2.6 is added to the Agreement as follows:

2.6 Full PV Market Operations. Notwithstanding anything in this Agreement to the contrary, if Seller satisfies to Buyer’s reasonable satisfaction each of the conditions set forth in this Section 2.6 with respect to the Generating Facility only prior to both the Full BESS Market Operations and the Commercial Operation Date (“Full PV Market Operations”), then following the date Seller establishes Full PV Market Operations, (a) Buyer shall refund to Seller any Additional Commercial Operation Delay Damages previously paid Buyer an amount equal to the product of (i) the number of days from the date Seller achieves Full PV Market Operations through the Guaranteed Commercial Operation Date, multiplied by (ii) the product of (A) the daily rate of Commercial Operation Delay Damages, multiplied by (B) a ratio calculated as (i) the Guaranteed PV Capacity, divided by (ii) the Guaranteed Capacity, and (b) if the Parties agree to further extend the Guaranteed Commercial Operation Date by paying further Additional Commercial Operation Delay Damages pursuant to Section 2 of PPA Amendment 1, the daily rate of such Additional Commercial Operation Delay Damages shall be reduced by multiplying the daily Commercial Operation Delay Damages rate by a ratio calculated as (i) the Guaranteed Storage Capacity, divided by (ii) the Guaranteed Capacity. (a) Seller shall have delivered to Buyer (i) a completion certificate from a Licensed Professional Engineer substantially in the form of Exhibit H, with respect to the Generating Facility only; and (ii) a certificate from a Licensed Professional Engineer substantially in the form of Exhibit I-1 setting forth the Installed PV Capacity as of the date of Full PV Market Operations;
(b) A Participating Generator Agreement and a Meter Service Agreement between Seller and CAISO shall have been executed and delivered and be in full force and effect, and a copy of each such agreement delivered to Buyer; (c) An Interconnection Agreement between Seller and the Transmission Provider shall have been executed and delivered and be in full force and effect and a copy of the Interconnection Agreement delivered to Buyer;
(d) All applicable regulatory authorizations, approvals and permits for the operation of the Generating Facility have been obtained and all conditions thereof that

3 are capable of being satisfied on the date of Full PV Market Operations have been satisfied and shall be in full force and effect;
(e) Seller has obtained CAISO Certification for the Facility; (f) Seller has received CEC Precertification of the Facility (and reasonably expects to receive final CEC Certification and Verification for the Facility in no more than one hundred eighty (180) days from the Commercial Operation Date); (g) Seller (with the reasonable participation of Buyer) shall have completed all applicable WREGIS registration requirements, including the completion and submittal of all applicable registration forms and supporting documentation, which may include applicable interconnection agreements, informational surveys related to the Facility, QRE service agreements, and other appropriate documentation required to effect Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the Facility within the WREGIS system;
(h) [Intentionally Omitted];
(i) [Intentionally Omitted];
(j) Seller has taken all actions and executed all documents and instruments, required of Seller to authorize Buyer (or its designated agent) to act as Scheduling Coordinator under this Agreement and to fully enable the Facility to be Scheduled by Buyer, and Buyer (or its designated agent) is authorized to act as Scheduling Coordinator;
(k) Seller has delivered to Buyer an officer’s certificate stating (i) that Seller has not utilized any equipment or resources in connection with the construction, commissioning or testing of the Generating Facility in violation of Section 2.3(b), and (ii) the Tax Credit and applicable rate which Seller claims will apply for the Generating Facility and/or the Facility Energy;
(l) [Intentionally Omitted]; and
(m) [Intentionally Omitted].
(c) A new Section 2.7 is added to the Agreement as follows:

2.7 Full BESS Market Operations. Notwithstanding anything in this Agreement to the contrary, if Seller satisfies to Buyer’s reasonable satisfaction each of the conditions set forth in this Section 2.7 with respect to the Storage Facility only prior to both the date of Full PV Market Operations (if applicable) and the Commercial Operation Date (“Full BESS Market Operations”), then following the date Seller establishes Full BESS Market Operations, (x) Buyer shall refund to Seller any Additional Commercial Operation Delay Damages previously paid Buyer an amount equal to the product of (i) the number of days from the date Seller achieves Full BESS Market Operations through the Guaranteed Commercial Operation Date, multiplied by (ii) the product of (A) the daily rate of Commercial Operation Delay Damages, multiplied by (B) a ratio calculated as (1) the

4 Guaranteed BESS Capacity, divided by (2) the Guaranteed Capacity, and (y) if the Parties agree to further extend the Guaranteed Commercial Operation Date by paying further Additional Commercial Operation Delay Damages pursuant to Section 2 of PPA Amendment 1, the daily rate of such Additional Commercial Operation Delay Damages shall be reduced by multiplying the daily Commercial Operation Delay Damages rate by a ratio calculated as (i) the Guaranteed PV Capacity, divided by (ii) the Guaranteed Capacity. (a) Seller shall have delivered to Buyer (i) a completion certificate from a Licensed Professional Engineer substantially in the form of Exhibit H with respect to the Storage Facility only; and (ii) a certificate from a Licensed Professional Engineer substantially in the form of Exhibit I-1 setting forth the Installed Storage Capacity on the date of Full BESS Market Operations;
(b) A Participating Generator Agreement and a Meter Service Agreement between Seller and CAISO shall have been executed and delivered and be in full force and effect, and a copy of each such agreement delivered to Buyer; (c) An Interconnection Agreement between Seller and the Transmission Provider shall have been executed and delivered and be in full force and effect and a copy of the Interconnection Agreement delivered to Buyer;
(d) All applicable regulatory authorizations, approvals and permits for the operation of the Storage Facility have been obtained and all conditions thereof that are capable of being satisfied on the date of Full BESS Market Operations have been satisfied and shall be in full force and effect;
(e) Seller has obtained CAISO Certification for the Storage Facility; (f) [Intentionally Omitted];
(g) [Intentionally Omitted];
(h) The Storage Facility is providing Resource Adequacy Benefits to Buyer for the month in which Full BESS Market Operations occurs, except to the extent delayed by Buyer’s failure to enable Resource Adequacy Benefits; (i) [Intentionally Omitted];
(j) Seller has taken all actions and executed all documents and instruments, required of Seller to authorize Buyer (or its designated agent) to act as Scheduling Coordinator under this Agreement and to fully enable the Facility to be Scheduled by Buyer, and Buyer (or its designated agent) is authorized to act as Scheduling Coordinator;
(k) Seller has delivered to Buyer an officer’s certificate stating (i) that Seller has not utilized any equipment or resources in connection with the construction, commissioning or testing of the Storage Facility in violation of Section 2.3(b), (ii) whether there has been a change in applicable Laws as set forth in subsection (b) of the definition

5 of “Storage Rate”, and (iii) the Tax Credit and applicable rate which Seller claims will apply for the Storage Facility and/or the Delivered Energy; (l) Seller shall have delivered to Buyer an engineering assessment from a Licensed Professional Engineer, using standard practices in renewable energy and energy storage project financing (for example, taking into account battery charging restrictions, round trip losses, and with the probabilistic assessment considering standard sources of uncertainty including interannual resource variability), demonstrating that the Storage Facility has a fifty percent (50%) probability (“P50”) of delivering Delivered Energy during each hour of Contract Year 1 for every one (1) MW of NQC of the Facility, subject to the Storage Facility being Scheduled appropriately (the “Facility Engineering Assessment”); and
(m) [Intentionally Omitted].

2. Miscellaneous.
(a) Reservation of Rights. Each of the Parties expressly reserves all of its respective rights and remedies under the Agreement.
(b) Legal Effect. Except as expressly modified as set forth herein, the Agreement remains unchanged and, as so modified, the Agreement shall remain in full force and effect. Seller hereby represents and warrants that the representations contained in Section 13.1 of the Agreement are true on and as of the Amendment 2 Effective Date as if made by Seller on and as of the Amendment 2 Effective Date with respect to this Amendment. CPA hereby represents and warrants that the representations contained in Section 13.2 of the Agreement are true on and as of the Amendment 2 Effective Date as if made by Seller on and as of the Amendment 2 Effective Date with respect to this Amendment.
(c) Governing Law. This amendment and the rights and duties of the parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this amendment.
(d) Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. (e) Authorized Signatures; Notices. Each Party represents and warrants that the person who signs below on behalf of that Party has authority to execute this Amendment on behalf of such Party and to bind such Party to this Amendment. Any written notice required to be given under the terms of this Amendment shall be given in accordance with the terms of the Agreement.
(f) Effective Date. This Amendment shall be deemed effective as of the Amendment 2 Effective Date.

6 (g) Further Agreements. This Amendment may only be amended, modified or supplemented by an instrument in writing executed by duly authorized representatives of Seller and CPA; provided, this Amendment may not be amended by electronic mail communications.
(h) Counterparts. This Amendment may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument and each of which shall be deemed an original.
(i) Electronic Delivery. This Amendment may be duly executed and delivered by a Party by electronic format (including portable document format (pdf)) delivery of the signature page of a counterpart to the other Party. [Remainder of this page intentionally left blank]

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

SOLAR STAR 3, LLC,
a Delaware limited liability company.

CLEAN POWER ALLIANCE OF

SOUTHERN CALIFORNIA,
a California joint powers authority.

By: By:

Name: Name:

Title: Title:

Date: Date:

AMENDMENT NO. 2
to the

RENEWABLE POWER PURCHASE AGREEMENT
between

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
and
SOLAR STAR 4, LLC
This Amendment No. 2 (“Amendment”) to the Agreement (as that term is defined below), effective as of October 1, 2026 (the “Amendment 2 Effective Date”), is entered between CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA, a California joint powers authority (“Buyer”)), and SOLAR STAR 4, LLC a Delaware limited liability company (“Seller”). CPA and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties”. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

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

E. The Parties desire to amend the Agreement on the terms and subject to the provisions set forth herein.

Seller shall have delivered to Buyer (i) a completion certificate from a Licensed Professional Engineer substantially in the form of Exhibit H, with respect to the Generating Facility only; and (ii) a certificate from a Licensed Professional Engineer substantially in the form of Exhibit I-1 setting forth the Installed PV Capacity as of the date of Full PV Market Operations;
(a) A Participating Generator Agreement and a Meter Service Agreement between Seller and CAISO shall have been executed and delivered and be in full force and effect, and a copy of each such agreement delivered to Buyer; (b) An Interconnection Agreement between Seller and the Transmission Provider shall have been executed and delivered and be in full force and effect and a copy of the Interconnection Agreement delivered to Buyer;
(c) All applicable regulatory authorizations, approvals and permits for the operation of the Generating Facility have been obtained and all conditions thereof that

3 are capable of being satisfied on the date of Full PV Market Operations have been satisfied and shall be in full force and effect;
(d) Seller has obtained CAISO Certification for the Facility; (e) Seller has received CEC Precertification of the Facility (and reasonably expects to receive final CEC Certification and Verification for the Facility in no more than one hundred eighty (180) days from the Commercial Operation Date); (f) Seller (with the reasonable participation of Buyer) shall have completed all applicable WREGIS registration requirements, including the completion and submittal of all applicable registration forms and supporting documentation, which may include applicable interconnection agreements, informational surveys related to the Facility, QRE service agreements, and other appropriate documentation required to effect Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the Facility within the WREGIS system;
(g) [Intentionally Omitted];
(h) [Intentionally Omitted];
(i) Seller has taken all actions and executed all documents and instruments, required of Seller to authorize Buyer (or its designated agent) to act as Scheduling Coordinator under this Agreement and to fully enable the Facility to be Scheduled by Buyer, and Buyer (or its designated agent) is authorized to act as Scheduling Coordinator;
(j) Seller has delivered to Buyer an officer’s certificate stating (i) that Seller has not utilized any equipment or resources in connection with the construction, commissioning or testing of the Generating Facility in violation of Section 2.3(b), and (ii) the Tax Credit and applicable rate which Seller claims will apply for the Generating Facility and/or the Facility Energy;
(k) [Intentionally Omitted]; and
(l) [Intentionally Omitted].
(c) A new Section 2.7 is added to the Agreement as follows:

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

SOLAR STAR 4, LLC,
a Delaware limited liability company.

CLEAN POWER ALLIANCE OF

SOUTHERN CALIFORNIA,
a California joint powers authority.

By: By:

Name: Name:

Title: Title:

Date: Date:

Staff Report – Agenda Item 5
To: Board of Directors
From: Gina Goodhill, Senior Director, Government Affairs Approved By: Ted Bardacke, Chief Executive Officer
Subject: Receive and File September 2026 Bill Positions Report Date: October 1, 2026

RECOMMENDATION
Receive and file.

ATTACHMENT

1. 2026 Legislative and Regulatory Policy Platform

Board of Directors Item 5
Bill Number &
Author
Title & Summary Status CPA Position Alignment
with CPA
Policy
Platform
Notes
AB 2396
Assemblymember
Jacqui Irwin
Community choice
aggregators: electric
transmission lines Would
authorize a CCA to develop,
finance, construct, operate,
lease purchase and maintain
electric transmission lines as
part of the State’s newly
created Transmission
Accelerator.
5/14/26
Failed, Held in
Assembly
Appropriations
Committee
Sponsor 1g Stemming from direction at
the 2025 Board retreat, this
CPA sponsored bill would
allow CCAs to take advantage
of tax-exempt debt to bring
down the cost of transmission
lines via a new state-backed
Transmission Accelerator,
with savings that would be
passed on to ratepayers.

AB 1761
Assemblymember Chris
Rogers
Electricity: calculation
methodology: data
disclosure
Would require the CPUC or
IOUs to share all data
underlying the Power Charge
Indifference Adjustment
(PCIA) with CCAs.
9/20/26
Vetoed by Governor
Support 1a, 4a This California Community
Choice Association (CalCCA)
sponsored bill would allow
CCAs to ensure PCIA
calculations are accurate and
CCA customers are not
overcharged.

SB 1138
Senator Steve Padilla
Load-serving entities:
resource adequacy
requirements. Would give
CCAs and other load-serving
08/14/2026
Failed, held in
Assembly
Support 2a This CalCCA sponsored bill
would correct a mismatch
between how LSE’s RA
obligations are calculated and

Board of Directors Item 5
entities (LSEs) flexibility to
transact Resource Adequacy
(RA) load obligations at the
hourly level.

Appropriations
Committee
how LSEs buy and sell RA. It
could annually save millions of
dollars on unnecessary costs
for ratepayers.

AB 2313
Assemblymember Marc
Berman
Gas corporations: gas
distribution service line
replacements: alternatives
Would require gas utilities to
offer a Gas Distribution
Service Line Replacement
Alternative Program.
09/08/2026
Enrolled and presented
to the Governor
Support 3b, 5a Also known as the Home
Energy Choice Act, this bill
would allow a residential gas
customer facing a planned or
forecasted gas service line
replacement to their home to
discontinue gas service and
instead choose a voluntary
incentive to electrify their
home.

SB 868
Assemblymember Scott
Wiener
Electricity: portable solar
generation devices. Would
temporarily exempt certain
portable solar devices from
state law and electric utility
rules regarding
interconnection requirements
08/31/2026
Enrolled and presented
to the Governor
Watch 3a, 5c This bill would exempt plug-in
solar panels, also known as
balcony solar, from typical
interconnection requirements
from a utility, electrician or a
building code official. While
popular in many parts of
Europe, balcony solar is
typically not allowed in the US
without utility approval, and
therefore not as prevalent.

Board of Directors Item 5
AB 2383
Assemblymember Rick
Chavez Zbur
Electricity: large energy use
facilities
Would require the CPUC to
establish a retail electricity
classification and schedule for
large energy use facilities, as
well as a standard contract
overseen by the CPUC.
09/21/2026
Approved by the
Governor.

Watch 1b, 1e, 1f, 2a,
2b
One of seven data center bills
that the Governor signed as
part of his data center
package, this bill requires the
state to create a special
electricity rate for data
centers. CCAs support having
data centers cover their costs
without burdening other
ratepayers and have
advocated for policies that do
this without giving the CPUC
new authorities over CCA
rates and customer contracts.

AB 2111
Assemblymember Diane
Papan
Electricity: transmission
planning and transmission
facilities
Would require the CEC,
CPUC, and CAISO to update
transmission planning in-line
with FERC guidance.
09/20/2026
Approved by the
Governor.

Watch 2a, 2b Would modernize California’s
transmission planning
framework by requiring
planners to evaluate multiple
future eventualities instead of
relying on a single load
forecast to drive transmission
investments.

SB 1329
Senator Jerry McNerney
Real property tax:
valuation: active solar
energy system
Would establish valuation
rules for active solar energy
08/05/2026
August 5 set for first
hearing canceled at the
request of author
Watch 2b This bill would establish
uniform valuation for a solar
energy system and that the
valuation of such a system is
limited to only the tangible

Board of Directors Item 5
systems for property tax
purposes and would require
assessors to exclude certain
benefits, including renewable
energy credits, when using
the income method.
property comprising the active
solar energy system and does
not include intangible assets
and rights of the system.

AB 1975
Assemblymember Nick
Schultz
Electric corporations:
distribution grid utilization
metric
Would require the CPUC to
establish a grid utilization
metric to encourage load
shifting.
5/14/26
Failed, Held in
Assembly
Appropriations
Committee
Watch 3a This bill aims to manage
distribution costs and reduce
the need for infrastructure
upgrades by providing
financial incentives to IOUs to
encourage load shifting and
more efficient use of existing
grid technology. Ensuring
CCAs are not put at a
competitive disadvantage will
be key.

AB 2369
Assemblymember Chris
Rogers
Electricity: resource
adequacy requirements:
transmission facility
planning
Would require the Public
Utilities Commission to better
account for energy-only
resources in clean energy
procurement, transmission
09/08/2026
Enrolled and presented
to the Governor
Watch 2a, 2b, 2d This bill would direct the
commission to consider how
these resources can help
meet clean energy
deployment goals, charge
storage during off-peak hours,
and add diversity to the grid,
while also identifying cost-effective transmission
upgrades to improve their

Board of Directors Item 5
planning, and interconnection
decisions.
deliverability and reserving
deliverability for geothermal
and wind where appropriate.

AB 2266
Assemblymember Nick
Schultz
Electricity: load-serving
entities
Would direct the Public
Utilities Commission to
consider by January 1, 2030,
whether to consolidate certain
load-serving entity
procurement plans and
reliability compliance reports,
and to explain any decision
that consolidation is not
feasible.
09/20/2026
Approved by the
Governor
Support 2a, 2b, 2c LSEs spend significant
resources tracking and
compiling compliance reports,
and any changes to provide
more certainty and reduce
duplicate work could benefit
all LSEs.

AB 1934
Assemblymember Steve
Bennett
State Fire Marshal: home
hardening certification
Would require the Office of
the State Fire Marshal’s
Wildfire Mitigation Advisory
Committee to develop an
implementation plan for a
home hardening certification
program.
09/10/2026
Enrolled and presented
to the Governor
Support 3c, 5a One of several bills proposed
in response to wildfire
destruction, this bill would
develop a voluntary, home
hardened certification
program that state incentives
could then be tied to.

Board of Directors Item 5
AB 1960
Assemblymember Steve
Bennett
Wildfire Prevention Grant
Program: identified
cohesive fire communities
Would allow CAL FIRE to
disperse Wildfire Prevention
Grant funding to communities
that have reached at least
50% of homes hardened.
09/10/2026
Enrolled and presented
to the Governor
Support 3c, 5a One of several bills proposed
in response to wildfire
destruction, this bill
approaches wildfire resilience
on a community level by
incentivizing communities to
reduce risk together rather
than one at a time.

AB 1964
Assemblymember Steve
Bennett
State Fire Marshal: Home
Hardening
Would strengthen statewide
standards for home hardening
in fire-prone areas by
directing the State Fire
Marshal to expand and
update requirements for
ember-resistant construction
and retrofit measures.
08/27/2026
Enrolled and presented
to the Governor
Support 3c, 5a One of several bills proposed
in response to wildfire
destruction, this bill
approaches wildfire resilience
on a community level by
establishing a more robust,
science-based home
hardening standards for new
and existing homes.

SB 894
Senator Ben Allen
Wildfire resiliency: financial
assistance
Would establish the California
Wildfire Resilience Loan
Program to provide financial
assistance for projects and
activities that reduce wildfire-related risks and losses 09/02/2026
Enrolled and presented
to the Governor
Support 3c, 5a One of several bills proposed
in response to wildfire
destruction, this bill would
connect borrowers with low
interest financing options,
backed by the state, to
finance home hardening
improvements.

Board of Directors Item 5
AB 710
Assembly Member Jaqui
Irwin
Microgrid Projects
Would establish mandatory
collaborative frameworks and
strict data-sharing protocols
between IOUs and local
public agencies.
8/13/2026
Failed, Held in Senate
Appropriations
Committee
Watch 3a,3c Has potential to increase
transparency and data for
CCAs that would allow them
to more easily develop
microgrid projects by requiring
technical data from IOUs.

AB 1787
Assembly Member Jaqui
Irwin
Smart meter infrastructure:
dynamic rate option
Would require large IOUs to
offer customers an optional
dynamic rate tariff tied to
upgraded smart meter
infrastructure and real-time
grid conditions.
8/13/2026
Failed, Held in Senate
Appropriations
Committee
Watch 2b, 4a, 4c While the measure advances
California’s broader demand
flexibility and electrification
goals, it raises key concerns
for CPA and CCAs,
particularly around rate parity,
data access, cost shifting, and
CCA program autonomy.

CalCCA is actively working to
try to resolve these issues.

2026 Legislative and Regulatory Policy Platform
Overview and Purpose
The Clean Power Alliance (CPA) Legislative and Regulatory Policy Platform (Platform) serves as a guide to the CPA Board of Directors and CPA staff in their advocacy efforts and engagement on policy matters of interest to CPA. The Platform allows both members of the CPA Board of Directors and CPA staff to pursue actions at the regional, state and federal legislative and regulatory levels in a consistent manner and with the understanding that they are pursuing actions in the best interest of the organization and its mission, its member agencies, and its customers.

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

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

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

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

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

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

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

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

These principles are incorporated throughout the platform below.

Policy Platform

1. Affordability and Local Control
a. Cost allocation: CPA will pursue administrative and legislative initiatives that will ensure that non-bypassable charges for CPA customers, including any income-based fixed charges, are assessed fairly compared to bundled customers. b. Fair rates: CPA will engage in legislative initiatives that seek to ensure that rates are reasonable and transparent, and that balance evolving wildfire and grid hardening needs with affordability.
c. Finances: CPA will pursue administrative and legislative initiatives to ensure that CPA is eligible to apply and receive funding made available to the electricity sector for decarbonization, reliability, and affordability purposes, and that CPA’s financial health is not disparately impacted by new regulations. d. CCA Expansion: CPA will pursue administrative and legislative initiatives to protect CPA’s ability to expand its service to new member agencies. e. Customer Acquisition: CPA will pursue administrative and legislative initiatives that preserve the CCA model as the default service provider for all eligible customers in its service territory.
f. Local Control: CPA will pursue administrative and legislative initiatives to protect CPA Board’s authority over CPA’s procurement, rate-setting, governance, and customer program development activities.
g. Infrastructure Financing: CPA will pursue administrative and legislative initiatives that support alternative approaches to financing energy infrastructure that reduce costs for all customers.

2. Power Resources Planning and Procurement
a. Resource Adequacy and Reliability: CPA will pursue administrative and legislative initiatives that will enable CPA to secure capacity resources to meet

its reliability obligations, such as initiatives that evaluate the supply of capacity resources available to load serving entities (LSEs), determine the appropriate market mechanisms for LSEs to procure capacity resources, and develop a durable policy framework that encourages all LSEs to construct their fair share of new capacity resources to maintain grid reliability while pursuing decarbonization efforts.
b. Renewable and Carbon-Free Resources: CPA will pursue administrative and legislative initiatives that will maximize CPA’s ability to procure eligible Renewable Portfolio Standard (RPS) and carbon-free resources to meet the needs of CPA’s three product offerings and its long-term RPS procurement goal as required by SB 100 and other statutory or regulatory obligations, as well as providing CPA adequate and equal access to transmission capacity. c. Integrated Resource Plan: CPA will pursue administrative and legislative initiatives that will maximize CPA’s ability to plan and procure resources to meet various environmental and reliability goals set by state laws and by its Board of Directors, while offering affordable products and programs to serve its customers, including disadvantaged communities.
d. Customer Interconnection: CPA will pursue administrative and legislative initiatives that support reducing timelines in interconnection and service extensions for new construction, critical services, renewable energy, building decarbonization, and other projects in CPA’s service territory. e. Research & Development: CPA will pursue administrative and legislative initiatives that support the research and development of new energy resources that can be procured to meet the reliability and decarbonization goals set by the State and its Board of Directors.
f. Grid Reliability: CPA will pursue administrative and legislative initiatives that support the expansion of a regional Western energy grid that improves reliability; accelerates decarbonization; improves transmission planning; reduces costs for ratepayers and load serving entities; maintains California’s ability to set, meet and implement its own climate goals; and protects clean energy jobs within the State.

3. Customer Programs
a. Demand Response, Demand Flexibility and Energy Efficiency: CPA will pursue administrative and legislative initiatives that will enable CPA and its customers

to develop and participate in programs that promote the use of clean energy in an efficient and managed way to support cost reduction, grid reliability, and lower greenhouse gas emissions.
b. Building and vehicle decarbonization: CPA will pursue administrative and legislative initiatives that support the ability of CPA to promote statewide building and vehicle decarbonization, primarily through electrification. c. Local Grid Management and Resiliency: CPA will pursue administrative and legislative initiatives that support the ability of CPA and its member agencies to offer local grid management and resiliency solutions to increase local reliability, and adaptability that could protect against power outages and extreme heat. d. Research and Development: CPA will pursue administrative and legislative initiatives that support the ability of CPA to explore new opportunities related to behind-the-meter clean energy resources.

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

5. Diversity, Equity, Inclusion
a. Protecting vulnerable customers: CPA will pursue administrative and legislative initiatives that support healthy communities, particularly environmental and social justice communities in CPA’s service territory.
b. Supplier Diversity: CPA will pursue administrative and legislative initiatives that support supplier diversity in CPA’s contracting activities and through women-

owned, minority-owned, disabled-veteran-owned, and lesbian, gay, bisexual, and/or transgender owned business enterprises.
c. Energy Equity: CPA will pursue administrative and legislative initiatives that support increased access to clean energy technologies, workforce development initiatives that support the clean energy industry, and clean energy opportunities for environmental and social justice communities in CPA’s service territory.

Staff Report – Agenda Item 6
To: Board of Directors
From: Christian Cruz, Senior Community Outreach Manager Approved by: Ted Bardacke, Chief Executive Officer
Subject: Community Advisory Committee (CAC) Report
Date: October 1, 2026

RECOMMENDATION
Receive and file.

MEETING REPORT
The Community Advisory Committee did not meet in September but participated in the annual Board of Directors retreat.

Staff Report – Agenda Item 7
To: Board of Directors
From: Jillian Nelson, Senior Manager, Load Flexibility & Program Operations
Reviewed by: Joanne O’Neill, Senior Director, Customer Programs Matthew Langer, Chief Operating Officer
Francis Choi, Assistant General Counsel
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Approve Professional Services Agreement and Delegate Authority for Demand Response Program
Date: October 1, 2026

RECOMMENDATION
A. Approve and authorize the Chief Executive Officer (“CEO”) to execute a Professional Services Agreement (“PSA”) with Olivine Inc. to provide a demand response program for residential and business customers for an initial three (3) year term with a total not-to-exceed (“NTE”) amount of $3,718,444 for implementation services, device fees, and incentives, and up to two (2) successive one (1) year renewal terms with a total NTE in the amounts of $1,467,148 and $1,572,648 respectively.

B. Delegate authority to the CEO to develop and maintain necessary enrollment documents such as Program Terms and Conditions consistent with the parameters specified in this staff report.

BACKGROUND
The Power Response Program was initiated in October 2019 when the Board approved a tripartite Services Agreement between CPA, Calpine Energy Services, and Olivine, Inc. for the implementation of a Demand Response Pilot Program, which was later named

Board of Directors Item 7
Power Response. The Pilot concluded in November 2021, following a decision to scale the program and release a Request for Proposal (“RFP”) for Demand Response Implementation Services.

In September 2021, the Board approved a Professional Services Agreement between CPA and AutoGrid for Demand Response Implementation Services for CPA’s Power Response Program. AutoGrid was subsequently acquired by Uplight. The agreement with Uplight will conclude in March 2027, following a third and final renewal term. In alignment with CPA’s Non-Energy Contracting Policy, staff launched an RFP in April 2026 to assess the market and ensure the best value for contracting.

DISCUSSION
The Power Response Program is an energy-saving program designed to support a more reliable power grid by partnering with CPA's customers to reduce or shift load during peak times. Participants receive financial incentives for responding to ”Energy Saving Events,“ which occur on days when energy demand and costs are higher than projected.

The Power Response Program currently includes three ways to participate, providing a participation pathway for all CPA customers. The pathways include: “Home,” for residents who can manually adjust appliances to conserve; “Smart Home,” which allows residents to register networked smart devices, such as thermostats, that are automatically adjusted during energy saving events; and “Commercial Leaders,” a way for businesses and public sector customers to receive incentives for reducing usage during energy saving events.

Under the new proposed PSA, a fourth pathway will be added in 2027 designed to engage and enroll small and medium businesses (”SMB”), which is described in further detail below.

There are over 4,000 households enrolled in Power Response and CPA has paid more than $800,000 in incentives since the program launched. Through the 2025 summer

Board of Directors Item 7
season1, the program saved over 287 megawatt hours (”MWh”) during the most costly and emissions-intensive times of the day, thus reducing CPA’s costs and greenhouse gas emissions. In addition to the avoided cost from purchasing high-cost energy from the market, the Power Response Program also benefits CPA by aggregating and selling the energy created by the load shift as a resource in the California Independent System Operator (“CAISO”) market.

Power Response Program Enhancements
As the energy market has evolved, demand response programs continue to be a key part of effective grid management and electricity cost containment strategies. CPA has continued to improve and optimize the Power Response Program, building on lessons learned and adapting to changes in the market. Additionally, CPA staff evaluated the results from the program-to-date, including enrollment trends, energy savings and shifting results, and CAISO revenues to determine what aspects of the program should continue and what could be adjusted under a new PSA to provide additional value to CPA and its customers.

Customer acquisition challenges have emphasized the importance of creating a streamlined enrollment experience and having an engaging customer experience. The next iteration of the Power Response program that would be available in spring 2027 under the proposed PSA would include the following enhancements to streamline operations, deliver more value to CPA and its customers, and foster additional participation:
• Customer Experience Improvements: A newly designed customer experience will deliver a clear, intuitive, and customer-centered approach across all stages of engagement, from enrollment through participation and incentive fulfillment.

Customers will transition to a new customer portal, which will provide a streamlined customer experience for recruitment, enrollment, and performance tracking for the Power Response Program. A web and mobile app will be available to participants, 1 Results from the 2026 summer season are dependent on availability of customer usage data and vendor analysis which is expected to be complete in late 2026.

Board of Directors Item 7
that supports enrollment, meter data visualization, event notification, performance impact reporting, and ongoing engagement across residential, SMB, and portfolio-level visibility for multi-site business customers.
• Device Additions: Currently, Smart Home supports solar with home batteries (SolarEdge) and smart thermostats (Nest, ecobee, and Sensi). To expand participation, new automated smart connected devices will be added to the Smart Home participation pathway as device options, including Amazon/Alexa smart home base, Pentair pool equipment, Carrier smart heating ventilation and air conditioning (“HVAC”), and several energy control platforms. • Small and Medium Business Pathway: A new participation pathway will be established for small and medium businesses, incorporating both behavioral demand response (“BDR”) and automated demand response (“ADR”) load reduction methods. This approach will offer streamlined enrollment and incentivize customers based on their measured results, without penalty for under delivery during any specific event day.
• Incentive Structure: Currently Smart Home has a fixed incentive level regardless of load shifting during an event. CPA will transition this pathway and align incentives across pathways to a performance-based incentive structure, which reflects the type of energy reduced from the device or location and is consistent across all participation pathways.
• Reporting: Enhanced reporting will be available to CPA, including dashboards displaying enrollments, capacity, event performance, settlements, event messaging, and key performance indicators.

Vendor Selection
Staff conducted a Request for Proposals in April 2026 to assess the market and ensure the best value for a contractor to provide a demand response program for residential and business customers that includes, but is not limited to, a distributed energy resource management system (“DERMS”), a customer interface, end-to-end customer experience, incentive payments, and program reporting dashboards. Of the eight proposals received, three vendors were selected to proceed to the interview stage because they met all of the

Board of Directors Item 7
RFP requirements and had the required relevant experience implementing this type of large and complex program. Following interviews, staff selected Olivine Inc. (“Olivine”) to proceed to negotiations. Olivine had the lowest cost proposal and the strongest relevant experience, providing CPA with the best value.

Olivine has over 15 years of experience, which currently includes serving over 13 million customers and managing approximately 3 GW of flexible load through their platform. CPA will benefit from the cost savings and user experience optimizations associated with using an existing and proven platform. Olivine also brings extensive experience managing load flexibility programs in California, including the California Energy Commission (“CEC”) Demand Side Grid Support (“DSGS”) program and the Emergency Load Reduction Program for California investor-owned utilities, such as Southern California Edison (“SCE”) and Pacific Gas & Electric (“PG&E”). Olivine implemented CPA’s original Power Response pilot from 2019 to 2021. While that engagement encountered challenges, Olivine has significantly improved their platform, expanded original equipment manufacturer (“OEM”) relationships, and modernized their user experience and reporting.

Their proven experience managing large and complex programs over the last few years and strong references gave CPA confidence in their ability to meet the enhanced expectations and needs of the entire Power Response Program.

Vendor Scope of Work
The Scope of Work is organized into seven areas which Olivine will hold primary responsibility for completing, in collaboration with CPA. CPA will retain oversight of program implementation and performance, and customer marketing and engagement, which will be critical to the quality and success of the program.

1. Kick-off & Implementation Planning: Implementation planning activities will commence upon approval of the PSA and will include development of a detailed implementation plan, a transition plan for existing participants, customer journey documentation, and an outreach plan. The implementation plan will include the

Board of Directors Item 7
finalization of the incentive structure, eligibility requirements, and incentive amounts.

2. Program Launch & Implementation: Olivine will execute the implementation plan and manage all aspects of program implementation, including the transition of existing participants into new systems, development of a DERMS platform, the implementation of a load shifting strategy, and the launch of a CPA-branded customer interface.

3. Marketing & Engagement Activities: While direct marketing to CPA customers will be managed and issued by CPA, Olivine will manage the customer experience, participant engagement, OEM marketing, and customer support.

4. OEM Development & Management: Olivine will develop a participating network of OEM integrations on CPA’s behalf to acquire potential customers with smart devices capable of automated demand response into the program. This includes a plan for expanding OEM partnerships and integrating new device connections into the program.

5. Administrative Services & Program Management: Olivine will manage the administration and operation of the program, including the establishment of a secure application programming interface (“API”) connection that will provide a real-time confirmation of a customer’s CPA status. Regular reporting on enrollment status, communications, invoicing, and customer journey metrics will also be provided under this task.

6. Wholesale Market Participation: Upon reaching an efficient scale for participation, which is anticipated to occur in 2028, Olivine will support wholesale market participation, including all necessary functions to enable CAISO market integration of CPA’s Power Response resources.

7. Program Ramp Down Services: Prior to the expiration or termination of the PSA, Olivine will deliver a transition plan for all materials produced in conjunction with the program as well as for transitioning customers to a new implementer if appropriate.

Board of Directors Item 7
Program and Customer Transition
Olivine will work with the existing program implementer, current program participants, and OEMs to transition customers into the new program platform. In alignment with the Power Response Program terms and conditions, and to reduce the impact to customers, Olivine will migrate all existing Power Response participants and their enrolled devices into Olivine's DERMS platform without re-enrollment, reauthorization delays, or disruption to program operations. This will involve working with all four existing OEM partners — ecobee, Sensi, Renew Home (Nest), and SolarEdge — to secure written transition agreements, confirm continuity of existing device fee and program fee structures, and establish technical coordination timelines. Olivine will develop and manage a coordinated communications campaign for existing participants, informing them of the transition, the new customer interface, and continuity of their enrollment status and incentive eligibility.

Customer Experience
Power Response, with Olivine‘s implementation support, will offer streamlined enrollment pathways, customer engagement and educational tools, and customer support and assistance, helping CPA customers overcome barriers to demand response program participation. Olivine has developed comprehensive end-to-end customer experiences designed to be informative, educational, convenient, supportive, and rewarding. This includes:
• Awareness and Education: Customer education will focus on how the program works, how customers can enroll and participate, and the benefits from participating. For large business and public sector customers, Olivine will provide direct technical assistance to evaluate flexible load and revenue earnings. • Enrollment and Participation: Participants will be provided with a dedicated portal via a web based or mobile app, and consistent workflows to provide a streamlined user experience. The portal will serve as a hub where customers can easily apply, validate their eligibility, access program resources, view energy consumption data, track incentives, receive energy notifications, and find FAQs and contact information.

Board of Directors Item 7
• Communication and Continuous Engagement: Program communication messages will be sent to customers via their preferred notification method - Short Message Service (”SMS”), email, and/or in-app push notifications. Program participants will be able to reply to event opt-in requests via SMS, web links, or the Olivine app.

Defining the customer journey is a key deliverable identified in the scope of work. Olivine will propose best practices and their recommended approach, and CPA will work collaboratively with them to ensure the customer experience integrates seamlessly and enhances our customer’s experience in the program.

Program Targets and Incentive Structure
Under this agreement, Olivine will deliver a minimum of three (3) megawatts (“MW”) of added dispatchable capacity by the end of the three (3) year term. This will be in addition to the existing capacity of over three (3) MW that will remain enrolled. To achieve this level of dispatchable capacity during the initial term, the goal is to enroll an additional 1,500 smart devices in Smart Home, 1,500 accounts in Home, 30-45 sites in Commercial Leaders, and 150 SMB customers.

While the specific elements of the incentive structure will be determined during the program implementation planning stage in collaboration with Olivine, the incentive amounts will be reflective of the type of load reduction expected from the device or location. The program will continue to offer an initial sign-up incentive for enrolling and will transition to offering a participation incentive that is reflective of the energy reduced during events across all pathways. This will align incentives with delivered results and motivate customers to increase their load shifting during events. A similar incentive design has been utilized for the Home participation pathway since it launched in 2023 and has proven to be successful in enrolling customers, particularly those on low-income assistance rates, and in generating 27 MWh in energy savings. Over 1,300 customers are participating in the Home pathway, 62% of which are on low-income assistance rates.

The program enrollment goals and draft incentives levels are shown below in Table 1.

Board of Directors Item 7
Table 1: Enrollment Goals and Draft Incentives
Proposed Incentive Structure Pathway 3-Year
Enrollment Goal Sign-Up Participation
Smart Home 1,500 devices
• Smart thermostats: $85
• Home batteries: $400
• Pool Equipment: TBD
• Smart HVAC Controls: TBD
• Smart Home Control
Panels: TBD
$2/kWh
Home 1,500 accounts $20 $2/kWh
Commercial
Leaders 10-15 sites $200 $2/kWh
Small/Medium
Business (New) 50 accounts $50 $2/kWh
Budget and Term
The total Power Response Program NTE for the initial 3-year term, including implementation services, device fees, and customer incentives, is $3,718,444. The total NTE for each successive one-year renewal term is $1,467,148 and $1,572,648, respectively.

If approved by the Board, CPA will work with Olivine to initiate the kick-off and facilitate the transition of customers from Uplight to Olivine systems, with the goal of completing the transition to Olivine by April 2027.

FISCAL IMPACT
Power Response program costs were included in the Board-approved FY 2026/27 and FY 2027/28 budgets. Costs for subsequent years will be included in future budget proposals.

ATTACHMENTS

1. Presentation on Power Response Vendor Transition

2. Professional Services Agreement with Olivine Inc.

Power Response Vendor Transition
October 1, 2026

Agenda
2 Introduction
Program Overview: Objectives, History, and Impacts
Best Practices, Lessons Learned, and Planned Enhancements Vendor Selection & Services
Customer Journey and Launch Timeline
Q&A
Action Requested: Approve and authorize the CEO to execute a Professional Services Agreement with Olivine Inc., and to develop Terms and Conditions and other necessary documentation to enroll customers in the Power Response Program.

Power Response Program
3 A demand response program that encourages both residential and commercial customers to reduce energy usage during Energy Savings Events, when electricity cost is at its highest and/or demand is high.

What is Power Response?
How Does it Work?
Participants in the program receive financial incentives for temporarily reducing stress on the grid during Energy Saving Events
The program features three tracks, making it available to all CPA customers so that everyone can receive incentives for shifting or reducing energy usage; ~4,000 current CPA customers enrolled Shifting usage away from high priced times reduces procurement costs and supports overall CPA rate affordability
Direct Load Control
through smart devices,
such as smart
thermostats & batteries
Smart Home
Behavioral approach,
where participants make
manual adjustments to
systems at home
Home
Custom load
reduction strategies are
developed for business
customers to reduce
energy
Commercial
Leaders

Program Objectives
4 Load Flexibility:
• To support emergency responses to energy price and grid strain, while reducing procurement costs through avoidance of high energy price purchases.

Customer Affordability:
• Providing a program to customers to help them better manage their energy bills and obtain cost savings through incentives and transparency of load shed results.

Accessibility:
• Offer multiple participation pathways, delivering an accessible program that is available to all CPA customers.

Customer Experience:
• Provide a program that is easy to use and understand, while bringing value directly to the customer.

Power Response Program History
5 • Term: 2020-2021
• Implementer: Olivine Inc.
• Enrollments: 606 devices
• Term: 2022-present
• Implementer: AutoGrid/ Uplight
• Enrollments: 4,089 accounts
• Income Eligible Pilots: Flick Smart Light
Switch Pilot and Free Smart Thermostats
Power Response Pilot Power Response Program

Program Achievements
6 • The Power Response Program has
experienced steady growth since the re-launch in 2022.
• To-date there have been 81 events,
resulting in 287 MWh of energy savings.
• CPA has issued over $800K in incentives
to participants.
• We have achieved an overall retention
rate of 71% for the program.
• CARE/FERA customers account for 62%
of Power Response Home enrollments.

Total Enrollments
Home Smart Home Residential Total
0 500
1000
1500
2000
2500
3000
3500
4000
4500
Power Response Enrollments by Pathway
CARE/FERA Other Enrollments

Program Evaluation & Planned Enhancements
7 Best practices and lessons learned:

Large commercial customers benefit from
custom energy reduction planning and
strategies, however, smaller businesses
prefer a more streamlined offering
Manufacturer partnerships and marketing
channels are important for scalability.

A streamlined and easy to understand
customer experience is essential for
program success
Varying incentive structures by pathway
leads to customer confusion and doesn’t
appropriately value customer’s impacts
Program enhancements:

New pathway, creating a streamlined
approach for small and medium business
customers.

Expanded device eligibility to include new
manufacturers and types of devices
Enhanced customer web and app
interface for entire customer journey
A revised and simplified incentive
structure focused on performance
payments for measured energy
reductions to better align with avoided
procurement costs.

Olivine Professional Services Agreement
• As the current Power Response contract nears its conclusion, in alignment with CPA’s Non-Energy Contracting Policy, staff launched a Request for Proposal (RFP) in April to assess the market and ensure the best value for the continuation of the program. • Following this competitive solicitation process, staff selected Olivine Inc. Olivine had the lowest cost proposal and the strongest relevant experience, providing CPAwith the best value.
• Olivine has over 15 years of experience delivering large-scale demand response and DER programs, which includes load flexibility programs in California, such as the California Energy Commission (CEC) Demand Side Grid Support (DSGS) program and the Emergency Load Reduction Program for California IOUs.
• The PSA has a Not-to-Exceed value of $3,718,444 for the initial three (3) year term, with an option to extend for two (2) consecutive one (1) year terms in the amounts of $1,467,148 and $1,572,648 respectively. These costs include implementation, incentives, and device fees. Funds for the first two years are already in CPA's Board-approved budgets. 8 Program Services Provided by Olivine
Implement and manage a full-service demand response program for residential and business customers.

Manage the transition of current participants to new program platform.

Develop and manage a Distributed Energy Resource Management (DERMS) System to dispatch capacity.

Enhanced end-to-end customer experience, including a web and mobile customer application.

Manage wholesale market participation of dispatchable resources, upon reaching an efficient scale. 9 Customer Journey
10 A simple, connected experience from first awareness through ongoing participation 1 DISCOVER
Learn how Power
Response can fit
their home or
business.
2 CHOOSE
Select the
participation
pathway that
works for them.
3 ENROLL
Join digitally or
with assisted
support.
4 PARTICIPATE
Respond to
events or connect
eligible devices.
5 EARN
Receive
incentives for
helping reduce
demand.
6 STAY ENGAGED
See results,
receive support
and keep
participating.

One program. Multiple
ways to participate. Smart Home Home Small & Medium
Business
Commercial
Leaders

PSA Enrollment Goals & Draft Incentives
11 Pathway
3-Year
Enrollment Goal
Proposed Incentive Structure
Sign-Up Participation*
Smart Home 1,500 devices
• Smart thermostats: $85
• Home batteries: $400
• Pool Equipment: TBD
• Smart HVAC Controls: TBD
• Smart Home Control Panels: TBD
$2/kWh
Home 1,500 accounts $20 $2/kWh
Commercial Leaders 10-15 sites $200 $2/kWh
Small/Medium
Business (New) 50 accounts $50 $2/kWh
Dispatchable capacity goal: 6.8MW (currently 3.8MW enrolled) *Participation incentives are measures based on actual kWh reductions during Energy Savings events. These load reductions directly tie to reduced procurement costs during the most costly and emissions-intensive times of the day

Transition and Launch Timeline
12 Program start-up phase
October
Vendor provides draft
planning documents:

Implementation Plan,
Customer Transition Plan,
Outreach Plan, and Customer
Journey Map.

November
Finalized planning
documents provided to CPA.

December
Implementation plan
execution progresses
January
Establish OEM connections
Establish customer
verification API
February
DERMS Platform and
customer interface go live
Marketing materials,
customer forms, and terms
finalized
March
All program pathways
launched
April
On-going customer
recruitment and engagement
2027-2029

Action Requested
13 A. Approve and authorize the Chief Executive Officer (CEO) to execute a Professional Services Agreement (PSA) with Olivine Inc. to provide a demand response program for residential and business customers for an initial three (3) year term with a total not-to-exceed (NTE) amount of $3,718,444 for implementation services, device fees, and incentives, and up to two (2) successive one (1) year renewal terms with a total NTE in the amounts of $1,467,148 and $1,572,648 respectively.

B. Delegate authority to the CEO to develop and maintain necessary enrollment documents such as Program Terms and Conditions consistent with the parameters specified in this staff report.

Questions

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA
This Professional Services Agreement (this “Agreement”), dated and effective as of October 5, 2026 (the “Effective Date”), is made by and between:

CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA (“CPA”), and OLIVINE, INC. (“Contractor”).

CPA and Contractor are sometimes collectively referred to herein as the “Parties” and each individually as a “Party.” In consideration of the terms of this Agreement, and for other good and valuable consideration, the Parties make the following acknowledgments and agreements:

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

AGREEMENT

1. Definitions.

1.1. “Artificial Intelligence” means any system or tool that autonomously processes data and/or generates predictions, algorithms, code, recommendations, decisions, textual materials, audiovisual material, or other expressive material, with minimal human intervention, and where the system’s behavior may evolve based on new inputs.

1.2. The definition of “Confidential Information” is set forth in paragraph 10.2 of this Agreement.

1.3. “Contractor Materials” means materials related to Contractor’s DERMS platform and other pre-existing material owned by Contractor, such as source code, object code, documentation, and training materials solely related to Contractor’s system.

1.4. “CPA Data” shall mean all data gathered by Contractor in the performance of the Services pursuant to this Agreement from CPA customers or other CPA customer- related data obtained by Contractor in the performance of the Services pursuant to this Agreement.

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

1.6. “CPA Materials” shall mean all finished or unfinished content, writing and design of materials specific to CPA created by Contractor and intended as deliverables under the scope of work in Exhibit A, but excluding any Contractor Materials.

1.7. “CPA Product” includes collectively CPA Data, CPA Information, and CPA Materials.

1.8. “Services” shall mean the scope of work Contractor provides to CPA as specified in Exhibit A.

2. Exhibits and Attachments.

The following exhibits and attachments are attached to this Agreement and incorporated into this Agreement by this reference:

Exhibit A – Scope of Work
Exhibit B – Contractor’s Workplan and Schedule
Exhibit C – Compensation
Exhibit D – Data Protection Requirements
Should a conflict arise between language in the body of this Agreement and any exhibit or attachment to this Agreement, the language in the body of this Agreement controls, followed by Exhibit A, B, C, and D in that order.

3. Services to be Performed by Contractor.

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

4. Compensation.

CPA agrees to compensate Contractor as specified in Exhibit C:

4.1. In consideration of the Services provided by Contractor in accordance with all terms, conditions and specifications set forth in this Agreement and Exhibit A and Exhibit B, CPA shall make payment for fees to Contractor not to exceed the amounts specified in Exhibit C.

4.2. Unless otherwise indicated in Exhibit C, Contractor shall invoice CPA monthly to [email protected] for all compensation related to Services performed during the previous month. Payments shall be due within fifteen (15) calendar days after the date the invoice is submitted to CPA at the specified email address. All payments must be made in U.S. dollars.

5. Term.

Subject to compliance with all terms and conditions of this Agreement, the term of this Agreement shall be three (3) years from the Effective Date (“Initial Term”). At the end of the Initial Term, the Parties may renew this Agreement for two (2) successive one (1) year terms for a maximum of two (2) additional years (each, a “Renewal Term”), unless either Party provides ninety (90) days prior written notice of its intent not to renew the term of the Agreement (“Renewal Notice”).

6. Termination.

6.1. Termination for Convenience

6.1.1. CPA may terminate the Agreement in accordance with this paragraph in whole, or from time to time in part, whenever CPA determines that termination is in CPA’s best interests. A termination for convenience, in part or in whole, shall take effect by CPA delivering to Contractor, at least ninety (90) calendar days prior to the effective date of the termination or prior to a Notice of Termination specifying the extent to which performance of the Services under the Agreement is terminated.

6.1.2. If the termination for convenience is partial, Contractor may submit to CPA a request in writing for equitable adjustment of price or prices specified in the Agreement relating to the portion of this Agreement which is not terminated.

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

Nothing contained herein shall limit the right of CPA and Contractor to agree upon amount or amounts to be paid to Contractor for completing the continued portion of the Agreement when the Agreement does not contain an established price for the continued portion. Nothing contained herein shall limit CPA’s rights and remedies at law.

6.2. Termination for Default. If Contractor fails to provide in any manner the Services required under this Agreement, otherwise fails to comply with the terms of this Agreement, or violates any ordinance, regulation or law which applies to its performance herein and such default continues uncured for thirty (30) calendar days after written notice is given to Contractor, CPA may terminate this Agreement by giving five (5) business days' written notice. If Contractor requires more than thirty (30) calendar days to cure, then CPA may, at its sole discretion, authorize additional time as may reasonably be required to effect such cure provided that Contractor diligently and continuously pursues such cure.

6.3. Termination for Lack of Third-Party Funding. CPA may terminate this Agreement if funding for this Agreement is reduced or eliminated by a third-party funding source.

6.4. Effect of Termination.

6.4.1. Upon the effective date of expiration or termination of this Agreement:

6.4.1.1. Contractor may immediately cease providing Services in its entirety or if a termination to a part of the Agreement, cease providing the Services that have been terminated.

6.4.1.2. Any and all payment obligations of CPA under this Agreement will become due immediately except any equitable adjustment pursuant to Paragraph

6.1.2. 6.4.1.3. Contractor shall promptly transfer title and deliver to CPA all CPA Product (including CPA Product work in progress) pursuant to this Agreement.

6.4.1.4. Each Party will promptly either return or destroy (as directed by the other Party) all Confidential Information of the other Party in its possession as well as any other materials or information of the other Party in its possession.

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

7. Contract Materials.

7.1. CPA owns all right, title, and interest in and to all CPA Product. Upon the expiration of this Agreement, or in the event of termination, CPA Product, in whatever form and in any state of completion, shall remain the property of CPA and shall be promptly returned to CPA or deleted.

7.2. CPA shall have the exclusive right to use CPA Materials in its sole discretion without further compensation to Contractor or to any other party. Contractor shall, at CPA’s reasonable expense (if any), provide CPA Materials to any party CPA may designate, upon written request. Upon termination, Contractor may make and retain a copy of CPA Materials if required by law or pursuant to the Contractor’s reasonable document retention or destruction policies.

7.3. Only for the duration of this Agreement, Contractor hereby grants to CPA a term-limited, non-transferable, non-sublicensable, fully-paid license to use the Contractor Materials as specified in this Agreement for CPA’s internal business purposes. For the avoidance of doubt, upon the expiration or termination of this Agreement, CPA shall have no rights to any Contractor Materials.

8. Payments of Permits/Licenses.

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

9. No Recourse Against Constituent Members.

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

10. Confidential Information.

10.1. Duty to Maintain Confidentiality. Contractor agrees that Contractor will hold all Confidential Information in confidence, and will not divulge, disclose, or directly or indirectly use, copy, digest, or summarize, any Confidential Information unless necessary to comply with any applicable law, regulation, or in connection with any court or regulatory proceeding applicable in which case, any disclosure shall be subject to this paragraph, 10.3, and 10.4, below.

10.2. Definition of “Confidential Information”.

10.2.1. The following constitutes “Confidential Information,” whether oral or written:

10.2.1.1. The terms and conditions of, and proposals and negotiations related to, this Agreement.

10.2.1.2. Information, in whatever form, that CPA shares with Contractor in the course and scope of this Agreement.

10.2.1.3. Information that either Party stamps or otherwise identifies as “confidential” or “proprietary” before disclosing it to the other.

10.2.2. Confidential Information shall not include:

10.2.2.1. Information that is generally available to the public or in the public domain at the time of disclosure.

10.2.2.2. Information that becomes publicly known other than through any breach of this Agreement by Contractor or its Representatives.

10.2.2.3. Information which is subsequently lawfully and in good faith obtained by Contractor or its Representatives from a third party, as shown by documentation sufficient to establish the third party as the source of the Confidential Information; provided that the disclosure of such information by such third party is not known by Contractor or its Representatives to be in breach of a confidentiality agreement or other similar obligation of confidentiality.

10.2.2.4. Information that Contractor or its Representatives develop independently without use of or reference to Confidential Information provided by Contractor.

10.2.2.5. Information that is approved for release in writing by Contractor.

10.3. California Public Records Act. The Parties acknowledge and agree that the Agreement including but not limited to any communication or information exchanged between the Parties, any deliverable, or work product are subject to the requirements of the California Public Records Act (Government Code Section 7920.000 et seq.). In order to designate information as confidential, the Disclosing Party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.” The Parties agree not to over-designate material as Confidential Information. Over-designation includes stamping whole agreements, entire pages or series of pages as “Confidential” that clearly contain information that is not Confidential Information.

10.4. Third Party Request for Confidential Information. Upon request or demand of any third person or entity not a Party hereto pursuant to the California Public Records Act for production, inspection and/or copying of Contractor Confidential Information (“Requested Confidential Information”), CPA will as soon as practical notify Contractor in writing via email that such request has been made. Contractor will be solely responsible for taking at its sole expense whatever legal steps are necessary to prevent release to the third party of the Confidential Information designated by Contractor. If Contractor takes no such action after receiving the foregoing notice from CPA, CPA shall, at its discretion, be permitted to comply with the third party’s request or demand and is not required to defend against it. If Contractor does take or attempt to take such action, Contractor agrees to indemnify and hold harmless CPA, its officers, directors, employees, and agents (“CPA Indemnified Parties”), from any claims, liability, award of attorneys’ fees, or damages, and to defend any action, claim, or lawsuit brought against any of CPA Indemnified Parties for Contractor’s attempt to prevent disclosure or CPA’s refusal to disclose any Confidential Information.

11. Insurance.

11.1. All required insurance coverages shall be substantiated with a certificate of insurance and must be signed by the insurer or its representative evidencing such insurance to CPA within ten (10) business days after the Agreement is fully executed. The general liability policy shall be endorsed naming Clean Power Alliance of Southern California and its employees, officers and agents as additional insureds. The certificate(s) of insurance and required endorsement shall be furnished to CPA prior to commencement of work and maintained throughout the Term and any Renewal Term. Each certificate shall provide for thirty (30) days’ advance written notice to CPA of any cancellation or reduction in coverage. Said policies shall remain in force through the life of this Agreement and shall be payable on a per occurrence basis only, except those required by paragraph 11.7 below which may be provided on a claims-made basis consistent with the criteria noted therein.

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

11.3. Failure to provide and maintain the insurance required by this Agreement will constitute a material breach of the Agreement. In addition to any other available remedies, CPA may suspend payment to the Contractor for any services provided during any time that insurance was not in effect and until such time as the Contractor provides adequate evidence that Contractor has obtained the required coverage.

11.4. General Liability. Contractor shall maintain a commercial general liability insurance policy in an amount of no less than $2,000,000 per occurrence with a $5,000,000 aggregate limit. CPA shall be named as an additional insured on the commercial general liability policy, and the Certificate of Insurance shall include an additional endorsement page. The limits herein may be satisfied by any combination of (a) a commercial general liability insurance policy, and (b) an umbrella insurance policy following form on a commercial general liability insurance policy, where the combined policy limits total the amounts set forth above.

11.5. Auto Liability. Where the services to be provided under this Agreement involve or require the use of any type of vehicle by Contractor in order to perform said services, Contractor shall also provide comprehensive business or commercial automobile liability coverage including non-owned and hired automobile liability in the amount of $1,000,000 per occurrence for bodily injury and property damage.

11.6. Workers’ Compensation. Contractor acknowledges the State of California requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor Code.

Contractor shall provide, at its own expense, a workers’ compensation policy as required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. If Contractor has employees, a copy of the certificate evidencing such insurance or a copy of the Certificate of Consent to Self-Insure shall be provided to CPA prior to commencement of work. The insurance coverage required by this section may be satisfied by insurance extended to Contractor on a “leased coverage for” (LCF) or similar basis by a co-employer or other entity providing employment services to Contractor.

11.7. Professional Liability Insurance. Coverages required by this paragraph may be provided on a claims-made basis with a “Retroactive Date” either prior to the date of the Agreement or the beginning of the contract work. If the policy is on a claims-made basis, coverage must extend to a minimum of twelve (12) months beyond completion of contract work. If coverage is cancelled or non-renewed and not replaced with another claims made policy form with a “retroactive date” prior to the Agreement effective date, the Contractor must purchase “extended reporting” coverage for a minimum of twelve (12) months after completion of contract work. Contractor shall maintain a policy limit of not less than $1,000,000 per occurrence. If the deductible or self-insured retention amount exceeds $100,000, CPA may ask for evidence that Contractor has segregated amounts in a special insurance reserve fund or Contractor’s general insurance reserves are adequate to provide the necessary coverage and CPA may conclusively rely thereon.

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

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

12. Indemnification.

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

13. Independent Contractor.

13.1. Contractor acknowledges that Contractor, its officers, employees, or agents will not be deemed to be an employee of CPA for any purpose whatsoever, including, but not limited to:

13.1.1. Eligibility for inclusion in any retirement or pension plan that may be provided to employees of Contractor.

13.1.2. Sick pay.

13.1.3. Paid non-working holidays.

13.1.4. Paid vacations or personal leave days.

13.1.5. Participation in any plan or program offering life, accident, or health insurance for employees of Contractor.

13.1.6. Participation in any medical reimbursement plan.

13.1.7. Any other fringe benefit plan that may be provided for employees of Contractor.

13.2. Contractor declares that Contractor will comply with all federal, state, and local laws regarding registrations, authorizations, reports, business permits, and licenses that may be required to carry out the work to be performed under this Agreement.

Contractor agrees to provide CPA with copies of any registrations or filings made in connection with the work to be performed under this Agreement.

14. Compliance with Applicable Laws.

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

15. Use of Artificial Intelligence.

15.1. Contractor must not input any CPA Data and any information related to CPA’s wholesale market bidding, including, but not limited to, bid prices and strategy into any Artificial Intelligence technology; provided that Contractor may use Artificial Intelligence technology to perform automated tasks on CPA Data and CPA Information (such as copying files or data to new locations, performing automated calculations, formatting reports, or extracting material for project management purposes). In no event shall Contractor use, copy, reproduce, or modify CPA Data or CPA Information, in whole or in part, to train, retrain, tune, validate, or otherwise improve any Artificial Intelligence models owned by Contractor or any third party.

15.2. Contractor shall disclose in writing to CPA any use of Artificial Intelligence technology to generate or produce any deliverables and/or perform Services under this Agreement, including the name of Artificial Intelligence products used, when such Artificial Intelligence is used, and the deliverables and Services provided by Contractor that utilized Artificial Intelligence. Such disclosure must be provided prior to delivery to CPA of any deliverable that utilized Artificial Intelligence to produce. For the avoidance of doubt, use of Artificial Intelligence to generate code which is not a deliverable but which is used in Contractor’s DERMS platform is not required to be disclosed under this paragraph.

15.3. Contractor represents and warrants that it has the necessary rights and licenses to use any Artificial Intelligence required to be disclosed in the prior paragraph.

15.4. Contractor represents and warrants that it has full power and authority to grant to CPA any rights or licenses related to Contractor’s use of Artificial Intelligence.

15.5. Contractor represents and warrants that its usage of Artificial Intelligence, production of deliverables, and performance of any Services will not misappropriate, violate, or infringe any third-party intellectual property rights.

16. Nondiscriminatory Employment.

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

17. Notices.

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

In the case of CPA, to:

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

Name/Title: Elizabeth Reid, CEO
Address: 2120 University Ave., Berkeley, CA 94704
Telephone: (888) 717-3331
Email: [email protected]

18. Assignment.

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

19. Subcontracting.

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

20. Retention of Records and Audit Provision.

Contractor and any subcontractors authorized by the terms of this Agreement shall keep and maintain on a current basis full and complete documentation and accounting records, and employees’ time sheets pertaining to this Agreement, and correspondence pertaining to this Agreement, including but not limited to, correspondence related to work authorization, acceptance of deliverables, disputed charges, and billing requirements. Such records shall include, but not be limited to, documents supporting all expenditures under this Agreement. CPA shall have the right, during regular business hours, to review and audit all records relating to this Agreement during the Agreement period and for five (5) years from the date of the completion or termination of this Agreement. Any review or audit may be conducted on Contractor’s premises, or, at Contractor’s option, Contractor shall provide all records within a maximum of fifteen (15) days upon receipt of written notice from CPA.

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

21. Conflict of Interest.

21.1. No CPA employee whose position with the CPA enables such employee to influence the award of this Agreement or any competing Agreement, and no spouse or economic dependent of such employee, shall be employed in any capacity by the contractor or have any other direct or indirect financial interest in this Agreement. No officer or employee of the Contractor who may financially benefit from the performance of work hereunder shall in any way participate in the CPA’s approval, or ongoing evaluation, of such work, or in any way attempt to unlawfully influence the CPA’s approval or ongoing evaluation of such work.

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

22. Publicity.

Contractor shall not issue a press release or any public statement regarding the Agreement, Services contemplated by this Agreement, or any other related transaction unless CPA has agreed in writing the contents of any such public statement. For the avoidance of doubt, nothing in this section shall prevent Contractor from identifying itself as a CPA contractor and implementer of CPA’s Power Response Program.

23. Governing Law, Jurisdiction, and Venue.

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

24. Amendments.

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

25. Severability.

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

26. Complete Agreement.

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

27. Counterparts.

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

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

Accepted and agreed to by: Accepted and agreed to by:

Olivine, Inc. Clean Power Alliance of Southern California Signature: __________________________ Signature: __________________________ Name: __________________________ Name: __________________________ Title: __________________________ Title: __________________________ EXHIBIT A – SCOPE OF WORK

PROJECT TASKS AND DELIVERABLES
Contractor shall be responsible for providing a demand response program for residential and business customers that includes, but is not limited to, a distributed energy resource management system (“DERMS”), a customer interface, end-to-end customer experience, incentive payments, and program reporting dashboards as outlined within the tasks below.

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

Task #1: Kick-Off and Implementation Plan
Participate in a program kick-off meeting. Following the kick-off meeting, configure the demand response program structure and platform based on CPA’s project goals and other requirements identified by the CPA project team.

1. Kick-off and program launch.

1.1. Participate in a program kick-off meeting with CPA to prepare for the implementation of the Services.

1.2. The kick-off meeting will review the scope of work, program objectives, program design, data sharing and associated technical requirements, customer validation process, incentive structure proposal, budget, ramp up/launch schedule, administrative processes, and reporting.

1.3. During kick-off, work with CPA to finalize program design and incentive structure.

1.4. Work with CPA to create a list of metrics and key performance indicators (“KPIs”) to be tracked.

2. Implementation plan.

2.1. Develop an implementation plan (the “Implementation Plan”), under the guidance of CPA, to enroll a minimum of three (3) megawatts (“MW”) of added dispatchable capacity by the end of the three (3) year term. This will be in addition to the existing capacity of over three (3) MW that will remain enrolled. This results in an annual enrollment target for each participation pathway as follows:

Pathway PY 1 PY 2 PY 3 Total
Smart Home (Devices) 500 500 500 1,500
Home (Accounts) 500 500 500 1,500
Commercial Leaders (Sites) 10-15 10-15 10-15 30-45
Small/Medium Business (Accounts) 50 50 50 150

2.2. The Implementation Plan should consider the following program objectives, at a minimum:

2.2.1. Load flexibility. The program will support emergency responses to energy price and grid strain, while reducing procurement costs through avoidance of high energy price purchases. It is expected that the program will operate as a year-round event-based demand response program, targeting the highest priced days of the year to reduce overall costs and support grid operations.

The program will be non-market integrated, realizing value from resources through effective load management. CPA is interested in participating in the California System Operator (“CAISO”) markets upon reaching an efficient scale for participation. While CAISO integration is not a component of the current scope, CPA is seeking Contractors with expertise in this area should it choose to pursue this expansion in the future.

2.2.2. Customer affordability. Provide a program to customers to help them better manage their energy bills and obtain cost savings. The program will deliver this through incentives and transparency of load shed results.

2.2.3. Accessibility. Offer multiple participation pathways, delivering an accessible program that is available to all CPA customers. The program must be designed to ensure equitable access for all CPA customers, regardless of language preference (at a minimum in English, Spanish, or Chinese), digital literacy, or accessibility needs. This includes support for multilingual engagement and both digital and non-digital enrollment options.

2.2.4. Customer experience. Provide a program that is easy to use and understand, while bringing value directly to the customer. This program should prioritize customer needs through effective communications and support options, provide timely updates to load shed estimates and customer impacts, and offer motivating rewards that are easy to redeem. The customer experience must deliver a clear, intuitive, and customer-centered approach across all stages of engagement, from enrollment through participation and incentive fulfillment.

2.3. The Implementation Plan should incorporate plans to provide a demand response program to the following customer segments:

Segment Pathway Status Description
Residential
Smart Home Existing Automated demand response (“ADR”) through smart connected devices.

Home Existing Behavioral demand response (“BDR”), not requiring a smart device.

Non-Residential Commercial
Leaders Existing
Offering large non-residential customers customized
analysis, strategies, plans, and reporting for load reduction during events. This includes ADR and BDR options.

Non-Residential
Small/Medium
Business New
New participation pathway to be established for small and medium businesses, incorporating both BDR and ADR load
reduction methods. CPA is open to approaches and
strategies, including those that enable partnerships with providers that have existing customer relationships.

2.4. The Implementation Plan shall include a comprehensive program design and a roadmap to enroll at least three (3) MW of additional dispatchable capacity by the end of the contract term. CPA is open to implementation approaches to meet that target, but the Implementation Plan must, at a minimum, include:

2.4.1. Program offering. Detailed description of all demand response offerings to residential and non-residential customers, including customer eligibility for each participation pathway.

2.4.2. Staffing Assignments. Description of the team assigned to the program and a role-based responsibility matrix,

2.4.3. Load shifting approach and parameters. Load shifting is to be designed with the goal of avoiding energy purchases during high-cost times and reducing load on the grid during high demand. The approach will include strategies for a year-round program, providing approaches for both summer and non-summer months. Contractor to provide a dispatch protocol plan with CPA-designated utilities and applicable grid operators.

2.4.4. Incentive structure. Detailed description of the enrollment incentive and participation incentive offered to participants. Participation incentives must include performance eligibility parameters. The incentive amounts should be reflective of the type of load shed expected from the device or location. CPA is open to recommendations from Contractors based on best practices, but proposes the following for the purposes of proposal response. The incentive amounts will be determined during the kickoff meeting and the final structure will be approved by CPA. A potential set of incentive amounts may be the following:

Pathway Sign-Up Participation
Smart Home: Thermostats $85 $2/kWh
Smart Home: Batteries $400 $2/kWh
Home: BDR $20 $2/kWh
Commercial Leaders $200 $2/kWh
Small/Medium Businesses $50 $2/kWh

2.4.5. Supporting platforms. Description of the DERMS platform and customer interface planned for the program, including security requirements as described in Task #5, Section 7. Including a technology platform readiness checklist, integration timeline for CRSuite and DERMS deployment, and identification of data exchange protocols for CIS integration, meter data, and OEM APIs.

2.4.6. Recruitment. Overall approach to meeting enrollment targets as described in Task #1, Section 2.1. Expectations for recruitment support are further defined in Task #3, Sections 2, 5, and 6.

2.4.7. Original equipment manufacturer (“OEM”) network. List of existing partnerships with smart thermostat, home battery, and other device manufacturers.

2.4.8. OEM network expansion. Address plans to expand OEM partnerships.

2.4.9. OEM management. Overall approach to managing OEM direct relationships and connections, including transitioning currently enrolled devices to the DERMS platform.

2.4.10. Onboarding. Approach to onboarding customers, processing program application requests, validating customer eligibility, and notifying customers of their enrollment status.

2.4.11. Customer verification. Address plans to incorporate verification of CPA customer status through CPA’s application programming interface (“API”) process, further defined in Task #5, Section 8.

2.4.12. Terms and conditions. Approach to documenting and tracking customer agreement to required program terms and conditions, or other agreements.

This includes collection of digital signatures, scrollwrap acceptance process, tracking of version documents, and an approach to notifying active participants of any updates to documents.

2.4.13. Marketing and engagement: Approach to engaging new customers and with customers already enrolled in the program, as described in Task #3.

2.4.14. Customer support. Approach to supporting customers, as described in Task #3, Section 7.

2.4.15. Rewards processing. Description of plans to process, verify, and issue customer incentives.

2.4.16. Reporting. Provide mock-up of dashboards and reporting, as described in Task #5.

2.4.17. Data. Define how data will be stored and reported, including data privacy and cybersecurity compliance framework aligned with CPUC and CPA requirements.

2.4.18. Budget. Detailed budget and anticipated monthly spend.

2.4.19. Ramp down. Define options for customer portability, transfer of data, and destruction of data at the end of the contract term.

2.4.20. Timelines. Contractor to provide a milestone-based project schedule with critical-path dependencies and a living Risk Register that identifies program risks across the technology, operations, regulatory, and customer experience.

3. Customer journey documentation.

3.1. Provide a detailed, step-by-step description of the customer enrollment process from initial outreach through active participation in the program. The outline should include all customer touchpoints and required actions, including how customers access enrollment, agree to program terms, receive confirmations, and are onboarded into the program.

3.2. Documentation must identify all digital and non-digital enrollment pathways, language support at each stage and any integration points and opportunities with CPA’s website.

3.3. A visual workflow process map is to be included to illustrate the end-to-end journey, highlight CPA’s branding, and document where there is flexibility in the copy or design of the platform or communication templates.

4. Outreach plan.

4.1. Develop a detailed outreach plan describing their approach to engaging and coordinating with stakeholders, such as OEMs, and technology partners to support program enrollment, customer communications and ongoing participation. The outreach plan will include:

4.1.1. A reporting cadence for stakeholder communication, template library, and stakeholder communication plan.

4.1.2. How the Contractor will establish and maintain working relationships with OEMs to align program messaging, technical integration, and customer-facing materials with CPA’s approval.

4.1.3. How OEM partnerships will be leveraged to expand program reach, improve enrollment pathways, and enhance the overall participants experience while maintaining data privacy, and accessibility.

5. Existing customer transition plan.

5.1. Develop a transition plan for seamlessly transferring currently enrolled customers to the Contractor’s platform.

5.2. CPA to provide Contractor with a list of current participants that will remain enrolled in the program.

5.3. The transition plan must include, at a minimum:

5.3.1. Coordination needs. Plans for coordinating with existing implementers and OEMs to process the transfer of information. This includes, but is not limited to, registered devices such as smart thermostats (Google Nest, ecobee, Sensi) and home batteries (SolarEdge).

5.3.2. Communications. Well-defined plan for communications to customers, ensuring a seamless experience for all participants. The plan will include communications to customers regarding updates to the program implementer, customer interface, program structure, incentive redemption, terms and conditions, and other changes to be determined.

5.3.3. Technical considerations. Detailed outline of all actions needed to move customers and registered devices into new systems and establish connections with OEMs. This includes migrating current participants and their applicable registered device into the DERMS platform, as well as seamlessly transitioning participants into the customer interface to manage their participation.

5.3.4. Operational considerations. Well-defined plans for operational needs that result from the transition of the current Power Response Program, including updates to the program's webpage, factsheets, frequently asked questions (“FAQs”), terms and conditions, collection of customer approvals to terms and conditions (new and existing), and any other materials.

Task #1 Deliverables:

1. One (1) program kick-off meeting with CPA staff.

2. Updated scope of work, if applicable.

3. Ramp-up and launch schedule.

4. List of KPIs and metrics to be tracked.

5. Implementation Plan.

6. Customer journey documentation.

7. Outreach plan.

8. Existing customer transition plan.

Timeline for Task #1:

1. Kick-off and launch schedule within fourteen (14) days of Effective Date.

2. Implementation Plan outline within thirty (30) days of Effective Date.

3. Final Implementation Plan within fifteen (15) business days of CPA’s approval of the Implementation Plan outline.

4. Existing customer transition plan outline within thirty (30) days of Effective Date.

5. Final existing customer transition plan within fifteen (15) business days of CPA’s approval of the existing customer transition plan outline.

6. Customer journey documentation within sixty (60) days of Effective Date.

7. Outreach plan within sixty (60) days of Effective Date.

Task #2: Program Launch and Implementation
Transition and relaunch the Power Response program by a “go live” date to be mutually agreed upon in writing with CPA. Upon launch, provide a DERMS platform, implement a load shifting strategy, launch a CPA-branded customer interface, transition existing participants to new systems, obtain authorizations from customers, and execute the tasks described in the Implementation Plan. Execute the Implementation Plan and manage all aspects of program implementation under the direction and oversight of CPA staff.

Contractor shall closely monitor the successes and challenges of implementation of the Power Response program and raise any issues or concerns with CPA.

1. Implementation Plan execution. Execute the Implementation Plan and manage all aspects of program implementation under the direction and oversight of CPA staff.

These aspects shall include, but are not limited to:

1.1. Launch of the Implementation Plan, as outlined in Task #1.

1.2. Launch of the existing customer transition plan, as outlined in Task #1.

1.3. Provide CPA staff necessary access and training on the platforms, customer interface, customer experience, and reporting dashboards.

1.4. Ongoing program management to support the program and conduct operations of the program, including, at a minimum:

1.4.1. Oversight of customer journey, including customer authorization, customer verification, enrollment process, and active participation.

1.4.2. Management of a customer interface, including ongoing oversight of platform and app, configuration, testing, and implementation of improvements.

1.4.3. Management of customer incentive payment distribution, including timely issuance of payment, quality assurance and control, and responding to customer inquiries or issues.

1.4.4. Tracking and documentation of customer acceptance of terms or program agreements.

1.4.5. Effective management of load shifting strategy, dispatching per the strategy defined by CPA, and effectively communicating event information to all participants.

1.4.6. Management of customer communications, providing participants with timely, transparent, and clear information regarding anticipated load shed events, estimated individual and program-level impact, and any required customer actions.

1.4.7. Oversight and management of customer support, including response time, and quality assurance measures to ensure a consistently high-quality customer experience.

1.4.8. Ongoing project oversight, reporting on the timely and on-budget delivery of the program.

1.4.9. Clear and prompt communication of issues, troubleshooting such problems, and providing resolution to CPA.

1.5. Creation of templates needed for program launch and operation, including but not limited to:

1.5.1. Customer communications templates.

1.5.2. Customer report templates, such as load reduction analysis for Commercial Leaders and where otherwise applicable.

1.5.3. Terms and conditions, participation agreements, and/or any other required documents necessary to enable customer enrollment in all participation pathways.

1.5.4. Reports, dashboards, and data sets, outlined in Task #5.

2. DERMS platform. Provide a DERMS platform prior to launch that is configured to CPA’s program design specifications. The DERMS environment will cover program rules, enrollment sub-options, dispatch logic to enable targeting groups, baseline methodology, customer communications, and Contractor staff readiness. The following:

2.1. Managing a diverse array of distributed energy resources (“DERs”) as appropriate, and including, but not limited to, the following:

2.1.1. Google Nest smart thermostats.

2.1.2. ecobee smart thermostats.

2.1.3. Sensi smart thermostats.

2.1.4. SolarEdge home batteries.

2.1.5. Pentair pool equipment.

2.1.6. Carrier smart HVAC.

2.1.7. Amazon/Alexa smart home base.

2.2. And may interface with the following control platforms:

2.2.1. Edo energy management.

2.2.2. Elexity energy management.

2.2.3. Budderfly energy management.

2.3. Contractor shall make all commercially available efforts to enroll and maintain the DERs. Contractor shall notify CPA within 1 business day of any changes to an OEM’s willingness or ability to have Contractor directly address DERs, along with a plan for how to address the change with customers enrolled through those DERs.

2.4. Identify and support additional DERs and continue to seek new partnerships to expand available resources.

2.5. Offering daily load shifting and event-based event responses, allowing for flexibility in the load shifting approach and aligning with CPA strategy.

2.6. Ability to incorporate CAISO market pricing into the load shifting strategy, in order to call events on forecasted high cost or high load days.

2.7. Enable smart connected devices, and alternative strategies including behavioral demand response to support the leveling of whole premises load.

2.8. Maintaining flexibility to integrate with high volumes of customers, new customer segments, and emerging technologies.

2.9. Support multifactor authentication (“MFA”) and Microsoft single sign on for all CPA administrator level users.

2.10. Support various communication protocols and data sources with CPA systems, such as APIs, and adhere to CPA’s Privacy Policy and the requirements of California Public Utilities Commission Decision D.12-08-045.

2.11. Provide CPA staff with a documentation suite and training of the DERMS platform.

3. Load management, monitoring and reporting, Contractor will work with CPA to select the appropriate methodology for each participation pathway and document the configuration parameters, calculation rules, and any day-type exclusions. This includes performing the following functions in order to effectively manage CPA’s DER portfolio:

3.1. Execute approved dispatch strategies for CPA’s DER portfolio.

3.2. Regularly review dispatch strategies, provide guidance and recommend adjustments to maximize the value of CPA’s resource portfolio.

3.3. Monitor CAISO pricing to forecast high price days and integrate market pricing into the dispatching strategy as requested by CPA.

3.4. Utilize the CAISO Demand Response Registration System (“DRRS’) process as agreed upon with CPA and manage notification to customers of program rejection due to dual enrollment.

3.5. Provide baseline reporting and performance calculations for resources at a meter and account level, utilizing the meter and/or customer data provided by CPA. This includes supporting CPA’s required unadjusted baseline, with the following options available for CPA to elect at any point during the program term:

3.5.1. Day-of Adjustment

3.5.2. Weather-Matched Baseline

3.5.3. Day Matching Combined

3.5.4. Firm Service Level (FSL)

3.5.5. Meter Before/Meter After

3.5.6. 5-in-10 with day-of Adjustment (for CAISO market events)

3.5.7. 10-in10 with day-of Adjustment (for CAISO market events)

3.6. Prepare and provide regular event summaries and monthly reports on performance of DERs. Reports should include graphical representation of key metrics and underlying data, including load shed and event opt outs. CPA administrators will also have the ability to view and track settlements within the platform.

4. Customer Interface. Provide a CPA-co branded interface for enrolled customers. The customer interface is required to provide the following:

4.1. Platform access inclusive of CPA branding.

4.2. Available as a mobile app for IOS and Android and/or customer interface through a mobile enabled desktop website.

4.3. Accessible non-digital enrollment pathways to be offered, such as phone-based or assisted enrollment for customers with limited digital familiarity.

4.4. Customer interface is to be available in multiple languages, at a minimum in English, Spanish and Chinese.

4.5. Customer interface will provide a seamless onboarding experience in one easy-to-follow near real-time eligibility validation, including program terms and conditions acceptance. The onboarding process will collect necessary information for customer verification, including:

4.5.1. Account holder’s last name.

4.5.2. Service zip code.

4.5.3. Customer SCE account number.

4.6. Contractor will store applications as 'Pending’ when immediate eligibility checks are not feasible and provide to CPA either on demand through Contractor platform or transmit them through agreed upon frequency to CPA via secure SFTP for review.

4.7. Platform will have the ability for customers to opt-out of events.

4.8. Contractor will have the ability to issue customer incentives. Participants will be able to view earned and paid incentives in the Customer Interface.

4.9. Customer performance metrics and program information will be available to the user on the platform, including:

4.9.1. Duration of enrollment.

4.9.2. Communication preferences, including at a minimum:

4.9.2.1. Email or text.

4.9.2.2. Language preference.

4.9.3. Devices enrolled.

4.9.4. Event notifications and opt-in/opt-out controls.

4.9.5. Load shed performance, cumulative and per event.

4.9.6. Incentives tracking.

4.9.7. Other program information and metrics to be determined.

4.10. Platform will be capable of issuing general, automatic, and custom notifications to customers through text, in-app notifications, email, or other methods. Such events requiring notification include, but are not limited to:

4.10.1. Enrollment funnel actions, such as welcome email.

4.10.2. Event tracking and notification.

4.10.3. Rewards tracking and notification.

4.10.4. Updates available to customer reporting.

4.10.5. Other notifications to be determined.

4.11. Platform will offer custom options for business customers, such as features that reflect multiple sites through a portfolio view and more granular metrics as applicable.

4.12. Analytics tools and solutions will be available to track key metrics throughout the customer journey, as detailed in Task #3, Section 8. This includes the ability to view all enrollment records within the administrator dashboard.

4.13. Customer support, as further detailed in Task #3, Section 7, will be available via email or phone to troubleshoot customer issues, questions, and complaints.

4.14. Allow CPA to request updates to the platform’s copy and content and make agreed-upon changes where feasible and in a timely manner. Offer a platform and configuration that can serve as a flexible solution that can adapt to evolving program needs.

Task #2 Deliverables:

1. Execution of all tasks as outlined in the Implementation Plan.

2. Establish a DERMS platform to dispatch enrolled capacity during events.

3. Monthly portfolio reporting, including event summaries, baseline reporting, and reports on performance of DERs.

4. Establish a customer interface for enrolled customers.

Timeline for Task #2:

1. Execution of Implementation Plan within 180 days of Effective Date.

2. DERMS platform within 150 days of Effective Date.

3. DER portfolio performance reporting shall be ongoing over the duration of the program.

4. Customer interface within 150 days of Effective Date.

Task #3: Marketing and Engagement Activities
Complete the following marketing activities in preparation for program launch and/or in support of the program operation.

1. Marketing check-ins.

1.1. Coordinate and hold regular, but no less than twice monthly, marketing specific check-ins with CPA team to review marketing strategy and make recommendations for optimizations. Meetings topics to include:

1.1.1. Marketing metrics and analytics results from platform and customer journey.

1.1.2. Reporting and scheduling of OEM email marketing or app push notifications and activities for optimal impact

1.1.3. Reporting customer interactions from call center, email or other communications.

2. CPA marketing support.

2.1. All direct marketing outreach to CPA’s customers for the purpose of enrollment recruitment will be managed and issued by CPA, unless agreed upon and directed by CPA, with the exception of the services contemplated in Task #3, Section 5 below.

2.2. Support CPA in recruitment by providing educational messaging copy, providing feedback on materials, and supplying graphics as needed to support engagement efforts to CPA’s customer list.

2.3. Support CPA in ongoing marketing strategy by providing any relevant customer or participant behavioral/demographic trends from the program enrollment and participation experience.

3. Customer experience.

3.1. Provide a CPA-branded and customer-centered experience in multiple languages, as defined in Task #2 Section 4, that clearly and consistently centers the CPA brand at every step of the customer journey to minimize customer confusion and reinforce trust.

3.2. Offer full visibility into the enrollment and participation journey with the ability to track customer behavior at each step of the customer experience, including enrollment engagement, drop-off, event participation, energy performance usage, and opt-out actions, across both digital and non-digital channels.

3.3. Partner with CPA to ensure enrollment success by outlining best practices, innovative approaches, and strategic, actionable insights to enhance marketing efforts.

4. Participant engagement.

4.1. Manage communications related to program operations to all participants within the program pathways offered. Contractor will design and configure a complete library of customer-facing communication templates within the DER Platform prior to program launch. Communications include, but are not limited to, customer enrollment status, enrollment confirmation, disenrollment confirmation, pre-event notification, event reminder, post-event performance results, season start/season end, incentives, special offers, and other messaging as needed to ensure a transparent and optimal customer experience.

4.2. Collaborate with CPA to develop messaging aimed at optimizing user experience and improving engagement. Both parties will participate in reviews to ensure alignment and effectiveness, with final approval from CPA on messaging to participants. For routine updates, CPA administrators will retain ongoing access to modify template content and branding through the Platform web UI without requiring Contractor’s involvement.

4.3. Develop and issue surveys to participants to evaluate the customer experience and satisfaction with the program. Surveys will be issued after specific customer engagement steps, to be determined by CPA. The selected Contractor(s) will be responsible for evaluating and reporting survey responses.

4.4. Provide CPA with final copies of all communications and notify CPA of any changes needed to such communications. Such templates will be saved on a secured shared drive, to be approved by CPA, along with document approval dates to establish version tracking.

5. Leverage relationships.

5.1. Collaborate with and leverage OEM marketing activities whenever possible to enroll new participants. OEMs will directly contact their customers, where possible, sharing necessary information about program participants and marketing performance with CPA and the selected Contractor(s).

5.2. Leverage OEM relationships where possible, such as through co-branding opportunities, collaborative campaigns, joint promotions, and shared marketing assets that can amplify our reach and impact.

5.3. Ensure that all marketing and communication materials produced by the OEM are compliant and approved by CPA.

5.4. Facilitate asset reviews between OEM’s and CPA to ensure cohesive creative and copy.

6. Enrollment growth support.

6.1. Leverage community-based organization (CBO) partnerships for geographically targeted enrollment growth.

6.2. Provide referral incentive programs through which current participants earn rewards for successfully recruiting neighbors and colleagues.

6.3. Host informational webinars and workshops hosted in partnership with local environmental groups, homeowner associations, and business networks.

7. Customer support.

7.1. Provide customer support during onboarding and throughout the program, including troubleshooting any issues or questions that customers may have while enrolling or participating in the program. This includes inbound calls, emails, and chat channels.

7.2. Log all interactions with customers and provide reports to CPA monthly, in a format to be approved by CPA and as further defined in Task #5, Section 4.

7.3. Respond to all customer inquiries within one (1) business day.

7.4. Contractor will work to resolve all issues and notify CPA of escalated and unresolved customer complaints.

7.5. Customer support will be available across a spectrum of mediums such as in-app, email, and phone and in multiple languages (English, Spanish and Chinese).

7.6. Develop a call center guide, and talking points to be mutually agreed upon by both parties in writing.

7.7. Provide ongoing customer education through dedicated program websites, FAQ libraries, event-notification emails with actionable energy-reduction tips, and— where appropriate—webinars or CBO-facilitated community sessions.

8. Customer performance reports.

8.1. Develop reporting to educate the customer about their performance in the program, such as energy reduction from events, and support ongoing engagement with the customer. The final version of such reporting will be mutually agreed upon by both parties in writing.

8.2. Performance reports will be made available to the customer at a frequency to be determined by CPA, which shall be at least once per month.

9. Asset review and other requirements.

9.1. Customer interfaces and outreach materials must be made available in multiple languages (English, Spanish and Chinese).

9.2. CPA will review and approve all final messaging to participants prior to distribution.

Task #3 Deliverables:

1. Participation in marketing check-ins.

2. Development of program documents, communications, tools, customer support materials, and other resources as outlined.

3. Development and management of OEM marketing activities.

4. Implementation of a customer support program feature, including a call center guide and customer support interaction log.

5. Monthly customer performance reports.

Timeline for Task #3:

1. Implementation of marketing and engagement activities within 150 days of Effective Date.

Task #4: OEM Development and Management
Develop a participating network of OEM integrations on CPA’s behalf to acquire potential customers with smart devices capable of automated demand response into the program.

1. OEM management.

1.1. Provide a list of current OEM partnerships and the devices eligible for participants of the program.

1.2. Establish a plan and roadmap for the timeline and projected costs to integrate current OEM partners into the program.

1.3. Eligible devices will be integrated into the program with quality connections, and those connections will be maintained.

1.4. Act as the point of contact and manage all relationships with OEMs.

2. OEM relationship development.

2.1. Provide a plan for expanding OEM partnerships and integrating device connections into the program, including suggesting new technologies and product types to expand the reach of the program.

Task #4 Deliverables:

1. Delivery of OEM integration plan and roadmap.

2. Establishment of OEM connections.

3. Delivery of OEM relationship development plan.

Timeline for Task #4:

1. OEM integration plan and roadmap within sixty (60) days of Effective Date.

2. Establishment of OEM connections within 120 days of Effective Date.

3. OEM relationship development plan within 120 days of Effective Date.

Task #5: Administrative Services and Program Management Conduct bi-weekly check-ins to address program needs and update CPA on progress.

Provide reports that include metrics as described here and as outlined in other Tasks.

Provide bi-annual reports on program status and a final report on outcomes resulting for the demand response program. Highlight customer questions or trends that can impact the evolution of the program or improve program performance in bi-weekly, monthly, and annual reports.

1. Progress meetings.

1.1. Set up weekly project status check-ins during onboarding and program launch.

1.2. Set up bi-weekly check-in meetings on a recurring schedule following launch and throughout the period of performance.

1.3. Work with CPA to determine the agenda of bi-weekly check-in calls at minimum one (1) day prior to the meeting.

1.4. Issue meeting minutes within one (1) business day of the meeting, which will summarize the discussion, actions items, and any decisions made during the meeting.

1.5. Meetings will focus on progress updates; reviewing deliverables; and determining expected milestones for the next meeting, including the following status updates:

1.5.1. Status summary, including project progress, timelines for deliverables, challenges encountered, recommendations for improvement, recommendations for new opportunities, and future short-term and long-term objectives.

1.5.2. Enrollment summary, which includes total enrollments, new enrollments, pending enrollments, unsuccessful enrollments, and customers who have opted out of the program.

1.5.3. Participation summary, reporting on the frequency of participation amongst participants in the program. This may include the number of times a participant opted out of participating.

1.5.4. Outstanding items, including any action items, descriptions, and next steps to resolve.

2. Customer enrollment status reporting.

2.1. Provide CPA with access to a detailed report of customer enrollment status no less frequently than each week. The report will be provided through a secured shared system. Protected customer information will not be sent via email. This report will contain the following, at a minimum:

2.1.1. Customer information. Customer name, account number, address, email address, phone number, California Alternate Rates for Energy (“CARE”) status, Family Electric Rate Assistance (“FERA”) status, and language preference.

Confidential customer information shall be replaced by a unique identifier.

2.1.2. Program and device details. Participation pathway, device type, OEM, number of enrolled devices, and estimated load shed value.

2.1.3. Enrollment status. Participation status (e.g. enrolled, disenrolled, rejected, pending), date of enrollment, date of unenrollment, date rejected, and description of reasons for disenrollment and rejected customers.

3. Customer journey metrics.

3.1. Deliver weekly reports and insights to inform ongoing strategy and optimize marketing efforts at each touchpoint in the customer journey.

3.2. Detailed analytics throughout the customer journey will be included in reports, including the following key performance indicators:

3.2.1. New and return visitors.

3.2.2. Duration on site.

3.2.3. Engagement rate.

3.2.4. Drop-off rate.

3.2.5. Conversion rates.

4. Communications reporting.

4.1. Provide a summary of customer support metrics each month, including a detailed list of the customer inquiries, tracking of common issues faced by customers, and any inquiries that required escalation. This includes:

4.1.1. Call volume

4.1.2. Resolution categories

4.1.3. Average handle time

4.1.4. Applicable Customer Satisfaction metrics as agreed upon.

5. Invoicing.

5.1. Invoice CPA monthly and provide supporting reports, such as incentives issued per customer. Reporting will include, at a minimum:

5.1.1. Customer information.

5.1.2. Participation pathway.

5.1.3. Date of incentive.

5.1.4. Type of incentive.

5.1.5. Device type and OEM.

5.1.6. Incentive amount.

6. Semi-annual status report.

6.1. Provide a high-level report twice per year to review progress that includes an executive summary, major accomplishments to date, lessons learned and recommendations for future work, summary of key metrics, and financial summary comparing actual expenditures to the project budget:

6.1.1. Reports will be submitted to CPA for approval before being finalized. The semi-annual report should include KPIs developed as part of Task #1, Section 1 and additional indicators as determined with CPA.

6.1.2. Semi-annual progress reports will evaluate program performance and suggest methods for reaching and enrolling more customers.

7. Data sharing.

7.1. Establish secure data transfer mechanism to provide CPA with all customer data and reporting. CPA’s preferred data transfer solution is secure file transfer protocol (“SFTP”), Amazon Web Services (“AWS”) S3 bucket sharing, or API. Such technical requirements are to be mutually agreed upon by both parties in writing.

7.2. All data shared by CPA must adhere to CPA’s Privacy Policy and the requirements of California Public Utilities Commission Decision D.12-08-045.

8. Customer verification API.

8.1. Establish API connection, per CPA requirement, to verify enrollment requests as CPA customers.

8.2. The API should be integrated into the enrollment process to provide real-time verification.

8.3. Utilize API to check customer status on a frequent and recurring basis, to identify closed accounts and disenroll participants.

8.4. Work with CPA to confirm customer rejections are accurate. In the case a customer is later verified, establish a process to re-enroll the customer.

9. Software Services.

9.1. Provide comprehensive technology and software services through the DERMS platform described in Task #2, Section 2 to operationalize, manage, and scale utility DR initiatives.

Provide ongoing maintenance, support, updates, and training needs for the program.

Task #5 Deliverables:

1. Bi-weekly progress meetings and summary reporting.

2. Weekly customer status report.

3. Weekly customer journey metrics.

4. Monthly communications report.

5. Monthly invoicing reports.

6. Bi-annual status reports.

7. Customer verification API connection and implementation.

Timeline for Task #5:

1. Implementation of customer verification API connection within 120 days of Effective Date.

2. Program administration and reporting shall be ongoing over the duration of the program.

Task #6: Wholesale Market Participation
The following task sets forth services which may be implemented upon CPA’s request and approval.

CPA is interested in participating in the California System Operator (“CAISO”) markets upon reaching an efficient scale for participation. Upon CPA’s request, Contractor will provide an implementation plan for wholesale market participation that includes all necessary functions to enable CAISO market integration of CPA’s dispatchable resources. This may include:

1. Utilizing the CPA scheduling coordinator ID (“SCID”) to perform all applicable required functions of a Scheduling Coordinator.

2. Managing the interface with the CAISO for bidding Demand Response Resources on CPA’s behalf.

3. Monitoring CAISO market activities and communicating information that may impact or be of interest to CPA.

4. Manage CAISO settlement reviews as they relate to this scope, providing shadow calculations for resource performance and coordinating with CPA, CAISO and other stakeholders as appropriate to resolve or dispute discrepancies.

5. All other services required by CAISO to effectuate the market participation of enrolled demand response capacity.

Task #6 Deliverables:

1. Draft and Final Implementation Plan for Wholesale Market Participation.

2. Execute Implementation Plan after CPA approval.

Timeline for Task #6:

1. Provide draft within 30 days of CPA request for Wholesale Market Participation Plan and Final Plan within 15 days of receiving CPA feedback on Draft Plan.

2. Execute Implementation Plan within 90 days of CPA approval of Wholesale Market Participation Plan.

Task #7: Program Ramp Down Services
Prior to the expiration or termination of the Agreement and continuing until such time as the transition services are complete, perform the following transition services:

1. Transition services.

1.1. Develop and deliver a transition plan ninety (90) days prior to expiration of termination of the contract.

1.2. Transfer all CPA data and program materials in a form usable by CPA or the new implementation provider.

1.3. If needed, release all registered CPA customers for transition to new implementation provider.

1.4. Support transition, as may be reasonably directed by CPA, to new implementation provider, if applicable.

1.5. Cooperate in a commercially reasonable manner with all parties involved in transition.

1.6. CPA shall not be responsible for the removal of any installed equipment.

2. Final report.

2.1. Provide a final report at the close of the program term for public distribution, subject to review and approval by CPA. The final table of contents will be approved by CPA, but will include at a minimum:

2.1.1. Executive summary.

2.1.2. Challenges encountered.

2.1.3. Lessons learned.

2.1.4. Best practices of demand response programs.

2.1.5. Summary of total program cost.

2.1.6. Impact and key performance indicators utilized in annual reports.

Task #7 Deliverables:

1. Complete transition services as set forth above.

2. Final report to assess the results of the program.

Timeline for Task #7:

1. Transition services to begin ninety (90) days prior to the expiration or termination of the Agreement and continuing until such time as the transition services are complete, provided that all transition services must be complete prior to the expiration of the Agreement.

2. Final report to be delivered no later than thirty (30) days prior to the end of the Agreement term.

EXHIBIT B – CONTRACTOR’S WORKPLAN AND SCHEDULE
Contractor shall provide the Services set forth in Exhibit A according to the workplan set forth below:

EXHIBIT C – COMPENSATION

1. Program Fees and Expenses. Contractor shall satisfactorily provide all the contemplated Services detailed in Exhibit A at the fixed price per deliverable specified in the table below and in compliance with the terms and conditions of this Agreement.

Table 1: Maximum Authorized Fees for the Initial Term (Initial Term October 5, 2026, through October 4, 2029) Task Description Estimated Due Date
Year 1 Fees
(October 5, 2026 –
October 4, 2027)
Year 2 Fees
(October 5, 2027 –
October 4, 2028)
Year 3 Fees
(October 5, 2028 –
October 4, 2029)
Not to
Exceed
Amount
1 Kick-Off and
Implementation
Plan
November 30, 2026 $10,000 $0 $0 $10,000
2 2.1 & 2.3 Execution
of Implementation
Plan &
Development of
Load Management
Reporting
April 5, 2027 $20,000
$0 $0 $145,000

2.2 DERMS
Platform Delivery March 4, 2027 $95,000

2.4 Customer
Interface Delivery March 4, 2027 $30,000
3 Marketing and
Engagement
Activities
Ongoing over the
duration of the
Agreement
$0 $0 $0 $0
4 OEM Development
and Management
Monthly over the
duration of the
Agreement
$0 $0 $0 $0
5 Administrative
Services and
Program
Management
Monthly over the
duration of the
Agreement
$85,000 $175,000 $180,000 $440,000
Software License
Upon completion of
implementation and
annually thereafter
$75,000 $150,000 $150,000 $375,000
6 Wholesale Market
Participation
Monthly over the
duration of the
Agreement
$0
$40,000
(invoiced at
$3,333 per month)
$40,000
(invoiced at
$3,333 per month)
$80,000
7 Program Ramp
Down Services October 4, 2029 $0 $0 $20,000 $20,000
Maximum Authorized Fees for the Initial Term $1,070,000 Table 2: Maximum Authorized Fees for the First Renewal Term First Renewal Term October 5, 2029, through October 4, 2030) Task Description Estimated Due Date Not to Exceed
Amount
3 Marketing and Engagement Activities Monthly over the duration of the Agreement
$0
4 OEM Development and Management $0
5 Administrative Services and Program Management Monthly over the duration of the Agreement $180,000
6 Wholesale Market Participation Monthly over the duration of the Agreement
$40,000
(invoiced at
$3,333 per month)
7 Program Ramp Down Services October 4, 2030 $20,000
- Software License October 5, 2029 $150,000
Maximum Authorized Fees for the First Renewal Term $390,000 Table 3: Maximum Authorized Fees for the Second Renewal Term Second Renewal Term October 5, 2030, through October 4, 2031) Task Description Estimated Due Date Not to Exceed
Amount
3 Marketing and Engagement Activities Monthly over the duration of the Agreement
$0
4 OEM Development and Management $0
5 Administrative Services and Program Management Monthly over the duration of the Agreement $180,000
6 Wholesale Market Participation Monthly over the duration of the Agreement
$40,000
(invoiced at $3,333
per month)
7 Program Ramp Down Services October 4, 2031 $20,000
- Software License October 5, 2030 $150,000
Maximum Authorized Fees for the Second Renewal Term $390,000 Any travel, administrative expenses, and materials (hereinafter, “Expenses”) will be billed in the amount incurred by Contractor for actual out-of-pocket cost, without any additional mark-up by Contractor. Any Expenses incurred shall be billed for the month in which the Expenses are incurred. Expense reports detailing all Expenses, along with receipts, shall be presented to CPA for reimbursement. All expenses must be approved by CPA in advance in writing before they are incurred.

The following Expenses set forth below may be eligible for reimbursement under this Agreement:

Maximum Authorized Expenses $0
The Total Maximum Amount that CPA shall pay Contractor, including any subcontractor that the Contractor may retain, for all Services and Expenses to be provided under this Professional Services Agreement shall not exceed One Million and Seventy Thousand Dollars ($1,070,000) ("Not-to-Exceed" or "NTE") during the Initial Term. The Total Maximum Amount does not include OEM Device Fees as set forth in Section 2 below.

Initial Term: Maximum Amount Up to and Not to Exceed $1,070,000 The Total Maximum Amount that CPA shall pay Contractor, including any subcontractor that the Contractor may retain, for all Services and Expenses to be provided under this Professional Services Agreement shall not exceed Three Hundred Ninety Thousand Dollars ($390,000) ("Not-to-Exceed" or "NTE") during the First Renewal Term, if authorized. The Total Maximum Amount does not include OEM Device Fees as set forth in Section 2 below.

First Renewal Term: Maximum Amount Up to and Not to Exceed $390,000 The Total Maximum Amount that CPA shall pay Contractor, including any subcontractor that the Contractor may retain, for all Services and Expenses to be provided under this Professional Services Agreement shall not exceed Three Hundred Ninety Thousand Dollars ($390,000) ("Not-to-Exceed" or "NTE") during the Second Renewal Term, if authorized. The Total Maximum Amount does not include OEM Device Fees as set forth in Section 2 below.

Second Renewal Term: Maximum Amount Up to and Not to Exceed $390,000 Contractor shall satisfactorily perform and complete, in the judgement of CPA, all required Services in accordance with Exhibit A notwithstanding the fact that total payment from CPA shall not exceed the NTE.

2. OEM Device Fees. Contractor to invoice CPA a total amount not to exceed Five Hundred Thousand Dollars ($500,000) for the Initial Term and One Hundred Fifty Thousand Dollars ($150,000) for each Renewal Term, if authorized, which are to be used by Contractor to make payments to Trade Allies for their ongoing device fees, which shall be paid once per year in October. A list of Trade Ally device fees shall be provided by Contractor to CPA for review and mutually agreed upon in writing. Any changes to Trade Ally device fees are subject to prior written approval from CPA.

3. Customer Incentives. Contractor shall pay Customer Incentives to eligible customers (“Customer Payments”) on behalf of CPA. The total amount of Customer Payments during each specified term of this Agreement shall not exceed the estimated amounts set forth in Table 4 below without the prior written approval of CPA. Customer Incentives are only to be paid upon successful enrollment of customers into the program and Customer Payments may not commence until authorized by CPA.

Table 4: Estimated Customer Incentives
Period
Estimated
Enrollment
Incentive
Estimated
Participation
Incentive
Total Estimated
Customer Incentives
Initial Term
Year 1 $73,750 $536,898 $610,648
Year 2 $73,750 $642,398 $716,148
Year 3 $73,750 $747,898 $821,648
Initial Term Customer Incentives up to and Not to Exceed $2,148,444 First Renewal Term $73,750 $853,398 $927,148 First Renewal Term Customer Incentives up to and Not to Exceed Second Renewal Term $73,750 $958,898 $1,032,648 Second Renewal Term Customer Incentives up to and Not to Exceed Eligible customer incentives, rebates, and reimbursement of direct customer installation costs (“Customer Payments”) may be deployed by Contractor and Trade Allies, at CPA’s direction. Customer Payments are only to be paid upon successful enrollment of customers into the Power Response program. The amount of Customer Payments is set at CPA’s sole discretion. The total amount of Customer Payments may not exceed Two Million One Hundred Forty-Eight Thousand Four Hundred Forty-Four Dollars ($2,148,444) during the Initial Term. The total amount of Customer Payments may not exceed Nine Hundred Twenty-Seven Thousand One Hundred Forty-Eight Dollars ($927,148) during the First Renewal Term, if authorized. The total amount of Customer Payments may not exceed One Million Thirty-Two Thousand Six Hundred Forty-Eight Dollars ($1,032,648) during the Second Renewal Term, if authorized. Customer Payments set for the Terms are provided in Table 4 attached hereto.

Contractor shall establish a dedicated bank account ("Dedicated Account") that will be solely used for the Prepaid Balance and Customer Payments. The Dedicated Account will be held at a nationally recognized bank opened in the name of OLIVINE, INC and Contractor’s records shall indicate that the Dedicated Account contains funds belonging to Clean Power Alliance.

Contractor will provide monthly bank statements pertaining to the Dedicated Account upon request by CPA. Contractor will invoice CPA a prepayment amount of $100,000 (“Prepaid Balance”) upon execution of the Implementation Plan for eligible customer incentives (“Customer Payments”). Eligibility for purposes of Customer Payments is to be defined by CPA in consultation with Contractor.

Contractor shall submit to CPA on a monthly basis an invoice for any Customer Payments, supporting invoices detailing funds transferred to customers to pay Customer Payments, and other supporting documentation reasonably requested by CPA.

Contractor to invoice CPA for (a) any amounts drawn down from the Prepaid Balance; or (b) in the event that the Customer Payments exceed the Prepaid Balance, the full amount of the Prepaid Balance plus the amount of such excess.

Notwithstanding anything to the contrary in this agreement, if CPA (i) fails to pay an invoice to replenish the Prepaid Balance as and when due or (ii) otherwise breaches its obligations or defaults under this agreement, then Contractor will have no obligation to pay any Customer Payments unless and until (x) CPA has replenished the full amount of the Prepaid Balance and paid any other amounts due, and (y) any such breach or default has been cured.

Contractor acknowledges and agrees that the funds in the Prepaid Balance are property of CPA, not Contractor, and the transfer of funds to the Prepaid Balance does not constitute a payment from CPA to Contractor; provided that, notwithstanding the foregoing or anything to the contrary in this agreement until the earlier of (x) the expiration or earlier termination of this agreement and (y) the date when no future Customer Payments are contemplated by this agreement to be paid by Contractor, CPA shall have no right to withdraw funds from the Prepaid Balance.

EXHIBIT D –DATA PROTECTION REQUIREMENTS
To the extent applicable, Contractor shall comply with the following additional data protection requirements:

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

2. Contractor represents and warrants that Contractor shall comply with the requirements of California Public Utilities Commission Decision D.12-08-045 Attachment B (Rules Regarding Privacy and Security Protections for Energy Usage Data Applicable to Community Choice Aggregators or Electrical Service Providers), available at:
https://docs.cpuc.ca.gov/PublishedDocs/Published/G000/M026/K531/26531585.PDF Management Report
To: Board of Directors
Subject: Management Report
Date: October 1, 2026
Legislative and Regulatory Update
CCAs and their customers notched one procedural victory and suffered two defeats related to the Power Charge Indifference Adjustment (PCIA) in the legislative and regulatory arenas during September. The California Supreme Court overruled a prior Court of Appeal decision and granted the California Community Choice Association’s (CalCCA) Petition for Review of a California Public Utilities Commission (CPUC) decision which CalCCA argues retroactively applied new RA rules to rates back in 2025. In all likelihood, the case will now go back to the Court of Appeal, Third Appellate District, with directions to accept CalCCA’s Writ Petition and hear the case on the merits.

Governor Newsom vetoed AB 1761 (Rogers), the PCIA transparency bill sponsored by CalCCA. The Governor’s veto message cited concerns about data confidentiality that had been raised by the CPUC and Investor-Owned Utilities (IOUs) during the legislative process and indicated that the benefits of the bill might only flow to a subset of market participants. See the governor’s veto message and CalCCA’s press release expressing dismay at the veto.

The CPUC also issued a decision that denies CCA customers the ability to receive value for “banked” Renewable Energy Credits which they paid for prior to 2019 but are just now being used by the IOUs for compliance purposes. This decision was made on legal grounds despite recognition by CPUC Energy Division staff and the Public Advocates Office that CCA customers should receive some value for the resources for which they paid several years ago. See the CalCCA press release issued in the runup to the CPUC decision, which will put some additional upward pressure on the 2027 PCIA levels.

Board of Directors Management Report
In other legislative items CPA was watching, there was no action on the potential operating extension for the Diablo Canyon Power Plant and limited wildfire liability reform ultimately failed to advance. Action by Governor Newsom on two bills that would increase customer choice – permit streamlining for plug in/balcony solar (SB 868) and voluntary incentives for all-electric residential buildings to discontinue gas service (AB 2313) – is pending.

Sun Storage Rebate Levels Increase
Starting on September 1, CPA increased the total incentive available for Sun Storage Rebate to $3,500 to continue supporting residential installations of battery storage systems in the face of declining federal and state incentives. The Base Incentive for Sun Storage Rebate is now $2,000, up from the previous $750, which can be combined with both CPA’s $1,250 Reliability+ incentive for areas in high fire risk zones and the $250 Medical Qualified or Income Qualified incentive ($250). To be eligible for Sun Storage Rebate, customers must be an active CPA residential customer installing an eligible new battery storage system paired with solar PV. Battery storage systems paired with solar generation offer significant value to both CPA and its customers, particularly compared to stand alone solar. The increase to the Base Incentive does not necessitate an increase to the Sun Storage budget.

Updated Wildfire Rebuilding Guide Released
USGBC California released the first major update to its California Wildfire Rebuilding Guide, aiming to help families affected by the January 2025 Los Angeles wildfires rebuild with greater resilience, safety and long-term climate considerations. The guide is financially supported by CPA and LADWP and is a resource for our thousands of customers who lost their homes in the 2025 Eaton and Palisades fires, as well as those customers looking to increase the fire resiliency of their current homes. The updated guide incorporates several lessons learned over the past 18 months from wildfire survivors, community organizations, builders, utilities, insurers, and resilience experts.

The updated guide can be found here.

Board of Directors Management Report
Monthly Financial Performance
CPA’s net position grew $17.2 million in July 2026 compared to a budgeted increase of $5.7 million. Details are provided in Attachment 1. Full year financial and audit results for FY 2025/26 are scheduled to be presented to the Finance Committee on October 28 and to the full Board on November 5.

Customer Participation Rate and Opt Actions
As of September 21, CPA’s overall participation rate was 92.9%, down 0.1% from both the month before and the rolling 6-month average. CPA had 1,076,503 customers as of September 21, up 699 customers from the month before. Opt-outs through September 21 – 202 – were down from 381 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 September, with 1,419 calls through September 22, compared to 2,433 calls in August. Call center performance improved, with 94.8% of calls answered within 45 seconds in the month, compared to

89.5% in July. Average call center wait time was 12 seconds, better than the 19 seconds recorded in the previous month. The top five types of customer inquiries in the month were about bill charges, account status, split billing, net energy metering, and opt-downs from 100% Green to Lean.

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.

Board of Directors Management Report

ATTACHMENTS

1. Monthly Financial Dashboard – July 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 Financial Dashboard July 2026
Note: Numbers are unaudited and may not sum up due to rounding.

Active Accounts
1,075,338
+3.3% YOY
Monthly
Participation Rate

93.1%
(92.9% Rolling 6-
month average)
YTD Retail Sales
1,131 GWh

1.6% above budget
July Retail Sales
1,131 GWh

1.6% above budget
Liquidity at month end
Cash & cash equiv $347.9M
ST Investments $88.8M
LT investments $224.4M
Available in bank LOC $119.5M
Total liquidity: $780.6M
DLOH 265
In July 2026, energy revenues were 1% higher than budget. The cost of energy was 7% below budget, driven by lower than projected market prices and the non-use of contingencies. Excluding contingencies, energy costs were 3% below budget.

Operating expenses were below budget for customer program incentives and for communications and marketing services. These funds are expected to be spent in future months.

Higher revenues and lower expenses resulted in a greater increase in the net position for July than budgeted.

CPA remains financially sound and in compliance with its bank and other credit covenants.

Res
54%
Com - Lg
18%
Com - Sm
26%
Agr/Oth
2%
% SALES BY
customer type
July 2026 Year-to-Date
in $000,000's Actual Budget Var % Actual Budget Var %
Energy Revenues 124.7 123.2 1.4 1% 124.7 123.2 1.4 1%
Cost of Energy 104.5 112.9 -8.4 -7% 104.5 112.9 -8.4 -7% Net Energy Revenue 20.1 10.3 9.8 95% 20.1 10.3 9.8 95%
Operating Expenses 4.9 6.5 -1.5 -23% 4.9 6.5 -1.5 -23%
Operating Income 15.2 3.9 11.3 292% 15.2 3.9 11.3 292%
Non-Operating Income 2.0 1.8 0.2 11% 2.0 1.8 0.2 11%
Change in Net Position 17.2 5.7 11.5 204% 17.2 5.7 11.5 204% Summary of Financial Results

Financial Dashboard Definitions:

Accounts: Active Accounts represents customer accounts of active customers served by CPA Overall Participation Rate %: Participation Rate represents active accounts divided by eligible CPA accounts Rolling 6-mo: Rolling 6 month average of participation rates, compares current month’s participation rate to average of last 6 months participation rates.

YTD Retail Sales: Represents the year-to-date 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, staffing, 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 a remaining term to maturity of less than one year (Short Term = ST) and one year or greater (Long Term = LT)
Cash and Cash Equivalents: Includes bank deposits and high quality and liquid securities with maturities of 90 days or less Bank LOC: Represents funds available to draw from CPA’s bank line of credit DLOH: Days Liquidity on Hand represents total liquidity (cash & cash equivalents, investments, and unused bank LOC) divided by trailing 12 months expenses divided by 365. Per CPA’s Financial Reserve policy CPA’s Reserves shall support a DLOH equal to 150 to 240 days.

Year to date (YTD): Represents the fiscal period beginning July 1, 2025 Year over year (YOY): refers to comparison to the same month from the prior fiscal year.

!" " #$$ ""

%!! #$$ "" &'()&
!%
#$$ "" *+',+)

!" ,,'-#$

!
%!! #$$ "" #-'*(
!
#$$ "" (',#
!! #$$ "" ,('$))
" ,('+)&
! #$$ "" #,'&)*

!
#$$ "" #(',&+

.
" *&'$+
%.
" *'+-
%.% #$$ "" ,-'++
%
% #$$ "" ('-$-
! /
0!
#$$ "" '+)
! !

#$$ "" ,(',()
!
.
" #'*(#
!

#$$ "" ',-(
%
% #$$ "" #)'#(-
#$$ "" #'#
1 " ##'&$(
2 #$$ "" *'+*
3 #$$ "" )')#&

" #)'&(
%
" -'$(#

% #$$ "" **'**,
!! %!! #$$ "" *')(
#$$ "" ))'()

! #$$ "" ('(,,

#$$ "" +'($(
!!
!" +*'*+)

%
#$$ "" ##')&-
!
!" #,'&*,
%

1 #$$ "" ++')-#

#$$ "" +)'*+*

#$$ "" **'*#*
. %!!
.
#$$ "" ,'(,,
.!1 !! !" *'&$)
.% " *#'-$
!

!
! !
!

! !
!
! !

!
!

! ! ! !
!
! !
!! !

!
!
! !
!
!

!
!
! !

! ! !

$%
&

'
&

( &%

Project or Resource Summary Month Notes
Road 232 Solar
Executed Letter Agreement to memorialize CAISO-assigned PNode for settlement purposes.

August 2026
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
Previous 12 Months
Long-Term Energy Contract Transactions, Administrative Amendments, Letter Agreements and Terminations Executed Under Chief Executive Officer's Authority

Vendor Purpose Month NTE Amount Status Notes
ParcelQuest Parcel data web service Sep-26 $13,375 Active New Block Digital Agency Website QA services Jul-26 $50,000 Active Getty Images Image database subscription Jul-26 $8,620 Active Berry Dunn
Financial Systems Modernization Planning
Consultant Jul-26 $204,500 Active
Salesforce CRM platform subscription Jul-26 $48,228 Active Language Line Services, Inc.

Translation services for Marketing &
Communications Jul-26 $70,000 Active
Pinnacle AV Services A/V maintenance service plan Jul-26 $25,612 Active Oppenheimer Investigations Group
Amendment to legal services for
employment law Jul-26 $25,000 Active
Uniti Solutions Office phone service Jul-26 $22,812 Active Return to Work Partners Compliance consultant Jul-26 $50,000 Active WPEngine, Inc. Wordpress engine subscription Jul-26 $10,500 Active Saeshe, Inc. Street teams outreach services Jul-26 $100,000 Active Shaw HR Consulting HR consulting services Jul-26 $50,000 Active Advancio Website QA services Jul-26 $18,000 Active
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 Complete 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 Complete 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
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
Non-Energy Contracts Executed Under Chief Executive Officer Authority Rolling 12 months.

Sean Hernandez Consulting Agreement for market operations analytics and reporting services
Feb-26 $30,000 Complete
Liebert Cassidy Whitmore, APC Legal services for employment law Feb-26 $50,000 Active Coro California, Inc. Staff Workshop Facilitator Jan-26 $6,750 Complete 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 Complete
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 Grand Tower LLC Storage Space Lease Dec-25 $12,000 Active DERNet Soft, Inc. Customer Engagement Reporting Tool Nov-25 $60,000 Active Mercer LLC Performance Management Re-design Nov-25 $75,000 Complete 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 Complete

Clean Power Alliance Board of DirectorsOctober 1, 2026

Clean Power Alliance Board of Directors
October 1, 2026