Notwithstanding anything contained herein to the contrary, the Secured Party is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Secured Party pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Secured Party has agreed to accept such Electronic Signature, the Secured Party shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Debtor without further verification and (b) upon the request of the Secured Party, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. The Debtor acknowledges that this Agreement is and shall be effective upon its execution and delivery by the Debtor to the Secured Party, and it shall not be necessary for the Secured Party to execute this Agreement or any other acceptance hereof or otherwise to signify or express its acceptance hereof.
(h) The Debtor irrevocably submits to the non-exclusive jurisdiction of the courts of the State of California and the courts of the United States of America located in Los Angeles County and agrees that any legal action, suit or proceeding arising out of or relating to this Agreement may be brought against the Debtor in any such courts. Final judgment against the Debtor in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 7(h) shall affect the right of the Secured Party to commence legal proceedings or otherwise sue the Debtor in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the Debtor in any manner authorized by the laws of any such jurisdiction. The Debtor irrevocably waives to the fullest extent permitted by applicable law: (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of California to any court of the United States of America; (d) any immunity which it or its assets may have in respect of its obligations under this Agreement from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the Secured Party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement to post security for the costs of the Debtor or to post a bond or to take similar action. With respect to any suit, action or proceeding relating to this Agreement, to the fullest extent permitted by applicable law, each party to this Agreement waives any right it may have to trial by jury.
IF AND TO THE EXTENT THAT THE FOREGOING WAIVER OF THE RIGHT TO A JURY TRIAL IS
UNENFORCEABLE FOR ANY REASON IN SUCH FORUM, EACH OF THE PARTIES HERETO HEREBY
CONSENTS TO THE ADJUDICATION OF ALL CLAIMS PURSUANT TO JUDICIAL REFERENCE AS PROVIDED IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638, AND THE JUDICIAL REFEREE
SHALL BE EMPOWERED TO HEAR AND DETERMINE ALL ISSUES IN SUCH REFERENCE, WHETHER FACT OR LAW. EACH OF THE PARTIES HERETO REPRESENTS THAT EACH HAS REVIEWED THIS
WAIVER AND CONSENT AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
AND CONSENTS TO JUDICIAL REFERENCE FOLLOWING CONSULTATION WITH LEGAL COUNSEL ON SUCH MATTERS. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT OR TO JUDICIAL REFERENCE UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 AS PROVIDED HEREIN. [SIGNATURE PAGE TO FOLLOW]
CC Draft September 3, 2026
[Signature Page to OCPA Security Agreement Re Deposit Account] IN WITNESS WHEREOF, the Debtor has caused this Agreement to be duly executed and delivered as of the date first above written.
ORANGE COUNTY POWER AUTHORITY
By: _______________________________
Name:
Title:
Accepted and agreed to as of the date first above written.
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION
By: _______________________________
Name:
Title:
DEPOSIT ACCOUNT CONTROL AGREEMENT
(SPRINGING BLOCK)
This Deposit Account Control Agreement (this "Agreement") is effective as of the date last signed below, and entered into by and among Orange County Power Authority ("Company"), JPMorgan Chase Bank, N.A. ("Lender") and U.S. BANK NATIONAL ASSOCIATION ("Depositary Bank"). To the extent multiple entities are listed in the definition of “Company”, all obligations of Company hereunder shall be joint and several.
1. Deposit Account. Pursuant to certain agreements between Company and Lender, Company has granted to Lender a security interest in all rights of Company with respect to account(s) number _____________________ and all credits and proceeds thereto and all monies, checks and other instruments held or deposited therein (such account(s), together with all substitutions and replacements therefor, the "Deposit Account") located at Depositary Bank and subject to the terms of the Deposit Agreements (as hereinafter defined).
The terms and conditions of this Agreement are in addition to any deposit account agreements and other related agreements that Company has with Depositary Bank, including without limitation all agreements concerning banking products and services, treasury management documentation, account booklets containing the terms and conditions of the Deposit Account, signature cards, fee schedules, disclosures, specification sheets and change of terms notices (collectively, the "Deposit Agreements"). The provisions of this Agreement shall supersede the provisions of the Deposit Agreements only to the extent the provisions herein are inconsistent with the Deposit Agreements, and in all other respects, the Deposit Agreements shall remain in full force and effect. All items deposited into the Deposit Account shall be processed according to the provisions of the Deposit Agreements, as amended by this Agreement. The Depositary Bank warrants that the Deposit Account is a "deposit account" within the meaning of Section 9-102(a)(29) of the Uniform Commercial Code ("UCC") and the Depositary Bank is a "bank" within the meaning of Section 9-102(a)(8) of the UCC.
2. Security Interest. Company has granted to Lender a security interest in, among other property, the Deposit Account and all credits and proceeds thereto and all monies, checks and other instruments held or deposited therein (all of which shall be included in the definition of the "Deposit Account"). Company represents and warrants that it has the legal right to pledge the Deposit Account to Lender; that the funds in the Deposit Account are not held for the benefit of a third party; and that there are no perfected liens or encumbrances with respect to the Deposit Account, other than those in favor of Lender. Company covenants with Lender that it shall not enter into any acknowledgment or agreement that gives any other person or entity except Lender control over, or any other security interest, lien or title in, the Deposit Account. Company and Lender acknowledge and agree that; (a) Depositary Bank makes no representations or warranties, express or implied, concerning the validity, perfection, or priority of Lender’s security interest in the Deposit Account; and (b) this Agreement applies only to the Deposit Account designated above, but not to any other deposit account which Company may now or hereafter maintain with Depositary Bank.
3. Control. In order to provide Lender with control over the Deposit Account, Company agrees that Depositary Bank shall comply with any and all orders, notices, requests and other instructions originated by Lender directing disposition of the funds in the Deposit Account without any further consent from Company, even if such instructions are contrary to any of Company’s instructions or demands or result in Depositary Bank dishonoring items which may be presented for payment. Company agrees that instructions from Lender may include the giving of stop payment orders for any items presented to the Deposit Account, instructions to transfer funds to or for the benefit of Lender or any other person or entity, and instructions to close the Deposit Account.
4. Access to Deposit Account. The Deposit Account shall be under the control of Lender, provided, that, unless and until Depositary Bank receives Lender’s written notice in substantially similar form to the notice attached hereto as Exhibit A that Company’s access to the funds in the Deposit Account is terminated (a “Notice of Control”), Depositary Bank shall honor Company’s instructions, notices and directions with respect to the transfer or withdrawal of funds from the Deposit Account, including paying or transferring the funds to Company or any other person or entity. Lender shall promptly contact Depositary Bank to confirm Depositary Bank’s receipt of a Notice of
Control. Any Notice of Control received after Depositary Bank’s business hours shall be considered received on the next business day. Depositary Bank shall have two (2) business days, to act on a Notice of Control.
Upon receipt of a Notice of Control, Depositary Bank shall comply with the Lender’s written instructions in respect of the Deposit Account, including, if requested, transferring all funds (subject to Depositary Bank's funds availability policy) in the Deposit Account to a designated account in accordance with Lender's written instructions.
Lender shall promptly contact Depositary Bank to confirm Depositary Bank’s receipt of Lender’s written instructions, but failure to do so shall not affect the validity of effectiveness of Lender’s notice if actually received by Depositary Bank.
Depositary Bank shall have no liability in the event Company closes the Deposit Account or the Deposit Account is dormant at a zero balance and the Deposit Account is closed pursuant to Depositary Bank in the ordinary course of business. In the event that Company requests to close Deposit Account and a Notice of Control is in effect, the Depositary Bank shall follow Lender’s instructions for the disposition of any balance in the Deposit Account.
5. Subordination by Depositary Bank. Company and Depositary Bank acknowledge notice of and recognize Lender's continuing security interest in the Deposit Account and in all items deposited in the Deposit Account and in the proceeds thereof. Depositary Bank hereby subordinates any statutory or contractual right or claim of offset or lien resulting from any transaction which involves the Deposit Account upon confirmation of Depositary Bank’s receipt of a Notice of Control. Notwithstanding the preceding sentence, nothing herein constitutes a waiver of, and Depositary Bank expressly reserves all of its present and future rights with respect to: (i) fees and expenses ("Fees") related to the Deposit Account; (ii) any checks, ACH entries, wire transfers, merchant card transactions, or other paper or electronic items which were deposited or credited to the Deposit Account that are returned, reversed, refunded, adjusted or charged back for insufficient funds or for any other reason ("Returned Items"); and (iii) obligations and liabilities connected with the Deposit Account that arise out of any treasury management services provided by Depositary Bank, its subsidiaries or affiliates, including but not limited to, ACH, merchant card, zero balance account, sweeps, controlled disbursement or payroll ("Settlement Items"). For purposes of this Agreement, Lender agrees that the terms “Fees,” “Returned Items” and “Settlement Items" includes those not only incurred by Depositary Bank, but also by Company’s merchant services provider to the extent such services are provided by an affiliate of Depositary Bank. Depositary Bank may charge the Deposit Account or other accounts of Company maintained at Depositary Bank to cover Fees, Returned Items or Settlement Items. If there are insufficient funds in the Deposit Account or any of Company's other accounts to cover the Fees, Returned Items and Settlement Items, Company agrees to reimburse Depositary Bank for the amount of such shortfall within five (5) business days. If Company fails to pay the amount demanded by Depositary Bank, Depositary Bank shall notify Lender in writing and Lender agrees to reimburse Depositary Bank within five (5) business days of such demand thereof by Depositary Bank for any Returned Items and Settlement Items, to the extent such funds were transferred at Lender's instructions pursuant to Section 4.
6. Peg Balance. Depositary Bank may, in its sole discretion, at all times for up to 180 days after termination of this Agreement, retain the aggregate sum of $_________ in the Deposit Account ending x______ (the "Peg Balance"), which it may apply to cover any Fees, Returned Items and Settlement Items.
7. Indemnity. Company agrees to defend, indemnify and hold Depositary Bank and its directors, officers, employees, attorneys, successors and assigns (all of which shall be included in the definition of "Depositary Bank" as used in this Section) harmless from and against any and all claims, losses, liabilities, costs, damages and expenses, including, without limitation, reasonable legal and accounting fees (collectively, "Claims"), arising out of or in any way related to this Agreement, excepting only liability arising out of Depositary Bank's gross negligence or willful misconduct. In the event Company fails to meet its indemnification obligations to fully indemnify Depositary Bank for the applicable Claims pursuant to the preceding sentence within thirty days aft Depositary Bank’s request therefor, Lender agrees to defend, indemnify and hold Depositary Bank harmless from and against any and all Claims arising out of Depositary Bank's compliance with Lender's instructions pursuant to Section 4, other than if related to Depository Bank’s fraud, gross negligence or willful misconduct. Lender's obligations to Depositary Bank hereunder shall in no way operate to release Company from its obligations to Lender and shall not impair any rights or remedies of Lender to collect any such amounts from Company. IN NO EVENT WILL ANY PARTY HERETO BE
LIABLE FOR ANY INDIRECT DAMAGES, LOST PROFITS, SPECIAL, PUNITIVE, OR CONSEQUENTIAL
DAMAGES WHICH ARISE OUT OF OR IN CONNECTION WITH THE SERVICES CONTEMPLATED BY THIS AGREEMENT EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Depositary Bank's Responsibility. The duties of Depositary Bank are strictly limited to those set forth in this Agreement and Depositary Bank is not acting as a fiduciary for any party hereto. Depositary Bank shall be protected in relying on any form of instruction, notice, or other communication purporting to be from an authorized representative of Lender which Depositary Bank, in good faith, believes to be genuine and what it purports to be.
Depositary Bank shall have no duty to inquire as to the genuineness, validity, or enforceability of any such instruction, notice or communication even if Company notifies Depositary Bank that Lender is not legally entitled to originate any such instruction, notice or communication. The Deposit Account and all actions and undertakings by Depositary Bank shall be subject to all rules and regulations relating to the Deposit Account and to applicable law.
If requested by Lender, Company authorizes Depositary Bank to provide to Lender a copy of the Deposit Account statement.
9. Termination. This Agreement shall not be terminable by Company. Depositary Bank may terminate this Agreement upon thirty (30) days' prior written notice to all parties; provided, however, that Depositary Bank may terminate this Agreement on five (5) Business Days’ prior written notice to all parties in the event Lender fails to make payments to Depositary Bank in accordance with Section 5 above which payment is not cured within such five (5) Business Days’ period. Lender may terminate this Agreement in a notice in substantially similar form to the notice attached hereto as Exhibit B sent to Depositary Bank in which Lender releases Depositary Bank from any further obligation to comply with instructions originated by Lender with respect to the Deposit Account. If a Notice of Control has been received by Depositary Bank, any available funds remaining in the Deposit Account upon termination of this Agreement shall be transferred in accordance with the Lender's written instructions after deduction for any amounts otherwise reimbursable to Depositary Bank as provided hereunder. If Depositary Bank has not received a Notice of Control, any available funds remaining in the Deposit Account upon termination of this Agreement shall be subject to Company's control after deduction for any amounts otherwise reimbursable to Depositary Bank as provided hereunder. Termination of this Agreement shall not affect the rights and obligations of any party hereto with respect to any transactions occurring prior to such termination; provided that any claim against the Lender for amounts owing must be demanded by the Depository Bank in writing to the Lender no later than ninety (90) days after the date of the termination of this Agreement.
10. Legal Process and Insolvency. In the event Depositary Bank receives any form of legal process concerning the Deposit Account, including, without limitation, court orders, levies, garnishments, attachments, and writs of execution, or in the event Depositary Bank learns of any insolvency proceeding concerning Company, including, without limitation, bankruptcy, receivership, and assignment for the benefit of creditors, Depositary Bank will respond to such legal process or knowledge of insolvency in the normal course or as required by law. If Depositary Bank is stayed or prohibited from making demand upon Company for any reason, then Depositary Bank shall not be required to make such demand upon Company before seeking reimbursement from Lender pursuant to Section 5.
11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. The parties agree that Minnesota is the "bank's jurisdiction" for purposes of the UCC.
12. Notices. Except as otherwise provided in this Agreement, all notices and other communications required under this Agreement shall be in writing, with copies sent to all addresses specified below, and may be personally served or sent by email, overnight courier, or registered/certified United States Mail, and shall be deemed given when delivered in person, or by email, courier or United States Mail at the address specified below. Any party may change its address for notices hereunder by notice to all other parties given in accordance with this Section.
Company:
Attn:
Email:
Telephone:
Lender: JPMorgan Chase Bank, N.A.
270 Park Avenue, 3rd Floor
New York, New York 10017
Mail Code: NY1-1101
Attention: Allyson Goetschius or Janice Fong
Telephone: (212) 270-0335 or (212) 270-3762
Email:
[email protected] or [email protected] Depositary Bank: U.S. Bank National Association
Attn:
Email:
Telephone:
With a copy to1: U.S. Bank National Association
Attn: Commercial Customer Service
Email:
Telephone:
And a copy to: U.S. Bank National Association
Attn: Commercial Banking Risk Management
Email: [email protected]
Telephone: N/A
13. Miscellaneous. This Agreement shall bind and benefit the parties and their respective successors and assigns. Lender may assign this Agreement by providing written notice of such assignment together with a copy of this Agreement to Company and Depositary Bank; provided, that Depositary Bank is under no obligation to any successor to original Lender until it has received written notice of such assignment from original Lender (“Assignment Notice”). In the event a successor to original Lender sends a Notice of Control prior to receipt by Depositary Bank of an Assignment Notice, Depositary Bank shall have three (3) business days from the date of receipt of the Assignment Notice (not including the date of receipt of the Assignment Notice) to act on the Notice of Control under Section 4. This Agreement may be amended only with the prior written consent of all parties hereto.
None of the terms of this Agreement may be waived except as Depositary Bank may consent thereto in writing. No delay on the part of Depositary Bank in exercising any right, power or privilege hereunder shall operate as a waiver hereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude other or further exercise thereof or the exercise of any right, power or privilege. The rights and remedies specified herein are cumulative and are not exclusive of any rights or remedies which Depositary Bank would otherwise have. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.
14. Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. The parties agree that signatures that are transmitted by facsimile or other electronic means shall be binding as of the date signed and to the same extent as original signatures. The parties agree to accept a digital image of this Agreement, as executed, as a true and correct original 1 If the U.S. Bank customer is supported by U.S. Bank Commercial Customer Service, complete with applicable CCS contact information. If the U.S. Bank customer is not supported by U.S. Bank Commercial Customer Service, include the contact information of a second U.S. Bank employee or shared team mailbox.
and admissible as best evidence for the purpose of state law, Federal Rule of Evidence 1002, and similar statutes and regulations. Any party transmitting this Agreement electronically shall, upon request, promptly deliver a manually executed counterpart, provided that any failure to do so shall not affect the validity of the counterpart transmitted electronically.
15. Jury Trial Waiver. COMPANY, LENDER, AND DEPOSITARY BANK HEREBY WAIVE ALL RIGHTS TO
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR SERVICES RENDERED IN CONNECTION WITH THIS AGREEMENT. [remainder of this page intentionally left blank]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date last written below. _____________________________________________
COMPANY
By: __________________________________________
Name: _______________________________________
Title: ________________________________________
Date: ________________________________________
JPMORGAN CHASE BANK, N.A.
LENDER
By: __________________________________________
Name: _______________________________________
Title: ________________________________________
Date: ________________________________________
U.S. BANK NATIONAL ASSOCIATION
DEPOSITARY BANK
By: __________________________________________
Name: _______________________________________
Title: ________________________________________
Date: ________________________________________
EXHIBIT A
NOTICE OF CONTROL
[DATE]
U.S. Bank National Association
[ADDRESS]
Attn: [__________]
Telephone: [__________]
Email: [__________]
Re: Deposit Account Control Agreement, dated as [AGREEMENT DATE] (the “Agreement”), by and among [COMPANY NAME] (“Company”), [LENDER NAME] (“Lender”) and U.S. BANK NATIONAL ASSOCIATION (“Depositary Bank”)
To Whom it May Concern:
Capitalized terms used but not defined herein shall have the respective meanings given to them in the Agreement, a copy of which is attached hereto. This constitutes a Notice of Control and Lender hereby notifies Depositary Bank, that Company’s access to the Deposit Account is terminated. Depositary Bank (i) shall not follow any instructions, notices and directions of Company in respect of the Deposit Account, and (ii) shall exclusively follow the instructions, notices and directions of Lender in respect of the Deposit Account. [LENDER NAME],
Lender
By: ____________________________
Name:
Title:
EXHIBIT B
NOTICE OF TERMINATION BY LENDER
[DATE]
U.S. Bank National Association
[ADDRESS]
Attn: [__________]
Telephone: [__________]
Email: [__________]
Re: Deposit Account Control Agreement, dated as [AGREEMENT DATE] (the “Agreement”), by and among [COMPANY NAME] (“Company”), [LENDER NAME] (“Lender”) and U.S. BANK NATIONAL ASSOCIATION (“Depositary Bank”)
To Whom It May Concern:
Capitalized terms used but not defined herein shall have the respective meanings given to them in the Agreement, a copy of which is attached hereto. Lender hereby notifies Depositary Bank that it has released its security interest in the Deposit Account and is hereby terminating the Agreement with immediate effect, subject to any undertakings that survive termination of the Agreement. All balances in the Deposit Account will be subject solely to the provisions of the Deposit Agreements between Depositary Bank and Company. This notice terminates any obligations Depositary Bank has to Lender with respect to the Deposit Account. [LENDER NAME],
Lender
By: ________________________
Name:
Title:
Rev. 08.31.2026
Continuing Agreement
for
Standby Letters of Credit
between
[Customer Name]
and
JPMorgan Chase Bank, N.A.
and its subsidiaries and affiliates
Rev. 08.31.2026 1
CONTINUING AGREEMENT FOR
STANDBY LETTERS OF CREDIT
To induce JPMorgan Chase Bank, N.A. and/or any of its subsidiaries or affiliates (individually and collectively, the “Bank”), in its sole discretion, to issue from time to time at the request of the undersigned (individually and, if more than one, collectively, the “Applicant”), one or more standby letters of credit or other independent undertakings (together with any replacement, extension or modification thereof, each a “Credit”, and collectively, “Credits”), the Applicant agrees as follows:
ARTICLE I – DEFINED TERMS; APPLICATION PROCESS
Section 1.01. Defined Terms. Unless otherwise defined herein, capitalized terms used herein have the meaning set forth in Annex A.
Section 1.02. Applications. Each request to issue a Credit hereunder (each such request, an “Application”) shall be irrevocable and in a form acceptable to the Bank. The Applicant shall be responsible for the final text of a Credit requested hereunder notwithstanding the Bank’s recommendation, assistance or drafting or the Bank’s use, non-use or refusal to use text submitted by the Applicant.
Section 1.03. Letters of Credit Issued for Affiliates. Notwithstanding that a Credit issued or outstanding hereunder supports any obligations of, or is for the account of, an Affiliate of the Applicant, or states that an Affiliate of the Applicant is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Credit, and without derogating from any of the Bank’s rights (whether arising by contract, at law, in equity or otherwise) against such Affiliate in respect of such Credit, the Applicant (a) shall reimburse, indemnify and compensate the Bank for such Credit (including to reimburse any and all drawings thereunder) as if such Credit had been issued solely for the account of the Applicant and (b) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Affiliate in respect of such Credit. The Applicant hereby acknowledges that the issuance of such Credits for an Affiliate inures to the benefit of the Applicant, and that the Applicant’s business derives substantial benefits from the businesses of such Affiliate.
Section 1.04. Joint and Several Liability. If more than one Person signs this Agreement or an Application hereunder, each of them shall be jointly and severally liable hereunder and thereunder and all the terms and provisions regarding liabilities, obligations and property of such Persons shall apply to any liabilities, obligations and property of any and all of them.
Section 1.05. Conflict with Credit Agreement. To the extent of any direct conflict between the provisions of this Agreement and the provisions of that certain Revolving Credit Agreement dated as of September [__], 2026 between Applicant and Bank (the “Credit Agreement”), the provisions of the Credit Agreement will control.
ARTICLE II – PAYMENT TERMS
Section 2.01. Draw Reimbursement; Fees. For each Credit, the Applicant shall pay the Bank (a) the amount of each drawing on demand and (b) related commissions, fees and charges (including any third party fees incurred by the Bank), at such rates, amounts and times as the Bank and the Applicant shall mutually agree (or in the absence of such an agreement, as reasonably determined by the Bank).
Section 2.02. Interest. If any amount payable by the Applicant to the Bank hereunder is not paid when due, such overdue amount shall bear interest at a rate per annum equal to the Default Rate, calculated on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable on demand for the actual number of days elapsed (including the first day but excluding the last day).
Section 2.03. Non-USD Draw. Unless otherwise previously agreed by the Bank, if an amount drawn under any Credit is in a currency other than United States dollars, the Applicant shall reimburse the Bank, on demand, the United States dollar equivalent of such drawn amount based on the Bank’s actual cost of settlement of its obligation.
Section 2.04. Debit Authorization; Payments Generally. The Applicant hereby authorizes the Bank to debit from any of Applicant’s accounts maintained with the Bank any amount payable by the Applicant hereunder, including the amount of any drawing under a Credit payable pursuant to Section 2.01(a). All payments required to be made by the Applicant hereunder shall be made in immediately available funds, without setoff, recoupment or counterclaim.
Rev. 08.31.2026 2
Section 2.05. Increased Costs. If, as a result of any Regulatory Change, the Bank determines that the cost (including but not limited to, any reserve, special deposit, insurance charge, capital charge, liquidity requirement, Tax (imposed on letters of credit or other obligations, or its deposits, reserves, other liabilities, or capital attributable thereto but excluding Excluded Taxes) or other assessment) to the Bank of issuing or maintaining any Credit is increased, or any amount received or receivable by the Bank hereunder is reduced, or the Bank is required to make any payment in connection with any transaction contemplated hereby, then the Applicant shall pay to the Bank on demand such additional amount or amounts as the Bank determines will compensate the Bank for such increased cost, reduction or payment.
Section 2.06. Taxes.
(a) All payments to be made hereunder shall be made without setoff or counterclaim and free and clear of, and without any deduction for any Taxes, except as required by applicable law. If any Indemnified Taxes are required by applicable law to be withheld from any amounts payable to the Bank hereunder, the amounts so payable to the Bank shall be increased to the extent necessary to yield to the Bank (after payment of all Indemnified Taxes) the amounts payable hereunder and in the full amounts to be paid. If any applicable law requires the deduction or withholding of any Tax from any amounts payable to the Bank hereunder, whenever any such Tax is paid by the Applicant, as promptly as possible thereafter, the Applicant shall send to the Bank an official receipt showing payment thereof, together with such additional documentary evidence as may be reasonably required from time to time by the Bank. The Applicant shall indemnify the Bank, within ten (10) days after demand therefor, for Indemnified Taxes imposed with respect to payments made hereunder and paid or otherwise borne by the Bank whether or not such Indemnified Taxes were correctly or legally imposed. (b) The Applicant shall indemnify the Bank against any stamp Taxes, transfer Taxes, documentary Taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or any other Facility Document.
ARTICLE III – OBLIGATIONS ABSOLUTE
Section 3.01. Obligations Absolute. The Applicant’s obligation to reimburse any drawing under a Credit as provided in Section
2.01(a) shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including, without limitation: (a) any lack of validity, enforceability or legal effect of any Credit or this Agreement, or any term or provision therein or herein; (b) payment against presentation of any Drawing Document that does not comply in whole or in part with the terms of the applicable Credit or which proves to be fraudulent, forged or invalid in any respect or any statement therein being untrue or inaccurate in any respect, or which is signed, issued or presented by a Person (or a transferee of such Person) purporting to be a successor or transferee of the beneficiary of such Credit; (c) the Bank being the beneficiary of any Credit; (d) the Bank or any correspondent honoring a drawing against a Drawing Document up to the amount available under any Credit even if such Drawing Document claims an amount in excess of the amount available under the Credit; (e) the existence of any claim, set-off, defense or other right that the Applicant or any other Person may have at any time against any beneficiary, any assignee of proceeds, the Bank or any other Person; (f) the Bank or any correspondent having previously paid against fraudulently signed or presented Drawing Documents (whether or not the Applicant reimbursed the Bank for such drawing); and (g) any other event, circumstance or conduct whatsoever, whether or not similar to any of the foregoing, that might, but for this Section, constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, the Applicant’s obligations hereunder (whether against the Bank, the beneficiary or any other Person).
Section 3.02. Limitation of Liability. Subject to Section 3.03 below, neither the Bank nor any of its Related Parties shall have any liability or responsibility, and the Bank’s rights and remedies against the Applicant shall not be impaired, by reason of or in connection with: (a) honor of a presentation under any Credit which on its face substantially complies with the terms of such Credit; (b) honor of a presentation of any Drawing Documents which appear on their face to have been signed, presented or issued (i) by any purported successor or transferee of any beneficiary or other party required to sign, present or issue the Drawing Documents or (ii) under a new name of the beneficiary; (c) acceptance as a draft of any written or electronic demand or request for payment under a Credit, even if nonnegotiable or not in the form of a draft, and may disregard any requirement that such draft, demand or request bear any or adequate reference to the Credit; (d) the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness, or legal effect of any presentation under any Credit or of any Drawing Documents; (e) disregard of any non-documentary conditions stated in any Credit; (f) acting upon any Instruction which it, in Good Faith, believes to have been given by a Person or entity authorized to give such Instruction; (g) any errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how sent or transmitted) or for errors in interpretation of technical terms or in translation; (h) any delay in giving or failing to give any notice; (i) any acts, omissions or fraud by, or the solvency of, any beneficiary, any nominated Person or any other Person; (j) any breach of contract between the beneficiary and the Applicant or any of the parties to the underlying transaction; Rev. 08.31.2026 3
(k) assertion or waiver of any provision of the UCP or ISP which primarily benefits an issuer of a letter of credit, including, any requirement that any Drawing Document be presented to it at a particular hour or place; (l) payment to any paying or negotiating bank (designated or permitted by the terms of the applicable Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under the Standard Letter of Credit Practice applicable to it; or (m) acting or failing to act as required or permitted under Standard Letter of Credit Practice (or in the case of other independent undertakings or guarantees, the UN Convention).
Section 3.03. Standard of Care. Nothing in Section 3.02 shall be construed to excuse the Bank from liability to the Applicant to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Applicant to the extent permitted by applicable law) suffered by the Applicant that are caused by the Bank’s failure to exercise care when determining whether Drawing Documents presented under a Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Bank (as finally determined by a court of competent jurisdiction) in (a) honoring a presentation that does not at least substantially comply with a Credit, or (b) failing to honor a presentation that strictly complies with a Credit, the Bank shall be deemed to have exercised care in each such determination or action. In no event shall the Bank be deemed to have failed to act with due diligence or reasonable care if the Bank’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with this Agreement. The Applicant’s aggregate remedies against the Bank and any Related Party for wrongfully honoring a presentation under any Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant to the Bank in respect of the honored presentation in respect of such Credit under Section 2.01 above, plus interest. The Applicant shall take action to avoid and mitigate the amount of any damages claimed against the Bank or any Related Party, including by enforcing its rights in the underlying transaction. Any claim by the Applicant for damages under or in connection with this Agreement or any Credit shall be reduced by an amount equal to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damages.
Section 3.04. Non-New York Law Governed Credit. If a Credit is to be governed by a law other than that of the State of New York, the Bank shall not be liable for any Costs resulting from any act or omission by the Bank in accord with the UCP or the ISP, as applicable, and the Applicant shall indemnify the Bank for all such Costs.
Section 3.05 Notice of Objection, Etc. The Applicant shall notify the Bank of (a) any noncompliance with any Instruction, any other irregularity with respect to the text of any Credit or any amendment thereto or any claim of an unauthorized, fraudulent or otherwise improper Instruction, within one (1) Business Day of the Applicant’s receipt of a copy of such Credit or amendment and (b) any objection the Applicant may have to the Bank’s honor or dishonor of any presentation under any Credit or any other action or inaction taken or proposed to be taken by the Bank under or in connection with this Agreement or any Credit, within three (3) Business Days after the Applicant receives notice of the objectionable action or inaction. The failure to so notify the Bank within said times shall discharge the Bank from any loss or liability that the Bank could have avoided or mitigated had it received such notice, to the extent that the Bank could be held liable for damages hereunder; provided, that, if the Applicant shall not provide such notice to the Bank within three (3) Business Days of the date of receipt in the case of clause (a) or within ten (10) Business Days of the date of receipt in the case of clause (b), the Bank shall have no liability whatsoever for such noncompliance, irregularity, action or inaction and the Applicant shall be precluded from raising such noncompliance, irregularity or objection as a defense or claim against the Bank. The Bank shall not be required to seek any waiver of discrepancies from the Applicant or to grant any waiver of discrepancies which the Applicant approves or requests.
ARTICLE IV – REPRESENTATIONS AND WARRANTIES
The Applicant hereby represents and warrants on and as of the date hereof, and the date of each issuance, amendment, and extension of a Credit, as applicable, that:
Section 4.01. Organization; Powers. It is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessary power and authority to enter into and perform this Agreement and the other Facility Documents.
Section 4.02. Authorization; Enforceability. It has obtained all authorizations, consents and approvals required for it to enter into and perform this Agreement and the other Facility Documents in accordance with its terms. This Agreement and each other Facility Document has been duly executed and delivered by the Applicant and constitutes the legal, valid and binding obligation of the Applicant, enforceable against it in accordance with its terms.
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Section 4.03. Governmental Approvals; No Conflicts. The execution, delivery and performance of this Agreement and the other Facility Documents by the Applicant (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Applicant or any order of any Governmental Authority, and (c) will not violate or result in a default under any material agreement or arrangement to which the Applicant is a party or by which it or its properties may otherwise be bound.
Section 4.04. Financial Condition. The financial statements most recently furnished to the Bank by the Applicant fairly present the financial condition of the Applicant in accordance with generally accepted accounting principles, and there has been no material adverse change in the Applicant’s business, condition (financial or otherwise) or results of operation since the date of the Applicant’s most recent annual financial statements.
Section 4.05. Disclosure. No information now or hereafter furnished by the Applicant to the Bank in connection with this Agreement, any other Facility Document or any Credit is or shall be materially false or misleading when furnished.
Section 4.06. Litigation. There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Applicant, threatened against or affecting the Applicant which, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a material adverse effect on its financial condition or business or which purports to affect the validity or enforceability of this Agreement, any other Facility Document, any Credit or any transaction related to any Credit.
Section 4.07. Anti-Corruption Laws and Sanctions. The Applicant has implemented and maintains in effect policies and procedures designed to ensure compliance by the Applicant, its subsidiaries, Affiliates and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Applicant, its subsidiaries, Affiliates and their respective officers and directors and to the knowledge of the Applicant, its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and if the Applicant is organized outside of the United States of America, the Applicant further represents that it is not knowingly engaged in any activity that would reasonably be expected to result in the Applicant being designated as a Sanctioned Person. None of (a) the Applicant, any subsidiary, Affiliate, any of their respective directors, officers or employees, or (b) to the knowledge of the Applicant, any agent of the Applicant or any subsidiary or Affiliate that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Credit, use of proceeds or other transaction contemplated by this Agreement or any other Facility Documents will violate any Anti-Corruption Law or applicable Sanctions.
ARTICLE V - COVENANTS
The Applicant covenants and agrees with the Bank that:
Section 5.01. Financial Statements and Other Information. To the extent not otherwise provided to the Bank under other agreements, upon request, the Applicant will furnish to the Bank its most recent year-end, quarterly and monthly (if any), financial statements (as audited) and such other information regarding the financial condition, business affairs or operations of the Applicant as the Bank may reasonably request. Further, the Applicant acknowledges and agrees to provide the Bank additional information, records, and documentation as requested by the Bank, pursuant to the Bank’s programs enacted to comply with Section 326 of the USA Patriot Act, the applicable regulations promulgated thereunder, and the Bank’s Customer Identification Program and authorizes the Bank to verify information as per the USA Patriot Act Regulation.
Section 5.02. Existence; Conduct of Business. The Applicant will do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business.
Section 5.03. Compliance with Laws. The Applicant will comply with all laws, rules, regulations and orders of any Governmental Authority (including the USA Patriot Act, foreign exchange control regulations, foreign asset control regulations and other trade-related regulations) now or hereafter applicable to each Credit, the transactions underlying such Credit or Applicant’s execution, delivery and performance of this Agreement and each other Facility Document.
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Section 5.04. Inspection Rights. The Applicant will permit the Bank (or its representatives), upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.
Section 5.05. Payment of Taxes. The Applicant will pay all Taxes required to have been paid by it when due, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, and (b) the Applicant has set aside on its books and records adequate reserves with respect thereto in accordance with generally accepted accounting principles.
Section 5.06. Insurance. The Applicant will cause all Released Merchandise to be insured against theft, fire and such other risks usually insured against in connection with the underlying transaction.
Section 5.07. Anti-Corruption and Sanctions. The Applicant will maintain in effect and enforce policies and procedures designed to ensure compliance by the Applicant, its subsidiaries, Affiliates and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Applicant agrees that no goods or vessels used to transport goods will be the subject of any Sanctions. The Applicant will not request any Credit, and shall not use, and shall procure that its subsidiaries, Affiliates and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
ARTICLE VI – EVENTS OF DEFAULT
Section 6.01. Events of Default. If any of the following events (“Events of Default”) shall occur and be continuing:
(a) the Applicant shall fail to pay any Obligations when and as the same shall become due and payable; (b) any representation or warranty made or deemed made by or on behalf of the Applicant or any Guarantor in or in connection with this Agreement or any other Facility Document, or in any Instruction, report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Facility Document, shall prove to have been incorrect in any material respect when made or deemed made;
(c) the Applicant or any Guarantor shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Facility Document;
(d) the Applicant or any Guarantor shall fail to pay when due any indebtedness (including but not limited to indebtedness for borrowed money) or any event or condition shall occur that shall result in any such indebtedness becoming due prior to its scheduled maturity or that permits (with or without the giving of notice, the lapse of time or both) the holder of such indebtedness or obligee to cause such indebtedness to become due, by acceleration or otherwise, prior to its scheduled maturity; (e) the Applicant or any Guarantor: (i) shall generally not, or be unable to, or shall admit in writing its inability to, pay its debts as its debts become due; (ii) shall make an assignment for the benefit of creditors; (iii) shall file a petition in bankruptcy or for any relief under any law of any jurisdiction relating to reorganization, arrangement, readjustment of debt, dissolution or liquidation; (iv) shall have any such petition filed against it in which an adjudication is made or order for relief is entered or which shall remain undismissed for a period of thirty (30) days or shall consent or acquiesce thereto; or (v) shall have had a receiver, custodian or trustee appointed for all or a substantial part of its property;
(f) any Facility Document shall at any time cease to be in full force and effect or its validity or enforceability shall be disputed or contested or any lien or security interest securing the Obligations shall cease to create a valid and perfected first priority lien or security interest in the property purported to be subject thereto; (g) one or more judgments for the payment of money shall be rendered against the Applicant and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Applicant to enforce any such judgment; Rev. 08.31.2026 6
(h) a Change of Control shall have occurred or, if an individual, the death of the Applicant or any Guarantor; or (i) the Applicant or any Guarantor shall (i) merge into or consolidate with any other Person, (ii) dispose of all or substantially all of its assets (whether now owned or hereafter acquired), or (iii) liquidate or dissolve; THEN, and in every such event (other than an event with respect to the Applicant described in clause (e) above), and at any time thereafter during the continuance of such event, the Bank may, by notice to the Applicant, take any and all of the following actions, at the same or different times: (i) declare the Obligations then outstanding to be due and payable (in whole or in part), and thereupon such Obligations shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Applicant; (ii) require that the Applicant provide cash collateral as required in Section 7.03; and (iii) exercise all other rights and remedies available to it under the Facility Documents and applicable law; and in case of any event with respect to the Applicant described in clause (e) above, the Obligations then outstanding shall automatically become due and payable and the obligation of the Applicant to cash collateralize the aggregate undrawn amount of all outstanding Credits at such time as provided in clause (ii) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Applicant.
Section 6.02. Code and Other Remedies. In addition to any other rights and remedies granted to the Bank in the Facility Documents, the Bank may exercise all rights and remedies of a secured party under the New York UCC or any other applicable law.
Upon and during the continuance of an Event of Default, the Applicant agrees, at the Bank’s request, to assemble all Collateral and make it available to the Bank at places which the Bank shall reasonably select, whether at the premises of the Applicant or elsewhere, and the Bank shall be authorized to liquidate or sell immediately, without demand for payment, advertisement or notice to the Applicant, all of which are hereby expressly waived (except such notice as is required by applicable law and that cannot be waived, in which event such notice shall be deemed proper if mailed at least five (5) Business Days before disposition or other action) any and all Collateral (whether received pursuant to Section 7.03 hereof or otherwise) at private sale or at public auction or at brokers' board or upon any exchange or otherwise, at Bank's option, in such parcels and at such time and at such place and at such price and upon such terms and conditions as the Bank may deem proper, and to apply the net proceeds of such sale or sales, together with any balance of deposits and any sums credited by or due from the Bank to the Applicant in general account or otherwise, to the payment of any and all of the Obligations, all without prejudice to the rights of the Bank against the Applicant with respect to any and all amounts which may be or remain unpaid and if any such sale be at broker's board or public auction or upon any exchange the Bank may itself be a purchaser at such sale, free from any right of redemption, which the Applicant hereby expressly waives and releases.
Section 6.03. Bank’s Appointment as Attorney-in-Fact, Etc. The Applicant hereby gives the Bank the power and right to amend or terminate, or transfer drawing rights or cure one or more discrepancies under, any Credit on behalf of the Applicant, without notice to or assent by the Applicant. The Applicant further irrevocably constitutes and appoints the Bank and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Applicant and in the name of the Applicant or in its own name, for the purpose of carrying out the terms of this Agreement and the other Facility Documents, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and the other Facility Documents and to protect, preserve or realize upon the Collateral and the Bank’s security interest therein. All powers, authorizations and agencies contained in this Section 6.03 are coupled with an interest and are irrevocable until this Agreement is terminated; provided that Bank agrees that it will not exercise any rights under this Section 6.03 including under the power of attorney provided for herein unless an Event of Default shall have occurred and be continuing.
ARTICLE VII – PLEDGE AND ASSIGNMENT OF SECURITY
Section 7.01. Grant of Security. As security for the payment and performance of all Obligations, the Applicant hereby assigns and transfers to the Bank, and hereby grants to the Bank, a security interest in, all of the following property now owned or at any time hereafter acquired by the Applicant or in which the Applicant now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):
(a) all LC Collateral Accounts with any office of the Bank wherever located; (b) all Underlying Property which has been or at any time shall be (i) received or receivable by the Applicant, the Bank or any correspondent under or in connection with each Credit, or (ii) delivered to or otherwise come into the possession, custody or control of any office of the Bank or any correspondent (which shall be deemed a collateral agent or a bailee of the Bank for the purpose Rev. 08.31.2026 7
of perfecting a security interest in the Underlying Property) for any purpose, whether or not for the express purpose of being used by any such entity as collateral security or for safekeeping, custody, pledge, transmission or otherwise; (c) all present and future claims and rights of the Applicant against any beneficiary of any Credit arising in connection with such Credit or the transaction underlying such Credit; and (d) all products and proceeds of the foregoing.
Section 7.02. Holder in Trust, Etc. To the extent the Applicant shall hold any Collateral or any proceeds of Collateral, it shall hold such Collateral in trust for the Bank. The Bank shall be deemed to have possession, custody or control of all Collateral actually in transit to or set apart for it (or any of its agents, correspondents or others acting on its behalf), it being understood that the receipt at any time by the Applicant (or any of its agents, correspondents, or others acting on its behalf), of Collateral shall not be deemed a waiver of any of the Bank's rights or powers.
Section 7.03. Cash Collateral. If at any time there shall occur and be continuing (a) any Event of Default, (b) any material adverse change in the condition (financial or otherwise), business, operations or prospects of the Applicant or any Guarantor, (c) any action for a temporary restraining order, preliminary or permanent injunction, beneficiary wrongful dishonor action or the issuance or commencement of any similar order, action or event in connection with any Credit or any Drawing Document or this Agreement, which order, action or event may apply, directly or indirectly, to the Bank or which otherwise threatens to extend or increase the Bank’s contingent liability beyond the time, amount or other limit provided in such Credit or this Agreement; or (d) any other event or condition which provides a basis for the Bank in good faith to deem itself insecure, then the Applicant shall, upon Bank’s demand, as additional security for the Obligations, deposit in an account with the Bank, in the name and for the benefit of the Bank (a “LC Collateral Account”) an amount required by the Bank.
Section 7.04. Filing of Financing Statements, Etc. The Applicant hereby authorizes the Bank to file UCC financing statements, naming the Applicant as debtor and the Bank as secured party, with respect to any or all of the Collateral hereunder. The Bank is authorized to take any action necessary to protect its rights in the Collateral. The Applicant will, at its own expense upon request by the Bank from time to time, sign any other instrument or document (including any security agreement, or control agreement) and take any other action the Bank may reasonably deem necessary or desirable to preserve, perfect, protect or maintain the Collateral and the priority of the Bank’s security interest therein and to realize upon the Bank’s rights and remedies as a secured party. For the avoidance of doubt and not in limitation of the rights of the Bank under Sections 9-104(a)(1), 9-106(a) and 8-106(e) of the New York UCC, the Applicant and the Bank (acting as a bank with respect to all Deposit Accounts and as a securities intermediary with respect to all Securities Accounts) agree that the Bank may direct disposition of the funds in any LC Collateral Account and may issue and follow its own entitlement orders with respect to any Securities Account, in either case, without the consent of the Applicant.
Section 7.05. Assertion of Applicant’s Rights. To the extent the Bank honors a presentation for which the Bank remains unpaid, the Bank may assert rights of the Applicant and the Applicant shall cooperate with the Bank in its assertion of the Applicant’s rights against the beneficiary, the beneficiary’s rights against the Applicant and any other rights that the Bank may have by subordination, subrogation, reimbursement, indemnity or assignment.
ARTICLE VIII - OPERATIONAL PROVISIONS RELATED TO STANDBY LETTERS OF CREDIT Section 8.01. Installments. If the Credit is issued subject to UCP 600, unless otherwise agreed, in the event that any installment of the Credit is not drawn within the period allowed for that installment, the Credit may continue to be available for any subsequent installments in the sole discretion of the Bank, notwithstanding Article 32 of UCP.
Section 8.02. Auto Extend Notice. If the Credit provides for automatic extension without amendment, the Applicant agrees that it will notify the Bank in writing at least thirty (30) days prior to the last day specified in the Credit by which the Bank must give notice of non-extension if the Applicant wishes the Credit not to be extended. Any decision to extend or not extend the Credit shall be in the Bank’s sole discretion and judgment. The Applicant hereby acknowledges that in the event the Bank notifies the beneficiary of the Credit that it has elected not to extend the Credit and the beneficiary draws on the Credit after receiving the notice of non-extension, the Applicant acknowledges and agrees that the Applicant shall have no claim or cause of action against the Bank or defense against payment under the Agreement for the Bank’s discretionary decision to extend or not extend the Credit.
Section 8.03. Pending Expiry Notice. If a Credit’s terms and conditions provide that the Bank give the beneficiary a notice of pending expiration, Applicant agrees that it will notify the Bank in writing at least thirty (30) days prior to the last day specified in the Rev. 08.31.2026 8
Credit by which the Bank must give such notice of the pending expiration date. In the event the Applicant fails to so notify the Bank and the Credit is extended, the Applicant's Obligations under this Agreement shall continue in effect and be binding on the Applicant with regard to the Credit as so extended.
ARTICLE IX – MISCELLANEOUS
Section 9.01. Notices.
(a) Notices to the Bank provided for herein shall be sent to the address of the Bank as set forth in the applicable Credit and shall be delivered by hand, overnight courier or certified mail, return receipt requested. Notices to the Applicant provided for herein shall be sent to the address set forth in the Application unless advised otherwise in writing. (b) The Bank may transmit a Credit and any amendment thereto by S.W.I.F.T. message and thereby bind the Applicant directly and as indemnitor to the S.W.I.F.T. rules. (c) The Bank is authorized to accept and process any Application and any amendments, transfers, assignments of proceeds, Instructions, consents, waivers and all documents relating to a Credit or an Application which are sent by Electronic Transmission and such Electronic Transmission shall have the same legal effect as an original and shall be binding upon and enforceable against the Applicant. The Bank may, but shall not be obligated to, require authentication of such Electronic Transmission or receipt of original documents prior to acting on such Electronic Transmission. If it is a condition of a Credit that payment may be made upon receipt by the Bank of an Electronic Transmission advising negotiation, the Applicant hereby agrees to reimburse the Bank on demand for the amount indicated in such Electronic Transmission advice, and further agrees to hold the Bank harmless if the documents fail to arrive, or if, upon the arrival of the documents, the Bank should determine that the documents do not comply with the terms and conditions of such Credit.
(d) The Bank’s records of the content of any Instruction shall be conclusive absent manifest error.
Section 9.02. Amendment; Waiver. Neither the Bank nor the Applicant shall be deemed to have amended or modified any term hereof, or waived any of their rights unless the Bank and the Applicant consent in writing to such amendment, modification or waiver. No such waiver, unless expressly stated therein, shall be effective as to any transaction which occurs subsequent to such waiver, nor as to any continuance of a breach after such waiver. The Bank’s or the Applicant’s consent to any amendment, waiver, or modification does not mean that the Bank or the Applicant shall consent or has consented to any other or subsequent Instruction to amend, modify, or waive a term of this Agreement, any other Facility Document or any Credit.
Section 9.03. Indemnification. The Applicant shall indemnify and hold harmless the Bank, and its correspondents and each of its Related Parties (each, including the Bank, an “Indemnified Person”) from and against any and all Costs, arising out of, in connection with, or as a result of: (a) any Credit or any pre-advice of its issuance; (b) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Credit; (c) any action or proceeding arising out of or in connection with any Credit or this Agreement or any other Facility Document (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Credit, or for the wrongful dishonor of or honoring a presentation under any Credit; (d) any independent undertakings issued by the beneficiary of any Credit (in connection with such Credit); (e) any unauthorized Instruction or error in any Electronic Transmission; (f) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; (g) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of letter of credit proceeds or holder of an instrument or document; (h) the fraud, forgery or illegal action of parties other than the Indemnified Person; (i) the enforcement of this Agreement or any other Facility Document or any rights or remedies under or in connection with this Agreement, any other Facility Document or any Credit; (j) the Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; (k) Bank dishonoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make any payment to the Bank required under Section 2.01; and (l) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of such Indemnified Person; provided, however, that such indemnity shall not be available to any Person claiming indemnification under this Agreement or any other Facility Document to the extent that such Costs are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of such Indemnified Person. If and to the extent that the obligations of the Applicant under this Section are unenforceable for any reason, the Applicant shall make the maximum contribution to the Costs permissible under applicable law.
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Section 9.04. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the Bank and the Applicant and their respective successors and assigns permitted hereby, except that the Applicant may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Bank. Nothing in this Agreement, expressed or implied, shall be construed to confer any right or benefit upon any Person (other than the parties hereto, the Indemnified Persons and their respective successors and permitted assigns). The Bank may assign or sell participations in all or a portion of its rights and obligations under this Agreement (including all or a portion of its rights and obligations under any Credit) to another entity without the prior written consent of the Applicant.
Section 9.05. Termination; Survival.
(a) This Agreement is a continuing agreement and may not be terminated by the Applicant except upon (i) thirty (30) days’ prior written notice of such termination by the Applicant to the Bank at the address of the Bank set forth on the most recent Credit issued hereunder, (ii) payment of all Obligations and (iii) the expiration or cancellation of all Credits issued hereunder.
Notwithstanding the foregoing sentence, if a Credit is issued in favor of another entity, which entity is to issue a guarantee or undertaking on Applicant’s behalf in connection therewith, or is issued as support for such a guarantee, the Applicant shall remain liable with respect to such Credit until the Bank is fully released in writing by such entity. (b) The provisions of Articles II, III, VII and Sections 9.03, 9.05, 9.10 and 9.11 shall survive and remain in full force and effect regardless of the consummation of any transactions contemplated hereby, the reimbursement or repayment of any drawings or Obligations, the expiration or termination of the Credits or the termination of this Agreement or any provision hereof.
Section 9.06. Counterparts; Integration; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the Facility Documents constitute the entire contract and final agreement among the parties relating to the subject matter and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. Delivery of an executed counterpart of a signature page of this Agreement or any other Facility Document that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement or such other Facility Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement and/or any other Facility Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Bank to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Bank has agreed to accept any Electronic Signature, the Bank shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Applicant (or any Guarantor) without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (b) upon the request of the Bank, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Applicant hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or any other Facility Document shall have the same legal effect, validity and enforceability as any paper original, (ii) agrees that the Bank may, at its option, create one or more copies of this Agreement or any other Facility Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of the Bank’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), and (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Facility Document based solely on the lack of paper original copies of this Agreement or such other Facility Document, respectively, including with respect to any signature pages thereto.
Section 9.07. Severability. Any provisions of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
Section 9.08. Right of Setoff. The Applicant agrees that, if an Event of Default shall have occurred and be continuing, the Bank shall be entitled, at any time and from time to time, (a) to setoff and apply any and all deposits (general or special, time or demand, Rev. 08.31.2026 10
provisional or final, matured or unmatured) at any time held, and other obligations at any time owing, by the Bank to or for the credit or the account of the Applicant, against any and all of the Obligations, and (b) to advance funds to the Applicant under any line of credit (committed or uncommitted) made available to the Applicant by the Bank and to apply such funds against any and all of the Obligations, irrespective of, in the case of both (a) and (b), whether or not the Bank shall have made any demand under this Agreement or any other Facility Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of the Bank different from the branch or office that is holding such deposit, obligated on such indebtedness or extending such credit line, as applicable. The rights of the Bank under this Section are in addition to other rights and remedies (including other rights of setoff) that the Bank may have. The Bank agrees to notify the Applicant promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.
Section 9.09. Foreign Currency Indemnity. The Applicant's obligation to make payments in any currency (the “Contract Currency”) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment or otherwise, that is expressed in or converted into any currency other than the Contract Currency, except to the extent that such tender or recovery results in the actual receipt by the Bank at its designated office of the full amount of the Contract Currency specified to be payable hereunder. The Applicant's obligation to make payments in the Contract Currency shall be enforceable as an alternative or additional cause of action to the extent that such actual receipt is less than the full amount of the Contract Currency specified to be payable hereunder, and shall not be affected by judgment being obtained for other sums due hereunder. The Applicant shall indemnify the Bank for any shortfall in such actual receipt.
Section 9.10. Governing Law; Jurisdiction; Consent to Service of Process; Etc. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflict of laws. The UCP and the ISP are incorporated by reference into this Agreement provided, however, that to the extent permitted by applicable law, this Agreement shall prevail in case of a conflict between this Agreement, the New York UCC, the UCP, ISP and/or Standard Letter of Credit Practice and the UCP shall prevail in case of conflict between the UCP and the New York UCC or other Standard Letter of Credit Practice, if the Credit is governed by the UCP and the ISP shall prevail in case of a conflict between the ISP and the New York UCC and other Standard Letter of Credit Practice if the Credit is a standby Credit governed by the ISP.
(b) The Applicant consents to the nonexclusive jurisdiction and venue of the federal courts located in the Borough of Manhattan, City of New York (or New York state courts sitting in the Borough of Manhattan in the event that the federal court lacks subject matter jurisdiction) and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement, any other Facility Document, any Instruction or any Credit; provided that, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(c) Service of process in any legal action or proceeding arising out of or in connection with this Agreement, any other Facility Document, any Instruction or any Credit may be made upon the Applicant by mailing a copy of the summons to the Applicant either at the address set forth in the applicable Application or at the Applicant’s last address appearing in the Bank’s records.
In addition, if the Applicant is organized in a jurisdiction outside the United States of America, service of process by the Bank in connection with any dispute shall be binding on the Applicant if sent to the Process Agent (as defined below) by registered mail at the address specified below. The Applicant hereby irrevocably appoints C T Corporation System (the “Process Agent”), presently located at 28 Liberty Street, New York, New York 10005, as its agent to receive, on its behalf and on behalf of its property, service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Applicant in care of the Process Agent at its address, and service so made shall be deemed effective service of process of the Applicant. The Process Agent’s duties are limited solely to the receipt and forwarding of service of process and related notices. Nothing herein shall affect the right of the Bank to serve legal process in any other manner permitted by law or affect the right of the Bank to bring any action or proceeding against the Applicant or its property in the courts of any other jurisdiction.
(d) No legal action or proceeding arising out of or in connection with this Agreement, any Facility Document, any Instruction or any Credit may be brought by the Applicant against the Bank (i) except in a state or federal court located in the Borough of Manhattan, City of New York, State of New York and (ii) unless commenced within one (1) year after (x) the expiration date of the applicable Credit or (y) the alleged breach shall have purportedly occurred, whichever is earlier.
Section 9.11. WAIVER OF JURY TRIAL. THE APPLICANT HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO JURY TRIAL IN ANY LEGAL PROCEEDING DIRECTLY OR Rev. 08.31.2026 11
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER FACILITY DOCUMENT, ANY
INSTRUCTION, ANY CREDIT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
Section 9.12. Disclosure. The Bank may disseminate information relating to the Applicant, this Agreement and any Credit (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors, and third parties (including any correspondent bank) selected by any of the foregoing, wherever situated, for confidential use in connection with Bank’s performance, administration or enforcement of this Agreement or any other Facility Document (including in connection with the provision of any service and for data processing, statistical and risk analysis purposes); (b) to the extent requested by any Governmental Authority; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or under any other Facility Document or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder or under any other Facility Document, (e) subject to an agreement containing customary confidentiality provisions, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or any Credit; (f) with the consent of the Applicant or (g) to the extent such information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Bank on a non-confidential basis from a source other than the Applicant.
Section 9.13. Waiver of Immunity. The Applicant acknowledges that this Agreement and each Credit is entered into (or will be entered into) for commercial purposes. To the extent that the Applicant may now or hereafter be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to this Agreement, any other Facility Document or any Credit, to claim for itself or its revenues or properties any immunity from the jurisdiction of any court or from legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the extent that in any such jurisdiction there may be attributed to the Applicant any such immunity (whether or not claimed), the Applicant hereby irrevocably agrees not to claim, and hereby waives, such immunity in respect of its obligations under this Agreement, any other Facility Document or any Credit.
Section 9.14. Interest Rate Limitation. In no case shall the interest which may be charged by the Bank hereunder exceed the maximum amount which the Bank may charge or collect under the law applicable to it.
Section 9.15. Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
IN WITNESS WHEREOF, the Applicant has caused this Agreement to be duly executed and delivered by its authorized officer as of the day and year written below. By signing below, the Applicant confirms that it has reviewed and is responsible for the accuracy and completeness of all information in this Application. The Bank is not responsible for any errors or omissions, even if the Application was prepared by the Bank.
APPLICANT
By: ________________________________
Name:
Title:
Date:
Without limiting the terms above, the Applicant hereby authorizes the Bank to debit Applicant’s account no. unless the Applicant shall have agreed in writing to other payment arrangements with the Bank for the amount of each drawing and/or the Bank’s commissions and charges.
Rev. 08.31.2026 12
ANNEX A - DEFINITIONS
The following terms shall have the following meanings:
“Affiliate” means, with respect to a specific Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under the common Control with the Person specified. “Agreement” means this Continuing Agreement for Standby Letters of Credit, including the Annex hereto, as it may be amended, supplemented, or otherwise modified from time to time.
“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Applicant or any of its subsidiaries or Affiliates from time to time concerning or relating to bribery or corruption. “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, New York are authorized or required by law to remain closed. “Change of Control” means the acquisition of direct or indirect Control of the Applicant or any Guarantor by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof). “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“Costs” means any and all claims, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and legal fees, charges and disbursements of any counsel for any Indemnified Person. “Default Rate” means a rate per annum equal to 2% above the Prime Rate. “Deposit Account” has the meaning set forth in the New York UCC. “Drawing Document” means any draft, demand or claim for payment under any Credit or other document presented for purposes of drawing under a Credit.
“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record. “Electronic Transmission” means any electronic transmission using SWIFT, electronic mail, facsimile, any other computer generated telecommunications, or any electronic platform as agreed by the Bank from time to time. “Excluded Taxes” means any (i) Taxes imposed on or measured by net income (however denominated), franchise taxes or branch profit taxes, in each case imposed by the jurisdiction in which the Bank is organized or in which its applicable office issuing any Credit hereunder is located, and (ii) U.S. Federal withholding taxes imposed under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended, (the “Code”) as of the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.
“Facility Document” means this Agreement and any other agreement entered into in connection herewith by the Applicant or any Guarantor with or in favor of the Bank, including any Application but excluding any Credit. “Good Faith” means honesty in fact in the conduct or transaction concerned. “Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
Rev. 08.31.2026 13
“Guarantor” means any Person that has guaranteed or provided credit support for all or part of the Obligations. “Indemnified Taxes” means Taxes other than Excluded Taxes. “Instruction” means each Application, any inquiries, communications and instructions (in any form, whether oral, telephonic, written, electronic mail or transmission or facsimile) regarding a Credit. “ISP” means, with respect to any Credit, International Standby Practices 1998 (International Chamber of Commerce Publication No. 590) and any subsequent revision thereof adhered to by the Bank on the date such Credit is issued. “New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York. “Obligations” means all obligations and liabilities of the Applicant to the Bank under any Facility Document or otherwise with respect to any and all Credits issued hereunder (if any), whether matured or unmatured, absolute or contingent, now existing or hereafter incurred. Without limiting the foregoing, the Obligations include (a) the obligation to pay interest, commissions, charges, expenses, fees, indemnities and other amounts payable by the Applicant under any Facility Document and (b) the obligation of the Applicant to reimburse any amount in respect of any of the foregoing that the Bank may elect to pay or advance on behalf of the Applicant. “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.
“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Bank) or any similar release by the Federal Reserve Board (as determined by the Bank).
Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.
“Regulatory Change” means any change after the date hereof in United States federal, state or foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System) or the adoption or making after such date of any interpretations, directives or requests applying to a class of banks including the Bank of or under any United States federal or state, or any foreign, laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted, issued, or implemented.
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates. “Released Merchandise” means, with respect to a Credit, all Underlying Property released (including pursuant to a forwarders cargo receipt or by any other means whatsoever) or consigned to the Applicant or any Person designated by the Applicant in connection with such Credit.
“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions. “Sanctioned Person” means, at any time, any individuals or entities (a) listed in any Sanctions-related list of designated individuals or entities maintained by any Sanctions Authority, (b) operating, organized or resident in a Sanctioned Country, (c) owned or controlled by one or more of any such individuals or entities described in the foregoing clauses (a) or (b), or (d) otherwise the subject of any Sanctions.
“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, His Rev. 08.31.2026 14
Majesty’s Treasury of the United Kingdom or other relevant sanctions authority (collectively, the “Sanctions Authorities”, each a “Sanctions Authority”).
“Securities Account” has the meaning set forth in the New York UCC. “Standard Letter of Credit Practice” means, for the Bank, any domestic or foreign law or letter of credit practices applicable in the city in which the Bank issued the applicable Credit or for its branch or correspondent, such laws and practices applicable in the city in which it has advised, confirmed or negotiated such Credit, as the case may be. Such practices shall be (i) of banks that regularly issue Credits in the particular city and (ii) required or permitted under the UCP or the ISP, as chosen in the applicable Credit. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees, value added tax or any other goods and services, use or sales tax or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. “UCP” means, with respect to any Credit, Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600 and any subsequent revision thereof adhered to by the Bank on the date such Credit is issued.
“UN Convention” means the United Nations Convention on Independent Guarantees and Standby Letters of Credit. “Underlying Property” means all property of any kind whatsoever (now existing or hereafter acquired) referred to, or relating to, an applicable Credit including, without limitation, any and all right, title and interest of the Applicant in any goods, equipment, inventory, money, documents, letters of credit, warehouse receipts, instruments, securities, security entitlements, financial assets, investment property, precious and base metals, chattel paper, electronic chattel paper, accounts, commercial tort claims, deposit accounts, general intangibles (including any claims for breach of contract, breach of warranty claims and any insurance policies and proceeds), letter of credit rights, choses in action and the proceeds of any and all thereof (including any and all of the aforesaid referred to in any Credit or the Drawing Documents relating thereto).
Orange County Power Authority | Staff Report | Page 1 of 5
ORANGE COUNTY POWER AUTHORITY
Staff Report – Item 9.6
To: Orange County Power Authority Board of Directors
From: Tiffany Law, Chief Financial Officer
Hongyan Sheng, Finance & Risk Manager
Carlo Bencomo-Jasso, Rates & Revenue Manager
Approved by: Joe Mosca, Chief Executive Officer
Subject: APPROVAL OF OCPA’S CLEAN ENERGY ACCESS (CEA) TARIFF
AND RATES
Date: September 14, 2026
STRATEGIC GOALS
☐ Enrich & Grow the OCPA Community
☒ Prioritize Fiscal Sustainability & Affordability
☒ Design & Deploy Community-Aligned Customer Programs
☒ Energize Our Community with Renewable Energy Sources
☐ Raise Awareness of Community Energy & Advocate for Our Customers ☐ Not Applicable
RECOMMENDED ACTION(S)
1. Approve OCPA’s Clean Energy Access (CEA) Tariff and Rates, substantially in the forms attached, effective September 15, 2026.
2. Authorize the Chief Executive Officer, or designee, to make administrative updates to the CEA Rates resulting from changes to Southern California Edison (SCE) rates or charges, as necessary to maintain the required 20% discount on participating customers’ total electric bills, without further Board approval. This delegated authority does not extend to establishing or changing OCPA generation rates, which will remain subject to Board approval.
Orange County Power Authority | Staff Report | Page 2 of 5
BACKGROUND
In June 2018, the California Public Utilities Commission (CPUC) issued Decision 18-06- 027, establishing three programs to promote the development of renewable energy generation and expand access to clean energy for residential customers in disadvantaged communities (DACs). One of these programs is the Disadvantaged Communities Green Tariff (DAC-GT) program, which provides eligible residential customers in DACs with 100% renewable energy and a 20% discount on their total electric bill. OCPA will offer its DAC-GT program to customers under the name Clean Energy Access (CEA).
The DAC-GT program is available to eligible residential customers who reside in DACs and meet applicable income eligibility requirements under the California Alternate Rates for Energy (CARE) or Family Electric Rate Assistance (FERA) programs1.
Pursuant to CPUC Resolution E-4999, OCPA requested a transfer of DAC-GT program capacity from SCE so that eligible customers within OCPA’s service territory could receive program benefits directly through OCPA. Using the CPUC-approved allocation methodology, SCE and OCPA calculated OCPA’s program capacity allocation at 0.53 megawatts (MW) based on OCPA’s share of eligible residential DAC customers as of March 2025. On August 14, 2025, OCPA submitted Advice Letter 13-E/E-A to the CPUC requesting approval to administer the transferred DAC-GT capacity.
On February 5, 2026, the CPUC Energy Division issued Resolution E-5435 approving OCPA’s DAC-GT program, including $395,051 in approved program funding covering calendar years 2026 and 2027 and its proposed automatic enrollment approach.
Beginning July 1, 2026, eligible program expenditures are funded through the Public Purpose Program in accordance with CPUC requirements. Resolution E-5435 also approved OCPA’s automatic enrollment approach, which prioritizes eligible customers at high risk of disconnection, and the use of DAC-GT Marketing, Education and Outreach funding to educate eligible customers, notify customers of their enrollment, and support enrollment of additional eligible customers as program capacity becomes available.
To implement CEA, staff recommends Board approval of the attached CEA Tariff and Rates, effective September 15, 2026. The proposed CEA Tariff establishes customer eligibility, enrollment, bill discount methodology, qualified resource requirements, and other terms and conditions for participation. The proposed CEA Rates establish the generation rates necessary to provide participating customers with the required 20% total bill discount.
1 See CARE/FERA Program ( https://www.cpuc.ca.gov/industries-and-topics/electrical-energy/electric-costs/care-fera-program).
Orange County Power Authority | Staff Report | Page 3 of 5
DISCUSSION / ANALYSIS
CEA Overview
The CEA Tariff details program eligibility criteria, the methodology for applying the 20% discount to participating customers’ bills, and the terms and conditions for customer participation. Eligible customers must be residential OCPA customers who meet applicable CARE or FERA requirements and reside in a DAC consistent with applicable CPUC program requirements. Participating customers will receive 100% renewable electricity generation and a 20% discount on their total electric bill. Enrollment is limited by OCPA’s CPUC-approved program capacity of 0.53 MW.
Customer Enrollment
OCPA will use an automatic enrollment process to facilitate participation by eligible customers and direct available program capacity to customers most in need of assistance. Eligible customers will be automatically enrolled based on OCPA’s approved prioritization criteria, with priority given to customers at high risk of disconnection, including customers identified through available SCE customer eligibility and payment-assistance information. Enrollment will continue until customer enrollments reach OCPA’s 0.53 MW program cap.
Staff anticipates initially enrolling approximately 250 eligible customers based on available program capacity and estimated customer enrollment requirements. Actual enrollment may vary based on participating customers’ usage. Following enrollment, OCPA will notify participating customers through direct outreach regarding their enrollment and program benefits. If capacity subsequently becomes available because of customer attrition or changes in customer usage, additional eligible customers will be enrolled in accordance with OCPA’s approved prioritization methodology.
CEA Rates and Customer Bill Discount
The 20% CEA discount applies to the customer’s total electric bill under their otherwise applicable tariff (OAT), including OCPA generation charges at the Basic Choice rate tier, SCE delivery charges, and applicable CCA cost responsibility surcharges. The discount will be calculated based on the customer’s total bill under the OAT but reflected through the OCPA generation portion of the bill. The customer’s OCPA rate schedule will identify the customer as participating in CEA, and participating customers will be notified accordingly.
Customers participating in CEA will retain their CARE or FERA discount. The additional 20% CEA discount will be applied to the customer’s otherwise applicable CARE or FERA rate. Based on current discount levels, participating customers may receive an aggregate bill reduction of approximately 45% for CARE customers and 35% for FERA Orange County Power Authority | Staff Report | Page 4 of 5 customers, although actual bill impacts may vary based on applicable rates and charges.
Future Rate Adjustments
Because the 20% CEA discount applies to the customer’s total electric bill, CEA Rates will need to be adjusted when SCE changes applicable delivery, Power Charge Indifference Adjustment (PCIA), or other rates or charges, as well as when OCPA changes its generation rates.
SCE may adjust its applicable rates or charges multiple times during the year without a corresponding change to OCPA generation rates. To maintain a consistent 20% total bill discount for CEA customers, staff recommends authorizing the Chief Executive Officer, or designee, to make administrative updates to the CEA Rates resulting from SCE rate or charge changes without returning to the Board for each adjustment. These administrative updates would be limited solely to maintaining the Board-approved 20% total bill discount.
OCPA generation rates will continue to be established and changed through the Board’s normal rate-setting process. Following any Board-approved change to OCPA generation rates, the corresponding CEA Rates may be adjusted administratively, without returning to the Board for separate approval of the CEA Rate adjustment, as necessary to implement the Board-approved generation rates and maintain the required 20% total bill discount.
Local Renewable Project Development
Following CPUC approval of OCPA’s program, staff initiated a competitive solicitation to procure a long-term qualified renewable energy resource to serve CEA customers.
On June 5, 2026, OCPA received CPUC approval of its DAC-GT solicitation materials.
Consistent with applicable CPUC requirements, OCPA launched the DAC-GT Request for Offers (RFO) on August 5, 2026, within the required 60-day period following CPUC approval of the solicitation materials. OCPA subsequently conducted a public bidder webinar on August 21, 2026, to address questions from interested bidders and support a competitive solicitation process. A recording of the webinar was made publicly available2.
The solicitation is intended to secure a qualified long-term solar photovoltaic resource, which may include paired energy storage where permitted under the approved solicitation requirements, to support the provision of 100% renewable energy to 2 OCPA DAC-GT Proposer Webinar: https://www.ocpower.org/wp-content/uploads/8.2026-DAC-GT-Proposer-Webinar.mp4 Orange County Power Authority | Staff Report | Page 5 of 5 participating CEA customers over the program’s 20-year term. Once a new qualified facility is selected, developed, and placed into commercial operation, the renewable energy associated with that facility will be used to serve CEA customer participation consistent with applicable CPUC program requirements.
Interim Program Implementation
To make the 20% bill discount available to eligible customers while OCPA completes its competitive solicitation and the long-term qualified renewable facility is developed, OCPA will initially serve CEA customers using existing qualified renewable resources, as permitted under the CPUC-approved program.
Staff has worked with Calpine Community Energy, OCPA’s data management and billing services provider, to complete the system configuration necessary to automatically enroll eligible customers, apply the required 20% bill discount, and implement the CEA Rates on customer bills. CEA customer enrollment and service are scheduled to commence on September 15, 2026.
Staff will continue to monitor customer eligibility, usage, enrollment, available program capacity, billing implementation, and customer communications to ensure compliance with applicable program requirements. Staff has also coordinated with other CCAs administering DAC-GT programs to incorporate relevant implementation experience and best practices.
FISCAL IMPACT
The CPUC approved $395,051 in program funding covering calendar years 2026 and 2027. OCPA’s FY2026-27 budget includes $291,384 in Public Purpose Program grant revenue based on estimated eligible program activity during OCPA’s fiscal year from July 2026 through June 2027. The amounts differ because they cover different time periods.
Eligible program expenditures include customer bill discounts, program administration, and marketing, education and outreach activities. Because eligible program costs are funded through the Public Purpose Program, implementation of CEA is not expected to result in a material net impact to OCPA’s operating budget, subject to continued program funding and applicable CPUC requirements.
ATTACHMENT(S)
1. OCPA Clean Energy Access Tariff
2. OCPA Clean Energy Access Rates
OCPA Clean Energy Access Tariff Approved September 14, 2026 – Effective September 15, 2026 1 of 4 Clean Energy Access Tariff
The Orange County Power Authority ("OCPA") Clean Energy Access Tariff (referred to as “Clean Energy Access" or “CEA”) supports low-income residential customers living in disadvantaged communities who cannot afford, or are unable, to install their own distributed renewable energy generation system. OCPA CEA program participants receive 100% renewable energy from qualified renewable generating facilities in disadvantaged communities ("qualified facilities," as defined below) procured by OCPA to serve enrolled customers.
A. APPLICABILITY
To be eligible for the CEA program, an OCPA customer must be a residential, non-Net Energy Metering (“NEM”) customer on a California Alternate Rates for Energy (“CARE”) or Family Electric Rate Assistance (“FERA”) rate residing within a disadvantaged community (“DAC”) as defined and detailed in the Terms and Conditions below.
OCPA will use an auto-enrollment procedure for the CEA program that prioritizes eligible customers at high risk of disconnection, including customers who have received past-due or discontinuation notices. Eligible customers will be automatically enrolled based on OCPA’s prioritized eligibility list until total customer enrollment for the CEA program reaches 0.53 megawatts (“MW”) (OCPA’s “Clean Energy Access Program Cap”). Customers will receive a notification after they have been enrolled in the program. If additional capacity becomes available, new enrollments will continue to follow OCPA’s prioritized eligibility list.
This program is not available to customers on certain rate schedules or products as detailed in the Terms and Conditions below.
OCPA will procure energy to serve customers enrolled in this program via Power Purchase Agreements with qualified facilities as detailed in the Terms and Conditions below.
The CEA program will commence service effective September 15, 2026.
B. RATES AND CREDITS
Customers enrolled in the CEA program will receive 100% renewable electricity generation priced the same as OCPA’s Basic Choice rate tier prior to application of a 20% discount as described below. Customers will remain on their current applicable Southern California Edison (“SCE”) rate schedule(s) for transmission and delivery charges. All charges, credits and provisions of a customer’s otherwise applicable tariffs, rates, or policies (“OAT”) apply.
The total amount billed to the customer will be adjusted by applying a credit and/or discounted generation rate to the customer’s monthly usage that provides the equivalent of a 20% discount on their total bill under the OAT (including OCPA generation charges at the Basic Choice rate tier, SCE delivery charges, and applicable CCA cost responsibility surcharges) prior to the application of any fixed charges, credits, state and local taxes, or fees. The discount will be calculated based on the customer’s total applicable bill but reflected through the OCPA generation portion of the bill. OCPA will adjust the CEA program rates to maintain the 20% bill discount whenever the otherwise OCPA Clean Energy Access Tariff Approved September 14, 2026 – Effective September 15, 2026 2 of 4 applicable OCPA or SCE rates change. Notice of any change to the CEA program rates arising from a change to SCE rates or other charges will be posted to OCPA’s website at www.ocpower.org. If SCE changes its applicable rates or charges, the CEA program rates may be changed (to preserve the required 20% discount on participating customers’total electric bills) without returning to OCPA’s Board of Directors for approval of the CEA program rate changes. Following any approved change to OCPA generation rates by OCPA’s Board of Directors, the corresponding CEA program rates will be adjusted as necessary, without returning to OCPA’s Board of Directors for approval of the CEA program rate changes, to implement the approved OCPA generation rates and maintain the required 20% total bill discount.
Existing CARE or FERA customers enrolled in the CEA program will retain their CARE or FERA discount and the 20% CEA program discount will be applied to the customer’s CARE or FERA rate.
C. TERMS AND CONDITIONS
1. Customer eligibility. To enroll in OCPA’s CEA program, customers must meet the following eligibility criteria (Note: Eligibility for the CEA program does not guarantee enrollment):
a. OCPA enrollment: Participants must be residential, non- NEM OCPA customers. SCE bundled customers and customers served by Direct Access providers are not eligible to participate. Customers enrolled in the CEA program are not eligible for any of OCPA’s other rate discount programs. b. CARE/FERA eligibility: Customers must be enrolled in the CARE program or FERA program. If a customer is not already enrolled in CARE or FERA, they must enroll in CARE or FERA first before becoming eligible for the CEA program.
c. Disadvantaged community: The customer’s service address must be located in a DAC, which is a census tract that is either (1) identified by CalEnviroScreen 4.0, or CalEnviroScreen 5.0, or a subsequent version of CalEnviroScreen as scoring among the top 25% of census tracts statewide, (2) a census tract scoring in the highest 5% of the Pollution Burden score in CalEnviroScreen 4.0, or CalEnviroScreen 5.0, or a subsequent version of CalEnviroScreen that does not have an overall CalEnviroScreen score because of unreliable socioeconomic or health data, or (3) is located in California Indian Country as defined in 18 United States Code Section 1151, with the exception of privately held in-holdings, which are defined as non-Indian owned fee land located within the exterior boundaries of California Indian Country; in the event of multiple owners, such land shall be considered Indian owned if at least one owner is a tribe or tribal member, regardless of the use of the land.
In the event the census tract in which a customer resides is not scored in a subsequent version of the CalEnviroScreen tool as a top 25% DAC or as one of the census tracts in the top 5% of pollution burden, the customer may retain their eligibility for the CEA program, so long as such customer continues to meet all other eligibility criteria.
OCPA Clean Energy Access Tariff Approved September 14, 2026 – Effective September 15, 2026 3 of 4
2. Ineligible rates. Customers served under the following rate schedules cannot concurrently participate in the CEA program:
a. NEM
b. A master meter rate schedule (Schedules DM, DMS-1, DMS-2, DMS-3) c. TOU-EV-1
d. TOU-D-T
e. DE (utility employee) rate schedule
f. Non-residential rate schedules
3. Customer enrollment and term. After the program start date, service under the CEA program rates will become effective for selected customers within two billing periods after OCPA completes the auto-enrollment procedure for eligible CARE/FERA customers.
There is no minimum length of time that a customer must take service under this program. There is also no termination fee associated with de-enrolling from the CEA program. If a customer elects to no longer receive service under this program, the change will take effect no later than two billing periods after OCPA receives the customer’s request to de-enroll from the CEA program. Customers can remain on the CEA program rates for a period of up to 20 years from the date the customer first begins service under the program, subject to continued program funding, applicable law, and CPUC requirements, as long as the customer continues to meet the program qualifications.
If a CEA program customer turns off their service at their current address and moves to a new location, the customer will need to recertify their eligibility for the CEA program at the new location by calling or emailing OCPA at (866) 262-7693 or [email protected].
Customers enrolled in CARE or FERA must recertify their CARE or FERA eligibility with SCE as required by SCE tariffs. Customers who, after being enrolled in the CEA program, become ineligible for the program, will be de-enrolled from the CEA program and returned to their previous OCPA rate option. CEA program customers who request to opt up from Basic Choice to a different OCPA product will be de-enrolled from the CEA program.
4. Qualified facilities. In order to serve the customers enrolled in the CEA program, OCPA will procure energy resources, up to the Clean Energy Access Program Cap, from qualified facilities which are defined as new Renewable Portfolio Standard (“RPS”) eligible solar photovoltaic (“PV”) generating facilities and RPS-eligible solar PV generating facilities paired with storage, with a nameplate rated generating capacity between 500 kilowatts (“kW”) and 1 MW that are:
a. Located within a DAC in OCPA or SCE territory; and
b. Contracted with OCPA via a Power Purchase Agreement to supply energy to OCPA for the purpose of meeting customer enrollment under the CEA program;
Before new qualified facilities come online, OCPA will serve CEA program customers on an interim basis using existing resources that otherwise meet all CEA program OCPA Clean Energy Access Tariff Approved September 14, 2026 – Effective September 15, 2026 4 of 4 requirements. Once new qualified facilities come online, CEA program customers will be served by these projects.
5. OCPA’s Clean Energy Access Program Cap. Enrollment for the CEA program will be capped once customer enrollments reach a capacity of 0.53 MW for the program.
6. Metering. All customers must be metered according to the requirements of their OAT.
7. Reservation of Rights. OCPA reserves the right to modify, suspend, or terminate one or more components of, or all of, the CEA program at a duly noticed public meeting of OCPA’s Board of Directors. By enrolling or remaining enrolled in the CEA program, customers acknowledge and accept OCPA’s reservation of rights.
8. LIMITATION OF LIABILITY. FOR ANY ACT OR OMISSION IN THE PERFORMANCE OF
THIS TARIFF, THE SOLE AND EXCLUSIVE REMEDY SHALL BE THE AMOUNT OF DIRECT DAMAGE ACTUALLY INCURRED. IN NO EVENT SHALL ANY PARTY SUBJECT TO THIS
TARIFF BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR
EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION DAMAGES, OR ATTORNEY’S FEES WHETHER IN CONTRACT, TORT, OR STRICT LIABILITY.
Effective: September 15, 2026
OCPA Rate Schedule Period Basic Choice Time Period Definitions
DOMESTIC
GENERATION CHARGE ($/KWH) YEAR-ROUND $ 0.13983 All electric usage CLEAN ENERGY ACCESS CREDIT ($/KWH) - TIER 1 (WITHIN BASELINE) YEAR-ROUND $ (0.07098) All electric usage CLEAN ENERGY ACCESS CREDIT ($/KWH) - TIER 2 (OVER BASELINE) YEAR-ROUND $ (0.09117) All electric usage
DOMESTIC - CARE
GENERATION CHARGE ($/KWH) YEAR-ROUND $ 0.13983 All electric usage CLEAN ENERGY ACCESS CREDIT ($/KWH) - TIER 1 (WITHIN BASELINE) YEAR-ROUND $ (0.04937) All electric usage CLEAN ENERGY ACCESS CREDIT ($/KWH) - TIER 2 (OVER BASELINE) YEAR-ROUND $ (0.06300) All electric usage
DOMESTIC - FERA
GENERATION CHARGE ($/KWH) YEAR-ROUND $ 0.13983 All electric usage CLEAN ENERGY ACCESS CREDIT ($/KWH) - TIER 1 (WITHIN BASELINE) YEAR-ROUND $ (0.05886) All electric usage CLEAN ENERGY ACCESS CREDIT ($/KWH) - TIER 2 (OVER BASELINE) YEAR-ROUND $ (0.07542) All electric usage TOU-D-4 Summer - June through September; Winter - October through May GENERATION CHARGE ($/KWH) SUMMER ON-PEAK $ 0.27772 4pm - 9pm, Monday - Friday SUMMER MID-PEAK $ 0.15845 4pm - 9pm, Saturday, Sunday, & holidays SUMMER OFF-PEAK $ 0.09541 All other hours
WINTER MID-PEAK $ 0.20482 4pm - 9pm, every day
WINTER OFF-PEAK $ 0.12398 9pm - 8am, every day
WINTER SUPER OFF-PEAK $ 0.10466 8am - 4pm, every day
CLEAN ENERGY ACCESS CREDIT ($/KWH) SUMMER ON-PEAK $ (0.10776) 4pm - 9pm, Monday - Friday SUMMER MID-PEAK $ (0.08391) 4pm - 9pm, Saturday, Sunday, & holidays SUMMER OFF-PEAK $ (0.05953) All other hours
WINTER MID-PEAK $ (0.09318) 4pm - 9pm, every day
WINTER OFF-PEAK $ (0.06524) 9pm - 8am, every day
WINTER SUPER OFF-PEAK $ (0.05714) 8am - 4pm, every day
TOU-D-4 - CARE Summer - June through September; Winter - October through May GENERATION CHARGE ($/KWH) SUMMER ON-PEAK $ 0.27772 4pm - 9pm, Monday - Friday SUMMER MID-PEAK $ 0.15845 4pm - 9pm, Saturday, Sunday, & holidays SUMMER OFF-PEAK $ 0.09541 All other hours
WINTER MID-PEAK $ 0.20482 4pm - 9pm, every day
WINTER OFF-PEAK $ 0.12398 9pm - 8am, every day
WINTER SUPER OFF-PEAK $ 0.10466 8am - 4pm, every day
CLEAN ENERGY ACCESS CREDIT ($/KWH) SUMMER ON-PEAK $ (0.07435) 4pm - 9pm, Monday - Friday SUMMER MID-PEAK $ (0.05829) 4pm - 9pm, Saturday, Sunday, & holidays SUMMER OFF-PEAK $ (0.04159) All other hours
WINTER MID-PEAK $ (0.06455) 4pm - 9pm, every day
WINTER OFF-PEAK $ (0.04545) 9pm - 8am, every day
WINTER SUPER OFF-PEAK $ (0.03989) 8am - 4pm, every day
TOU-D-4 - FERA Summer - June through September; Winter - October through May GENERATION CHARGE ($/KWH) SUMMER ON-PEAK $ 0.27772 4pm - 9pm, Monday - Friday SUMMER MID-PEAK $ 0.15845 4pm - 9pm, Saturday, Sunday, & holidays SUMMER OFF-PEAK $ 0.09541 All other hours
WINTER MID-PEAK $ 0.20482 4pm - 9pm, every day
WINTER OFF-PEAK $ 0.12398 9pm - 8am, every day
WINTER SUPER OFF-PEAK $ 0.10466 8am - 4pm, every day
CLEAN ENERGY ACCESS CREDIT ($/KWH) SUMMER ON-PEAK $ (0.08911) 4pm - 9pm, Monday - Friday SUMMER MID-PEAK $ (0.06957) 4pm - 9pm, Saturday, Sunday, & holidays SUMMER OFF-PEAK $ (0.04945) All other hours
WINTER MID-PEAK $ (0.07718) 4pm - 9pm, every day
WINTER OFF-PEAK $ (0.05413) 9pm - 8am, every day
WINTER SUPER OFF-PEAK $ (0.04744) 8am - 4pm, every day
TOU-D-5 Summer - June through September; Winter - October through May GENERATION CHARGE ($/KWH) SUMMER ON-PEAK $ 0.42963 5pm - 8pm, Monday - Friday SUMMER MID-PEAK $ 0.23069 5pm - 8pm, Saturday, Sunday, & holidays SUMMER OFF-PEAK $ 0.08550 All other hours
WINTER MID-PEAK $ 0.29519 5pm - 8pm, every day
WINTER OFF-PEAK $ 0.12225 8pm - 8am, every day
WINTER SUPER OFF-PEAK $ 0.09415 8am - 5pm, every day
CLEAN ENERGY ACCESS CREDIT ($/KWH) SUMMER ON-PEAK $ (0.13828) 5pm - 8pm, Monday - Friday SUMMER MID-PEAK $ (0.09849) 5pm - 8pm, Saturday, Sunday, & holidays SUMMER OFF-PEAK $ (0.05947) All other hours
WINTER MID-PEAK $ (0.11139) 5pm - 8pm, every day
WINTER OFF-PEAK $ (0.06682) 8pm - 8am, every day
WINTER SUPER OFF-PEAK $ (0.05579) 8am - 5pm, every day
TOU-D-5 - CARE Summer - June through September; Winter - October through May GENERATION CHARGE ($/KWH) SUMMER ON-PEAK $ 0.42963 5pm - 8pm, Monday - Friday OCPA Clean Energy Access
Effective: September 15, 2026
SUMMER MID-PEAK $ 0.23069 5pm - 8pm, Saturday, Sunday, & holidays SUMMER OFF-PEAK $ 0.08550 All other hours
WINTER MID-PEAK $ 0.29519 5pm - 8pm, every day
WINTER OFF-PEAK $ 0.12225 8pm - 8am, every day
WINTER SUPER OFF-PEAK $ 0.09415 8am - 5pm, every day
CLEAN ENERGY ACCESS CREDIT ($/KWH) SUMMER ON-PEAK $ (0.09453) 5pm - 8pm, Monday - Friday SUMMER MID-PEAK $ (0.06775) 5pm - 8pm, Saturday, Sunday, & holidays SUMMER OFF-PEAK $ (0.04162) All other hours
WINTER MID-PEAK $ (0.07646) 5pm - 8pm, every day
WINTER OFF-PEAK $ (0.04658) 8pm - 8am, every day
WINTER SUPER OFF-PEAK $ (0.03923) 8am - 5pm, every day
TOU-D-5 - FERA Summer - June through September; Winter - October through May GENERATION CHARGE ($/KWH) SUMMER ON-PEAK $ 0.42963 5pm - 8pm, Monday - Friday SUMMER MID-PEAK $ 0.23069 5pm - 8pm, Saturday, Sunday, & holidays SUMMER OFF-PEAK $ 0.08550 All other hours
WINTER MID-PEAK $ 0.29519 5pm - 8pm, every day
WINTER OFF-PEAK $ 0.12225 8pm - 8am, every day
WINTER SUPER OFF-PEAK $ 0.09415 8am - 5pm, every day
CLEAN ENERGY ACCESS CREDIT ($/KWH) SUMMER ON-PEAK $ (0.11390) 5pm - 8pm, Monday - Friday SUMMER MID-PEAK $ (0.08132) 5pm - 8pm, Saturday, Sunday, & holidays SUMMER OFF-PEAK $ (0.04944) All other hours
WINTER MID-PEAK $ (0.09190) 5pm - 8pm, every day
WINTER OFF-PEAK $ (0.05547) 8pm - 8am, every day
WINTER SUPER OFF-PEAK $ (0.04647) 8am - 5pm, every day
TOU-D-PRIME Summer - June through September; Winter - October through May GENERATION CHARGE ($/KWH) SUMMER ON-PEAK $ 0.33509 4pm - 9pm, Monday - Friday SUMMER MID-PEAK $ 0.12780 4pm - 9pm, Saturday, Sunday, & holidays SUMMER OFF-PEAK $ 0.08974 All other hours
WINTER MID-PEAK $ 0.29466 4pm - 9pm, every day
WINTER OFF-PEAK $ 0.07790 9pm - 8am, every day
WINTER SUPER OFF-PEAK $ 0.07790 8am - 4pm, every day
CLEAN ENERGY ACCESS CREDIT ($/KWH) SUMMER ON-PEAK $ (0.13237) 4pm - 9pm, Monday - Friday SUMMER MID-PEAK $ (0.09091) 4pm - 9pm, Saturday, Sunday, & holidays SUMMER OFF-PEAK $ (0.06335) All other hours
WINTER MID-PEAK $ (0.12535) 4pm - 9pm, every day
WINTER OFF-PEAK $ (0.05903) 9pm - 8am, every day
WINTER SUPER OFF-PEAK $ (0.05903) 8am - 4pm, every day
TOU-D-PRIME - CARE Summer - June through September; Winter - October through May GENERATION CHARGE ($/KWH) SUMMER ON-PEAK $ 0.33509 4pm - 9pm, Monday - Friday SUMMER MID-PEAK $ 0.12780 4pm - 9pm, Saturday, Sunday, & holidays SUMMER OFF-PEAK $ 0.08974 All other hours
WINTER MID-PEAK $ 0.29466 4pm - 9pm, every day
WINTER OFF-PEAK $ 0.07790 9pm - 8am, every day
WINTER SUPER OFF-PEAK $ 0.07790 8am - 4pm, every day
CLEAN ENERGY ACCESS CREDIT ($/KWH) SUMMER ON-PEAK $ (0.09186) 4pm - 9pm, Monday - Friday SUMMER MID-PEAK $ (0.06282) 4pm - 9pm, Saturday, Sunday, & holidays SUMMER OFF-PEAK $ (0.04403) All other hours
WINTER MID-PEAK $ (0.08656) 4pm - 9pm, every day
WINTER OFF-PEAK $ (0.04105) 9pm - 8am, every day
WINTER SUPER OFF-PEAK $ (0.04105) 8am - 4pm, every day
TOU-D-PRIME - FERA Summer - June through September; Winter - October through May GENERATION CHARGE ($/KWH) SUMMER ON-PEAK $ 0.33509 4pm - 9pm, Monday - Friday SUMMER MID-PEAK $ 0.12780 4pm - 9pm, Saturday, Sunday, & holidays SUMMER OFF-PEAK $ 0.08974 All other hours
WINTER MID-PEAK $ 0.29466 4pm - 9pm, every day
WINTER OFF-PEAK $ 0.07790 9pm - 8am, every day
WINTER SUPER OFF-PEAK $ 0.07790 8am - 4pm, every day
CLEAN ENERGY ACCESS CREDIT ($/KWH) SUMMER ON-PEAK $ (0.10979) 4pm - 9pm, Monday - Friday SUMMER MID-PEAK $ (0.07521) 4pm - 9pm, Saturday, Sunday, & holidays SUMMER OFF-PEAK $ (0.05250) All other hours
WINTER MID-PEAK $ (0.10372) 4pm - 9pm, every day
WINTER OFF-PEAK $ (0.04893) 9pm - 8am, every day
WINTER SUPER OFF-PEAK $ (0.04893) 8am - 4pm, every day
*Holidays are New Year's Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, and Christmas.
Orange County Power Authority | Staff Report | Page 1 of 1
ORANGE COUNTY POWER AUTHORITY
Staff Report – Item 10.1
To: Orange County Power Authority Board of Directors
Subject: INCREASE IN MONTHLY LIMIT ON COMPENSABLE DIRECTOR MEETINGS AND ACTIVITIES FROM SIX TO EIGHT (Director Jung) Date: September 14, 2026
RECOMMENDED ACTION(S)
Approve an amendment to Policy No. 5 to increase the maximum number of meetings and activities for which Directors may receive compensation from six to eight per month, and direct the Chief Executive Officer and General Counsel to implement the amendment.
BACKGROUND
Director Jung has submitted a Director-Initiated Agenda Item regarding an increase in the monthly limit on compensable Director meetings and activities from six(6) to eight(8).
ATTACHMENT(S)
Policy Number 005: Board of Directors and Community Advisory Committee Members’ Compensation and Expense Reimbursement Policy. Revised: 03/09/2026 55735.00001\44735489.1 Revised and Approved on 3.9.2026
ORANGE COUNTY POWER AUTHORITY
Policy Number 005: Board of Directors and Community
Advisory Committee Members’ Compensation and Expense
Reimbursement Policy
Approved: 11/20/2023 | Revised: 03/09/2026
This Policy governs compensation and reimbursement of expenses for members of the Authority’s Board of Directors and Community Advisory Committee (Committee Members). The Policy applies to both regular members of the Board and alternate members, as well as Committee Members as specified herein.
DIRECTORS’ COMPENSATION
Pursuant to this Policy adopted by the Board of Directors, the Authority is authorized to compensate Board members in the amount described below for (1) attending each meeting of the Board of Directors, and (2) otherwise providing a day of service to the Authority. Pursuant to Section 3.8 of the Authority’s Joint Powers Agreement, the Authority’s Board members shall receive the then-current amount provided to directors of the Orange County Sanitation District (OCSD). In compliance with OCSD’s current ordinance relating to OCSD director compensation, on January 1 of each year, beginning with January 1, 2025, the amount of compensation for attending each meeting of the Board of Directors or otherwise providing a day of service to the Authority shall increase automatically by five percent (5%) unless said increase is waived by the OCSD board of directors or OCSD’s ordinance is repealed or amended to eliminate such automatic increases. The Policy limits compensation to a specified maximum number of days per month. The Board of Directors may, from time to time, amend the Policy to change the amount of compensation and/or the maximum number of compensable days per month.
The following activities are compensable.
Compensable Activities
1. Meetings
Each regular Director shall be entitled to compensation for attendance at (1) each meeting of the Board of Directors; (2) each meeting of a standing committee on which the Director serves; (3) each meeting of an ad hoc committee to which the Director has been duly appointed; (4) each meeting of any joint governmental board, committee, or association to which the Director has been appointed as the Authority’s representative; and (5) attendance at California Community Choice Association (CalCCA) annual conferences. Each alternate Director shall be entitled to compensation for attendance at a meeting when, and only when, the alternate Director attends the meeting in place of the regular Director.
2. Required Training
Each Director shall be entitled to compensation for attendance at the ethics training required by Government Code Section 53235 and the sexual harassment training and education required by Government Code Section 12950.1.
3. Other Activities
The Chair of the Board of Directors and Chief Executive Officer may, on a case-by-case basis, authorize compensation of individual Directors for a day of service when participating in the following types of activities: (1) meetings with representatives of local, regional, state, or national government on issues affecting the Authority; (2) meetings, conferences, and seminars relating to the business and operation of community choice aggregation entities, 55735.00001\44735489.1 Revised and Approved on 3.9.2026 (3) ceremonial events sponsored by the Authority; (4) ceremonial events sponsored by another organization; (5) meetings of agencies, nonprofit organizations, or service clubs where the Director makes a presentation on behalf of the Authority; and (6) meetings with Authority staff, including telephone conferences when physical attendance is impractical.
4. Considerations
The Board Chair and the Chief Executive Officer shall approve compensation under Section 3 above only for activities that provides a benefit to the Authority. Benefits include, but are not necessarily limited to, the acquisition of information, education, training, and skills that will further the Authority’s mission and purpose. Other benefits include positive changes to federal and state statutes and regulations that govern the Authority, and maintenance of positive relations with the public and other governmental agencies.
Limitation
In no event shall a Director receive compensation for more than one meeting or other activity on the same day. Directors may not be compensated for more than six meetings per month.
Non-Compensable Activities
Notwithstanding the section above, Board members shall not receive compensation for the following activities: (1) attendance at meetings or events of nonprofit organizations or service clubs, except when the Board Chair and Chief Executive Officer have authorized the Director to make a presentation on behalf of the Authority as described above; (2) Authority sponsored employee events including, but not limited to, the annual employee holiday luncheon and retirement events; (3) parades, festivals, holiday events, or retirement dinners; (4) meetings, without Authority staff present, with existing or potential contractors, vendors, or consultants; (5) meetings of partisan political organizations; (6) meetings, tours, and similar events conducted at the request of the Board member; or (7) any activity not described above.
COMMUNITY ADVISORY COMMITTEE MEMBERS COMPENSATION
Community Advisory Committee members shall be compensated in the amount of $50 for attending each meeting of the Community Advisory Committee, limited to one (1) meeting per month.
REIMBURSEMENT OF DIRECTORS’ AND COMMITTEE MEMBERS’ EXPENSES Approved Activities
In accordance with the terms of this Policy, the Authority will reimburse Directors for certain expenses incurred in connection with the compensable activities described above in Directors Compensation, including without limitation attendance at Board or committee meetings; provided, however, that alternate Directors shall be authorized to attend CalCCA conferences and shall be eligible for reimbursement of associated expenses as set forth below, whether or not the alternate Director is attending the conference in place of the regular Director. The Authority will not reimburse Directors for any other expenses.
In accordance with the terms of this Policy, the Authority will reimburse Committee Members for certain expenses set forth below incurred solely in connection with their attendance at CalCCA annual conferences. The number of Committee Members eligible to attend a CalCCA annual conference and receive reimbursement under this Policy shall be determined prior to each CalCCA annual conference by the Chief Executive Officer, in consultation with the Board Chair. To be eligible to receive reimbursement for expenses incurred in connection with attendance at a CalCCA annual conference, the Committee Member must successfully complete ethics training required by 55735.00001\44735489.1 Revised and Approved on 3.9.2026 Government Code Section 53235 and the sexual harassment prevention training and education required by Government Code Section 53237.1. The Authority will not compensate or otherwise reimburse any expenses of Committee Members.
Reimbursable Expenses
1. Transportation
In travelling to and from activities or events, Directors and Committee Members must use the most economical form of transportation that is reasonably consistent with the Director’s or Committee Member’s travel and scheduling requirements.
2. Mileage for Personal Vehicles
a. The Authority will reimburse Directors and Committee Members for use of personal vehicles based on actual miles traveled at the then-current “standard mileage rate” adopted by the U.S. Internal Revenue Service for use in deducting the cost of operating an automobile for business purposes. The Authority will not reimburse Directors or Committee Members for any other personal vehicle expenses. b. When calculating mileage traveled by a Director or Committee Member to attend an activity or event, the Authority will use the lesser of (1) the distance from the administrative headquarters of the Director’s or Committee Member’s appointing member agency to the event, and (2) the actual distance traveled. Mileage reimbursements shall not exceed the cost of the lowest available airfare.
3. Other Transportation Expenses
a. When travel by personal vehicle is impractical, the Authority will reimburse Directors and Committee Members for the actual cost of (1) regularly-scheduled travel by airplane, train, bus, or other commercial carrier, (2) rental cars, and (3) taxis and other comparably-priced for-hire vehicles. The Authority will also reimburse Directors and Committee Members for related necessary travel expenses such as baggage fees, toll charges, and parking fees. Directors and Committee Members must take advantage of any government or group rates offered by a transportation provider.
b. Before deciding to travel by air, each Director and Committee Member must consider the total cost of alternatives, including the cost of ground transportation and any necessary lodging. Each Director and Committee Member should also consider alternative departure times, departure and arrival airports, dates, departure times, and stopovers to minimize airfare. Directors and Committee Members should request travel arrangements as early as possible to take advantage of lower airfares. c. Generally, the Authority will reimburse Directors and Committee Members only for air travel in coach class. When necessary based on a Director’s or Committee Members’ physical needs and/or the need to conduct meaningful work during a flight, the Board Chair has the discretion to approve reimbursement of first-class air travel. For trips that will exceed 24 hours, Directors and Committee Members must use their personal cars to travel to and from the airport, and utilize long-term airport parking, rather than pay for a taxi or other transportation to and from the airport.
4. Lodging
a. The Authority will reimburse Directors and Committee Members for actual and necessary lodging expenses incurred in attending a conference, seminar, or meeting 55735.00001\44735489.1 Revised and Approved on 3.9.2026 (for Committee Members, attendance is limited to annual CalCCA conferences).
Directors and Committee Members must take advantage of any government rate or group rate for lodging whenever possible. If there is no government or group rate, the Authority will reimburse Directors and Committee Members for lodging up to the per diem rate used by the U.S. Internal Revenue Service as the maximum allowable deduction for business-related lodging expenses. The per diem rates are set by the General Service Administration (“GSA”) for federal employees. The rates are set forth at https://www.gsa.gov/travel/plan-book/per-diem-rates. b. Lodging in connection with an activity that lasts only one day is considered “necessary” when the travel time to and from the activity exceeds two hours.
5. Meals
The Authority will reimburse Directors and Committee Members for actual and necessary dining expenses incurred while attending (1) a conference, seminar, or meeting outside of the Authority, or (2) an Authority-related business meeting within the Authority. The Authority will reimburse Directors and Committee Members up to the applicable daily total GSA per diem rate for meals as set forth at https://www.gsa.gov/travel/plan-book/per-diem-rates. Reasonable tipping up to 20% of the meal is acceptable.
6. Incidentals
The Authority will reimburse Directors and Committee Members for actual and necessary incidental expenses incurred while attending a conference, seminar, or meeting outside the Authority, up to the applicable GSA per diem rate set forth at https://www.gsa.gov/travel/plan-book/per-diem-rates. Reimbursable expenses include tips given to drivers, porters, bellhops, baggage carriers, and hotel housekeepers.
7. Travel Arrangements
Each Director and Committee Member must utilize Authority staff to arrange all travel, lodging, and event registrations. The Chief Executive Officer shall designate an Authority employee responsible for making these arrangements. The Chief Executive Officer shall designate a single travel agency for use in making all travel arrangements.
Expenses That Are Not Reimbursable
The Authority will not reimburse Directors or Committee Membersfor the costs of: (1) barber and/or beauty shop services; (2) fines for traffic or parking violations; (3) any person accompanying a Director or Committee Member on a Authority-approved trip or event; (4) personal telephone calls; (5) fitness/health facility use; (6) massages; (7) alcoholic beverages; (8) entertainment (movies, sporting events, etc.); or (9) vehicle expenses other than the standard mileage charge.
Reimbursement Procedure
Each Director or Committee Member seeking reimbursement must file with the Secretary of the Board an expense report no later than three weeks after the conclusion of the compensable or reimbursable activity. The report shall attach detailed, actual receipts for all expenses. The report shall document that each expense meets the requirements for reimbursement set forth in this Policy.
Without limiting the foregoing, each report shall identify the compensable activity and the date, nature, and purpose of each expense for which reimbursement is sought. For reimbursement of a personal vehicle expense at the standard mileage rate, the expense report shall identify the date of the travel, the actual miles traveled, and the business purpose of the travel. The Chief Executive Officer shall prepare a standard form of expense report for use by Directors and Committee Members in seeking reimbursement.
55735.00001\44735489.1 Revised and Approved on 3.9.2026 Board Reports
Each Director and Committee Member seeking reimbursement of expenses incurred in connection with an activity shall provide a brief report of the activity at the next regular meeting of the Board of Directors or Community Advisory Committee, as applicable.
Other Expenses
Any expense that does not meet the requirements of this Policy may be reimbursed only if the Board of Directors approves the expense at a public meeting before the expense is incurred.
PENALTIES
Any Director or Committee Member that misuses public resources or falsifies an expense report required by this Policy is subject to the following penalties: (1) loss of reimbursement privileges; (2) restitution of the Authority; (3) civil penalties for misuse of public resources pursuant to Government Code Section 8314; and/or (4) prosecution for misuse of public resources pursuant to Penal Code Section 424.
Orange County Power Authority | Staff Report | Page 1 of 8
ORANGE COUNTY POWER AUTHORITY
Staff Report – Item 11
To: Orange County Power Authority Board of Directors
From: Joe Mosca, Chief Executive Officer
Subject: CHIEF EXECUTIVE OFFICER’S REPORT
Date: September 14, 2026
Risk Management Update
Over the past few months, the OCPA team has continued strengthening the procurement hedging framework, including standardizing the procurement memo process, clarifying risk management roles and responsibilities, and reviewing industry practices with other mature CCAs to help inform OCPA’s approach.
The team has also continued evaluating the financial impacts and risks associated with PCIA, including how changes in PCIA may affect OCPA’s hedge position, liquidity, and future procurement strategy. This work is helping inform development of OCPA’s longer-term procurement hedging framework and related risk management practices.
As part of this effort, staff has developed proposed amendments to the Energy Risk Management Policy. The amendments would generally maintain the existing CEO delegation structure while clarifying the distinction between contract tenor and the five-year forward procurement window, as well as clarifying that volumetric and notional limits apply on a per-transaction basis. The proposed amendments would also reduce the prompt-month minimum hedge requirement from 90% to 80%, providing additional procurement flexibility while staff continues developing the longer-term hedging framework and supporting analyses.
The proposed Energy Risk Management Policy amendments are expected to be presented to the Risk Oversight Committee on September 24, 2026, followed by Board consideration on October 19, 2026.
Cost-of-Service Study Update
Advancing OCPA’s cost-of-service analysis and evaluating potential product pathways is a key FY2026/27 Strategic Plan initiative supporting fiscal sustainability and customer affordability. The work began in mid-April 2026 with the launch of the project workplan, consultant kickoff, and internal coordination.
Orange County Power Authority | Staff Report | Page 2 of 8 A cost-of-service study is a structured analytical process used to determine OCPA’s overall revenue requirement and how costs should be allocated among customer classes and product options based on cost-causation principles. The data request process was completed in early May, followed by development of initial pro forma financial scenarios in late May. These scenarios included the status quo and preliminary alternative planning scenarios and established the analytical foundation for evaluating affordability, rate competitiveness, financial sustainability, and potential product structures. In early June, procurement, compliance, portfolio, and other cost considerations were incorporated into the analysis. Following Board feedback, staff and the consultant further refined the alternative planning scenario, completing that phase of the analysis in early July.
The Board briefing process began in June 2026. The first briefing provided a Cost-of-Service 101 overview and presented initial findings, including preliminary revenue requirements and product scenarios. In August 2026, staff completed the second briefing, which focused on PCIA fundamentals and updated cost-of-service results based on the refined planning scenario. The briefing also provided Board members with an opportunity to provide feedback before staff moved into the detailed rate-design phase.
Current efforts are focused on refining the cost-of-service model, validating cost allocators and customer-class assignments, developing preliminary rate-design scenarios, and evaluating customer bill impacts. Staff is also assessing affordability, competitiveness with SCE, and financial sustainability using updated forecast information. Future briefings will focus on preliminary rate-design results, customer bill impacts, and further refinement of the product framework. These briefings are informational and are intended to gather Board feedback before staff develops final recommendations.
OCPA currently anticipates presenting proposed 2027 rates to the Board for consideration at a public rate-adoption meeting in December 2026. If approved, the new rates would take effect in January 2027.
Annual Tracking Survey – Presentation in October
Annual Tracking Survey is Underway: Beginning August 3rd, OCPA began gathering data for its annual tracking survey. This year’s survey will once again measure OCPA’s effectiveness of marketing and public outreach efforts, and analyze awareness and favorability in member cities. Insight will be solicited from registered voters in member and prospective cities. Telephone interviews will be conducted on both landlines and cell phones, and online respondents will be invited to take the survey via email and text message. Results from this survey will be presented at the October Board meeting.
Orange County Power Authority | Staff Report | Page 3 of 8 Communications & External Affairs
Communications
• Staff launched a multi-channel outreach campaign to promote OCPA's Clean Energy Lesson Plans, including social media, direct outreach to educators across member cities, and local media engagement, to advance Community Partnerships and Clean Energy & Program Development objectives, expanding awareness of clean energy education resources and strengthening OCPA's presence in local classrooms.
• Staff secured media coverage for OCPA's Clean Energy Lesson Plans in the Fullerton Observer, supporting growth objectives and increasing community awareness of OCPA's educational resources and supporting public understanding of renewable energy and sustainability.
https://fullertonobserver.com/2026/08/27/free-lesson-plans-on-clean-energy-are-available-for-classrooms/ • Staff enhanced OCPA's digital outreach efforts by launching new website features highlighting the Clean Energy Lesson Plans, Home Energy Score Assessor Training Program, and Solar / Net Energy Metering resources, improving visibility of customer programs and increasing access to energy-related resources. • Staff developed a targeted promotional campaign for the Home Energy Score Assessor Training Program to help support workforce development efforts and expand opportunities for participation in energy efficiency initiatives within OCPA communities.
• OCPA hosted multicultural media outlets for the State of the Agency media briefing on August 18. The briefing provided an opportunity to share the latest on OCPA’s clean energy programs, community investments, upcoming initiatives, and continued commitment to serving Orange County’s diverse communities. A special thank you to Vice Chair Mai for his attendance and support.
Community Engagement & External Affairs
• OCPA’s summer interns hosted and facilitated an Environmental Leadership and Career Day at the office last week. Over 20 students from across Orange County attended, as well as Irvine Unified School District Board Member Dr. Jeff Kim.
Students shared positive feedback about the program and getting to learn directly from college students.
• Staff attended the annual IgniteHer summit co-sponsored by Assemblywoman Cottie Petrie-Noris and Girls Inc., and hosted by Irvine Valley College. OCPA was an in-kind sponsor and donated notebooks for the three hundred middle school girl attendees. Staff met multiple school-board members and discussed OCPA workforce development goals and cleantech career outreach efforts.
Orange County Power Authority | Staff Report | Page 4 of 8 • OCPA presented at the Filipino American Chamber of Commerce Power Lunch and discussed upcoming programs for FY26/27. We received a positive response and multiple requests for more information.
• OCPA sponsored Buena Park’s inaugural energy expo, LumiPalooza. We brought the US Green Business Council’s BuildSMART trailer that provided a hands-on opportunity for residents to learn about tools for at-home energy efficiency.
• OCPA sponsored and participated in Santa Ana's State of the City event. Staff leveraged OCPA's participation in Santa Ana's State of the City event to promote awareness of the EBD Program among community organizations, government agencies, and regional leaders. Conversations with prospective partners helped identify opportunities to expand program outreach and increase participation among eligible households in priority communities. Staff connected with local elected officials, agency representatives, educational institutions, nonprofit organizations, and community leaders during the event. These engagements strengthened OCPA's regional visibility and helped identify potential partnerships that support community outreach, sustainability initiatives, and customer program participation.
• OCPA sponsored, shared a brief presentation, and tabled at the event held by Irvine’s Office of Economic Development, The Sustainability Transition – Green Business Strategies for the Future. Staff finalized and delivered presentation materials to the City of Irvine highlighting Green P100NEER and OCPA's business sustainability support services. OCPA will participate as a sponsor and exhibitor to increase program awareness and engage local businesses interested in sustainability initiatives.
• The Programs team coordinated with the organizers of Buena Park Career and Trades Day for OCPA inclusion in the event to help highlight clean tech careers for youth in our service territory.
• Staff worked on strengthening school outreach efforts by connecting with IUSD leadership and establishing an introduction with the Director of K-12 Career Development to explore future career and environmental education partnerships. • Staff met with business and community stakeholders in Placentia to advance Community Partnerships and Customer Growth & Retention objectives, helping OCPA assess opportunities for future membership expansion while identifying local organizations and community leaders that could support education and outreach efforts within the city.
• Staff engaged with Chapman University through the Irvine Chamber of Commerce to support community partnerships objectives by exploring potential internship partnerships and opportunities to collaborate on sustainability and energy initiatives affecting the university's Irvine campus. • Staff attended and presented at the Filipino Chamber’s “Sama Sama Mixer,” hosted at the Irvine Company Oak Canyon Suite. Staff shared updates on Orange County Power Authority | Staff Report | Page 5 of 8 current news and upcoming program initiatives, including the intersection of community clean energy with health and safety efforts. Several attendees stayed after the presentation to ask questions and continue the discussion. • Staff participated in the Orange County Public Affairs Association Legislative Aide Luncheon and the OC Around the Table VIP Luncheon to help strengthen relationships with state and county government staff, chamber leadership, and municipal executives, including representatives from Fountain Valley. • Staff engaged with the OC Breakfast Club to advance Regional Leadership & Advocacy objectives, positioning OCPA for greater participation in regional infrastructure discussions and identifying opportunities to present OCPA programs and priorities to influential public affairs and government relations professionals.
• Staff conducted business outreach as part of the Green P100 Program to advance Customer Growth & Retention and Clean Energy & Program Development objectives, supporting efforts to expand participation in OCPA's 100% renewable energy offerings. Outreach included engagement with Blue Hummingbird Café, conversations with Costco sustainability representatives, and relationship-building with Masimo on renewable energy participation and account opportunities.
• Staff engaged with IEC Colleges regarding outreach and collaboration opportunities for the Home Electrification and Appliance Training (HEAT) Program to advance Clean Energy & Program Development and Community Partnerships objectives, supporting workforce development and expanding awareness of electrification career pathways within OCPA communities.
Customer Programs
• Community Power Plan: The full plan is now published on the OCPA website, where you can click a link to view a reactive dashboard of data. • BuildSMART Trailer (US Green Building Council): The team is partnering with the U.S. Green Building Council (USGBC) to bring its BuildSMART Trailer to member cities. OCPA is hoping to bring this to each member city by the end of 2026.
• Equitable Building Decarbonization Direct Install Grant: The program has launched, with participant enrollment and community outreach underway. Orange County United Way will support outreach and engagement efforts as a program subgrantee.
• Bright Futures Grant: The evaluations were completed, and OCPA staff is working on sharing the recommendations with the Board in October. • Home Energy Audit Training program: The program has launched, and outreach has commenced.
Orange County Power Authority | Staff Report | Page 6 of 8 *Future programs in development*:
• Small commercial energy audit program + support for energy efficiency implementation (funding support through SoCalREN) — Draft scope and budget approved by the County of Los Angeles and SoCalREN administrators - anticipated launch in Q3 2026.
• Multifamily housing energy efficiency rebate program – anticipated launch in 2026 Q4, subject to the findings of the needs assessment. • Residential energy audit program + support for energy efficiency implementation (funding support through StopWaste) — anticipated launch in Q2 2027. • Second round of Renter Energy Efficiency Program — anticipated launch in Q1 2027.
Human Resources Updates
• Director of Communications & External Affairs: Recruitment is now open, and phone interviews are underway.
Events & Stakeholder Outreach
The OCPA team attended the following events and community meetings since our last Board meeting:
DATZE HOST EVENT/MEETING CITY START END
7/15/2026
Asian Business
Association - Orange
County
Summer Mixer Orange
County (All) 5:30 PM 8:30 PM
7/16/2026 City of Irvine
Business
Preparedness
Series: Emergency
Response & Fire
Safety Workshop
Irvine 9:00 AM 11:00 AM
7/16/2026 Fullerton-Senior Food
Distribution EBD-DI Tabling Fullerton 10:30 AM 12:30 AM 7/22/2026 City of Buena Park Lumi-Palooza
Energy Fair Buena Park 5:30 PM 9:00 PM
7/23/2026 City of Fullerton Waste and
Recycling Event Fullerton 6:00 PM 7:30 PM
7/24/2026 Girls Inc. IgniteHer Event Irvine 10:00 AM 2:30 PM 7/30/2026
Filipino American
Chamber of Commerce
Orange County
Power Networking
Lunch Irvine 11:00 AM 1:00 PM
7/30/2026 OC United Way
Emergency Table
Top Excercise with
OC Sheriff
Orange
County (All) 2:00 PM 4:00 PM
Orange County Power Authority | Staff Report | Page 7 of 8 8/6/2026 Santa Ana Chamber Santa Ana State of
the City
Orange
County (All) 11:00 AM 1:15 PM
8/7/2026 OCICC and County of
Orange
Orange County
State of the County
Orange
County (All) 11:30 AM 1:30 AM
8/8/2026 Fountain Valley Kiwanis
Club Pins For Kids Fountain Valley 5:30 PM 8:30 PM
8/8/2026 City of Buena Park Super Senior
Saturdays Buena Park 9:00 AM 12:00 PM
8/11/2026 City of Irvine
The Sustainability
Transition: Green
Business Event
Irvine 9:00 AM 11:00 AM
8/11/2026 City of Irvine
Jeffrey Open Space
Trail Bicycle &
Pedestrian Bridge
Opening
Celebration
Irvine 9:00 AM 10:00 AM
8/13/2026 Sustain SoCal Water Solutions
Event
8/18/2026 OCPA Multicultural Media
Event
Orange
County (All) 10:30 AM 11:30 AM
8/26/2026 Orange County Public
Affairs Association
OCPAA 25th Annual
Legislative Aide
Luncheon
Orange
County (All) 11:30am 1:00 PM
8/29/2026 Families Forward Light Up The Night
Gala Irvine 5:30 PM 10:00 PM
9/3/2026 USGBC Pathways to Impact Orange
County (All) 5:00 PM 8:00 PM
9/13/2026 City of Irvine Fiesta Latina Irvine 11:00 AM 4:00 PM We are looking forward to many opportunities to engage with the community and key stakeholders, including:
DATE HOST EVENT/MEETING CITY START END
9/16/2026 Orange County
Business Council
OCBC 2026 First
Responders Dinner
Orange
County (All) 5:30 PM 7:30 PM
9/17/2026 Pathways of Hope Hope Can't Wait
Luncheon Fullerton 11:30 AM 1:00 PM
9/23/2026 Go Green and Health
Expo Filipino Chamber Orange County (All) 9:00 AM 3:00 PM 9/23/2026 League of California
Cities
2026 Annual
Conference and Expo
Orange
County (All) 8:00 AM 5:00 PM
9/24/2026-
9/27/2026
The City of
Westminster/Little
Saigon TV
2026 Moon Lantern
Celebration
Orange
County (All) 5:00 PM 11:00 PM
9/26/2026 City of Fountain
Valley
Hyundai Hope On
Wheels
Fountain
Valley 6:00 AM 12:00 PM
Orange County Power Authority | Staff Report | Page 8 of 8 10/1/2026 OC Grantmakers Annual Forum Orange
County (All) 8:00 AM 6:00 PM
10/2/2026 City of Irvine
Stronger Together
Non-Profit
Leadership Conf
Irvine 10:00 AM 1:00 PM
10/7/2026 Fullerton High School 3rd Annual Career
Fair Fullerton TBD TBD
10/10/2026 City of Irvine Global Village
Festival Irvine 10:00 AM 6:00 PM
10/17/2026 Huntington Valley
Boys and Girls Club Edward Arnold Gala Fountain Valley 5:00 PM 10:00 PM Attachments
Attachment A – Non-Power Supply Contracts In Excess of $50,000 to Under $100,000 Attachment B – OCPA Contract Tracker as of 06.30.2026
Orange County Power Authority
Non Power Supply Contracts In Excess of $50,000 to Under $100,000 Item No Vendor Term Contract Amount Brief Service Description Remark 1 JHenderson Consulting LLC 08/04/2026-12/31/2026 $50,000 Communication Advisory Support No. Vendor Start Date End Date NTE Amount Expenses recorded against contract
Amount for Work
Performed and
Invoiced but Not
Yet Paid
Remaining NTE
Amount
Notes Contract
Approved by the
Board?
Contract
Reported to the
Board?
RFP
to be Issued?
1 Best Best & Krieger 12/16/2020 See Notes See Notes 3,233,592.08 See Notes General Counsel, Financial & Power Procurement, Regulatory, Labor Related, and Special Legal Services. No NTE amount and contract end date. Costs are variable (time and materials).
Yes Yes RFP was issued on 2/24/2023 with one
proposal rec'd on 3/17/2023. Pending for
Board direction.
2 Calpine Energy Solutions 9/14/2021 3/31/2027 See Notes 8,070,241.85 See Notes Data Management & Call Center Services. NTE and Amount Paid depend on the number of active accounts during the month. Yes 3 Golden Communications 3/1/2026 2/29/2028 47,000.00 14,996.00 32,004.00 Digital Services - Strategic Marketing, Branding, Communications, and Public Education and Outreach Campaign/Program, Website Development Svc. Yes 4 Lakeview Business Center LLC (The Irvine Company) 2/19/2024 See Notes See Notes 429,247.92 See Notes New office lease 15310 Barranca Parkway, Irvine, CA 92618. The agreement was signed February 19, 2024 but the commencement date is approximately 22 weeks from that date. It is for 84 months (to end at the end of the month). The lease agreement does not have an NTE. The first 5 months are abated. Security deposit, 1st month rent and operating expense was paid in Apr-24.
Yes
5 Maher Accountancy 1/1/2026 12/31/2026 297,300.00 140,400.00 156,900.00 Accounting Service and Annual Financial Audit Support Yes 6 Newgen Strategies & Solutions 7/19/2023 6/30/2027 495,750.00 284,376.54 211,373.46 Rates Strategies, Budget and Projection Modeling, and FP&A Services Yes 7 Orange County Printing Company/ R.R. Donneylley
the DOT Corp.
We Mail For You
8/1/2025 7/31/2027 260,000.00 109,483.84 150,516.16 Print House Services and Promotional Services. Three new contracts effective Aug 2025 to Jul 2027, include the option for the CEO to extend each agreement for up to 3 additional one-year terms, subject to satisfactory performance.
Yes
8 Pacific Energy Advisors, Inc. 1/1/2026 12/31/2026 588,000.00 294,000.00 294,000.00 Portfolio Management Services Yes 9 Sorren CPAs P.C. 8/1/2025 7/31/2028 91,200.00 32,920.00 58,280.00 3-Year External Financial Audit Services Yes 10 Reveille, Inc. 7/1/2023 6/30/2027 4,919,686.00 3,432,228.09 1,487,457.91 Strategic Marketing and Branding Material, PR and Social Media Support Yes 11 SDI Presence LLC 4/1/2024 3/31/2027 387,636.00 151,190.60 236,445.40 Managed IT Support Yes 12 Southern California Edison 3/28/2021 See Notes See Notes 1,711,147.69 See Notes CCA Service Agreement. Contract term from 3/28/2021 to CCA termination date. Billing provided by SCE is set forth in SCE’s community choice aggregation tariff, as stated in SCE’s Electric Rule 23 and SCE’s rate schedules.
Yes
13 The Energy Authority 4/1/2022 9/30/2026 See Notes 808,332.42 See Notes Scheduling Coordinator, Day-Ahead Load Forecasting, and CRR Management Services. Amendment to add the load forecast service for $12,160. NTE and amount paid depend on Exhibit B/fee schedules.
Yes Yes RFP was issued on 3/25/2026
14 The Energy Federation/ AM Conservation 7/1/2023 6/30/2026 480,000.00 452,700.17 27,299.83 Online marketplace services for residential energy efficient products and smart home devices Yes 15 Amperon 5/1/2024 5/11/2026 122,000.00 122,000.00 - Long- and short-term load forecast services agreement for risk management Yes 16 Gofarth & Marti, DBA GM Business interiors, a Corporation 5/1/2024 4/30/2026 275,000.00 272,836.73 2,163.27 Furniture for OCPA's new office Yes Yes 17 The Energy Coalition 9/17/2024 9/17/2027 1,240,000.00 805,519.19 434,480.81 Develop the Community Power Plan, technical assistance, grant and program support for OCPA's customer programs Yes Orange County Power Authority Contracts
As of June 30, 2026