Colton City Council
February 3, 2026

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application is deemed complete for the purposes of subsection (d)(3)(C) below.
(vi) Appeal of incompleteness. An applicant may appeal the city’s determination that the application is incomplete by submitting a written appeal to the city clerk. The planning commission will review the written appeal and affirm or reverse the completeness determination and provide a final written determination to the applicant within 60 business days after receipt of the appeal. (B) No discretion or hearing. Ministerial permits for an ADU or JADU are considered and approved without discretionary review or a hearing. (C) Deadline to approve or deny ministerial approvals. The city must approve or deny an application to create an ADU or JADU within 60 days from the date that the city receives a complete application. If the city has not approved or denied the complete application within 60 days, the application is deemed approved unless either:
(i) The applicant requests a delay, in which case the 60-day time period is tolled for the period of the requested delay, or (ii) When an application to create an ADU or JADU is submitted with a permit application to create a new single-family or multifamily dwelling on the lot, the city may delay acting on the permit application for the ADU or JADU until the city acts on the permit application to create the new single-family or multifamily dwelling, but the application to create the ADU or JADU will still be considered ministerially without discretionary review or a hearing. (D) Denial. If the city denies an application to create an ADU or JADU, the city must provide the applicant with comments that include, among other things, a list of all the defective or deficient items and a description of how the application may be remedied by the applicant. Notice of the denial and corresponding comments must be provided to the applicant within the 60- day time period established by subsection (d)(3)(C) above. (E) Appeal of denial. An applicant may appeal the city’s denial of the application by submitting a written appeal to the city clerk. The planning commission will review the written appeal and affirm or reverse the denial and provide a final written determination to the applicant within 60 business days after receipt of the appeal.
(F) Concurrent review of demolition. A demolition permit for a detached garage that is to be replaced with an ADU is reviewed with the application for the ADU and issued at the same time.
(e) Classes.

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(1) Class 1: Statutorily Regulated. Class 1 ADUs and JADUs are approved under Government Code section 66323. If an ADU or JADU complies with each of the general requirements in subsection (f) below, it is allowed in each of the scenarios provided in this subsection (e)(1). An ADU and JADU approved under subsection (e)(1)(A) may be combined with an ADU approved under subsection (e)(1)(B), and ADUs approved under subsection (e)(1)(C) may be combined with ADUs approved under subsection (e)(1)(D).
(A) Converted on Lot with Single-Family: One ADU as described in this subsection (e)(1)(A) and one JADU on a lot with a proposed or existing single-family dwelling on it, where the ADU or JADU:
(i) Is either: within the space of a proposed single-family dwelling; within the existing space of an existing single-family dwelling; or (in the case of an ADU only) within the existing space of an accessory structure, plus up to 150 additional square feet if the expansion is limited to accommodating ingress and egress; and (ii) Has exterior access that is independent of that for the single-family dwelling; and
(iii) Has side and rear setbacks sufficient for fire and safety, as dictated by applicable building and fire codes.
(iv) The JADU complies with the requirements of Government Code sections 66333 through 66339.
(B) Limited Detached on Lot with Single-Family: One detached, new- construction ADU on a lot with a proposed or existing single-family dwelling, if the detached ADU satisfies each of the following limitations:
(i) The side- and rear-yard setbacks are at least four feet. (ii) The total floor area is 800 square feet of livable space or smaller. (iii) The peak height above grade does not exceed the applicable height limit in subsection (f)(2) below.
(C) Converted on Lot with Multifamily: One or more ADUs within portions of existing multifamily dwelling structures that are not used as livable space, including but not limited to storage rooms, boiler rooms, passageways, attics, basements, or garages, if each converted ADU complies with state building standards for dwellings. Under this subsection (e)(1)(C), at least one converted ADU is allowed within an existing multifamily dwelling, up to a quantity equal to 25 percent of the existing multifamily dwelling units.
(D) Limited Detached on Lot with Multifamily: No more than two detached ADUs on a lot with a proposed multifamily dwelling, or up to eight

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detached ADUs on a lot with an existing multifamily dwelling, if each detached ADU satisfies all of the following:
(i) The side- and rear-yard setbacks are at least four feet. If the existing multifamily dwelling has a rear or side yard setback of less than four feet, the city will not require any modification to the multifamily dwelling as a condition of approving the ADU. (ii) The peak height above grade does not exceed the applicable height limit provided in subsection (f)(2) below.
(iii) If the lot has an existing multifamily dwelling, the quantity of detached ADUs does not exceed the number of primary dwelling units on the lot.
(2) Class 2: Locally Regulated. Class 2 ADUs are approved under Government Code sections 66314–66322. Except for Class 1 ADUs approved under subsection (e)(1) above, all ADUs are subject to the standards set forth in subsections (f) and (g) below.
(f) General Requirements. The following requirements apply to all Class 1 and Class 2 ADUs and JADUs:
(1) Zoning.
(A) A Class 1 ADU approved under subsection (e)(1) may be created on a lot in a residential or mixed-use zone.
(B) A Class 2 ADU approved under subsection (e)(2) above may be created on a lot that is zoned to allow single-family dwelling residential use or multifamily dwelling residential use. (C) In accordance with Government Code section 66333(a), a JADU may only be created on a lot zoned for single-family residences. (2) Height.
(A) Except as otherwise provided by subsections (f)(2)(B) and (f)(2)(C) below, a detached ADU created on a lot with an existing or proposed single family or multifamily dwelling unit may not exceed 35 feet in height.
(B) A detached ADU may be up to two stories with a maximum height of 30 feet if it is created on a lot with an existing or proposed single family or multifamily dwelling unit that is located within one-half mile walking distance of a major transit stop or a high quality transit corridor, as those terms are defined in Section 21155 of the Public Resources Code, and the ADU may be up to two additional feet in height (for a maximum of 32 feet) if necessary to

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accommodate a roof pitch on the ADU that is aligned with the roof pitch of the primary dwelling unit.
(C) A detached ADU created on a lot with an existing or proposed multifamily dwelling that has more than one story above grade may not exceed two stories or 30 feet in height.
(D) An ADU that is attached to the primary dwelling may not exceed 35 feet in height or the height limitation imposed by the underlying zone that applies to the primary dwelling, whichever is lower.

Notwithstanding the foregoing, ADUs subject to this subsection (f)(2)(D) may not exceed two stories.
(E) For purposes of this subsection (f)(2), height is measured above existing legal grade to the peak of the structure.
(3) Fire Sprinklers.
(A) Fire sprinklers are required in an ADU if sprinklers are required in the primary residence.
(B) The construction of an ADU does not trigger a requirement for fire sprinklers to be installed in the existing primary dwelling. (4) Rental Term. No ADU or JADU may be rented for a term that is shorter than 30 days. This prohibition applies regardless of when the ADU or JADU was created. (5) No Separate Conveyance. An ADU or JADU may be rented, but, except as otherwise provided in the Government Code, no ADU or JADU may be sold or otherwise conveyed separately from the lot and the primary dwelling (in the case of a single-family lot) or from the lot and all of the dwellings (in the case of a multifamily lot).
(6) Septic System. If the ADU or JADU will connect to an onsite wastewater- treatment system, the owner must include with the application a percolation test completed within the last five years or, if the percolation test has been recertified, within the last 10 years.
(7) Owner Occupancy.
(A) ADUs. ADUs are not subject to an owner-occupancy requirement. (B) JADUs.
(i) Generally. As required by state law, JADUs are generally subject to an owner-occupancy requirement. A natural person with legal or equitable title to the property must reside on the property, in either the primary dwelling or JADU, as the person’s legal domicile and permanent residence.

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(ii) Exceptions. The owner-occupancy requirement in this subsection (f)(7)(B) does not apply in either of the following situations:
(I) The JADU has separate sanitation facilities (i.e., does not share sanitation facilities with the existing primary dwelling unit structure).
(II) The property is entirely owned by another governmental agency, land trust, or housing organization.
(8) Deed Restriction. Prior to issuance of a building permit for an ADU or JADU, a deed restriction must be recorded against the title of the property in the County Recorder’s office and a copy filed with the Director or designee. The deed restriction must run with the land and bind all future owners. The form of the deed restriction will be provided by the City and must provide that:
(A) The JADU may not be sold separately from the primary dwelling. (B) The JADU is restricted to the approved size and to other attributes allowed by this section.
(C) The deed restriction runs with the land and may be enforced against future property owners.
(D) The deed restriction may be removed if the owner eliminates the JADU, as evidenced by, for example, removal of the kitchen facilities. To remove the deed restriction, an owner may make a written request of the Director, providing evidence that the JADU has in fact been eliminated. The Director may then determine whether the evidence supports the claim that the JADU has been eliminated. Appeal may be taken from the Director’s
determination consistent with other provisions of this Code. If the JADU is not entirely physically removed, but is only eliminated by virtue of having a necessary component of JADU removed, the remaining structure and improvements must otherwise comply with applicable provisions of this Code.
(E) The deed restriction is enforceable by the director or his or her designee for the benefit of the City. Failure of the property owner to comply with the deed restriction may result in legal action against the property owner, and the City is authorized to obtain any remedy available to it at law or equity, including, but not limited to, obtaining an injunction enjoining the use of the JADU in violation of the recorded restrictions or abatement of the illegal unit.
(9) Income Reporting. In order to facilitate the City’s obligation to identify adequate sites for housing in accordance with the Government Code, the following requirements must be satisfied:

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(A) With the building-permit application, the applicant must provide the City with an estimate of the projected annualized rent that will be charged for the ADU or JADU.
(B) Within 90 days after each yearly anniversary of the issuance of the building permit, the owner must report the actual rent charged for the ADU or JADU during the prior year. If the City does not receive the report within the 90-day period, the owner is in violation of this Code, and the City may send the owner a notice of violation and allow the owner another 30 days to submit the report.

If the owner fails to submit the report within the 30-day period, the City may enforce this provision in accordance with applicable law. (10) Building & Safety.
(A) Must comply with building code. Subject to subsection (f)(10)(B) below, all ADUs and JADUs must comply with all local building code requirements.
(B) No change of occupancy. Construction of an ADU does not constitute a Group R occupancy change under the local building code, as described in Section 310 of the California Building Code, unless the Building Official or Code Enforcement Division officer makes a written finding based on substantial evidence in the record that the construction of the ADU could have a specific, adverse impact on public health and safety. Nothing in this subsection (f)(10)(B) prevents the City from changing the occupancy code of a space that was uninhabitable space or that was only permitted for nonresidential use and was subsequently converted for residential use in accordance with this section.
(11) Certificate of Occupancy Timing.
(A) Generally. No certificate of occupancy for an ADU or JADU may be issued before the certificate of occupancy is issued for the primary dwelling unit.
(B) Limited Exception for State-declared Emergencies. Notwithstanding subsection (f)(11)(A) above, a certificate of occupancy for an ADU may be issued before a certificate of occupancy for the primary dwelling if each of the following requirements are met:
(i) The county is subject to a proclamation of a state of emergency made by the California Governor on or after February 1, 2025. (ii) The primary dwelling was substantially damaged or destroyed by an event referenced in the Governor’s state of emergency proclamation.

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(iii) The ADU has been issued construction permits and has passed all required inspections.
(iv) The ADU is not attached to the primary dwelling.

(g) Specific ADU Requirements. The following requirements apply only to ADUs that require an ADU permit under subsection (e)(2) above.
(1) Maximum Size.
(A) The maximum size of a detached or attached ADU subject to this subsection (g) is 850 square feet for a studio or one-bedroom unit and 1,200 square feet for a unit with two or more bedrooms. (B) An attached ADU that is created on a lot with an existing primary dwelling is further limited to 75 percent of the floor area of the existing primary dwelling.
(C) Application of other development standards in this subsection (g), such as FAR or lot coverage, might further limit the size of the ADU, but no application of the percent-based size limit in subsection (g)(1)(B) above or of an FAR, front setback, lot coverage limit, or open-space requirement may require the ADU to be less than 800 square feet.
(2) Floor Area Ratio (FAR). No ADU subject to this subsection (g) may cause the total FAR of the lot to exceed 45 percent, subject to subsection (g)(1)(C) above. (3) Setbacks.
(A) An ADU that is subject to this subsection (g) must conform to a 25-foot front-yard setback.
(B) ADU that is subject to this subsection (g) must conform to 4-foot side- and rear-yard setbacks.
(C) No setback is required for an ADU that is subject to this subsection (g) if the ADU is constructed in the same location and to the same dimensions as an existing structure.
(4) Lot Coverage. No ADU subject to this subsection (g) may cause the total lot coverage of the lot to exceed 50 percent, subject to subsection (g)(1)(C) above. (5) Minimum Open Space. No ADU subject to this subsection (g) may cause the total percentage of open space of the lot to fall below 50 percent, subject to subsection (g)(1)(C) above.

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(6) Passageway. No passageway, as defined by subsection (c)(9) above, is required for an ADU.
(7) Parking.
(A) Generally. One off-street parking space is required for each ADU.

The parking space may be provided in setback areas or as tandem parking, as defined by subsection (c)(12) above. Off-street parking shall be permitted in setback areas or through tandem parking, unless specific findings are made that parking in setback areas or tandem parking is not feasible based on specific site or regional topographical or fire and safety conditions.
(B) The required parking space for the ADU must be located on the same lot as the ADU.
(C) Access to all required parking for the ADU and primary dwelling must be from a public street, an alley, or a recorded access easement. For any lot served by a panhandle or easement access, the access must be a minimum 20 feet in width.
(D) Curb cuts providing access from the public right-of-way to on-site parking spaces must be approved by the City Engineer in accordance with established, objective standards. A construction permit from the City Engineer shall be obtained for any new or widened curb cuts.
(E) Required parking spaces or required maneuvering area must be free of any utility poles, support wires, guard rails, stand pipes or meters.
(F) All required parking spaces must be kept clear for parking purposes only.
(G) Exceptions. No parking under subsection (g)(7)(A) is required in the following situations:
(i) The ADU is located within one-half mile walking distance of public transit, as defined in subsection (c)(11) above. (ii) The ADU is located within an architecturally and
historically significant historic district.
(iii) The ADU is part of the proposed or existing primary residence or an accessory structure under subsection
(e)(1)(A) above.
(iv) When on-street parking permits are required but not offered to the occupant of the ADU.

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(v) When there is an established car share vehicle stop located within one block of the ADU.
(vi) When the permit application to create an ADU is submitted with an application to create a new single-family or new multifamily dwelling on the same lot, provided that the ADU or the lot satisfies any other criteria listed in subsections (g)(7)(G)(i) through (v) above.
(H) No Replacement. When a garage, carport, or covered parking structure, or uncovered parking space is demolished in conjunction with the construction of an ADU or converted to an ADU, those off-street parking spaces are not required to be replaced. (8) Architectural Requirements.
(A) The materials and colors of the exterior walls, roof, and windows and doors must match the appearance and architectural design of those of the primary dwelling.
(B) The roof slope must match that of the dominant roof slope of the primary dwelling. The dominant roof slope is the slope shared by the largest portion of the roof.
(C) The exterior lighting must be limited to down-lights or as otherwise required by the building or fire code.
(D) The ADU must have an independent exterior entrance, apart from that of the primary dwelling.
(E) The interior horizontal dimensions of an ADU must be at least 10 feet wide in every direction, with a minimum interior wall height of seven feet.
(F) Windows and doors of the ADU may not have a direct line of sight to an adjoining residential property. Fencing, landscaping, or privacy glass may be used to provide screening and prevent a direct line of sight.
(G) All windows and doors in an ADU are less than 30 feet from a property line that is not a public right-of-way line must either be (for windows) clerestory with the bottom of the glass at least six feet above the finished floor, or (for windows and for doors) utilize frosted or obscure glass.
(9) Landscape Requirements. Evergreen landscape screening must be planted and maintained between the ADU and adjacent parcels as follows:

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(A) At least one 15-gallon size plant shall be provided for every five linear feet of exterior wall. Alternatively, at least one 24” box size plant shall be provided for every ten linear feet of exterior wall. (B) Plant specimens must be at least six feet tall when installed. As an alternative, a solid fence of at least 6 feet in height may be installed.
(C) All landscaping must be drought-tolerant.
(D) All landscaping must be from the City’s approved plant list. (10) Historical Protections. An ADU that is on or within 600 feet of real property that is listed in the California Register of Historic Resources must be located so as to not be visible from any public right-of-way.
(h) Fees. The following requirements apply to all Class 1 ADUs and JADUs and Class 2 ADUs that are approved under subsections Error! Reference source not found.(e)(1) or (e)(2) above.
(1) Impact Fees.
(A) No impact fee is required for an ADU that is less than 750 square feet in size. For purposes of this subsection (h)(1), “impact fee” means a “fee” under the Mitigation Fee Act (Gov. Code
§ 66000(b)) and a fee under the Quimby Act (Gov. Code § 66477). “Impact fee” here does not include any connection fee or capacity charge for water or sewer service.
(B) A JADU or ADU with less than 500 square feet of interior livable space does not increase assessable space by 500 square feet for purposes of Education Code section 17620(a)(1)(C), and is therefore not subject to school fees under Education Code section 17620.
(C) Any impact fee that is required for an ADU that is 750 square feet or larger in size must be charged proportionately in relation to the square footage of the primary dwelling unit. (E.g., the floor area of the ADU, divided by the floor area of the primary dwelling, times the typical fee amount charged for a new dwelling.)
(2) Utility Fees.
(A) If an ADU is constructed with a new single-family home, a separate utility connection directly between the ADU and the utility and payment of the normal connection fee and capacity charge for a new dwelling are required.

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(B) Except as described in subsection (h)(2)(A), converted ADUs on a single-family lot that are created under subsection (e)(1)(A) above are not required to have a new or separate utility connection directly between the ADU and the utility. Nor is a connection fee or capacity charge required.
(C) Except as described in subsection (h)(2)(A), all ADUs that are not covered by subsection (h)(2)(B) require a new, separate utility connection directly between the ADU and the utility for any utility that is provided by the city.

All utilities that are not provided by the city are subject to the connection and fee requirements of the utility provider.
(i) The connection is subject to a connection fee or capacity charge that is proportionate to the burden created by the ADU based on either the floor area or the number of
drainage-fixture units (DFU) values, as defined by the
Uniform Plumbing Code, upon the water or sewer system.
(ii) The portion of the fee or charge that is charged by the City may not exceed the reasonable cost of providing this
service.
(i) Nonconforming Zoning Code Conditions, Building Code Violations, and Unpermitted Structures.
(1) Generally. The City will not deny an ADU or JADU application due to a nonconforming zoning condition, building code violation, or unpermitted structure on the lot that does not present a threat to the public health and safety and that is not affected by the construction of the ADU or JADU.
(2) Unpermitted ADUs and JADUs constructed before 2020. (A) Permit to Legalize. As required by state law, the City may not deny a permit to legalize an existing but unpermitted ADU or JADU that was constructed before January 1, 2020, if denial is based on either of the following grounds:
(i) The ADU or JADU violates applicable building standards, or (ii) The ADU or JADU does not comply with the state ADU or JADU law or this ADU ordinance (section 18.48.150).
(B) Exceptions:
(i) Notwithstanding subsection (i)(2)(A) above, the City may deny a permit to legalize an existing but unpermitted ADU or JADU that was constructed before January 1, 2020, if the City makes a finding that correcting a violation is necessary to comply with standards specified in California Health and Safety Code section 17920.3.

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(ii) Subsection (i)(2)(A) above does not apply to a building that is deemed to be substandard in accordance with California Health and Safety Code section 17920.3.

Item: 1.

Staff Report

Meeting Date: February 3, 2026
To: City Council
From: Bill Smith, City Manager
Prepared By: Isaac T. Suchil, City Clerk
Item Name: Minutes - Approval of Minutes for the City Council Regular Meeting Held on January 20, 2026, on File in the Office of the City Clerk.

Recommended Action:

Approval of Minutes for the City Council Regular Meeting Held on January 20, 2026.

Background:

BACKGROUND
Minutes for the City Council Regular Meeting Held on January20, 2026.

Issues/Analysis:

N/A

Fiscal Impacts:

N/A

Alternatives:

N/A

Attachments:

1. Draft Minutes - 01/20/26

City of Colton
City Hall, Council Chambers
650 N. La Cadena Drive
Colton, CA 92324
City of Colton Website
Mayor Frank J. Navarro
Council Members:

David J. Toro – District 1
Kelly J. Chastain – District 2
Dr. Luis S. González – District 3
John R. Echevarria – District 4

City Clerk Isaac T. Suchil
City Treasurer Henry M. Razo

City Manager William R. Smith
City Attorney Carlos Campos

Minutes
City Council
Colton Utility Authority, Colton Public Financing Authority Colton Housing Authority
Regular Meeting
Tuesday, January 20, 2026 – 5:00 PM
City Hall, Council Chambers

Closed Session
5:00 p.m.

Closed Session Called to Order
Closed Session meeting was called to order at 5:00 P.M. in the Council Chamber of City Hall, with Mayor Frank J. Navarro presiding.

Roll Call
Council members present were David J. Toro, Kelly Chastain, Luis S. Gonzalez, John Echevarria, and Mayor Frank J. Navarro.

Also present was the City Clerk, Isaac T. Suchil.

Staff present was William R. Smith, City Manager and Carlos Campos, City Attorney. ______________________________________________________________________________ Public Comment - Closed Session
There were no public comments.
_____________________________________________________________________________________

Closed Session
City Attorney Carlos Campos announced the City Council would meet in Closed Session to discuss Items 1 through 3.
1) Conference with Legal Counsel - Existing Litigation
Pursuant to Government Code Section 54956.9 (d)(1)
Colton Housing Group LLC v. Colton
San Bernardino County Superior Court, Case No. CIVSB2521712 2) Conference with Labor Negotiators
Pursuant to Government Code Section 54957.6
Agency Designated Representatives: Bill Smith, City Manager Employee Groups: IBEW Water/Wastewater
3) Public Employee Performance Evaluation
Job Title - City Manager
City Attorney Oral Report on Closed Session Actions
City Attorney Campos announced that the City Council met in Closed Session and discussed Closed Session items 1 through 3; direction was given, but there was no reportable action.

City Attorney Campos also reported that at the November 4, 2025, City Council meeting, under Item No 2 in closed session, the City Council authorized a settlement of the workers compensation case of Leo Dooley v. City of Colton. This case has now settled for the amount of $150,000 to resolve this claim on a full and final basis. The Council decision was unanimous.

_______________________________________________________________________________________

Open Session
6:00 P.M.

Open Session Called to Order
Mayor Frank J. Navarro called Open Session to order at 6:00 P.M.

Invocation
Pastor Jeff Kineaster- Centerpoint Church
Flag Salute
Veterans of Foreign Wars (VFW) – Bernie Moyeda
Roll Call
Council members present were David J. Toro, Kelly Chastain, Luis S. Gonzalez, John Echevarria, and Mayor Frank J. Navarro.

Also present was the City Clerk, Isaac T. Suchil; City Treasurer, Henry M. Razo, was not present.

Staff present was William R. Smith, City Manager and Carlos Campos, City Attorney.

Ceremonial Matters
Presentations, Awards, Proclamations

• Check Presentation - Last minute presentation item added by Mayor Navarro for funding acceptance check from County of San Bernardino, reference Item #10 on tonight’s agenda.

Presented by Supervisor Joe Baca Jr.
• Recognition - Koa Regalado - Quarterback CHS Football Team Councilmember Echevarria presented a recognition award to the Colton High School football quarterback (Koa Regalado) for his outstanding accomplishments this season. • Business Focus - Colton Cuts Barber Shop
A Business Focus Award was presented to Colton Cuts Barber Shop by Councilmember Gonzalez; award was received by the business owner, Ruben Martinez.

_______________________________________________________________________________________

Mayor and Council Items
Gift Disclosures
None Disclosed
AB 1234 Oral Reports
None Disclosed
Appointments
• Mayor Pro Tempore Appointment
Mayor Navarro nominated Councilmember Gonzalez to become the next Mayor Pro Tempore.

Consensus was reached by the Councilmembers present and there were no objections.

Mayor and Council Discussion Items
None
Public Hearings
There were no Public Hearing items.

Business Items
1) Urgency Ordinance Updating ADU and Jr. ADU Ordinance - Waive full reading, read by title only, and adopt an urgency ordinance entitled: Ordinance No. O-01-26. “An Urgency Ordinance of the City Council of the City of Colton amending various provisions of Title 18, Section 18.48.150 of the City of Colton Municipal Code relating to accessory dwelling units and junior accessory dwelling units to comply with recent changes in state law, and finding the action to be statutorily exempt from California Environmental Quality Act (CEQA) under Public Resources Code § 21080.17," Ordinance No. O-01-26.

Staff Person: Heidi Duron
This item was removed from the agenda.

Public Comment - Limit 3 Minutes
The following community members addressed the Council:
• Aurelio De La Torre – Colton Resident and former City Treasurer • Caren Cantreren – Colton Resident
• Dorre Yamashiro – Redlands Resident, a letter was submitted for the record • Eugene Valdez – Colton Business Owner
_______________________________________________________________________________________

Consent Calendar
City Manager, Bill Smith, informed the City Council that Item #10, on the agenda, listed the resolution number incorrectly; the correct resolution number should read "R-02-26.”

Mayor Navarro presented the Consent Calendar Items 1 through 14.

Motion/Vote
A motion was made to Approve the Consent Calendar by CM Echevarria, with a second by MPT Gonzalez.

Vote: Unanimous, Motion Passed
1) Minutes - Approval of Minutes for the City Council Regular Meeting Held on December 16, 2025, on File in the Office of the City Clerk.

City Clerk: Isaac T. Suchil
2) Warrants - Approve US Bank voucher dated 10/14/2025 for $78,733.90; voucher numbers 223086 to 223159 dated 11/24/2025 and totaling $90,627.86; voucher numbers 223160 to 223285 dated 12/01/2025 and totaling $1,120,424.12; voucher numbers 223286 to 223391 dated 12/08/2025 and totaling $752,561.92; voucher numbers 223392 to 223544 dated 12/11/2025 and totaling $1,789,383.98; a payroll disbursement listing dated 10/25/2025 to 11/07/2025 and totaling $1,247,351.41 and payroll disbursement listing dated 11/08/2025 to 11/21/2025 and totaling $1,657,874.01.

Staff Person: Stacey Dabbs
3) Application - State Revolving Fund - Approve Resolutions Related to Colton Utility Authority's Application to the Clean Water State Revolving Fund to Fund the Upgrade to the Wastewater Treatment Plant Flare Rehabilitation Project, Resolution No. R-05-26 & R-06-

26. Staff Person: Chad Blais
4) Authorized Position List - Approve and Adopt a Resolution to Amend the FY 2025-26 Budget and Authorized Positions List to Add the Positions of Customer Service Manager and Purchasing Manager, and Delete the Customer Service and Purchasing Manager Position, Reassigning the Incumbent as the Customer Service Manager.

Staff Person: Stacey Dabbs
5) Contract Amendment - Enterprise Fleet Management - Approve Amendment to the Enterprise Fleet Management Program to Include the Electric Department.

Staff Person: Charles Berry

6) Contract Amendment - Minagar & Associates - Authorize 1st Amendment to Professional Services Agreement with Minagar & Associates, Inc., for Traffic Consulting Services.

Staff Person: Chad Blais
7) Contract Award - Eco Tierra Consultants - Approve Contract with EcoTierra Consultants for Environmental Services and Associated Reimbursement Agreement with Applicant Charles Siroonian (DAP24-0019).

Staff Person: Heidi Duron
8) Contract Award - Green Acres Advertising - Award Bid to Green Acres Advertising Design Inc. for Marketing and Webmaster Professional Services for the Electric Department.

Staff Person: Charles Berry
9) Easement - 2245 - 2251 W Valley Boulevard - Approve Recordation of Easement for Electric Utility Purposes.

Staff Person: Charles Berry
10) Funding Acceptance - County of San Bernardino - Approve Resolution to Accept Award from the County of San Bernardino and Purchase (3) Police Motorcycles, Resolution No. R- 02-25.

Staff Person: Anthony Vega
11) Investment Policy - Annual Delegation of Investment Authority and Investment Policy Review, Resolution No. R-03-26.

Staff Person: Stacey Dabbs
12) Purchase - Altec Industries, Inc. - Approve Purchase of Three (3) Service Trucks for the Electric Utility Department.

Staff Person: Charles Berry
13) Purchase - Altec Industries, Inc. - Approve Purchase of Three (3) Flat Rack Trucks for the Electric Utility Department.

Staff Person: Charles Berry
14) Set Public Hearing - Set Public Hearing for the City Council Meeting of February 3, 2026 to Consider Submission of Community Development Block Grant Projects for Fiscal Year 2026- 2027 to the County of San Bernardino.

Staff Person: Dawn Miller
_______________________________________________________________________________________

_______________________________________________________________________________ Mayor and Council Oral Reports and Comments
Comments from Mayor and Council on various issues and activities throughout the community can be viewed on our City of Colton Website (www.coltonca.gov).

City Manager's Reports
None
Adjournment
Mayor Navarro adjourned the regular Council meeting at 7:03 P.M. in memoriam for Esperanza Gallardo; a moment of silence was observed.

_________________________
Isaac T. Suchil, City Clerk
City of Colton

Item: 2.

Staff Report

Meeting Date: February 3, 2026
To: City Council
From: Bill Smith, City Manager
Prepared By: Stacey Dabbs, Finance Director
Item Name: Warrants - Approve voucher numbers 223545 to 223632 dated 12/17/2025 and totaling $686,164.70; voucher numbers 223633 to 223707 dated 12/27/2025 and totaling $100,555.23; voucher numbers 223708 to 223751 dated 12/29/2025 and totaling $210,765.32; voucher numbers 223752 to 223824 dated 01/05/2026 and totaling $1,453,600.21; voucher numbers 223825 to 223941 dated 01/08/2026 and totaling $1,100,970.98; payroll disbursement listing dated 11/22/2025 to 12/05/2025 and totaling $1,264,374.39 and payroll disbursement listing dated 12/06/2025 to 12/19/2025 and totaling $1,432,117.26.

Recommended Action:

Approve voucher numbers 223545 to 223632 dated 12/17/2025 and totaling $686,164.70; voucher numbers 223633 to 223707 dated 12/27/2025 and totaling $100,555.23; voucher numbers 223708 to 223751 dated 12/29/2025 and totaling $210,765.32; voucher numbers 223752 to 223824 dated 01/05/2026 and totaling $1,453,600.21; voucher numbers 223825 to 223941 dated 01/08/2026 and totaling $1,100,970.98; payroll disbursement listing dated 11/22/2025 to 12/05/2025 and totaling $1,264,374.39 and payroll disbursement listing dated 12/06/2025 to 12/19/2025 and totaling $1,432,117.26.

Background:

The California Government Code requires that the legislative body ratify all vouchers issued in the course of conducting City business.

Issues/Analysis:

All vouchers and related backup documentation have been reviewed by the Finance Director and City Manager.

Fiscal Impacts:

None.

Alternatives:

1. Provide alternative direction to staff.

Attachments:

1. Fund Number and Title Legend

2. Voucher lists

3. Payroll Registers

City of Colton
Fund Number and Title Legend
Fund Title Fund Title
100 GENERAL FUND 701 LLMD #2
150 TREASURERS ACCOUNT GROUP 702 LLMD #1
206 COMMUN ITY CHILD CARE 703 CFO 87-1 DEBT SERV ICE
209 DSF FLY CONSERVATION 704 CFO 87-1 CONSTRUCT ION
210 SPECIAL GAS TAX 707 CFO 88-1 DEBT SERV ICE
211 LIBRARY GRANT FUND 708 CFO 88-1 CONSTRUCTION
212 STATE TRAFFIC RELIEF FUND 709 DSF FLY CONSERVATION
213 S.Y.E.T .P. GRANT 722 STORM WATER
214 POLLUT ION REDUCT ION FUND 733 CFO 89-1 CONSTRUCT ION 215 COMMUNITY DEV ACT FUND 734 CFO 89-2 CONSTRUCT ION
216 CDBG HOUS ING REHAB FUND 744 CFO 89-1 DEBT SERV ICE 217 DRUG/GANG INTERVENTION 745 CFO 89-2 DEBT SERV ICE
218 MEASURE I FUND 750 AQUA MANSA CFO
219 STATE AID- CAPITAL PROJECTS 754 SB COUNTY HOSPITAL
220 Vi Tep 762 TRUST AND AGENCY
225 MISC GRANTS 766 DEFERRED COMPENSAT ION
240 HOST CITY FEES - CIP 781 CFO 90-1 DEBT SERVICE
247 Quimby In Lieu Fees 782 CFO 90-1 CONSTRUCT ION
248 PARK DEVELOPMENT FUND 850 Redeve lopment Obligation Retirement Fund 249 TRAFF IC IMPACT FUND 851 Successor Agency Administration 250 NEW FAC ILITIES DEVELOPMENT FEE 855 Hous ing Auth - RM PARK DEVELOPMENT 251 CIVIC CENTER DEVELOPMENT FEE 856 Housing Auth - RANCHO MED BOND PROCEEDS 252 FIRE FAC ILITY DEVELOPMENT FEE 857 LMI Asset Fund
253 POLICE FACILITY DEVELOPMENT FEE 864 Housing Auth - LOW/MOD BOND PROCEEDS 261 ASSET FORFEITURE 865 Housing Auth - RANCHO MED CHFA 326 AD 94-1 DEBT SERVICE 866 ECONOM IC DEVELOPMENT
332 1971 SEWER BONDS, A & C 867 Consolidation Proj_08 -09 350 PFA Debt Fund 870 Housing Auth - RM PARK OPERAT IONS 357 POB-Non Enterprise 871 Successor Agcy-RANCHO/M ILL PROJECT AREA 358 PENS ION OBLIGATION DEBT SERV ICE 872 Succe ssor Agcy-RANCHO/MILL DEBT SERV ICE 359 CORP YARD DEBT SERV ICE 873 Successor Agcy-RDA II PROJECT FUND 363 1978-2 ASSESSMENT DIST . 874 Housing Auth - LOW/MOD DEBT SERV ICE 364 WATER IMPRVMNT DIST A 875 Housing Auth - LOW/MOD BOND PROCEEDS 379 AD 1979-1 DEBT SERV ICE 876 Successor Agcy-SANTA ANA RIV BND PROCEED 427 AD 94-1 CONSTRUCT ION 877 Successor Agcy-SANTA ANA RIVER CIP 450 Capita l Improvement Project s 878 RDA FIXED ASSETS GROUP 451 Colton Crossing Fund 879 Successor Agcy-WEST VALLEY CIP 453 STREET IMPROVEMENTS PRGM 881 Successor Agcy-MT VERNON BOND PROCEEDS 457 CAP ITAL IMPROVEMENT 882 Successo r Agcy-MT VERNON CIP 469 EQU IPMENT REPLACEMENT 885 Successor Agcy -MT VERNON DEBT SERV ICE 520 ELECTR IC UTILITY 886 RDA ADM INISTRAT ION
521 WATER UTILITY 887 COOLEY RANCH - now 894
522 WAS TEWATER UTILITY 888 MT VERNON - now 882
523 SOLID WASTE 889 WEST VALLEY - now 879
524 CEMETERY 890 Successor Agcy-RDA - LONG TERM DEBT GRP 525 RECYCLING 891 Successo r Agcy-RDA I DEBT SERV ICE FUND 526 PUBLIC BENEFIT FUND 892 Successor Agcy-RDA I - CAP ITAL PROJECTS 527 WASTEWATER UTILITY - GRAND TERRACE 893 Successor Agcy -RDA II DEBT SERV ICE FUND 551 WATER DEVELOPMENT 894 Successor Agcy -COOLEY RANCH PRO JECT 552 SEWER DEVELOPMENT 895 Successor Agcy-COOLEY RANCH DEBT SERV 560 CEMETARY ENDOWMENT CARE 896 SANTA ANA RIVER - now 877 605 Facility & Equipment Maintenance Fund 897 Successor Agcy-SANTA ANA RIVER DEBT SVC 606 INFORMATION SERV ICES FUND 898 Housing Auth - LOW/MOD CAPITAL PROJECTS 607 INSURANCE FUND 899 Successor Agcy-WEST VALLEY PRJ - DBT SV 608 AUTOMOT IVE SHOP 941 GENERAL LONG -TERM DEBT
610 AUTOMOT IVE SHOPS 958 GENERAL FIXED ASSETS
990 GASB 34

Item: 3.

Staff Report

Meeting Date: February 3, 2026
To: City Council
From: Bill Smith, City Manager
Prepared By: Charles Berry, Electric Utility Director
Item Name: Agreements - Southern California Public Power Authority (SCPPA) - Approve Renewable Energy Prepayment Agreements with the Southern California Public Power Authority (SCPPA) to Facilitate Renewable Energy Purchases at Discounted Rates for Colton Electric Utility.

Recommended Action:

Staff recommend that the City Council take the following action:

1. Approve the following interrelated agreements (Prepay Agreements), in substantial form, for participation in a renewable energy prepayment transaction that will create a discount for the City of Colton (“the City”) in its purchase of certain renewable energy:
a. Form of Limited Assignment Agreement (Astoria 2 – Colton LAA) with the Southern California Public Power Authority (“SCPPA”), assigning to SCPPA certain of the City’s rights and obligations to receive and pay for renewable energy and associated resources under the City’s Renewable Power Purchase and Sale Agreement (“Astoria 2 PPA”) with Astoria 2 LLC (“Astoria 2”); b. Form of Limited Assignment Agreement (Kingbird B – Colton LAA) with the Southern California Public Power Authority (“SCPPA”), assigning to SCPPA certain of the City’s rights and obligations to receive and pay for renewable energy and associated resources under the City’s Renewable Power Purchase and Sale Agreement (“Kingbird B PPA”) with Kingbird Solar B, LLC (“Kingbird B”); c. Form of Limited Assignment Agreement (Casa Diablo IV – Colton LAA) with the Southern California Public Power Authority (“SCPPA”), assigning to SCPPA certain of the City’s rights and obligations to receive and pay for renewable energy and associated resources under the City’s Renewable Power Purchase and Sale Agreement (“Casa Diablo IV PPA”) with ORNI 50 LLC (“ORNI 50”); d. A Clean Energy Purchase Contract (“CEPC”) with SCPPA by which SCPPA will sell to the City at discounted prices the prepaid renewable energy and associated

resources generated by the assigned Astoria 2 PPA, Kingbird B PPA, and Casa Diablo IV PPA (together, PPAs) for a term of up to 30 years; e. A Custodial Agreement with J. Aron & Company LLC and U.S. Bank Trust Company, National Association, as custodian, for a term equal to the CEPC’s term, to establish bank accounts for and administer payments to Astoria 2, Kingbird B, and Casa Diablo IV in satisfaction of performance under their respective PPAs;
f. A Project Agreement among SCPPA and all of the prepay Participants, governing the allocation of excess funds at each year-end, and other joint SCPPA/Participant matters.
g. A Letter Agreement with SCPPA for a term equal to the terms of the Astoria 2 – Colton LAA, Kingbird B – Colton LAA, and Casa Diablo IV – Colton LAA (together, LAAs) providing that the parties may terminate the LAAs only upon certain specified events, such as Astoria 2, Kingbird B, or Casa Diablo IV’s termination or suspension of performance under the assigned PPAs; and

2. Authorize the Colton Electric Utility (“CEU”) director or designee to (a) execute and deliver the Prepay Agreements with any de minimis changes that, as determined by General Counsel, do not substantially change the terms and conditions of the Prepay Agreements; (b) execute and deliver any related documents, such as amendments of any of the Prepay Agreements or any agreements necessary to carry out the transactions contemplated by the Prepay Agreements; and (c) take such actions as are necessary or advisable to implement and administer the Prepay Agreements.

Background:

The City of Colton Electric Utility Department continues to progress towards meeting state environmental mandates for increasing renewable power supplies, but to do so in a cost-effective manner. CEU proposes to assign existing resources to SCPPA for the purpose of leveraging its tax-exempt status to achieve cost savings of up to approximately $950,000 per year (approximately $79,000 per month), resulting in total estimated savings of up to approximately $28.5 million over the 30-year term of the agreement. SCPPA is a twelve-member Joint Powers Authority (JPA) comprised of publicly owned utilities and has previously undertaken similar financing for energy price savings for the City of Anaheim.

For CEU to achieve the anticipated savings, SCPPA proposes to issue prepay energy bonds as the tax-exempt financing mechanism, which is allowed by the Internal Revenue Service (“IRS”).

In this prepaid structure, CEU will assign renewable energy power to SCPPA and will agree to buy back the produced energy through a Clean Energy Purchase Contract (“CEPC”). SCPPA will make a prepayment through the bond proceeds for most of the purchase price enabling SCPPA to sell the produced energy back to CEU at per Megawatt-hour (MWh) prices discounted from the prices in the existing power purchase agreement[s].

Issues/Analysis:

It is important to point out that risk mitigation terms via non-recourse bonds, have been fully vetted and incorporated into the prepay energy transaction to protect CEU’s customers. If an adverse event, such as a counterparty’s bankruptcy or interest rate volatility, affects the tax-

exempt financing structure, the existing PPAs and all their respective terms would revert back to CEU. Specific to interest rates, if the discount falls below 5%, CEU has the option of canceling the LAAs and bringing the PPAs back to CEU.

If this option is exercised, the PPAs continue to operate under the original terms without interruption, penalty, or termination cost to CEU. During any transition or unwind period, CEU's financial exposure does not exceed the obligation already in place under the original PPAs, and the only potential impact is the loss of projected future savings.

Three separate renewable power purchase agreements (the Astoria 2, Kingbird B, and Casa Diablo IV PPAs) have been evaluated and, due to their relatively high costs, have been determined to be ideal candidates for savings through tax-exempt bond financing. These involve two solar energy projects (Astoria 2 and Kingbird B) and one Geothermal Project (Casa Diablo IV). These 3 agreements provide 15-26 Megawatts (MW) of power to CEU.

Under this proposal, CEU would assign the PPAs to SCPPA, who would then issue the tax- exempt bonds. With the financing savings, SCPPA would then sell the energy back to CEU at a reduced cost. SCPPA has the ability to leverage its position as a JPA to issue bonds for multiple renewable power purchase agreements. Additionally, other SCPPA members have expressed interest in tax-exempt financing for their energy resources, and CEU has been collaborating with other public utilities to develop a pathway for similar savings.

Other supporting agreements are necessary to complete this transaction. The Custodial Agreement will solely be a clearinghouse for payments and disbursements, similar to a trustee.

The custodian will ensure all payments received and disbursements made are correct and meet the requirements of the respective PPAs. The Letter Agreement with SCPPA modifies the LAAs and limits the parties’ ability to terminate the LAAs to specified events, such as a counterparty’s termination or suspension of performance under the PPA.

This prepay financing structure has been authorized by governing boards for 14 other tax-exempt power agencies in California. These agencies have issued prepay energy bonds to achieve savings between 8-18% off their originally contracted renewable power prices. CEU has monitored similar financing structures to ensure that risks are appropriately mitigated. The prepay energy bonds are non-recourse to the City and CEU. This transaction does not create an explicit or implicit pledge of CEU revenues nor does it constitute debt of the City or CEU.

Savings from the tax-exempt financing will enable CEU to continue investing in renewable energy resources to meet state mandates that require 60% renewable power supplies by 2030 and 100% carbon-free resources by 2045, while minimizing upward rate pressures to customers.

Counterparty credit quality and performance under the prepay structure will be monitored throughout the term of the agreement through SCPPA's pooled credit oversight and internal monitoring consistent with the City's requirements.

Fiscal Impacts:

Potential budget savings are estimated at up to approximately $950,000 annually (or $79,000 per

month), totaling up to approximately $28.5 million over the 30-year term of the agreement.

The estimated savings are net of all administrative fees, custodial costs, remarketing-related expenses, and other transaction-related expenses associated with the prepay structure.

For accounting purposes, the Clean Energy Purchase Contract is expected to be treated as an operating contract rather than a City or Utility debt. Finance will evaluate and disclose the transaction in accordance with any required long-term contractual or derivative-related disclosures.

Alternatives:

Provide alternative direction to Staff.

Attachments:

1. Resolution R-07-26

2. Astoria 2 - Colton LAA

3. Kingbird B - Colton LAA

4. Casa Diablo IV - Colton LAA

5. SCPPA - Clean Energy Purchase Contract

6. SCPPA - Custodial Agreement

7. SCPPA - Letter Agreement

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RESOLUTION NO. R-07-26

A RESOLUTION OF THE CITY COUNCIL OF COLTON, CALIFORNIA (I)

APPROVING LIMITED ASSIGNMENT AGREEMENTS ASSIGNING RIGHTS AND

OBLIGATIONS UNDER CERTAIN POWER PURCHASE AGREEMENTS, EACH

RELATING TO POWER SALES AGREEMENTS BETWEEN THE SOUTHERN

CALIFORNIA PUBLIC POW ER AUTHORITY AND THE CITY OF COLTON, (II)

APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF (A) A

CLEAN ENERGY PURCHASE CONTRACT FOR PREPAID RENEWABLE

ENERGY AND (B) SUPPORTING AGREEMENTS, CONSISTING OF A

CUSTODIAL AGREEMENT, A LETTER AGREEMENT AND A PROJECT
AGREEMENT; AND (III) AUTHORIZING THE CITY OF COLTON’S

PARTICIPATION IN THE TRANSACTIONS CONTEMPLATED BY THE

FOREGOING AGREEMENTS

WHEREAS, the City of Colton, California (“City”) has participated with other members of the Southern California Public Power Authority (“SCPPA”) in examining alternative means by which to finance the purchase of critically necessary renewable energy for compliance with the State of California’s renewable energy requirements and to fulfill the City’s electric generation responsibilities to its citizens; and

WHEREAS, the City has examined and considered the advantages of utilizing a prepayment structure through SCPPA for the financing of renewable energy; and

WHEREAS, the City and SCPPA each independently concluded their examinations of the proposed renewable energy prepayment financing structure and selected a renewable energy supplier, J. Aron & Company LLC (“J. Aron”), to implement the proposal; and

WHEREAS, in connection with such financing, it is contemplated that SCPPA will assign to J. Aron certain rights and obligations in (i) its Power Purchase and Sale Agreement (the “Astoria PPA”) with Re Astoria 2 LLC (“ Astoria”), (ii) its Power Purchase Agreement (the “Kingbird PPA”) with Kingbird Solar B, LLC (“Kingbird”) and (iii) its Power Purchase Agreement (the “Casa Diablo PPA” and together with the Astoria PPA and the Kingbird PPA, the “Assigned PPAs”) with ORNI 50 LLC (“ORNI”), including SCPPA’s right and obligation to purchase electric energy under the Assigned PPAs, all of which assigned rights and obligations relate to Power Sales Agreements between SCPPA and the City; and

WHEREAS, it is contemplated that a Clean Energy Purchase Contract between the City and SCPPA (the “Clean Energy Purchase Contract”) will provide for terms under which the City will pay for and be entitled to the energy provided by SCPPA relating to the Assigned PPAs ; and

WHEREAS, the City desires to participate in the proposed renewable energy prepayment financing structure to finance the purchase of renewable energy, comply with State of California renewable energy requirements, and fulfill its responsibilities to provide reliable electric energy to its citizens, and in connection therewith desires to approve and/or enter into the Prepay Agreements (as defined below).

NOW, THEREFORE BE IT RESOLVED, DETERMINED, AND ORDERED BY THE CITY COUNCIL FOR THE CITY OF COLTON, AS FOLLOWS:

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Section 1 The above recitals are true and correct.

Section 2 In accordance with the laws of the City, the City Council hereby approves, in substantial form, the following seven agreements (collectively, the “Prepay Agreements”), each of which in substantial form is on file with the City Clerk:

• A Limited Assignment Agreement (Astoria – Colton) (the “Astoria LAA”) among Astoria, SCPPA and J. Aron, providing for SCPPA to assign to J. Aron certain of its rights and obligations to receive and pay for renewable energy and associated resources under the Astoria PPA, which rights and obligations related to the Power Sales Agreement, dated as of July 23, 2014, between SCPPA and the City;

• A Limited Assignment Agreement (Kingbird – Colton) (the “Kingbird LAA”) among Kingbird, SCPPA and J. Aron, providing for SCPPA to assign to J. Aron certain of its rights and obligations to receive and pay for renewable energy and associated resources under the Kingbird PPA, which rights and obligations related to the Power Sales Agreement, dated as of September 19, 2013, between SCPPA and the City;

• A Limited Assignment Agreement (Casa Diablo – Colton) (the “Casa Diablo LAA” and together with the Astoria LAA and the Kingbird LAA, the “LAAs”) among ORNI, SCPPA and J. Aron, providing for SCPPA to assign to J. Aron certain of its rights and obligations to receive and pay for renewable energy and associated resources under the Casa Diablo PPA, which rights and obligations related to the Power Sales Agreement, dated as of February 21, 2019, between SCPPA and the City;

• A Clean Energy Purchase Contract with SCPPA by which SCPPA will sell to the City at discounted prices the prepaid renewable energy and associated resources assigned by the LAAs;

• A Custodial Agreement with J. Aron and U.S. Bank Trust Company, National Association, or other such other financial institution selected by J. Aron,, as custodian, to establish bank accounts for and administer payments to Astoria, Kingbird and ORNI in satisfaction of performance under their respective PPAs; and

• A Letter Agreement with SCPPA, providing that the parties may terminate the Limited Assignment Agreements only upon certain specified events.

• A Project Agreement among SCPPA, the City and the other three SCPPA members participating in the prepay transactions (collectively, the “Participants”), governing the allocation of administrative costs and excess funds at each year -end, and other joint SCPPA/Participant matters;

Section 3 The City Council hereby authorizes the City’s Electric Utility and any designee of the Electric Utility Director (each, an “Authorized Officer”) to execute and deliver each of the Prepay Agreements to which the City is a party with such changes, insertions, and omissions as shall be approved by such Authorized Officer (such approval to be conclusively evidenced by such execution.

Section 4 The City Council hereby authorizes the officers, employees and agents of the City’s Electric Utility to execute and deliver any and all other agreements, undertakings, documents,

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and instruments and to do and cause to be done any and all acts and things necessary or advisable for (1) carrying out the transactions contemplated by the Prepay Agreements and this Resolution, including actions needed to facilitate SCPPA in its financing of the prepayment for the City’s benefit, and (2) complying with and performing the City’s obligations under the Prepay Agreements to which the City is a party.

Section 5 This Resolution shall become effective immediately.

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PASSED, APPROVED AND ADOPTED THIS ____ DAY OF _______ 2026.

__________________________________
FRANK J. NAVARRO
Mayor

ATTEST:

__________________________________
STEPHANIE M. VARGAS
Deputy City Clerk

Ormat/SMRH Draft 11.26.25

LIMITED ASSIGNMENT AGREEMENT
(CASA DIABLO–COLTON)

This Limited Assignment Agreement (Casa Diablo –Colton) (this “ Assignment Agreement” or “ Agreement”) is entered into as of [ ⚫], 2025 by and among ORNI 50 LLC, a Delaware limited liability company (“PPA Seller”), Southern California Public Power Authority, joint powers agency and a public entity organized under the laws of the State of California and created under the provisions of the Act and the Joint Powers Agreement (“ PPA Buyer”), and J.

Aron & Company LLC, a New York limited liability company (“ J. Aron”), and relates to that certain Power Purchase Agreement (the “ PPA”) between PPA Buyer and PPA Seller as described on Appendix 1. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Agreement have the meanings set forth in the PPA.

In consideration of the premises above and the mutual covenants and agreements herein set forth, PPA Seller, PPA Buyer and J. Aron (the “ Parties” hereto; each is a “ Party”) agree as follows:

1. Limited Assignment and Delegation.

( a ) PPA Buyer hereby assigns, transfers and conveys to J. Aron all right, title and interest in and to the rights of PPA Buyer under the PPA to receive delivery of the products described on Appendix 1 (the “ Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights may be limited or further described in the “Further Information” section on Appendix 1 (the “ Assigned Product Rights ”). All Assigned Products shall be delivered pursuant to the terms and conditions of the PPA except to the extent amended by this Agreement during the Assignment Period as provided in Appendix 1. All other rights of PPA Buyer under the PPA are expressly reserved for PPA Buyer. PPA Buyer and J. Aron hereby agree that in no e vent shall PPA Seller be deemed to be in breach of any covenant, representation or warranty under the PPA if the assignment, transfer and/or conveyance to J. Aron of all or any portion of the Assigned Products in accordance with this Agreement and/or PPA Seller’s performance of any obligation in accordance with this Agreement results in any failure of a ny portion of the Assigned Products to meet the requirements of the PPA.

( b ) PPA Buyer hereby delegates to J. Aron the obligation to pay the APC Contract Price for all Assigned Products that are actually delivered to J. Aron pursuant to the Assigned Product Rights during the Assignment Period (the “ Delivered Product Payment Obligation ” and together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations ”); provided that (i) all other obligations of PPA Buyer under the PPA are expressly retained by PPA Buyer and PPA Buyer shall be solely responsible for any amounts due to PPA Seller that are not directly related to Assigned Products; and (ii) the Parties acknowledge and agree that PPA Seller will only be obligated to deliver a single consolidated invoice to PPA Buyer during the Assignment Period. To the extent J. Aron and Guarantor (hereinafter defined) each fails to pay the Delivered Product Payment Obligation by the due date for payment set forth in the PPA,

Ormat/SMRH Draft 11.26.25

notwithstanding anything in this Agreement to the contrary, PPA Buyer agrees that it will remain responsible for such Delivered Product Payment Obligation if PPA Seller has first made a claim under the Guaranty (hereinafter defined) and each of J. Aron and Guarantor have failed to cure such non -payment within fifteen (15) calendar days (as defined in the PPA) after PPA Seller’s delivery of notice of such claim to Guarantor, and if such amount is not paid within the later of thirty (30) calendar days (as defined in the PPA) after the due date for payment under the PPA and five (5) Business Days after PPA Seller’s delivery of notice to PPA Buyer of s uch non - payment by J. Aron and Guarantor, such failure will be a Default pursuant to Section

13.1(i) of the PPA.

( c ) J. Aron hereby accepts and agrees and PPA Seller hereby consents to the assignment, transfer, conveyance and delegation described in clauses (a) and (b) above. J. Aron hereby agrees to perform any such Assigned Rights and Obligations due from it during the Assignment Period to the extent expressly set forth in this Agreement.

( d ) PPA Buyer and PPA Seller shall retain all rights and obligations relating to scheduling of Assigned Products and other communications related to the PPA pursuant to the terms of the PPA, and during the Assignment Period PPA Buyer, PPA Seller or any designee thereof as scheduling coordinator under the PPA shall act as J.

Aron’s agent with respect to all scheduling activities associated with the Assigned Products; provided that (i) title to Assigned Products will pass from PPA Seller to J.

Aron upon delivery by PPA Seller of Assigned Products in accordance with the PPA; (ii) PPA Buyer will forward to J. Aron copies of any Force Majeure Notice or notice of a oDefault or default, breach or other occurrence that, if not cured within the applicable grace period, could result in a Default contemporaneously upon delivery thereof to PPA Seller and promptly after receipt thereof from PPA Seller; (iii) PPA Buyer will forward to J. Aron copies of the forecasts provided pursuant to Section

7.3(b) of the PPA; (iv) PPA Buyer will provide to J. Aron copies of all invoices and supporting data relating to the Assigned Products provided by PPA Seller to PPA Buyer pursuant to Section 11.2(b) of the PPA, and any payment adjustments or subsequent reconciliations occurring after the date that is ten (10) days prior to the payment due date for a monthly invoice, including pursuant to Section 11.3 of the PPA, will be resolved solely between PPA Buyer and PPA Seller (and, therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to J. Aron); and (v) PPA Buyer will provide copies to J. Aron of any other information reasonably requested by J. Aron relating to Assigned Product s. To the extent that PPA Seller incurs any additional costs or expenses under the PPA as a result of this clause 1(d), PPA Buyer shall promptly reimburse PPA Seller for such additional costs upon PPA Seller’s delivery of an invoice therefore, together with documentation reasonabl y s upporting t he i nvoiced amount . Notwithstanding any other provision of this Assignment Agreement, PPA

Ormat/SMRH Draft 11.26.25

Seller or P PA S eller’s d esignated t hird p arty shall continue to act as Scheduling Coordinator for the Facility, and this Assignment Agreement shall not affect the provisions of Section 7.2 of the PPA (including with regard to the allocation of CAISO Revenues and CAISO Costs).

( e ) PPA Seller acknowledges that (i) J. Aron intends to immediately transfer title to any Assigned Products received from PPA Seller through one or more intermediaries such that all Assigned Products ultimately will be delivered to the City of Colton, and (ii) J. Aron has the right to purchase receivables due from the City of Colton (“City of Colton Receivables ”). To the extent J. Aron purchases any such City of Colton Receivables, J. Aron may transfer such City of Colton Receivables to PPA Seller and apply the face amount thereof as a reduction to any Delivered Product Payment Obligation; provided, however, that nothing in this clause (e) shall modify PPA Seller’s right to declare a Default pursuant to Section 13.1(i) of the PPA in the event that any portion of the Delivered Product Payment Obligation remains unpaid if PPA Seller has delivered the notices described in Section 1.1(b) above and none of J.

Aron, Guarantor or PPA Buyer cured the non-payment by the final deadline for such payment set forth in Section 1.1(b). Without prejudice to PPA Seller’s right to declare a Default under the PPA in a ccordance with the foregoing or PPA Buyer’s retained payment obligations under Section 1(b) above, PPA Seller shall be entitled to pursue collection on such City of Colton Receivables directly against the City of Colton following the transfer of such City of Colton Receivables by J. Aron to PPA Seller; provided, however, that upon payment to PPA Seller of any such amounts by either of PPA Buyer or the City of Colton, PPA Seller shall have no further claim for such amounts.

( f ) On or before the commencement of the Assignment Period, J. Aron shall cause The Goldman Sachs Group, Inc. (“ Guarantor”) to issue, in favor of PPA Seller, a guaranty of J. Aron’s payment obligations under this Assignment Agreement substantially in the form of Appendix 3 attached hereto (the “ Guaranty”), and PPA Seller shall be entitled to make a demand for payment under the Guaranty if J. Aron fails to pay any portion of the Delivered Product Payment Obligation timely in accordance with this Agreement.

( g ) The Assigned Prepay Quantity set forth in Appendix 2 relates to obligations by and between J. Aron and PPA Buyer and, except as otherwise set forth herein, has no impact on PPA Seller’s rights and obligations under the PPA.

2. Assignment Early Termination.

( a ) The Assignment Period may be terminated early upon the occurrence of any of the following:

Ormat/SMRH Draft 11.26.25

(1) delivery of a written notice of termination by either J. Aron or PPA Buyer to each of the other Parties hereto;

(2) delivery of a written notice of termination by PPA Seller to each of J. Aron, Guarantor and PPA Buyer following the failure of either J. Aron to Guarantor to pay any Delivered Product Payment Obligation within fifteen (15) days after PPA Seller has made a claim under the Guaranty for payment of such Delivered Product Payment Obligation;

(3) delivery of a written notice by PPA Seller if any of the following events (each a “ Bankruptcy Event ”) occurs with respect to J. Aron, Guarantor or PPA Buyer: (i) it (A) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of it or of all or a substantial part of its property, (B) admits in writing its inability, or is generally unable to pay its debts as they become due, (C) makes a general assignment for the benefit of its creditors, (D) commences a voluntary case under any bankruptcy, reorganization, debt arrangement, insolvency, or receivership law (“ Bankruptcy Law ”), (E) files a petition seeking to take advantage of any other Bankruptcy Law, (F) acquiesces in writing to, any petition filed against it in an involuntary case under any Bankruptcy Law, (G) takes any action for the purpose of effecting any of acts or occurrences described in foregoing clauses (A) -(F); or (ii) a proceeding or case is commenced, without its application or consent, in any court of competent jurisdiction, seeking (A) the liquidation, reorganization, dissolution, winding - up, or composition or adjustment of its debts, (B) the appointment of a trustee, receiver, custodian, liquidator or the like, of it or of all or any substantial part of its assets, or (C) similar relief in respect of it under any Bankruptcy Law, and with regard to any of the foregoing, such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of sixty (60) days from commencement of such proceeding or case or the date of such order, judgment or decree;

(4) delivery of a written notice by J. Aron if any Bankruptcy Event occurs with respect to (i) PPA Seller or (ii) the issuer of a letter of credit delivered pursuant to the PPA if PPA Seller fails to post a replacement letter of credit timely in accordance with Section 6.9(f) of the PPA; or

(5) delivery of a written notice by PPA Seller if Guarantor ceases to have a credit rating of equal to or greater than Baa3 from Moody’s and BBB- from S&P, or

Ormat/SMRH Draft 11.26.25

the Guaranty ceases to be in full force and effect, or Guarantor repudiates, disaffirms, disclaims, rejects or challenges the validity of the Guaranty (whether in whole or in part).

( b ) The Assignment Period will end at the end of the last delivery hour on the date specified in the termination notice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such notice is delivered if termination is pursuant to clause (a)(1) or (a)(2) above. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the early termination of the Assignment Period, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.

( c ) The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from J.

Aron to PPA Buyer upon the expiration of or early termination of the PPA, provided that (i) J. Aron (and Guarantor pursuant to the terms of the Guaranty) shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.

( d ) The Assignment Period will automatically terminate upon delivery by Guarantor of a notice of termination of the Guaranty. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the termination of the Assignment Period, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.

3. Representations and Warranties. As of the date hereof, PPA Seller and PPA Buyer represent and warrant to J. Aron, each with respect to itself, that (a) the PPA is in full force and effect; (b) to the best of its knowledge, no event or circumstance exists (or would exist with the passage of time or the giving of notice) that would give either of them the right to terminate the PPA or suspend performance thereunder; and (c) to such Party’s knowledge, all of its material obligations under the PPA required to be performed on or before the date hereof have been fulfilled in all material respects.

Ormat/SMRH Draft 11.26.25

4. Notices. Any notice, demand, or request required or authorized by this Assignment Agreement to be given by one Party to another Party shall be delivered in accordance with Section 14.2 of the PPA and to the addresses of each of PPA Seller and PPA Buyer specified in the PPA or as changed pursuant to a notice delivered in accordance with Section 14.2 of the PPA. PPA Buyer agrees to notify J. Aron of any updates to such notice information, including any updates provided by PPA Seller to PPA Buyer. Notices to J. Aron shall be provided to the following address, as such address may be updated by J. Aron from time to time by notice to the other Parties:

J. Aron & Company LLC
200 West Street
New York, New York 10282-2198
Email: [email protected]

5. Miscellaneous. Sections 12.1 (Representations and Warranties of Buyer), 14.3 (Dispute Resolution) (except that the reference to Section 14.3(d) of the PPA shall refer to Section 7(b) of this Assignment Agreement)), 14.14 (Execution in Counterparts), 14.16 (Waiver), 14.17 (Relationship of the Parties), 14.19 (Damage or Destruction; Insurance; Condemnation; Limit of Liability), 14.20 (Severability), 14.21 (Confidentiality), 14.22 (Mobile -Sierra), and 14.24 (Service Contract and Forward Contract) of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein.

6. U.S. Resolution Stay Provisions.

( a ) As between J. Aron and PPA Buyer, J. Aron and PPA Buyer hereby confirm that they are adherents to the ISDA 2018 U.S. Resolution Stay Protocol (“ ISDA U.S. Stay Protocol”), the terms of the ISDA U.S. Stay Protocol are incorporated into and form a part of this Assignment Agreement, and for the purposes of such incorporation, (i) J. Aron shall be deemed to be a Regulated Entity, (ii) PPA Buyer shall be deemed to be an Adhering Party, and (iii) this Assignment Agreement shall be deemed a Protocol Covered Agreement. In the event of any inconsistencies between this Assignment Agreement and the ISDA U.S. Stay Protocol, the ISDA U.S. Stay Protocol will prevail.

( b ) As between J. Aron and PPA Seller:

1. In the event that J. Aron becomes subject to a proceeding under (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder or (ii) Title II of the Dodd -Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “ U.S. Special Resolution Regime”) the transfer from J. Aron of this Agreement, and any interest and obligation in or under, and any property securing, this Agreement, will be effective to the same extent as the transfer would be effective under the U.S.

Special Resolution Regime if this Agreement, and any interest and obligation in or under, and any property securing, this Agreement were governed by the laws of the United States or a state of the United States.

Ormat/SMRH Draft 11.26.25

2. In the event that J. Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable and as amended (“ Default Right”)) under this Agreement that may be exercised against J. Aron are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

( c ) Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry into Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that:

1. PPA Seller shall not be permitted to exercise any Default Right with respect to this Agreement or any Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of J. Aron becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an “ Insolvency Proceeding”), except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable and as amended; and

2. Nothing in this Agreement shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of J. Aron becoming subject to an Insolvency Proceeding, unless the transfer would result in PPA Seller being the beneficiary of such Affiliate Credit Enhancement in violation of any law applicable to PPA Seller.

( d ) U.S. Protocol . If PPA Seller adheres to the ISDA 2018 U.S. Resolution Stay Protocol, as published by the International Swaps and Derivatives Association, Inc. as of July 31, 2018 (the “ ISDA U.S. Protocol ”), after the date of this Agreement, the terms of the ISDA U.S. Protocol will supersede and replace the terms of this Section

6. ( e ) For purposes of this Section 6:

1. “Affiliate” is defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); and

“Credit Enhancement” means any credit enhancement or credit support arrangement in support of the obligations of J. Aron under or with respect to this Agreement, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.

Ormat/SMRH Draft 11.26.25

7. Governing Law, Jurisdiction, Waiver of Jury Trial.

( a ) Governing Law. This Assignment Agreement and the rights and duties of the Parties under this Assignment Agreement will be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to conflicts of law principles.

( b ) Jurisdiction. All judicial proceedings arising out of or relating to this Assignment Agreement and involving J. Aron shall be brought exclusively in a federal court in the County of Los Angeles in the State of California to the maximum extent permitted by federal jurisdiction and otherwise in any court within the County of Los Angeles with jurisdiction over the matter, and each Party consents to such jurisdiction.

All judicial proceedings arising out of or relating to this Assignment Agreement and only involving PPA Buyer and PPA Seller shall be brought exclusively in a state or federal court in the County of Los Angeles in the State of California, and each Party consents to such jurisdiction.

The Parties irrevocably agree to submit to the exclusive jurisdiction of the respective aforementioned courts in the State of California and waive any defense of forum non conveniens.

( c ) Waiver of Right to Trial by Jury. Each Party waives, to the fullest extent permitted by applicable law and provided in the PPA for disputes thereunder, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Assignment Agreement.

8. PPA Seller’s Costs and Expenses . PPA Buyer shall be responsible for PPA Seller’s reasonable costs and expenses associated with the review, execution and delivery of this Agreement and any documents associated herewith, including without limitation reasonable attorneys’ fees. PPA Buyer shall pay such amounts promptly upon PPA Seller’s delivery of an invoice therefore, together with documentation reasonably supporting the invoiced amount.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the Parties have executed this Limited Assignment Agreement (Casa Diablo–Colton) effective as of the date first set forth above.

ORNI 50 LLC

By:

Name:

Title:

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY

By:

Name:

Title:

J. ARON & COMPANY LLC

By:

Name:

Title:

JANY-Sidley Draft 09.04.25

Appendix 1

Assigned Rights and Obligations

“PPA” means that certain Power Purchase Agreement dated February 21, 2019, by and between ORNI 50 LLC, a Delaware limited liability company and Southern California Public Power Authority, as amended from time to time.

“Assignment Period” means the period beginning on [ ⚫] and extending through and including [⚫], provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 of this Assignment Agreement and ( ii) the end of the Delivery Term under the PPA; provided that applicable provisions of this Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obligations or responsibilities of the Parties arising prior to the termination.

“Assigned Products” includes (1) Facility Energy during the Assignment Period; and (2) and Environmental Attributes associated with such Facility Energy during the Assignment Period; provided, however that the following are expressly excluded from Assigned Products and any and all rights and obligations with respect to the following shall remain with the PPA Buyer:

Capacity Rights and any other capacity, products, services and/or attributes (other than as provided in clauses (1) and (2) above) which are or can be produced by or associated with the Facility.

APC Contract Price: $[⚫]/MWh

Assigned Prepay Quantity: As set forth in Appendix 2; provided that (i) all Assigned Products shall be delivered pursuant to the Assignment Agreement during the Assignment Period as provided in this Appendix 1, and (ii) the Assigned Prepay Quantity is defined for the convenience
of PPA Buyer and J. Aron and shall have no impact on the obligations of the PPA Seller under the
Assignment Agreement.

Further Information: PPA Seller shall continue to transfer the WREGIS Certificates associated with all Renewable Energy Credits corresponding to all Facility Energy under the PPA pursuant to Section 8.4 of the PPA, provided that the transferee of such WREGIS Certificates may be changed from time to time in accordance with the written instructions of both J. Aron and PPA Buyer upon twenty (20) Business Days’ (as defined in the PPA) notice, which change shall be effective as of the first day of the next calendar month, unless otherwise agreed. All Assigned Products delivered by PPA Seller to J. Aron shall be a sale made at wholesale, with J. Aron reselling all such Assigned Products.

JANY-Sidley Draft 09.04.25

Appendix 2
Assigned Prepay Quantity
[NOTE: To be set forth in a monthly volume schedule.]

Appendix 3

Form of GSG Guaranty

DATE

NAME

ADDRESS

Attention:

Ladies and Gentlemen:

For value received, The Goldman Sachs Group, Inc. (the “Guarantor”), a corporation duly organized under the laws of the State of Delaware, hereby unconditionally guarantees the prompt and complete payment when due, whether by acceleration or otherwise, of all obligations and liabilities, whether now in existence or hereafter arising, of J. Aron & Company LLC, a subsidiary of the Guarantor and a limited liability company duly organized under the laws of the State of New York (the “Company”), to ORNI 50 LLC (the “Counterparty”) arising out of or under the Limited Assignment Agreement (Casa Diablo Colton) among the Company, the Counterparty and Southern California Public Power Authority dated as of [⚫], 2025. This Guaranty is one of payment and not of collection.

The Guarantor hereby waives notice of acceptance of this Guaranty and notice of any obligation or liability to which it may apply, and waives presentment, demand for payment, protest, notice of dishonor or non -payment of any such obligation or liability, suit or the taking of other action by Counterparty against, and any other notice to, the Company, the Guarantor or others.

Counterparty may at any time and from time to time without notice to or consent of the Guarantor and without impairing or releasing the guaranteed obligations of the Guarantor hereunder: (1) agree with the Company to make any change in the terms of any obligation or liability of the Company to Counterparty, (2) take or fail to take any action of any kind in respect of any security for any obligation or liability of the Company to Counterparty, (3) exercise or refrain from exercising any rights against the Company or others, or (4) compromise or subordinate any obligation or liability of the Company to Counterparty including any security therefor. Any other suretyship defenses are hereby waived by the Guarantor.

This Guaranty shall continue in full force and effect until the opening of business on the fifth business day after Counterparty receives written notice of termination from the Guarantor. It is understood and agreed, however, that notwithstanding any such termination this Guaranty shall continue in full force and effect with respect to the obligations and liabilities set forth above which shall have been incurred prior to such termination.

12 4907-2748-8793v.9

The Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the guaranteed obligations, or interest thereon is rescinded or must otherwise be restored or returned by the Counterparty upon the bankruptcy, insolvency, dissolution or reorganization of the Company.

No failure on the part of the Counterparty to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Counterparty of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Notwithstanding anything in this Guaranty to the contrary, this Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time, either before or after the termination hereof, payment of the obligations or liabilities guaranteed pursuant to this Guaranty, or any part thereof, is rescinded or must otherwise be returned by Counterparty for any reason, including without limitation upon the insolvency, bankruptcy or reorganization of the Company or the Guarantor, all as though such payment had not been made.

Except as to applicable statutes of limitation, Guarantor hereby agrees that no delay of Counterparty in the exercise of, or failure to exercise, any rights hereunder shall operate as a waiver of such rights, a waiver of any other rights or a release of Guarantor from any obligations hereunder.

No term or provision of this Guaranty shall be amended, modified, altered, waived or supplemented except in a writing signed by Guarantor and Counterparty.

The Guarantor hereby represents as follows:

(a) The Guarantor is duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full power and authority to execute and deliver this Guaranty.

(b) The execution and delivery of this Guaranty have been and remain duly authorized by all necessary action and do not contravene any provision of the Guarantor’s certificate of incorporation or by-laws, as amended to date, or any law, regulation, decree, order, judgment, resolution or any contractual restriction binding on the Guarantor or its assets that could affect, in a materially adverse manner, the ability of the Guarantor to perform any of its obligations hereunder.

(c) All consents, licenses, clearances, authorizations, and approvals of, and registration and declarations with, any governmental or regulatory authority necessary for the due execution and delivery of this Guaranty have been obtained and remain in full force and effect and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental or regulatory authority is required in connection with the execution or delivery of this Guaranty.

(d) This Guaranty constitutes the legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with all of its terms and conditions (subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally). The enforceability of the Guarantor’s obligations is

13 4907-2748-8793v.9

also subject to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

The Guarantor may not assign its rights nor delegate its obligations under this Guaranty, in whole or in part, without prior written consent of the Counterparty, and any purported assignment or delegation absent such consent is void, except for (i) an assignment and delegation of all of the Guarantor’s rights and obligations hereunder in whatever form the Guarantor determines may be appropriate to a partnership, corporation, trust or other organization in whatever form that succeeds to all or substantially all of the Guarantor’s assets and business and that assumes such obligations by contract, operation of law or otherwise, and (ii) the Guarantor may transfer this Guaranty or any interest or obligation of the Guarantor in or under this Guaranty, or any property securing this Guaranty, to another entity as transferee as part of the resolution, restructuring or reorganization of the Guarantor upon or following the Guarantor becoming subject to a receivership, insolvency, liquidation, resolution or similar proceeding. Upon any such delegation and assumption or transfer of obligations, the Guarantor shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption or transfer.

THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

GUARANTOR AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS

LOCATED IN THE STATE OF NEW YORK, UNITED STATES OF AMERICA, OVER ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTY.

In the event the Guarantor becomes subject to a proceeding under the Federal Deposit Insurance Act or Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together, the “U.S. Special Resolution Regimes”), the transfer of this Guaranty, and any interest and obligation in or under, and any property securing, this Guaranty, from the Guarantor will be effective to the same extent as the transfer would be effective under such U.S. Special Resolution Regime if this Guaranty, and any interest and obligation in or under this Guaranty, were governed by the laws of the United States or a state of the United States. In the event the Company or the Guarantor, or any of their affiliates, becomes subject to a U.S. Special Resolution Regime, default rights against the Company or the Guarantor with respect to this Guaranty are permitted to be exercised to no greater extent than such default rights could be exercised under such U.S. Special Resolution Regime if this Guaranty was governed by the laws of the United States or a state of the United States.

Very truly yours,

THE GOLDMAN SACHS GROUP, INC.

14 4907-2748-8793v.9

SM Draft 11 December 2025

CLEAN ENERGY PURCHASE CONTRACT1
between

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
and

CITY OF COLTON
Dated as of [_____], 2026

1 NTD: To streamline negotiations, we have created a generic form for review and comment by the working group. Once agreed upon, we will replicate this for each of the four Project Participants.

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TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS ........................................................................................................2 Section 1.1 Defined Terms ................................................................................................2 Section 1.2 Definitions; Interpretation .............................................................................13 ARTICLE II. DELIVERY PERIOD; NATURE OF CLEAN ENERGY PROJECT; CONDITION PRECEDENT ........................................................................13 Section 2.1 Delivery Period .............................................................................................13 Section 2.2 Condition Precedent ......................................................................................13 Section 2.3 Pledge of this Agreement ..............................................................................13 ARTICLE III. SALE AND PURCHASE; PRICING ...............................................................14 Section 3.1 Sale and Purchase of Product ........................................................................14 Section 3.2 Purchaser Payments ......................................................................................14 Section 3.3 Annual Refund ..............................................................................................15 Section 3.4 Reset Period Remarketing.............................................................................15 Section 3.5 Limited Obligation to Take Base Quantities ................................................17 Section 3.6 Partial Suspension of Issuer Assigned PPA PSAs ........................................17 ARTICLE IV. FAILURE TO SCHEDULE PRODUCT .........................................................17 Section 4.1 Issuer’s Failure to Schedule Base Quantity (Not Due to Force Majeure) ........................................................................................................17 Section 4.2 Purchaser’s Failure to Schedule or Receive Base Quantities (Not Due to Force Majeure) ..................................................................................18 Section 4.3 Assigned Product ..........................................................................................18 Section 4.4 Sole Remedies ...............................................................................................18 ARTICLE V. DELIVERY POINTS; SCHEDULING .............................................................18 Section 5.1 Delivery Points..............................................................................................18 Section 5.2 Transmission and Scheduling .......................................................................19 Section 5.3 Title and Risk of Loss ...................................................................................19 Section 5.4 Communications Protocol .............................................................................19 Section 5.5 Deliveries within CAISO or another Balancing Authority ...........................19

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Section 5.6 Assigned Products .........................................................................................20 ARTICLE VI. ASSIGNMENT OF POWER PURCHASE AGREEMENTS ........................20 Section 6.1 Assignments Generally .................................................................................20 Section 6.2 Failure to Obtain EPS Compliant Energy .....................................................22 Section 6.3 Early Termination of Assignment Periods and Updates to Exhibits ............22 Section 6.4 J. Aron Non-Payment to APC Party .............................................................23 ARTICLE VII. USE OF PRODUCT .........................................................................................23 Section 7.1 Tax Exempt Status of the Bonds ...................................................................23 Section 7.2 Priority Products ...........................................................................................24 Section 7.3 Assistance with Sales to Third Parties ..........................................................24 Section 7.4 Qualifying Use ..............................................................................................25 Section 7.5 Remediation ..................................................................................................25 Section 7.6 Remediation; Ledger Entries; Redemption ...................................................26 ARTICLE VIII. REPRESENTATIONS AND WARRANTIES; ADDITIONAL COVENANTS ................................................................................................26 Section 8.1 Representations and Warranties ....................................................................26 Section 8.2 Warranty of Title...........................................................................................28 Section 8.3 Disclaimer of Warranties ..............................................................................28 Section 8.4 Continuing Disclosure ..................................................................................28 ARTICLE IX. TAXES.................................................................................................................28 ARTICLE X. JURISDICTION ..................................................................................................29 ARTICLE XI. FORCE MAJEURE ...........................................................................................29 Section 11.1 Applicability of Force Majeure .....................................................................29 Section 11.2 Settlement of Labor Disputes........................................................................29 ARTICLE XII. GOVERNMENTAL RULES AND REGULATIONS ...................................30 Section 12.1 Compliance with Laws .................................................................................30 Section 12.2 Contests .........................................................................................................30 Section 12.3 Defense of Agreement ..................................................................................30

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ARTICLE XIII. ASSIGNMENT ................................................................................................30 ARTICLE XIV. PAYMENTS.....................................................................................................31 Section 14.1 Monthly Statements ......................................................................................31 Section 14.2 Payments .......................................................................................................32 Section 14.3 Payment of Disputed Amounts .....................................................................33 Section 14.4 Late Payment ................................................................................................33 Section 14.5 Audit; Adjustments .......................................................................................33 Section 14.6 Netting; No Set-Off.......................................................................................34 Section 14.7 Source of Purchaser’s Payments ...................................................................34 Section 14.8 Rate Covenant ...............................................................................................34 Section 14.9 Pledge of Utility Revenues ...........................................................................34 Section 14.10 Financial Responsibility................................................................................35 ARTICLE XV. [RESERVED] ....................................................................................................35 ARTICLE XVI. NOTICES .........................................................................................................35 ARTICLE XVII. DEFAULT; REMEDIES; TERMINATION ...............................................35 Section 17.1 Issuer Default ................................................................................................35 Section 17.2 Purchaser Default ..........................................................................................36 Section 17.3 Remedies Upon Default ................................................................................36 Section 17.4 Termination of Master Power Supply Agreement; Failed Bond Remarketing ..................................................................................................38 Section 17.5 Limitation on Damages .................................................................................38 ARTICLE XVIII. MISCELLANEOUS .....................................................................................39 Section 18.1 Indemnification Procedure. ...........................................................................39 Section 18.2 Deliveries ......................................................................................................39 Section 18.3 Entirety; Amendments ..................................................................................39 Section 18.4 Governing Law .............................................................................................40 Section 18.5 Non-Waiver...................................................................................................40 Section 18.6 Severability ...................................................................................................40 Section 18.7 Exhibits .........................................................................................................40 Section 18.8 Winding Up Arrangements ...........................................................................40 Section 18.9 Relationship of Parties ..................................................................................40

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Section 18.10 Immunity .......................................................................................................40 Section 18.11 Rates and Indices ..........................................................................................41 Section 18.12 Limitation of Liability...................................................................................41 Section 18.13 Counterparts ..................................................................................................41 Section 18.14 Third Party Beneficiaries; Rights of Trustee ................................................41 Section 18.15 Waiver of Defenses .......................................................................................41 Section 18.16 Rate Changes ................................................................................................41

Exhibit A-1 — Base Quantities; Base Delivery Points; Commodity Reference Prices Exhibit A-2 — Assigned Rights and Obligations
Exhibit B — Notices
Exhibit C — Remarketing Election Notice
Exhibit D — Form of Federal Tax Certificate
Exhibit E — Purchaser’s Opinion of Counsel
Exhibit F — Forms of Issuer Assignment Agreement and Purchaser Assignment Agreement Exhibit G — Communications Protocol
Exhibit H — Pricing and Other Terms
Exhibit I — Form of Remediation Certificate

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CLEAN ENERGY PURCHASE CONTRACT
This Clean Energy Purchase Contract (this “Agreement”) is made and entered into as of [_____] , 2026 (the “Execution Date”), by and between Southern California Public Power Authority, a joint powers authority organized pursuant to the laws of the State of California (“Issuer”) and City of Colton, a municipal corporation organized and existing under the Laws of the State of California (“Purchaser”).

W I T N E S S E T H:

WHEREAS, Issuer has planned and developed a project (the “ Clean Energy Project”) to acquire long-term supplies of Product from Aron Energy Prepay 51 LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Prepay LLC”) and a wholly-owned subsidiary of The Goldman Sachs Group, Inc., pursuant to a Master Power Supply Agreement, dated as of [_____], 2026 (the “Master Power Supply Agreement”), to meet a portion of the Product supply requirements of Purchaser;
WHEREAS, Purchaser desires to enter into an agreement with Issuer for the purchase of Product acquired by the Issuer under the Clean Energy Project; WHEREAS, Issuer will finance its payment for Product under, and the other costs of, the Clean Energy Project by issuing Bonds;
WHEREAS, Purchaser owns and operates an electric utility under authority of the laws of the State of California for the transmission, distribution, sale, and delivery of Product to retail electric consumers within its service area;
WHEREAS, Purchaser is agreeable to purchasing a portion of its Product requirements from Issuer under the terms and conditions set forth in this Agreement, and Issuer is agreeable to selling to Purchaser such supplies of Product under the terms and conditions set forth in this Agreement;
WHEREAS, in connection herewith and subject to the terms hereof , Issuer at the request of Purchaser is assigning and in the future may assign to J. Aron (as defined below) certain Assigned Rights and Obligations (as defined below), including the right to receive Assigned Product (as defined below), which Assigned Product will be resold to Prepay LLC under the Electricity Sale and Service Agreement, then resold to Issuer under the Master Power Supply Agreement, and then resold to Purchaser hereunder; and
WHEREAS, as a condition precedent to the effectiveness of the Parties’ obligations under this Agreement, Issuer shall have entered into the Master Power Supply Agreement and shall have issued the Bonds.

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NOW, THEREFORE, in consideration of the premises above and the mutual covenants and agreements herein set forth, Issuer and Purchaser (the “ Parties” hereto; each is a “Party”) agree as follows:

ARTICLE I.

DEFINITIONS
Section 1.1 Defined Terms . The following terms, when used in this Agreement (including the preamble or recitals to this Agreement ) and identified by the capitalization of the first letter thereof, have the respective meanings set forth below, unless the context otherwise requires:
“Administrative Fee” means the amount per MWh specified as such in Exhibit H. “Affiliate” means, with respect to either Party , any entity which is a direct or indirect parent or subsidiary of such Party or which directly or indirectly (i) owns or controls such Party, (ii) is owned or controlled by such Party, or (iii) is under common ownership or control with such Party. For purposes of this definition, “ control” of an entity means the power, directly or indirectly, either to (a) vote 50% or more of the securities having ordinary voting power for the election of directors or Persons performing similar functions or (b) direct or cause the direction of the management and policies, whether by contract or otherwise. “Agreement” has the meaning specified in the preamble and shall include exhibits, recitals and attachments referenced herein and attached hereto. “Alternate Delivery Point” has the meaning specified in Section 5.1(a). “Annual Refund” means the annual refund, if any, to be provided to the Purchaser and calculated pursuant to the procedures specified in Section 3.3. “APC Contract Price” for Assigned Prepay Quantities to be delivered under any Assigned PPA means (i) the fixed prices specified in Exhibit A-2 as of the date hereof with respect to such Assigned PPA for the Initial Assignment Period therefor and (ii) the Day-Ahead Average Price if the Assignment Period for such Assigned PPA is not an Initial Assignment Period. “APC Party” means, for any Assigned Product, the seller of such Assigned Product under an Assigned PPA.
“Assignable Power Contract” has the meaning specified in Section 6.1. “Assigned Delivery Point ” means, with respect to any Assigned Energy, the Assigned Delivery Point as set forth in the relevant Assignment Agreement. “Assigned Energy” means any Energy, including Energy associated with PCC1 Product and Long -Term PCC1 Product , to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.

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“Assigned PAYGO Product” means, for any Month with respect to an Assigned PPA, the amount, if any, by which the total quantity of Assigned Product delivered under such Assigned PPA in such Month exceeds the Assigned Prepay Quantity for such Assigned PPA for such Month. For further clarity, any Assigned Product s delivered during an Assignment Period that are associated with Energy delivered under the applicable Assigned PPA prior to the Assignment Period shall constitute Assigned PAYGO Product. “Assigned PPA” means any power purchase agreement (or the limited interests thereunder) that is assigned by Issuer to J. Aron pursuant to an Issuer Assignment Agreement in accordance with the terms of this Agreement. For the avoidance of doubt, if only a portion of Issuer’s right and obligation to purchase Product under a power purchase agreement is assigned to J. Aron pursuant to an Issuer Assignment Agreement, “Assigned PPA” means only the portion of such rights and obligations so assigned.
“Assigned Prepay Quantity” means, for any Month and any Assigned PPA, the quantity of Product prepaid for such Assigned PPA for such Month as set forth in Exhibit A -2 (which Exhibit A-2 is subject to adjustment under the circumstances specified in Section 6.3). “Assigned Product” means, as applicable, PCC1 Product , Long- Term PCC1 Product, Assigned Energy, Assigned RECs and any other Product included in an Assignment Agreement, provided that Assigned Products may not in any case include capacity. “Assigned Quantity” means, with respect to each Assigned PPA and each Month during the Assignment Period therefor, the quantity of Assigned Energy delivered pursuant to such Assigned PPA consistent with the terms of the applicable Assigned Rights and Obligations in connection with the Assigned Product during such Month. “Assigned RECs” means any RECs associated with PCC1 Product or Long-Term PCC1 Product to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.
“Assigned Rights and Obligations” has the meaning specified in Section 6.1. “Assignment Period” for any Assigned Rights and Obligations and Assigned PPA has the meaning specified in the applicable Issuer Assignment Agreement. “Available Discount Percentage ” has t he meaning specified in the Re -Pricing Agreement. For the avoidance of doubt, the “Available Discount Percentage” under the Re-Pricing Agreement includes the Monthly Discount Percentage, as well as additional discounting expected to be made available through the Annual Refund.
“Balancing Authority” has the meaning specified in the CAISO Tariff. “Base Delivery Point” means (i) the CAISO delivery point set forth in Exhibit A-1 (the “Primary Delivery Point ”) or (ii) any other CAISO delivery point (an “ Alternate Delivery

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Point”) that has been mutually agreed by Issuer and Prepay LLC under the terms of the Master Power Sale Agreement and by Purchaser hereunder.
“Base Product” means Firm (LD) Energy delivered to the Base Delivery Point. “Base Quantity” means, with respect to each Delivery Hour during the Delivery Period, the Base Unadjusted Quantity for such Delivery Hour less the total of the Base Quantity Reductions for such Delivery Hour, each as set forth on Exhibit A-1, as Exhibit A-1 may be revised pursuant to Article VI; provided that, for the avoidance of doubt, there shall be no Base Quantities under this Agreement following the end of the Delivery Period. “Base Quantity Reduction” attributable to an Assigned PPA means, with respect to each Delivery Hour during the Delivery Period , the “Base Quantity Reduction” of Base Product (in MWh) for such Assigned PPA set forth for such Delivery Hour on Exhibit A-1, as Exhibit A- 1 may be revised pursuant to Article VI.
“Base Unadjusted Quantity” means, with respect to each Delivery Hour during the Delivery Period, the “Base Unadjusted Q uantity” (in MWh) set forth for such Delivery Hour on Exhibit A-1.
“Bond Closing Date” means the date on which Bonds are first issued pursuant to the Bond Indenture.
“Bond Indenture ” means (i) the Trust Indenture to be entered into prior to the commencement of the Delivery Period between Issuer and the Trustee, and (ii) any trust indenture entered into in connection with the commencement of any Interest Rate Period after the initial Interest Rate Period between Issuer and the Trustee containing substantially the same terms as the indenture described in clause (i) and which is intended to replace the indenture described in clause (i) as of the commencement of such Interest Rate Period. “Bonds” means the bonds issued pursuant to the Bond Indenture. “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a Federal Reserve Bank Holiday, (iii) any other day on which commercial banks generally in either New York, New York or the State of California are authorized or required by Law to close, or (iv) any day excluded from “Business Day” as therein defined, pursuant to the Bond Indenture. “CAISO” means California Independent System Operator or its successor. “CAISO Tariff” means CAISO’s FERC-approved tariff, as modified, amended or supplemented from time to time.
“Calculation Agent” has the meaning specified in the Re-Pricing Agreement. “California Long- Term Contracting Requirements ” means the long -term contracting requirement set forth in the Clean Energy and Pollution Reduction Act of 2015 (SB

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350), as may be modified by subsequent decision of the California Energy Commission or by other Law.
“CEC” means California’s State Energy Resources Conservation and Development Commission, also known as the California Energy Commission, and any successor agency thereto. “Claiming Party” has the meaning specified in Section 11.1. “Claims” means all claims or actions, threatened or filed, that directly or indirectly relate to the indemnities provided herein, and the resulting losses, damages, expenses, attorneys’ fees, experts’ fees, and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement. “Clean Energy Project” has the meaning specified in the recitals. “Code” means the Internal Revenue Code of 1986, as amended. “Commercially Reasonable” or “Commercially Reasonable Efforts ” means, with respect to any purchase or sale or other action required to be made, attempted or taken by a Party under this Agreement , such efforts as a reasonably prudent Person would undertake for the protection of its own interest under the conditions affecting such purchase or sale or other action, including without limitation, the amount of notice of the need to take such action, the duration and type of the purchase or sale or other action, the competitive environment in which such purchase or sale or other action occurs, and the risk to the Party required to take such action. “Commodity Reference Price” means either (i ) the Day-Ahead Market Price, or (ii) the Real-Time Market Price, as applicable.
“Contract Price” means (i) with respect to the Base Product and any Delivery Hour, (A) the Day-Ahead Market Price for such Delivery Hour at the Base Delivery Point less (B) the product of the Fixed Price for Base Quantities multiplied by the Monthly Discount Percentage; (ii) with respect to Assigned Prepay Quantities during the Initial Assignment Periods, (A) the applicable APC Contract Price(s) multiplied by (B) the result of 100% less the Monthly Discount Percentage, (iii) with respect to Assigned Prepay Quantities outsid e of the Initial Assignment Periods, (A) the APC Contract Price less (B) the product of the (x) the difference between (I) the Fixed Price for Assigned Prepay Quantities outside of the Initial Assignment Periods and (II) $[____]/MWh
2, multiplied by (y) the Monthly Discount Percentage ; and (iii) with respect to Assigned PAYGO Product delivered pursuant to an Assigned PPA, the applicable contract price(s) then in effect under the applicable Assigned PPA(s) with respect to Energy.

2 NTD: This will be a $/MWh amount that adjusts for swap fees incurred as a result of activation of the swaps.

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“Day” means each period of 24 consecutive Hours commencing at the Hour ending at 01:00 (LPT) through the Hour ending at 24:00 (LPT).
“Day-Ahead Average Price” means, for any Assigned Products after the Initial Assignment Periods, the result of (i) (x) the sum of the Day-Ahead Market Prices for each Pricing Interval in a Month, divided by (y) the number of Pricing Intervals in such Month; plus (ii) $[____]/MWh. As used in this definition, “Pricing Interval” means the unit of time for which CAISO establishes a separate price.
“Day-Ahead Market Price” has the meaning specified on Exhibit A -1 for each Delivery Point.
“Default Rate” means, as of any date of determination, the lesser of (a) the sum of (i) the rate of interest per annum quoted in The Wall Street Journal (Eastern Edition ) under the “Money Rates” section as the “Prime Rate” for such date of determination, plus (ii) two percent per annum, or (b) if a lower maximum rate is imposed by applicable Law, such maximum lawful rate.
“Delivery Hour” has the meaning specified in Exhibit A-1. “Delivery Period” has the meaning specified in Exhibit H. “Delivery Point” means the Base Delivery Point or an Assigned Delivery Point, as applicable.
“Disqualified Sale Proceeds” has the meaning specified in Section 7.6. “Disqualified Sale Units” has the meaning specified in Section 7.6. “Electricity Sale and Service Agreement” has the meaning specified in the Master Power Supply Agreement.
“Eligible Renewable Energy Resource ” has the meaning set forth in California Public Utilities Code Section 399.12 as such code provision is amended or supplemented from time to time.
“Energy” means three- phase, 60- cycle alternating current electric energy, expressed in megawatt hours.
“EPS” means California’s Emissions Performance Standards, as set forth in Sections 8340 and 8341 of the California Public Utilities Code, as implemented and amended from time to time, and any successor Law.
“EPS Compliant Energy” means Energy that Purchaser can contract for and purchase in compliance with EPS requirements that are applicable to Purchaser. “EPS Energy Period” means any Assignment Period or J. Aron EPS Energy Period.

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“Execution Date” has the meaning specified in the preamble. “Federal Tax Certificate” means the executed Federal Tax Certificate delivered by Purchaser in the form attached as Exhibit D.
“FERC” means the Federal Energy Regulatory Commission or any successor thereto.
“Firm (LD)” means, with respect to a Party’s obligation to sell and deliver or purchase and receive, that such Party’s liability for the failure to meet such obligation shall only be excused to the extent that, and for the period during which, such performance is prevented by Force Majeure, and that in the absence of Force Majeure, the Party to which performance of such obligation is owed shall be entitled to receive from the Party which failed to deliver/receive an amount determined pursuant to Article IV.
“Fixed Price ” means $[____]/MWh with respect to Base Quantities and $[____]/MWh with respect to Assigned Prepay Quantities attributable to an Assigned PPA outside of the Initial Assignment Period therefor, which are the fixed prices under the Buyer Swap (as defined in the Master Power Supply Agreement) for such Product. “Force Majeure” means an event or circumstance which prevents one Party from performing its obligations under this Agreement, which event or circumstance was not anticipated as of the date this Agreement was executed, which is not within the reasonable control of, or the result of the negligence of, the Claiming Party , and which, by the exercise of due diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided; provided that, for the avoidance of doubt, (x) the declaration of “Force Majeure” by an APC Party under a n Assigned PPA or (y) an APC Party otherwise being unable to deliver any portion of the Assigned Prepay Quantity in respect of its Assigned PPA due to an event that would be considered Force Majeure under this Agreement if it affecte d Issuer directly, in each case, shall constitute Force Majeure hereunder. Force Majeure shall include, provided the criteria in the first sentence are met, riot, insurrection, war, labor dispute, natural disaster, epidemic, vandalism, terrorism, sabotage. Force Majeure shall not be based on (i) the loss of Purchaser ’s markets ; (ii) Purchaser ’s inability economically to use or resell the Product purchased hereunder; or (iii) the delay, loss or failure of Issuer’s supply other than due to force majeure declared under the Master Power Supply Agreement; or (iv) Issuer’s ability to sell the Product at a higher price. Neither Party may raise a claim of Force Majeure based in whole or in part on curtailment by a Transmission Provider unless (x) such Party has contracted for firm transmission with a Transmission Provider for the Product to be delivered to or received at the applicable Delivery Point and ( y) such curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the Transmission Provider’s tariff; provided, however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the fi rst sentence hereof has occurred. Force Majeure invoked by Prepay LLC under the Master Power Supply Agreement shall constitute Force Majeure hereunder in respect of Issuer to the extent the conditions set forth above have been satisfied with respect to Prepay LLC . To the extent that an Issuer Assignment Agreement is terminated early, such termination shall

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constitute Force Majeure with respect to Issuer hereunder until the effectiveness of the updates to Exhibit A-1 or Exhibit A-2, as applicable, pursuant to Section 6.2. “Government Agency” means the United States of America, any state thereof, any municipality, or any local jurisdiction, or any political subdivision of any of the foregoing, including, but not limited to , courts, administrative bodies, departments, commissions, boards, bureaus, agencies, or instrumentalities.
“Governmental Approval ” means any authorization, consent, approval, license, ruling, permit, exemption, variance, order, judgment, registration, filing, giving of notice to, decree, declaration of or regulation by any Government Agency relating to the valid execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby.
“Hour” means the 60 -minute period commencing at 00:00 ( LPT) on first Day of the Delivery Period and ending at 01:00 ( LPT) on the first Day of the Delivery Period , and each 60-minute interval thereafter. The Term “Hourly” shall be construed accordingly. “Initial Assigned Rights and Obligations ” means the Assigned Rights and Obligations set forth in Exhibit A -2 hereto that have been assigned by Issuer to J. Aron in connection with the execution of this Agreement.
“Initial Assignment Periods” means the Assignment Periods for the Initial Assigned Rights and Obligations specified in Exhibit A-2 hereto as of the date hereof. “Initial Reset Period” has the meaning specified in Exhibit H. “Interest Rate Period” has the meaning specified in the Bond Indenture. “Issuer” has the meaning specified in the preamble.
“Issuer Assigned PPA” means a power purchase agreement (x) pursuant to which Issuer is the APC Party’s contractual counterparty and is purchasing EPS Compliant Energy for redelivery to Purchaser and (y) that is assigned by Issuer to J. Aron pursuant to an Issuer Assignment Agreement in accordance with the terms of this Agreement “Issuer Assigned PPA PSA ” means any power sales agreement by and between Issuer and Purchaser that relates to an Issuer Assigned PPA. “Issuer Assignment Agreement” means, for any Assigned Rights and Obligations, an agreement among Issuer, J. Aron and the APC Party, in the form attached hereto as Exhibit F- 1 (with such changes thereto as may be mutually agreed upon by J. Aron, the APC Party, and Issuer, each in its sole discretion).
“Issuer Default” has the meaning specified in Section 17.1.

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“Issuer PPA Custodial Agreement” means that certain Custodial Agreement, dated as of [____], by and among Issuer, J. Aron, and the PPA Custodian. “ISTs” has the meaning specified in Section 5.1(a).
“J. Aron” means J. Aron & Company LLC, a New York limited liability company, and its permitted successors and assigns under an Issuer Assignment Agreement. “J. Aron EPS Energy Period” has the meaning specified in Section 6.1(c). “Law” means any statute, law, rule or regulation or any written judicial or administrative decision, ruling or interpretation with respect thereto or thereof having the effect of the foregoing enacted, promulgated, or issued by a Government Agency whether in effect as of the Execution Date or at any time during the term of this Agreement. “Long-Term PCC1 Product” means bundled renewable energy and RECs meeting the requirements of Portfolio Content Category 1, and the California Long- Term Contract ing Requirements, to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.
“LPT” means the local prevailing time then in effect in the State of California. “Master Power Supply Agreement” has the meaning specified in the recitals. “Minimum Discount Percentage” has the meaning specified in Exhibit H. “Month” means a period beginning on the first Day of a calendar month and ending immediately prior to the commencement of the first Day of the next calendar month. “Monthly Discount Percentage” has the meaning specified in Exhibit H. “Municipal Utility ” means any Person that (i) is a “ governmental person” as defined in the implementing regulations under Section 141 of the Code and any successor provision, (ii) owns either or both a gas distribution utility or an electric distribution utility (or provides natural gas or electricity at wholesale to, or that is sold to entities that provide natural gas or electricity at wholesale to, governmental Persons that own such utilities), and (iii) agrees in writing to use the gas or electricity purchased by it (or cause such gas or electricity to be used) for a qualifying use as defined in U.S. Treas. Reg. § 1.148-1(e)(2)(iii). “MWh” means megawatt-hour.
“Non-Priority Products” means any Products that are not Priority Products. “Party” has the meaning specified in the preamble.

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“PCC1 Product” means bundled renewable energy and RECs meeting the requirements of Portfolio Content Category 1 to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.
“Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization, or Government Agency.
“Portfolio Content Category 1” or “ PCC1” means any Renewable Energy Credit associated with the generation of electricity from an Eligible Renewable Energy Resource consisting of the portfolio content set forth in the California Code of Regulations, Title 20, Section 3203, as may be amended from time to time or as further defined or supplemented by Law. “Potential Remarketing Event” has the meaning specified in Section 3.4(b). “PPA Custodial Agreements” means each of the Issuer PPA Custodial Agreement and the Purchaser PPA Custodial Agreement.
“PPA Custodian” means [_______].
[“PPA Gross Payment ” means a Participant Gross Payment as defined in the Purchaser PPA Custodial Agreement.]
“Primary Delivery Point” has the meaning specified in Section 5.1(a). “Prepay LLC” has the meaning stated in the recitals.
“Priority Products” means the Base Quantity and Assigned Products to be purchased by Purchaser under this Agreement , together with Products that (i) Purchaser is obligated to take under a long- term agreement, which Products either have been purchased by Purchaser or a joint action agency pursuant to a long-term prepaid power purchase agreement using the proceeds of bonds, notes, or other obligations, the interest on which is excluded from income for federal income tax purposes, or (ii) with respect to Energy, Energy that is generated using capacity that was constructed using the proceeds of bonds, notes, or other obligations, the interest on which is excluded from income for federal income tax purposes (provided that, for the avoidance of doubt, Priority Products shall not include Energy that is generated using capacity that was wholly or partially financed through the monetization of renewable tax credits, whether such monetization is accomplished through a tax equity investment or otherwise). “Product” means Energy and, to the extent specified as an Assigned Product in Assignment Agreement, associated RECs or other products related to the foregoing. “Project Agreement ” means the SCPPA Clean Energy Project Joint Project Agreement, dated as [____], 2026, by and among Seller, Purchaser and the other Project Participants party thereto, providing for joint governance of the Clean Energy Project and related matters.
“Purchaser” has the meaning specified in the preamble.

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“Purchaser Assigned PPA ” means a power purchase agreement (x) pursuant to which Purchaser is the APC Party’s contractual counterparty and is purchasing EPS Compliant Energy and (y) that is assigned (I) by Purchaser to Issuer pursuant to a Purchaser Assignment Agreement in avoidance with the terms of this Agreement and (II) by Issuer to J. Aron pursuant to an Issuer Assignment Agreement in accordance with the terms of this Agreement. “Purchaser Assignment Agreement ” means, for any Assigned Rights and Obligations arising under an Assigned PPA to which Purchaser is a party , an agreement among Issuer, Purchaser and the APC Party, in the form attached hereto as Exhibit F-2 (with such changes thereto as may be mutually agreed upon by Purchaser, the APC Party, and Issuer, each in its sole discretion).
“Purchaser Default” has the meaning specified in Section 17.2. [“Purchaser PPA Custodial Agreement” means that certain Custodial Agreement, dated as of [____], by and among Purchaser, J. Aron, and the PPA Custodian.] “Qualifying Use Requirements” means, with respect to any Product delivered under this Agreement, such Product is used (i) for a “qualifying use” as defined in U.S. Treas.

Reg. § 1.148-1(e)(2)(iii), (ii) in a manner that will not result in any “private business use” within the meaning of Section 141 of the Code, and (iii) in a manner that is consistent with the Federal Tax Certificate attached as Exhibit D.
“Re-Pricing Agreement” means the Re -Pricing Agreement, dated as of the Bond Closing Date (as defined in the Bond Indenture), by and between Prepay LLC and Issuer. “Real-Time Market Price” has the meaning specified on Exhibit A -1 for each Delivery Point.
“Remarketing Election Deadline” means, for any Reset Period , the last date and time by which the Purchaser may provide a Remarketing Election Notice as set forth in the applicable Reset Period Notice.
“Remarketing Election Notice” has the meaning specified in Section 3.4(b). “Renewable Energy Credit” or “REC” means a certificate of proof associated with the generation of electricity from an eligible renewable energy resource, which certificate is issued through the accounting system established by the CEC pursuant to RPS Law, evidencing that one (1) MWh of ener gy was generated and delivered from such eligible renewable energy resource and the “bucket” to which such energy pertains. Such certificate is a tradable environmental commodity (also known as a “green tag”) with which t he owner of the REC can prove that it has purchased renewable energy.
“Replacement Assigned Rights and Obligations ” means any Assigned Rights and Obligations other than the Initial Assigned Rights and Obligations.

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“Replacement Price ” means, with respect to any Shortfall Quantity of Base Quantities and Delivery Hour and Delivery Point , the price at which Purchaser, acting in a Commercially Reasonable manner, purchases at the applicable Delivery Point Replacement Product for such Shortfall Quantity, plus (i) costs reasonably incurred by Purchaser in purchasing Replacement Product, and (ii) additional transmission charges, if any, reasonably incurred by Purchaser to the applicable Delivery Point , or at Purchaser’s option, the market price at the Delivery Point for such Product not delivered as determined by Purchaser in a Commercially Reasonable manner . The Replacement Price for any Shortfall Quantity shall not include any administrative or other internal costs incurred by Purchaser and shall be limited to a price that is Commercially Reasonable with respect to the timing and manner of purchase. In no event shall the Replacement Price include any penalties, ratcheted demand or similar charges, nor shall Purchaser be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize Issuer’s liability.
“Replacement Product” means any Energy purchased by Purchaser to replace any Shortfall Quantity at the Delivery Point where such Shortfall Quantity occurred ; provided that such Energy is purchased for delivery in the Delivery Hour to which such Shortfall Quantity relates.
“Reset Period” means each “Reset Period” under the Re-Pricing Agreement. “Reset Period Notice” has the meaning specified in Section 3.4(a). “RPS Law ” means the California Renewable Energy Resources Act , as implemented and amended from time to time, and any successor Law. “Schedule”, “Scheduled” or “ Scheduling” means the actions of Issuer, Purchaser and/or their designated representatives, including each Party ’s Transmission Providers , if applicable, of notifying, requesting and confirming to each other the quantity and type of Product to be delivered during any given portion of the Delivery Period at a specified Delivery Point. “Shortfall Quantity” has the meaning specified in Section 4.1(a). “Transmission Provider” means any entity or entities transmitting or transporting the Product on behalf of Issuer or Purchaser to or from the Delivery Point. “Trustee” means [______], and its successors as trustee under the Bond Indenture. “Utility Revenues ” means all charges received for, and all other income and receipts derived by Purchaser from, the operation of Purchaser’s electric utility system, or arising from Purchaser’s electric utility system, including income derived from the sale or use of electric energy generated, transmitted, or distributed by any facilities of Purchaser’s electric utility system, together with any receipts derived from the sale of any property pertaining to Purchaser’s electric utility system or incidental to the operation of P urchaser’s electric utility system or from any services performed by Purchaser in connection with or incidental to Purchaser’s electric utility system, or from any other source whatsoever directly or indirectly derived from Purchaser’s

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electric utility system, but exclusive in every case of any moneys derived from the levy or collection of taxes upon any taxable property within the jurisdictional boundaries of Purchaser. “Voided Remarketing Election Notice” has the meaning specified in Section 3.4(b). “Western EIM” has the meaning ascribed to “Energy Imbalance Market (EIM)” under the CAISO Tariff.
“WREGIS” means the Western Renewable Energy Generation Information System or its successor.

Section 1.2 Definitions; Interpretation . References to “Articles ,” “ Sections,” “Schedules” and “Exhibits” shall be to Articles, Sections, Schedules and Exhibits, as the case may be, of this Agreement unless otherwise specifically provided. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deeme d to refer to all other items or matters that fall within the broadest scope of such general statement, term or matter.

Except where expressly provided otherwise, any reference herein to any agreement or document includes all amendments, supplements or restatements to and of such agreement or document as may occur from time to time in accordance with its terms and the terms hereof, and any reference to a party to any such agreement includes all successors and assigns of such party thereunder permitted by the terms hereof and thereof.

ARTICLE II.

DELIVERY PERIOD; NATURE OF CLEAN ENERGY PROJECT; CONDITION

PRECEDENT
Section 2.1 Delivery Period. Subject to Section 2.2, delivery of Product by Issuer to Purchaser shall commence at the beginning of the Delivery Period and, except for any Reset Period for which a Remarketing Election Notice is in effect as provided in Section 3.4(b), shall continue throughout the Delivery Period.

Section 2.2 Condition Precedent . Notwithstanding anything to the contrary herein, commencement of deliveries and the rights and obligations of Issuer and Purchaser hereunder are subject to the condition precedent that Issuer shall have entered into the Master Power Supply Agreement and shall have issued the Bonds.

Section 2.3 Pledge of this Agreement. Purchaser acknowledges and agrees that Issuer will pledge its right, title and interest under this Agreement during the Delivery Period and the

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revenues to be received under this Agreement during the Delivery Period to secure Issuer’s obligations under the Bond Indenture.

ARTICLE III.

SALE AND PURCHASE; PRICING
Section 3.1 Sale and Purchase of Product . Issuer shall sell and deliver or cause to be delivered to Purchaser , and Purchaser shall purchase and receive from Issuer, the applicable Product in the quantities, at the times and places, subject to the terms and conditions set forth in this Agreement. The quantities of Product to be sold and delivered and purchased and received pursuant to the terms and conditions set forth in this Agreement shall be equal to (a) the Base Quantity, if any, for each Delivery Hour and (b) the Assigned Products delivered in each Month of the Delivery Period to or for the account of J. Aron pursuant to an Issuer Assignment Agreement. The Base Quantity shall be delivered and received at the Base Delivery Point, and the Assigned Quantity to be delivered in accordance with each Issuer Assignment Agreement shall be delivered and received at the Assigned Delivery Point specified in such Issuer Assignment Agreement.

Section 3.2 Purchaser Payments.
(a) For each Month for which an EPS Energy Period is in effect during the Delivery Period:
(i) Purchaser shall pay Issuer the sum, for all Assigned PPAs, of the product of the Assigned Prepay Quantitie s set forth in Exhibit A -2 hereto for each Month and the applicable Contract Price therefor, provided that Issuer shall owe a payment to Purchaser to the extent that the Contract Price for Assigned Prepay Quantities is negative;
(ii) Purchaser shall pay Issuer the product, for each Assigned PPA, of (A) the Assigned PAYGO Product delivered pursuant to such Assigned PPA and received by Purchaser in such Month and (B) the Contract Price for such Assigned PAYGO Product ; provided that, solely with respect to Assigned PAYGO Product delivered pursuant to Purchaser Assigned PPAs, Purchaser shall owe a separate PPA Gross Payment for each Purchaser Assigned PPA consistent with the terms of the Purchaser PPA Custodial Agreement, and, upon satisfying its obligations under the Purchaser PPA Custodial Agreement in respect of such amount (after taking into consideration any [ PPA Seller Payment Obligation (as such term is defined in the PPA Custodial Agreement)] credited to Purchaser in respect thereof)], any portion of such amount attributable to Assigned PAYGO Product shall be deemed to be paid by Purchaser to the applicable APC Party on behalf of J. Aron and shall satisfy the obligations of the respective parties under each of the Electricity Sale and Service Agreement, the Master

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Power Supply Agreement, and this Agreement to pay for such Assigned PAYGO Product; and
(iii) to the extent that Base Quantities are delivered hereunder in any Delivery Hour in any Month during the Delivery Period, Purchaser shall pay Issuer the applicable Contract Price therefor multiplied by the Base Quantities actually delivered.
(b) The Contract Price for Assigned Energy is inclusive of any amounts due in respect of other Assigned Products; provided that, to the extent an Assigned PPA provides for the separate settlement of amounts due thereunder for (i) Assigned Energy and (ii) other Assigned Products under such Assigned PPA, such amounts will be separately settled under this Agreement and the PPA Custodial Agreements consistent with the settlement terms of the applicable Assigned PPA. For example, if (A) an Assigned PPA provides that (I) the portion of the APC Contract Price attributable to Assigned Energy is payable in the Month following delivery of such Assigned Energy and (II) the portion of the APC Contract Price attributable to Assigned RECs is payable in the Month following the delivery of the certificates that are associated with the Assigned RECs, and (B) such Assigned RECs and their associated certificates are delivered one or more Months after delivery of the associated Assigned Energy, then separate payments for such Assigned Energy and the associated Assigned RECs shall be made under this Agreement and the PPA Custodial Agreements in the respective Months following the delivery of the Assigned Energy and the associated Assigned RECs.

Section 3.3 Annual Refund. In addition to any Monthly Discount Percentage applied to Energy Scheduled hereunder, Issuer shall credit such Annual Refund to Purchaser as may be available for distribution by Issuer pursuant to Section 5.12(b) of the Bond Indenture during the Delivery Period, subject to the provisions of this Section 3.3 and in accordance with the Project Agreement. Such Annual Refund, if any, shall be credited to the next amount due from Purchaser following the release of funds for such purpose to Issuer under the terms of the Bond Indenture.

In determining the amount of such Annual Refund, if any, to be credited to Purchaser, Issuer may reserve such funds (i) as may be required under the terms of the Bond Indenture or (ii) as it deems reasonably necessary and appropriate, including but not limited to amounts required (a) to fund or maintain the Minimum Discount Pe rcentage for any future Reset Period, (b) to fund or maintain any rate stabilization or working capital reserve, (c) to reserve or account for unfunded liabilities and expenses, including future sinking fund or other principal amortization of the Bonds, or (d) for other costs of the Clean Energy Project.

Section 3.4 Reset Period Remarketing.
(a) Reset Period Notice. For each Reset Period , Issuer shall provide to Purchaser, at least ten (10) days prior to the Remarketing Election Deadline , written notice (a “Reset Period Notice”) setting forth (i) the duration of such Reset Period , (ii) the estimated Available Discount Percentage for such Reset Period, and (iii) the applicable Remarketing Election Deadline. Issuer may thereafter update such notice at any time prior to the Remarketing Election Deadline and in any such update may extend the Remarket ing Election Deadline in its sole discretion.

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(b) Remarketing Election. If the Reset Period Notice (or any update thereto) for any Reset Period indicates that the estimated Available Discount Percentage specified in such notice is not at least equal to the Minimum Discount Percentage for such Reset Period, then: (i) a “Potential Remarketing Event” shall be deemed to exist, and (ii) Purchaser may, not later than the Remarketing Election Deadline, issue a written notice in the form attached hereto as Exhibit C (a “Remarketing Election Notice ”) to Issuer, Prepay LLC and the Trustee electing for all Base Quantities with respect to such Reset Period to be remarketed; provided, however, if the actual Available Discount Percentage, as finally determined under the Re-Pricing Agreement, is equal to or greater than the Minimum Discount Percentage, then Issuer may, in its sole discretion, elect by written notice (a “Voided Remarketing Election Notice”) to Purchaser to treat such Remarketing Election Notice as void. If Purchaser issues a valid Remarketing Election Notice (other than a Voided Remarketing Election Notice) in accordance with this Section 3.4(b) for any Reset Period, then (x) Purchaser shall have no rights or obligations to pay for or receive any Product hereunder during such Reset Period or to receive any Annual Refund attributable to such Reset Period and (y) Issuer shall exercise its right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements, as applicable, effective as of the end of the Month immediately preceding any Reset Period for which Purchaser has issued a valid Remarketing Election Notice. (c) Final Determination of Available Discount Percentage. The Parties acknowledge and agree that the final Available Discount Percentage for any Reset Period following the Initial Reset Period will be determined on the Re-pricing Date (as defined in the Re- Pricing Agreement) for such Reset Period, and that such Available Discount Percentage may differ from the estimate or estimates of such Available Discount Percentage last provided to Purchaser prior to the Remarketing Election Deadline for such Reset Period ; provided that the Available Discount Percentage for any Reset Period will not be less than the lower of (i) the last estimated Available Discount Percentage set forth in the Reset Period Notice for such Reset Period (or any update thereof) sent to Purchaser by Issuer and (ii) the Minimum Discount Percentage for Reset Period.
(d) Obligations Following a Remarketing Election . Notwithstanding the issuance of any Remarketing Election Notice for a Reset Period , (i) Purchaser will remain obligated to purchase the Base Quantities (and any Assigned Products assigned pursuant to Issuer Assignment Agreements) hereunder for each subsequent Reset Period, unless Purchaser issues a new valid Remarketing Election Notice (other than a Voided Remarketing Election Notice) for such subsequent Reset Period in accordance with this Section 3.4; and (ii) Purchaser shall not make any new commitment to purchase Priority Products during such Reset Period if Purchaser reasonably expects such commitment to cause, during any portion of the Delivery Period after such Reset Period, Purchaser’s aggregate obligations to purchase Priority Products (including its obligation to purcha se Priority Products hereunder) to exceed Purchaser’s expected aggregate requirements for Products that will be used ( A) for a “qualifying use” as defined in U.S. T reas.

Reg. § 1.148- 1(e)(2)(iii) and (B) in a manner that will not result in any “private business use” within the me aning of Section 141 of the Code . Unless Purchaser issues a new Remarketing Election Notice (other than a Voided Remarketing Election Notice) for any subsequent Reset Period in accordance with this Section 3.4, Purchaser will cooperate with J. Aron in good faith and

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exercise Commercially Reasonable Efforts, in each case pursuant to Section 6.1 hereof, to locate EPS Compliant Energy for redelivery hereunder in any such Reset Period.

Section 3.5 Limited Obligation to Take Base Quantities . Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be required to purchase and receive any Base Quantities hereunder, and, unless otherwise mutually agreed upon by the Parties in writing, Issuer, with respect to any Base Quantities that otherwise would be delivered hereunder, shall cause Prepay LLC to remarket such Base Quantities pursuant to the provisions of Exhibit C to the Master Power Supply Agreement.

Section 3.6 Partial S uspension of Issuer Assigned PPA PSA s. The Parties hereby acknowledge and agree that any Issuer Assigned PPA PSA s shall remain in full force and effect during the Assignment Period for each relevant Assigned PPA, provided that the portion of their rights and obligations thereunder that constitute Assigned Rights and Obligations shall be suspended and replaced by the Parties’ corresponding rights and obligations under this Agreement during the Assignment Period for each Relevant Assigned PPA.

ARTICLE IV.

FAILURE TO SCHEDULE PRODUCT
Section 4.1 Issuer’s Failure to Schedule Base Quantity (Not Due to Force Majeure). (a) Shortfall Quantity. If, for any Delivery Hour during the Delivery Period, Issuer breaches its obligation to Schedule or deliver all or any portion of the Base Quantity, after giving effect to reductions for Assigned Energy in accordance with Article VI , at any Delivery Point pursuant to the terms of this Agreement and such breach is not excused by the provisions of Article XI, then the portion of the Base Quantity that Issuer failed to Schedule or deliver shall be a “Shortfall Quantity”.
(b) Issuer Cover Damage Payments . Issuer shall pay to Purchaser, for each Shortfall Quantity that Issuer fails to Schedule or deliver in a Delivery Hour at the applicable Delivery Point, the result determined by the following formula:

P = Q x (RP - CP + AF)
Where:

P = The amount payable by Issuer under this Section 4.1(b) for such Shortfall Quantity, Delivery Hour and Delivery Point;
Q = Such Shortfall Quantity and Delivery Point for such Delivery Hour;
RP = The Replacement Price for such Shortfall Quantity, Delivery Hour and Delivery Point;

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CP = The Contract Price for the Shortfall Quantity of Base Product and such Delivery Hour and Delivery Point; and

AF = The Administrative Fee.
(c) Purchaser Obligation to Mitigate . Purchaser shall exercise Commercially Reasonable Efforts to mitigate Issuer’s damages paid by Issuer hereunder.

Section 4.2 Purchaser’s Failure to Schedule or Receive Base Quantities (Not Due to Force Majeure). If, for any Delivery Hour during the Delivery Period, Purchaser breaches its obligation to Schedule or receive all or any portion of the Base Quantity at any Delivery Point pursuant to the terms of this Agreement and such breach is not excused by the provisions of Article XI, then Purchaser shall remain obligated to pay Issuer the Contract Price for such Base Quantity.

Issuer shall credit to Purchaser’s account any net revenues Issuer receives from Prepay LLC under the Master Power Supply Agreement in connection with the ultimate sale of any such Product by Prepay LLC to other Municipal Utilities, up to the Contract Price.

Section 4.3 Assigned Product. Notwithstanding anything herein to the contrary, neither Purchaser nor Issuer shall have any liability or other obligation to one another for any failure to Schedule, receive, or deliver Assigned Product.

Section 4.4 Sole Remedies . Except with respect to termination of this Agreement pursuant to Article XVII , the remedies set forth in this Article IV shall be each Party’s sole and exclusive remedies against the other Party for any failure by the other Party to Schedule, deliver or receive Product, as applicable, pursuant to this Agreement.

ARTICLE V.

DELIVERY POINTS; SCHEDULING
Section 5.1 Delivery Points.
(a) Base Delivery Points . All Base Product delivered under this Agreement shall be Scheduled for delivery and receipt at (i) the Delivery Point set forth in Exhibit A -1 (the “Primary Delivery Point ”) or (ii) any other point (an “ Alternate Delivery Point”) that has been mutually agreed by Issuer, Purchaser and Prepay LLC (the Primary Delivery Point or, to the extent specified, any Alternate Delivery Point being the “ Base Delivery Point”). Delivery of Energy to Purchaser at the Primary Delivery Point shall be facilitated through submission of Inter-SC Trades, as defined in the CAISO Tariff (“ISTs”). Purchaser shall designate a scheduling coordinator in the CAISO market for this purpose as specified in Exhibit G. (b) Alternate Base Market Prices. The Day-Ahead Market Price and Real-Time Market Price for each Alternate Delivery Point, as applicable, shall be the price mutually agreed and identified by the Parties, or if no such price is identified for such Alternate Delivery Point, the Day-Ahead Market Price and Real-Time Market Price, as applicable, specified on Exhibit A-1 for

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the Primary Delivery Point from which quantities are being shifted to such Alternate Delivery Point.
(c) Assigned Energy Delivery Points . Assigned Energy delivered under this Agreement shall be Scheduled for delivery and receipt at the applicable Assigned Delivery Point specified in the applicable Assigned PPA. All other Assigned Product shall be delivered consistent with the terms of the applicable Issuer Assignment Agreement.

Section 5.2 Transmission and Scheduling. Issuer shall Schedule or arrange for Scheduling services with CAISO in accordance with the CAISO Tariff, to deliver the Base Product to the Base Delivery Point . Purchaser shall Schedule or arrange for Scheduling services with CAISO in accordance with CAISO Tariff, to receive the Base Product at the Base Delivery Point.

If Prepay LLC Schedules or arranges for Scheduling services, to deliver Base Product to the Base Delivery Point, then Issuer’s obligations under this Section shall be relieved pro tanto. Scheduling of Assigned Energy shall be in accordance with the applicable Assignment Agreement.

Section 5.3 Title and Risk of Loss . Title to and risk of loss of the Product delivered under this Agreement shall pass from Issuer to Purchaser at the applicable Delivery Point. The transfer of title and risk of loss for all Assigned Product shall be in accordance with the applicable Issuer Assignment Agreement and Purchaser Assignment Agreement, if any; provide d that all Issuer Assignment Agreement s and Purchaser Assignment Agreements shall provide for the transfer of Renewable Energy Credits in accordance with WREGIS. Subject to Section 18.1, each Party shall indemnify, defend and hold harmless the other Party from and against any Claims made by a third party arising from or out of any event, circumstance, act or incident related to the Product delivered hereunder first occurring or existing during the period when control and title to Base Product or Assigned Product is vested in the indemnifying Party as provided in this Section; provided that, notwithstanding the foregoing, (a) Issuer shall have no obligation to indemnify, defend or hold harmless Purchaser for any such Claims relating to replacement costs, cover damages or similar liabilities that are payable to any Person because of Purchaser ’s failure to deliver any Product to such Person and (b) no obligation to indemnify, defend or hold harmless shall supplant or control the provisions of this Agreement relating to Force Majeure.

Notwithstanding anything to the contrary herein, no Party shall have any obligation to indemnify, defend or hold harmless the other Party in respect of any Claims relating to any Assigned Product.

Section 5.4 Communications Protocol. With respect to the Scheduling and delivery of Base Quantities, Issuer and Purchaser shall comply with the communications protocol set forth in Exhibit G . Scheduling and transmission of Assigned Energy shall be in accordance with the applicable Issuer Assignment Agreement and Purchaser Assignment Agreement, if any, pursuant to which (x) Issuer or its designee shall act as the scheduling coordinator with respect to any Issuer Assigned PPA and (y) Purchaser or its designee shall act as the scheduling coordinator with respect to any Purchaser Assigned PPA.

Section 5.5 Deliveries within CAISO or another Balancing Authority. The Parties acknowledge that Energy delivered by Issuer at a Delivery Point within CAISO or another Balancing Authority (including a Balancing Authority operating within the Western EIM) will be delivered in accordance with the CAISO Tariff and rules of the Balancing Authority as applicable.

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Scheduling such Energy in accordance with the requirements of the applicable Product into the applicable Balancing Authority shall constitute delivery of such Product to Purchaser hereunder, provided that any associated Renewable Energy Credits and other Assigned Product are also delivered to Purchaser.

Section 5.6 Assigned Products . Notwithstanding anything to the contrary herein, except as provided in Section 6 .3, Issuer shall have no liability under this Article V with respect to any Assigned Products.

ARTICLE VI.

ASSIGNMENT OF POWER PURCHASE AGREEMENTS
Section 6.1 Assignments Generally.
(a) Initial Assigned Rights and Obligations . Concurrently with the execution of this Agreement, Issuer has assigned the Initial Rights and Obligations to J. Aron.
(b) Assignments of Replacement Assigned Rights and Obligations. (i) Commencing one year prior to the expiration of any EPS Energy Period or otherwise immediately upon the early termination or anticipated early termination of an EPS Energy Period, Issuer and Purchaser shall exercise Commercially Reasonable Efforts and cooperate with J. Aron in good faith to assign to J. Aron all or a portion of Issuer’s or Purchaser’s, as applicable, rights and obligations ( together with the Initial Assigned Rights and Obligations, the “ Assigned Rights and Obligations”) under (x) one or more Issuer Assigned PPAs or (y) one or more Purchaser Assigned PPAs (any such power purchase agreement under clause (x) or (y) , a n “Assignable Power Contract”). For added clarity, the Parties acknowledge and agree that (I) only an Issuer Assignment Agreement shall be required for an Issuer Assigned PPA described in clause (x) of the preceding sentence and no Purchaser Assignment Agreement shall be required with respect thereto; (II) both an Issuer Assignment Agreement and a Purchaser Assignment Agreement shall be required with respect to a Purchaser Assigned PPA described in clause (y) of the preceding sentence ; and (III) Purchaser’s prior written consent shall be required for the Issuer’s entry into an Issuer Assignment Agreement for the redelivery of Assigned Rights and Obligations under this Agreement.
(ii) The Parties recognize that, in the case of such an assignment, J. Aron will be obligated to sell and deliver Assigned Product it receives under all Assigned Rights and Obligations to Prepay LLC under the terms of the Electricity Sale and Service Agreement, and Prepay LLC will be obligated to deliver such Product to Issuer under the terms of the Master

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Power Supply Agreement. To be effective hereunder, a ny assignment of Replacement Assigned Rights and Obligations must be agreed and consented to by J. Aron. For all Assignment Periods following the Initial Assignment Periods, the APC Contract Price under each Issuer Assignment Agreement shall be the Day-Ahead Average Price, unless Issuer, Purchaser, Prepay LLC and J. Aron agree to appropriate amendments to the relevant documents to accommodate a different price.
(c) J. Aron Procurement of EPS Compliant Energy. Under certain circumstances specified in Section 6.1(c) of the Electricity Sale and Service Agreement, J. Aron is obligated to exercise Commercially Reasonable Efforts to obtain EPS Compliant Energy for ultimate redelivery to Purchaser hereunder, and, in such case, Purchaser shall cooperate in good faith with J. Aron in connection therewith, provided that:
(i) J. Aron’s procurement of any such EPS Compliant Energy for ultimate redelivery hereunder shall be subject to Purchaser’s prior written consent, with such consent not to be unreasonably withheld, provided, for the avoidance of doubt, that it shall be reasonable for Purchaser to withhold its consent based on (x) the requirements of the EPS or other regulatory requirements or (y) proposed pricing terms; (ii) Issuer and Purchaser may agree upon appropriate
amendments to this Agreement to facilitate the delivery of such EPS Compliant Energy, including with respect to the Delivery Point, consequences of failing to deliver or receive and scheduling matters; (iii) the period of delivery for any such EPS Compliant Energy (any such period, a “ J. Aron EPS Energy Period”) shall not exceed the length, as applicable, of (A) the then -current Reset Period if such EPS Compliant Energy is obtained for delivery for the remainder of a Reset Period and (B) the length of the next succeeding Reset Period if such EPS Compliant Energy is obtained for delivery commencing in such succeeding Reset Period; and
(iv) during a J. Aron EPS Energy Period, if requested by J. Aron, Issuer and Purchaser shall continue to exercise Commercially Reasonable Efforts and cooperate with J. Aron in good faith to assign Assigned Rights and Obligations to J. Aron under an Assignable Power Contract. (d) Amendments. Purchaser and Issuer agree to seek the written consent of J. Aron prior to any amendment to this Article VI or Exhibit F hereto. (e) Present Assignment of Assigned PPA Damages to Purchaser . The Parties hereto acknowledge that the terms of the Issuer Assignment Agreements shall not entitle J. Aron to damages from an APC Party under an Assigned PPA for

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any reason whatsoever (any such damages, “ Assigned PPA Damages ”).

Nonetheless, (i) the Parties acknowledge that, pursuant to the Electricity Sale and Service Agreement, J. Aron has presently assigned and transferred to Prepay LLC all right, title and interest in and to any Assigned PPA Damages that J. Aron may become entitled to receive, and) pursuant to the Master Power Supply Agreement, Prepay LLC has presently assigned and transferred to Issuer all right, title and interest in and to any Assigned PPA Dam ages that Prepay LLC may become entitled to receive; and (ii) Issuer hereby presently transfers and assigns to Purchaser all of Issuer’s right, title and interest in and to any Assigned PPA Damages that Issuer may become entitled to receive.

Section 6.2 Failure to Obtain EPS Compliant Energy. To the extent an EPS Energy Period terminates or expires and Purchaser and J. Aron have been unable to obtain EPS Compliant Energy for delivery hereunder pursuant to the provisions of Section 6.1, then, until EPS Compliant Energy is obtained for delivery hereunder, Prepay LLC shall remarket Purchaser’s Base Quantities pursuant to the provisions of Exhibit C to the Master Power Supply Agreement, subject to the following:
(a) the requirements set forth in Section 6.1 shall continue to apply; and (b) Purchaser shall not make any new commitment to purchase Priority Products during such a remarketing.

Section 6.3 Early Termination of Assignment Periods and Updates to Exhibits. (a) The reduction in Base Quantity for each Delivery Hour during an Assignment Period after giving effect to an Issuer Assignment Agreement (each, a “Base Quantity Reduction”) shall be calculated in accordance with this Section

6.3(a). For the Initial Assignment Periods, the Base Quantity Reductions have been calculated as follows: the Base Quantity Reduction for each Delivery Hour of the Initial Assignment Periods equal (i) the Assigned Prepay Quantity for each such Delivery Hour (which will be determined by dividing the Assigned Prepay Quantity for the applicable Month by the number of Delivery Hours in such Month) , multiplied by (ii) the result of (A) the APC Contract Price applicable for such Hour, divided by (B) [NOTE: To list the result of the following formula as determined at pricing: Front End Fixed Price for Base Quantities + (Active Swap Fee – Standby Swap Fee).]. For any Assignment Period other than the Initial Assignment Periods, the Base Quantity Reduction for each Delivery Hour of the relevant Assignment Period shall equal (i) the Assigned Prepay Quantity for each such Delivery Hour (which will be determined by dividing the Assigned Prepay Quantity for the applicable Month by the number of Delivery Hours in such Month) , multiplied by (ii) the result of (A) Fixed Price for Assigned Prepay Quantities outside of the Initial Assignment Periods divided by (B) the Fixed Price for Base Quantities; provided that if the Base Quantity Reduction for any Delivery Hour would result in a Base Quantity of less than zero, then the Assigned Prepay Quantity

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for such Delivery Hour will be reduced to the closest whole MWh such that the Base Quantity is not reduced below zero.
(b) Effective upon the first day of the second Month following the early termination of an Assignment Period for any reason, Issuer shall revise Exhibits A- 1 and A-2 to (i) reverse the Base Quantity Reductions associated with the Assignment Period that terminated for all remaining Hours in the Delivery Period and (ii) update the Base Quantity Reductions with the applicable formula set forth in Section 6.3(a) . In the case of any other commencement of a subsequent Assignment Period, Issuer shall revise (A) the Base Quantity in Exhibit A-1 with the applicable formula set forth in Section 6.3(a) and (B) Exhibit A-2 to reflect the details for such Assignment Period. In making any revisions to Exhibit A -1 and Exhibit A-2 as contemplated by this Section 6.3, a ll such revisions shall be made in the same amount and in the same direction as, and at the same time as, any corresponding adjustments under the Prepaid Agreement, so that any adjustment to exhibits under the Prepaid Agreement remain fully aligned with adjustments made under this Agreement.

Section 6.4 J. Aron Non-Payment to APC Party.
(a) To the extent that (a) J. Aron fails to pay when due any [ J. Aron Prepay Payment] (as defined in the PPA Custodial Agreements) and (b) Purchaser makes a payment for such amount to the applicable APC Party, Purchaser shall provide notice thereof to Issuer and Issuer shall make a payment to Purchaser in the amount of such non-payment from and to the extent of funds available for such purpose under the Indenture.
(b) The Parties acknowledge that Issuer has the right to appoint a director (the “Issuer-Appointed Director”) to the board of directors of Prepay LLC, and the Issuer-Appointed Director, pursuant to the terms of Prepay LLC’s Second Amended & Restated Limited Liability Company Agreement, dated [____], shall have sole decision -making authority with respect to enforcement by Prepay LLC of the GSG Guaranty (as defined in the Electricity Sale and Service Agreement) of J. Aron’s obligations under the Electricity Sale and Service Agreement. Issuer agrees that it shall instruct the Issuer-Appointed Director to exercise such voting rights in favor of Prepay LLC promptly enforcing its right to payment of any amounts that are due from but unpaid by J. Aron under [ Section 6.4] of the Electricity Sale and Service Agreement.

ARTICLE VII.

USE OF PRODUCT
Section 7.1 Tax Exempt Status of the Bonds. Purchaser acknowledges that the Bonds will be issued with the intention that the interest thereon will be exempt from federal taxes under Section 103 of the Code. Accordingly, Purchaser agrees that it will (a) provide such information

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with respect to its utility system as may be requested by Issuer in order to establish the tax-exempt status of the Bonds, and (b) act in accordance with such written instructions as Issuer may provide from time to time in order to maintain the tax-exempt status of the Bonds. Purchaser further agrees that it will not at any time take any action, or fail to take any action, that, if taken or omitted, respectively, would adversely affect the tax -exempt status of the Bonds . The Parties further acknowledge that, effective as of the commencement date of any Reset Period, the Base Quantity and Assigned Quantity may be reduced upon written notice of Issuer to Purchaser to a level (including to zero aggregate Base Quantity and Assigned Quantity for such Reset Period) that enables Special Tax Counsel, in its sole discretion, to deliver any opinion required from Special Tax Counsel to remarket the Bonds or issue refunding bonds as obligations the inter est on which is excluded from gr oss income under Section 103 of the Code ; provided furthermore that, in the case of a reduction of the aggregate Base Quantity and Assigned Quantity for a Reset Period to zero, the Issuer shall exercise its right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements, as applicable, as of the end of the immediately preceding Reset Period.

Section 7.2 Priority Products . Purchaser agrees to purchase and receive the Base Quantities and Assigned Quantities to be delivered under this Agreement (a) in priority over and in preference to all other Products available to Purchaser that are not Priority Products; and (b) on at least a pari passu and non-discriminatory basis with other Priority Products.

Section 7.3 Assistance with Sales to Third Parties . If (a) (i) a quantity of Assigned Product less than the Assigned Prepay Quantity under an Assigned PPA is delivered in any Month during an Assignment Period for any reason other than Force Majeure or (ii) an Assigned PPA FM Remarketing Event has occurred and is in effect (as defined in Exhibit F to the Master Power Supply Agreement) (in which case such Purchaser will be deemed to have been unable to receive such Product), (b) Issuer is required under Section 3.5 to cause Base Quantities that otherwise would be delivered hereunder to be remarketed or (c) notwithstanding Purchaser’s compliance with Section 7.1, Purchaser does not require all or any portion of the Assigned Prepay Quantities to meet its requirements for Energy for any Hour or Month that it is obligated to purchase under this Agreement as a result of (i) insufficient demand by Purchaser’s retail customers or (ii) a change in Law, Purchaser may, with reasonable notice issued in a remarketing notice similar in form to Attachment 2 to Exhibit G , request (and, in the case of clauses (a) and (b), shall be deemed to request) that Prepay LLC, as permitted by the Master Power Supply Agreement, sell such portion of such Base Quantities or Assigned Energy (A) to another Municipal Utility, or (B) if necessary, to another purchaser. Any remarketing notice issued under clause (c) (ii) above shall constitute a Structural Remarketing Notice (as defined in the Master Power Supply Agreement) and shall be subject to the requirements set forth in the Master Power Supply Agreement. If Prepay LLC makes such a sale under Exhibit C to the Master Power Supply Agreement, Issuer shall credit against the amount owed by Purchaser to Issuer hereunder the amount received by Issuer from Prepay LLC for such sales less all costs and expenses directly incurred by Issuer, including but not limited to remarketing administrative charges paid by it to Prepay LLC under the Master Power Supply Agreement, but in no event shall the amount of such credit be more than the Contract Price for the Energy so sold.

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Section 7.4 Qualifying Use. Without limiting Purchaser’s other obligations under this Article VII, Purchaser agrees that, subject to Section 7.5, it will use all of the Product purchased under this Agreement in compliance with the Qualifying Use Requirements. Purchaser agrees that it will provide such additional information, records and certificates as Issuer may reasonably request to confirm Purchaser’s compliance with this Section 7.4.

Section 7.5 Remediation.
(a) The Parties acknowledge that Purchaser may at times inadvertently remarket Products received hereunder in a manner that does not comply with Qualifying Use Requirements due to daily and H ourly fluctuations in Purchaser’s Product needs. To the extent Purchaser does so, Purchaser shall (a) exercise Commercially Reasonable Efforts to use any Disqualified Sale Proceeds of such remarketing to purchase Products (other than Priority Products) that Purchaser then uses in compliance with the Qualifying Use Requirements and (b) reserve funds in an amount equal to any Disqualified Sale Proceeds until such Disqualified Sale Proceeds are remediated or transferred to the Trustee pursuant to Section 7.6(b) below.
(b) To the extent that all or a portion of any Base Quantities or Assigned Prepay Quantities are remarketed under Section 7.3 and any such remarketing results in a Ledger Entry (as defined in the Master Power Supply Agreement), Purchaser agrees that it shall (i) exercise Commercially Reasonable Efforts to u se an amount equivalent to the remarketing proceeds associated with any such Ledger Entry to purchase Non -Priority Products and use such Non-Priority Products in compliance with the Qualifying Use Requirements in order to remediate such Ledger Entries; and (ii) apply its purchases of Non-Priority Products to remediate any such proceeds under the Master Power Supply Agreement prior to remediating such proceeds under any other contract that provides for the purchase of Priority Energy. To track compliance with Purchaser’s obligations under this Section

7.5(b), Purchaser shall deliver a remediation certificate in the form of Exhibit I to Issuer and Prepay LLC by the twentieth day of the Month subsequent to any relevant Non-Priority Products purchases (which may include purchases of Energy from CAISO to the extent such Energy is used in compliance with the Qualifying Use Requirements) ; provided that the Parties acknowledge and agree that any purchases of Assigned PAYGO Products (commencing with purchases of Assigned PAYGO Products in the Month in which any such Ledger Entry occurs) shall be applied to remediate any such Ledger Entries. For Ledger Entries remediated under this Section 7.5(b) that have not otherwise been remediated by Prepay LLC pursuant to the remarketing provisions of the Master Power Supply Agreement, Issuer shall pay Purchaser any portion of the Monthly Discount Percentage associated with such Ledger Entries that is availa ble under the Bond Indenture on or before the last Business Day of the Month in which Purchaser provides a certificate under this Section 7.5(b) evidencing such remediation.

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(c) To the extent that Issuer effects a partial redemption of the Bonds in order to avoid a Ledger Event under and as defined in the Master Power Supply Agreement, Issuer may reduce the quantities of Product to be delivered hereunder by written notice to Purchaser; provided furthermore that, in the case of a reduction of the aggregate Base Quantity and Assigned Quantity under this Agreement to zero, the Issuer shall exercise its right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements, as applicable.

Section 7.6 Remediation; Ledger Entries; Redemption.
(a) Remediation. To track compliance with the requirements of Section 7.5(a), Purchaser will provide a quarterly report to Issuer (delivered not later than the 25 th day of each April, July, October and January until the end of the Delivery Period) showing the following: the total quantity of proceeds from sales of Products received hereunder that (i) were sold by Purchaser to any Person in a transaction that does not comply with the Qualifying Use Requirements and (ii) have not been remediated by Purchaser by applying such proceeds to purchase Products that are used in compliance with the Qualifying Use Requirements (the quantities of Product producing such proceeds, “ Disqualified Sale Units ” and such proceeds received, “Disqualified Sale Proceeds”).
(b) Ledger Entries . Issuer shall report such unremediated Disqualified Sale Proceeds and the associated Disqualified Sale Units to Prepay LLC for addition to the remarketing ledgers maintained by Prepay LLC under the Master Power Supply Agreement, with the ledger entries to be dated as of the end of the first month of the relevant quarter. (c) Transfers to Trustee. P urchaser shall transfer (to the extent such unremediated Disqualified Sales Proceeds and associated Disqualified Sale Units remain reflected on the remarketing ledger described under Section 7.6(b) at the time such transfer is required by this Section 7.6(c)) any such unremediated Disqualified Sale Proceeds and any other required funds (i.e., all additional funds necessary for redemption of the Bonds referred to in this Section 7.6(c)) to the Trustee at least 95 days prior to the second anniversary of the date on which such unremediated Disqualified Sale Proceeds and the associated Disqualified Sale Units were first reflected on the remarketing ledgers in accordance with Section 7.6(b), with such funds to be deposited in the Debt Servic e Account (as defined in the Bond Indenture) and applied to the redemption of Bonds as directed by Issuer and approved by Special Tax Counsel (as defined in the Bond Indenture) as preserving the tax-exempt status of the Bonds.

ARTICLE VIII.

REPRESENTATIONS AND WARRANTIES; ADDITIONAL COVENANTS
Section 8.1 Representations and Warranties. As a material inducement to entering into this Agreement, each Party, with respect to itself, hereby represents and warrants to the other Party as of the Execution Date as follows:

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(a) in the case of Issuer as the representing Party , Issuer is a joint powers authority, duly organized and validly existing under the Laws of the State of California, (b) in the case of Purchaser as the representing Party , Purchaser is a public agency of the State of California, duly organized and validly existing under the Laws of the State of California;
(c) it has all requisite power and authority, corporate or otherwise, to own its material properties, carry on its material business as now being conducted, enter into, deliver and to perform its obligations under this Agreement and to carry out the terms and conditions hereof and the transactions contemplated hereby;
(d) there is no litigation, action, suit, proceeding with service of process accomplished with respect to such Party or investigation pending or, to the best of such Party’s knowledge, threatened, in each case before or by any Government Agency and, in each case, which could reasonably be anticipated to materially and adversely affect such Party’s ability to perform its obligations under this Agreement or that questions the validity, binding effect or enforceability hereof, any action taken or to be taken by su ch Party pursuant hereto, or any of the transactions contemplated hereby;
(e) the execution, delivery and performance of this Agreement by such Party have been duly authorized by all necessary action on the part of such Party and its governing body and do not require any approval or consent of any security holder of such Party or any holder (or any trustee for any holder) of any indebtedness or other obligation of such Party; (f) this Agreement has been duly executed and delivered on behalf of such Party by an appropriate officer or authorized Person of such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against it in accordance with its te rms, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and by general principles of equity and except possibly for Sections 12.2 and 12.3;
(g) the execution, delivery and performance of this Agreement by such Party shall not violate any provision of any Law , order, writ, judgment, decree or other legal or regulatory determination applicable to it;
(h) the execution, delivery and performance by such Party of this Agreement, and the consummation of the transactions contemplated hereby, including the incurrence by such Party of its financial obligations under this Agreement, shall not result in any violation of any term of any material contract or agreement applicable to it, or any of its charter or bylaws or of any license, permit, franchise, judgment, writ, injunction or regulation, decree, order, charter, Law , ordinance, rule or regulation applicable to it or any of its properties or to any obligations incurred by it or by which it or any of its properties or obligations are bound or affected, or of any determination or award of any arbitrator applicable to it, and shall not conflict with, or cause a breach of, or default under, any such term or result in the creation of any lien upon any of its properties or assets, except with respect to Issuer, the lien of the Bond Indenture;

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(i) no Governmental Approval is required in connection with the valid authorization, execution, delivery and performance by such Party of this Agreement or the consummation of any of the transactions contemplated hereby other than those Governmental Approvals that have been obtained; and
(j) it enters this Agreement as a bona-fide, arms-length transaction involving the mutual exchange of consideration and, once executed by both Parties, considers this Agreement a legally enforceable contract.

Section 8.2 Warranty of Title . Issuer warrants that it will deliver to Purchaser (a) all Base Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any Person arising prior to the Delivery Point , and (b) all Assigned Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any Person that are imposed on such Assigned Product solely as a result of Issuer’s or Prepay LLC’s actions.

Section 8.3 Disclaimer of Warranties . EXCEPT FOR THE WARRANTIES

EXPRESSLY MADE BY ISSUER IN THIS ARTICLE VIII, ISSUER HEREBY DISCLAIMS

ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Section 8.4 Continuing Disclosure . Purchaser agrees to provide to Issuer : (a) such financial and operating information as may be requested by Issuer, including Purchaser’s most recent audited financial statements, for use in Issuer’s offering documents for the Bonds ; and (b) annual updates to such information and statements to enable Issuer to comply with its undertakings to enable the underwriters of the offerings of the Bonds to comply with the continuing disclosure provisions of Rule 15c2-12 of the United States Securities and Exchange Commission. Failure by Purchaser to comply with its agreement to provide such annual updates shall not be a default under this Agreement, but any such failure shall entitle Issuer or an owner of the Bonds to take such actions and to initiate such proceedings as may be necessary and appropriate to cause Purchaser to comply with such agreement, including without limitation the remedies of mandamus and specific performance.

ARTICLE IX.

TAXES
As between Issuer and Purchaser, Issuer shall (i) be responsible for, and pay or cause to be paid, all ad valorem, excise, severance, production and other taxes assessed with respect to Product (other than any Assigned Product) delivered pursuant to this Agreement arising prior to the applicable Delivery Point and (ii) indemnify Purchaser and its Affiliates for any such taxes paid by Purchaser or its Affiliates , in each case to the extent Issuer is reimbursed or indemnified for such taxes by Prepay LLC . As between Issuer and Purchaser, Purchaser shall (i) be responsible for all taxes with respect to Product received pursuant to this Agreement assessed at or from the applicable Delivery Point (other than ad valorem, franchise or income taxes which are related to the sale of Product other than Assigned Energy and, therefore, the responsibility of

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Issuer) and all ad valorem, excise, severance, production and other taxes assessed with respect to Product delivered pursuant to this Agreement assessed against Issuer and not reimbursed or indemnified by Prepay LLC, and (ii) indemnify Issuer and its Affiliates for any such taxes paid by Issuer or its Affiliates. Nothing shall obligate or cause a Party to pay or be liable for any tax for which it is exempt under Law.

ARTICLE X.

JURISDICTION

ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST EITHER PARTY ARISING

OUT OF OR RELATING HERETO SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS

OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES OF AMERICA, IN EITHER CASE LOCATED IN LOS ANGELES COUNTY, CALIFORNIA. BY EXECUTING AND

DELIVERING THIS AGREEMENT, EACH PARTY, FOR ITSELF AND IN CONNECTION

WITH ITS PROPERTIES, IRREVOCABLY ACCEPTS GENERALLY AND

UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; AGREES THAT

SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY

BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH ARTICLE XVI; AND

AGREES THAT SERVICE AS PROVIDED ABOVE IS SUFFICIENT TO CONFER

PERSONAL JURISDICTION OVER THE PARTY IN ANY SUCH PROCEEDING IN ANY

SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.

ARTICLE XI.

FORCE MAJEURE
Section 11.1 Applicability of Force Majeure. To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under this Agreement and such Party (the “Claiming Party ”) gives notice and details of the Force Majeure to the other Party as soon as practicable, then the Claiming Party shall be excused from the performance of its obligations with respect to this Agreement (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure). The Claiming Pa rty shall remedy the Force Majeure with all reasonable dispatch. For the duration of the Claiming Party’s non-performance (and only for such period), the non-Claiming Party shall not be required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure.

Section 11.2 Settlement of Labor Disputes . Notwithstanding anything to the contrary herein, the Parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be within the sole discretion of the Party experiencing such disturbance, and the failure of a Party to settle such strikes, lockouts or other industrial disturbances shall not prevent the existence of Force Majeure or of reasonable dispatch to remedy the same.

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ARTICLE XII.

GOVERNMENTAL RULES AND REGULATIONS
Section 12.1 Compliance with Laws. This Agreement shall be subject to all present and future Laws of any Government Agency having jurisdiction over this Agreement or the transactions to be undertaken hereunder , and neither Party has knowingly undertaken or will knowingly undertake or knowingly cause to be undertaken any activity that would conflict with such Laws; provided, however, that nothing herein shall be construed to restrict or limit either Party’s right to object to or contest any such Law , or its application to this Agreement or the transactions undertaken hereunder, and neither acquiescence therein or compliance therewith for any period of time shall be construed as a waiver of such right.

Section 12.2 Contests. Excluding all matters involving a contractual dispute between the Parties, no Party shall contest, cause to be contested or in any way actively support the contest of the equity, fairness, reasonableness or lawfulness of any terms or conditions set forth or established pursuant to this Agreement, as those terms or conditions may be at issue before any Government Agency in any proceeding, if the successful result of such contest would be to preclude or excuse the performance by either Party of this Agreement or any provision hereunder.

Section 12.3 Defense of Agreement. Excluding all matters involving a contractual dispute between the Parties, each Party shall hereafter defend and support this Agreement before any Government Agency in any proceeding, if the substance, validity or enforceability of all or any part of this Agreement is hereafter directly challenged or if any proposed changes in regulatory practices or procedures would have the effect of making this Agreement invalid or unenforceable or would subject either Party to any greater or diffe rent regulation or jurisdiction that materially affects the rights or obligations of the Parties under this Agreement.

ARTICLE XIII.

ASSIGNMENT
The terms and provisions of this Agreement shall extend to and be binding upon the Parties and their respective successors, assigns, and legal representatives; provided, however, that, subject to Section 18.14, neither Party may assign this Agreement or its rights and interests, in whole or in part, under this Agreement without the prior written consent of the other Party ; provided furthermore that, for the avoidance of doubt, Issuer agrees that it shall terminate any applicable Issuer Assignment Agreement s and Purchaser Assignment Agreements concurrent ly with the assignment of this Agreement. Prior to assigning this Agreement, Purchaser shall deliver to Issuer written confirmation from each Rating Agenc y (as defined in the Bond Indenture) , provided that such agency has rated and continues to rate the Bonds , that the assignment will not result in a reduction, qualification, or withdrawal of the then- current ratings assigned by such Rating Agency to the Bonds. Whenever an assignment or a transfer of a Party’s interest in this Agreement is requested to be made with the written consent of the other Party , the assigning or transferring Party’s assignee or transferee shall expressly assume, in writing, the duties and obligations under this Agreement of the assigning or transferring Party. Upon the agreement of a

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Party to any such assignment or transfer, the assigning or transferring Party shall furnish or cause to be furnished to the other Party a true and correct copy of such assignment or transfer and assumption of duties and obligations.

ARTICLE XIV.

PAYMENTS
Section 14.1 Monthly Statements.
(a) Purchaser’s Statements. No later than the 10th day of each Month during the Delivery Period (excluding the first Month of the Delivery Period) and the first Month following the end of the Delivery Period, Purchaser shall deliver to Issuer a statement (a “Purchaser’s Statement”) listing (i) in respect of any Shortfall Quantity in the prior Month, the Replacement Price applicable to such Shortfall Quantity , and (ii) any other amounts due to Purchaser in connection with this Agreement with respect to the prior Months. (b) Billing Statements. For any Month during the Delivery Period for which Purchaser has not issued a valid Remarketing Election Notice , Issuer shall deliver billing statements (each, a “Billing Statement”) consistent with the below. (i) With respect to any amounts due from Purchaser hereunder with respect to Assigned Products under any Issuer Assigned PPAs: no later than the [ 5th] day of each Month during the Delivery Period (including the first Month of the Delivery Period), Issuer shall deliver a Billing Statement to Purchaser, which for the avoidance of doubt (x) will be calculated based on projected costs consistent with the terms of the relevant Issuer Assigned PPA PSA(s) and (y) shall provide for payment at a minimum of an amount equal to the Contract Price Assigned Prepay Quantity set forth in Exhibit A-2 to this Agreement for each such Issuer Assigned PPA. For added clarity: the Parties acknowledge and agree that Billing Statements delivered under this Section 14.1(b)(i) shall be delivered in the Month of the relevant Product deliveries.
(ii) With respect to any amounts due from Purchaser hereunder other than with respect to Assigned Products under Issuer Assigned PPAs: no later than the 20th day of each Month during the Delivery Period (excluding the first Month of the Delivery Period) and the first Month following the end of the Delivery Period (the “ Billing Date”), shall deliver a Billing Statement to Purchaser indicating (A) the total amount due to Issuer for Product delivered hereunder in the prior Month, (B) any other amounts due to Issuer or Purchaser in connection with this Agreement with respect to the prior Months, and (C) the net amount due to Issuer or Purchaser; provided that Prepay LL C’s delivery of a Billing Statement to Issuer and Purchaser pursuant to and as defined in the Master Power Supply Agreement shall be deemed to satisfy Issuer’s obligation to deliver a Billing Statement hereunder; provided furthermore that invoicing for all Assigned PAYGO Products shall occur under the P PA Custodial Agreements. For each Month of any Assignment Period for a Purchaser Assigned PPA, the Billing Statement prepared by Issuer shall assume that all Assigned Projected Quantities under each Purchaser Assigned PPA were delivered for

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such Month. For added clarity: the Parties acknowledge and agree that Billing Statements delivered under this Section 14.1(b)(ii) shall be delivered in the Month following the relevant Product deliveries.
(iii) To the extent that a Monthly Statement (as defined in the PPA Custodial Agreements) subsequently delivered under a PPA Custodial Agreement reflects that less than the Assigned Prepay Quantities were actually delivered under an Assigned PPA, then (A) the previously delivered Billing Statement shall be deemed to be updated in accordance with such Billing Statement; and (B) Issuer shall owe a resettlement payment to Purchaser in an amount equal to the resettlement payment owed by Prepay LLC to Issuer under [Section 14.1(b)(ii)] o f the Master Power Supply Agreement. The Parties acknowledge and agree that J. Aron shall have a separate resettlement payment obligation with respect to the amounts described in the clause (B) of the preceding sentence under the Electricity Sale and Service Agreement, and J. Aron’s payment of the [J. Aron Resettlement Amount] as defined in and pursuant to the PPA applicable Custodial Agreement shall satisfy the corresponding obligations of the respective parties under each of the Elect ricity Sale and Service Agreement, the Master Power Supply Agreement and this Agreement. (c) Supporting Documentation. Upon request by either Party, the other Party shall deliver such supporting documentation of the foregoing statements and information described in this Section 14.1 as such requesting Party may reasonably request.

Section 14.2 Payments.
(a) Payments Due.
(i) If a Billing Statement delivered under Section 14.1(b)(i) indicates an amount due from Purchaser for any Month during the Delivery Period, then Purchaser shall remit such amount to Issuer by wire transfer (pursuant to the Issuer’s instructions), in immediately available funds, on or before the [25
th] day of the Month to which such Billing Statement relates, or if such day is not a Business Day, the preceding Business Day. (ii) If a Billing Statement delivered under Section 14.1(b)(ii) indicates an amount due from Purchaser for any Month during the Delivery Period for which Purchaser has not issue d a valid Remarketing Election Notice, then Purchaser shall remit such amount to Issuer by wire transfer (pursuant to the Trustee’s instructions), in immediately available funds, on or before the 20th day of the Month following the most recent Month to which such Billing Statement relates, or if such day is not a Business Day, the preceding Business Day. If a Billing Statement delivered under Section

14.1(b)(ii) indicates an amount due from Issuer, then Issuer shall remit such amount to Purchaser by wire transfer (pursuant to Purchaser’s instructions), in immediately available funds, on or before the 28th day of the Month following the most recent Month to which s uch Billing Statement relates, or if such day is not a Business Day, the following Business Day.

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(iii) Notwithstanding the foregoing, payments due from
Purchaser for Assigned PAYGO Product under Purchaser Assigned PPAs shall be due two Business Days’ preceding the payment date specified in the Purchaser Assigned PPA; provided that payments due from Purchaser for Assigned PAYGO Product shall be satisfied by Purchaser’s compliance with Section 3.2(a)(ii) and Section 3.2(a)(iii) in respect of such Assigned PAYGO Product.
(iv) For added clarity: the Parties acknowledge and agree that the payment instructions may be different for amounts payable by Purchaser under Section 14.1(b)(i) and Section 14.1(b)(ii), respectively. (b) No Duty to Estimate . If Purchaser fails to issue a Purchaser’s Statement with respect to any Month, Issuer shall not be required to estimate any amounts due to Purchaser for such Month, provided that Purchaser may include any such amount on subsequent Purchaser’s Statements issued within the next sixty (60) days. The sixty (60) -day deadline in this subsection (b) replaces the two (2) year deadline in Section 14.5 with respect to any claim by any non - delivering Party of inaccuracy in any estimated invoice issued or payment made pursuant to this subsection (b).

Section 14.3 Payment of Disputed Amounts. If Purchaser disputes any amounts included in a Billing Statement, Purchaser shall (except in the case of manifest error) nonetheless pay any amount required by the Billing Statement in accordance with Section 14.2 without regard to any right of set-off, counterclaim, recoupment or other defenses to payment that Purchaser may have; provided, however, that Purchaser shall have the right, after payment, to dis pute any amounts included in a Billing Statement or otherwise used to calculate payments due under this Agreement pursuant to Section 14.5. If Issuer disputes any amounts included in the Purchaser’s Statement , Issuer may withhold payment to the extent of the disputed amount; provided, however, that interest shall be due at the Default Rate for any withheld amount later found to have been properly due.

Section 14.4 Late Payment. If Purchaser fails to remit the full amount payable within one Business Day when due, interest on the unpaid portion shall accrue from the date due until the date of payment at the Default Rate.

Section 14.5 Audit; Adjustments.
(a) Right to Audit . A Party shall have the right, at its own expense, upon reasonable notice to the other Party and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other Party to the extent reasonably necessary, but only to such extent, to verify the accuracy of any statement, charge, payment, or computation made under this Agreement . This right to examine, audit, and obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Agreement.
(b) Deadline for Objections . Each Purchaser’s S tatement and each Billing Statement shall be conclusively presumed final and accurate, and all associated claims for under-

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or overpayments shall be deemed waived unless such Purchaser’s Statement or Billing S tatement is objected to in writing, with adequate explanation and/or documentation, within two (2) years after the applicable Month of Product delivery.
(c) Payment of Adjustments. All retroactive adjustments shall be paid in full by the Party owing payment within 30 days of notice and mutually agreed upon substantiation of such inaccuracy. If the Parties are unable to agree upon any retroactive adjustments requested by either Party within the time period specified in Section 14.5(b), then either Party may pursue any remedies available with respect to such adjustments at law or in equity. Retroactive adjustments for payments made based on an incorrect Purchaser’s Statement or Billing Statement shall bear interest at the Default Rate from the date such payment was made.

Section 14.6 Netting; No Set -Off. The Parties shall net all amounts due and owing, including any past due amounts (which, for the avoidance of doubt, shall include any accrued interest), arising under this Agreement such that the Party owing the greater amount shall make a single payment of the net amount to the other Party in accordance with this Article XIV .

Notwithstanding the foregoing, no Party shall be entitled to net any amounts that are in dispute , and payment for all amounts set forth in a Billing Statement provided to Purchaser shall be made without set-off or counterclaim of any kind.

Section 14.7 Source of Purchaser’s Payments. Purchaser covenants and agrees to make payments due hereunder from Utility Revenues, and only from such Utility Revenues, as an operating expense of its utility system; provided, however, that Purchaser may apply any legally available monies to the payment of amounts due hereunder.

Section 14.8 Rate Covenant. Purchaser hereby covenants and agrees that it will establish, fix, prescribe, maintain, and collect rates, fees, and charges from the customers of its utility system so as to provide Utility Revenues sufficient to enable Purchaser to pay Issuer all amounts payable under this Agreement and to pay all other amounts payable from Utility Revenues, and to maintain any required reserves for Purchaser’s utility system. Purchaser further covenants and agrees that it shall not furnish or supply services free of charge to any Person, except any such service free of charge that Purchaser is supplying on the date hereof as has been specifically identified by Purchaser to Issuer in writing, and it shall promptly enforce the payment of any and all account s owing to Purchaser for the sale of Product or the provision of distribution or other services to its customers. Purchaser further covenants and agrees that in any future bond issue undertaken by Purchaser, or in connection with any other financing or f inancial transaction, Purchaser shall provide that the amounts payable by it under this Agreement constitute a cost of purchased Product and an operating expense of its electric system payable, together with all other operating expenses, from a first charg e on Utility Revenues. Purchaser further covenants that it shall not take any action that would give rise to an event under Section 17.2(b) with respect to Purchaser.

Section 14.9 Pledge of Utility Revenues. Purchaser shall not grant any lien on or security interest in, or otherwise pledge or encumber, the Utility Revenues if the terms or effect of such lien, pledge or other encumbrance results in such lien, pledge or other encumbrance having priority over the obligations of Purchaser to pay the Contract Price, which obligations constitute operating expenses of Purchaser.

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Section 14.10 Financial Responsibility . When reasonable grounds for insecurity of payments due under this Agreement arise, Issuer may demand, and Purchaser shall provide within two (2) Business Days if demanded, adequate assurance of performance. Reasonable grounds include but are not limite d to the occurrence of an insolvency or liquidation proceeding with respect to Purchaser or the downgrading of Purchaser’s credit rating, if any, to a level below investment grade, or such facts and circumstances which would constitute reasonable grounds for insecurity under applicable Law. Adequate assurance shall mean sufficient security in the form and for a term reasonably specified by Issuer, including but not limited to a standby irrevocable letter of credit, a prepayment, a deposit to an escrow account, or a performance bond or guaranty by a creditworthy entity. The Parties agree that in the event Purchaser fails to provide such adequate assurance as demanded, Issuer shall have the right to suspend its performance under this Agreement, including the making of deliveries of Product to Purchaser, on one (1) day written notice and shall not be obligated to restore such performance until the later of (i) the first day of the Month after such demand has been satisfied, and (ii) the completion of the term of deliveries to any replacement sales customer to which Prepay LLC has remarketed the Product on behalf of Issuer.

ARTICLE XV.

[RESERVED]
ARTICLE XVI.

NOTICES
Any notice, demand, statement or request required or authorized by this Agreement to be given by one Party to the other Party (or to any third party) shall be in writing and shall either be sent by courier or personal delivery (including overnight delivery service) to each of the notice recipients and addresses specified in Exhibit B for the receiving Party. Any such notice, demand, or request shall be deemed to be given when actually received (including overnight delivery service). Each Party shall have the right, upon 10 days’ prior written notice to the other Party, to change its list of notice recipients and addresses in Exhibit B. The Parties may mutually agree in writing at any time to deliver notices, demands or requests through alternate or additional methods.

ARTICLE XVII.

DEFAULT; REMEDIES; TERMINATION
Section 17.1 Issuer Default. Each of the following events shall constitute a n “Issuer Default” under this Agreement:
(a) any representation or warranty made by Issuer in this Agreement shall prove to have been incorrect in any material respect when made; or

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(b) Issuer shall have failed to perform, observe or comply with any covenant, agreement or term contained in this Agreement , and such failure continues for more than thirty (30) days following receipt by Issuer of written notice thereof.

Section 17.2 Purchaser Default . Each of the following events shall constitute a “Purchaser Default” under this Agreement:
(a) Purchaser fails to pay when due any amounts owed to Issuer pursuant to this Agreement and such failure is not remedied within three days following receipt by Purchaser of written notice thereof;
(b) Purchaser (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency Law or other similar Law affecting creditors’ rights, or a petition is presented for its winding- up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or th e making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained, in each case within 30 days of the institution or presentation thereof; (v) has a resolution passed for its winding- up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets; (vii) has a secured party take possession of all or substantially all of its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its of assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (viii) causes or is subject to any event with respect to it which, under the applicable Laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) through (vii) ; or (ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; (c) any representation or warranty made by Purchaser in this Agreement proves to have been incorrect in any material respect when made; (d) Purchaser shall have failed to perform, observe or comply with any covenant, agreement or term contained in this Agreement, and such failure continues for more than 15 days following the earlier of receipt by Purchaser of notice thereof; or (e) Purchaser shall have failed to establish, maintain, or collect rates or charges adequate to provide Utility Revenues sufficient to enable Purchaser to pay all amounts due to Issuer under this Agreement.

Section 17.3 Remedies Upon Default.

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(a) Termination. If at any time a n Issuer Default or a Purchaser Default has occurred and is continuing, then the non-defaulting Party may do any or all of the following (i) by notice to the defaulting Party specifying the relevant Issuer Default or Purchaser Default , as applicable, terminate this Agreement effective as of a day not earlier than the day such notice is deemed given under Article XVI and/or (ii) declare all amounts due to the non- defaulting Party under this Agreement or any part thereof immediately due and payable, and the same shall thereupon become immediately due and payable, without notice, demand, presentment, notice of dishonor, notice of intent to demand, protest or other formalities of any kind, all of which are hereby expressly waived by the defaulting Party ; provided, however, this Agreement shall automatically terminate, and all amounts due to the non- defaulting Party hereunder shall immediately become due and payable as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition giving rise to a Purchaser Default specified in Section

17.2(b)(iv) or, to the extent analogous thereto, Section 17.2(b) (viii). In addition, during the existence of an Issuer Default or a Purchaser Default, as applicable, the non-defaulting Party may exercise all other rights and remedies available to it at Law or in equity, including without limitation mandamus, injunction and action for specific performance, to enforce any covenant, agreement or term of this Agreement.
(b) Additional Remedies . In addition to the remedies set forth in Section

17.3(a) (and without limiting any other provisions of this Agreement), during the existence of any Purchaser Default, Issuer may suspend its performance hereunder and discontinue the supply of all or any portion of the Product otherwise to be delivered to Purchaser by it under this Agreement. If Issuer exercises its right to suspend performance under this Section 17.3(b), Purchaser shall remain fully liable for payment of all amounts in default and shall not be relieved of any of its payment obligations under this Agreement . Deliveries of Product may only be reinstated, at a time to be determined by Issuer, upon (i) payment in full by Purchaser of all amounts then due and payable under this Agreement and (ii) unless otherwise agreed by Issuer, payment in advance by Purchaser at the beginning of each Month of amounts estimated by Issuer to be due to Issuer for the future delivery of Product under this Agreement for such Month. Issuer may continue to require payment in advance from Purchaser after the reinstatement of Issuer’s supply services under this Agreement for such period of time as Issuer in its sole discretion may determine is appropriate. In addition, and without limiting any other provisions of or remedies available under this Agreement , if Purchaser fails to accept from Issuer any Product tendered for delivery under this Agreement, Issuer shall have the right to sell such Product to third parties on any terms that Issuer, in its sole discretion, determines are appropriate.
(c) Effect of Early Termination. As of the effectiveness of any termination date in accordance with clause (i) of Section 17.3(a), (i) the Delivery Period shall end, (ii) the obligation of Issuer to make any further sales and deliveries of Product to Purchaser under this Agreement shall terminate, (iii) the obligation of Purchaser to purchase and receive deliveries of Product from Issuer under this Agreement will terminate and (iv) the Parties shall exercise their right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements effective as of the end of the Delivery Period hereunder . Neither this Agreement nor the Delivery Period may be terminated for any reason except as specified in this Article XVII . Without prejudice to any

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payment obligation in respect of periods prior to termination, no payments will be due from either Party in respect of periods occurring after the effective termination date of this Agreement.

Section 17.4 Termination of Master Power Supply Agreement ; Failed Bond Remarketing. Purchaser acknowledges and agrees that (i) in the event the Master Power Supply Agreement terminates prior to the end of the primary term of this Agreement, this Agreement shall terminate on the effective date of early termination of the Master Power Supply Agreement (which date shall be the last date upon which deliveries are required thereunder, subject to all winding up arrangements), (ii) Issuer’s obligation to deliver Product under this Agreement shall terminate upon the termination of deliveries of Product to Issuer under the Master Power Supply Agreement and (iii) in either such event, Issuer shall exercise its right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements in effect. Issuer shall provide notice to Purchaser of any early termination date of the Master Power Supply Agreement . The Parties recognize and agree that, in the event that the Master Power Supply Agreement terminates because of a Failed Remarketing (as defined in the Bond Indenture) of the Bonds that occurs in the first Month of a Reset Period, Issuer shall deliver Product under this Agreement for the remainder of such first Month, and, notwithstanding anything in this Agreement to the contrary, no Monthly Discount Percentage or Annual Refunds shall be associated with such deliveries and the Contract Price shall be adjusted accordingly.

Section 17.5 Limitation on Damages . THE PARTIES CONFIRM THAT THE

EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. EXCEPT WHERE

EXPRESSLY PROVIDED OTHERWISE, FOR BREACH OF ANY PROVISION FOR WHICH

AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS HEREIN PROVIDED, SUCH

EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET

FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NEITHER PA RTY SHALL BE LIABLE FOR

CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES,

LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION, OR OTHERWISE. IT IS

THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON

REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE

OR CAUSES RELATED THERETO, INCLUDING WITHOUT LIMITATION THE

NEGLIGENCE OF EITHER PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTI VE OR PASSIVE. TO THE EXTENT ANY DAMAGES

REQUIRED TO BE PAID UNDER THIS AGREEMENT ARE LIQUIDATED, THE PARTIES

ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO

DETERMINE, OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT,

AND THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. IN DETERMINING THE APPROPRIATE MEASURE OF

DAMAGES THAT WOULD MAKE THE PARTIES WHOLE, THE PARTIES HAVE

THOROUGHLY CONSIDERED, INTER ALIA, THE UNCERTAINTY OF FLUCTUATIONS

IN PRODUCT PRICES, THE ABILITY AND INTENTION OF THE PARTIES TO HEDGE

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SUCH FLUCTUATIONS, THE BARGAINED- FOR ALLOCATION OF RISK, THE

KNOWLEDGE, SOPHISTICATION AND EQUAL BARGAINING POWER OF THE

PARTIES, THE ARMS -LENGTH NATURE OF THE NEGOTIATIONS, THE SPECIAL

CIRCUMSTANCES OF THIS TRANSACTION, THE ACCOUNTING AND TAX

TREATMENT OF THE TRANSACTION BY THE PARTIES, AND THE ENTERING INTO OF

OTHER TRANSACTIONS IN RELIANCE ON THE ENFORCEABILITY OF THE LIQUIDATED DAMAGES PROVISIONS CONTAINED HEREIN.

ARTICLE XVIII.

MISCELLANEOUS
Section 18.1 Indemnification Procedure. With respect to each indemnification included in this Agreement, the indemnity is given to the fullest extent permitted by applicable Law , and the following provisions shall be applicable. The indemnified Party shall promptly notify the indemnifying Party in writing of any Claim, and the indemnifying Party shall have the right to assume its investigation and defense, including employment of counsel, and shall be obligated to pay related court costs, attorneys’ fees and experts’ fees and to post any appeals bonds; provided, however, that the indemnified Party shall have the right to employ at its expense separate counsel and participate in the defense of any Claim. The indemnifying Party shall not be liable for any settlement of a Claim without its express written consent thereto. In order to prevent double recovery, the indemnified Party shall reimburse the indemnifying Party for reasonable payments or costs incurred in respect of an indemnity with the proceeds of any judgment, insurance, bond, surety or other recovery made by the indemnified Party with respect to a covered event.

Section 18.2 Deliveries. Contemporaneously with this Agreement (unless otherwise specified),
(a) each Party shall deliver to the other Party evidence reasonably satisfactory to it of (i) such Party’s authority to execute , deliver and perform its obligations under this Agreement and (ii) the appropriate individuals who are authorized to sign this Agreement on behalf of such Party;
(b) on the Bond Closing Date, Purchaser shall deliver to Issuer a fully executed Federal Tax Certificate in the form attached hereto as Exhibit D; and (c) on the Bond Closing Date, Purchaser shall deliver to Issuer an opinion of counsel to Purchaser in the form attached hereto as Exhibit E.

Section 18.3 Entirety; Amendments . This Agreement, including the exhibits and attachments hereto, constitutes the entire agreement between the Parties and supersedes all prior discussions and agreements between the Parties with respect to the subject matter hereof. There are no prior or contemporaneous agreements or representations affecting the same subject matter other than those expressed herein. Except for any matters that, in accordance with the express provisions of this Agreement, may be resolved by oral agreement between the Parties , no amendment, modification, supplement, or change hereto shall be enforceable unless reduced to writing and executed by both Parties.

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Section 18.4 Governing Law. THIS AGREEMENT AND THE RIGHTS AND DUTIES

OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND

CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF

THE STATE OF CALIFORNIA, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLE THAT WOULD DIRECT THE APPLICATION OF ANOTHER JURISDICTION’S LAW.

Section 18.5 Non-Waiver. No waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is in writing and signed by the Party against whom such waiver is claimed. No waiver of any breach or breaches shall be deemed a waiver of any other subsequent breach.

Section 18.6 Severability. If any provision of this Agreement, or the application thereof, shall for any reason be invalid or unenforceable, then to the extent of such invalidity or unenforceability, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the maximum extent permissible under applicable Law , so long as the economic and legal substance of the transactions contemplated hereby is not affected in any materially adverse manner as to either Party.

Section 18.7 Exhibits. Any and all Exhibits and attachments referenced in this Agreement are hereby incorporated herein by reference and shall be deemed to be an integral part hereof.

Section 18.8 Winding Up Arrangements. All indemnity and confidentiality obligations, audit rights, and other provisions specifically providing for survival shall survive the expiration or termination of this Agreement. The expiration or termination of this Agreement shall not relieve either Party of (a) any unfulfilled obligation or undischarged liability of such Party on the date of such termination or (b) the consequences of any breach or default of any warranty or covenant contained in this Agreement. All obligations and liabilities described in the preceding sentence of this Section 18.8, and applicable provisions of this Agreement creating or relating to such obligations and liabilities, shall survive such expiration or termination.

Section 18.9 Relationship of Parties. The Parties shall not be deemed to be in a relationship of partners or joint venturers by virtue of this Agreement, nor shall either Party be an agent, representative, trustee or fiduciary of the other. Neither Party shall have any authority to bind the other to any agreement. This Agreement is intended to secure and provide for the services of each Party as an independent contractor.

Section 18.10 Immunity. Each Party represents and covenants to and agrees with the other Party that it is not entitled to claim immunity on the grounds of sovereignty or other similar grounds with respect to itself from (i) suit or (ii) jurisdiction of any court because of its status as a political subdivision of the State of California; provided that the foregoing relates only to contractual claims and not to any claim based in tort.

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Section 18.11 Rates and Indices. If the source of any publication used to determine the index or other price used in the Contract Price should cease to publish the relevant prices or should cease to be published entirely, an alternative index or other price will be used based on the determinations made by Issuer and Prepay LLC under Section 18.11 of the Master Power Supply Agreement. Issuer shall provide Purchaser the opportunity to provide its recommendations and other input to Issuer for Issuer’s use in the process for selecting such alternative index or other price under Section 18.11 of the Master Power Supply Agreement.

Section 18.12 Limitation of Liability . During the Delivery Period, t he obligations of Issuer under this Agreement are special and limited obligations payable solely from the revenues, income and funds of its Clean Energy Project that are pledged pursuant to the Bond Indenture.

Section 18.13 Counterparts. This Agreement may be executed and acknowledged in multiple counterparts and by the Parties in separate counterparts, each of which shall be an original and all of which shall be and constitute one and the same instrument.

Section 18.14 Third Party Beneficiaries; Rights of Trustee. Purchaser acknowledges and agrees that (a) Issuer will pledge and assign its rights, title and interest in and to this Agreement and the amounts payable by Purchaser under this Agreement to secure Issuer’s obligations under the Bond Indenture; (b) the Trustee shall be a third -party beneficiary of this Agreement with the right to enforce Issuer’s rights and Purchaser’s obligations under this Agreement; (c) J. Aron shall be a third-party beneficiary of this Agreement with the right to enforce the provisions of Article VI; (d) the Trustee or any receiver appointed under the Bond Indenture shall have the right to perform all obligations of Issuer under this Agreement ; and (e) in the event of any Purchaser Default under Section 17.2(a), (i) Prepay LLC may, to the extent provided for in, and in accordance with, the Receivables Purchase Exhibit to the Master Power Supply Agreement , take assignment from Issuer of receivables owed by Purchaser to Issuer under this Agreement, and Prepay LLC or any third party transferee who purchases and takes assignment of such receivables from Prepay LLC shall thereafter have all rights of collection with respect to such receivables (provided that, if at any time an insurance provider agrees to insure Purchaser’s payment obligations hereunder, then such insurance provider shall have the same rights under this Section 18.14 as Prepay LLC), and (ii) if such receivables are not so assigned, the Swap Counterparty (as defined in the Master Power Supply Agreement) shall have the right to pursue collection of such receivables to the extent any non-payment by Issuer to any Swap Counterparty was caused by Purchaser ’s payment default.

Pursuant to the terms of the Bond Indenture , Issuer has irrevocably appointed the Trustee as its agent to issue notices and , as directed under the Bond Indenture, to take any other actions that Issuer is required or permitted to take under this Agreement . Purchaser may rely on notices or other actions taken by Issuer or the Trustee, and Purchaser has the right to exclusively rely on any notices delivered by the Trustee, regardless of any conflicting notices that it may receive from Issuer.

Section 18.15 Waiver of Defenses. Each Party waives all rights to set-off, counterclaim, recoupment and any other defenses that might otherwise be available to it with regard to its obligations pursuant to the terms of this Agreement.

Section 18.16 Rate Changes.

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(a) Standard of Review. Absent the agreement of the Parties to the proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement, whether proposed by a Party (to the extent that any waiver in Section 18.16(b) below is unenforceable or ineffective as to such Party ), a non-party or FERC acting sua sponte, shall solely be the “public interest” application of the “just and reasonable” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group Inc. v. Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 (2008). (b) Waiver. In addition, and notwithstanding Section 18.16(a), to the fullest extent permitted by applicable Law , each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under Section 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classif ication, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable Law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement , notwithstanding any subsequent changes in applicable Law or market conditions that may occur. In the event it were to be determined that applicable Law precludes the Parties from waiving thei r rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this Section 18.16(b) shall not apply, provided that, consistent with Section

18.16(a), neither Party shall seek any such changes excep t solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in Section

18.16(a).

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.
[Separate Signature Page(s) Attached]

Signature Page to the Clean Energy Purchase Contract

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By: ____________________________________
Name:______________________________
Title:_______________________________

Signature Page to the Clean Energy Purchase Contract

CITY OF COLTON ATTEST:

By: __________________________ By: __________________________ Name: Charles Berry Name: Isaac T. Suchil Title: Electric Utility Director Title: City Clerk

APPROVED AS TO FORM:

COLTON CITY ATTORNEY’S
OFFICE
By: __________________________
Name: Carlos L.Campos
Title: City Attorney

A-1

EXHIBIT A-1

BASE QUANTITIES; BASE DELIVERY POINTS; COMMODITY REFERENCE PRICES [To be attached.]
[Primary Delivery Point: [____]]
Delivery Hours: [____]
Commodity Reference Prices: [____]

FLOW DATE BASE

UNADJUSTED

QUANTITIES
(MWH/DELIVERY
HOUR)

BASE QUANTITY

REDUCTION

MWH/DELIVERY
HOUR

BASE QUANTITY

MWH/DELIVERY
HOUR

[EXPLANATION: Exhibit A-1 lists the quantities of MWh of Base Energy, which we expect to be zero at all times pursuant to the Base Quantity Reductions resulting from PPA assignments.]

A-2

EXHIBIT A-2

ASSIGNED RIGHTS AND OBLIGATIONS
[To be attached.]
PPA: [PPA
Seller]
[PPA
Seller]
[PPA
Seller]
[PPA
Seller]
[PPA
Seller]
[PPA
Seller]
[PPA
Seller]
Purchaser
Percentage of
PPA Output:
[____]% [____]% [____]% [____]% [____]% [____]% [____]% Assigned
Delivery
Point:
[____] [____] [____] [____] [____] [____] [____]
APC Contract
Price
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
Assignment
Period
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
Commodity
Month
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
[____], 2026 [____]
MWh
[____]
MWh
[____]
MWh
[____]
MWh
[____]
MWh
[____]
MWh
[____]
MWh
…

[EXPLANATION: Exhibit A-2 lists the Assigned PPA volumes for redelivery to Purchaser under this Agreement.]

B-1

EXHIBIT B

NOTICES
IF TO ISSUER: Southern California Public Power Authority Attention: Executive Director
1160 Nicole Court
Glendora, CA 91740
Email: [email protected]

IF TO PURCHASER: [____]
[____]
[____]
[____]

C-1

EXHIBIT C

REMARKETING ELECTION NOTICE
Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740

Aron Energy Prepay 51 LLC
c/o J. Aron & Company LLC
200 West Street
New York, NY 10282

[Trustee]
[_____]
[_____]
[_____]

To the Addressees:

The undersigned, duly authorized representative of [____] (the “Purchaser”), is providing this notice (the “Remarketing Election Notice”) pursuant to the Clean Energy Purchase Contract, dated as of [_____], 2026 (the “Clean Energy Purchase Contract”), between Southern California Public Power Authority and Purchaser. Capitalized terms used herein shall have the meanings set forth in the Clean Energy Purchase Contract.

Pursuant to Section 3.4(b) of the Clean Energy Purchase Contract , the Purchaser has elected to have its Base Quantity, for each Hour of the Reset Period commencing __________ and extending to and including ______________, remarketed beginning as of the commencement of such Reset Period. The resumption of deliveries of Base Quantities in any future Reset Period shall be in accordance with Section 3.4(b) of the Clean Energy Purchase Contract.

Given this [___] day of [_________], 20[__].

[____]

By: __________________________

Name: ________________________

Title: _________________________

D-1

EXHIBIT D

FORM OF FEDERAL TAX CERTIFICATE

This Federal Tax Certificate is executed in connection with the Clean Energy Purchase Contract dated as of [______], 2026 (the “Clean Energy Purchase Contract”), by and between the Southern California Public Power Authority (“Issuer”) and [____] (“Power Purchaser ”).

Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Clean Energy Purchase Contract, in the Tax Certificate and Agreement, or in the Bond Indenture.

WHEREAS Power Purchaser acknowledges that Issuer is issuing the Bonds to fund the prepayment price under the Master Power Supply Agreement; and WHEREAS the Bonds are intended to qualify for tax exemption under Section 103 of the Internal Revenue Code of 1986, as amended; and
WHEREAS Power Purchaser’s use of Energy acquired pursuant to the Clean Energy Purchase Contract and certain funds and accounts of Power Purchaser will affect the Bonds’ qualification for such tax exemption.

NOW, THEREFORE, POWER PURCHASER HEREBY CERTIFIES AS FOLLOWS:

1. Power Purchaser is a municipal corporation organized and existing under the Laws of the State of California.

2. Power Purchaser will resell all of the Energy acquired pursuant to the Clean Energy Purchase Contract to its retail Energy customers within its service area, with retail sales in all cases being made pursuant to regularly established and generally applicable tariffs or under authorized requirements contracts. For purposes of the foregoing sentence, the term “service area” means (x) the area throughout which Power Purchaser, Power Purchaser’s municipal wholesale customers, or a joint action agency’s municipa l customers, provided power transmission or distribution service at all times during the 5 -year period ending on [______] , and from then until the date of issuance of the Bonds (the “Closing Date”), and (y) any area recognized as the service area of Power Purchaser under state or federal law.

3. The annual average amount during the testing period of Energy purchased (other than for resale) by customers of Power Purchaser who are located within the service area of Power Purchaser is [________] MWh. The maximum annual amount of Energy in any year being acquired pursuant to the Clean Energy Purchase Contract is [_______] MWh. The annual average amount of Energy which Power Purchaser otherwise has a right to acquire as of the Closing Date (including rights to capacity to generate electricity, whether owned, leased or otherwise contracted for) is [________] MWh. The sum of (a) the maximum amount of Energy in any year being acquired pursuant to the Clean Energy Purchase Contract, and (b) the amount of Energy that Power

D-2

Purchaser otherwise has a right to acquire (including rights to capacity to generate electricity, whether owned, leased or otherwise contracted for) in the year described in the foregoing clause (a), is [________] MWh. Accordingly, the amount of Energy to be acquired under the Clean Energy Purchase Contract by Power Purchaser, supplemented by the amount of Energy otherwise available to Power Purchaser as of the Closing Date, during any year does not exceed the sum of (i) [___]% of the annual average amount during the testing period of Energy purchased (other than for resale) by customers of Power Purchaser who are located within the service area of Power Purchaser; and (ii) the amount of Energy to be used to transport the Energy purchased pursuant to the Master Power Supply Agreement to Power Purchaser during such year. For purposes of this paragraph 3, the term "testing period" means the 5 calendar years ending [______], and the term "service area" means (x) the area throughout which Power Purchaser provided power transmission or distribution service at all times during the testing period, (y) any area within a county contiguous to the area described in (x) in which retail customers of Power Purchaser are located if such area is not also served by another utility providing power services, and (z) any area recognized as the service area of Power Purchaser under state or federal law.

4. Power Purchaser expects to pay for Energy acquired pursuant to the Clean Energy Purchase Contract solely from funds derived from its power distribution operations. Power Purchaser expects to use its current net revenues to pay for current Energy acquisitions. There are no funds or accounts of Power Purchaser or any person who is a related Person to Power Purchaser in which monies are invested and which are reasonably expected to be used to pay for Energy acquired more than one year after it is acquired. No portion of the proceeds of the Bonds will be used directly or indirectly to replace funds of Power Purchaser or any persons who are related Persons to Power Purchaser that are or were intended to be used for the purpose for which the Bonds were issued.

_______________, 2026
[____]

By: __________________________

Name: ________________________

Title: _________________________

E-1

EXHIBIT E

OPINION OF COUNSEL
Southern California Public Power Authority
Glendora, CA
Aron Energy Prepay 51 LLC
New York, NY
[Trustee]
[City, State]
Goldman Sachs & Co. LLC
New York, NY
[Commodity Swap Counterparty]
[City, State]
Re: Clean Energy Purchase Contract between [____] and Southern California Public Power Authority, dated as of [_____], 2026
Ladies and Gentlemen:

I am [_______] to [____] (“Purchaser”). I am furnishing this opinion to you in connection with the Clean Energy Purchase Contract between the Southern California Public Power Authority (“Issuer”) and Purchaser dated as of [____], 2026 (the “Clean Energy Purchase Contract”).

Unless otherwise specified herein, all terms used but not defined in this opinion shall have the same meaning as is ascribed to them in the Clean Energy Purchase Contract.

In connection with this opinion, I have examined originals or copies, certified or otherwise identified to my satisfaction, of the following:
(a) The Constitution and laws of the State of California (the “State”) including, as applicable, acts, ordinances, certificates, articles, charters, bylaws, and agreements pursuant to which Purchaser was created and by which it is governed; (b) Resolution No. [__], duly adopted by Purchaser on [_______] (the “Resolution”) and certified as true and correct by certificate, authorizing Purchaser to execute and deliver the Clean Energy Purchase Contract;
(c) A copy of the Clean Energy Purchase Contract executed by Purchaser; and (d) All outstanding instruments relating to bonds, notes, or other indebtedness of or relating to Purchaser’s electric utility system.

E-2

I have also examined and relied upon originals or copies, certified or otherwise authenticated to my satisfaction, of such records, documents, certificates, and other instruments, and made such investigations of law, as in my judgment I have deemed necessa ry or appropriate to enable me to render the opinions expressed below.

Based upon the foregoing, I am of the opinion that:

1. Purchaser is a public agency of the State of California, duly organized and validly existing under the laws of the State and has the power and authority to own its properties, to carry on its business as now being conducted, and to enter into and to perform its obligations under the Clean Energy Purchase Contract.

2. The execution, delivery, and performance by Purchaser of the Clean Energy Purchase Contract have been duly authorized by the governing body of Purchaser and do not and will not require, subsequent to the execution and delivery of the Clean Energy Purchase Contract by Purchaser, any further consent or approval of the governing body or any officers of Purchaser.

3. Assuming that New York law is the same in these respects as the State’s laws, the Clean Energy Purchase Contract is the legal, valid, and binding obligation of Purchaser, enforceable in accordance with its terms, except as such enforceability may be subjec t to (i) the exercise of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratori a, and other similar laws affecting creditors’ rights heretofore or hereafter enacted, to the extent constitutionally applicable.

4. Other than those approvals, consents, and/or authorizations that have already been obtained, no approval, consent, or authorization of any governmental or public agency, authority, commission or person, or, to my knowledge, of any holder of any outstanding bonds or other indebtedness of Purchaser relating to Purchaser’s electricity utility system, is required with respect to the execution, delivery, and performance by Purchaser of the Clean Energy Purchase Contract or Purchaser’s participation in the transactions contemplated thereby.

5. The authorization, execution, and delivery of the Clean Energy Purchase Contract and compliance with the provisions thereof (a) to my knowledge will not conflict with or constitute a breach of, or default under, (i) any instrument relating to the organization, existence, or operation of Purchaser, (ii) any ruling, regulation, ordinance, judgment, order, or decree to which Purchaser (or any of its officers in their respective capacities as such) is subject or (iii) any provision of the laws of the State relating to Purchaser and its affairs, and (b) to my knowledge will not result in, or require the creation or imposition of, any lien on any of the properties or revenues of Purchaser pursuant to any of the foregoing, in each case described in clauses (a) and (b) above solely with respect to Purchaser’s electric utility system.

6. To my knowledge, the Purchaser’s execution and delivery of the Clean Energy Purchase Contract will not result in the breach of or default under any applicable constitutional provision or any law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan or other agreement, resolution, indenture, bond, note, resolution, agreement or other instrument to which Purchaser is a party or to which Purchaser or any of its property or assets is otherwise subject.

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7. Payments to be made by Purchaser under the Clean Energy Purchase Contract shall constitute operating expenses of Purchaser’s electric utility system payable solely from the revenues and other available funds of Purchaser’s electric utility system as a cost of purchased electricity.

8. As of the date of this opinion, to the best of my knowledge, after due inquiry, there is no pending or threatened action or proceeding at law or in equity or by any court, government agency, public board, or body affecting or questioning the existence of P urchaser or the titles of its officers to their respective offices or affecting or questioning the legality, validity, or enforceability of the Clean Energy Purchase Contract, nor to my knowledge is there any basis therefor.

Wherever in this opinion with respect to the presence or absence of facts the phrase “to my knowledge” or any similar phrase is used, such phrase indicates only that no actual knowledge of the presence or absence of such facts has come to my attention, and I advise you that I have not undertaken any independent investigation with regard thereto.

The opinions expressed herein are based upon the law and other matters in effect on the date hereof. The opinions expressed are matters of professional judgment and are not a warranty, assurance, or guaranty of result. I assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision, or otherwise, or should any facts or other matters upon which I have relied change.

The opinions expressed herein are limited to the laws of the State and applicable federal laws of the United States. No opinion is being expressed with respect to New York law.

This opinion is rendered solely for the use and benefit of the addressees listed above in connection with the Clean Energy Purchase Contract and may not be relied upon other than in connection with the transactions contemplated by the Clean Energy Purchase Contract or by any other person or entity for any purpose whatsoever, nor may this opinion be quoted in whole or in part or otherwise referred to in any document or delivered to any other person or entity, without the prior written consent of the undersigned.

Very truly yours,

[_________]
[_________]

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EXHIBIT F-1

FORM OF ISSUER ASSIGNMENT AGREEMENT
[To be attached.]

[EXPLANATION: Once in agreed form, the unpopulated form of Issuer Assignment Agreement will be pasted into this exhibit for future reference.]

F-2

EXHIBIT F-2

FORM OF PURCHASER ASSIGNMENT AGREEMENT
[To be attached.]

[EXPLANATION: Once in agreed form, the unpopulated form of Purchaser Assignment Agreement will be pasted into this exhibit for future reference.]

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EXHIBIT G

COMMUNICATIONS PROTOCOL FOR BASE QUANTITIES
This Exhibit G (“ Communications Protocol”) addresses the Scheduling of Base Quantities to be delivered and received at the Base Delivery Point. It is intended to be attached to both the Master Power Supply Agreement and the Clean Energy Purchase Contract, each as defined below.

1. ADDITIONAL DEFINED TERMS
In addition to the terms defined in Article I of this Agreement , the following terms used in this Communications Protocol shall have the following meanings:

1.1. “Agreement” means (i) when this Communications Protocol is attached to the Master Power Supply Agreement, the Master Power Supply Agreement and (ii) when this Communications Protocol is attached to the Clean Energy Purchase Contract, the Clean Energy Purchase Contract.

1.2. “Clean Energy Purchase Contract ” means that certain Clean Energy Purchase Contract dated as of [______], 2026 by and between Issuer and Project Participant.

1.3. “Delivery Scheduling Entity” means Prepay LLC or a Person designated by Prepay LLC, as set forth in Attachment 4 hereto or in a subsequent written notice to Issuer and the Project Participant.

1.4. “Issuer” means Southern California Public Power Authority, a joint powers authority organized pursuant to the laws of the State of California.

1.5. “Master Power Supply Agreement” means that certain Master Power Supply Agreement dated as of [______], 2026 by and between Prepay LLC and Issuer that is specified as relating to the Clean Energy Purchase Contract with Project Participant.

1.6. “Operational Nomination” has the meaning specified in Section 4.1.1.

1.7. “Prepay LLC ” means Aron Energy Prepay 51 LLC, a Delaware limited liability company.

1.8. “Project Participant” means [____], [__________].

1.9. “Receipt Scheduling Entity” means, with respect to any Base Quantities to be delivered under the Master Power Supply Agreement, the Project Participant, unless the Clean Energy Purchase Contract has been suspended or terminated, in which case the Receipt Scheduling Entity will be Issuer or a Person designated by Issuer for such Delivery Point in accordance with this Communications Protocol.

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1.10. “Relevant Contract” means the Master Power Supply Agreement and the Clean Energy Purchase Contract.

1.11. “Relevant Party” means Issuer, Prepay LLC or the Project Participant.

1.12. “Relevant Third Party” means any Person that is (i) a Transmission Provider that will or is intended to transport Product to be delivered or received under the Agreement, (ii) an independent system operator or control area that coordinates the Scheduling of Product at the Base Delivery Point, (iii) Scheduling receipt of Product by Issuer or for the account of Issuer to the extent such Product has been delivered to Issuer or for the account of Issuer under the Master Power Supply Agreement, and (iv) deliveri ng Product to Issuer or for the account of Issuer to the extent such Product is intended to be re -delivered ultimately to the Project Participant or for the account of the Project Participant under the Clean Energy Purchase Contract.

1.13. “Scheduling Entities” means the Receipt Scheduling Entity and the Delivery Scheduling Entity.

2. AGREEMENTS OF RELEVANT PARTIES
Each Relevant Party that is a party to Relevant Contract to which this Communications Protocol is attached acknowledges that this Communications Protocol sets forth certain obligations that may be delegated to other Relevant Parties that are not parties to such Relevant Contracts. In connection therewith:

2.1 Reliance on Scheduling Entity. Each Relevant Party shall be entitled to rely exclusively on any communications or directions given by a Delivery Scheduling Entity or Receipt Scheduling Entity, in each case to the extent such communications are permitted hereunder.

2.2 Performance of Communications Protocol. Each Relevant Party to a Relevant Contract shall cause its counterparty to each other Relevant Contract to comply with the provisions of this Communications Protocol as the provisions apply to such counterparty to the extent required to perform the obligations of the Relevant Party under the Relevant Contract.

2.3 Third Party Beneficiaries. To the extent this Communications Protocol purports to give any Relevant Party (a “Beneficiary”) rights vis -à-vis any other Relevant Party (a “Burdened Party” ) with whom such Beneficiary does not have privity under a Relevant Contract, such Beneficiary shall be deemed to be a third party beneficiary of each Relevant Contract to which the Burdened Party is a party to the extent necessary or convenient to enforce the obligations of the Burdened Party under this Communications Protocol.

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2.4 Amendment of Relevant Contracts. No Relevant Party shall amend, waive or otherwise modify any provision of any Relevant Contract to which it is a party without the consent of each other Relevant Party whose rights or obligations would be materially and adversely affected by such amendment, waiver or modification as it relates to this Communications Protocol.

2.5 Amendment of Communications Protocol. No Relevant Party shall amend any provision of this Communications Protocol in a Relevant Contract without the consent of each other Relevant Party.

2.6 Waiver of Communications Protocol. No Relevant Party shall waive any provision of this Communications Protocol in a Relevant Contract without the consent of each other Relevant Party whose rights or obligations would be materially and adversely affected by such waiver.
3 DESIGNATION AND REPLACEMENT OF SCHEDULING ENTITIES

3.1 Designation of Delivery Scheduling Entity. Prepay LLC may designate a new Delivery Scheduling Entity upon thirty (30) days written notice to Issuer substantially in the form of Attachment 4 . Any Scheduling Entity designated in accordance with this Section 3.1 shall commence service at the beginning of a Month, unless mutually agreed in writing between Prepay LLC and Issuer.

3.2 Assumption by Receipt Scheduling Entity. If any Delivery Scheduling Entity (other than Prepay LLC) persistently fails to perform its obligations as contemplated under this Communications Protocol, the Receipt Scheduling Entity may, by notice to Prepay LLC, require that Prepay LLC deal directly with the Receipt Scheduling Entity until a new Delivery Scheduling Entity is designated in accordance with this Section 3.1.

3.3 Scheduling Coordinator. Each Project Participant, as applicable, shall designate a scheduling c oordinator for the purposes of accepting Base Product delivery under its Clean Energy Purchase Contract at the Base Delivery Point through the scheduling of ISTs.
4 INFORMATION EXCHANGE AND COMMUNICATION BETWEEN ISSUER AND

PREPAY LLC

4.1 Communication of Operational Nomination Details.

4.1.1 Not later than three Days prior to each Day during which Base Product is required to be delivered under the Agreement , the Receipt Scheduling Entity for such Delivery Point may deliver an operational nomination in writing (the “Operational Nomination”) indicating any inability of a Project Participant to receive all of its Base Quantities during such Day, which

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Operational Nomination shall be without prejudice to any party’s rights under the Relevant Contracts for failure to receive Base Quantities. If no changes to Base Quantities are so submitted, the Operational Nomination shall be deemed to nominate the full Base Quantities required to be delivered on a Day.

4.1.2 Not later than three Days prior to each Day during which Base Product is required to be delivered under the Agreement , the Delivery Scheduling Entity for such Delivery Point may revise the Operational Nomination to indicate any inability of Prepay LLC to deliver all Base Quantities during such Day, which revised Operational Nomination shall be without prejudice to any party’s rights under the Relevant Contracts for failure to deliver Base Quantities.

4.2 Event-specific Communications.

4.2.1 Remarketing Notices issued by Issuer under the Master Power Supply Agreement (including in response to a Remarking Election Notice issued by any Project Participant under its Clean Energy Purchase Contract) shall be substantially in the form of Attachment 2 hereto. Any such notices to remarket must be delivered directly to Prepay LLC and the Delivery Scheduling Entity.

4.2.2 Each Scheduling Entity shall notify Prepay LLC , Issuer and the Project Participant as soon as practicable in the event of: ( i) any deficiencies in Scheduling related to such Scheduling Entity; (ii) any deficiencies in Scheduling related to the other such Scheduling Entity; and (iii) any issues with Relevant Third Parties that that would reasonably be expected to create issues related to Product Scheduling under the Relevant Contract. 5 ACCESS AND INFORMATION

5.1 Verification of Product Scheduled. In addition to the delivery of and access to the records and data required pursuant to the Agreement , each Relevant Party agrees to provide relevant records from itself and other Relevant Third Parties necessary to document and verify Product Scheduled within and after the Month as needed to facilitate the Relevant Contracts.

5.2 View Rights. To the extent requested by a Delivery Scheduling Entity or Prepay LLC, the Receipt Scheduling Entities will use Commercially Reasonable Efforts to cooperate with the Delivery Scheduling Entity and Prepay LLC to ensure that Delivery Scheduling Entity and Prepay LLC has sufficient agency view rights from each such Scheduling Entity to allow Prepay LLC to view Base Product Scheduling at the Base Delivery Point.

G-5

6 NOTICES
Any notice, demand, request or other communication required or authorized by this Communications Protocol to be given by one Relevant Party to another Relevant Party shall be in writing, except as otherwise expressly provided herein. It shall either be sent by facsimile (with receipt confirmed by telephone and electronic transmittal receipt), courier, or personally delivered (including overnight delivery service) to the representative of the other Relevant Party designated in Attachment 1 hereto. Any such notice, demand, or request shall be deemed to be given (i) when sent by facsimile confirmed by telephone and electronic transmittal receipt or (ii) when actually received if delivered by courier or personal delivery (including overnight delivery service).

Each Relevant Party shall have the right, upon written notice to the other Relevant Parties, to change its address at any time, and to designate that copies of all such notices be directed to another Person at another address.
7 NO IMPACT ON CONTRACTUAL OBLIGATIONS
Except as expressly set forth herein or in an applicable Relevant Contract , nothing in this Communications Protocol nor any Relevant Party ’s actions or inactions hereunder shall have any impact on any Relevant Party ’s rights or obligations under the Relevant Contracts.
8 ATTACHMENTS
Attachment 1 - Key Personnel
Attachment 2 - Remarketing Notice Form
Attachment 3 - Designation of Alternate Base Delivery Points Form Attachment 4 - Designation of Scheduling Entities Form

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Attachment 1
Key Personnel
Prepay LLC Marketing Personnel:

Timothy Capuano
Sales and Trading
Telephone: (212) 357-2542
[email protected]

Prepay LLC Scheduling Personnel:

Scheduling Team
Email: [email protected]
Direct Phone: (212) 855-6188
Fax: (212) 493-9847

Other Prepay LLC Personnel:

Telephone: (212) 855-0880
[email protected]

Andres E. Aguila
General Notices
Telephone: (212) 855-0608
Fax: (212) 291-2124
[email protected]

Issuer Personnel:

Attention: Executive Director
Telephone: (626) 793-9364
Fax: (626) 793-9461
Email: [email protected]

Project Participant Personnel:

[____]
[____]
[____]
[____]3

3 NTD: To be populated for each project participant once scheduling information is provided.

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Attachment 2
Remarketing Notice Form
Date: [_____________]

To: Prepay LLC Scheduling

From: Project Participant Scheduling

This notice is being delivered pursuant to that certain Master Power Supply Agreement (the “Prepaid Agreement”) dated as of [______], 2026 by and between Aron Energy Prepay 51 LLC (“Prepay LLC”) and Southern California Public Power Authority, a joint powers authority organized pursuant to the laws of the State of California (“Issuer”), and relates to the Clean Energy Purchase Contract (the “Clean Energy Purchase Contract”) dated as of [______], 2026 by and between Issuer and [____] (“Project Participant”). Capitalized terms not defined herein are defined in the Prepaid Agreement.

Check the box to indicate type of Remarketing Notice ( The numbers of the Primary (“ P”) and Alternate (“ A”) Delivery Points below correspond to those same Primary and Alternate Base Delivery Points set forth in Exhibit A-1 of the Agreement, or as may be designated by the Parties from time to time):

 Monthly Remarketing Notice:

Month(s) for which remarketing is requested: _____________________, 20__ through _______________________, 20__.

Pursuant to Section 3(b) of Exhibit C of the Master Power Supply Agreement, Project Participant requests that Prepay LLC remarket in such M onth(s) the following Base Quantities of Product required to be delivered at the following Delivery Points:

Delivery Point (P/A, #) MWh/ Hour for each Hour in the Month

 Daily Remarketing Notice:

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Hours for which remarketing is requested: _____________________, 20__ through _______________________, 20__.

Pursuant to Section 3(c) of Exhibit C of the Master Power Supply Agreement, Project Participant requests that Prepay LLC remarket for such Hours the following Base Quantities of Product required to be delivered at the following Delivery Point:

Delivery Point (P/A, #) MWh/Hour

Submitted by Project Participant:
[____]

By: _________________________
Name: _______________________
Title: ________________________

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Attachment 3
Designation of Alternate Base Delivery Points Form
This designation is delivered pursuant to that certain Master Power Supply Agreement (the “Master Power Supply Agreement”) dated as of [______], 2026 by and between Aron Energy Prepay 51 LLC (“Prepay LLC”) and Southern California Public Power Authority, a joint powers authority organized pursuant to the laws of the State of California (“Issuer”) and the Clean Energy Purchase Contract (the “Clean Energy Purchase Contract”) dated as of [______], 2026 by and between Issuer and [____] (“Project Participant”). Capitalized terms not defined herein are defined in the Master Power Supply Agreement and the Clean Energy Purchase Contract. Project Participant and/or Issuer hereby proposes the following Alternate Delivery Points for deliveries of Energy that would otherwise be made at the specified Primary Delivery Point:

ALTERNATE

DELIVERY POINT

PRIMARY

DELIVERY POINT

AFFECTED

COMMODITY

REFERENCE PRICE

PRICING POINT

ADDITIONAL

RESTRICTIONS
1 [e.g.
2 Vol. Limit:____
3 Time Limit:]___
(etc.)

Unless otherwise agreed among Prepay LLC, Issuer and Project Participant, an Alternate Delivery Point shall utilize the same Commodity Reference Price as the Primary Delivery Point it replaces or otherwise affects. Project Participant is not required to agree or accept this designation (or any change to the Commodity Reference Price) if it is being submitted by Issuer pursuant to the Master Power Supply Agreement only.

AGREED AND

ACCEPTED BY PREPAY
LLC:
(if required) AGREED TO

AND ACCEPTED BY

PROJECT
PARTICIPANT:
(if required) AGREED TO

AND ACCEPTED BY
ISSUER:

By:

Name:

Title:

By:

Name:

Title:

By:

Name:

Title:

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Attachment 4
Designation of Scheduling Entities Form
This designation is being delivered pursuant to that certain Master Power Supply Agreement (the “Master Power Supply Agreement”) dated as of [______], 2026 by and between Aron Energy Prepay 51 LLC (“Prepay LLC”) and Southern California Public Power Authority, a joint powers authority organized pursuant to the laws of the State of California (“Issuer”) and relates to the Clean Energy Purchase Contract (the “Clean Energy Purchase Contract”) dated as of [______], 2026 by and between Issuer and [____] (“Project Participant”). Capitalized terms not defined herein are defined in the Master Power Supply Agreement and Clean Energy Purchase Contract. [If delivered by Project Participant:

Receipt Scheduling Entity:

Delivery Point: ________________________

Effective Date(s) of Service of Receipt Scheduling Entity (full Months only):
________________, ______ to ________________, ______, if applicable

Notice Information for Receipt Scheduling Entity:

Name: ______________________________
Attention: ______________________________
Address: ______________________________
______________________________
Telephone: ______________________________
Fax: ______________________________]

[If delivered by Prepay LLC:

Delivery Scheduling Entity:

Delivery Point: ________________________

Effective Date(s) of Service of Delivery Scheduling Entity (full Months only):

________________, ______ to ________________, ______, if applicable

Notice Information for Delivery Scheduling Entity:

Name: ______________________________
Attention: ______________________________

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Address: ______________________________
______________________________
Telephone: ______________________________
Fax: ______________________________]
Submitted by:
[Project Participant or Prepay LLC]

By: _____________________________
Name: _____________________________
Title: _____________________________

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EXHIBIT H

PRICING AND OTHER TERMS

Administrative Fee: $[____]/MWh
Delivery Period: The period beginning on and including [______], 2026 and ending at the end of the Day before [_______]; provided that the Delivery Period shall end immediately upon the
termination of deliveries of Product under the Master Power Supply Agreement pursuant to Article XVII thereof or the early termination of the Clean Energy Purchase Contract pursuant to Article XVII hereof.

Initial Reset Period: The period beginning at the beginning of the Day on [______] and ending at the end of the Day of [______], provided that the Initial Reset Period shall end immediately upon the termination of deliveries of Product under the Master Power Supply Agreement pursuant to Article XVII
thereof or the
early termination of the Clean Energy Purchase Contract pursuant to Article XVII hereof.

Minimum Discount
Percentage:

An Available Discount Percentage as determined under the Re-Pricing Agreement of [___] % for each Reset Period after the Initial Reset Period.

Monthly Discount Percentage: For each Month of the Initial Reset Period, [___]%, and for each Month of any other Reset Period, the percentage
determined by the Calculation Agent pursuant to the Re - Pricing Agreement, exclusive of any Annual Refund.

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EXHIBIT I

FORM OF REMEDIATION CERTIFICATE

[DATE]

Southern California Public Power Authority (“Issuer”)
Attention: Executive Director
1160 Nicole Court
Glendora, CA 91740
Email: [email protected]

Aron Energy Prepay 51 LLC (“Prepay LLC”)
c/o J. Aron & Company LLC
[200 West Street
New York, NY 10282
Email: [email protected]]

Re: Remediation Certificate for the Clean Energy Purchase Contract, dated [____], between [Participant] and Issuer (the “Clean Energy Purchase Contract”)

To the addressees:

The undersigned, duly authorized representative of [Participant], a [____] (“Purchaser”), hereby certifies as follows in connection with the remediation of Disqualified Remarketing Proceeds (as defined below). Capitalized terms used herein shall have the meanings set forth in the Clean Energy Purchase Contract.

1. Remarketing Request. Pursuant to Section 7.5 of the Clean Energy Purchase Contract , the Contract Quantities listed below have been remarketed in a Private Business Sale as defined in and pursuant to the remarketing provisions of the Prepaid Agreements (the proceeds of any such purchases, “Disqualified Remarketing Proceeds”).

Remarketing
Date(s)
Remarketed
Quantities
(MWh)
Remarketing
Price ($/MWh)
Disqualified
Remarketing
Proceeds ($)

2. Remarketing and Remediation. Purchaser hereby certifies as follows in connection with the remediation of the Disqualified Remarketing Proceeds described in Section 1 above:

SMRH:4916-4603-9144.4 I-2

a. Set forth as Attachment 1 hereto is a copy of one or more invoices or statements for the purchase of Product under [NOTE: Insert contract description] by Purchaser which Purchaser agrees to apply to the remediation of the Disqualified Remarketing Proceeds set forth in Section 1.

Remediation
Purchase
Date(s)
Remediation
Quantities
(MWh)
Remediation
Price ($/MWh)
Remediation
Dollar Amounts
($)

b. Purchaser represents and warrants that (i) all of such Product was used (A) for a “qualifying use” as defined in U.S. Treas. Reg. § 1.148- 1(e)(2)(iii), and (B) in a manner that will not result in any “private business use” within the meaning of Section 141 of the Internal Revenue Code of 1986, as amended, 26 U.S.C. §1 et seq, and (ii) none of such Product (A) is Priority Product or (B) has been or will be utilized to remediate any remarketing proceeds for Priority Products other than the Disqualified Remarketing Proceeds identified in Section 1.

[Signature Page Follows]

SMRH:4916-4603-9144.4 I-3

In witness whereof the undersigned has executed this Remediation Certificate on and as of the date first written above.

[PARTICIPANT]

By:

Name:

Title:

SM Draft 11 December 2025
CUSTODIAL AGREEMENT1
This Custodial Agreement (this “Agreement”) is made and entered into as of [______], 2026, by and among City of Colton (“Participant”), J. Aron & Company LLC, a New York limited liability company (“ J. Aron”), and [____] (the “Custodian” and together with Participant and J.

Aron, the “Parties”).

RECITALS:

WHEREAS, in connection with the issuance by Southern California Public Power Authority, a joint powers authority organized pursuant to the laws of the State of California (the “Issuer”), of its [Clean Energy Project Revenue Bonds, Series 2026], J. Aron, Issuer and Participant are entering into Assignment Agreements described and to be described in Exhibit A (the “Assignment Agreements”, which definition shall include any new Assignment Agreement identified by J. Aron’s delivery of an updated Exhibit A consistent with Section 3(b)) with the sellers described and to be described in Exhibit A (each, individually, a “ PPA Seller ” and collectively the “PPA Sellers”, which definitions shall include any new PPA Seller identified by J. Aron’s delivery of an updated Exhibit A consistent with Section 3(b)) under power purchase agreements described as Purchaser Assigned PPAs in Exhibit B (the “Purchaser Assigned PPAs”, which definition shall include any new Purchaser Assigned PPA identified by J. Aron’s delivery of an updated Exhibit A consistent with Section 3(b) ), pursuant to which Participant partially assigns its rights and obligations under Purchaser Assigned PPAs to Issuer and Issuer (pursuant to Assignment Agreements referred to herein as Issuer Assignment Agreements) assigns the same rights and obligations to J. Aron; and
WHEREAS, the Parties propose to enter into this Agreement in order to administer payments to be received by the PPA Sellers under the Purchaser Assigned PPAs.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of whic h are hereby acknowledged, the P arties hereto agree as follows:

Section 1. Defined Terms; Interpretation.
(a) Any capitalized term used herein and not otherwise defined herein (including in the recitals) shall have the meaning assigned to such term in that certain Clean Energy Purchase Contract, dated as of [________], 2026. The following additional terms, when used in this Agreement (including the preamble or recitals to this Agreement) and identified by the capitalization of the first letter thereof, have the respective meanings set forth below, unless the context otherwise requires:

1 NTD: To streamline negotiations, we have created a generic form for review and comment by the working group. Once agreed upon, we will replicate this for each Project Participant.

2 “Assigned Product Price ” is the price payable by J. Aron under an Issuer Assignment Agreement and shall be set forth in Exhibit A, as may be updated from time to time consistent with the terms hereof.
“Clean Energy Purchase Contract ” mean s that certain Clean Energy Purchase Contract, dated as of [________], 2026, by and between Participant and the Issuer , as amended from time to time in accordance with its terms.
“Electricity Sale and Service Agreement ” means that certain Electricity Purchase, Sale and Service Agreement, dated as of [________], 2026, by and between Prepay LLC and J.

Aron, as amended from time to time in accordance with its terms. “J. Aron Fixed Payment ” means, in respect of each Purchaser Assigned PPA and each Month in the Assignment Period specified in the Assignment Agreement therefor, the amount set forth for such Purchaser Assigned PPA and Month on Exhibit B hereto. Notwithstanding the foregoing, there shall be no J. Aron Fixed Payment for an Assignment Agreement that provides for payment by J. Aron to the relevant PPA Seller of a floating price for Assigned Products delivered during the Assignment Period.
“J. Aron Prepay Payment ” means, in respect of each Monthly PPA Invoice, an amount determined by Participant as (a) with respect to any Purchaser Assigned PPA that has a J.

Aron Fixed Payment, the J. Aron Fixed Payment for the relevant Month and Purchaser Assigned PPA, and (b) with respect to any Purchaser Assigned PPA that does not have a J. Aron Fixed Payment, the Assigned Prepay Quantity for the relevant Purchaser Assigned PPA for the relevant Month multiplied by the Assigned Product Price; provided that the J. Aron Prepay Payment shall be reduced by (i) the face amount of any Receivables (as defined in the Electricity Sale and Service Agreement) that is delivered by J. Aron to the Custodian pursuant to Section 4(f) and (ii) any Remarketing Fee Amount relating to the Assigned Prepay Quantity remarketed for the relevant Purchaser Assigned PPA; provided further that the J. Aron Prepay Payment will be determined without regard to any PPA Seller Payment Obligation.
“J. Aron Resettlement Amount” means, in respect of any Monthly PPA Invoice that reflects that a quantity of Product less than the Assigned Prepay Quantity was delivered in such Month under the relevant Purchaser Assigned PPA, an amount equal to (i) the product of (x) the portion of such Assigned Prepay Quantity actually delivered thereunder multiplied by (y) the result of the APC Contract Price for such Purchaser Assigned PPA minus (ii) any Remarketing Fee Amount relating to the Assigned Prepay Quantity r emarketed for the relevant Purchaser Assigned PPA..
“Master Power Supply Agreement ” means that certain Master Power Supply Agreement, dated as of [________], 2026, by and between Prepay LLC and the Issuer, as amended from time to time in accordance with its terms.
“Monthly PPA Payment ” means, in respect of any Monthly PPA Invoice, an amount determined by Participant as the total amount to be withdrawn from the Purchaser Assigned PPA Payments Account by the Custodian and paid to the relevant PPA Seller in respect

3 of such Monthly PPA Invoice, which shall equal the total net amount due to such PPA Seller in respect of such Monthly PPA Invoice and shall consist of the following components:
(a) The J. Aron Prepay Payment in respect of such Monthly PPA Invoice, which shall be deemed to be paid to such PPA Seller on behalf of J. Aron in respect of Assigned Products for which such Monthly PPA Invoice is issued; and (b) the Participant Net Payment, if any, in respect of such Monthly PPA Invoice. “Monthly PPA Invoice” has the meaning specified in Section 3(a). “Participant Assigned PPA Payment Account ” has the meaning stated in Section 4(a).
“Participant Gross Payment” means, in respect of any Monthly PPA Invoice, an amount determined by Participant as the positive result, if any, of (a) all amounts owed to the relevant PPA Seller in respect of such Monthly PPA Invoice (determined without r egard to any offsetting PPA Seller Payment Obligation), less (b) the J. Aron Prepay Payment in respect of such Monthly PPA Invoice; provided, for clarity, that the Participant Gross Payment in respect of any Monthly PPA Invoice (i) shall be deemed to be paid to the related PPA Seller on behalf of J. Aron to the extent it relates to any Assigned PAYGO Products, and (ii) otherwise shall be deemed to be paid to the relevant PPA Seller on behalf of Participant. “Participant Net Payment ” means, in respect of any Monthly PPA Invoice, an amount determined by Participant as the positive result, if any, of (a) the Participant Gross Payment in respect of such Monthly PPA Invoice less (b) the PPA Seller Payment Obligation in respect of such Monthly PPA Invoice . The Participant Net Payment shall satisfy any obligations under a Purchaser Assigned PPA with respect to (i) any Assigned PAYGO Products and (ii) any residual obligations of SCPPA thereunder.
“PPA Seller Payment Obligation” means, in respect of any Monthly PPA Invoice, an amount determined by Participant as the total amount owed by the relevant PPA Seller as reflected in such Monthly PPA Invoice, including any amounts that have been netted or set -off against amounts owed to such PPA Seller ; provided, for clarity, that the PPA Seller Payment Obligation in respect of any Monthly PPA Invoice shall be deemed to be paid to Participant and credited against the Participant Gross Payment in respect of such Monthly PPA Invoice, thereby resulting in the Participant Net Payment in respect of such Monthly PPA Invoice required to be deposited by Participant hereunder.
“PPA Shortfall Lookback Summary ” means, in respect of any Monthly PPA Invoice, a list that sets forth the following:
(i) in which Months, if any, the relevant PPA Seller delivered less than the Assigned Prepay Quantity in the preceding 12 Months (any such Month, a “ Lookback Shortfall Month”) under the applicable Purchaser Assigned PPA and whether such under- deliveries were a result of Force Majeure (as defined in the relevant Purchaser Assigned PPA);

4 (ii) the percentage of the Assigned Prepay Quantit y under the applicable Purchaser Assigned PPA actually delivered for each such Lookback Shortfall Month; and (iii) an indication of whether an increased Remarketing Fee (as defined in the Master Power Supply Agreement) is in effect with respect to the relevant Purchaser Assigned PPA consistent with the terms of Exhibits C and F of the Master Power Supply Agreement.
“Purchaser Assigned PPA” has the meaning specified in the Clean Energy Purchase Contract.
“Remarketing Fee Amount ” means, in respect of any Assigned Prepay Quantity remarketed in any Month under the remarketing provisions of the Master Power Supply Agreement, an amount equal to the product of (a) the Assigned Prepay Quantity so remarketed in such Month multiplied by ( b) any Remarketing Fee applicable under the Master Power Supply Agreement.
(b) Except where expressly provided otherwise, any reference herein to any agreement or document includes all amendments, supplements or restatements to and of such agreement or document as may occur from time to time in accordance with its terms and the terms hereof, and any reference to a party to any such agreement includes all successors and assigns of such party thereunder permitted by the terms hereof and thereof.

Section 2. Appointment of Custodian . Participant and J. Aron hereby appoint [______________] as Custodian under this Agreement, with such rights and obligations as are specifically set forth herein. The Custodian hereby accepts such appointment under the terms and conditions set forth herein.

Section 3. Payment Instructions to Custodian; Purchaser Assigned PPA Exhibits. (a) Monthly Statements . No later than five Business Days following receipt of an invoice from a PPA Seller in respect of a Purchaser Assigned PPA and any Month in the Assignment Period therefor (a “Monthly PPA Invoice”), Participant shall deliver a statement (the “Monthly Statement”) showing each of the following in respect of such Monthly PPA Invoice (based on information provided by the relevant PPA Seller in such Purchaser Assigned PPA and Monthly PPA Invoice) to each of the Parties hereto:
(i) the J. Aron Fixed Payment;
(ii) the J. Aron Prepay Payment;
(iii) the J. Aron Resettlement Amount;
(iv) the Participant Gross Payment;
(v) the PPA Seller Payment Obligation;
(vi) the Participant Net Payment;