AGENDA ITEM STAFF REPORT
AGENDA STAFF REPORT TEMPLATE Page 1 of 4 v.8/6/2019
MEETING DATE: April 16, 2026 RESOLUTION NUMBER: 2026-024 SUBJECT:
Approval of a Power Purchase Agreement and an Option Agreement with Notch Peak Project, LLC for the Notch Peak Project, Power Sales Agreements with each of the City of Los Angeles, acting by and through the Los Angeles Department of Water and Power (LADWP) and the City of Glendale, and an Agency Agreement with LADWP; and finding such action exempt from the California Environmental Quality Act
DISCUSSION: ܈܈ OR CONSENT: ܆܆
Select the appropriate box(es):
FROM: METHOD OF SELECTION:
Finance ܆Competitive ܈
Project Development ܈Cooperative Purchase տ
Program Development ܆Sole Source տ
Regulatory/Legislative ܆Single Source տ
Project Administration ܆Other (Please describe):
Legal ܆
Executive Director ܆
MEMBER PARTICIPATION:
Sponsoring Member: Los Angeles Department of Water and Power and City of Glendale Other Members Potentially Participating: None
Approved by Executive Director: ___________________________________
EXHIBIT 1
AGENDA STAFF REPORT TEMPLATE Page 2 of 4 v.8/6/2019
RECOMMENDATION:
Adopt a Resolution authorizing the negotiation, execution, and delivery of a Power Purchase Agreement (PPA) and Option Agreement with Notch Peak Project LLC, and corresponding Power Sales Agreements (each a “PSA”) with the City of Los Angeles, acting by and through the Los Angeles Department of Water & Power (LADWP) and the City of Glendale (Glendale) (Participating Members or Members), and an Agency Agreement with LADWP, for the Notch Peak Project (“Notch Peak Project” or the “Project” ), and finding that such action is exempt from the California Environmental Quality Act. The Notch Peak Project will provide long term renewable energy through the Southern California Public Power Authority (SCPPA) for LADWP and Glendale, the purpose of satisfying each Participating Member’s renewable resource goals.
BACKGROUND:
In order to assist Members in complying with renewable mandates, and to address the renewable electrical energy needs of its Members, in February 14, 2025, SCPPA issued a Request for Proposals for Renewable Energy Resources and Energy Storage Solutions (RFP). The RFP solicited competitive proposals for renewable energy projects or products consistent with the California Renewable Energy Resources Program (Public Resources Code sec. 25740 et seq.) and the California Renewables Portfolio Standard Program (Public Utilities Code sec. 399.11 et seq.), including amendments enacted by passage of SB 100 (De Leon 2018). SCPPA’s RFP targeted proposals for renewable resources with commercial operation or delivery starting in 2026 and beyond.
Notch Peak Project, LLC, submitted a proposal for the Notch Peak Project and was selected by SCPPA and the Participating Members for negotiation of a PPA. The Project is a solar facility that will be located near Millard County, Utah that will have a net capacity of 324 MW of solar.
DISCUSSION:
x Key Terms of the Agreements:
The Notch Peak Project will deliver 324 MW of renewable solar capacity to SCPPA for LADWP and Glendale for a 30-year term. SCPPA will purchase the energy, capacity, and environmental attributes under a PPA with Notch Peak Project, LLC, a special purpose entity (Seller). SCPPA will sell all such energy, capacity, and environmental attributes to LADWP and Glendale under a PSA between SPPA and each of the Participating Members. LADWP will serve as the project manager for the Project under an Agency Agreement between SCPPA and LADWP. Of the Project’s total 324 MW capacity, the participating Members’ shares are as follows:
Member MW (AC) of PV
Capacity
Project
Entitlement
Share
LADWP 299 92.28%
Glendale 25 7.72%
Total 324 100%
The Notch Peak Project’s point of delivery is at the Intermountain Power Plant (IPP). The Project has a target commercial operation date of September 30, 2028 and a guaranteed commercial operation date of December 31, 2028. If Seller fails to achieve commercial operation of the facility by the guaranteed commercial operation date, Seller will be required to pay SCPPA $180,000 per day for each day of delay in achieving the guaranteed commercial operation date for up to one hundred eighty days, after which time SCPPA will be entitled to
AGENDA STAFF REPORT TEMPLATE Page 3 of 4 v.8/6/2019
declare a default and exercise its remedies under the PPA, including the right to terminate the PPA and seek termination payment damages.
The PPA provides for an adjustment in price if the Notch Peak Project is determined to be in an Energy Community area and is eligible for a PTC (Production Tax Credit) adder. An Energy Community can include geographic areas with a recently retired coal mine or coal electric generating unit, or areas with significant fossil fuel extraction, processing, transport, or storage industries and unemployment at or above the national average.
o If the Energy Community adder applies and occurs by May 31, 2026, the adjusted price for the contract will be $46.75/MWh.
o If the facility is an Energy Community area after May 31, 2026 and by the date the Notch Peak facility reaches COD, then the price will be $50.85/MWh. o If the facility isn’t an Energy Community area by COD, then the price will be $52.70/MWh.
x Option Agreement
The Option Agreement provides SCPPA with the right, but not the obligation, to negotiate with Seller for the potential purchase of the Notch Peak Project at the following times over the term of the PPA:
o One (1) year prior to the tenth (10th) anniversary of the COD; and o One (1) year prior to the fifteenth (15th) anniversary of the COD; and o One (1) year prior to every five (5) years after the fifteenth (15) anniversary of the COD until the end of the Agreement.
o Within 60 days of issuance of a Termination Notice from Buyer to Seller.
The Fair Market Value for any such purchase would be determined at the time the option is exercised through a procedure set forth in the Option Agreement.
x Effective Date of PPA and Option Agreement – Termination Right if PSA not Executed:
The PPA and Option Agreement will become effective immediately upon execution by SCPPA and the Seller. However, the corresponding PSA between SCPPA and the Participating Member will not be executed and effective unless and until LADWP and Glendale obtains their governing bodies’ approval of their respective PSAs for the Notch Peak Project. Similarly, the Agency Agreement between SCPPA and LADWP will not be executed unless and until LADWP obtains its governing bodies’ approval of the Agency Agreement.
In order to protect SCPPA from the risk of entering into a long-term PPA without having in place corresponding PSAs with the Participating Members to purchase the energy and capacity, the PPA and Option Agreement provide each of SCPPA and Seller with a termination right if the Participating Members’ approvals are not obtained and the PSAs are not executed by a specified deadline.
The PPA specifies an “Approval Deadline” of six (6) months from the PPA’s effective date. During this time, LADWP will seek governing body approvals to execute its PSA and Agency Agreement, and Glendale will seek governing body approval to execute its PSA. If Participating Members’ approvals are not obtained and the PSA and Agency Agreement are not executed by the Approval Deadline, SCPPA or the Seller has the right to terminate the PPA and Option Agreement. The proposed Resolution would authorize SCPPA officers or the Executive
AGENDA STAFF REPORT TEMPLATE Page 4 of 4 v.8/6/2019
Directors to provide notice of termination if the PSA and Agency Agreement are not approved and executed by Members by the Approval Deadline.
x Selection Method:
The proposal for the Notch Peak Project was selected from thirty-nine (39) proposals received in response to a competitive procurement -- the rolling 2025 Q1/Q2 Request for Proposals for Renewable Energy Resources and Energy Storage Solutions (RFP) which was issued by SCPPA on February 14, 2025, and closed on June 30, 2025. The proposal for the Notch Peak Project was selected by the Members as a viable and cost-effective solar project to be delivered at IPP. The Notch Peak Project will help the Members in achieving its RPS goals and energy needs.
x Environmental Review:
The proposed Board action is exempt from the requirements of the California Environmental Quality Act (CEQA). The SCPPA Board’s approval of the aforementioned agreements and actions taken in furtherance thereof is not a “project” as defined by CEQA 1 as it would not result
in a direct or reasonably foreseeable indirect change in the physical environment. Further, the action does not have the potential to cause a significant effect on the environment and is thus exempt from CEQA under Section 15061(b)(3) of the State CEQA Guidelines 2. Further, the Seller is required to obtain all permits, including all necessary environmental review and permitting, for the construction and operation of the Project.
x SCPPA’s Authority:
In accordance with the Joint Powers Agreement, SCPPA may facilitate and enter into contracts for the procurement of electric generation capacity for SCPPA Members.
FISCAL IMPACT:
SCPPA does not anticipate any significant expenses for the PPA and Option Agreement prior to execution of the PSA and Agency Agreement. To the extent that SCPPA incurs any costs and expenses associated with the Notch Peak Project before the PSAs and Agency Agreement are executed and prior to achieving commercial operation of the Notch Peak Project, such costs and expenses will be paid by LADWP and Glendale under the terms of the Phase II Renewable Development Agreement between SCPPA and each of its Members, and such expenses will be billed to the Participating Members via Resolution Billing under Resolution No. 2012-008. After the PSAs are executed, and following the achievement of commercial operation, LADWP and Glendale will pay for any and all energy products and services associated with the Notch Peak Project (including costs of LADWP as agent, under the Agency Agreement) under the terms of each Participating Member’s PSA.
ATTACHMENTS:
1. Resolution 2026-024
2. Power Purchase Agreement, including Option Agreement between SCPPA and Notch Peak Project, LLC
3. Power Sales Agreements between SCPPA and each of LADWP and Glendale
4. Agency Agreement between SCPPA and LADWP
1 California Public Resources Code §21065
2 14 California Code of Regulations, §15000 et seq.
1 RESOLUTION NO. 2026-024
RESOLUTION RELATING TO THE NOTCH PEAK PROJECT: AUTHORIZING
THE NEGOTIATION, EXECUTION, AND DELIVERY OF A POWER PURCHASE
AGREEMENT AND RELATED DOCUMENTS, AGREEMENTS, AND
INSTRUMENTS, INCLUDING AN OPTION AGREEMENT, BETWEEN SOUTHERN
CALIFORNIA PUBLIC POWER AUTHORITY AND NOTCH PEAK PROJECT, LLC; TWO SEPARATE POWER SALES AGREEMENTS BETWEEN SOUTHERN
CALIFORNIA PUBLIC POWER AUTHORIT Y AND EACH OF THE CITIES OF
GLENDALE, AND LOS ANGELES, ACTING BY AND THROUGH THE
DEPRTMENT OF WATER AND POWER, AND AN ANGECY AGREEMENT
BETWEEN THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND
THE CITY OF LOS ANGELES, ACTING BY AND THROUGH THE DEPARTMENT OF WATER & POWER; AND SUCH OTHER DOCUMENTS, INSTRUMENTS, AND
AGREEMENTS AS MAY BE NECESSARY OR APPROPRIATE TO ACHIEVE THE
FULL UTILIZATION OF THE RESOURCES OF THE PROJECT AND AS SHALL
BEST CARRY FORWARD THE INTERES TS AND OBJECTIVES OF THE AUTHORITY; AND FINDING THAT SUCH ACTION IS EXEMPT FROM THE
CALIFORNIA ENVIRONMENTAL QUALITY ACT
WHEREAS, the Southern California Public Po wer Authority (the “Authority") has issued Requests for Proposals for potenti al renewable electric resources to addres s Authority member renewable energy needs as part of that process th e Authority, and as part of that process, the Authority, together with the cities of Glendale, and Los Angeles acting by and through the Department of Water & Power (“LADWP”) (collectively the “Project Participants”) have expressed an interest in receiving energy generated from a resource denomina ted as the Notch Peak Project and located in Millard County, Utah (the “Project”); and WHEREAS, the Authority and the Project Participants have negotiated with Notch Peak Project, LLC (the “Power Purcha se Provider”) and developed in substantial final form a power purchase agreement (the “Power Purchase Agreeme nt”) whereby the Power Purchase Provider will sell and the Authority will purchase solar energy a nd associated environmenta l rights and benefits of the Project; and
WHEREAS, the Authority and the Project Participants have negotiated with the Power Purchase Provider and developed in substantial final form an Option Agreement whereby the Authority would be provided the ab ility to exercise an option to purchase or acquire the Project or otherwise success to the ow nership of the Project (the “Option Agreement); and 2 WHEREAS, the Authority and the Project Participants desire to enter into two separate power sales agreements (each, a “Power Sales Agreement”), one with each of the Project Participants, whereby the Authority will provide to the Project Participants the full output of the Project, and the Project Participants will pay all costs, liabilities, and obligations of the Authority in connection with the Project; and
WHEREAS, the Authority and LA DWP desire to enter into an agency agreement (the “Agency Agreement”) to designate LADWP to act as the agent and pr oject manager for the Authority in connection with the management and administration of the Project and to ca rry out the necessary project management tasks asso ciated with the Project; and WHEREAS, the under the terms of the Power Purchase Agreement, the Authority may terminate the Power Purchase Agreement if the Au thority and Project Participants are unable to negotiate, approve and execute the Power Sales Ag reements and Agency Agreement by an approval deadline specified in the Power Purchase Ag reement (the “Approval Deadline”); and WHEREAS, the Authority and the Project Particip ants desire to provide for, and authorize, the further development, negotiation, entering into, execution, and delivery of such other documents, instruments, agreements, and arrangements with resp ect to the resources of the Project so as to facilitate the generation, transm ission, and delivery of energy asso ciated with the Project and to provide for the negotiation and approval of thos e terms and conditions with respect to such agreements and arrangements as shall best carry forward the intere sts of the Authority and the Project Participants and as shall best achieve the Author ity’s and the Project Part icipants’ objectives; and WHEREAS, the Authority’s appr oval of the aforementioned ag reements and actions taken in furtherance thereof is not a “project” under th e California Environmenta l Quality Act (“CEQA”) as it would not result in a direct or reasonabl y foreseeable indirect change in the physical environment and further, is exempt from CEQA as the action does not have the potential to cause a significant effect on the environment; and further, the Notch Peak facility will required to obtain all permits, including all necessary environmental review, for the c onstruction and operation of the Project in the State of Utah.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Southern California Public Power Authority as follows:
1. This action is exempt from the requirements of CEQA pursuant to Section 21065 of the California Public Resources Code and Sections 15061(b)(3) and Sections 15061(b) (3) of Title 14 of the California Code of Regulations (the State CEQA Guidelines).
2. The Executive Director is hereby delegated all right, power, and authority to negotiate and finalize, and each of the President, Vice President, and Executive Director of the Authority is hereby authorized and 3 directed upon the successful negotiation thereof, to execute and deliver the Power Purchase Agreement, in substantial form as presented to the Board of Directors, and each of such other agreements, documents, and instruments, the substance or form of which are referenced in or otherwise attached to the Power Purchase Agreement (including but not limited to , the substance and form of the Option Agreement attached to the Power Purchase Agreement), or which may be contemplated by the terms of the Power Purchase Agreement and to which the Authority is to be a party or is to sign, each with such changes, insertions, and omissions as shall be approved by said President, Vice Pres ident, or Executive Director (such approval to be conclusively evidenced by her or his execution and delivery thereof), and each of the Secretary and any Assistant Secretary is hereby authorized to attest to such signature.
3. The Executive Director is hereby delegated all right, power, and authority to negotiate and finalize, and each of the President, Vice President, and Executive Director of the Authority is hereby authorized and directed upon the successful negotiation thereof, to execute and deliver the Power Sales Agreements, in substantial form as presented to the Board of Directors, and each of such other agreements, documents, and instruments, the substance or form of which are referenced or which may be contemplated by the terms of the Power Sales Agreements and to which the Authority is to be a party or is to sign, each with such changes, insertions, and omissions as shall be approved by said President, Vice President, or Executive Director (such approval to be conclusively evidenced by her or his execution and delivery thereof), and each of the Secretary and any Assistant Secretary is hereby authorized to attest to such signature.
4. The Executive Director is hereby delegated all right, power, and authority to negotiate and finalize, and each of the President, Vice President, and Executive Director of the Authority is hereby authorized and directed upon the successful negotiation thereof, to execute and deliver the Agency Agreement, which provides for LADWP to act as agent and project manage r for the Authority, in su bstantially the form as presented to the Board of Directors, and each of su ch other agreements, documents, and instruments, the substance or form of which are referenced or which may be contemplated by the terms of the Agency Agreement and to which the Authority is to be a party or is to sign, each with such changes, insertions, and omissions as shall be approved by said President, Vice President, or Executive Director (such approval to be conclusively evidenced by her or his execution and delivery thereof), and each of the Secretary and any Assistant Secretary is hereby authorized to attest to such signature.
5. In addition to the foregoing, in order to facilitate the negotiati on and consummation of the contemplated arrangements for the generation and delivery of energy from the Project and to carry forward other necessary or appropriate agreements associated with the acquisition of energy and solar generation resources of the Project and the delivery of the ener gy and environmental attributes of the Project to Southern California, and to achieve the full utilization of the resources of the Project, the Board of Directors hereby delegates to the Executive Director of the Au thority all right, power, and authority to negotiate, approve, and execute agreements, documents, and arrangements with respect to the resources of the Project to facilitate the generation, tran smission, and delivery of energy associated with the Project and to negotiate and approve those terms and conditions with respect to such agreements and arrangements as shall best carry forward the interests of the Authority and the Project Participants and as shall best achieve the Authority’s and the Project Participants’ objectiv es, including the negotiation, development, and execution of any consent agreement or other agreement pursuant to a change in control, project-related financing, or as otherwise necessary or appropriate to carry forward the interests of the Authority and the 4 Project Participants, which does not require a material modification to or material change to the Power Purchase Agreement.
5. Each of the President, Vice President, Secretary, any Assistant Secretary, and the Executive Director is hereby authorized to execute and deliver any and all agreements, documents, and instruments and to do and cause to be done any and all acts and things deemed necessary or advisable for carrying out the transactions contemplated by this Resolution (including, but not limited to, making such changes to the agreements, documents, and instruments referred to in this Resolution if such changes are determined by the President, Vice Pr esident, or Executive Director to be necessary or advisable, and including, but not limited to, executing and deliverin g notice of termination of the Power Purchase Agreement if the Authority and the Project Participants are unable to negotiate, approve, and execute the Power Sales Agreements on or be fore the Approval Deadline, as defined in the Power Purchase Agreement). Each reference in this Resolution to the President, Vice President, Secretary, Assistant Secretary, or Executive Director shall refer to the person holding such office or position, as applicable, at the time a given action is taken and shall not be limited to the person holding such office or position at the time of the adoption of this Resolution. All actions heretofore taken by the officers, employees, and agents of the Authority in furtherance of the tr ansactions contemplated by this Resolution are hereby approved, ratified, and confirmed.
THE FOREGOING RESOLUTION NO. 2026-024 is approved and adopted by the Authority this 16th day of April, 2026 and is effective immediately.
_____________________________________
TIKAN SINGH
VICE PRESIDENT
Southern California Public
Power Authority
ATTEST:
_____________________________________
DANIEL E GARCIA
ASSISTANT SECRETARY
Southern California Public
Power Authority
1 RESOLUTION NO. 2026-024
RESOLUTION RELATING TO THE NOTCH PEAK PROJECT: AUTHORIZING
THE NEGOTIATION, EXECUTION, AND DELIVERY OF A POWER PURCHASE
AGREEMENT AND RELATED DOCUMENTS, AGREEMENTS, AND
INSTRUMENTS, INCLUDING AN OPTION AGREEMENT, BETWEEN SOUTHERN
CALIFORNIA PUBLIC POWER AUTHORITY AND NOTCH PEAK PROJECT , LLC; TWO SEPARATE POWER SALES AGREEMENTS BETWEEN SOUTHERN
CALIFORNIA PUBLIC POWER AUTHORITY AND EACH OF THE CITIES OF
GLENDALE, AND LOS ANGELES , ACTING BY AND THROUGH THE
DEPRTMENT OF WATER AND POWER , AND AN ANGECY AGREEMENT
BETWEEN THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY AND
THE CITY OF LOS ANGELES, ACTING BY AND THROUGH THE DEPARTMENT OF WATER & POWER; AND SUCH OTHER DOCUMENTS, INSTRUMENTS , AND
AGREEMENTS AS MAY BE NECESSARY OR APPROPRIATE TO ACHIEVE THE
FULL UTILIZATION OF THE RESOURCES OF THE PROJECT AND AS SHALL
BEST CARRY FORWARD THE INTERESTS AND OBJECTIVES OF THE
AUTHORITY; AND FINDING THAT SUCH ACTION IS EXEMPT FROM THE
CALIFORNIA ENVIRONMENTAL QUALITY ACT
WHEREAS, the Southern California Public Power Authority (the “Authority") has issued Requests for Proposals for potential renewable electric resources to address Authority member renewable energy needs as part of that process the Authority, and as part of that process, the Authority, together with the cities of Glendale, and Los Angeles acting by and through the Department of Water & Power (“LADWP”) (collectively the “Project Participant s”) have expressed an interest in receiving energy generated from a resource denominated as the Notch Peak Project and located in Millard County, Utah (the “Project”) ; and WHEREAS, the Authority and the Project Participant s have negotiated with Notch Peak Project , LLC (the “Power Purchase Provider”) and developed in substantial final form a power purchase agreement (the “Power Purchase Agreement”) whereby the Power Purchase Provider will sell and the Authority will purchase solar energy and associated environmental rights and benefits of the Project ; and
WHEREAS, the Authority and the Project Participants have negotiated with the Power Purchase Provider and developed in substantial final form an Option Agreement whereby the Authority would be provided the ability to exercise an option to purchase or acquire the Project or otherwise success to the ownership of the Project (the “Option Agreement); and Docusign Envelope ID: 78FFF87E-C445-8005-8105-43CDC91DEBD2 2 WHEREAS, the Authority and the Project Participant s desire to enter into two separate power sales agreement s (each, a “Power Sales Agreement”), one with each of the Project Participants, whereby the Authority will provide to the Project Participant s the full output of the Project, and the Project Participant s will pay all costs, liabilities, and obligations of the Authority in connection with the Project; and
WHEREAS, the Authority and LADWP desire to enter into an agency agreement (the “Agency Agreement”) to designate LADWP to act as the agent and project manager for the Authority in connection with the management and administration of the Project and to carry out the necessary project management tasks associated with the Project; and WHEREAS, the under the terms of the Power Purchase Agreement, the Authority may terminate the Power Purchase Agreement if the Authority and Project Participants are unable to negotiate , approve and execute the Power Sales Agreements and Agency Agreement by an approval deadline specified in the Power Purchase Agreement (the “Approval Deadline”) ; and WHEREAS, the Authority and the Project Participant s desire to provide for, and authorize, the further development, negotiation, entering into, execution, and delivery of such other documents, instruments, agreements, and arrangements with respect to the resources of the Project so as to facilitate the generation, transmission, and delivery of energy associated with the Project and to provide for the negotiation and approva l of those terms and conditions with respect to such agreements and arrangements as sh all best carry forward the interests of the Authority and the Project Participant s and as shall best achieve the Authority’s and the Project Participant s’ objectives; and WHEREAS, th e Authority’s approval of the aforementioned agreements and actions taken in furtherance thereof is not a “project” under the California Environmental Quality Act (“CEQA”) as it would not result in a direct or reasonably foreseeable indirect change in the physical environment and further, is exempt from CEQA as the action does not have the potential to cause a significant effect on the environment ; and further, the Notch Peak facility will required to obtain all permits, including all necessary environmental review, for the construction and operation of the Project in the State of Utah .
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Southern California Public Power Authority as follows:
1. This action is exempt from the requirements of CEQA pursuant to Section 21065 of the California Public Resources Code and Section s 15061(b)(3) and Sections 15061(b)(3) of Title 14 of the California Code of Regulations (the State CEQA Guidelines) .
2. The Executive Director is hereby delegated all right, power, and authority to negotiate and finalize, and each of the President, Vice President, and Executive Director of the Authority is hereby authorized and Docusign Envelope ID: 78FFF87E-C445-8005-8105-43CDC91DEBD2 3 directed upon the successful negotiation thereof, to execute and deliver the Power Purchase Agreement, in substantial form as presented to the Board of Directors, and each of such other agreements, documents, and instruments, the substance or form of which are referenced in or otherwise attached to the Power Purchase Agreement (including but not limited to, the substance and form of the Option Agreement attached to the Power Purchase Agreement), or which may be contemplated by the terms of the Power Purchase Agreement and to which the Authority is to be a party or is to sign, each with such changes, insertions, and omissions as shall be approved by said President, Vi ce President, or Executive Director (such approval to be conclusively evidenced by her or his execution and delivery thereof), and each of the Secretary and any Assistant Secretary is hereby authorized to attest to such signature.
3. The Executive Director is hereby delegated all right, power, and authority to negotiate and finalize, and each of the President, Vice President, and Executive Director of the Authority is hereby authorized and directed upon the successful negotiation there of, to execute and deliver the Power Sales Agreements, in substantial form as presented to the Board of Directors, and each of such other agreements, documents, and instruments, the substance or form of which are referenced or which may be contemplated by the terms of the Power Sales Agreements and to which the Authority is to be a party or is to sign, each with such changes, insertions, and omissions as shall be approved by said President, Vice President, or Executive Director (such approval to be conclusively evidenced by her or his execution and delivery thereof), and each of the Secretary and any Assistant Secretary is hereby authorized to attest to such signature.
4. The Executive Director is hereby delegated all right, power, and authority to negotiate and finalize, and each of the President, Vice President, and Executive Director of the Authority is hereby authorized and directed upon the successful negotiation there of, to execute and deliver the Agency Agreement, which provides for LADWP to act as agent and project manager for the Authority, in substantially the form as presented to the Board of Directors, and each of such other agreements, documents, and instruments , the substance or form of which are referenced or which may be contemplated by the terms of the Agency Agreement and to which the Authority is to be a party or is to sign, each with such changes, insertions, and omissions as shall be approved by said Pres ident, Vice President, or Executive Director (such approval to be conclusively evidenced by her or his execution and delivery thereof), and each of the Secretary and any Assistant Secretary is hereby authorized to attest to such signature.
5. In addition to the foregoing, in order to facilitate the negotiation and consummation of the contemplated arrangements for the generation and delivery of energy from the Project and to carry forward other necessary or appropriate agreements associated with the acquisition of energy and solar generation resources of the Project and the delivery of the energy and environmental attributes of the Project to Southern California, and to achieve the full utilization of the resources of the Project, the Board of Directors hereby delegates to the Executive Director of the Authority all right, power, and authority to negotiate, approve, and execute agreements, documents, and arrangements with respect to the resources of the Project to facilitate the generation, transmission, and delivery of energy associated with the Project and to negotiate and approve those terms and conditions with respect to such agreements and arrangements as shall best carry forward the interests of the Authority and the Project Participants and as shall best achieve the Authority’s and the Project Participants ’ objectives, including the negotiation, development, and execution of any consent agreement or other agreement pursuant to a change in control, project -related financing, or as otherwise necessary or appropriate to carry forward the interests of the Authority and the Docusign Envelope ID: 78FFF87E-C445-8005-8105-43CDC91DEBD2 4 Project Participants, which does not require a material modification to or material change to the Power Purchase Agreement.
5. Each of the President, Vice President, Secretary, any Assistant Secretary, and the Executive Director is hereby authorized to execute and deliver any and all agreements, documents, and instruments and to do and cause to be done any and all acts and things deemed necessary or advisable for carrying out the transactions contemplated by this Resolution (including, but not limited to, making such changes to the agreements, documents, and instruments referred to in this Resolution if such changes are determined by the President, Vice President, or Executive Director to be necessary or advisable , and including, but not limited to, executing and delivering notice of termination of the Power Purchase Agreement if the Authority and the Project Participants are unable to negotiate, approve, and execute the Power Sales Agreements on or before the Approval Deadline, as defined in the Power Purchase Agreement). Each reference in this Resolution to the President, Vice President, Secretary, Assistant Secretary, or Executive Director shall refer to the person holding such office or position, as applicable, at the time a given action is taken and shall not be limited to the person holding such office or position at the time of the adoption of this Resolution. All actions heret ofore taken by the officers, employees, and agents of the Authority in furtherance of the transactions contemplated by this Resolution are hereby approved, ratified, and confirmed.
THE FOREGOING RESOLUTION NO. 2026-024 is approved and adopted by the Authority this 16th day of April, 2026 and is effective immediately.
_____________________________________
TIKAN SINGH
VICE PRESIDENT
Southern California Public
Power Authority
ATTEST:
_____________________________________
DANIEL E GARCIA
ASSISTANT SECRETARY
Southern California Public
Power Authority
Docusign Envelope ID: 78FFF87E-C445-8005-8105-43CDC91DEBD2