Vernon City Council
February 17, 2026

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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.

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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 necessary 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 subject to (i) the exercise of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratoria, 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 Purchaser 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.]
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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) delivering 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 coordinator 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 Resolution No. 2026-006

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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.

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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:
[____]
[____]
[____]
[____]4
4 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 Month(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 RePricing 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:

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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]
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In witness whereof the undersigned has executed this Remediation Certificate on and as of the date first written above.
[PARTICIPANT]
By:

Name:

Title:

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SM Draft 11 December 2025
CUSTODIAL AGREEMENT1
This Custodial Agreement (this “Agreement”) is made and entered into as of [______], 2026, by and among [____] (“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 which are hereby acknowledged, the Parties 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.

EXHIBIT H
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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” means 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 remarketed 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 Resolution No. 2026-006

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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 regard 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 underdeliveries were a result of Force Majeure (as defined in the relevant Purchaser Assigned PPA);
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4 (ii) the percentage of the Assigned Prepay Quantity 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;
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5 (vii) the Monthly PPA Payment;
(viii) the “Monthly PPA Invoice Payment Date”, which shall be the last Business Day on which payment on such Monthly PPA Invoice may be made before any incremental interest arises thereon or any default or breach arises under the relevant Purchaser Assigned PPA;
(ix) the “Custodial Agreement Payment Date,” which shall be one Business Day preceding such Monthly PPA Invoice Payment Date; and
(x) the PPA Shortfall Lookback Summary;
provided that Participant shall deliver an updated Monthly Statement in respect of such Monthly PPA Invoice within seven days following agreement by Participant and the applicable PPA Seller to an adjustment to such Monthly PPA Invoice to the extent that such adjustment is agreed upon prior to the date that is 10 days prior to such Monthly PPA Invoice Date; provided furthermore that the Parties acknowledge and agree that any adjustments agreed upon with respect to a Monthly PPA Invoice after the date specified in the foregoing provision shall be resolved solely between Participant and the relevant PPA Seller as provided in the Assignment Agreements. (b) Monthly Statement Verification. J. Aron shall notify Participant and the Custodian promptly, but in no event more than three (3) Business Days, following Participant’s delivery of a Monthly Statement if J. Aron believes any information included on such Monthly Statement is incorrect. Following receipt and verification of the information included in any such notice from J. Aron, Participant shall, to the extent appropriate and in consultation with J. Aron, issue a corrected Monthly Statement to all Parties. Each Party hereto acknowledges and agrees that (i) Participant is calculating the Monthly Statements only for convenience of the Parties, (ii) the purpose of this Agreement is solely to determine amounts to be paid by Participant and J. Aron under separate contracts, and (iii) none of Participant, J. Aron nor any other Party hereto will have any liability whatsoever with respect to any action taken or omitted by it under this Agreement (but without prejudice to an express payment obligation arising under another contract), including as a result of any failure by Participant to timely or properly calculate any amount to be included in a Monthly Statement. Without limiting the foregoing, J. Aron acknowledges that it will have an opportunity to review and comment on each calculation and date included in a Monthly Statement (and shall be aware if such Monthly Statement has not been timely delivered), and Participant will not be responsible in any way for any damages, costs, liabilities, loss of use or any other claims related to an insufficient or late payment under a Purchaser Assigned PPA as a result of any deficiencies in any Monthly Statement.
(c) Purchaser Assigned PPAs Exhibit. [Promptly following the execution of the initial Assignment Agreements, ]J. Aron shall deliver Exhibit A to the other Parties hereto, which will set forth certain information regarding the Purchaser Assigned PPAs as of the date hereof, including, for each Purchaser Assigned PPA, the Assignment Period, the Assigned Product Price, the PPA Seller thereunder, the date thereof, and payment instructions for payments to the PPA Seller. Exhibit B to this Agreement sets forth the J. Aron Fixed Payments for the relevant Purchaser Assigned PPAs. J. Aron shall deliver an updated Exhibit A or Exhibit B, as applicable, to each of the other Parties hereto to reflect any changes to the information set forth therein.

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6 (d) Remediation of Remarketing Proceeds with Participant’s Purchases of Assigned PAYGO Products. The Parties acknowledge and agree that Participant’s purchase of Assigned PAYGO Products shall be applied to the remediation of remarketing proceeds, if any, under the Master Power Supply Agreement in accordance with the terms thereof, provided that for the avoidance of doubt Assigned PAYGO Products may only be applied to remediate remarketing proceeds that arose either in or prior to the Month in which such Assigned PAYGO Products were purchased.
(e) Payments Following the End of an Assignment Period. Participant agrees that it shall be solely responsible for payment under a Purchaser Assigned PPA for any Assigned Products delivered thereunder following the end of an Assignment Period, including without limitation any Assigned Products that are associated with Assigned Energy delivered during the relevant Assignment Period, but payable separately from such Assigned Energy and not delivered pursuant to the terms of the Purchaser Assigned PPA until after the end of the Assignment Period.

Additionally, Participant shall be solely responsible for payment for any Assigned Products that are associated with Assigned Energy delivered during the relevant Assignment Period, but payable separately from such Assigned Energy and not delivered pursuant to the terms of the Purchaser Assigned PPA until after the end of the Assignment Period, and any such amounts will be payable by Participant directly to PPA Seller under any such Purchaser Assigned PPA.

Section 4. Participant Assigned PPA Payments Account.
(a) Payments. With respect to certain payments required to be made by J. Aron and Participant to the PPA Sellers under the Purchaser Assigned PPAs, there is hereby established the custodial account detailed below, bearing the Custodian’s Account No. [____] (the “Participant Assigned PPA Payments Account”), and all payments and deposits made by J. Aron and Participant hereunder shall be wired to such Participant Assigned PPA Payments Account:
[________]
ABA: [________]
FBO: [________]
Acct: [________]
FFC: [________]
Address: [________]
[________]
(b) J. Aron Payments. J. Aron shall pay the J. Aron Prepay Payment in respect of each Monthly PPA Invoice into the Participant Assigned PPA Payments Account on or before the relevant Custodial Agreement Payment Date set forth in the related Monthly Statement. To the extent that (i) a J. Aron Resettlement Amount is due with respect to a Purchaser Assigned PPA and (ii) J. Aron pays some portion of the J. Aron Prepay Payment for such Purchaser Assigned PPA but less than the total amount of the J. Aron Prepay Payment due, J. Aron’s partial payment shall be applied first to the payment of the Monthly PPA Payment to the relevant PPA Seller. In addition, the Custodian agrees to promptly notify Participant if it does not receive the J. Aron Prepay Payment from J. Aron on or before any Custodial Agreement Payment Date, and in such case Participant may elect in its sole discretion to make the J. Aron Prepay Payment to the Custodian for the purpose of satisfying the Monthly PPA Payment.

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7 (c) Participant Deposits. Participant shall deposit the Participant Net Payment in respect of each Monthly PPA Invoice into the Participant Assigned PPA Payments Account on the relevant Custodial Agreement Payment Date set forth in the related Monthly Statement. (d) Application of Payments. The Custodian shall withdraw and apply amounts received under this Section 4 as follows:
(i) any J. Aron Prepay Payment in respect of a Monthly PPA Invoice received from J. Aron (including any payment by Participant on J. Aron’s behalf pursuant to the last sentence of Section 4(b)) and any Participant Net Payment in respect of a Monthly PPA Invoice received from Participant shall be applied first to the payment of the Monthly PPA Payment in respect of such Monthly PPA Invoice to the relevant PPA Seller on the relevant Monthly PPA Invoice Payment Date pursuant to the payment instructions set forth on Exhibit A; provided that if amounts on deposit in the Purchaser Assigned PPA Payment Account are insufficient to pay the entire Monthly PPA Payment in respect of any Monthly PPA Invoice on such date, the Custodian shall (i) withdraw and pay to the relevant PPA Seller the entire remaining balance of the Purchaser Assigned PPA Payment Account (provided that, to the extent that more than one Monthly PPA Invoice is due on such date, the Custodian shall make payment of the available amounts on a pro-rated basis to the payment of the relevant Monthly PPA Invoices on a percentage basis with payment to each relevant PPA Seller of (x) a percentage of the available funds based on (y) the percentage of each relevant Monthly PPA Payment of the aggregate amount of the Monthly PPA Payments due on such date) and (ii) notify such PPA Seller of the amounts received for such Month from each of J. Aron and Participant consistent with such PPA Seller’s contact information provided in Exhibit A; provided furthermore that, if the J. Aron Prepay Payment in respect of any Monthly PPA Invoice exceeds the Monthly PPA Payment in respect of such Monthly PPA Invoice, then the excess of such J. Aron Prepay Payment over such Monthly PPA Payment shall be remitted to Participant on the relevant Monthly PPA Invoice Payment Date pursuant to Participant’s payment instructions set forth on Exhibit C; and
(ii) following the application of payments pursuant to Section 4(d)(i), any J.

Aron Resettlement Amount in respect of a Monthly PPA Invoice received from J. Aron shall be remitted to Participant on the relevant Monthly PPA Invoice Payment Date pursuant to Participant’s payment instructions set forth on Exhibit C. (e) Amounts Held in Trust. Amounts deposited in the Participant Assigned PPA Payments Account shall be held in trust for the benefit of Participant until applied as set forth in Section 4(d) and Section 12, as applicable, and there is hereby granted to Participant a lien on and security interest in the Participant Assigned PPA Payments Account pending such application.

The Custodian shall not be required to comply with any orders, demands, or other instructions from Participant with respect to the Participant Assigned PPA Payments Account, including, without limitation, items presented for payment, or any order or instruction directing the disposition of funds or other assets held in or credited to the Participant Assigned PPA Payments Account, and Participant agrees that prior to the termination of this Agreement in accordance with the terms hereof, it shall have no right to direct the disposition of funds or other assets held in or credited to the Participant Assigned PPA Payments Account other than by issuing Monthly Resolution No. 2026-006

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8 Statements, or to withdraw or otherwise obtain funds or other assets held in or credited to the Participant Assigned PPA Payments Account, whether by order or instruction to the Custodian or otherwise.
(f) Transfer of Receivables. With respect to each Monthly Statement, to the extent J.

Aron has purchased Receivables (as defined in the Electricity Sale and Service Agreement) for amounts owed by Participant for the Month to which such Monthly Statement relates, J. Aron may, at its option and subject to the terms of the relevant Issuer Assignment Agreement (including the terms thereof that limit the transfer of Receivables by J. Aron to a PPA Seller to the portion of any Receivables that relate to Assigned Products delivered under the applicable Issuer Assignment Agreement), (i) notify the Custodian that it intends to transfer all or any portion of such Receivables to the applicable PPA Seller, and (ii) reduce the J. Aron Prepay Payment(s) in respect of the Monthly PPA Invoice from such PPA Seller by the face amount of such Receivables to be transferred. To the extent J. Aron has notified the Custodian of its intent to transfer any such Receivables to a PPA Seller, J. Aron shall cause such Receivables to be transferred to such PPA Seller not later than the relevant Custodial Agreement Payment Date.

Section 5. Custodian; Fees.
(a) Limitation on Liability. The Custodian shall have (i) no liability under any agreement other than this Agreement and (ii) no duty to inquire as to the provisions of any agreement other than this Agreement and the Purchaser Assigned PPAs. The Custodian may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder in accordance with the terms hereof and believed by it to be genuine and to have been signed or presented by the proper Party or Parties. The Custodian shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Custodian shall have no duty to solicit or compel any payments which may be due to it, or to take any action to compel J. Aron or Participant to make the deposits required under Section 4. The Custodian shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Custodian’s gross negligence or willful misconduct was the primary cause of any loss to any other Party hereto. In connection with the execution of any of its powers or the performance of any of its duties hereunder, the Custodian may consult with counsel, accountants and other skilled persons selected and retained by it. The Custodian shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons, provided the Custodian exercised due care and good faith in the selection of such person. Any permissive right or power granted to the Custodian to take actions enumerated under this Agreement shall not be construed as a duty to act. In the event that the Custodian shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any Party hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other Parties hereto or by a final order or judgment of a court of competent jurisdiction. The Custodian may interplead all of the assets held hereunder into a court of competent jurisdiction or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or non-action based on such declaratory judgment. Anything in this Agreement to the Resolution No. 2026-006

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9 contrary notwithstanding, in no event shall the Custodian be liable for special, indirect, incidental or consequential or punitive damages, losses or penalties of any kind whatsoever (including but not limited to lost profits), regardless of the form of action. The Custodian may engage and act through agents and attorneys and shall not be liable for the misconduct or negligence of any such agent or attorney appointed with due care. Nothing herein shall obligate or be construed to obligate the Custodian to advance its own funds, or to expend or risk its own funds. The Custodian shall be responsible only for funds actually received by it for deposit into the Participant Assigned PPA Payments Account, and the Custodian shall not be obliged to advance or risk its own funds to make any payments required hereunder. The Custodian shall have only those duties expressly set forth in this Agreement and no implied duties shall be read into this Agreement against the Custodian.

The Parties hereto acknowledge and agree that the Custodian is not a fiduciary by virtue of accepting and carrying out its obligations under this Agreement and has not accepted any fiduciary duties, responsibilities or liabilities with respect to its services hereunder. The Custodian shall not be responsible for the perfection of any security interest granted hereunder. (b) Custodian Fee. Participant agrees to (i) pay the Custodian reasonable compensation for the services to be rendered hereunder, which compensation shall be $[_______] for each year that this Agreement is in effect, and (ii) pay or reimburse the Custodian upon request for all expenses, disbursements and advances, including reasonable attorneys’ fees and expenses, incurred or made by it in connection with the preparation, execution, performance, delivery, modification and termination of this Agreement. The parties hereto acknowledge that this provision shall survive the resignation or removal of the Custodian or the termination of this Agreement.

Section 6. Succession. The Custodian may resign and be discharged from its duties or obligations hereunder by giving not less than 45 days’ advance notice in writing of such resignation to the other Parties hereto specifying a date when such resignation shall take effect; and such resignation shall take effect upon the day specified in such notice unless a successor shall not have been appointed by the other Parties hereto on such date, in which event such resignation shall not take effect until a successor is appointed. The other Parties hereto shall use their commercially reasonable efforts to make such appointment in a timely fashion, provided that any custodian appointed in succession to the Custodian shall be a bank or trust company organized under the laws of any state or a national banking association and shall have capital stock, surplus and undivided earnings aggregating at least $50,000,000 and shall be a bank with trust powers or trust company willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Agreement. Any corporation or association into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all of the Custodian’s corporate trust line of business may be transferred, shall be the Custodian under this Agreement without further act. Notwithstanding the foregoing, if no appointment of a successor Custodian shall be made pursuant to the foregoing provisions of this Section 6 within 45 days after the Custodian has given written notice to the other Parties of its resignation as provided in this Section 6, the Custodian shall be entitled to apply to any court of competent jurisdiction to appoint a successor Custodian.

Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Custodian. Any corporation or association into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation or association to which all or Resolution No. 2026-006

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10 substantially all of the Custodian’s corporate trust line of business may be transferred, shall be the Custodian under this Agreement without further act.

Section 7. Reimbursement. J. Aron and Participant agree, jointly and severally (subject to the second proviso of this Section 7), to reimburse the Custodian and its directors, officers, agents and employees for any and all loss, liability or expense (including the fees and expenses of in-house or outside counsel and experts and their staffs and all expense of document location, duplication and shipment) arising out of or in connection with (a) the Custodian’s execution and performance of this Agreement, except to the extent that such loss, liability or expense is finally adjudicated to have been caused primarily by the negligence of the Custodian or such director, officer, agent or employee seeking reimbursement, or (b) its following any instructions or other directions from J. Aron or Participant, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof; provided, however, that any amounts due under this Section 7 (x) shall not duplicate any other amounts due under this Agreement, including without limitation amounts due under Section 13 hereof and (y) as between J. Aron and Participant (but without affecting the joint and several nature of the obligation to the Custodian), shall be paid equally by each of J. Aron and Participant (i.e., 50% by J. Aron and 50% by Participant), subject to the second proviso of this Section 7; provided further, however, that, notwithstanding the joint and several nature of the obligations under this Section 7, any amounts due under clause (b) of this sentence resulting from instructions or directions that are not expressly provided for in this Agreement and are given to the Custodian by only one Party shall be the sole obligation of such Party. The Parties hereto acknowledge that this provision shall survive the resignation or removal of the Custodian or the termination of this Agreement.

Section 8. Taxpayer Identification Numbers; Tax Matters. J. Aron and Participant represent that their correct taxpayer identification numbers assigned by the Internal Revenue Service or any other taxing authority is set forth on the signature page hereof. Any tax returns or reports required to be prepared and filed in connection with the Participant Assigned PPA Payments Account will be prepared and filed by Participant, and the Custodian shall have no responsibility for the preparation and/or filing of any tax return with respect to any income earned on the Participant Assigned PPA Payments Account. In addition, any tax or other payments required to be made pursuant to such tax return or filing shall be paid by Participant. The Custodian shall have no responsibility for making such payment unless directed to do so in writing by the appropriate authorized Party and fully indemnified to the Custodian’s satisfaction.

Section 9. Notices. Any notice, demand, statement or request required or authorized by this Agreement to be given by one Party to another Party shall be in writing and shall be sent by courier, or personal delivery (including overnight delivery service) to each of the notice recipients and addresses specified in Exhibit C for the receiving Party. Any such notice, demand, or request shall be deemed to be given when actually received if delivered by courier or personal delivery (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 C. The Parties may mutually agree in writing at any time to deliver notices, demands or requests through alternate or additional methods, such as electronic mail; provided furthermore that the Parties acknowledge and agree that Monthly Statements and any communications under this Agreement relating thereto may be delivered via email to the email addresses specified for each Party in Exhibit C.

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11 Section 10. Miscellaneous.
(a) Amendments. The provisions of this Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by all of the Parties hereto. (b) Assignments. Neither this Agreement nor any right or interest hereunder may be assigned in whole or in part by any Party, except as provided in Section 6, without the prior written consent of the other Parties.
(c) Governing Law. This Agreement and the rights and duties of the Parties hereunder shall be governed by and construed, enforced, and performed in accordance with the laws of the State of New York, without regard to any conflicts of law principle that would direct the application of the laws another jurisdiction; provided, however, that the authority of Participant to enter into and perform its obligations under this Agreement shall be determined in accordance with the laws of the State of California.
(d) Jurisdiction. Each Party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the exclusive jurisdiction of (A) the courts of the State of New York located in the Borough of Manhattan, or of the United States District Court located in the Borough of Manhattan. The Parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement.
(e) Force Majeure. No Party to this Agreement shall be liable to any other Party hereto for losses due to, or if it is unable to perform its obligations under the terms of this Agreement because of, acts of God, fire, war, terrorism, epidemic, pandemic, floods, strikes, electrical outages, equipment or transmission failure, or other causes reasonably beyond its control; provided that a party affected by any such event shall exercise commercially reasonable efforts to resume performance as quickly as possible.
(f) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the Parties to this Agreement may be transmitted by facsimile or by digital pdf transmission, and such facsimile or pdf will, for all purposes, be deemed to be the original signature of such Party whose signature it reproduces, and will be binding upon such Party.

The Parties agree that the electronic signature of a Party to this Agreement, including all acknowledgements, authorizations, directions, waivers and consents thereto (or any amendment or supplement thereto) shall be as valid as an original signature of such Party and shall be effective to bind such Party to this Agreement. The Parties agree that any electronically signed document (including this Agreement) shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed, and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. For purposes hereof, “electronic signature” means a manually signed original signature that is then transmitted by electronic means; “transmitted by electronic means” means sent in the form of a facsimile or sent via the Internet as a pdf (portable document format) or other replicating image attached to an e-mail message; and, “electronically signed document” means a document transmitted by electronic means and Resolution No. 2026-006

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12 containing, or to which there is affixed, an electronic signature. Paper copies or “printouts”, if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the Parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither Party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. (g) No Obligation to Invest. The Custodian shall not be under any obligation to invest or pay interest on amounts held in the Participant Assigned PPA Payments Account from time to time.
(h) Allocation of Payments. Nothing in this Agreement is intended to create any liabilities between Participant and J. Aron. This Agreement is intended solely to allocate payments that are actually made by J. Aron and Participant in respect of amounts owed for physically settled energy under the Purchaser Assigned PPAs that is redelivered under the Electricity Sale and Service Agreement, the Master Power Supply Agreement and the Clean Energy Purchase Contract.

Section 11. Compliance with Court Orders. In the event that any amount held by the Custodian hereunder shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court affecting the property deposited under this Agreement, the Custodian is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing are binding upon it, whether with or without jurisdiction, and in the event that the Custodian obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding that such writ, order or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Section 12. Term; Winding Up. This Agreement will expire concurrently with the receipt of written notice from Participant, with a copy to the other Parties, that the Clean Energy Purchase Contract has terminated in accordance with its terms. Following the Custodian’s payment of any Monthly PPA Payments due in respect of the final month of commodity deliveries prior to such a termination, any remaining balance in the Participant Assigned PPA Payments Account shall be paid to Participant.

Section 13. Indemnification. J. Aron and Participant, jointly and severally, agree to protect, indemnify, defend and hold harmless, the Custodian, and affiliates, and each person who controls the Custodian (and each of their respective directors, officers, agents and employees) from and against all claims, damages, losses, liabilities, actions, suits, costs, judgments and expenses (including, without limitation, court costs and reasonable attorneys’ fees) arising from its acting as Custodian hereunder (including, for the avoidance of doubt, any costs, expenses and reasonable attorneys’ fees incurred in enforcing any payment obligation of an indemnifying Party), except for any claim, damage or loss resulting from the negligence of the Custodian; provided, however, that any amounts due under this Section 13 (x) shall not duplicate any other amounts due under this Agreement, including without limitation amounts due under Section 7 hereof, and (y) as between J. Aron and Participant (but without affecting the joint and several nature of the obligation to the Custodian) shall be paid equally by each of the J. Aron and Participant (i.e., 50% by J. Aron and Resolution No. 2026-006

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13 50% by Participant). The obligations of this Section 13 shall survive any resignation or removal of the Custodian and the termination of this Agreement.

Section 14. Patriot Act. J. Aron and Participant acknowledge that the Custodian is subject to federal laws, including the Customer Identification Program (“CIP”) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which the Custodian must obtain, verify and record information that allows the Custodian to identify J. Aron and Participant.

Accordingly, prior to opening the Participant Assigned PPA Payments Account described in Section 4 of this Agreement, the Custodian will ask J. Aron and Participant to provide certain information including but not limited to name, physical address, tax identification number and other information that will help the Custodian identify and verify J. Aron’s and Participant’s identities, such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. J. Aron and Participant agree that the Custodian cannot open any account hereunder unless and until the Custodian verifies J. Aron’s and Participant’s identities in accordance with its CIP.
[Signature Pages Follow]
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Signature Page to Participant PPA Payment Custodial Agreement IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the date first written above.
[PARTICIPANT]
By:___________________________________
Name: _____________________________
Title: ______________________________
Taxpayer ID Number:_________________
J. ARON & COMPANY LLC
By:___________________________________
Name: _____________________________
Title: ______________________________
Taxpayer ID Number: _________________
[CUSTODIAN]
By:___________________________________
Name: _____________________________
Title: ______________________________
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Exhibit A

EXHIBIT A

ASSIGNED PPAS
Purchaser Assignment Agreements Issuer Assignment Agreements

1. Limited Assignment Agreement dated
[____], by and among Purchaser, the Issuer
and [PPA Seller]
Assigned PPA: [____]
Assigned Product Price:

Assignment Period:

PPA Seller:

PPA Seller Payment Instructions:

1. Limited Assignment Agreement dated
[____], by and among J. Aron, the Issuer
and [PPA Seller]

2. Limited Assignment Agreement dated
[____], by and among Purchaser, the Issuer
and [PPA Seller]
Assigned PPA: [____]
Assigned Product Price:

Assignment Period:

PPA Seller:

PPA Seller Payment Instructions:

2. Limited Assignment Agreement dated
[____], by and among J. Aron, the Issuer
and [PPA Seller]
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Exhibit B

EXHIBIT B
J. ARON FIXED PAYMENTS
Month J. Aron Fixed Payment for
[PPA 1]
J. Aron Fixed Payment for
[PPA 2]
1/1/2026
2/1/2026
3/1/2026
4/1/2026
5/1/2026
6/1/2026
7/1/2026
8/1/2026
9/1/2026
10/1/2026
11/1/2026
12/1/2026
1/1/2026
2/1/2026
3/1/2026
4/1/2026
5/1/2026
6/1/2026
7/1/2026
8/1/2026
9/1/2026
10/1/2026
11/1/2026
12/1/2026
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Exhibit C

EXHIBIT C

NOTICE INFORMATION
J. Aron:

J. Aron & Company LLC
200 West Street
New York, NY 10282
Email: [email protected]
Participant:
[______________]
[______________]
[______________]
Attention: [______________]
Email: [______________]
Custodian:
[______________]
[______________]
[______________]
Attention: [______________]
Email: [______________]
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1/23/2026 Draft
i
300506100.4

PROJECT COORDINATION AND GOVERNANCE AGREEMENT
(SCPPA CLEAN ENERGY II PROJECT)

BY AND AMONG

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY,

CITY OF BURBANK,

CITY OF COLTON,

CITY OF PASADENA
AND

CITY OF VERNON
Dated as of ___________, 2026

EXHIBIT I
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40643083.2
ii
300506100.4
Table of Contents
Page

1. AGREEMENT................................................................................................................... 2

2. DEFINITIONS................................................................................................................... 2

3. RESPONSIBILITIES OF PROJECT COORDINATING COMMITTEE...................... 11

4. DUTIES OF PROJECT MANAGER.............................................................................. 23

5. RESPONSIBILITIES OF SCPPA; ANNUAL BUDGET............................................... 24

6. PROJECT PARTICIPANT OBLIGATIONS; PAYMENT OF COSTS......................... 28

7. LIABILITY...................................................................................................................... 35

8. RELATIONSHIP OF THE PARTIES............................................................................. 40

9. INDEMNITY................................................ ERROR! BOOKMARK NOT DEFINED.

10. DISPUTES....................................................................................................................... 40

11. GOVERNING LAW........................................................................................................ 42

12. REPRESENTATION AND NOTICES ........................................................................... 42

13. SEVERABILITY............................................................................................................. 44

14. AMENDMENTS ............................................................................................................. 44 Appendix A—Percentages of Aggregate Assigned Energy
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1 300506100.4

PROJECT COORDINATION AND GOVERNANCE AGREEMENT
(SCPPA CLEAN ENERGY II PROJECT)
This Project Coordination and Governance Agreement (SCPPA Clean Energy II Project) (this “Agreement”), dated as of the ____ day of _________, 2026, by and among the SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY, a joint powers agency and a public entity organized under the laws of the State of California (“SCPPA”), the CITY OF BURBANK, a municipal corporation organized and existing under the laws of the State of California (“Burbank”), the CITY OF COLTON, a municipal corporation organized and existing under the laws of the State of California (“Colton”), the CITY OF PASADENA, a municipal corporation organized and existing under the laws of the State of California (“Pasadena”), and the CITY OF VERNON, a municipal corporation organized and existing under the laws of the State of California (“Vernon”). SCPPA, Burbank, Colton, Pasadena and Vernon are each sometimes referred to herein individually as a “Party,” and collectively as the “Parties.”

RECITALS
SCPPA’s Board of Directors (the “Board of Directors”) has adopted its Resolution No. 2026-____, establishing the Clean Energy II Project (the “Project”) with Burbank, Colton, Pasadena and Vernon as participants (each, a “Project Participant” and collectively, the “Project Participants”).

The Project contemplates, among other things, SCPPA’s issuance of its $_______________ Southern California Public Power Authority Clean Energy Project Revenue Bonds, Series 2026A (the “Bonds”), to finance the prepayment of a 30-year supply of renewable energy to be sold to the Project Participants.

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In connection with the Project and the issuance of the Bonds, SCPPA has entered into a Clean Energy Purchase Contract with each of the Project Participants, providing for the sale to each Project Participant of a specified portion of the renewable energy prepaid with proceeds of the Bonds.

In order to provide for joint coordination and governance of the Project and the appropriate allocation of costs and refunds among the Project Participants, the Parties desire to enter into this Agreement.

1. AGREEMENT
For and in consideration of the premises and the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, it is agreed by and among the Parties as hereinafter set forth. This Agreement shall take effect on the date when each Clean Energy Purchase Contract has been executed and delivered by SCPPA and the Project Participant party thereto.

2. DEFINITIONS
The following defined terms shall have the meanings set forth below. “Act” means all of the provisions contained in the California Joint Exercise of Powers Act found in Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, beginning at California Government Code Section 6500 et seq., as amended from time to time. “Aggregate Assigned Energy” means the total amount of Assigned Energy at any time under all of the Clean Energy Purchase Contracts.

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“Annual Budget” means the budget approved by the Project Coordinating Committee and adopted by the Board of Directors pursuant to Section 5 of this Agreement not less than 30 days nor more than 60 days prior to the beginning of each Fiscal Year, including any amendments thereto, which shall show a detailed estimate of Project Costs for such Fiscal Year and all credits, charges, revenues, income, or other funds to be applied to such costs, for and applicable to such Fiscal Year.
“Assigned Energy” shall have the meaning set forth in each Clean Energy Purchase Contract.
“Assigned Product” shall have the meaning set forth in each Clean Energy Purchase Contract.
“Billing Statement” means the written statement prepared or caused to be prepared each calendar month by, or on behalf of, SCPPA which shall be based upon certain of the information in the Annual Budget and shall show for such month the amount to be paid to SCPPA by a Project Participant in accordance with the provisions of its Clean Energy Purchase Agreement. “Board of Directors” shall have the meaning set forth in the Recitals. “Bond Counsel” means Norton Rose Fulbright US LLP or any other nationally recognized law firm specializing in public finance, selected by SCPPA to serve as Bond Counsel in accordance with the Bond Indenture.
“Bond Indenture” means (i) the Trust Indenture, dated as of ___________, 2026, between SCPPA 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 SCPPA Resolution No. 2026-006

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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” shall have the meaning set forth in the Recitals. “Burbank Clean Energy Purchase Contract” means the Clean Energy Purchase Contract, dated as of _________, 2026, between SCPPA and Burbank. “Burbank PPA Custodial Agreement” means the Custodial Agreement, dated as of ___________, 2026, among Burbank, J. Aron and the PPA Custodian. “Chairperson” shall have the meaning set forth in Section 3.4 hereof. “Clean Energy Purchase Contracts” means, collectively, the Burbank Clean Energy Purchase Contract, the Colton Clean Energy Purchase Contract, the Pasadena Clean Energy Purchase Contract and the Vernon Clean Energy Purchase Contract. “Colton Clean Energy Purchase Contract” means the Clean Energy Purchase Contract, dated as of _________, 2026, between SCPPA and Colton.
“Committee Representative” shall have the meaning set forth in Section 3.2 hereof. “Committee Vote” shall have the meaning set forth in Section 3.2 hereof. “Electricity Sale and Service Agreement” means the Electricity Purchase, Sale and Service Agreement, dated as of __________, 2026, between J. Aron and Prepay LLC.

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“Federal Tax Law Requirements” means, with respect to the Bonds, any and all requirements and limitations to which the Bonds are subject under the Internal Revenue Code or related Treasury Regulations in order that the Bonds initially qualify and maintain qualification as federally tax-exempt.
“Fiscal Year” means the twelve-month period commencing at 12:01 a.m. on July 1 of each year and ending at 12:01 a.m. on the following July 1, or such other time frame as determined by the Project Coordinating Committee or the Board.
“Interest Rate Period” shall have the meaning set forth in the Bond Indenture. “Issuer PPA Custodial Agreement” means the Custodial Agreement, dated as of __________, 2026, among SCPPA, J. Aron and the PPA Custodian. “J. Aron” means J. Aron and Company LLC.
“Joint Powers Agreement” means the “Southern California Public Power Authority Joint Powers Agreement” dated as of November 1, 1980, as amended and modified from time to time, entered into pursuant to the provisions of the Act, among SCPPA and its members. “Ledger Event” shall have the meaning set forth in Section 9(c) of Exhibit C to the Master Power Supply Agreement.
“Master Power Supply Agreement” means the Master Power Supply Agreement, dated as of ___________, 2026, between Prepay LLC and SCPPA.
“Pasadena Clean Energy Purchase Contract” means the Clean Energy Purchase Contract, dated as of ___________, 2026, between SCPPA and Pasadena.

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“Pasadena PPA Custodial Agreement” means the Custodial Agreement, dated as of ___________, 2026, among Pasadena, J. Aron and the PPA Custodian. “Percentages of Aggregate Assigned Energy” means the percentages for all Project Participants set forth in Appendix A hereto (as such Appendix A may be revised from time to time by SCPPA to reflect the then current interests of the Project Participants in Aggregate Assigned Energy under the Prepay Documents pursuant to Section 3.3 hereof). “PPA Custodial Agreements” means, collectively, the Issuer PPA Custodial Agreement and the Purchaser PPA Custodial Agreements.
“PPA Custodian” means __________________________, and any successor as custodian under the PPA Custodial Agreements.
“Prepay Documents” means, collectively, the Clean Energy Purchase Contracts, the Electricity Sale and Service Agreement, the Master Power Supply Agreement and the PPA Custodial Agreements, and each agreement referenced in any of the foregoing that relates to the Project.
“Prepay LLC” means Aron Energy Prepay 51 LLC.
“Project” shall have the meaning set forth in the Recitals. “Project Coordinating Committee” meansthe committee of Project Participants established pursuant to Section 3.1 hereof.
“Project Costs” means all costs associated with the Project, including without limitation the following costs, as applicable:

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(i) all costs resulting from SCPPA’s contracting for, providing for, accommodating or facilitating the Project, and from its administration and operation of the Project or any component thereof, including any costs arising under the Prepay Documents or this Project Agreement;
(ii) all costs related to the conducting of the business of SCPPA with respect to the Project, including overhead costs, administrative and general costs such as the applicable portion of salaries, fees for legal, engineering, financial, and other services, all other costs attributable to miscellaneous and incidental expenses in connection with the administration of the Project;
(iii) the cost of the exercise of cure rights or enforcement of SCPPA’s rights with respect to any defaults by any counterparty under any Prepay Documents to which it is a party or any other agreements or other instruments relating to or affecting the Project; (iv) the cost, where applicable, of contracting for and facilitating the delivery of the Assigned Product, including delivery of the Assigned Energy at the prescribed Point of Delivery or other prescribed location, including but not limited to cost related to transmission, interconnecting, balancing, shaping, firming and delivery and for otherwise facilitating the dispatching, scheduling, disposition, movement, taking, receiving, crediting and accounting for Assigned Resolution No. 2026-006

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Product that the Board of Directors reasonably determines shall be included as a Project Cost;
(v) all costs, expenses, obligations and liabilities associated with exercising all performance rights, options, benefits, entitlements, duties, liabilities and obligations of SCPPA under the Prepay Documents;
(vi) the cost of those measures taken for the benefit of, and in connection with, the Project that the Project Coordinating Committee determines shall be included as a Project Cost;
(vii) All costs and expenses for examination of legal and regulatory issues and for securing of legal or regulatory approvals, services and, if applicable, consultants’ fees, processing fees and legal fees and financing costs relating to and in connection with the Project; (viii) All costs and expenses incurred in connection with the issuance and sale of the Bonds and any remarketing of the Bonds;
(ix) All fees and expenses of the Trustee, Bond Counsel, Special Tax Counsel and other legal counsel for the Bonds or the Project, accountants, auditors, rebate analysts and other consultants with respect to the Bonds or the Project;
(x)
(xi) The cost of any administrative, regulatory or judicial proceeding or any litigation associated with the Prepay Documents, or any aspect Resolution No. 2026-006

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of the operation, management or administration of the Project or in connection therewith;
(xii) All costs of insurance, if any, in connection with the Project, including amounts to fund any self-insurance program;
(xiii) All costs relating to litigation, including disbursements or other amounts paid as a result of such litigation, or injury or damage claims or judgments paid by SCPPA in connection with the Project, less proceeds of insurance, if any;
(xiv) All costs of compliance by SCPPA with its indemnification and defense obligations, including but not limited to obligations under Sections 7.4 and 7.5 of this Agreement or under any Prepay Document;
(xv) Legally required or permitted federal, state, and local taxes relating to the Project;
(xvi) All legal fees relating to the Project (including, but not limited to, legal fees incurred by SCPPA in the enforcement of any provision or provisions of the Prepay Documents);
(xvii) Reserves in such amounts as deemed reasonably necessary by the Board of Directors, and as may be provided or required in the Bond Indenture, and such additional amounts of reserves, as may be established pursuant to the Bond Indenture;
(xviii) Without duplication with respect to amounts otherwise provided in this definition, the deposit or deposits from the proceeds of Bonds Resolution No. 2026-006

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issued to finance such costs in any funds established pursuant to the Bond Indenture which deposit or deposits are required or permitted by the Bond Indenture;
(xix) Any amounts required to be paid pursuant to section 148 of the Internal Revenue Code; and
(xx) All costs required to be paid to the Project Manager pursuant to any applicable agreement for project management for the Project or to an agent pursuant to any agency agreement pertaining to the Project. “Project Manager” means SCPPA or one or more designees appointed by SCPPA to assist with the performance of SCPPA’s responsibilities under the Clean Energy Purchase Contracts and this Agreement.
“Project Participants” shall have the meaning set forth in the Recitals. “Purchaser PPA Custodial Agreements” means, collectively, the Burbank PPA Custodial Agreement, the Pasadena PPA Custodial Agreement and the Vernon PPA Custodial Agreement. “SCPPA Director” means the individual designated by SCPPA to serve as a director on the governing board of Prepay LLC pursuant to its operating agreement. “Special Tax Counsel” means Orrick Herrington & Sutcliffe LLP or any other nationally recognized law firm specializing in public finance, selected by SCPPA to serve as Special Tax Counsel in accordance with the Bond Indenture.
“Trustee” means ____________________, and any successor as trustee under the Bond Indenture.

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“Vernon Clean Energy Purchase Contract” means the Clean Energy Purchase Contract, dated as of ____________, 2026, between SCPPA and Vernon. “Vernon PPA Custodial Agreement” means the Custodial Agreement, dated as of ___________, 2026, among Vernon, J. Aron and the PPA Custodian.

The meaning of capitalized terms in this Agreement not otherwise defined in context shall be as defined in each Clean Energy Purchase Contract, which are incorporated herein by this reference.

3. RESPONSIBILITIES OF PROJECT COORDINATING COMMITTEE

3.1 Establishment and Authorization of Project Coordinating Committee. The Project Coordinating Committee is hereby established and duly authorized to act on behalf of the Project Participants as provided in this Section 3 for the purpose of (a) providing coordination among, and information to, the Project Participants and SCPPA, (b) the administration of the Prepay Documents to which SCPPA is a party, (c) making any recommendations to the Board of Directors regarding the administration of the Project, and (d) execution of the Project Coordinating Committee responsibilities set forth in Section 3.6 hereof, including the various financial, administrative, and technical matters which may arise from time to time in connection with the Project or the administration thereof, and such further developments as may need to be addressed.

3.2 Committee Representatives; Committee Votes. The Project Coordinating Committee shall consist of representatives (each a “Committee Resolution No. 2026-006

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Representative”) as follows: (a) a Committee Representative from Burbank, (b) a Committee Representative from Colton, (c) a Committee Representative from Pasadena, (d) a Committee Representative from Vernon, and (e) a non-voting Committee Representative from SCPPA.

Each such Committee Representative shall be entitled to cast a vote (a “Committee Vote”) as follows:
(i) The Committee Representative from Burbank shall be entitled to cast its Committee Vote equal to the Percentage of Aggregate Assigned Energy for Burbank as set forth in Appendix A; (ii) The Committee Representative from Colton shall be entitled to cast its Committee Vote equal to the Percentage of Aggregate Assigned Energy for Colton as set forth in Appendix A;
(iii) The Committee Representative from Pasadena shall be entitled to cast its Committee Vote equal to the Percentage of Aggregate Assigned Energy for Pasadena as set forth in Appendix A; and (iv) The Committee Representative from Vernon shall be entitled to cast its Committee Vote equal to the Percentage of Aggregate Assigned Energy for Vernon as set forth in Appendix A.

3.3 Revisions to Percentages of Aggregate Assigned Energy. SCPPA shall revise Appendix A from time to time to reflect any changes in the Percentages of Aggregate Assigned Energy pursuant to the Prepay Documents, and the Parties hereto agree that any such revision shall be considered an element of the administration of this Agreement and shall not Resolution No. 2026-006

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be deemed an amendment to this Agreement that requires any action or approval by any of the Parties hereto. SCPPA shall provide each Project Participant with prompt notice in writing of any revision to Appendix A.

The changes in Committee Vote entitlements arising from SCPPA’s revision to Appendix A shall take effect upon SCPPA’s written notice thereof to all Project Participants.

3.4 Notice of Committee Representatives; Alternates; Chairperson. Each of the Parties hereto shall, within 30 days after issuance of the Bonds, give written notice to each of the other Parties of its Committee Representative on the Project Coordinating Committee. An alternate Committee Representative may be appointed to act on behalf of any Committee Representative by similar written notice in the absence of the regular Committee Representative. An alternate Committee Representative may attend all meetings of the Project Coordinating Committee but may vote only if the Committee Representative entitled to vote and for whom she/he serves as an alternate is absent. SCPPA’s non-voting Committee Representative shall be the chairperson (“Chairperson”) of the Project Coordinating Committee.

Upon any Project Participant providing its written proxy to SCPPA, SCPPA’s Committee Representative serving as Chairperson shall be authorized in the absence of such Project Participant to vote by proxy for such Project Participant on the Project Coordinating Committee. Such a proxy shall be valid only for the meeting or meetings for which it is given.

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3.5 Meetings of Project Coordinating Committee. The Chairperson shall promptly call a meeting of the Project Coordinating Committee at the request of any representative in a manner and to the extent permitted by law.

For purposes of conducting meetings, a quorum shall exist so long as SCPPA’s representative and the representative of at least a majority of the Project Participants shall be present. Except as may otherwise be provided in an agreement to which all of the Project Participants agree, all actions taken by the Project Coordinating Committee shall require an affirmative vote of Project Participants having Percentages of Aggregate Assigned Energy aggregating at least [eighty percent (80%)] of the total Aggregate Assigned Energy; provided, however, that notwithstanding the foregoing, if a proposed action before the Project Coordinating Committee relates solely to the interests of one or more Project Participants, then each Project Participant not having an interest in the proposed action (as determined in good faith by such disinterested Project Participant) agrees that it shall not unreasonably withhold its affirmative vote with respect to such proposed action. Unless the Board of Directors shall otherwise determine to require a majority vote pursuant to the terms of the Joint Powers Agreement, all actions with respect to the Project taken by the Board of Directors shall require an affirmative vote of at least [eighty percent (80%)] of the Project Votes (as defined in the Joint Powers Agreement) cast thereon. Conduct of Project Coordinating Committee meetings and actions taken by the Project Coordinating Committee may be taken by vote given in an assembled Resolution No. 2026-006

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meeting or by telephone, video conferencing, letter, e-mail or by any combination thereof, to the extent permitted by law.

3.6 Project Coordinating Committee Responsibilities. In addition to those responsibilities described in Section 3.1, the Project Coordinating Committee shall have the following responsibilities:
(i) Provide liaison between SCPPA and the Project Participants at the management or other levels with respect to the Project, maintain a liaison between the Project Participants and all other SCPPA members with respect to the Project, and where the Project Coordinating Committee deems it appropriate, maintain with the counterparties to any Prepay Documents and with any other entities or utilities engaged in or in connection with other renewable energy projects.
(ii) Exercise general supervision over any subcommittee established pursuant to Section 3.9 hereof.
(iii) Review, develop and, if appropriate, recommend, modify, or approve all budgets and revisions thereof prepared and submitted by SCPPA or the Project Manager pursuant to any applicable agreement.
(iv) Review, develop, and, if appropriate, recommend, modify, approve, or otherwise act upon any systems or procedures for adjustment of the Annual Budget or any alternative methodologies for budgeting or billing as set forth in Sections 5 and 6 hereof.

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(v) Carry out all other actions reposed in the Project Coordinating Committee with respect to budgeting and billing as set forth in Sections 5 and 6 hereof.
(vi) Review, discuss, and attempt to resolve any disputes among the Project Participants or the counterparties to any of the Prepay Documents.
(vii) Make recommendations to the Project Manager, the Board of Directors, the Project Participants or the counterparties to any of the Prepay Documents, as appropriate, with respect to the operation and ongoing administration of the Project.
(viii) Review, develop, and, if appropriate, modify and approve rules, procedures, and protocols for the administration of the Project or Prepay Documents, including rules, procedures, and protocols for the scheduling, handling, tagging, dispatching and crediting of Assigned Energy, and the handling and crediting of Environmental Attributes associated with the Assigned Energy under the Clean Energy Purchase Contracts.
(ix) Review, modify, or approve recommendations of the Project Manager made pursuant to this Agreement.
(x) Review, examine, modify, and where appropriate, recommend or approve the implementation of methods for addressing curtailments or other interruptions involving Assigned Energy.

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(xi) Perform such other functions and duties as may be provided for under this Agreement or any Prepay Document, or as may otherwise be appropriate or beneficial to the Project or the Project Participants.

3.7 Management Decisions and the Role of the Board of Directors. The rights and obligations of SCPPA under the Prepay Documents to which it is a party shall be subject to the ultimate control at all times of the Board of Directors.

The Project Participants shall be entitled to participate in the decisions of the Board of Directors with respect to SCPPA’s rights and interests in the Project, as described herein. SCPPA, through the Board of Directors, shall have, in addition to the duties and responsibilities set forth elsewhere in this Agreement, the following duties and responsibilities, among others:
(i) Future Matters Liaison. The Board of Directors shall provide liaison between the Project Participants at the management level with respect to the administration of the Project and other future matters arising out of the Prepay Documents.
(ii) Dispute Resolution. The Board of Directors shall endeavor to review, discuss and attempt to resolve any disputes among SCPPA, any of the Project Participants and the counterparties under the Prepay Documents relating to the Project, the operation and management of the Project and SCPPA rights and interests in the Project.
(iii) Prepay Documents. The Board of Directors shall have the authority to review modify and approve, as appropriate, all amendments, Resolution No. 2026-006

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modifications and supplements to the Prepay Documents to which SCPPA is a party.
(iv) Bond Remarketing. The Board of Directors shall have authority to approve any and all of the following: (1) each issuance and remarketing of Bonds, and the terms thereof, (2) each supplement or amendment to the Bond Indenture, (3) the costs related to the exercise or enforcement by SCPPA of its rights with respect to any agreements relating to or affecting the Project, (4) the selection of underwriters and remarketing agents for the Bonds, and (5) any other action necessary or appropriate to carry forth its duties this Agreement.
(v) Committees. The Board of Directors shall exercise such review, direction or oversight as may be appropriate with respect to the Project Coordinating Committee and any other committees established pursuant to this Agreement.
(vi) Budgeting. The Board of Directors shall review, modify and approve each Annual Budget and the revisions thereto in accordance with Section 5.1(vii) of this Agreement.
(vii) Federal Tax Law Requirements. With respect to any Bonds, the Board of Directors, in consultation with Bond Counsel or Special Tax Counsel, shall develop and promulgate rules, procedures, and protocols, including the development and maintenance of relevant information and reporting procedures, and shall provide direction to Resolution No. 2026-006

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the Project Coordinating Committee with respect to the Federal Tax Law Requirements.
(viii) Supervening Authority of the Board of Directors. The Board of Directors is reposed with complete and plenary supervening power and authority to act upon any matter which is capable of being acted upon by the Project Coordinating Committee or which is specified as being within the authority of the Project Coordinating Committee pursuant to the provisions of this Agreement.
(ix) Other Matters. The Board of Directors is authorized to perform such other functions and duties, including oversight of those matters and responsibilities addressed by the Project Coordinating Committee, as may be provided for under this Agreement and under the Prepay Documents, or as may otherwise be appropriate.

3.8 Periodic Audits. The Board of Directors or the Project Coordinating Committee may arrange for the annual audit under Section 5.1(viii) of this Agreement by certified accountants, selected by SCPPA and experienced in electric generation or electric utility accounting, of the books and accounting records of SCPPA, and where deemed appropriate the Project Manager (if other than SCPPA), and any cost reimbursable consultant or cost reimbursable contractor relevant to the administration or operation of the Project, and such audit shall be completed and submitted to SCPPA as soon as reasonably practicable after the close of the Fiscal Year. SCPPA shall promptly furnish to the Project Participants copies of all audits. No Resolution No. 2026-006

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more frequently than once every calendar year, a Project Participant may, at its sole cost and expense, audit or cause to be audited the books and cost records of SCPPA, the Project Manager (if other than SCPPA), and any cost reimbursable consultant or cost reimbursable contractor relevant to the administration or operation of the Project.

3.9 Additional Subcommittees. The Project Coordinating Committee may establish as needed subcommittees including, but not limited to, auditing, legal, financial, operating, insurance, governmental relations, environmental and public information subcommittees. The authority, membership, and duties of any subcommittee shall be established by the Project Coordinating Committee; provided, however, such authority, membership or duties shall not conflict with the provisions of this Agreement or any Prepay Document. Each such subcommittee shall be initially responsible to the Project Coordinating Committee.

3.10 Change in Committee Representative. Each Project Participant shall promptly give written notice concurrently to the other Project Participants and SCPPA of any changes in the designation of its Committee Representative on the Project Coordinating Committee or any subcommittee, and SCPPA shall promptly give written notice concurrently to each Project Participants of any changes in the designation of its representative on the Project Coordinating Committee or any subcommittee.

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3.11 Costs of Consultants. Costs (or the applicable portion thereof) of consultants and others employed or appointed by the Project Coordinating Committee to perform the duties required hereunder, to the extent the Project Coordinating Committee is authorized to so employ or appoint, shall be included in the Project Costs, as appropriate, and shall be billed to SCPPA or the Project Manager (if other than SCPPA).

3.12 Representative’s Expenses. Any expenses incurred by any representative of any Project Participant or group of Project Participants serving on the Project Coordinating Committee or any other committee in connection with his/her duties on such committee shall be the responsibility of the Project Participant which he/she represents and shall not be an expense payable under this Agreement.

3.13 Inaction by Committee. It is recognized by the Parties that if the Project Coordinating Committee is unable or fails to agree with respect to any matter or dispute which it is authorized to determine, resolve, approve, disapprove or otherwise act upon after a reasonable opportunity to do so, or within the time specified herein or in any applicable Prepay Document, then SCPPA may take such action as in its discretion is necessary for its timely performance under any Prepay Document to which it is a party pending the resolution of any such inability or failure to agree, but nothing herein shall be construed to allow SCPPA to act in violation of the express terms of any Prepay Document to which it is a party.

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3.14 Compliance with Bond Indenture. It is recognized by the Parties that the operation and administration of the Project must comply in all respects with requirements of the Bond Indenture and it is therefore agreed that, notwithstanding any provision of this Agreement, no action by the Project Coordinating Committee or the Project Manager (if a designee other than SCPPA) shall require SCPPA to act in any manner inconsistent with any such requirements or to refrain from acting as required by this Agreement and the Prepay Documents to which it is a party and if the Project Manager (if a designee other than SCPPA) shall fail to make recommendations or act with respect to any matter in connection with an action that is required to be taken pursuant to any of the foregoing, SCPPA shall take such action as is appropriate to assure compliance with the foregoing.

3.15 Delegation. To secure the effective cooperation and interchange of information in a timely manner in connection with various administrative, technical and other matters which may arise from time to time in connection with administration of the Project, in appropriate cases, duties and responsibilities of the Board of Directors or the Project Coordinating Committee, as the case may be under this Section 3, may be delegated to SCPPA’s Executive Director by the Board of Directors upon notice to the Project Participants.

3.16 Instructions to SCPPA Director on Board of Prepay LLC. The Project Coordinating Committee, subject to the plenary power of the Board of Directors pursuant to Section 3.7 hereof, when required under the Prepay Resolution No. 2026-006

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Documents, shall instruct the SCPPA Director to take any action or not to take any action as a director of the governing board of Prepay LLC.

4. DUTIES OF PROJECT MANAGER

4.1 SCPPA initially shall serve as Project Manager to administer the Project, and shall have the power from time to time to cause the Project to be administered through a project management or agency agreement with an agent on behalf of the Project Participants serving as Project Manager, and in such capacity the Project Manager shall, unless otherwise provided in a project management agreement or agency agreement with an agent serving as Project Manager, undertake the following:
(i) Providing administrative services relating to the rights or obligations of the Project Participants under their respective Clean Energy Purchase Contracts, the PPA Custodial Agreements or the Bond Indenture.
(ii) Making available to the Project Coordinating Committee all consultants and advisors, including financial advisors, municipal advisors and legal counsel, including Bond Counsel and Special Tax Counsel, that are retained to provide advice and assistance with respect to Project matters, and such consultants, advisors and counsel shall be authorized to consult with and advise the Project Coordinating Committee on Project matters.
(iii) Contracting and coordinating with a firm of certified public accountants to provide auditing and accounting services in connection with annual audits and financial reporting for the Project, Resolution No. 2026-006

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with such audits to be completed and submitted to SCPPA as soon as reasonably practicable after the close of the Fiscal Year. (iv) Contracting and coordinating with qualified firms to provide accounting and related services to Project Participants with respect to Renewable Energy Credits associated with the Project. (v) Allocation of any annual refund received by SCPPA to Project Participants pursuant to Section 5.12(b) of the Bond Indenture and Section 3.3 of each Clean Energy Purchase Contract.
(vi) Coordinating with Project Participants to facilitate the remediation of any Ledger Entries that may occur.
(vii) Coordinating with Project Participants to assist with the replacement and substitution of Power Purchase Agreements assigned in accordance with the Prepay Documents.
(vii) Keeping, or causing to be kept, accurate records and accounts of the operations relating to the Project, in a manner similar to accepted accounting methodologies associated with similar projects.

5. RESPONSIBILITIES OF SCPPA; ANNUAL BUDGET

5.1 SCPPA shall have and carry out the following duties and responsibilities under this Agreement:
(i) Actions under Prepay Documents. Except as provided otherwise under this Agreement, SCPPA shall, in accordance with the reasonable determination by SCPPA as to compliance with its Resolution No. 2026-006

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obligations under the Prepay Documents, take (or not take) such actions as are reposed in SCPPA pursuant to the Prepay Documents to which it is a party.
(ii) Preserve Interests of Project Participants. To the extent permitted by the Prepay Documents to which it is a party, or otherwise determined by the Project Coordinating Committee or Board of Directors, SCPPA will endeavor to take such actions or implement such measures as may be necessary or desirable for the utilization, maintenance or preservation of the rights and interests of the Project Participants in the Project including, if appropriate, such enforcement actions or other measures as the Project Coordinating Committee or Board of Directors deems to be in the Project Participants’ best interests.
(iii) Other Services. To the extent such services are available and can be carried forth in accordance with Prepay Documents to which it is a party, SCPPA shall also provide such other services, as approved by the Project Coordinating Committee or Board of Directors, as may be deemed necessary to secure the benefits and/or satisfy the obligations associated with the Prepay Documents, or otherwise pertaining to the matters to be considered by the Project Coordinating Committee.
(iv) Provide Information. SCPPA shall promptly provide the Project Coordinating Committee and each of the Committee
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Representatives and their designated alternates with any information that may materially affect or which shall have materially affected the matters referred to in Section 4 or in this Section 6 of this Agreement, and shall provide the Project Participants with copies of material notices, reports and other materials received by SCPPA from Prepay LLC or J. Aron pursuant to any Prepay Document.

SCPPA shall provide to any Project Participants copies of all such notices, reports and other materials upon reasonable request of such Project Participant.
(v) Services to Project Coordinating Committee. SCPPA shall arrange for and provide to the Project Coordinating Committee any available services as requested by the Project Coordinating Committee in connection with its consideration of any of the matters referred to in Section 4 of this Agreement.
(vi) SCPPA May Use Own Employees or Contract for Services. SCPPA, in performing its activities under this Agreement and the Prepay Documents to which it is a party may use its own employees and facilities or arrange and reasonably contract for the performance thereof by other entities.
(vii) Annual Budget. SCPPA will prepare and submit to the Project Coordinating Committee a proposed Annual Budget at least 60 days prior to the beginning of each Fiscal Year. In connection with the preparation of the Annual Budget, the Project Participants may then Resolution No. 2026-006

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submit to SCPPA, at any time until the Annual Budget is adopted, any matters or suggestions relating to the Annual Budget. SCPPA shall adopt the Annual Budget not less than 30 nor more than 60 days prior to the beginning of such Fiscal Year and shall cause copies of such adopted Annual Budget to be delivered to each Project Participant; provided, however, the Annual Budget for the first Fiscal Year shall be prepared, considered, adopted, and delivered in the most practicable manner available following initial issuance of the Bonds. As required from time to time during any Fiscal Year after seven days’ written notice to each Project Participant, SCPPA may, pursuant to the foregoing provisions for adopting the Annual Budget, adopt an amended Annual Budget for and applicable to such Fiscal Year for the remainder of such Fiscal Year. The Annual Budget shall establish the basis for monthly Billing Statements to be sent to the Project Participants, as provided in Section 6.1 hereof. Any adjustment, and any other or further mechanism for adjustment, as may be required to address the variability of costs of operation of the Project at any time during the Fiscal Year or the variability of or addition to any other Annual Budget component, may be incorporated into the Annual Budget as provided above, or any amendment to an Annual Budget at any time during any Fiscal Year upon seven days’ written notice each Project Participant as set forth in this paragraph (vii).

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(viii) Annual Audit. All transactions of SCPPA relating to the Project with respect to each Fiscal Year shall be subject to an annual audit, in accordance with Section 5.1(iii). SCPPA shall promptly furnish to the Project Participants copies of all audits. Each Project Participant shall have the right, no more frequently than once each calendar year, at its sole cost and expense to examine and copy the records and accounts referred to above on reasonable notice during regular business hours.

5.2 Notwithstanding anything herein to the contrary, the rights and obligations of SCPPA hereunder and under the Prepay Documents to which it is a party shall to subject to the ultimate control at all times of the Board of Directors.

The Project Participants shall be entitled to participate in the decisions of the Board of Directors with respect to SCPPA’s rights and interests in the Project, as described herein.

6. PROJECT PARTICIPANT OBLIGATIONS; PAYMENT OF COSTS

6.1 Billing Statements. Each calendar month, by the fifth day of such month, SCPPA shall submit to each Project Participant a Billing Statement for payment by such Project Participant of its proportionate share, based on its Percentage of Aggregate Assigned Energy, of Project Costs for the current month, consisting of one-twelfth of the Project Costs set forth in the Annual Budget, plus any costs under Section 6.6. hereof Each Project Participant shall pay or cause to be paid the amount of such Billing Statement within 20 days of receipt thereof. If a Project Participant fails to pay any such Billing Statement when due, interest shall accrue, to the extent permitted by Resolution No. 2026-006

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law, at a rate equal to the Default Rate as defined in the applicable Clean Energy Purchase Contract until payment is made.

6.2 Adoption of Alternative Billing Statement Procedures. The Project Coordinating Committee may recommend the adoption of an alternative Billing Statement billing methodology in connection with each Project Participant’s Billing Statement. Such alternative Billing Statement procedures may be placed into effect with the approval of the same by resolution of the Board of Directors. Any such alternative Billing Statement billing methodology shall satisfy all requirements of the Bond Indenture and shall be fiscally prudent, financially sound and shall assure coverage of all potential and actual costs and obligations of SCPPA.

6.3 Disputed Monthly Billing Statement. In case any portion of any Billing Statement received by a Project Participant from SCPPA is in bona fide dispute, such Project Participant shall pay the full amount of such Billing Statement, and, upon determination of the correct amount, the difference between such correct amount and such full amount, if any, including interest at the rate received by SCPPA on any overpayment, will be credited to such Project Participant by SCPPA after such determination; provided, however, that such interest shall not accrue on any overpayment that is acknowledged by SCPPA and returned to such Project Participant by the fifth calendar day following the receipt by SCPPA of the disputed overpayment. In the event such Billing Statement is in dispute, SCPPA will give consideration to such dispute and will advise the Project Participant with regard to SCPPA’s Resolution No. 2026-006

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position relative thereto within 30 days following receipt of written notification by such Project Participant of such dispute.

6.4 Reconciliation of Monthly Costs. As soon as practicable after the end of each Fiscal Year, SCPPA will submit to the Project Participants a detailed statement of the actual aggregate Project Costs and other amounts payable hereunder, including any credits thereto, for all of the months of such Fiscal Year, and the adjustments of the aggregate Project Costs and other amounts payable hereunder, if any, for any prior Fiscal Year, based on the annual audit of accounts provided for in Section 5.1(viii). If, on the basis of the statement submitted as provided in this Section 6.4, the actual aggregate Project Costs and other amounts payable by any Project Participant for any Fiscal Year exceed the amount thereof which such Project Participant has been billed, such Project Participant shall pay SCPPA, within 20 days of receipt of SCPPA’s invoice requesting payment of such incremental amount, the amount to which SCPPA is entitled. If, on the basis of the statement submitted pursuant to this Section 6.4, the actual aggregate Project Costs or other amounts payable by any Project Participant for any Fiscal Year are less than the amount for which such Project Participant has been billed, SCPPA shall, unless otherwise directed by such Project Participant with respect to moneys owed to it, credit such excess against such Project Participant’s next monthly Billing Statement.

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6.5 Other or Additional Cost Reconciliation Mechanisms. The Board of Directors may, by resolution, authorize or prescribe other billing, payment, costing and cost reconciliation mechanisms to address such billing, payment, costing and cost reconciliation issues as may from time to time arise with respect to the Project.

6.6 Costs Incurred for Sole Benefit of Specific Project Participant.

Notwithstanding anything to the contrary in this Agreement, if a particular cost or expense is incurred by SCPPA for the sole benefit of a specific Project Participant, unless otherwise determined by the Project Coordinating Committee, then such cost or expense shall be allocated and billed only to such Project Participant, in which event only such Project Participant (and no other Project Participant) shall be responsible for the payment thereof under this Agreement within 20 days of receipt of a Billing Statement therefor.

6.7 Unconditional Payment Obligation. Each Project Participant hereby agrees to pay each Billing Statement it receives on a timely basis, whether or not this Agreement has been terminated, or the Project is functioning, producing, operating or operable or its output are suspended, interrupted, interfered with, reduced or curtailed or terminated in whole or in part, and such payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party of any agreement for any cause whatsoever.

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6.8 Source of Payments. Each Project Participant hereby represents and warrants that the obligations of such Project Participant to make payments to SCPPA under this Agreement shall constitute a cost of purchased power and an operating expense of such Project Participant payable solely from its power revenue fund, including any and all legally available power system reserves. Each Project Participant will annually in each and every fiscal year of such Project Participant during the term of this Agreement include in its power system budget, whether or not any other items are included, an appropriation from the revenues of its power system (including moneys derived from sales to third parties) sufficient to satisfy all the payments required to be made in such year under this Agreement until all payments required under this Agreement have been paid in full.

6.9 Rate Covenant. Each Project Participant hereby covenants and agrees that it shall establish, maintain and collect rates and charges for the electric service of its power system each year so as to provide revenues sufficient, together with any legally available power system reserves, to enable such Project Participant to pay SCPPA all amounts payable when due under this Agreement and to pay all other amounts payable from, and all lawful charges against or liens on, the revenues of its power system.

6.10 Authorizations. Each Project Participant hereby represents and warrants that no order, approval, consent or authorization of any governmental or public agency, authority or person, is required on the part of such Project Participant for the execution and delivery by such Project Participant of this Resolution No. 2026-006

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Agreement or any Prepay Document to which it is a party, or the performance by such Project Participant of its obligations under this Agreement or any Prepay Document to which it is a party, except for such as have been obtained.

6.11 Conflicts. Each Project Participant hereby represents and warrants to SCPPA, as of the date of any opinion of counsel referenced in Section 6.15, that, to such Project Participant’s knowledge, its execution and delivery of this Agreement and each Prepay Document to which it is a party, and its performance hereunder and thereunder will not constitute a default under any agreement or instrument to which it is a party, or any order, judgment, decree or ruling of any court that is binding on it, or a violation of any applicable law of any governmental authority, which default or violation would have a material adverse effect on the financial condition of such Project Participant’s power revenue fund.

6.12 Litigation. Each Project Participant hereby represents and warrants to SCPPA, as of the date of any opinion of counsel referenced in Section 6.15, that, to such Project Participant’s knowledge, except as disclosed, there are no actions, suits or proceedings pending against it (service of process on it having been made) in any court that questions the validity of the authorization, execution or delivery by such Project Participant of this Agreement or any Prepay Document to which it is a party, or the enforceability on such Project Participant of this Agreement or any Prepay Document to which it is a party.

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6.13 6.14 Federal Tax Law Requirements. Notwithstanding anything to the contrary in this Agreement, each Project Participant shall take all actions necessary to comply in all respects with the Federal Tax Law Requirements with respect to the Bonds and shall refrain from taking any action that would result in or cause non-compliance with the Federal Tax Law Requirements with respect to the Bonds At such times and through such means as prescribed by the rules, procedures and protocols promulgated by SCPPA to address compliance with the Federal Tax Law Requirements with respect to the Bonds, or pursuant to any request by SCPPA, each Project Purchaser hereby agrees to provide SCPPA with a tax certificate relating to the Bonds, and such additional information and representations as necessary to establish its compliance with the Federal Tax Law Requirements. Each Project Purchaser agrees to execute new or revised tax certificates or provide such information or other assurance respecting past and future compliance with the Federal Tax Law Requirements as may be reasonably requested by SCPPA. In connection therewith, each Project Participant hereby agrees to cooperate with and provide to SCPPA such other information, representations and certifications necessary for Bond Counsel or Special Tax Counsel to render an opinion or advise to the effect that any applicable Federal Tax Law Requirements are met. SCPPA shall develop and promulgate such reasonable rules, procedures and protocols, together with amendments thereto, as necessary, in consultation with Bond Counsel Resolution No. 2026-006

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or Special Tax Counsel, to ensure compliance with any applicable Federal Tax Law Requirements.

6.15 Information to SCPPA. Each Project Participant hereby agrees to supply SCPPA, upon request, with such information, documentation and certifications as SCPPA shall reasonably determine to be necessary or desirable for the operation and administration of the Project, including information reasonably available to allow SCPPA to respond to request for such information from any federal, state or local regulatory body or other authority, and including information required to be timely provided under SCPPA’s continuing disclosure obligations under the Bond Indenture and the related Continuing Disclosure Undertaking (as defined in the Bond Indenture).

6.16 Legal Opinions. In connection with the issuance of the Bonds and subsequent remarketings thereof, each Project Participant shall provide an opinion of an attorney or firm of attorneys, or the equivalent thereof, in substantially the form attached to the Bond Purchase Agreement relating to the Bonds or as otherwise reasonably requested by SCPPA, as may be reasonably necessary to facilitate the issuance or remarketing, as the case may be, of the Bonds.

7. LIABILITY

7.1 No Liability of SCPPA or Project Participants, their Directors, Officers, Etc.; SCPPA, Project Participants’ and Project Manager’s Directors, Officers, Employees Not Individually Liable. The Parties hereto agree that none of SCPPA, the Project Participants, the Project Manager or any of their Resolution No. 2026-006

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past, present or future directors, officers, employees, board members, agents, attorneys or advisors (collectively, the “Released Parties”) shall be liable to any other of the Released Parties for any and all claims, demands, liabilities, obligations, losses, damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including attorneys’ fees and expenses), or disbursements of any kind or nature whatsoever in law, equity, or otherwise (including, without limitation, death, bodily injury, or personal injury to any person or damage or destruction to any property of any Project Participant, SCPPA, the Project Manager or third persons) suffered by any Released Party as a result of the action or inaction or performance or non-performance by the counterparties under the Prepay Documents or any of the Released Parties under this Agreement or any of the Prepay Documents (excluding gross negligence and willful misconduct, which, unless otherwise agreed to by the Parties, are both to be determined and established by a court of competent jurisdiction in a final, non-appealable order). Each Party shall release each of the other Released Parties from any claim or liability that such Party may have cause to assert as a result of any actions or inactions or performance or non-performance by any of the other Released Parties under this Agreement or any Prepay Document (excluding gross negligence and willful misconduct, which, unless otherwise agreed to by the Parties, are both to be determined and established by a court of competent jurisdiction in a final, non-appealable order). Notwithstanding the Resolution No. 2026-006

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foregoing, no such action or inaction or performance or non-performance by any of the Released Parties shall relieve SCPPA or any Project Participant from their respective obligations under this Agreement, including, without limitation, the Project Participants’ obligation to make payments required under Section 6.6 of this Agreement or under any Prepay Document and SCPPA’s obligations under Section 7.5 of this Agreement.

The provisions of this Section 7.2 shall not be construed so as to relieve the Project Manager or Prepay Document counterparty from any obligation or liability under this Agreement or any Prepay Document. It is also hereby recognized and agreed that no member of the Board of Directors, the Project Manager or any Project Participant, nor their officers, employees, board members, agents, attorneys or advisors, or member of SCPPA in its capacity as a member of SCPPA, shall be individually liable in respect of any undertakings by any of the Released Parties under this Agreement or any Prepay Document. Nothing in this Section 7.2 or in any other provision of this Agreement shall affect any Project Participant’s obligation to make any payment in accordance with Section 6 or any other provision of this Agreement or to pay any other amounts or costs required to be paid by it under this Agreement.

7.2 Suits for Specific Performance. The exculpation provisions set forth in Section 7.2 hereof shall apply to all types of claims and actions including, but not limited to, claims or actions based on contract or tort.

Notwithstanding the foregoing, any Party may protect and enforce its rights Resolution No. 2026-006

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under this Agreement by a suit or suits in equity for specific performance of, or declaratory action with respect to, any obligations or duty of any other Party, and each Party shall at all times retain the right to recover, by appropriate legal proceedings, any amount determined to have been an overpayment, underpayment or other monetary damages owed by any other Party in accordance with the terms of this Agreement.

7.3 Undertakings Not Indebtedness. The undertakings under this Agreement by SCPPA, or the Project Manager in its capacity as such, shall never constitute a debt or indebtedness of SCPPA or the Project Manager within the meaning of any provision or limitation of the Constitution or statutes of the State of California, and shall not constitute or give rise to a charge against its general credit.

7.4 Indemnification of Project Participants. SCPPA undertakes and agrees, to the extent permitted by law, to indemnify and hold harmless each Project Participant, its directors, board members, officers, employees, agents, attorneys and advisors, past, present or future (collectively, “Participant Indemnitees”), from and against any and all claims, demands, liabilities, obligations, losses, damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including attorneys’ fees and expenses,) or disbursements of any kind or nature whatsoever in law, equity, or otherwise (collectively, “Losses”), which Losses include, without limitation, death, bodily injury, or personal injury to any person or damage or destruction to any property of any Project Resolution No. 2026-006

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Participant, SCPPA or third persons, that may be imposed on, incurred by or asserted against a Project Participant arising by manner of any breach of this Agreement by SCPPA, or the negligent acts, errors, omissions, or willful misconduct incident to the performance of this Agreement on the part of SCPPA or any of SCPPA’s directors, board members, officers, employees, agents, and advisors, past, present, or future. At each Project Participant’s option, SCPPA shall defend Participant Indemnitees from and against any and all Losses. If SCPPA, with the relevant Project Participant’s consent, defends any Purchaser Indemnitee, such Project Participant and its City Attorney shall approve the selection of counsel, and such Project Participant shall further approve any settlement or disposition, such approval not to be unreasonably withheld. Nothing in this Section 7.5 or in any other provision of this Agreement shall affect any Project Participant’s obligation to make any payment in accordance with Section 6 hereof or to pay any other amounts or costs required to be paid by it under this Agreement.

7.6 Indemnification of Project Manager. The Parties acknowledge that SCPPA may from time to time cause the Project to be administered through a project management or agency agreement with an agent on behalf of the Project Participants as provided in Section 4.1 hereof, and that such project management or agency agreement may obligation SCPPA to indemnify, defend, and hold harmless such Project Manager or agent and its officers, employees, agents, and advisors (“Project Manager Indemnitees”) in connection with one or more Project Manager Indemnitees’ actions, inactions, errors, or omissions incident to the performance of such agency agreement or project management agreement. It is further acknowledged by the Parties that all payments, costs, and expenses of SCPPA with respect to compliance with such indemnification obligations under such project management agreement or agency agreement shall be payable as Power Costs by the Project Participants in accordance with the terms of this Agreement.

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8. RELATIONSHIP OF THE PARTIES

8.1 Obligations Several and Not Joint. The covenants, obligations and liabilities of the Parties are intended to be several and not joint or collective and nothing herein contained shall ever be construed to create an association, joint venture, trust, partnership or other legal entity, or to impose a trust or partnership covenant, obligation or liability on or with regard to any of the Parties. Each Party shall be individually responsible for its own covenants, obligations and liabilities under this Agreement. The Project Participants shall be severally responsible and liable for performance under their respective Clean Energy Purchase Contracts. The obligation of any Project Participant to make payments under this Agreement is a several obligation and not a joint obligation with those of the other Project Participants under the Clean Energy Purchase Contracts to which each of the other Project Participants is a party.

8.2 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties hereto. There are no third-party beneficiaries of this Agreement.

9. DISPUTES

9.1 Dispute or Claim. Any action, claim or dispute which any Party may have against another Party or Parties arising out of or relating to this Agreement or the transactions contemplated hereunder, or the breach, termination or validity thereof (a “Dispute”) shall be submitted in writing to the other Parties. The written submission of any Dispute shall include a concise Resolution No. 2026-006

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Item 11 Page 208 of 232
41 300506100.4
statement of the question or issue in dispute together with a statement listing the relevant facts and documentation that support the claim.

9.2 Good Faith Resolution. The Parties agree to cooperate in good faith to attempt to achieve an expeditious resolution of a Dispute. Pending resolution of a Dispute, unless otherwise provided for under this Agreement, the Parties shall proceed diligently with the performance of their respective obligations pursuant to the terms of this Agreement.

9.3 Informal Negotiation. The disputing Parties shall first attempt in good faith to resolve any Dispute through informal negotiations which may be coordinated by the Chairperson

9.4 Arbitration. In the event the disputing Parties are unable to resolve the Dispute through informal negotiations as described above, the disputing Parties may elect to pursue the mediation of the Dispute by a mutually agreeable mediator. If the disputing Parties so choose the Parties may elect to voluntarily pursue arbitration pursuant to the rules of the Judicial Arbitration and Mediation Service (JAMS) or American Arbitration Association (AAA), or any other method chosen by the disputing Parties, subject to the express prior written agreement of each of the disputing Parties. Such written agreement may include the guidelines agreed upon by the disputing Parties to be followed by such Parties in such arbitration or dispute resolution prior to the commencement of such arbitration. No Party shall be obligated to pursue arbitration over any other method of dispute resolution.

Resolution No. 2026-006

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42 300506100.4

9.5 Litigation Rights. In the event the disputing Parties are unable to satisfactorily resolve the Dispute within 30 days from the receipt of notice of the Dispute, subject to any extensions of time as may be mutually agreed upon in writing, or any arbitration or other agreement, any Party to the Dispute may initiate litigation in a court of law with jurisdiction located in Los Angeles County, California, which shall be the exclusive venue to litigate Disputes.

9.6 No Attorneys Fees. In the event any action is brought at law or in equity in any court or through any alternative dispute resolution process to enforce any provision of this Agreement, or for damages by reason of any alleged breach of this Agreement, the Parties mutually agree that each Party to this Agreement shall bear its own attorneys fees and costs.

10. GOVERNING LAW
This Agreement was made and entered into in the State of California and shall be governed by, interpreted and enforced in accordance with the laws of the State of California, without regard to conflict of law principles.

11. REPRESENTATION AND NOTICES

11.1 Each Party Represented by Counsel. The Parties acknowledge that each Party was represented by counsel in the negotiation and execution of this Agreement, and any uncertainty or ambiguity in this Agreement shall not be interpreted against a Party on the basis that the Party drafted the language, but shall be interpreted according to the application of the rules on interpretation of contracts.

Resolution No. 2026-006

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43 300506100.4

11.2 Notices. Any notice, demand, requisition or request shall be in writing and shall be deemed properly served, given or made if delivered in person or sent by overnight delivery service, by registered or certified mail, postage prepaid, or by electronic mail, to the persons specified below:

Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740
Attention: Executive Director
Telephone: (626) 793-9364
Email: [email protected]
City of Burbank
____________________________
____________________________
Attention: ___________________
Telephone: __________________
Email: ______________________
City of Colton
____________________________
____________________________
Attention: ___________________
Telephone: __________________
Email: ______________________
City of Pasadena
____________________________
____________________________
Attention: ___________________
Telephone: __________________
Email: ______________________
City of Vernon
____________________________
____________________________
Attention: ___________________
Telephone: __________________
Email: ______________________
Resolution No. 2026-006

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44 300506100.4

12. SEVERABILITY.

In case any one or more of the provisions of this Agreement shall for any reason be held to be illegal or invalid by a court of competent jurisdiction, it is the intention of each of the Parties hereto that such illegality or invalidity shall not affect any other provision hereof, but this Agreement shall be construed and enforced as if such illegal or invalid provision had not been contained herein unless a court holds that the provisions are not separable from all other provisions of this Agreement.

13. AMENDMENTS
The Parties acknowledge and agree that any amendment to this Agreement shall be in writing and duly executed by the Parties.
[Signatures on next page.]
Resolution No. 2026-006

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45 300506100.4
IN WITNESS WHEREOF, the Parties hereto have duly caused this Agreement to be executed on their behalf by their duly authorized representatives.

SOUTHERN CALIFORNIA PUBLIC

POWER AUTHORITY
Dated: ____________________ By:

Title:

CITY OF BURBANK
Dated: ____________________ By:

Title:

CITY OF COLTON
Dated: ____________________ By:

Title:

CITY OF PASADENA
Dated: ____________________ By:

Title:

CITY OF VERNON
Dated: ____________________ By:

Title:

Resolution No. 2026-006

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46 300506100.4
Appendix A
Percentages of Aggregate Assigned Energy
Resolution No. 2026-006

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SM Draft 11 December 2025
LETTER AGREEMENT1
[_______], 2026
[PARTICIPANT]
[____]
[____]
Re: Prepay Limited Assignment Agreements
Ladies and Gentlemen:

This Letter Agreement (this “Letter Agreement”) confirms our mutual agreement with respect to the matters set forth below and relates to those certain Limited Assignment Agreements listed on Exhibit A under the heading titled “Purchaser Assignment Agreements” (the “Assignment Agreements”, which definition shall include any new Assignment Agreements identified by SCPPA’s delivery of an updated Exhibit A consistent with Section 2), with each of the PPA Sellers identified in Exhibit A (each, individually, a “PPA Seller” and collectively the “PPA Sellers”, and which definitions shall include any new PPA Seller identified by SCPPA’s delivery of an updated Exhibit A consistent with Section 2). Any capitalized term used in this Letter Agreement and not otherwise defined herein shall have the meaning assigned to such term in the Clean Energy Purchase Contract. In consideration of each Party’s execution of the Assignment Agreements, and the mutual covenants and agreements set forth herein, [Participant] (“Participant”) and Southern California Public Power Authority (“SCPPA” and together with Participant, collectively the “Parties” and each a “Party”) agree as follows:

1. Assignment Early Termination. Each of the Parties agrees that it shall only exercise its right to deliver a written notice of termination of an Assignment Period under an Assignment Agreement consistent with the following:
(a) Any Party may deliver a notice of termination under an Assignment Agreement in the event (i) of the suspension of performance under or expiration or termination of the relevant PPA by either Participant or the applicable PPA Seller; (ii) of the termination or suspension of deliveries for any reason other than force majeure under (A) the Clean Energy Purchase Contract (the “Clean Energy Purchase Contract”), dated as of [_______], 2026 by and between SCPPA and Participant (including, for the avoidance of doubt, due to a “Remarketing Election” by Participant under the Clean Energy Purchase Contract or the reduction of the aggregate Base Quantity and Assigned Quantity under a Clean Energy Purchase Contract to zero pursuant to the terms thereof), (B) that certain Electricity Purchase, Sale and Service Agreement, dated as of [_______], 2026 by and between J. Aron & Company LLC and Aron Energy Prepay 51 LLC (the “Electricity Sale and Service Agreement”), (C) that certain Master Power Supply Agreement, dated as of [_______], 2026, by and between SCPPA and Aron Energy Prepay 51 LLC or (D) an Issuer Assigned PPA PSA relating to the relevant Assigned PPA; (iii) that the California Renewable Portfolio Standard Portfolio Content Category designation of the renewable energy assigned under the Assignment 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.

EXHIBIT J
Resolution No. 2026-006

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Item 11 Page 215 of 232
2 Agreements is altered, reclassified, or invalidated as a direct or indirect result of the transaction contemplated by the Assignment Agreements or the Clean Energy Purchase Contract; (iv) that the relevant Assignment Agreement is subject to termination due to the bankruptcy or insolvency of the PPA Seller, however defined therein; or (v) that the corresponding Issuer Assignment Agreement (as listed in Exibbit A) is terminated;
(b) SCPPA shall deliver a notice of termination contemporaneous with any assignment by SCPPA of its interest in the Clean Energy Purchase Contract, provided that Participant in any event shall be entitled to deliver a notice of termination to the extent SCPPA fails to do so in connection with the assignment of SCPPA’s interest under the Clean Energy Purchase Contract; and
(c) Either Party may deliver a notice of termination of an Assignment Agreement to the extent that the Parties have mutually agreed upon an assignment of Replacement Assigned Rights and Obligations (as defined in the Clean Energy Purchase Contract) that will replace the Assigned Rights and Obligations under such Assignment Agreement immediately following the termination thereof; provided that such notice is conditioned on the execution and delivery of such Assignment Agreement.

For the avoidance of doubt, each of the Parties agrees that it shall not terminate an Assignment Agreement pursuant to the at will termination provision thereof except in the circumstances set forth immediately above. The at will termination provision referenced in the immediately preceding sentence (x) is set forth in [Section 2(a)(1)] of the form of Purchaser Assignment Agreement attached to the Clean Energy Purchase Contract and (y) shall refer to any such provision set forth in an Assignment Agreement entered into by the Parties consistent with the terms of the Clean Energy Purchase Contract and the Electricity Sale and Service Agreement.

2. Exhibit A. Promptly following execution of the Assignment Agreements with respect to the Initial Assigned Rights and Obligations, SCPPA shall deliver an Exhibit A that lists such Assignment Agreements. SCPPA shall deliver an updated Exhibit A to this Agreement to reflect any changes to the information set forth therein in connection with the termination, expiration or replacement of an Assignment Agreement consistent with the terms of the Clean Energy Purchase Contract.

3. Representations, Warranties and Covenants.
(a) Participant agrees that it shall provide a true, complete, and correct copy to SCPPA and SCPPA’s assigns of any PPA to be assigned pursuant to an Assignment Agreement. (b) Each Party represents to the other:
(i) Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing.
(ii) Powers. It has the power to execute, deliver and perform its obligations under this Letter Agreement, the Assignment Agreements and any other documentation to Resolution No. 2026-006

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Item 11 Page 216 of 232
3 which it is a party relating to this Letter Agreement and any Assignment Agreement, and it has taken all necessary action to authorize such execution, delivery and performance.
(iii)No Violation or Conflict. Such execution, delivery and performance of this Letter Agreement and the Assignment Agreements and the consummation of the transactions contemplated hereby and thereby, including the incurrence by such Party of its obligations under this Letter Agreement and the Assignment Agreements, will not result in any violation of or conflict with: (i) any term of any material contract or agreement applicable to it; (ii) any of its charter, bylaws, or other constitutional documents; (iii) any determination or award of any arbitrator applicable to it; or (iv) any license, permit, franchise, judgment, writ, injunction or regulation, decree, order, charter, law, ordinance, rule or regulation of any government agency, applicable to it or any of its assets or properties or to any obligations incurred by it or by which it or any of its assets or properties or obligations are bound or affected, and shall not 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.
(iv)Consents. All consents, approvals, orders or authorizations of; registrations, declarations, filings or giving of notice to; obtaining of any licenses or permits from; or taking of any other action with respect to, any Person or Government Agency, that are required to have been obtained or made by such Party with respect to this Letter Agreement and Assignment Agreements and the transactions contemplated hereby and thereby, including the due authorization of such Party and its governing body and 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, have been obtained and are in full force and effect and all conditions of any such consents have been complied with.
(v) Obligations Binding. Its obligations under this Letter Agreement and the Assignment Agreements constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
(vi)Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Letter Agreement and the Assignment Agreements and as to whether this Letter Agreement and the Assignment Agreements are appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other Parties as investment advice or as a recommendation to enter into this Letter Agreement or the Assignment Agreements, it being understood that information and explanations related to the terms and conditions of Resolution No. 2026-006

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Item 11 Page 217 of 232
4 this Letter Agreement and the Assignment Agreements shall not be considered investment advice or a recommendation to enter into this Letter Agreement. It is entering into this Letter Agreement and the Assignment Agreements as a bona-fide, arm’s-length transaction involving the mutual exchange of consideration and, once executed by the applicable parties, considers this Letter Agreement and the Assignment Agreements to be legally enforceable contracts. No communication (written or oral) received from any of the other Parties shall be deemed to be an assurance or guarantee as to the expected results of this Letter Agreement or the Assignment Agreements.
(vii) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Letter Agreement and the Assignment Agreements. It is also capable of assuming, and assumes, the risks of this Letter Agreement and the Assignment Agreements. (viii) Status of Parties. Neither Party is acting as a fiduciary for or an adviser to the other in respect of this Letter Agreement or the Assignment Agreements.

4. Miscellaneous
(a) Governing Law. This Letter Agreement and the rights and duties of the Parties will be governed by and construed, enforced and performed in accordance with the laws of the State of California, without reference to any conflicts of laws provisions that would direct the application of another jurisdiction’s laws.
(b) Jurisdiction. Each Party submits to the exclusive jurisdiction of the courts of the State of California or of the United States of America, in either case located in Los Angeles County, California.
(c) Waiver of Right to Trial by Jury. Each Party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Letter Agreement.
(d) Third Party Beneficiary. Any Party that takes assignment of SCPPA’s rights pursuant to an Issuer Assignment Agreement (as defined in the Clean Energy Purchase Contract) shall be a third-party beneficiary of this Letter Agreement with right to enforce the terms hereof. (e) Limited Obligation. Notwithstanding anything to the contrary herein, all obligations of SCPPA under this Letter Agreement, including without limitation all obligations to make payments of any kind whatsoever, are special, limited obligations of SCPPA, payable solely from the Trust Estate (as such term is defined in the Trust Indenture, dated as of [_______], 2026, between SCPPA and [_______], as trustee) as and to the extent provided in such Trust Indenture, including with respect to Operating Expenses (as such term is defined in such Trust Indenture).

SCPPA shall not be required to advance any moneys derived from any source other than the Revenues (as such term is defined in such Trust Indenture) and other assets pledged under such Trust Indenture for any of the purposes in this Letter Agreement. Neither the faith and credit of Resolution No. 2026-006

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Item 11 Page 218 of 232
5 SCPPA nor the taxing power of the State of California or any political subdivision thereof is pledged to payments pursuant to this Letter Agreement. SCPPA shall not be directly, indirectly, contingently or otherwise liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reasons of or in connection with this Letter Agreement, except solely to the extent Revenues (as such term is defined in such Trust Indenture) are received for the payment thereof and may be applied therefor pursuant to the terms of such Trust Indenture.
[Signature Pages to Follow]
Resolution No. 2026-006

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Item 11 Page 219 of 232
Signature Page to Letter Agreement
Very truly yours,
SCPPA

SOUTHERN CALIFORNIA PUBLIC POWER

AUTHORITY
By:

Name:

Title:

ACKNOWLEDGED, ACCEPTED AND AGREED TO as of the date first set forth above:

PARTICIPANT
[PARTICIPANT]
By:

Name:

Title:

Resolution No. 2026-006

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Item 11 Page 220 of 232
Exhibit A

ASSIGNMENT AGREEMENTS
Purchaser Assignment Agreements Issuer Assignment Agreements

1. Limited Assignment Agreement dated
[____], by and among Purchaser, the Issuer
and [PPA Seller]
Assigned PPA: [____]
Assigned Product Price:

Assignment Period:

PPA Seller:

PPA Seller Payment Instructions:

1. Limited Assignment Agreement dated
[____], by and among J. Aron, the Issuer
and [PPA Seller]

2. Limited Assignment Agreement dated
[____], by and among Purchaser, the Issuer
and [PPA Seller]
Assigned PPA: [____]
Assigned Product Price:

Assignment Period:

PPA Seller:

PPA Seller Payment Instructions:

2. Limited Assignment Agreement dated
[____], by and among J. Aron, the Issuer
and [PPA Seller]
Resolution No. 2026-006

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Item 11 Page 221 of 232
Vernon Public Utilities
Clean Energy Savings Plan for Renewable Energy
February 17, 2026
February 17, 2026
Item 11
Staff Presentation
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Item 11 Page 222 of 232
Background
• VPU along with SCPPA has reviewed a potential savings opportunity on its renewable costs. • SCPPA is a Joint Powers Authority, created in 1980, and is comprised of eleven municipal utilities and one irrigation district.
• In April 2024, SCPPA and Anaheim initiated a prepaid clean energy contract, saving ~$3.5M annually.
• Assuming 10% savings on the existing PPA contracts, this would result in annual savings of ~$2 million for current contract years.
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Item 11 Page 223 of 232
What is a Clean Energy Savings Renewable Bond?
• A financial tool leveraging Vernon’s tax-exempt status. • Allows prepayment for energy under existing PPAs using tax-exempt municipal bonds.
• Results in discounted energy rates over the life of the contracts. 3 Vernon
assigns
energy rights
to SCPPA
SCPPA issues
clean energy
bonds
Vernon
repurchases
energy at
discounted
rates
Vernon
customers
realize
savings
.
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Item 11 Page 224 of 232
Select Prepayments Completed in California
4 Date Amt. ($000) Participant(s) Savings
(Initial Term)
05/2024 592,270 Anaheim Public Utilities 15.1%
01/2025 984,120 Turlock Irrigation District 17.9%
02/2025 865,770 Modesto Irrigation District 12.9%
03/2025 493,345 Valley Clean Energy 14.4%
06/2025 1,062,605 Marin Clean Energy 10.9%
07/2025 1,005,685 San Diego Community Power 10.5%
09/2025 1,004,395 Ava Community Energy 10.1%
10/2025 960,730 Ava Community Energy 12.3%
11/2025 844,495 Silicon Valley Clean Energy 10.8%
12/2025 1,035,235 Peninsula Clean Energy 11.3%
01/2026 1,245,685 San Jose Clean Energy 11.7%
02/2026 736,375 Turlock Irrigation District 14.1%
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Item 11 Page 225 of 232
5 Clean Energy Savings Comparison
• The 2006 transaction was unique and is not
comparable to the proposed transaction.
• Vernon sold bonds backed by the electric utility
to buy long-term gas.
• Vernon sold the plant, where the gas was
intended, leaving Vernon without the ability to
make a qualified use of the gas as required
by IRS regulations.
• Gas was purchased at a long-term fixed price.

After the plant was sold, the price was subject to
market prices and with a discount and a new
municipal counterparty.
• Vernon was still obligated to pay for the bonds.
2006 Gas Prepay Transaction 2026 Clean Energy Savings Plan • Vernon is not issuing debt and not pledging
electric revenues.
• Vernon is using existing power purchase
agreement obligations and putting them into this
structure.
• No new power is being procured, and existing
contracts have been approved by City Council.
• Vernon will save money on these existing
agreements.
• Vernon pays for power received at a
discount.
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Item 11 Page 226 of 232
6 Rate Strategy – August 10, 2023
City Council Presentation
Electric Cost of Service Analysis
Electric – 5% Rate Adjustment effective 7/1/2023
No Further Base Rate Adjustments
Recommended Energy Cost Adjustment Billing Factor
FY 2023-24: $0.02
FY 2024-25: $0.02
FY 2025-26: $0.01
Utilize $18M from VPU’s Expense Stabilization Fund
Achieved Expense Savings and Created New Revenue Source .
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Item 11 Page 227 of 232
7 Current Rate Strategy
Electric Cost of Service Analysis &
Rate Design
• Electric – Two-Year Rate Plan
• Updated Electric Load Forecast
• Forecast Operating and Maintenance Expenses
• Detailed review and implementation of operating cost savings • Update to Five-Year Capital Plan
• Combine the Energy Cost Adjustment and Renewable Energy Portfolio Billing Factors
• Two-Year Rate Plan includes a 5-year Financial plan (through 2031) • Rate Design Phase - after Cost of Service is completed .
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PPAs Identified for Inclusion
• Astoria II
• Antelope DSR I
• Daggett Solar
• Daggett Storage
• Desert Harvest II
• BP Energy
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Item 11 Page 229 of 232
Prepayment Structure
9 Existing Structure:

Vernon
Electric Deliveries (MWhs)
$/MWh
Prepay Structure:

SCPPA Electricity
Supplier
Tax-exempt
Debt
Assigned Electric PPAs (if needed) Assigned Electric PPAs Electric Deliveries
(MWhs)
Electric Deliveries
(MWhs)
$/MWh Prepayment
Debt ($)
Service
Bond
Proceeds
Vernon
Electricity
Supplier
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Item 11 Page 230 of 232
Risk and Strategic Management
10 Risk Mitigation Strategic Benefits
Rigorous negotiations with legal and
financial counsel through SCPPA.

Establishes groundwork for future clean
energy contracts.

Ensures payment only for delivered
energy and transfers debt
responsibility to the Counterparty in
case of default.

Potential for additional savings as new
PPAs come online.

Reversion to original PPAs if adverse
events occur (e.g., bankruptcy).

Termination results in Vernon not
receiving expected savings.

Streamlines future transactions.

Option to cancel if discount rate
drops below threshold.

Legal and financial frameworks provide
flexibility for future transactions.
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Item 11 Page 231 of 232
Next Steps
11 VPU
Recommends
City Council
Approval of
Resolution
2026-006
Finalize
Contracts and
Agreements
Complete
Bond Issuance
*Early 2026*
Return with
Finalized
Savings PostPricing
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Item 11 Page 232 of 232
City Council Agenda Report
Meeting Date: February 17, 2026
From: Brian Saeki, City Administrator
Department: City Administration
Submitted by: Brian Saeki, City Administrator
Subject
Update on Los Angeles County Proposed 1/2 Cent Sales Tax Measure Recommendation
A. Receive an oral report from staff on the Los Angeles County proposed 1/2 cent sales tax measure to be placed on the June 2, 2026 Statewide Direct Primary Election ballot; and B. Provide direction on potential consideration of a 1/4 cent local sales tax measure.

Background
On February 10, 2026, the Los Angeles County Board of Supervisors adopted a resolution ordering and calling a special election for a Countywide general retail transactions and use sales tax measure to be placed on the ballot for the June 2, 2026 Statewide Direct Primary Election.

This proposed measure differs from a typical sales ballot measure, as it would require approval by the California State Legislature to exceed the existing sales tax cap. These and other complexities associated with the measure will be presented to the City Council in greater detail on February 17, 2026.

Fiscal Impact
There is no fiscal impact associated with providing direction to staff on this matter.

Attachments
None.
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Item 12 Page 1 of 237

CITY ADMINISTRATION MEMORANDUM
TO: City Council
FROM: Brian Saeki, City Administrator
DATE: February 16, 2026
SUBJECT: Proposed County of Los Angeles General Half-Cent Sales Tax Ballot Measure in June 2026
Summary
On February 10, 2026, the Los Angeles County Board of Supervisors adopted a resolution ordering and calling a special election for a countywide general retail transactions and use (sales) tax measure to be placed on the June 2, 2026 Statewide Direct Primary Election ballot. The measure will ask voters whether to increase the County sales tax rate by one-half cent (½-cent) to offset federal funding cuts to public health services. If approved by voters, it is anticipated that the tax would generate approximately $1 billion annually over a five-year period.

As drafted, the June ballot measure would seek a legislative exemption from the existing two percent (2%) statutory cap on county/local sales taxes and preserve one-quarter percent (¼ %) in sales-tax capacity under the statutory cap.

The proposed spending plan allocates approximately forty-seven percent (47%) for no-cost or reduced-cost health-care services, five percent (5%) for school-based health programs, ten percent (10%) for public-health initiatives, five percent (5%) for Medicaid outreach and enrollment efforts, two-and-a-half percent (2.5%) for correctional health services, twenty-two percent (22%) for financial support to the Department of Health Services, five percent (5%) for non-profit hospitals, two-and-a-half percent (2.5%) for in-home supportive services, and one percent (1%) for public-health programs in Pasadena and Long Beach. Our department was not included with those public-health February 17, 2026
Item 12
Supplemental
Report
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Item 12 Page 2 of 237

jurisdictions because we do not offer the same range of resident services as Pasadena and Long Beach.

Background
In Vernon, the cumulative sales-tax rate is 10.50 %, which consists of the statewide sales-tax rate of 7.25 % and county/local taxes totaling 3.25 %. Although California Revenue and Taxation Code Section 7251.1 sets the maximum county/local transactions and use tax—or statutory cap—at two percent (2%), several countywide sales-tax measures have been authorized through special legislation exempting them from that cap.

Among these exempt measures are L.A. County Measure R (½-cent), Measure M (½-cent), and Measure A (½-cent). With these exemptions, one-quarter percent (¼ %) remains available under the two-percent (2%) county/local statutory sales-tax cap.

Voter approval of recent countywide sales-tax measures like Measure H and Measure A has prompted discussion among local agencies regarding the effectiveness of these measures and the fairness of local returns compared to total tax resources generated within individual jurisdictions. For example, Measure H (approved in 2017 by approximately 69% of countywide voters) levied a one-quarter-percent (¼ %) transactions and use tax for ten years to address homelessness. In Vernon, it is estimated that this measure generated over $10 million prior to its repeal in 2024. Of these resources, only a few thousand dollars have been returned to our community to help address homelessness.

More recently, Measure A (approved in 2024 by approximately 58% of countywide voters) repealed Measure H and levied a one-half-percent (½ %) transactions and use tax to remain in effect until repealed by voters. In Vernon, it is estimated that roughly $3 million is generated annually. According to the Measure A Allocation Methodology, at least fifteen percent (15%) is allocated to cities, councils of governments, and/or the County (for unincorporated areas) for homelessness-prevention programs and affordable-housing initiatives. .
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Item 12 Page 3 of 237

Discussion
Without special legislation to exempt the June Measure from the two-percent (2%) county and local statutory sales-tax cap, passage of the measure would cause the combined rate to exceed the cap. In that case, the measure could not be fully implemented—and might not be implemented at all—or would only take effect up to the remaining capacity. This, in turn, could prevent the City from later enacting its own local sales-tax measure.

Adding to the uncertainty, if both the June Measure and a local city sales-tax measure appear on the June ballot and both are approved by voters—but the June Measure does not obtain special legislative authority to exceed the cap— the City’s ability to implement its own measure in Vernon would remain unclear.

The outcome could depend on which measure receives the greater number of votes within the City or which measure the California Department of Tax and Fee Administration (CDTFA) determines to implement, following guidance from the California Attorney General.

Given this uncertainty, it may be prudent for the City to preserve local control over tax revenues by pursuing its own one-quarter-cent (¼ %) sales-tax measure, rather than relying on future countywide programs that may provide only limited local return or benefit.

Next Steps
Option 1 – Take No Action on a Local Measure and Oppose County Legislative Efforts
The City Council may choose not to pursue a local sales-tax measure at this time and instead actively oppose any legislative efforts that would grant Los Angeles County an exemption to exceed the existing sales-tax cap. Under this approach, the City would engage in advocacy efforts—directly or through regional associations—to oppose county-sponsored or state-level legislative actions intended to pierce the sales-tax cap.
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Item 12 Page 4 of 237

Option 2 – Proceed with a Local Transactions and Use Tax Measure Alternatively, the City Council could proceed with placing a local transactions and use tax measure before voters at the June 2, 2026 election. This would require adopting all necessary ordinances and resolutions calling for a special election.

To qualify for the June 2, 2026 ballot, the Council must take all required actions no later than Friday, March 6, 2026, and must also adopt a unanimous resolution declaring a fiscal emergency in order to place the measure on that ballot. Staff notes there are potential legal and policy implications associated with declaring a fiscal emergency, and the long-term impacts of such a declaration remain uncertain.

If the Council chooses to pursue this option, it should direct staff to prepare and return with all required ordinances and resolutions at the next regular meeting on March 3, 2026, ensuring compliance with the March 6, 2026 submittal deadline. .
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Item 12 Page 5 of 237