Vernon City Council
March 3, 2026

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I. The Utility Users Tax (UUT) and the Public Safety Parcel Tax, which together generate approximately $16.3 million annually, are set to expire in FY 2028-29.

J. Upon expiration, projected General Fund operating revenues will decline to approximately $68.5 million, while operating expenditures are forecasted at approximately $89.4 million, resulting in a recurring structural operating deficit of approximately $20.9 million annually.

K. This recurring deficit will represent 30% of projected operating revenues and exceeds the City’s historical ability to address fiscal gaps without significant service impacts.

L. Absent prompt action to seek voter approval for additional City revenue sources, such deficits would deplete General Fund reserves and necessitate substantial reductions in important City services.

M. On February 10, 2026, the Los Angeles County Board of Supervisors voted to place a ½% general transactions and use tax measure on the June 2, 2026 ballot.

N. Absent special legislation, if the County transactions and use tax measure were to pass with majority County voter approval, this could impact the City of Vernon’s ability to enact a ¼% City transactions and use tax measure with City voter approval due to the combined 2% statutory cap on county and city transactions and use taxes under California Revenue and Taxation Code section 7251.1.

O. The City Council deems it necessary to place this ¼% City transactions and use tax measure on the June 2, 2026 ballot to best guard against the projected structural budget deficits identified above as well as to give the City the best opportunity to utilize ¼% of transactions and use taxation authority under the Revenue and Taxation Code section 7251.1 statutory cap, given the County’s recent actions in attempting to enact its own transactions and use tax measure.

P. All of the circumstances described above create an emergency situation warranting the placement of this Measure on a special municipal election to be held on the next available election ballot date to permit the voters to decide pursuant to Proposition 218.

Q. The next available legal election ballot date for a special municipal election is the Statewide Primary Election to be held on Tuesday, June 2, 2026.

R. The ordinance to be considered by the qualified voters and the terms of approval, collection and use of the general TUT are described and provided for in the ordinance/measure attached hereto as Exhibit “A” (the “Measure”) and by this reference made an operative part hereof, in accordance with all applicable laws.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON: .
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Item 12 Page 6 of 54
Resolution No. 2026-008

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SECTION 2. Incorporation of Recitals. The foregoing recitals are true and correct and are hereby incorporated and made an operative part of this Resolution.

SECTION 3. Declaration of Emergency. Pursuant to California Constitution, Article XIIIC, Section 2(b), the City Council, by a unanimous vote, hereby declares the existence of an emergency in that there are imminent financial risks and dangers, as described above, to the public welfare and the City’s financial ability to provide necessary municipal services without disruption, so that a special municipal election prior to the General Municipal Election on April 13, 2027 is necessary to address such risks and dangers.

SECTION 4. Submission of Ballot Measure. The City Council of the City of Vernon, pursuant to its right and authority as contained in California Constitution, Article XIIIC, Section 2(b), California Elections Code Section 9222 and California Revenue and Taxation Code Section 7285.9, by unanimous vote, hereby orders the Measure attached hereto as Exhibit “A” to be submitted to the qualified voters of the City at a Special Municipal Election to be held on Tuesday, June 2, 2026. The proposed Measure shall be in the form attached hereto as Exhibit “A” to this Resolution and is incorporated by this reference as if fully set forth herein.

SECTION 5. The City Council, pursuant to its right and authority, does hereby order that the ballot question for the Measure shall be presented and printed upon the ballot submitted to the qualified voters in the manner and form set forth in this Section 5.

On the ballot to be submitted to the qualified voters at the election to be held at a Special Municipal Election on Tuesday, June 2, 2026, in addition to any other matters required by law, there shall be printed substantially the following:

To fund general city services such as fire protection, 911 emergency response, police patrol and crime prevention, cleaning and maintaining streets, sidewalks, infrastructure, and public facilities and to maintain Vernon’s long-term finances; shall the measure establishing a supplemental 1⁄4¢ City sales tax providing approximately $1,500,000 annually for five years; requiring audits, public spending disclosures; all funds locally controlled benefiting Vernon residents, be adopted?
YES
NO
SECTION 6. Conduct of Election. The City Clerk is authorized, instructed, and directed to procure and furnish any and all official ballots, printed matter and all supplies, equipment and paraphernalia that may be necessary in order to properly and lawfully conduct the election. In all particulars not recited in this Resolution, the election shall be held and conducted as provided by law for holding municipal elections.

SECTION 7. Pursuant to Elections Code section 9280, the City Council hereby directs the City Clerk to transmit a copy of the Measure to the City Attorney. The City Attorney shall prepare an impartial analysis of the Measure, not to exceed 500 words in length, showing the effect of the Measure on the existing law and the operation of the .
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Measure, and transmit such impartial analysis to the City Clerk not later than the deadline for submittal of primary arguments for or against the Measure.

The impartial analysis shall include a statement indicating whether the Measure was placed on the ballot by a petition signed by the requisite number of voters or by the City Council. In the event the entire text of the Measure is not printed on the ballot, nor in the voter information guide, there shall be printed immediately below the impartial analysis, in no less than 10-font bold type, the following: “The above statement is an impartial analysis of Ordinance or Measure _____. If you desire a copy of the ordinance or measure, please call the Office of the City Clerk at (323) 583-8811 and a copy will be mailed at no cost to you.”
SECTION 8. Notice of the election is hereby given and the City Clerk is authorized, instructed and directed to give further or additional notice of the election, in time, form and manner as required by law.

SECTION 9. Placement on the Ballot. The full text of the Measure shall not be printed in the voter information guide, and a statement shall be printed on the ballot pursuant to Elections Code section 9223 advising voters that they may obtain a copy of this Resolution and the Measure, at no cost, upon request made to the City Clerk.

SECTION 10. Filing with County. The City Clerk shall, not later than the 88th day prior to the Special Municipal Election to be held on Tuesday, June 2, 2026, file with the Board of Supervisors and the Registrar of Voters of the County of Los Angeles, State of California, a certified copy of this Resolution.

SECTION 11. Public Examination. Pursuant to Elections Code section 9295, this Measure will be available for public examination for no fewer than ten (10) calendar days prior to being submitted for printing in the voter information guide. The City Clerk shall post notice in the Clerk’s office of the specific dates that the examination period will run.

SECTION 12. The City Council hereby finds and determines that the Measure relates to organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment, and therefore is not a project within the meaning of the California Environmental Quality Act (“CEQA”) and the State CEQA Guidelines, section 15378(b)(5).

SECTION 13. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end, the provisions of this Resolution are declared to be severable.

SECTION 14. This Resolution shall become effective upon its adoption. / / /
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Resolution No. 2026-008

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SECTION 15. The City Clerk, or Deputy City Clerk, shall certify the passage and adoption of this resolution and enter it into the book of original resolutions.

APPROVED AND ADOPTED March 3, 2026
________________________________
LETICIA LOPEZ, Mayor
ATTEST:
______________________________
GENOVEVA ROCHA, City Clerk
APPROVED AS TO FORM:
______________________________

ZAYNAH MOUSSA-MILWARD,
City Attorney
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Resolution No. 2026-008

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CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF VERNON )
I, Genoveva Rocha, City Clerk of the City of Vernon, California, do hereby certify that the whole number of the members of the City Council is five (5); that the above and foregoing Resolution was duly and regularly passed and adopted by the unanimous vote of all members at a Regular Meeting of the City Council of the City of Vernon on March 3, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
GENOVEVA ROCHA, City Clerk
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Resolution No. 2026-008

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Exhibit “A”
Supplemental Transactions and Use Tax Ordinance
[attached behind this page]
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Resolution No. 2026-008

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ORDINANCE NO. ____

AN ORDINANCE OF THE PEOPLE OF THE CITY OF VERNON,
CALIFORNIA, ADDING CHAPTER 3.10 TO TITLE 3 (REVENUE AND

FINANCE) OF THE VERNON MUNICIPAL CODE TO ENACT A
SUPPLEMENTAL ONE-QUARTER PERCENT (1/4%) GENERAL
TRANSACTIONS AND USE TAX (SALES TAX) FOR FIVE (5) YEARS TO

BE ADMINISTERED BY THE CALIFORNIA DEPARTMENT OF TAX AND

FEE ADMINISTRATION
SECTION 1. Recitals
A. Pursuant to California Revenue and Taxation Code section 7285.9 the City of Vernon (“City”) is authorized to levy a Transactions and Use Tax for general purposes, subject to majority voter approval.

B. The People of the City desire to add Chapter 3.10 to Title 3 of the Vernon Municipal Code establishing a general Supplemental Transactions and Use Tax (“TUT”) for five (5) years, on the sale and/or use of all tangible personal property sold at retail in the City, at a rate of one-quarter percent (1/4%).

NOW, THEREFORE, THE PEOPLE OF THE CITY OF VERNON DO HEREBY ORDAINS AS FOLLOWS:

SECTION 2. Title and Text. This Ordinance shall be known as the “Vernon Supplemental General Transactions and Use Tax”, the full text of which is set forth in Attachment “1”, attached hereto and incorporated herein by reference.

SECTION 3. Approval by the City Council. Pursuant to California Revenue and Taxation Code section 7285.9, this Ordinance was duly approved for placement on the ballot by a minimum two-thirds (2/3) supermajority of all members of the City Council on _________, 2026.

SECTION 4. Approval by the Voters. Pursuant to California Elections Code section 9217, this Ordinance shall be deemed adopted and take effect only if approved by a majority of the eligible voters of the City of Vernon voting at the Special Municipal Election of June 2, 2026. It shall be deemed adopted when the City Council has certified the results of that election by resolution and shall take effect ten (10) days thereafter.

SECTION 5. Operative Date. “Operative Date” for the Transactions and Use Tax means the first day of the first calendar quarter commencing more than 110 days after the date this Ordinance is adopted, as set forth in Section 4 above.

SECTION 6. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid, the remainder of the Ordinance and .
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the application of such provision to other persons or circumstances shall not be affected thereby.

I hereby certify that the Vernon Supplemental General Transactions and Use Tax Ordinance was PASSED, APPROVED, AND ADOPTED by the People of the City of Vernon on June 2, 2026.

LETICIA LOPEZ, Mayor
ATTEST:

GENOVEVA ROCHA, City Clerk
APPROVED AS TO FORM:

ZAYNAH MOUSSA-MILWARD,
City Attorney
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ATTACHMENT “1”
“CHAPTER 3.10 – SUPPLEMENTAL GENERAL TRANSACTIONS AND USE TAX Sections:

3.10.010 - Title.

3.10.020 - Purpose.

3.10.030 - Contract With State.

3.10.040 - Transactions Tax Rate.

3.10.050 - Place of Sale.

3.10.060 - Use Tax Rate.

3.10.070 - Adoption of Provisions of State Law.

3.10.080 - Limitations on Adoption of State Law and Collection of Use Taxes.

3.10.090 - Permit Not Required.

3.10.100 - Exemptions and Exclusions.

3.10.110 - Amendments/Repeal.

3.10.120 - Enjoining Collection Forbidden.

3.10.130 - Use of Proceeds.

3.10.140 - Annual Audit.

3.10.150 - Duration of Tax.

Sections:

3.10.010 – Title.

This chapter shall be known as the “Vernon General Transactions and Use Tax Ordinance”. The City of Vernon hereinafter shall be called "City." This chapter shall be applicable in the incorporated territory of the City.

3.10.020 – Purpose.

This chapter is adopted to achieve the following, among other purposes, and directs that the provisions hereof be interpreted in order to accomplish those purposes:

A. To impose a retail transactions and use tax in accordance with the provisions of Part

1.6 (commencing with Section 7251) of Division 2 of the Revenue and Taxation Code and Section 7285.9 of Part 1.7 of Division 2 which authorizes the City to adopt this tax ordinance which shall be operative if a majority of the electors voting on the measure vote to approve the imposition of the tax at an election called for that purpose.

B. To adopt a retail transactions and use tax ordinance that incorporates provisions identical to those of the Sales and Use Tax Law of the State of California insofar as those provisions are not inconsistent with the requirements and limitations contained in Part 1.6 of Division 2 of the Revenue and Taxation Code.

C. To adopt a retail transactions and use tax ordinance that imposes a tax and provides . .

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a measure therefore that can be administered and collected by the California Department of Tax and Fee Administration in a manner that adapts itself as fully as practicable to, and requires the least possible deviation from, the existing statutory and administrative procedures followed by the California Department of Tax and Fee Administration in administering and collecting the California State Sales and Use Taxes.

D. To adopt a retail transactions and use tax ordinance that can be administered in a manner that will be, to the greatest degree possible, consistent with the provisions of Part 1.6 of Division 2 of the Revenue and Taxation Code, minimize the cost of collecting the transactions and use taxes, and at the same time, minimize the burden of record-keeping upon persons subject to taxation under the provisions of this ordinance.

3.10.030 - Contract With State.

Prior to the operative date, the City shall contract with the California Department of Tax and Fee Administration to perform all functions incident to the administration and operation of this transactions and use tax ordinance; provided, that if the City shall not have contracted with the California Department of Tax and Fee Administration prior to the operative date, it shall nevertheless so contract and in such a case the operative date shall be the first day of the first calendar quarter following the execution of such a contract.

3.10.040 - Transactions Tax Rate.

For the privilege of selling tangible personal property at retail, a tax is hereby imposed upon all retailers in the incorporated territory of the City at the rate of one-quarter percent (1/4%) of the gross receipts of any retailer from the sale of all tangible personal property sold at retail in said territory on and after the operative date of this ordinance.

3.10.050 - Place of Sale.

For the purposes of this chapter, all retail sales are consummated at the place of business of the retailer unless the tangible personal property sold is delivered by the retailer or his agent to an out-of-state destination or to a common carrier for delivery to an out-of-state destination. The gross receipts from such sales shall include delivery charges, when such charges are subject to the state sales and use tax, regardless of the place to which delivery is made. In the event a retailer has no permanent place of business in the State or has more than one place of business, the place or places at which the retail sales are consummated shall be determined under rules and regulations to be prescribed and adopted by the California Department of Tax and Fee Administration.

3.10.060 - Use Tax Rate.

An excise tax is hereby imposed on the storage, use or other consumption in the City of tangible personal property purchased from any retailer on and after the operative date of .
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this chapter for storage, use or other consumption in said territory at the rate of onequarter percent (1/4%) of the sales price of the property. The sales price shall include delivery charges when such charges are subject to state sales or use tax regardless of the place to which delivery is made.

3.10.070 - Adoption of Provisions of State Law.

Except as otherwise provided in this chapter and except insofar as they are inconsistent with the provisions of Part 1.6 of Division 2 of the Revenue and Taxation Code, all of the provisions of Part 1 (commencing with Section 6001) of Division 2 of the Revenue and Taxation Code are hereby adopted and made a part of this chapter as though fully set forth herein.

3.10.080 - Limitations on Adoption of State Law and Collection of Use Taxes.

In adopting the provisions of Part 1 of Division 2 of the Revenue and Taxation Code:

A. Wherever the State of California is named or referred to as the taxing agency, the name of this City shall be substituted therefor. However, the substitution shall not be made when:

1. The word “State” is used as a part of the title of the State Controller, State Treasurer, California Victim Compensation Board, California Department of Tax and Fee Administration, State Treasury, or the Constitution of the State of California;

2. The result of that substitution would require action to be taken by or against this City or any agency, officer, or employee thereof rather than by or against the California Department of Tax and Fee Administration, in performing the functions incident to the administration or operation of this chapter.

3. In those sections, including, but not necessarily limited to sections referring to the exterior boundaries of the State of California, where the result of the substitution would be to:
a. Provide an exemption from this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not otherwise be exempt from this tax while such sales, storage, use or other consumption remain subject to tax by the State under the provisions of Part 1 of Division 2 of the Revenue and Taxation Code, or;
b. Impose this tax with respect to certain sales, storage, use or other consumption of tangible personal property which would not be subject to tax by the state under the said provision of that code.

4. In reference to Sections 6701, 6702 (except in the last sentence thereof), 6711, . .

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6715, 6737, 6797 or 6828 of the Revenue and Taxation Code.

B. The word “City” shall be substituted for the word “state” in the phrase “retailer engaged in business in this state” in Section 6203 of the Revenue and Taxation Code and in the definition of that phrase in Section 6203.

1. “A retailer engaged in business in the City” shall also include any retailer that, in the preceding calendar year or the current calendar year, has total combined sales of tangible personal property in this state or for delivery in the State by the retailer and all persons related to the retailer that exceeds five hundred thousand dollars ($500,000). For purposes of this section, a person is related to another person if both persons are related to each other pursuant to Section 267(b) of Title 26 of the United States Code and the regulations thereunder.

3.10.090 - Permit not Required.

If a seller’s permit has been issued to a retailer under Section 6067 of the Revenue and Taxation Code, an additional transactor’s permit shall not be required by this chapter.

3.10.100 - Exemptions and Exclusions.

A. There shall be excluded from the measure of the transactions tax and the use tax the amount of any sales tax or use tax imposed by the State of California or by any city, city and county, or county pursuant to the Bradley-Burns Uniform Local Sales and Use Tax Law or the amount of any state-administered transactions or use tax.

B. There are exempted from the computation of the amount of transactions tax the gross receipts from:

1. Sales of tangible personal property, other than fuel or petroleum products, to operators of aircraft to be used or consumed principally outside the county in which the sale is made and directly and exclusively in the use of such aircraft as common carriers of persons or property under the authority of the laws of this State, the United States, or any foreign government.

2. Sales of property to be used outside the City which is shipped to a point outside the City, pursuant to the contract of sale, by delivery to such point by the retailer or his agent, or by delivery by the retailer to a carrier for shipment to a consignee at such point. For the purposes of this paragraph, delivery to a point outside the City shall be satisfied:
a. With respect to vehicles (other than commercial vehicles) subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, and undocumented vessels registered under Division 3.5 (commencing with Section 9840) of the Vehicle Code by . .

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registration to an out-of-City address and by a declaration under penalty of perjury, signed by the buyer, stating that such address is, in fact, his or her principal place of residence; and
b. With respect to commercial vehicles, by registration to a place of business out-of-City and declaration under penalty of perjury, signed by the buyer, that the vehicle will be operated from that address.

3. The sale of tangible personal property if the seller is obligated to furnish the property for a fixed price pursuant to a contract entered into prior to the operative date of this chapter.

4. A lease of tangible personal property which is a continuing sale of such property, for any period of time for which the lessor is obligated to lease the property for an amount fixed by the lease prior to the operative date of this chapter.

5. For the purposes of subparagraphs (3) and (4) of this subsection, the sale or lease of tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised.

C. There are exempted from the use tax imposed by this chapter, the storage, use or other consumption in this City of tangible personal property:

1. The gross receipts from the sale of which have been subject to a transactions tax under any state-administered transactions and use tax ordinance.

2. Other than fuel or petroleum products purchased by operators of aircraft and used or consumed by such operators directly and exclusively in the use of such aircraft as common carriers of persons or property for hire or compensation under a certificate of public convenience and necessity issued pursuant to the laws of this State, the United States, or any foreign government. This exemption is in addition to the exemptions provided in Sections 6366 and 6366.1 of the Revenue and Taxation Code of the State of California.

3. If the purchaser is obligated to purchase the property for a fixed price pursuant to a contract entered into prior to the operative date of this chapter.

4. If the possession of, or the exercise of any right or power over, the tangible personal property arises under a lease which is a continuing purchase of such property for any period of time for which the lessee is obligated to lease the property for an amount fixed by a lease prior to the operative date of this chapter.

5. For the purposes of subparagraphs (3) and (4) of this subsection, storage, use, or other consumption, or possession of, or exercise of any right or power over, . .

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tangible personal property shall be deemed not to be obligated pursuant to a contract or lease for any period of time for which any party to the contract or lease has the unconditional right to terminate the contract or lease upon notice, whether or not such right is exercised.

6. Except as provided in subparagraph (7), a retailer engaged in business in the City shall not be required to collect use tax from the purchaser of tangible personal property, unless the retailer ships or delivers the property into the City or participates within the City in making the sale of the property, including, but not limited to, soliciting or receiving the order, either directly or indirectly, at a place of business of the retailer in the City or through any representative, agent, canvasser, solicitor, subsidiary, or person in the City under the authority of the retailer.

7. “A retailer engaged in business in the City” shall also include any retailer of any of the following: vehicles subject to registration pursuant to Chapter 1 (commencing with Section 4000) of Division 3 of the Vehicle Code, aircraft licensed in compliance with Section 21411 of the Public Utilities Code, or undocumented vessels registered under Division 3.5 (commencing with Section 9840) of the Vehicle Code. That retailer shall be required to collect use tax from any purchaser who registers or licenses the vehicle, vessel, or aircraft at an address in the City.

D. Any person subject to use tax under this chapter may credit against that tax any transactions tax or reimbursement for transactions tax paid to a district imposing, or retailer liable for, a transactions tax pursuant to Part 1.6 of Division 2 of the Revenue and Taxation Code with respect to the sale to the person of the property the storage, use or other consumption of which is subject to the use tax.

3.10.110 – Amendments/Repeal.

A. All amendments subsequent to the effective date of this chapter to Part 1 of Division 2 of the Revenue and Taxation Code relating to sales and use taxes and which are not inconsistent with Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, and all amendments to Part 1.6 and Part 1.7 of Division 2 of the Revenue and Taxation Code, shall automatically become a part of this chapter, provided however, that no such amendment shall operate so as to affect the rate of tax imposed by this chapter.

B. The City Council may amend this chapter without voter approval only to make minor technical adjustments consistent with the purposes set forth in this chapter and applicable laws or as necessary to comply with the law.

3.10.120 - Enjoining Collection Forbidden.

No injunction or writ of mandate or other legal or equitable process shall issue in any suit, action or proceeding in any court against the State or the City, or against any officer of the State or the City, to prevent or enjoin the collection under this chapter, or Part 1.6 of . .

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Division 2 of the Revenue and Taxation Code, of any tax or any amount of tax required to be collected.

3.10.130 – Use of Proceeds.

The proceeds from the transactions and use tax imposed by this chapter shall be deposited in the general fund of the City and available for any lawful governmental purpose.

3.10.140 – Annual Audit.

The amount generated by this new general purpose revenue source shall be included in the annual audit of the City's financial operations by an independent certified public accountant.

3.10.150 – Duration of Tax.

The authority to levy the tax imposed by this chapter shall automatically expire five (5) years from the Operative Date of this tax, without further action by the City Council or the voters of the City. After said date, the tax imposed by this chapter can only be continued or reestablished by a majority vote of Vernon voters pursuant to California Proposition 218.
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RESOLUTION NO. 2026-009

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON,

CALIFORNIA, REQUESTING THE BOARD OF SUPERVISORS OF THE

COUNTY OF LOS ANGELES TO CONSOLIDATE A SPECIAL
MUNICIPAL ELECTION TO BE HELD ON JUNE 2, 2026 WITH THE

STATEWIDE PRIMARY ELECTION TO BE HELD ON THAT DATE
PURSUANT TO ELECTIONS CODE SECTION 10403
SECTION 1. Recitals
A. On March 3, 2026, the City Council of the City of Vernon (“City Council”) adopted Resolution No. 2026-008, calling a Special Municipal Election to be held on June 2, 2026 for voters to consider a general transactions and use tax measure.

B. It is therefore desirable that the Special Municipal Election be consolidated with the Statewide Primary Election to be held on the same date and that within the City of Vernon (“City”) the precincts, voting centers, ballot drop box locations, and election officers of the two elections be the same, and that the election department of the County of Los Angeles (“County”) canvass the returns of the Special Municipal Election and that the election be held in all respects as if there were only one election.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS:

SECTION 2. Request for Consolidation. Pursuant to the requirements of Elections Code section 10403, the Board of Supervisors of the County of Los Angeles (“Board of Supervisors”) is hereby requested to consent and agree to the consolidation of a Special Municipal Election with the Statewide Primary Election on Tuesday, June 2, 2026, for the purpose of submitting to the voters the following general transactions and use tax initiative measure:

SECTION 3. Measure Language. The measure is to appear on the ballot as follows:

To fund general city services such as fire protection, 911 emergency response, police patrol and crime prevention, cleaning and maintaining streets, sidewalks, infrastructure, and public facilities and to maintain Vernon’s long-term finances; shall the measure establishing a supplemental 1⁄4¢ City sales tax providing approximately $1,500,000 annually for five years; requiring audits, public spending disclosures; all funds locally controlled benefiting Vernon residents, be adopted?
YES
NO
SECTION 4. Canvass of Returns. The County election department is authorized to canvass the returns and perform all other proceedings incidental to and connected with the Special Municipal Election. The Election shall be held in all respects as if there .
.

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were only one election, and only one form of ballot shall be used. Pursuant to Elections Code sections 10403 and 10418, the election will be held and conducted in accordance with the provisions of law regulating the Statewide Primary Election.

SECTION 5. Necessary Steps. The Board of Supervisors is requested to issue instructions to the County election department to take any and all steps necessary for the holding of the consolidated election.

SECTION 6. Costs. The City Council determines and declares that the City will pay to the County the reasonable and actual expenses incurred by the County by the consolidation of the Special Municipal Election with the Statewide Primary Election.

The City shall reimburse the County for services performed when the work is completed and upon presentation to the City of a properly approved bill. The City Administrator of the City of Vernon is authorized and directed to pay for the expenses incurred after receiving a statement from the County of Los Angeles.

SECTION 7. Filing of Resolution. The City Clerk is hereby directed to file a certified copy of this resolution with the Board of Supervisors and the election department of the County of Los Angeles.

SECTION 8. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end, the provisions of this Resolution are declared to be severable.

SECTION 9. The City Clerk, or Deputy City Clerk, shall certify the passage and adoption of this resolution and enter it into the book of original resolutions.

APPROVED AND ADOPTED March 3, 2026.

LETICIA LOPEZ, Mayor
ATTEST:

GENOVEVA ROCHA, City Clerk
APPROVED AS TO FORM:

ZAYNAH MOUSSA-MILWARD,
City Attorney
.
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Resolution No. 2026-009

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF VERNON )
I, Genoveva Rocha, City Clerk of the City of Vernon, California, do hereby certify that the whole number of the members of the City Council is five (5); that the above and foregoing Resolution was duly and regularly passed and adopted by the unanimous vote of all members at a Regular Meeting of the City Council of the City of Vernon on March 3, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
GENOVEVA ROCHA, City Clerk
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RESOLUTION NO. 2026-010

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON,

CALIFORNIA, PROVIDING FOR THE FILING OF DIRECT AND

REBUTTAL ARGUMENTS AND SETTING RULES FOR THE FILING OF

WRITTEN ARGUMENTS REGARDING A CITY MEASURE TO BE
SUBMITTED AT THE JUNE 2, 2026 SPECIAL MUNICIPAL ELECTION SECTION 1. Recitals.

A. A Special Municipal Election is to be held in the City of Vernon, California on June 2, 2026, at which there will be submitted to the voters the following measure:

To fund general city services such as fire protection, 911 emergency response, police patrol and crime prevention, cleaning and maintaining streets, sidewalks, infrastructure, and public facilities and to maintain Vernon’s long-term finances; shall the measure establishing a supplemental 1⁄4¢ City sales tax providing approximately $1,500,000 annually for five years; requiring audits, public spending disclosures; all funds locally controlled benefiting Vernon residents, be adopted?
Yes
No

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF VERNON,

CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 2. Direct Arguments. That the City Council authorizes (i) the City Council or any member(s) of the City Council, (ii) any individual voter eligible to vote on the above measure, (iii) a bona fide association of such citizens or (iv) any combination of voters and associations, to file a written argument in favor of or against the City measure, accompanied by the printed name(s) and signature(s) of the author(s) submitting it, in accordance with Article 4, Chapter 3, Division 9 of the Elections Code of the State of California, and to change the argument until and including the date fixed below by the City Clerk, after which no arguments for or against the City measure may be submitted to the City Clerk.

The deadline to submit direct arguments for or against the City Measure pursuant to this Resolution is Monday, March 16, 2026. Each argument shall not exceed 300 words and shall be filed with the City Clerk, signed, and include the printed name(s) and signature(s) of the author(s) submitting it, or if submitted on behalf of an organization, the name of the organization, and the printed name and signature of at least one of its principal officers who is the author of the argument.

SECTION 3. Rebuttal Arguments. Pursuant to Section 9285 of the Elections Code of the State of California, when the City Clerk has selected the primary arguments .
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Item 12 Page 24 of 54
Resolution No. 2026-010

_______________________
for and against the City Measure which will be printed and distributed to the voters, the Clerk shall send copies of the primary argument in favor of the Measure to the authors of the primary argument against, and copies of the primary argument against to the authors of the primary argument in favor. The authors or persons designated by them may prepare and submit rebuttal arguments not exceeding 250 words. The rebuttal arguments shall be filed with the City Clerk not later than Tuesday, March 24, 2026.

Rebuttal arguments shall be printed in the same manner as the direct arguments. Each rebuttal argument shall immediately follow the direct argument which it seeks to rebut.

SECTION 4. June 2, 2026 Election. That the provisions of Sections 1 and 2 shall apply only to the election to be held on June 2, 2026, and shall then be repealed.

SECTION 5. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end, the provisions of this Resolution are declared to be severable.

SECTION 6. Certification. The City Clerk, or Deputy City Clerk, shall certify the passage and adoption of this resolution and enter it into the book of original resolutions.

APPROVED AND ADOPTED March 3, 2026.

LETICIA LOPEZ, Mayor
ATTEST:

GENOVEVA ROCHA, City Clerk
APPROVED AS TO FORM:

ZAYNAH MOUSSA-MILWARD,
City Attorney
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Item 12 Page 25 of 54
Resolution No. 2026-010

_______________________

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF VERNON )
I, Genoveva Rocha, City Clerk of the City of Vernon, California, do hereby certify that the whole number of the members of the City Council is five (5); that the above and foregoing Resolution was duly and regularly passed and adopted by the unanimous vote of all members at a Regular Meeting of the City Council of the City of Vernon on March 3, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
GENOVEVA ROCHA, City Clerk
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Item 12 Page 26 of 54
Potential Local Sales Tax Measure
March 3, 2026
March 3, 2026
Item 12
Staff Presentation
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Item 12 Page 27 of 54
In Vernon
The City can take action to preserve local
control over tax revenues by pursuing its
own ¼ cent (¼ %) sales tax measure which
would require City Council to:
• Declare a Fiscal Emergency by unanimous vote
• Call a Special Municipal Election for June 2,
2026
• By March 3, 2026 direct staff to place ¼ cent
sales tax measure on ballot for June 2nd
Statewide Election
Los Angeles County HalfCent Sales Tax Ballot
Measure for the June 2, 2026
Statewide Direct Primary
Election
• Asks voters to increase the
County sales tax by ½ cent
• Seeks legislative exemption
from current 2% cap on
county/local sales taxes,
preserving ¼ cent in sales-tax
capacity
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Item 12 Page 28 of 54
Considerations
Revenue
If approved by voters,
the ¼ cent would
generate approximately
$1.5 million annually for
the General Fund
• Preserves local
control over tax
revenues
• Initiates timely
revenue stabilization
Vernon Tax Rate
In Vernon, the current
cumulative sales tax rate
is 10.50%
• If the County’s ½
cent measure passes
and the exemption is
granted, the tax rate
will increase to 11%
• With the City’s ¼ cent
measure, taxes would
increase to 11.25%
Sunsetting Taxes
Vernon faces a structural
fiscal deficit beginning in
FY 2028-29 when two key
measures expire
• Utility Users Tax (UUT)
Expiration
• Public Safety Parcel
Tax Expiration
• Total loss of $16.3
million annually
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Item 12 Page 29 of 54
Fiscal Emergency Declaration
The City forecasts a significant and foreseeable structural fiscal deficit beginning in FY 2028-29 due to the scheduled expiration of its UUT and Public Safety Parcel Tax – two major recurring revenue sources
• The declaration of a Fiscal Emergency constitutes a Material Event under applicable continuing disclosure requirements
• Full disclosure is necessary to ensure transparency and to provide investors with comprehensive context regarding the
circumstances and rationale for the action
• Disclosure may prompt rating agencies to review the City’s ratings as part of ongoing review processes
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Item 12 Page 30 of 54
Q: What if the County tax measure prevails and the City does nothing in June? A: There is no legal precedent stating whether a city's tax or a county's tax receives open taxing authority if both measures are adopted at the same time. In 2024, a city and county approved tax measures at the same election that, combined, would exceed a statutory cap. The California Department of Tax and Fee Administration indicated that it could not choose between the two and that neither tax would go into effect. The Attorney General did not issue an opinion. The legislature then amended the relevant statute to create separate caps for the city and county which allowed both taxes to go into effect.

Q: What if the statutory cap is not raised and both County and City measures are approved – which tax prevails?
A: The County is seeking approval for a legislative exemption to have their ½ cent measure not count towards the statutory cap, and the County has indicated it will not pursue the ½ cent tax if the exemption is not granted (otherwise the County tax would absorb the remaining local sales tax capacity under the current cap).

If the exemption is approved and Vernon takes no action in June, Vernon’s ¼ cent remaining local sales tax capacity would be available until the City or another entity takes it.

Legal Q & A
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Item 12 Page 31 of 54
Option 1
Take No Action on Local Measure
and Oppose County Legislative
Efforts; or
City Council shall
determine a position on
¼ cent local tax
increase and provide
direction to staff at its
March 3rd meeting
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Item 12 Page 32 of 54
Option 2
Proceed with Special Municipal Election
• Adopt Resolution Declaring Fiscal Emergency and Calling for the Placement of a Sales Tax Ballot Measure
 City’s proposed ¼ sales tax measure aligns with the LA County measure which cites a sunset after 5 years (unless otherwise directed by City Council) • Adopt Resolution Requesting Consolidation of a Special Municipal Election  A consolidated election will see the County canvass votes, and will require 30 days to certify election results
 Vernon voters will have the option to either vote at a County designated voting center or to vote by mail
 If not registered to vote at the time of June 2nd election, a Vernon resident will be able to register to vote that same day
• Direct Preparation of Impartial Analysis
• Adopt Resolution Setting Argument and Rebuttal Rules and Deadlines .
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Item 12 Page 33 of 54
Timeline for Special Municipal Election
Consolidated
Statewide
Primary
Election and
Special
Municipal
Election
Rebuttals
Due
Impartial
Analysis and
Arguments
Due
March 16th
Filing with the
County the
Resolution
Calling a
Special
Municipal
Election
March 6th
City Council
Calls
Consolidated
Special
Municipal
Election
March 3rd March 24th June 2nd
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Item 12 Page 34 of 54
City Council Agenda Report
Meeting Date: March 3, 2026
From: Daniel S. Wall, P.E., Director of Public Works-City Engineer Department: Public Works
Submitted by: Rosemary Lozada, Management Analyst
Subject
2025 California Building Standards Code Adoption
Recommendation
A. Introduce and conduct first reading of Ordinance No. 1310 Adopting the 2025 California Building Standards Code; and
B. Direct staff to schedule second reading and adoption for the March 17, 2026 City Council meeting.

Background
Every three years, the California Department of General Services' Building Code Standards Commission reviews, revises and adopts building and construction codes. In previous triennial cycles, the City has made amendments to the state adopted codes and submitted those amendments to the state along with justification for those amendments. In the past, these amendments served to provide our businesses with a competitive advantage, but this is no longer the case. Recently, the state adopted building codes are the comprehensive standard used by the design and construction community and relied upon by the insurance industry to minimize the loss of life and property.

The Insurance Services Office (ISO) classifies fire departments and municipal building departments. These ratings are used by insurers to establish rates. Vernon is protected by a Class 2 Fire Department and a Class 3 Building Department. One of the areas the Building Department can improve in its quest to be rated Class 1 is by adopting State building codes without amendment.

Accordingly, Ordinance No. 1310 amends Title 15 (Building and Construction) to adopt State codes without amendment. Pursuant to California Government Code Section 50022.3, after the first reading of this ordinance the Council should direct staff to schedule a public hearing for second reading and adoption of the ordinance.

Fiscal Impact
There is no fiscal impact associated with this report.

Attachments

1. Ordinance No. 1310
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Item 13 Page 1 of 62
ORDINANCE NO. 1310

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VERNON, AMENDING CERTAIN SECTIONS OF TITLE 15 (BUILDING AND

CONSTRUCTION) OF THE VERNON MUNICIPAL CODE, TO ADOPT
THE 2025 CALIFORNIA BUILDING STANDARDS CODE
SECTION 1. Recitals.

A. The City of Vernon (City) is a municipal corporation and a charted city of the State of California organized and existing under its charter and the Constitution of the State of California.

B. Vernon Municipal Code (VMC) Title 15 – Building and Construction establishes regulations and provisions in the City and designates, regulates and restricts various matters of development.

C. The City desires to amend certain sections of Title 15 of the VMC to adopt the 2025 California Building Standards.

D. A public hearing will be held for the second reading and adoption of this ordinance.

THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS:

SECTION 2. The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct and are a substantial part of this ordinance.

SECTION 3. This ordinance was assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. The City Council finds that the proposed action is exempt from California Environmental Quality Act (CEQA) review, because it is general policy and procedure-making activity that is unrelated to any specific project, which must undergo separate CEQA review, and that will not result in direct physical changes or reasonably foreseeable indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines Section 15378.

SECTION 4. Vernon Municipal Code Section 15.08.010 of Chapter 15.08 is hereby amended to read as follows with amendments denoted in underline and deletions by strikethrough:

Chapter 15.08 BUILDING CODE

15.08.010 20222025 California Building Code adopted.

The City of Vernon hereby adopts by reference the 20222025 California Building Code .
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Item 13 Page 2 of 62
Ordinance No. 1310

as published by the California Building Standards Commission, California Code of Regulations, Title 24, Part 2, Volumes 1 and 2, and Appendices C, F, H, I and J, and all standards contained therein, including all applicable tables, indices, addenda and footnotes. Except as otherwise provided herein, or as later amended, said California Building Code is hereby referred to and by such reference is incorporated herein as if fully set forth and is hereby adopted as the Building Code of the City of Vernon.

SECTION 5. Vernon Municipal Code Section 15.12.010 of Chapter 15.12 is hereby amended to read as follows with amendments denoted in underline and deletions by strikethrough:

Chapter 15.12 ELECTRICAL CODE

15.12.010 20222025 California Electrical Code adopted.

The City of Vernon adopts by reference the 20222025 California Electrical Code as published by the California Building Standards Commission, California Code of Regulations, Title 24, Part 3, including all of its tables, indices, appendices, addenda and footnotes. Except as otherwise provided herein, or as later amended, said California Electrical Code is hereby referred to and by such reference is incorporated herein as if fully set forth and is hereby adopted as the Electrical Code of the City of Vernon.

SECTION 6. Vernon Municipal Code Section 15.16.010 of Chapter 15.16 is hereby amended to read as follows with amendments denoted in underline and deletions by strikethrough:

Chapter 15.16 MECHANICAL CODE

15.16.010 20222025 California Mechanical Code adopted.

The City of Vernon adopts by reference the 20222025 California Mechanical Code, as published by the California Building Standards Commission, California Code of Regulations, Title 24, Part 4, including all of its tables, indices, appendices, addenda and footnotes. Except as otherwise provided herein, or as later amended, said California Mechanical Code is hereby referred to and by such reference is incorporated herein as if fully set forth.

SECTION 7. Vernon Municipal Code Section 15.20.010 of Chapter 15.20 is hereby amended to read as follows with amendments denoted in underline and deletions by strikethrough:

Chapter 15.20 PLUMBING CODE

15.20.010 20222025 California Plumbing Code adopted.
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Item 13 Page 3 of 62
Ordinance No. 1310

The City of Vernon adopts by reference the 20222025 California Plumbing Code, as published by the California Building Standards Commission, California Code of Regulations, Title 24, Part 5, including all of its tables, indices, appendices, addenda and footnotes. Except as otherwise provided herein, or as later amended, said California Plumbing Code is hereby referred to and by such reference is incorporated herein as if fully set forth.

SECTION 8. Vernon Municipal Code Sections 15.28.010 and 15.28.040 of Chapter 15.28 are hereby amended to read as follows with amendments denoted in underline and deletions by strikethrough:

Chapter 15.28 EXISTING BUILDING CODE

15.28.010 20222025 California Existing Building Code adopted.

The City of Vernon adopts by reference the 20222025 California Existing Building Code, as published by the California Building Standards Commission, California Code of Regulations, Title 24, Part 10, including the tables, indices, appendices, addenda and footnotes contained therein as the seismic strengthening provisions for unreinforced masonry bearing wall buildings for the City of Vernon. Except as otherwise provided herein, or as later amended, said California Existing Building Code is hereby referred to and by such reference is incorporated herein as if fully set forth.

15.28.040 Chapter A2 of the 20212024 International Existing Building Code adopted.

Chapter A2 of the 20212024 International Existing Building Code, published by the International Code Council, Inc., is hereby adopted as the minimum standard for seismic strengthening of tilt-up concrete wall buildings. This standard is established as a minimum guideline for those property owners voluntarily selecting to retrofit their structures and shall not be construed as the City of Vernon mandated program. Except as otherwise provided herein, or as later amended, said 20212024 International Existing Building Code is hereby referred to and by such reference is incorporated herein as if fully set forth.

SECTION 9. Vernon Municipal Code Section 15.32.010 of Chapter 15.32 is hereby amended to read as follows with amendments denoted in underline and deletions by strikethrough:

Chapter 15.32 RESIDENTIAL CODE

15.32.010 20222025 California Residential Code adopted.

The City of Vernon adopts by reference the 20222025 California Residential Code and Appendix V thereof, as published by the California Building Standards Commission, California Code of Regulations, Title 24, Part 2.5, including Appendix Chapters H, J, T, V, and all tables, indices, addenda and footnotes. Except as otherwise provided herein, .
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Item 13 Page 4 of 62
Ordinance No. 1310

or as later amended, said California Residential Code is hereby referred to and by such reference is incorporated herein as if fully set forth.

SECTION 10. Vernon Municipal Code Section 15.36.010 of Chapter 15.36 is hereby amended to read as follows with amendments denoted in underline and deletions by strikethrough:

Chapter 15.36 GREEN BUILDING STANDARDS CODE

15.36.010 20222025 Green Building Standards Code adopted.

The City of Vernon adopts by reference the 20222025 California Green Building Standards Code, also known as CALGreen Code, as published by the California Building Standards Commission, California Code of Regulations, Title 24, Part 11, including applicable tables, indices, appendices, addenda and footnotes. Except as otherwise provided herein, or as later amended, said California Green Building Standards Code is hereby referred to and by such reference is incorporated herein as if fully set forth and is hereby adopted by reference as the Green Building Standards Code of the City of Vernon.

SECTION 11. Vernon Municipal Code Section 15.40.010 of Chapter 15.40 is hereby amended to read as follows with amendments denoted in underline and deletions by strikethrough:

Chapter 15.40 ENERGY CODE

15.40.010 20222025 California Energy Code adopted.

The City of Vernon adopts by reference the 20222025 California Energy Code, as published by the California Building Standards Commission, California Code of Regulations, Title 24, Part 6, including all of its tables, indices, appendices, addenda and footnotes subject, however, to the amendments, additions and deletions set forth in this chapter. Except as otherwise provided herein, or as later amended, said California Energy Code is hereby referred to and by such reference is incorporated herein as if fully set forth as the Energy Code of the City of Vernon.

SECTION 12. Vernon Municipal Code Section 15.42.010 of Chapter 15.42 is hereby amended to read as follows with amendments denoted in underline and deletions by strikethrough:

Chapter 15.42 REFERENCED STANDARDS

15.42.010 20222025 California Referenced Standards adopted.

The City of Vernon adopts by reference the 20222025 California Referenced Standards Code, as published by the California Building Standards Commission, California Code of Regulations, Title 24, Part 12, including all of its tables, indices, appendices, addenda .
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Item 13 Page 5 of 62
Ordinance No. 1310

and footnotes subject, however, to the amendments, additions and deletions set forth in this chapter. Except as otherwise provided herein, or as later amended, said California Referenced Standards are hereby referred to and by such reference are incorporated herein as if fully set forth as the Referenced Standards of the City of Vernon.

SECTION 13. Vernon Municipal Code Section 15.56.060 of Chapter 15.56 is hereby amended to read as follows with amendments denoted in underline and deletions by strikethrough:

Chapter 15.56 REPAIR AND CONSTRUCTION OF DAMAGED STRUCTURES

15.56.060 20212024 Edition of the International Existing Building Code adopted, repair criteria.

The 20212024 Edition of the International Existing Building Code, published by the International Code Council, Inc., subject however, to the amendments, additions and deletions set forth in this chapter, is hereby adopted by reference as the repair criteria of the City of Vernon relating to disaster repair and reconstruction.

SECTION 14. Any provision of the Vernon Municipal Code or appendices thereto inconsistent with the provisions of this ordinance, to the extent of such inconsistencies and no further, is repealed or modified to that extent necessary to affect the provisions of this ordinance.

SECTION 15. If any section, subsection, paragraph, sentence, clause, phrase, or portion thereof, of this ordinance is declared by a court of competent jurisdiction to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council declares that it would have adopted this ordinance, and each section, subsection, paragraph, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, paragraphs, sentences, clauses, phrases, or portions thereof, be declared invalid or unconstitutional. To this end, the provisions of this ordinance are declared to be severable.

SECTION 16. The City Clerk, or Deputy City Clerk, shall certify the adoption and publish this ordinance as required by law.
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Item 13 Page 6 of 62
Ordinance No. 1310

SECTION 17. This ordinance shall become effective after the thirtieth day following its adoption.

APPROVED AND ADOPTED MARCH 17, 2026.

LETICIA LOPEZ, Mayor
ATTEST:

GENOVEVA ROCHA, City Clerk
APPROVED AS TO FORM:

ZAYNAH MOUSSA-MILWARD,
City Attorney
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Item 13 Page 7 of 62
Ordinance No. 1310

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF VERNON )
I do hereby certify that the attached is a true copy of Ordinance No. 1310 that was introduced by the City Council of the City of Vernon, California, at its Regular meeting of March 3, 2026, and adopted at its Regular Meeting of [Month Day, Year] by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
GENOVEVA ROCHA, City Clerk
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Item 13 Page 8 of 62
City Council Agenda Report
Meeting Date: March 3, 2026
From: Todd Dusenberry, General Manager of Public Utilities Department: Public Utilities
Submitted by: Adriana Ramos, Principal Management Analyst Subject
Clean Energy Savings Plan for Renewable Energy and Supporting Agreements Recommendation
A. Find that the proposed action is exempt from the California Environmental Quality Act (CEQA), in accordance with CEQA Guidelines Section 15061(B)(3), the general rule that CEQA only applies to projects that may have a significant effect on the environment; and B. Adopt Resolution No. 2026-006 approving and authorizing the City Administrator to (a) execute and deliver those interrelated agreements (Prepay Agreements) to which the City is a party for participation in a clean energy savings renewable energy transaction, in substantially the same form as submitted, with such changes as the City Administrator deems necessary or advisable in furtherance of the purposes of this resolution; (b) execute and deliver any related documents, such as amendments of any of the Prepay Agreements or any agreements necessary to carry out the transactions contemplated by the Prepay Agreements; and (c) take such actions as are necessary or advisable to implement and administer the Prepay Agreements.

The Prepay Agreements include:

1. A Limited Assignment Agreement (Antelope DSR—Vernon) (the Antelope DSR LAA) among Antelope DSR 1, LLC (Antelope DSR), the Southern California Public Power Authority (SCPPA) and J. Aron & Company (J. Aron), providing for SCPPA to assign certain of its rights and obligations to receive and pay for renewable energy and associated resources under the Power Purchase Agreement, dated as of July 16, 2015 (the Antelope DSR PPA), between Antelope DSR and SCPPA, which rights and obligations relate to the Power Sales Agreement, dated as of July 16, 2015, between SCPPA and the City;

2. A Limited Assignment Agreement (Astoria—Vernon) (the Astoria LAA) among Re Astoria 2 Solar LLC (Astoria), SCPPA and J. Aron, providing for SCPPA to assign certain of its rights and obligations to receive and pay for renewable energy and associated resources under the Power Purchase and Sale Agreement, dated as of July 23, 2014 (the Astoria PPA), among Astoria, SCPPA, Power and Water Resources Pooling Authority, City of Lodi, City of Corona, City of Moreno Valley and City of Rancho Cucamonga, which rights and obligations relate to the Power Sales Agreement, dated as of July 23, 2014, between SCPPA and the City;

3. A Limited Assignment Agreement (Daggett—Vernon) (the Daggett Solar LAA) among Daggett Solar Power 2 LLC (Daggett Solar), SCPPA and J. Aron, providing for SCPPA to assign certain of its rights and obligations to receive and pay for renewable energy and associated resources under the Power Purchase Agreement, dated as of June 24, 2022 (the Daggett Solar PPA), between Daggett Solar and SCPPA, which rights and obligations relate to the Power Sales Agreement, dated as of June 24, 2022, between SCPPA and the City;

4. A Limited Assignment Agreement (Desert Harvest—Vernon) (the Desert Harvest LAA) among Desert Harvest II LLC (Desert Harvest), SCPPA and J. Aron, providing for SCPPA to assign certain of its rights and obligations to receive and pay for renewable energy and associated resources under the Power Purchase Agreement, dated as of December 21, 2017 (Desert Harvest PPA), between Desert Harvest and SCPPA, which rights and obligations relate to the Power Sales Agreement, dated as of December 21, 2017, between SCPPA and the City;

5. A Limited Assignment Agreement (BP Energy—Vernon/SCPPA) (the BP Energy— Vernon/SCPPA LAA) between the City and SCPPA, assigning to SCPPA certain of the City’s .
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Item 14 Page 1 of 297
rights and obligations to receive and pay for renewable energy credits under the City’s Confirmation Letter outlining the general terms and conditions of the agreement between the City and BP Energy Company (BP Energy), whose terms are subject to the WSPP Agreement dated October 21, 2024, as amended from time to time (collectively, the BP Energy PPA);

6. A Limited Assignment Agreement (BP Energy—SCPPA/J. Aron) (the BP Energy—SCPPA/J.

Aron LAA) and together with the BP Energy—Vernon/SCPPA LAA, the BP Energy LAA), among SCPPA, J. Aron, and the City, assigning to J. Aron certain of SCPPA’s rights and obligations to receive and pay for renewable energy credits under the BP Energy PPA;

7. A Clean Energy Purchase Contract (CEPC) with SCPPA by which SCPPA will sell to VPU at discounted prices the prepaid renewable energy and associated resources generated by the assigned Antelope DSR PPA, Astoria PPA, Daggett Solar PPA, Desert Harvest PPA, BP Energy PPA (together, the PPAs) for a term of up to 30 years;

8. A Custodial Agreement with J. Aron and U.S. Bank Trust Company, National Association, or selected financial institution as selected by J. Aron, as custodian, for a term equal to the CEPC’s term, to establish bank accounts for and administer payments to Antelope DSR, Astoria, Daggett Solar, Desert Harvest and BP Energy in satisfaction of performance under their respective PPAs;

9. A Project Coordination and Governance Agreement with SCPPA and the three other participating SCPPA members (Burbank, Colton, and Pasadena) by which SCPPA will administer this project and allocate administrative direct costs associated with the transaction to all SCPPA project participants, including Vernon Public Utilities (VPU); and

10. A Letter Agreement with SCPPA for a term equal to the terms of the Antelope DSR LAA, the Astoria LAA, the Daggett Solar LAA, the Desert Harvest LAA, and the BP Energy LAA (together, the “LAAs”), providing that the parties may terminate the LAAs only upon certain specified events, such as termination or suspension of performance under the assigned PPAs or suspension or termination of performance under the Clean Energy Purchase Contract.

Background
Vernon Public Utilities (VPU) continues to progress toward meeting the Senate Bill 100 (SB 100) goal of sourcing 100% carbon-free resources by 2045, while increasing renewable power supplies in a cost-effective manner. VPU proposes to assign existing renewable resources to the Southern California Public Power Authority (SCPPA) for the purpose of leveraging its tax-exempt status to achieve cost savings of approximately $2 million per year. SCPPA is a twelve-member Joint Powers Authority (JPA) comprised of eleven municipal utilities and one irrigation district and has previously undertaken similar financings for renewable power resources.

To achieve the anticipated savings, SCPPA proposes to issue Clean Energy Project Revenue Bonds as the tax-exempt financing mechanism, as permitted by the Internal Revenue Service (IRS), to finance a one-time prepayment to an affiliate of J. Aron. Under the Clean Energy Savings Plan, VPU will assign renewable energy products to SCPPA, and SCPPA will, in turn, assign the renewable energy products (including those assigned by VPU, as well as renewable energy products under its own direct PPAs) to J. Aron. VPU will agree to purchase back the renewable energy products from SCPPA pursuant to a Clean Energy Purchase Contract (CEPC) at a discounted price per megawatt-hour (MWh) relative to the prices under the existing PPAs.

Risk mitigation terms have been fully reviewed through the City Attorney’s Office, VPU’s outside law firm, which has extensive experience in these transactions, VPU staff, SCPPA’s external advisors and legal counsel, and incorporated into the prepay energy transaction documents to protect VPU’s customers. If an adverse event occurs, such as a counterparty’s bankruptcy, the existing PPAs and all their respective terms would revert back to VPU.

February 17, 2026 Council Discussion
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Item 14 Page 2 of 297
Participation in the Clean Energy Savings Plan was presented to City Council for approval at their meeting on February 17, 2026 (Attachment 2). The discussion before Council provided an overview of the Clean Energy Savings Plan, the differences between it and the 2006 natural gas prepay transaction, and Vernon’s ability to opt out if the discount available in a future bond reset period is less than an established minimum discount. Ultimately, City Council tabled the item for further discussion at the March 3, 2026. The following summarizes the discussions before the City Council on February 17, 2026, regarding the Clean Energy Savings Plan, and identifies the “worst case outcome” from that program.

Overview
The Clean Energy Savings Plan uses Vernon and SCPPA’s tax-exempt status to create a discount on Vernon’s existing clean energy purchase agreements. The structure provides a discount by having SCPPA issue bonds to fund energy generated by renewable energy projects and agreements during the 30-year term of the Clean Energy Savings Plan. The tax-exempt bonds create a discount on Vernon’s energy purchases under its existing agreements. The right to purchase renewable energy products under the existing agreements are assigned to J Aron & Company, LLC, which will supply the energy to its subsidiary, J Aron Energy Prepay 51, LLC, under an Electricity Purchase Sale & Service Agreement, which will sell the energy to SCPPA under a Master Power Supply Agreement. SCPPA will then sell the energy products to Vernon under the Clean Energy Purchase Contract. The PPA seller will continue to receive the original full PPA price, with Vernon paying the discounted price (e.g., 95%), and the bonds funding the balance of the PPA price (e.g., 5%) to the PPA seller.

Vernon currently procures energy from four renewable projects: Antelope, Astoria, Daggett, and Desert Harvest. In each case, SCPPA serves as the purchaser from the project owner, and Vernon purchases the renewable energy products from SCPPA. Vernon has negotiated one direct renewable energy product purchase agreement with BP Energy. The right to purchase energy under all five of those agreements will be assigned to J Aron, so Vernon can receive a discount on the purchase price.

Differences from the 2006 transaction
In the 2006 natural gas prepay transaction, Vernon issued bonds to fund a prepayment for a long-term natural gas supply agreement. To comply with tax laws, Vernon was required to continue purchasing the prepaid quantity of natural gas and using it to serve Vernon municipal utility retail customers during the full term of the bonds. Problems arose when Vernon sold its natural gas–fired electric generation plant after the prepay was executed, which substantially reduced Vernon’s natural gas load because the plant was sold to a private entity. Despite the reduced load, Vernon remained responsible for the debt service obligations and was required to secure an alternative “qualifying use” as required by IRS regulations (i.e., a municipal utility).

Vernon satisfied this requirement by selling the gas to Sacramento Municipal Utility District (SMUD), another municipal utility.

There are three primary differences between the 2006 prepay transaction and the 2026 Clean Energy Savings Plan. First, SCPPA is issuing bonds to fund the prepay, not Vernon. Vernon has no obligation under the bonds. Second, the Clean Energy Savings Plan uses Vernon’s existing renewable energy products rather than creating new purchase obligations. Vernon’s existing agreements are aligned with Vernon’s SB 100 requirements. Lastly, if Vernon experiences a permanent reduction in electric load, the Clean Energy Savings Plan includes a mechanism to reduce Vernon’s purchase obligations to reflect its lower load.

Opt-Out of Discount Program
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The discount Vernon receives at the beginning of the transaction will continue through the first bond reset period (likely 10 years). The Clean Energy Savings Plan documents will set a minimum savings threshold for future bond reset periods (e.g., 5%). If savings in any future bond reset period fall below the minimum savings threshold, Vernon has the option of accepting the lower discount or Vernon can make a remarketing election, in which case the Prepay Supplier remarkets Vernon energy entitlement under the Program, Vernon’s Limited Assignment Agreements would terminate, and Vernon’s PPAs will revert to their original contractual relationships, with Vernon receiving the energy from SCPPA or the PPA seller at the original undiscounted contract price.

Thirty (30) Year Term and Potential for Early Termination The 2026 Clean Energy Savings Plan transaction is structured to ensure that Vernon is in no worse risk position than it is today if the transaction terminates early for any reason. The Clean Energy Savings Plan has a 30-year term. The City is committed to the full 30-year term but can opt out during each bond reset period (every 10 years) if the Plan does not provide the minimum guaranteed discount. The entire Plan can be terminated if a majority of participants opt out during a reset period. If the transaction terminates, then the Limited Assignment Agreements (LAAs) will terminate, and Vernon’s PPAs will revert to their original contractual relationships. There will be no adjustment to the price of the PPAs from what was previously negotiated and approved by the City Council. Vernon returns to the same financial, risk, and contractual position that it is in today. However, with the termination of the Clean Energy Savings Plan, Vernon would lose its expected savings because it would revert to paying the originally agreed full contract price.

Next Steps
If Council approves the City’s participation in the Clean Energy Savings Plan, VPU will continue to work with the City Attorney’s Office and outside legal counsel to finalize the necessary contracts and agreements. VPU anticipates the SCPPA Board will take up the item for approval at their March 19, 2026 meeting.

Fiscal Impact
The savings is estimated at $2 million per year. Savings will be used to offset expenses in the Electric Fund, Resource Management, Renewable Energy Credit, Account Number 055-050- 590-520154 for the current fiscal year and subsequent years.

Attachments

1. Resolution No. 2026-06

2. Agenda Report - February 17, 2026
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RESOLUTION NO. 2026-006

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON (I)

APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF (A) A CLEAN ENERGY PURCHASE CONTRACT FOR PREPAID

RENEWABLE ENERGY AND (B) SUPPORTING AGREEMENTS,

CONSISTING OF SIX LIMITED ASSIGNMENTS OF EXISTING

RENEWABLE POWER PURCHASE AGREEMENTS, A CUSTODIAL

AGREEMENT, A PROJECT COORDINATION AND GOVERNANCE
AGREEMENT, AND A LETTER AGREEMENT; AND (II) AUTHORIZING THE CITY OF VERNON’S PARTICIPATION IN THE TRANSACTIONS

CONTEMPLATED BY THE FOREGOING AGREEMENTS
SECTION 1. Recitals.

A. The City of Vernon (City) is a chartered municipal corporation of the State of California that owns and operates a system for the generation, purchase, transmission, distribution, and sale of electric capacity and energy.

B. The City has participated with other members of the Southern California Public Power Authority (SCPPA) in examining alternative means by which to finance the purchase of critically necessary renewable energy for compliance with the State’s renewable energy requirements and to fulfill the City’s electric generation responsibilities to its customers.

C. The City has examined and considered the advantages of utilizing a prepayment structure through SCPPA for the financing of renewable energy.

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

E. In connection with such financing, the City intends to have SCPPA assign to J.

Aron certain rights and obligations, including the right and obligation to purchase renewable energy, outlined in certain of its Power Purchase Agreements involving the City pursuant to Power Sales Agreements between SCPPA and the City. These SCPPA Power Purchase Agreements include the following: the Power Purchase Agreement (Antelope DSR PPA) with Antelope DSR 1, LLC (Antelope DSR); the Power Purchase and Sale Agreement (Astoria PPA) with Re Astoria 2 Solar LLC (Astoria); the Power Purchase Agreement (Daggett Solar PPA) with Daggett Solar Power 2 LLC (Daggett Solar); and the Power Purchase Agreement (Desert Harvest PPA) with Desert Harvest II LLC (Desert Harvest). In addition, in connection with such financing, the City intends to assign to SCPPA certain rights and obligations, including the right and obligation to purchase renewable energy, outlined in the Confirmation Letter (BP Energy PPA) between the City and BP Energy Company (BP Energy), and have SCPPA in turn assign .
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such rights and obligations to J. Aron. The Antelope DSR PPA, the Astoria PPA, the Daggett Solar PPA, the Desert Harvest PPA and the BP Energy PPA are collectively referred to as the assigned PPAs.

F. A Clean Energy Purchase Contract (CPEC) between the City and SCPPA will provide for terms under which the City will pay for and be entitled to the energy provided by SCPPA relating to the assigned PPAs.

G. The City desires to participate in the proposed renewable energy prepayment financing structure to finance the purchase of clean renewable energy, comply with the State renewable energy requirements, and fulfill its responsibilities to provide reliable electric energy and competitive rates to its customers, and desires to enter into the Prepayment Agreements (as defined below).

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS:

SECTION 2. The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct.

SECTION 3. The City Council of the City of Vernon hereby finds that this action is a purely administrative and financial transaction that would not cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, and therefore is not a “project” as defined in Section 21065 of the California Environmental Quality Act (CEQA) Guidelines and such activity is not subject to CEQA under Section 15060(c)(2) and (c)(3) and Section 15378.

SECTION 4. The City Council of the City of Vernon hereby approves, in substantially the same form, the following ten agreements (collectively, the Prepay Agreements), each of which are on file with the City Clerk:

1. A Limited Assignment Agreement (Antelope DSR—Vernon) (Antelope DSR LAA) among Antelope DSR, SCPPA, and J. Aron, providing for SCPPA to assign certain of its rights and obligations to receive and pay for renewable energy and associated resources under the Antelope DSR PPA, which is attached hereto as Exhibit A.

2. A Limited Assignment Agreement (Astoria—Vernon) (Astoria LAA) among Astoria, SCPPA, and J. Aron, providing for SCPPA to assign certain of its rights and obligations to receive and pay for renewable energy and associated resources under the Astoria PPA, which is attached hereto as Exhibit B.

3. A Limited Assignment Agreement (Daggett—Vernon) (Daggett Solar .
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LAA) among Daggett Solar, SCPPA, and J. Aron, providing for SCPPA to assign certain of its rights and obligations to receive and pay for renewable energy and associated resources under the Daggett Solar PPA, which is attached hereto as Exhibit C.

4. A Limited Assignment Agreement (Desert Harvest) (Desert Harvest LAA) among Desert Harvest, SCPPA, and J. Aron, providing for SCPPA to assign certain of its rights and obligations to receive and pay for renewable energy and associated resources under the Desert Harvest PPA, which is attached hereto as Exhibit D.

5. A Limited Assignment Agreement (BP Energy—Vernon/SCPPA) (BP Energy—Vernon/SCPPA LAA) among BP Energy, the City, and SCPPA, assigning to SCPPA certain of the City's rights and obligations to receive and pay for renewable energy and associated resources under the BP Energy PPA, which is attached hereto as Exhibit E.

6. A Limited Assignment Agreement (BP Energy—SCPPA/J. Aron) (BP Energy—SCPPA/J. Aron LAA) among BP Energy, SCPPA, and J.

Aron, assigning to J. Aron certain of SCPPA’s rights and obligations to receive and pay for renewable energy credits under the BP Energy PPA, which is attached hereto as Exhibit F.

7. A Clean Energy Purchase Contract with SCPPA by which SCPPA will sell to the City at discounted prices the prepaid renewable energy and associated resources generated by the assigned PPAs, which is attached hereto as Exhibit G.

8. A Custodial Agreement with J. Aron and U.S. Bank Trust Company, National Association, or selected financial institution as selected by J.

Aron, as custodian, for a term equal to the CEPC’s term, to establish bank accounts for and administer payments to Antelope DSR, Astoria, Daggett Solar, Desert Harvest, and BP Energy in satisfaction of performance under their respective PPAs, which is attached hereto as Exhibit H.

9. A Project Coordination and Governance Agreement with SCPPA and three other participating SCPPA members (Burbank, Colton, and Pasadena) by which SCPPA will administer this project and allocate administrative direct costs associated with the transaction to all SCPPA project participants, including Vernon Public Utilities, which is attached hereto as Exhibit I.

10.A Letter Agreement with SCPPA for a term equal to the terms of the .
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Antelope DSR LAA, the Astoria LAA, the Daggett Solar LAA, the Desert Harvest LAA, and the BP Energy LAA (together, the “LAAs”), providing that the parties may terminate the LAAs only upon certain specified events, such as termination or suspension of performance under the assigned PPAs or suspension or termination of performance under the Clean Energy Purchase Contract, which is attached hereto as Exhibit J.

SECTION 5. The City Council of the City of Vernon hereby authorizes the City Administrator to (a) execute and deliver the Prepay Agreements to which the City is a party in substantially the forms presented to City Council, with such changes as the City Administrator deems necessary or advisable in furtherance of the purposes of this resolution; (b) execute and deliver any related documents, such as amendments of any of the Prepay Agreements or any agreements necessary to carry out the transactions contemplated by the Prepay Agreements; and (c) take such actions as are necessary or advisable to implement and administer the Prepay Agreements.

SECTION 6. All resolutions or parts of resolutions, not consistent with or in conflict with this resolution, are hereby repealed.

SECTION 7. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end, the provisions of this Resolution are declared to be severable.

SECTION 8. The City Clerk, or Deputy City Clerk, shall certify the passage and adoption of this resolution and enter it into the book of original resolutions.

APPROVED AND ADOPTED March 3, 2026.
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LETICIA LOPEZ, Mayor
ATTEST:

GENOVEVA ROCHA, City Clerk
APPROVED AS TO FORM:

ZAYNAH MOUSSA-MILWARD,
City Attorney
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CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.

CITY OF VERNON )
I do hereby certify that the attached is a true copy of Resolution No. 2026-006 that was passed and adopted at the Regular Meeting held on March 3, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
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GENOVEVA ROCHA, City Clerk
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LIMITED ASSIGNMENT AGREEMENT
(ANTELOPE DSR—VERNON)
This Limited Assignment Agreement (Antelope DSR—Vernon) (this “Assignment Agreement” or “Agreement”) is entered into as of [⚫], 2025 by and among Antelope DSR 1, LLC, a Delaware limited liability company (“PPA Seller”), Southern California Public Power Authority, a joint powers agency and a public entity organized under the laws of the State of California and created under the provisions of the Act and the Joint Powers Agreement (“PPA Buyer”), and J. Aron & Company LLC, a New York limited liability company (“J. Aron”), and relates to that certain power purchase agreement (the “PPA”) between PPA Buyer and PPA Seller as described on Appendix 1. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Agreement have the meanings set forth in the PPA.

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

1. Limited Assignment and Delegation.
(a) PPA Buyer hereby assigns, transfers and conveys to J. Aron all right, title and interest in and to the rights of PPA Buyer under the PPA to receive delivery of the products described on Appendix 1 (the “Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights may be limited or further described in the “Further Information” section on Appendix 1 (the “Assigned Product Rights”). All Assigned Products shall be delivered pursuant to the terms and conditions of this Agreement during the Assignment Period as provided in Appendix 1. All other rights of PPA Buyer under the PPA are expressly reserved for PPA Buyer.
(b) PPA Buyer hereby delegates to J. Aron the obligation to pay the APC Contract Price for all Assigned Products that are actually delivered to J. Aron pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered Product Payment Obligation” and together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”); provided that (i) all other obligations of PPA Buyer under the PPA are expressly retained by PPA Buyer and PPA Buyer shall be solely responsible for any amounts due to PPA Seller that are not directly related to Assigned Products; and (ii) the Parties acknowledge and agree that PPA Seller will only be obligated to deliver a single consolidated invoice to PPA Buyer during the Assignment Period (with a copy to J. Aron consistent with Section 1(d) hereof). To the extent J. Aron fails to pay the Delivered Product Payment Obligation by the due date for payment set forth in the PPA, notwithstanding anything in this Agreement to the contrary, PPA Buyer agrees that it shall remain responsible for such payment and that it will be an event of Default pursuant to Section 13.1(a) of the PPA if PPA Buyer does not make such payment within thirty (30) days of receiving notice of such non-payment from PPA Seller. (c) J. Aron hereby accepts and PPA Seller hereby consents and agrees to the assignment, transfer, conveyance and delegation described in clauses (a) and (b) above. J. Aron

EXHIBIT A
Resolution No. 2026-006

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hereby agrees to perform any such Assigned Rights and Obligations due from it during the Assignment Period to the extent expressly set forth in this Agreement. (d) All scheduling of Assigned Products and other communications related to the PPA shall take place between PPA Buyer and PPA Seller pursuant to the terms of the PPA; provided that during the Assignment Period (i) title to Assigned Products will pass from PPA Seller to J. Aron upon delivery by PPA Seller of Assigned Product in accordance with the PPA; (ii) PPA Buyer and its designee as Scheduling Coordinator under the PPA are each hereby authorized by J. Aron to and shall act as J. Aron’s agent with respect to scheduling Assigned Products; (iii) PPA Buyer will provide copies to J. Aron of any Force Majeure Notice or notice of Default or default, breach or other occurrence that, if not cured within the applicable grace period, could result in an Default contemporaneously upon delivery thereof to PPA Seller and promptly after receipt thereof from PPA Seller; (iv) PPA Seller will provide copies to J. Aron of the forecasts provided pursuant to Section 7.3 of the PPA; (v) PPA Seller will provide copies to J. Aron of all invoices and supporting data provided to PPA Buyer pursuant to Section 11.2(a) of the PPA, provided that any payment adjustments or subsequent reconciliations to any invoice, including pursuant to Section 11.3 of the PPA, will be resolved solely between PPA Buyer and PPA Seller and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to J. Aron; and (vi) PPA Buyer and PPA Seller, as applicable, will provide copies to J. Aron of any other information reasonably requested by J. Aron relating to Assigned Products. Notwithstanding any other provision of this Assignment Agreement, and solely as between PPA Buyer and J.Aron, PPA Buyer shall be entitled to retain for its own account all amounts payable by CAISO associated with the delivery of the Assigned Products to CAISO. Nothing in this Agreement modifies or amends any rights or obligations of PPA Buyer and PPA Seller under the PPA with respect to CAISO revenues and costs.
(e) PPA Seller acknowledges that (i) J. Aron intends to immediately transfer title to any Assigned Products received from PPA Seller through one or more intermediaries such that all Assigned Products will be ultimately delivered to the City of Vernon, and (ii) in the event that the City of Vernon fails to pay the relevant intermediary entity for any such Assigned Products, the receivables owed by the City of Vernon for such Assigned Products (“City of Vernon Receivables”) may be transferred to J. Aron. To the extent any such City of Vernon Receivables are transferred to J. Aron, J. Aron may transfer such City of Vernon Receivables to PPA Seller and apply the face amount thereof as a reduction to any Delivered Product Payment Obligation. Without prejudice to PPA Buyer’s retained payment obligations under Section 1(b) above, PPA Seller shall be entitled to pursue collection on such City of Vernon Receivables directly against the City of Vernon following the transfer of such City of Vernon Receivables by J. Aron to PPA Seller; provided, however, that upon payment to PPA Seller of any such amounts by either of PPA Buyer or the City of Vernon, PPA Seller shall have no further claim for such amounts. J. Aron agrees to provide to PPA Seller any documentation reasonably necessary for PPA Seller to pursue collection of such City of Vernon Receivables.

Resolution No. 2026-006

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(f) On or before the commencement of the Assignment Period, J. Aron shall cause The Goldman Sachs Group, Inc. (“Guarantor”) to issue, in favor of PPA Seller, a guaranty of J. Aron’s payment obligations under this Assignment Agreement substantially in the form of Appendix 3 attached hereto (the “Guaranty”).
(g) The Assigned Prepay Quantity set forth in Appendix 2 relates to obligations by and between J. Aron and PPA Buyer and, except as otherwise expressly set forth herein, has no impact on PPA Seller’s rights and obligations under the PPA.

2. Assignment Early Termination.
(a) The Assignment Period may be terminated early upon the occurrence of any of the following:
(1) delivery of a written notice of termination specifying a termination date by either J. Aron or PPA Buyer to each of the other Parties hereto; (2) delivery of a written notice of termination specifying a termination date by PPA Seller to each of J. Aron and PPA Buyer following J. Aron’s failure to pay when due any amounts owed to PPA Seller in respect of any Delivered Product Payment Obligation and such payment is not made by J. Aron or PPA Buyer within thirty (30) days following the later of receipt of written notice by J. Aron and PPA Buyer; (3) delivery of a written notice by PPA Seller if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to J. Aron; or (4) delivery of a written notice by J. Aron if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to PPA Seller. (b) In the event of an early termination pursuant to Section 2(a), the Assignment Period will end at the end of the last delivery hour on the date specified in the termination notice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such notice is delivered if termination is pursuant to clause 2(a)(1) or 2(a)(2) above. All Assigned Rights and Obligations shall revert from J.

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

Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron by PPA Seller Resolution No. 2026-006

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

3. Representations and Warranties. PPA Buyer and PPA Seller each represents and warrants to J. Aron, with respect to itself only, that (a) the PPA is in full force and effect; (b) to the best of its knowledge, no event or circumstance exists (or would exist with the passage of time or the giving of notice) that would give PPA Buyer or PPA Seller the right to terminate the PPA or suspend performance thereunder; and (c) all of its obligations under the PPA required to be performed on or before the beginning of the Assignment Period have been fulfilled in all material respects. PPA Seller further represents to PPA Buyer and J. Aron that it has the full power, authority, and legal right to enter into this Assignment Agreement.

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

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

5. Miscellaneous. Sections 12.1 (Representations and Warranties of Buyer), 14.11 (Entire Agreement; Amendments), 14.14 (Execution in Counterparts), 14.16 (Waiver; Available Remedies), 14.17 (Relationship of the Parties), 14.19 (Indemnification; Damage or Destruction; Insurance; Condemnation; Limit of Liability), 14.20 (Severability), 14.21 (Confidentiality), and

14.22 (Mobile-Sierra) of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein.

6. U.S. Resolution Stay Provisions.
(a) As between J. Aron and PPA Buyer, J. Aron and PPA Buyer hereby confirm that they are adherents to the ISDA 2018 U.S. Resolution Stay Protocol (“ISDA U.S. Stay Protocol”), Resolution No. 2026-006

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

Stay Protocol, the ISDA U.S. Stay Protocol will prevail. (b) As between J. Aron and PPA Seller:
(1) In the event that J. Aron becomes subject to a proceeding under (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder or (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “U.S. Special Resolution Regime”) the transfer from J. Aron of this Agreement, and any interest and obligation in or under, and any property securing, this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any interest and obligation in or under, and any property securing, this Agreement were governed by the laws of the United States or a state of the United States.
(2) In the event that J. Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable (“Default Right”)) under this Agreement that may be exercised against J. Aron are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
(3) Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry into Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement, J. Aron and PPA Seller expressly acknowledge and agree that:
(i) PPA Seller shall not be permitted to exercise any Default Right with respect to this Agreement or any Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of J. Aron becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an “Insolvency Proceeding”), except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and (ii) Nothing in this Agreement shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of J. Aron becoming subject to an Insolvency Proceeding, unless the transfer would result in PPA Seller being the beneficiary of such Affiliate Credit Resolution No. 2026-006

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Enhancement in violation of any law applicable to PPA Seller. (4) U.S. Protocol. If PPA Seller adheres to the ISDA U.S. Stay Protocol, the terms of the ISDA U.S. Protocol will supersede and replace the terms of this Section 6(b). (5) Definitions. For purposes of this Section 6(b):
(i) “Affiliate” is defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); and
(ii) “Credit Enhancement” means any credit enhancement or credit support arrangement in support of the obligations of J. Aron under or with respect to this Agreement, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.

7. Forward Contract. The Parties acknowledge and agree that this Agreement constitutes a “forward contract” and that the Parties shall constitute “forward contract merchants” within the meaning of the United States Bankruptcy Code.

8. Costs and Expenses. The Parties will each pay their own costs and expenses (including legal fees) incurred in connection with this Agreement and as a result of the negotiation, preparation, and execution of this Agreement.

9. Governing Law, Jurisdiction, Waiver of Jury Trial.
(a) Governing Law. This Assignment Agreement and the rights and duties of the Parties under this Assignment Agreement will be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to conflicts of law principles.
(b) Jurisdiction. All judicial proceedings arising out of or relating to this Assignment Agreement and involving J. Aron shall be brought exclusively in a federal court in the County of Los Angeles in the State of California to the maximum extent permitted by federal jurisdiction and otherwise in any court within the County of Los Angeles with jurisdiction over the matter, and each Party consents to such jurisdiction.

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

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

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(c) Waiver of Right to Trial by Jury. Each Party waives, to the fullest extent permitted by applicable law and provided in the PPA for disputes thereunder, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Assignment Agreement.
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IN WITNESS WHEREOF, the Parties have executed this Limited Assignment Agreement (Antelope DSR—Vernon) effective as of the date first set forth above.

ANTELOPE DSR 1, LLC
By:

Name:

Title:

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:

Name:

Title:

J. ARON & COMPANY LLC
By:

Name:

Title:

Resolution No. 2026-006

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Appendix 1
Assigned Rights and Obligations
PPA: The Power Purchase Agreement dated July 16, 2015 by and between Southern California Public Power Authority and Antelope DSR 1, LLC, as amended from time to time.

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

Assigned Prepay Quantity: As set forth in Appendix 2; provided that (i) all Assigned Products shall be delivered pursuant to the Limited Assignment Agreement during the Assignment Period as provided in Appendix 1 and (ii) the Assigned Prepay Quantity is defined for the convenience of PPA Buyer and J. Aron and shall have no impact on the obligations of the Parties under the Limited Assignment Agreement.
“Assigned Products” includes (1) 50% of Facility Energy during the Assignment Period; and (2) Environmental Attributes associated with such 50% of Facility Energy transferred during the Assignment Period; provided, however, that the following are expressly excluded from the Assigned Products and any and all rights and obligations with respect to the following shall remain with PPA Buyer: (i) 50% of Facility Energy not subject to this Agreement during the Assignment Period, (ii) Environmental Attributes associated with such 50% of Facility Energy not subject to this Agreement during the Assignment Period, (iii) Capacity Rights and (iv) any other products, services and/or attributes (other than as provided in clauses (1) and (2) above) which are or can be produced by or associated with the Facility.

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

Resolution No. 2026-006

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Appendix 2
Assigned Prepay Quantity
Resolution No. 2026-006

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Appendix 3
Form of GSG Guaranty
DATE
NAME

ADDRESS
Attention:

Ladies and Gentlemen:

For value received, The Goldman Sachs Group, Inc. (the “Guarantor”), a corporation duly organized under the laws of the State of Delaware, hereby unconditionally guarantees the prompt and complete payment when due, whether by acceleration or otherwise, of all obligations and liabilities, whether now in existence or hereafter arising, of J. Aron & Company LLC, a subsidiary of the Guarantor and a limited liability company duly organized under the laws of the State of New York (the “Company”), to Antelope DSR 1, LLC (the “Counterparty”) arising out of or under the Limited Assignment Agreement (Antelope DSR–Vernon) among the Company, the Counterparty and Southern California Public Power Authority dated as of [⚫], 2025. This Guaranty is one of payment and not of collection.

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

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

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

The Guarantor may not assign its rights nor delegate its obligations under this Guaranty, in whole or in part, without prior written consent of the Counterparty, and any purported Resolution No. 2026-006

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assignment or delegation absent such consent is void, except for (i) an assignment and delegation of all of the Guarantor’s rights and obligations hereunder in whatever form the Guarantor determines may be appropriate to a partnership, corporation, trust or other organization in whatever form that succeeds to all or substantially all of the Guarantor’s assets and business and that assumes such obligations by contract, operation of law or otherwise, and (ii) the Guarantor may transfer this Guaranty or any interest or obligation of the Guarantor in or under this Guaranty, or any property securing this Guaranty, to another entity as transferee as part of the resolution, restructuring or reorganization of the Guarantor upon or following the Guarantor becoming subject to a receivership, insolvency, liquidation, resolution or similar proceeding. Upon any such delegation and assumption or transfer of obligations, the Guarantor shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption or transfer.

THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN

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

GUARANTOR AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS

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

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

Very truly yours,
THE GOLDMAN SACHS GROUP, INC.

By:

Authorized Officer
Resolution No. 2026-006

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FORM OF LIMITED ASSIGNMENT AGREEMENT
(ASTORIA—[COLTON][VERNON])
This Limited Assignment Agreement (Astoria—[Colton][Vernon]) (this “Assignment Agreement” or “Agreement”) is entered into as of [⚫], 2025, by and among Re Astoria 2 LLC, a Delaware limited liability company (“PPA Seller”), Southern California Public Power Authority, a joint powers agency and a public entity organized under the laws of the State of California and created under the provisions of the Act and the Joint Powers Agreement (“PPA Buyer”), and J.

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

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

1. Limited Assignment and Delegation.
(a) PPA Buyer hereby assigns, transfers and conveys to J. Aron all right, title and interest in and to the rights of PPA Buyer under the PPA to receive delivery of the products described on Appendix 1 (“Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights may be limited or further described in the “Further Information” section on Appendix 1 (the “Assigned Product Rights”). All Assigned Products shall be delivered pursuant to the terms and conditions of this Agreement during the Assignment Period as provided in Appendix 1. All other rights of PPA Buyer under the PPA are expressly reserved for PPA Buyer.
(b) PPA Buyer hereby delegates to J. Aron the obligation to pay for all Assigned Products that is actually delivered to J. Aron pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered Product Payment Obligation” and together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”); provided that (i) all other obligations of PPA Buyer under the PPA are expressly retained by PPA Buyer and PPA Buyer shall be solely responsible for any amounts due to PPA Seller that are not directly related to Assigned Products; and (ii) the Parties acknowledge and agree that PPA Seller will only be obligated to deliver a single consolidated invoice to PPA Buyer during the Assignment Period (with a copy to J. Aron consistent with Section 1(d) hereof). To the extent J. Aron fails to pay for any Assigned Products by the due date for payment set forth in the PPA, PPA Buyer agrees that it will remain responsible for such payment and that it will be a Default pursuant to Section 13.1(a) of the PPA if PPA Buyer does not make such payment within thirty (30) days of receiving notice of such non-payment from PPA Seller.
(c) J. Aron hereby accepts and PPA Seller hereby consents and agrees to the assignment, transfer, conveyance and delegation described in clauses (a) and (b) above. J. Aron hereby agrees to perform any such Assigned Rights and Obligations due from it during the Assignment Period to the extent expressly set forth in this Agreement.

EXHIBIT B
Resolution No. 2026-006

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(d) All scheduling of Assigned Products and other communications related to the PPA shall take place pursuant to the terms of the PPA; provided that during the Assignment Period (i) title to Assigned Products will pass from PPA Seller to J. Aron upon delivery by PPA Seller of Assigned Products in accordance with the PPA; (ii) PPA Buyer and its designee as Scheduling Coordinator under the PPA are each hereby authorized by J. Aron to and shall act as J. Aron’s agent with respect to scheduling Assigned Products; (iii) PPA Buyer will provide copies to J. Aron of any Force Majeure Notice or notice of Default, or default, breach or other occurrence that, if not cured within the applicable grace period, could result in a Default contemporaneously upon delivery thereof to PPA Seller and promptly after receipt thereof from PPA Seller; (iv) PPA Seller will provide copies to J.

Aron of forecasts provided pursuant to Section 7.3 of the PPA; (v) PPA Seller will provide copies to J. Aron of all invoices and supporting data provided to PPA Buyer pursuant to Section 11.2(a) of the PPA, provided that any payment adjustments or subsequent reconciliations occurring after the date that is 10 days prior to the payment due date for a monthly invoice, including pursuant to Section 11.3, will be resolved solely between PPA Buyer and PPA Seller and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to J. Aron; and (vi) PPA Buyer and PPA Seller, as applicable, will provide copies to J. Aron of any other information reasonably requested by J. Aron relating to Assigned Products. [Notwithstanding any other provision of this Assignment Agreement, PPA Buyer and its designee as Scheduling Coordinator under the PPA each shall be entitled to retain for its own account all amounts payable by CAISO to either of them associated with the delivery of the Assigned Products to CAISO.]
1 (e) PPA Seller acknowledges that (i) J. Aron intends to immediately transfer title to any Assigned Products received from PPA Seller through one or more intermediaries such that all Assigned Products will be ultimately delivered to [the City of Colton][the City of Vernon], and (ii) in the event that [the City of Colton][the City of Vernon] fails to pay the relevant intermediary entity for any such Assigned Products, the receivables owed by [the City of Colton][the City of Vernon] for such Assigned Products (“[City of Colton][City of Vernon] Receivables”) may be transferred to J. Aron. To the extent any such [City of Colton][City of Vernon] Receivables are transferred to J. Aron, J. Aron may transfer such [City of Colton] [City of Vernon] Receivables to PPA Seller and apply the face amount thereof as a reduction to any Delivered Product Payment Obligation.

Without prejudice to PPA Buyer’s retained payment obligations under Section 1(b) above, PPA Seller shall be entitled to pursue collection on such [City of Colton][City of Vernon] Receivables directly against[City of Colton][the City of Vernon] following the transfer of such [City of Colton][City of Vernon] Receivables by J. Aron to PPA Seller; provided, however, that upon payment to PPA Seller of any such amounts by either of PPA Buyer or [the City of Colton][the City of Vernon], PPA Seller shall have no further claim for such amounts.
(f) The Assigned Prepay Quantity set forth in Appendix 2 relates to obligations by and between J. Aron and PPA Buyer and, except as otherwise expressly set forth herein, has no impact on PPA Seller’s rights and obligations under the PPA. 1 NTD: This bracketed sentence is under review by J. Aron tax personnel.

Resolution No. 2026-006

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2. Assignment Early Termination.
(a) The Assignment Period may be terminated early upon the occurrence of any of the following:
(1) delivery of a written notice of termination specifying a termination date by either J. Aron or PPA Buyer to each of the other Parties;
(2) delivery of a written notice of termination specifying a termination date by PPA Seller to each of J. Aron and PPA Buyer following J. Aron’s failure to pay when due any amounts owed to PPA Seller in respect of any Delivered Product Payment Obligation and such payment is not made by J. Aron or PPA Buyer within thirty (30) days following the later of receipt of written notice by J. Aron and PPA Buyer;
(3) delivery of a written notice by PPA Seller if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to J. Aron; or (4) delivery of a written notice by J. Aron if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to PPA Seller. (b) The Assignment Period will end at the end of last delivery hour on the date specified in the termination notice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such notice is delivered if termination is pursuant to clause 2(a)(1) or 2(a)(2) above. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the early termination of the Assignment Period, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period
(c) The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the expiration of or early termination of the PPA, provided that (i) J.

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

3. Representations and Warranties. PPA Seller and the PPA Buyer represent and warrant to J. Aron, each with respect to itself only, that (a) the PPA is in full force and effect; (b) to the best of its knowledge, no event or circumstance exists (or would exist with the passage of time or the giving of notice) that would give either of them the right to terminate the PPA or suspend performance thereunder; and (c) all of its obligations under the PPA required to be performed on or before the Assignment Period Start Date have been fulfilled in all material respects. PPA Seller further represents to PPA Buyer and J. Aron that it has secured all known consents to this Resolution No. 2026-006

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Assignment Agreement that may be required by the PPA, any agreement referenced therein or any assignment of its rights thereunder.

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

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

5. Miscellaneous. Sections 12.1 (Representations, Warranties and Covenants of Buyers), 14.11 (Entire Agreement; Amendments), 14.14 (Execution in Counterparts), 14.17 (Relationship of the Parties), 14.19 (Indemnification; Damage or Destruction; Insurance; Condemnation; Limit of Liability), 14.20 (Severability), 14.21 (Confidentiality), and 14.22 (Mobile-Sierra) of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein.

6. U.S. Resolution Stay Provisions.
(a) As between J. Aron and PPA Buyer, J. Aron and PPA Buyer hereby confirm that they are adherents to the ISDA 2018 U.S. Resolution Stay Protocol (“ISDA U.S. Stay Protocol”), the terms of the ISDA U.S. Stay Protocol are incorporated into and form a part of this Assignment Agreement, and for the purposes of such incorporation, (i) J.

Aron shall be deemed to be a Regulated Entity, (ii) PPA Buyer shall be deemed to be an Adhering Party, and (iii) this Assignment Agreement shall be deemed a Protocol Covered Agreement. In the event of any inconsistencies between this Assignment Agreement and the ISDA U.S. Stay Protocol, the ISDA U.S. Stay Protocol will prevail. (b) As between J. Aron and PPA Seller:
(i) In the event that J. Aron becomes subject to a proceeding under (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder or (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “U.S. Special Resolution Regime”) the transfer from J. Aron of this Agreement, and any interest and obligation in or under, and any property securing, this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any interest and obligation in or under, and any property securing, this Agreement were governed by the laws of the United States or a state of the United States. (ii) In the event that J. Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81,

47.2 or 382.1, as applicable (“Default Right”)) under this Agreement that may be exercised against J. Aron are permitted to be exercised to no greater extent than such Resolution No. 2026-006

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Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (iii) Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry into Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement, J. Aron and PPA Seller expressly acknowledge and agree that:
(1) PPA Seller shall not be permitted to exercise any Default Right with respect to this Agreement or any Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of J. Aron becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an “Insolvency Proceeding”), except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and
(2) Nothing in this Agreement shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of J. Aron becoming subject to an Insolvency Proceeding, unless the transfer would result in PPA Seller being the beneficiary of such Affiliate Credit Enhancement in violation of any law applicable to PPA Seller.
(iv) U.S. Protocol. If PPA Seller adheres to the ISDA U.S. Stay Protocol, the terms of the ISDA U.S. Protocol will supersede and replace the terms of this Section 6(b). (v) For purposes of this Section 6(b):
(1) “Affiliate” is defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); and
(2) “Credit Enhancement” means any credit enhancement or credit support arrangement in support of the obligations of J. Aron under or with respect to this Agreement, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.

7. Governing Law, Jurisdiction, Waiver of Jury Trial.
(a) Governing Law. This Assignment Agreement and the rights and duties of the Parties under this Assignment Agreement will be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to conflicts of law principles.
(b) Jurisdiction. All judicial proceedings arising out of or relating to this Assignment Agreement and involving J. Aron shall be brought exclusively in a federal court in the County of Los Angeles in the State of California to the maximum extent permitted by Resolution No. 2026-006

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federal jurisdiction and otherwise in any court within the County of Los Angeles with jurisdiction over the matter, and each Party consents to such jurisdiction.

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

The Parties irrevocably agree to submit to the exclusive jurisdiction of the respective aforementioned courts in the State of California and waive any defense of forum non conveniens.
(c) Waiver of Right to Trial by Jury. Each Party waives, to the fullest extent permitted by applicable law and provided in the PPA for disputes thereunder, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Assignment Agreement.
[Remainder of Page Intentionally Blank]
Resolution No. 2026-006

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IN WITNESS WHEREOF, the Parties have executed this Limited Assignment Agreement (Astoria—[Colton][Vernon]) effective as of the date first set forth above.

RE ASTORIA 2 SOLAR LLC
By:

Name:

Title:

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:

Name:

Title:

J. ARON & COMPANY LLC
By:

Name:

Title:

Resolution No. 2026-006

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Appendix 1
Assigned Rights and Obligations
“PPA” means that certain Power Purchase and Sale Agreement dated July 23, 2014, by and between Re Astoria 2 LLC, Southern California Public Power Authority, Power and Water Resources Pooling Authority, City of Lodi, City of Corona, City of Moreno Valley, and City of Rancho Cucamonga, as amended from time to time.
2 “Assignment Period” means the period beginning on [⚫] and extending until [⚫], provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 of the Assignment Agreement and (ii) the end of the Delivery Term under the PPA; provided that applicable provisions of this Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obligations or responsibilities of the Parties arising prior to the termination. “Assigned Products” includes (1) [9.3334%][39.9999%] of Facility Energy during the Assignment Period; and (2) Environmental Attributes associated with such [9.3334%][39.9999%] of Facility Energy transferred during the Assignment Period; provided, however that the following are expressly excluded from the Assigned Products and any and all rights and obligations with respect to the following shall remain with the PPA Buyer: (i) [90.6666%][60.0001%] of Facility Energy not subject to this Agreement during the Assignment Period, (ii) Environmental Attributes associated with such [90.6666%][60.0001%] of Facility Energy not subject to this Agreement during the Assignment Period, (iii) Capacity Rights and (iv) any other capacity, products, services and/or attributes (other than as provided in clauses (1) and (2) above) which are or can be produced by or associated with the Facility.

Assigned Delivery Point: The Point of Delivery as defined in the PPA.

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

APC Contract Price: $[⚫]/MWh
Further Information: PPA Seller shall transfer the WREGIS Certificates pursuant to Section

8.4 of the PPA, provided that the transferee of such WREGIS Certificates may be changed from time to time in accordance with the written instructions of J. Aron and PPA Buyer upon twenty (20) Business Days’ notice, which change shall be effective as of the first day of the next calendar month after such notice period has expired, unless otherwise agreed. All Assigned Products 2 NTD: This Assignment Agreement will require the prior written consent of all the other buyers under the PPA: PWR Pooling Authority, Lodi, Corona, Moreno Valley and Rancho Cucamonga.

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delivered by PPA Seller to J. Aron shall be a sale made at wholesale, with J. Aron reselling all such AssignedProducts.

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Appendix 2
Assigned Prepay Quantity
[NOTE: To be set forth in a monthly volume schedule.]
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LIMITED ASSIGNMENT AGREEMENT
(DAGGETT–VERNON)
This Limited Assignment Agreement (Daggett–Vernon) (this “Assignment Agreement” or “Agreement”) is entered into as of [⚫], 2026 by and among Daggett Solar Power 2 LLC, a Delaware limited liability company (“PPA Seller”), Southern California Public Power Authority, a public entity and joint powers authority formed and organized pursuant to the California Joint Exercise of Powers Act (California Government Code Section 6500, et seq.) (“PPA Buyer”), and J. Aron & Company LLC, a New York limited liability company (“J.

Aron”), and relatesto that certain Power Purchase Agreement (the “PPA”) between PPA Buyer and PPA Seller as described on Appendix 1. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Agreement have the meanings set forth in the PPA.

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

1. Limited Assignment and Delegation.
(a) PPA Buyer hereby assigns, transfers and conveys to J. Aron all right, title and interest in and to the rights of PPA Buyer under the PPA to receive delivery of the products described on Appendix 1 (the “Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights may be limited or further described in the “Further Information” section on Appendix 1 (the “Assigned Product Rights”). All other rights of PPA Buyer under the PPA are expressly reserved for PPA Buyer, including the right to receive any additional quantities of products beyond the limits set forth in Appendix 1.
(b) PPA Buyer hereby delegates to J. Aron the obligation to pay the APC Contract Price for all Assigned Products that are actually delivered to J. Aron pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered Product Payment Obligation” and together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”); provided that (i) all other obligations of PPA Buyer under the PPA are expressly retained by PPA Buyer and PPA Buyer shall be solely responsible for any amounts due to PPA Seller that are not directly related to the Assigned Products; and (ii) the Parties acknowledge and agree that (A) PPA Seller will only be obligated to deliver a single consolidated invoice to PPA Buyer during the Assignment Period (with a copy to J. Aron consistent with Section 1(d) hereof) and (B) J. Aron and PPA Buyer’s respective payments during the Assignment Period shall be administered by a custodian who will transfer to PPA Seller on each payment due date the amounts paid by J. Aron and PPA Buyer with respect to each invoice (and it is anticipated that the custodian will consolidate the amounts received from J. Aron and PPA Buyer and make a single wire transfer to PPA Seller with respect to each invoice). To the extent J. Aron fails to pay the Delivered Product Payment Obligation by the due date for paymentset forth in the PPA, notwithstanding anything in this Agreement to the contrary, PPA Buyer agrees that it shall have the

EXHIBIT C
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option to make such payment, and that it will be a Default pursuant to Section 13.1(a) of the PPA if PPA Buyer does not make such payment, within twenty (20) days of receiving notice of such non-payment from PPA Seller. Notwithstanding the administration of payment obligations by a custodian, PPA Buyer and Limited Assignee shall be liable for their respective payment obligations in accordance with the terms and conditions of the PPA and this Agreement, including for any failure to receive payment from such custodian by the applicable payment due date. 1 (c) J. Aron hereby accepts and PPA Seller hereby consents and agrees to the assignment, transfer, conveyance and delegation described in clauses (a) and (b) above. (d) All scheduling of Assigned Products and other communications related to the PPA shall take place pursuant to the terms of the PPA; provided that during the Assignment Period (i) title to Assigned Products will pass from PPA Seller to J. Aron upon delivery by PPA Seller of Assigned Products in accordance with the PPA; (ii) PPA Buyer and its designee as Scheduling Coordinator under the PPA are each hereby authorized by J. Aron to and shall act as J. Aron’s agent with respect to scheduling Assigned Products; (iii) PPA Buyer will provide copies to J. Aron of any notice of a Force Majeure event or event of Default or default, breach or other occurrence that, if not cured within the applicable grace period, could result in an event of Default contemporaneously upon delivery thereof to PPA Seller and promptly after receipt thereof from PPA Seller; (iv) PPA Buyer will provide copies to J. Aron of forecasts that PPA Buyer receives pursuant to Section 7.3 of the PPA; (v) PPA Seller will provide copies to J. Aron of all invoices and supporting data relating to the Assigned Products provided by PPA Seller pursuant to Section 11.3(a) of the PPA; provided that any payment adjustments or subsequent reconciliations occurring after the date that is ten (10) Business Days prior to the payment due date for a monthly invoice, including pursuant to Section 11.4 of the PPA, will be resolved solely between PPA Buyer and PPA Seller and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to J. Aron; and (vi) PPA Buyer will provide copies to J. Aron of any other information reasonably requested by J. Aron relating to Assigned Products. Notwithstanding any other provision of this Assignment Agreement, PPA Buyer and its designee as Scheduling Coordinator under the PPA each shall be entitled to retain for its own account all amounts payable by CAISO to either of them associated with the delivery of the Assigned Products to CAISO.
(e) PPA Seller acknowledges that (i) J. Aron intends to immediately transfer title to any Assigned Products received from PPA Seller through one or more intermediaries such that all Assigned Products will be ultimately delivered to the City of Vernon, and (ii) in the event that the City of Vernon fails to pay the relevant intermediary entity for any such Assigned Products, the receivables owed by the City of Vernon for such Assigned Products (“City of Vernon Receivables”) may be transferred to J. Aron. To the extent any such City of Vernon Receivables are transferred to J. Aron, 1 Note to Clearway: The deviations from Clearway precedent in this provision are necessary to conform with the underlying PPA.

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J. Aron may transfer such City of Vernon Receivables to PPA Seller and apply the face amount thereof as a reduction to any Delivered Product Payment Obligation.

Without prejudice to PPA Buyer’s retained payment obligations under Section 1(b) above, PPA Seller shall be entitled to pursue collection on such City of Vernon Receivables directly against the City of Vernon following the transfer of such City of Vernon Receivables by J. Aron to PPA Seller; provided, however, that upon payment to PPA Seller of any such amounts by either of PPA Buyer or the City of Vernon, PPA Seller shall have no further claim for such amounts. 2 (f) On or before the commencement of the Assignment Period, J. Aron shall cause The Goldman Sachs Group, Inc., a Delaware corporation (“Guarantor”), to issue, in favor of PPA Seller, a guaranty of J. Aron’s payment obligations under this Assignment Agreement, substantially in the form of Appendix 3 attached hereto (the “Guaranty”).
(g) The Assigned Prepay Quantity set forth in Appendix 2 relates to obligations by and between J. Aron and PPA Buyer and, except as otherwise expressly set forth herein, has no impact on PPA Seller’s rights and obligations under the PPA.

2. Assignment Early Termination.
(a) The Assignment Period may be terminated early upon the occurrence of any of the following:
(1) delivery of a written notice of termination specifying a termination date by either J. Aron or PPA Buyer to each of the other Parties; (2) delivery of a written notice oftermination specifying a termination date by PPA Seller to each of J. Aron and PPA Buyer following J. Aron’s failure to pay when due any amounts owed to PPA Seller in respect of any Delivered Product Payment Obligation and such payment is not made by J. Aron or PPA Buyer within twenty (20) days following the later of receipt of written notice by J.

Aron and PPA Buyer;
3 (3) delivery of a written notice by PPA Seller if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to J. Aron or Guarantor;
4 or
(4) delivery of a written notice by J. Aron if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to PPA Seller or PPA 2 Note to Clearway: The deviations from Clearway precedent in this provision are necessary to revised to reflect that the City of Vernon, and not SCPPA itself, will ultimately receive the Assigned Products under the LAA and pay for such products pursuant to the prepay transaction.
3 Note to Clearway: The deviations from Clearway precedent in this provision are necessary to conform with the underlying PPA.
4 Note to Clearway: The deviations from Clearway precedent in this provision are necessary to conform with the underlying PPA.

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Buyer.
5 (b) The Assignment Period will end at the end of the last delivery hour on the date specified in the termination notice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such notice is delivered if termination is pursuant to clause 2(a)(1) or 2(a)(2) above. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the early termination of the Assignment Period, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period. 6 (c) The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from J.

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

3. Representations and Warranties. PPA Seller and PPA Buyer represent and warrant to J.

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

Aron that it has secured all known consents to this Assignment Agreement that may be required 5 Note to Clearway: The deviations from Clearway precedent in this provision are necessary to conform with the underlying PPA.
6 Note to Clearway: The added reversion language in this provision aligns with Sections 2(c) and 2(d).

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by the PPA, any agreement referenced therein or any assignment of its rights thereunder. 7 4. Notices. Any notice, demand, or request required or authorized by this Assignment Agreement to be given by one Party to another Party shall be delivered in accordance with Section 14.2 of the PPA and to the addresses of each of PPA Seller and PPA Buyer specified in the PPA. PPA Buyer agrees to notify J. Aron of any updates to such notice information. Notices to J. Aron shall be provided to the following address, as such address may be updated by J. Aron from time to time by notice to the other Parties:

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

5. Miscellaneous. Sections 12.1 (Representations and Warranties of Buyer), 14.11 (Entire Agreement; Amendments), 14.14 (Execution in Counterparts), 14.17 (Relationship of the Parties), 14.20 (Severability), 14.21 (Confidentiality), and 14.22 (Mobile-Sierra) of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein. 8 6. U.S. Resolution Stay Provisions.9
(a) As between J. Aron and PPA Buyer, J. Aron and PPA Buyer hereby confirm that they are adherents to the ISDA 2018 U.S. Resolution Stay Protocol (“ISDA U.S. Stay Protocol”), the terms of the ISDA U.S. Stay Protocol are incorporated into and form a part of this Assignment Agreement, and for the purposes of such incorporation, (i) J.

Aron shall be deemed to be a Regulated Entity, (ii) PPA Buyer shall be deemed to be an Adhering Party, and (iii) this Assignment Agreement shall be deemed a Protocol Covered Agreement. In the event of any inconsistencies between this Assignment Agreement and the ISDA U.S. Stay Protocol, the ISDA U.S. Stay Protocol will prevail. (b) As between J. Aron and PPA Seller:
(i) In the event that J. Aron becomes subject to a proceeding under (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder or (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “U.S. Special Resolution Regime”) the transfer from J. Aron of this Agreement, and any interest and obligation in or under, and any property securing, this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any interest and obligation in or under, and any property securing, this Agreement were governed by the laws of the United States or a state of the United States. 7 Note to Clearway: The representation regarding consent ensures that PPA Seller has obtained the necessary permissions to enter into this Agreement.
8 Note to Clearway: The deviations from Clearway precedent in this provision are necessary to conform with the underlying PPA.
9 Note to Clearway: J. Aron prefers to use the long-form U.S. Resolution Stay Provisions.

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(ii) In the event that J. Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81,

47.2 or 382.1, as applicable (“Default Right”)) under this Agreement that may be exercised against J. Aron are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (iii) Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry into Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement, J. Aron and PPA Seller expressly acknowledge and agree that:
(1) PPA Seller shall not be permitted to exercise any Default Right with respect to this Agreement or any Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of J. Aron becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an “Insolvency Proceeding”), except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and
(2) Nothing in this Agreement shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of J. Aron becoming subject to an Insolvency Proceeding, unless the transfer would result in PPA Seller being the beneficiary of such Affiliate Credit Enhancement in violation of any law applicable to PPA Seller.
(iv) U.S. Protocol. If PPA Seller adheres to the ISDA U.S. Stay Protocol, the terms of the ISDA U.S. Protocol will supersede and replace the terms of this Section 6(b). (v) For purposes of this Section 6(b):
(1) “Affiliate” is defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); and
(2) “Credit Enhancement” means any credit enhancement or credit support arrangement in support of the obligations of J. Aron under or with respect to this Agreement, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.

7. Forward Contract. The Parties acknowledge and agree that this Agreement constitutes a “forward contract” and that the Parties shall constitute “forward contract merchants” within the Resolution No. 2026-006

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meaning of the United States Bankruptcy Code.10

8. Costs and Expenses. The Parties will each pay their own costs and expenses (including legal fees) incurred in connection with this Agreement and as a result of the negotiation, preparation, and execution of this Agreement.11

9. Governing Law, Jurisdiction, Waiver of Jury Trial.
12 (a) Governing Law. This Assignment Agreement and the rights and duties of the Parties under this Assignment Agreement will be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to conflicts of law principles. The Parties irrevocably agree to submit to the exclusive jurisdiction of such courts in the State of California and waive any defense of forum non conveniens.
(b) Jurisdiction. All judicial proceedings arising out of or relating to this Assignment Agreement and involving J. Aron shall be brought exclusively in a federal court in the County of Los Angeles in the State of California to the maximum extent permitted by federal jurisdiction and otherwise in any court within the County of Los Angeles with jurisdiction over the matter, and each Party consents to such jurisdiction.

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

The Parties irrevocably agree to submit to the exclusive jurisdiction of the respective aforementioned courts in the State of California and waive any defense of forum non conveniens.
(c) Waiver of Right to Trial by Jury. Each Party waives, to the fullest extent permitted by applicable law and provided in the PPA for disputes thereunder, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Assignment Agreement.
[Remainder of Page Intentionally Blank]
10 Note to Clearway: J. Aron prefers to keep this provision. 11 Note to Clearway: SCPPA prefers to keep this provision. 12 Note to Clearway: The deviations from Clearway precedent in this section are necessary to conform with the underlying PPA.

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

DAGGETT SOLAR POWER 2 LLC
By:

Name:

Title:

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:

Name:

Title:

J. ARON & COMPANY LLC
By:

Name:

Title:

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Appendix 1
13 Assigned Rights and Obligations
PPA: The Power Purchase Agreement, dated June 24, 2022 by and between Southern California Public Power Authority, a public entity and joint powers authority formed and organized pursuant to the California Joint Exercise of Powers Act (California Government Code Section 6500, et seq.), and Daggett Solar Power 2 LLC, a Delaware limited liability company as amended, amended and restated, supplemented or otherwise modified from time to time. “Assignment Period” means the period beginning on [⚫] and extending until [⚫], provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 of the Assignment Agreement and (ii) the end of the Delivery Term under the PPA; provided that applicable provisions of this Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obligations or responsibilities of the Parties arising prior to the termination. “Assigned Products” includes (1) 92.31% of Delivered Energy during the Assignment Period, and (2) Environmental Attributes associated with such 92.31% of Delivered Energy transferred during the Assignment Period; provided, however that the following are expressly excluded from the Assigned Products and any and all rights and obligations with respect to the following shall remain with the PPA Buyer: (i) 7.69% of Delivered Energy not subject to this Agreement during the Assignment Period, (ii) Environmental Attributes associated with such 7.69% of Delivered Energy not subject to this Agreement during the Assignment Period, (iii) Capacity Rights and (iv) any other capacity, products, services and/or attributes (other than as provided in clauses (1) and (2) above) which are or can be produced by or associated with the Facility.

Assigned Delivery Point: The Point of Delivery (as defined in the PPA).

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

Further Information: PPA Seller shall continue to transfer to PPA Buyer the WREGIS Certificates associated with all Renewable Energy Credits corresponding to all Delivered Energy under the PPA pursuant to Section 8.4 of the PPA. All Assigned Products delivered by PPA Seller to J. Aron shall be a sale made at wholesale, with J. Aron reselling all such Assigned Products. 13 Note to Clearway: The deviations from Clearway precedent in this appendix are necessary to conform with the underlying PPA.

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Appendix 2
Assigned Prepay Quantity
[NOTE: To be set forth in a monthly volume schedule.]
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Appendix 3
Form of GSG Guaranty
DATE
NAME

ADDRESS
Attention:

Ladies and Gentlemen:

For value received, The Goldman Sachs Group, Inc. (the “Guarantor”), a corporation duly organized under the laws of the State of Delaware, hereby unconditionally guarantees the prompt and complete payment when due, whether by acceleration or otherwise, of all obligations and liabilities, whether now in existence or hereafter arising, of J. Aron & Company LLC, a subsidiary of the Guarantor and a limited liability company duly organized under the laws of the State of New York (the “Company”), to Daggett Solar Power 2 LLC (the “Counterparty”) arising out of or under the Limited Assignment Agreement (Daggett–Vernon), by and among the Company, the Counterparty and the Southern California Public Power Authority, dated as of ________ [⚫], 2025. This Guaranty is one of payment and not of collection.

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

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

This Guaranty shall continue in full force and effect until the opening of business on the fifth (5th) business day after Counterparty receives written notice of termination from the Guarantor. It is understood and agreed, however, that notwithstanding any such termination this Guaranty shall continue in full force and effect with respect to the obligations and liabilities set forth above which shall have been incurred prior to such termination.

The Guarantor may not assign its rights nor delegate its obligations under this Guaranty, in whole or in part, without prior written consent of the Counterparty, and any purported assignment or delegation absent such consent is void, except for (i) an assignment and delegation of all of the Resolution No. 2026-006

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Guarantor’s rights and obligations hereunder in whatever form the Guarantor determines may be appropriate to a partnership, corporation, trust or other organization in whatever form that succeeds to all or substantially all of the Guarantor’s assets and business and that assumes such obligations by contract, operation of law or otherwise, and (ii) the Guarantor may transfer this Guaranty or any interest or obligation of the Guarantor in or under this Guaranty, or any property securing this Guaranty, to another entity as transferee as part of the resolution, restructuring or reorganization of the Guarantor upon or following the Guarantor becoming subject to a receivership, insolvency, liquidation, resolution or similar proceeding. Upon any such delegation and assumption or transfer of obligations, the Guarantor shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption or transfer.

THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE

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

EXCLUSIVE JURISDICTION OF COURTS LOCATED IN THE STATE OF NEW YORK,

UNITED STATES OF AMERICA, OVER ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTY.

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

Very truly yours,
THE GOLDMAN SACHS GROUP, INC.

By:

Authorized Officer
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LIMITED ASSIGNMENT AGREEMENT
(DESERT HARVEST—[BURBANK][VERNON])
This Limited Assignment Agreement (Desert Harvest—[Burbank][Vernon]) (this “Assignment Agreement” or “Agreement”) is entered into as of [⚫], 2025, by and among Desert Harvest II LLC, a [⚫] (“PPA Seller”), Southern California Public Power Authority, a joint powers agency and a public entity organized under the laws of the State of California (“PPA Buyer”), and J. Aron & Company LLC, a New York limited liability company (“J. Aron”), and relates to that certain power purchase agreement (the “PPA”) between PPA Buyer and PPA Seller as described on Appendix 1. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Agreement have the meanings set forth in the PPA.

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

1. Limited Assignment and Delegation.
(a) PPA Buyer hereby assigns, transfers and conveys to J. Aron all right, title and interest in and to the rights of PPA Buyer under the PPA to receive delivery of the products described in Appendix 1 (the “Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights may be limited or further described in the “Further Information” section on Appendix 1 (the “Assigned Product Rights”). All Assigned Products shall be delivered pursuant to the terms and conditions of this Agreement during the Assignment Period as provided in Appendix 1. All other rights of PPA Buyer under the PPA are expressly reserved for PPA Buyer.
(b) PPA Buyer hereby delegates to J. Aron the obligation to pay for all Assigned Products that are actually delivered to J. Aron pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered Product Payment Obligation” and together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”); provided that (i) all other obligations of PPA Buyer under the PPA are expressly retained by PPA Buyer and PPA Buyer shall be solely responsible for any amounts due to PPA Seller that are not directly related to Assigned Products; and (ii) the Parties acknowledge and agree that PPA Seller will only be obligated to deliver a single consolidated invoice to PPA Buyer during the Assignment Period (with a copy to J. Aron consistent with Section 1(d) hereof). To the extent J. Aron fails to pay the Delivered Product Payment Obligation by the due date for payment set forth in the PPA, notwithstanding anything in this Agreement to the contrary, PPA Buyer agrees that it shall remain responsible for payment and performance of all of its obligations under the PPA during the Assignment Period, including in the event that J. Aron does not perform the Delivered Product Payment Obligation as described above and such failure by either PPA Buyer or J. Aron will be an Event of Default pursuant to have the option to make such payment and that it will be a Default under Section 13.1(a) of the PPA if PPA Buyer does not make such payment within thirty (30) days of receiving notice of such nonpayment of receiving notice of such non-payment from PPA Seller.

EXHIBIT D
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(c) J. Aron hereby accepts and PPA Seller hereby consents and agrees to the assignment, transfer, conveyance and delegation described in clauses (a) and (b) above. J. Aron hereby agrees to perform any such Assigned Rights and Obligations due from it during the Assignment Period to the extent expressly set forth in this Agreement. (d) All scheduling of Assigned Products and other communications related to the PPA shall take place pursuant to the terms of the PPA; provided that during the Assignment Period (i) title to Assigned Product will pass from PPA Seller to J. Aron upon delivery by PPA Seller of Assigned Product at the Point of Delivery in accordance with the PPA; (ii) PPA Buyer and its designee as Scheduling Coordinator under the PPA are each hereby authorized by J. Aron to and shall act as J. Aron’s agent with respect to scheduling Assigned Products; (iii) PPA Buyer will provide copies to J. Aron of any Force Majeure Notice or Default or default, breach or other occurrence that, if not cured within the applicable grace period, could result in a Default contemporaneously upon delivery thereof to PPA Seller and promptly after receipt thereof from PPA Seller; (iv) PPA Seller will provide copies to J. Aron of the forecasts of available capacity and Facility Energy provided pursuant to Section 7.3(b) of the PPA; (iv) PPA Seller will provide copies to J.

Aron of all invoices and supporting data provided to PPA Buyer pursuant to Section

11.2(a) of the PPA, provided that any payment adjustments or subsequent reconciliations occurring after the date that is 10 days prior to the payment due date for a monthly invoice, including pursuant to Section 11.3 of the PPA, will be resolved solely between PPA Buyer and PPA Seller and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to J. Aron; and (v) PPA Buyer and PPA Seller, as applicable, will provide copies to J. Aron of any other information reasonably requested by J. Aron relating to Assigned Products.
(e) PPA Seller acknowledges that (i) J. Aron intends to immediately transfer title to any Assigned Products received from PPA Seller through one or more intermediaries such that all Assigned Products will be ultimately delivered to [the City of Burbank][the City of Vernon], and (ii) in the event that [the City of Burbank] [the City of Vernon] fails to pay the relevant intermediary entity for any such Assigned Products, the receivables owed by [the City of Burbank][the City of Vernon] for such Assigned Products (“[City of Burbank][City of Vernon Receivables]”) may be transferred to J. Aron. To the extent any such [City of Burbank][City of Vernon] Receivables are transferred to J. Aron, J. Aron may transfer such [City of Burbank][City of Vernon] Receivables to PPA Seller and apply the face amount thereof as a reduction to any Delivered Product Payment Obligation. Without prejudice to PPA Buyer’s retained payment obligations under Section 1(b) above, PPA Seller shall be entitled to pursue collection on such [City of Burbank][City of Vernon] Receivables directly against [the City of Burbank][the City of Vernon] following the transfer of such [City of Burbank][City of Vernon] Receivables by J. Aron to PPA Seller; provided, however, that upon payment to PPA Seller of any such amounts by either of PPA Buyer or [the City of Burbank][the City of Vernon], PPA Seller shall have no further claim for such amounts.
(f) On or before the commencement of the Assignment Period, J. Aron shall cause The Goldman Sachs Group, Inc. (“Guarantor”) to issue, in favor of PPA Seller, a guaranty Resolution No. 2026-006

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of J. Aron’s payment obligations under this Assignment Agreement substantially in the form of Appendix 3 attached hereto (the “Guaranty”).
(g) Nothing in this Agreement modifies or amends any rights or obligations of PPA Buyer and PPA Seller under the PPA with respect to CAISO revenues and costs. For additional clarity and specifically and without limitation PPA Seller is entitled to retain all CAISO revenues in its account and provide PPA Buyer with corresponding credit offsets pursuant to Section 7.2 of the PPA.
(h) The Assigned Prepay Quantity set forth in Appendix 2 relates to obligations by and between J. Aron and PPA Buyer and, except as otherwise expressly set forth herein, has no impact on PPA Seller’s rights and obligations under the PPA.

2. Assignment Early Termination.
(a) The Assignment Period may be terminated early upon the occurrence of any of the following:
(1) delivery of a written notice of termination specifying a termination date by either J. Aron or PPA Buyer to each of the other Parties;
(2) delivery of a written notice of termination specifying a termination date by PPA Seller to each of J. Aron and PPA Buyer following J. Aron’s failure to pay when due any amounts owed to PPA Seller in respect of any Delivered Product Payment Obligation and such payment is not made by J. Aron or PPA Buyer within thirty (30) days following the later of receipt of written notice by J. Aron and PPA Buyer;
(3) delivery of a written notice by PPA Seller if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to J. Aron; (4) delivery of a written notice by J. Aron if any of the events described in the definition of Bankruptcy in the PPA occurs with respect to PPA Seller; or (5) Guarantor disavows its obligations under the Guaranty or Guarantor fails to cause the Guaranty to be maintained in full force and effect and such disavowal or failure continues for thirty (30) days after receipt of written notice of such disavowal or failure and J. Aron has not delivered to PPA Seller another guaranty, bank bond or letter of credit in a form reasonably acceptable to PPA Seller to replace the Guaranty.
(b) The Assignment Period will end at the end of the last delivery hour on the date specified in the termination notice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such notice is delivered if termination is pursuant to clause 2(a)(1) or 2(a)(2) above. All Assigned Rights and Obligations shall immediately and automatically revert from J. Aron to PPA Buyer upon Resolution No. 2026-006

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the early termination of the Assignment Period, provided that, as between J. Aron and PPA Seller and without limiting PPA Seller’s obligations to PPA Buyer (including those described in Section 1(b) above), (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
(c) The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall immediately and automatically revert from J. Aron to PPA Buyer upon the expiration of or early termination of the PPA, provided that, as between J. Aron and PPA Seller and without limiting PPA Seller’s obligations to PPA Buyer (including those described in clause 1(b) above), (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
(d) The Assignment Period will automatically terminate upon delivery by Guarantor of a notice of termination of the Guaranty. All Assigned Rights and Obligations shall immediately and automatically revert from J. Aron to PPA Buyer upon the termination of the Assignment Period, provided that, as between J. Aron and PPA Seller and without limiting PPA Seller’s obligations to PPA Buyer (including those described in Section 1(b) above), (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.

3. Representations and Warranties. PPA Seller and the PPA Buyer represent and warrant to J.

Aron, each with respect to itself only, that (a) the PPA is in full force and effect; (b) to the best of its knowledge, no event or circumstance exists (or would exist with the passage of time or the giving of notice) that would give either of them the right to terminate the PPA or suspend performance thereunder; and (c) all of its obligations under the PPA required to be performed on or before the Assignment Period Start Date have been fulfilled in all material respects. PPA Seller further represents to PPA Buyer and J. Aron that it has secured all known consents to this Assignment Agreement that may be required by the PPA, any agreement referenced therein or any assignment of its rights thereunder.

4. Notices. Any notice, demand, or request required or authorized by this Assignment Agreement to be given by one Party to another Party shall be delivered in accordance with Section 14.2 of the PPA and to the addresses of each of PPA Seller and PPA Buyer specified in the PPA. PPA Buyer Resolution No. 2026-006

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agrees to notify J. Aron of any updates to such notice information, including any updates provided by PPA Seller to PPA Buyer. Notices to J. Aron shall be provided to the following address, as such address may be updated by J. Aron from time to time by notice to the other Parties:

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

5. Miscellaneous. Sections 12.1 (Representations and Warranties of Buyer), 14.11 (Entire Agreement; Amendments), 14.14 (Execution in Counterparts), 14.17 (Relationship of the Parties),

14.19 (Indemnification; Damage or Destruction; Insurance; Condemnation; Limit of Liability),

14.20 (Severability), 14.21 (Confidentiality), and 14.22 (Mobile-Sierra) of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein.

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

7. Governing Law, Jurisdiction, Waiver of Jury Trial.
(a) Governing Law. This Assignment Agreement and the rights and duties of the Parties under this Assignment Agreement will be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to conflicts of law principles.
(b) Jurisdiction. All judicial proceedings arising out of or relating to this Assignment Agreement and involving J. Aron shall be brought exclusively in a federal court in the County of Los Angeles in the State of California to the maximum extent permitted by federal jurisdiction and otherwise in any court within the County of Los Angeles with jurisdiction over the matter, and each Party consents to such jurisdiction.

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

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

Resolution No. 2026-006

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

8. Forward Contract. The Parties acknowledge and agree that this Agreement constitutes a “forward contract” and that the Parties shall constitute “forward contract merchants” within the meaning of the United States Bankruptcy Code.
[Remainder of Page Intentionally Blank]
Resolution No. 2026-006

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IN WITNESS WHEREOF, the Parties have executed this Limited Assignment Agreement (Desert Harvest—[Burbank][Vernon]) effective as of the date first set forth above.

DESERT HARVEST II LLC
By:

Name:

Title:

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:

Name:

Title:

J. ARON & COMPANY LLC
By:

Name:

Title:

Resolution No. 2026-006

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Appendix 1
Assigned Rights and Obligations
“PPA” means that certain Power Purchase Agreement dated February 26, 2018, by and between Desert Harvest II LLC and Southern California Public Power Authority, as amended from time to time.
“Assignment Period” means the period beginning on [⚫] and extending until [⚫], provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 of the Assignment Agreement and (ii) the end of either the Delivery Term under the PPA or the PPA; provided that applicable provisions of this Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obligations or responsibilities of the Parties arising prior to the termination.
“Assigned Product” includes (1) [31.42857%][17.14286%] of Facility Energy during the Assignment Period; and (2) Environmental Attributes associated with such [31.42857%][17.14286%] of Facility Energy transferred during the Assignment Period; provided, however that the following are expressly excluded from Assigned Products and any and all rights and obligations with respect to the following shall remain with the PPA Buyer: (i) [68.57143%][82.85714%] of Facility Energy not subject to this Agreement; (ii) Environmental Attributes associated with such [68.57143%][82.85714%] of Facility Energy not subject to this Agreement; (iii) Capacity Rights and (iv) any other capacity, products, services and/or attributes which are or can be produced by or associated with the Facility.

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

Resolution No. 2026-006

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Appendix 2
Assigned Prepay Quantity
[NOTE: To be set forth in a monthly volume schedule.]
Resolution No. 2026-006

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Appendix 3
Form of GSG Guaranty
DATE
NAME

ADDRESS
Attention:

Ladies and Gentlemen:

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

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

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

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

The Guarantor may not assign its rights nor delegate its obligations under this Guaranty, in whole or in part, without prior written consent of the Counterparty, and any purported Resolution No. 2026-006

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assignment or delegation absent such consent is void, except for (i) an assignment and delegation of all of the Guarantor’s rights and obligations hereunder in whatever form the Guarantor determines may be appropriate to a partnership, corporation, trust or other organization in whatever form that succeeds to all or substantially all of the Guarantor’s assets and business and that assumes such obligations by contract, operation of law or otherwise, and (ii) the Guarantor may transfer this Guaranty or any interest or obligation of the Guarantor in or under this Guaranty, or any property securing this Guaranty, to another entity as transferee as part of the resolution, restructuring or reorganization of the Guarantor upon or following the Guarantor becoming subject to a receivership, insolvency, liquidation, resolution or similar proceeding. Upon any such delegation and assumption or transfer of obligations, the Guarantor shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption or transfer.

THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN

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

GUARANTOR AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS

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

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

Very truly yours,
THE GOLDMAN SACHS GROUP, INC.

By:

Authorized Officer
Resolution No. 2026-006

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LIMITED ASSIGNMENT AGREEMENT
(BP ENERGY COMPANY—VERNON/SCPPA)
This Limited Assignment Agreement (BP ENERGY COMPANY—Vernon/SCPPA) (this “Assignment Agreement”) is entered into as of [⚫] by and among BP Eenrgy Company, a Delaware corporation (“PPA Seller”); The City of Vernon, a chartered California municipal corporation(“Vernon” or “PPA Buyer”); and the Southern California Public Power Authority, a public entity and joint powers authority formed and organized pursuant to the California Joint Exercise of Powers Act (California Government Code section 6500, et seq.) (“SCPPA”). This Assignment Agreement relates to that certain confirmation letter (“Confirmation”) entered into by and between Vernon and PPA Seller on September 16, 2025, as amended from time to time, which supplements, forms a part of and is subject to that certain Western Systems Power Pool Agreement, dated October 31, 2024, by and between PPA Buyer and PPA Seller, as amended from time to time (“Master Agreement”) (the Confirmation and the Master Agreement, collectively the “PPA”), and to the Limited Assignment Agreement (BP Energy Company—SCPPA/J. Aron) of even date herewith (the “SCPPA Assignment Agreement”) among PPA Seller, SCPPA and J.

Aron & Company LLC, a New York limited liability company (“J. Aron”), further transferring the rights and obligations assigned, transferred, and conveyed hereby. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Assignment Agreement have the meanings set forth in the PPA.

In consideration of the mutual covenants and agreements herein set forth, PPA Seller, Vernon, and SCPPA (the “Parties” hereto; each is a “Party”) agree as follows:

1. Limited Assignment.
(a) Effective on the date on which this Assignment Agreement is fully executed by the Parties (“Effective Date”), Vernon hereby assigns, transfers, and conveys to SCPPA, and SCPPA hereby accepts and assumes, all of Vernon’s right, title and interest in and to its rights under the PPA to receive delivery of the products described in Appendix 1 (“Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights are further limited or described in the “Further Information/Limitations” section on Appendix 1 (the “Assigned Product Rights”) and subject to the following additional terms of this Section 1.
(b) Vernon hereby delegates to SCPPA the obligation to purchase the Assigned Products and pay the APC Contract Price (as defined in Appendix 1) for all Assigned Products that are actually delivered to or for the account of SCPPA or its assigns pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered Product Payment Obligation” and, together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”), provided that the CAISO Credit (as defined in the Confirmation) shall be deemed credited to Vernon for SCPPA’s payment of actually delivered Assigned Products, and provided further that the Parties acknowledge and agree that PPA Seller will be obligated to deliver a single, consolidated invoice to Vernon during the Assignment Period and shall simultaneously deliver copies thereof to J. Aron and SCPPA. Vernon expressly retains all of its other rights and obligations under the PPA.

Vernon agrees that it will remain responsible for all payments due to PPA Seller pursuant

EXHIBIT E
Resolution No. 2026-006

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to the Delivered Product Payment Obligation within two (2) Business Days (as defined in the Master Agreement) of receiving notice (as provided in Section 22.1(a) of the Master Agreement) of non-payment from PPA Seller.
(c) All scheduling of Assigned Products under the PPA shall continue to take place between Vernon and PPA Seller pursuant to the terms of the PPA; provided that (i) title to Assigned Products will pass from PPA Seller to SCPPA or its assigns upon PPA Seller’s delivery of Project Energy in accordance with the PPA; (ii) Vernon will provide copies to SCPPA and its assigns of any notice of an Uncontrollable Force (as defined in the PPA) event or an Event of Default or default, breach, or other occurrence that if not cured within the applicable grace period could result in an Event of Default, which must be provided contemporaneously with any delivery of such Notice to PPA Seller and, as applicable, any collateral assignee or promptly after receipt thereof from PPA Seller; (iii) PPA Seller will provide copies to SCPPA and its assigns of all invoices and supporting data that it provides to Vernon pursuant to Section 9 of the Master Agreement and Sections 15, 26, and 28 of the Confirmation, provided that any payment adjustments or subsequent reconciliations occurring after the date that is ten (10) days prior to the payment due date for an invoice will be resolved solely between Vernon and PPA Seller, and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to SCPPA or its assigns; and (iv) Vernon and PPA Seller, as applicable, will provide copies to SCPPA and its assigns of any other information reasonably requested by SCPPA or its assigns relating to Assigned Products.
(d) PPA Seller hereby consents and agrees to the assignment, transfer, conveyance and delegation described in clauses (a) and (b) above, and SCPPA accepts the same, subject to the terms and limitations of this Assignment Agreement. (e) The “Assigned Prepay Quantity” set forth in Appendix 2 relates to rights and obligations by and among J. Aron, SCPPA, and Vernon and, except as otherwise expressly set forth herein, has no impact on PPA Seller’s rights and obligations under the PPA.

2. Assignment Early Termination.
(a) The Assignment Period shall terminate early upon the occurrence of any of the following:
(1) delivery of a written Notice of termination by either Vernon or SCPPA to each of the other Parties hereto;
(2) delivery of a written Notice of termination by PPA Seller to Vernon, SCPPA, and J. Aron following any failure to pay when due any amounts owed to PPA Seller pursuant to the Delivered Product Payment Obligation, and such failure continues for two (2) Business Days (as defined in the Master Agreement) following the receipt of notice from PPA Seller pursuant to Section 22.1(a) of the Master Agreement;
(3) delivery of a written Notice by PPA Seller or Vernon to each of the other Parties to this Agreement and J. Aron if any of the events described in Section 22.1(c) of Resolution No. 2026-006

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the Master Agreement occurs with respect to SCPPA or J. Aron as though SCPPA or J. Aron were a party to the PPA; or
(4) delivery of a written Notice by SCPPA or Vernon to each of the other Parties to this Agreement and J. Aron if any of the events described in Section 22.1(c) of the Master Agreement occurs with respect to PPA Seller. (b) In the event of an early termination pursuant to Section 2(a), the Assignment Period will end at the end of the last delivery hour on the date specified in the termination Notice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such Notice is delivered if termination is pursuant to clause 2(a)(1) above. All Assigned Rights and Obligations shall immediately revert to Vernon, without further action by the Parties, upon the early termination of the Assignment Period, provided that (i) SCPPA and its assigns shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period. (c) The Assignment Period will automatically terminate upon (i) the early termination of the PPA or (ii) the termination of the SCPPA Assignment Agreement, and, in each case, all Assigned Rights and Obligations shall immediately revert to Vernon, without further action by the Parties, upon the early termination of the PPA or the SCPPA Assignment Agreement, as applicable, provided that (i) SCPPA and its assigns shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.

3. Representations and Warranties. PPA Seller and Vernon represent and warrant to SCPPA and its assigns that (a) the PPA is in full force and effect; (b) no known event or circumstance presently exists that would give either PPA Seller or Vernon the right to terminate the PPA or suspend performance thereunder; and (c) all of their respective obligations under the PPA required to be performed on or before the date hereof have been fulfilled. PPA Seller further represents to Vernon, SCPPA, and its assigns that it has secured all known consents to this Assignment Agreement that may be required by the PPA, any agreement referenced therein, or any assignment of its rights thereunder.

4. Miscellaneous. Sections 11 (Waivers), 21.1 (Liability and Damages), , 39 (Amendments) (provided that no consent or approval by SCPPA shall be required in order to amend the PPA), 40 (Execution by Counterparts) of the Master Agreement and Section 18 of the Confirmation (Governing Law) are incorporated by reference into this Assignment Agreement, mutatis mutandis, as if fully set forth herein. For the avoidance of doubt, J.Aron shall be a “SCPPA Resolution No. 2026-006

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assign” upon execution and delivery of the SCPPA Assignment Agreement for the duration of the Assignment Period.

5. Notices. Any notice, demand, or request required or authorized by this Assignment Agreement to be given by one Party to another Party shall be in writing and shall either be sent by email transmission (to the extent the intended receiving Party has provided an email address for notices sent pursuant to this Section 5), courier, or personal delivery (including overnight delivery service) to each of the notice recipients and addresses (including email addresses, if applicable) specified in this Section 5 for the receiving Party. Any such notice, demand, or request shall be deemed to be given (a) when actually received if delivered by email transmission or (b) when actually received if delivered by courier or personal delivery (including overnight delivery service). Each Party shall have the right, upon ten (10) days’ prior written notice to the other Parties, to change its list of notice recipients and addresses set forth below.

If to SCPPA:

Southern California Public Power Authority
Attention: Executive Director
1160 Nicole Court
Glendora, CA 91740
Email: [email protected]
If to J. Aron:

J. Aron & Company LLC
200 West Street
New York, New York 10282-2198
Email: [email protected]
If to Vernon:
[⚫]
If to PPA Seller:
[⚫]

6. Governing Law, Jurisdiction, and Waiver of Jury Trial. (a) Governing Law. This Assignment Agreement and the rights and duties of the Parties under this Assignment Agreement shall be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to conflicts of law principles.
(b) Jurisdiction. The Parties agree that any litigation arising out of or relating to this Assignment Agreement shall be brought exclusively in a state or federal court located in the County of Orange in the State of California, and each Party consents to such Resolution No. 2026-006

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jurisdiction. The Parties irrevocably agree to submit to such exclusive jurisdiction and waive any defense of forum non conveniens.
(c) Waiver of Right to Jury Trial. Each Party waives, to the fullest extent permitted by applicable law and provided in the PPA for disputes thereunder, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Assignment Agreement.

7. Further Assignments. Except as provided in the SCPPA Assignment Agreement, SCPPA and J. Aron are prohibited from further transferring to third parties the rights and obligations assigned, transferred, and conveyed hereby without first obtaining the express, written approval of Pasedena and PPA Seller.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the Parties have executed this Limited Assignment Agreement (BP Energy Company—Vernon/SCPPA) effective as of the date first set forth above.

BP ENERGY COMPANY
By:

Name:

Title:

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:

Name:

Title:

THE CITY OF VERNON
By:

Name:

Title:

Resolution No. 2026-006

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APPENDIX 1
Assignment Schedule
APC Contract Price: Energy Price + REC Price.

Assignment Period: The period beginning on the Effective Date of this Assignment Agreement and extending through and until December 31, 2035, provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 of the Assignment Agreement and (ii) the end of the Delivery Term under the PPA; provided that applicable provisions of this Assignment Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obligations, or responsibilities of the Parties arising prior to the termination.

Assigned Products: (1) Project Energy delivered during the Assignment Period; and (2) Green Attributes (including but not limited to Portfolio Content Category 1 RECs) associated with such Project Energy transferred during the Assignment Period.

Further Information/Limitations: PPA Seller shall continue to transfer WREGIS Certificates associated with all Green Attributes corresponding to all Project Energy under the PPA to Vernon, provided that the transferee of such WREGIS Certificates may be changed from time to time in accordance with written instructions from Vernon (i) upon twenty (20) Business Days’ Notice and (ii) subject to the new transferee’s prior written consent, which change shall be effective as of the first day of the next calendar month, unless otherwise agreed. All Assigned Products delivered by PPA Seller to SCPPA and its assigns shall be a sale made at wholesale, with SCPPA and its assigns reselling all such Assigned Products.

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APPENDIX 2
Assigned Prepay Quantity
[NOTE: To be set forth in a monthly volume schedule.]
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LIMITED ASSIGNMENT AGREEMENT
(BP ENERGY COMPANY—SCPPA/J. ARON)
This Limited Assignment Agreement (BP Energy Company—SCPPA/J. Aron) (this “Assignment Agreement”) is entered into as of [⚫] by and among BP Energy Company, a Delaware corporation (“PPA Seller”), the Southern California Public Power Authority, a public entity and joint powers authority formed and organized pursuant to the California Joint Exercise of Powers Act (California Government Code section 6500, et seq.) (“SCPPA”), and J. Aron & Company LLC, a New York limited liability company (“J. Aron”). This Assignment Agreement relates to that certain confirmation letter (“Confirmation”) entered into by and between The City of Vernon, a chartered California municipal corporation (“Vernon” or “PPA Buyer”), and PPA Seller on September 16, 2025, as amended from time to time, which supplements, forms a part of and is subject to that certain Western Systems Power Pool Agreement, dated October 31, 2024, by and between PPA Buyer and PPA Seller, as amended from time to time (“Master Agreement”) (the Confirmation and the Master Agreement, collectively the “PPA”) and to the Limited Assignment Agreement (BP Energy Company—Vernon/SCPPA) of even date herewith (the “Vernon Assignment Agreement”) among PPA Seller, SCPPA and Vernon, transferring to SCPPA the rights and obligations assigned, transferred, and conveyed hereby. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Assignment Agreement have the meanings set forth in the PPA.

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

1. Limited Assignment.
(a) Effective on the date on which this Assignment Agreement is fully executed by the Parties, SCPPA hereby assigns, transfers and conveys to J. Aron, and J. Aron hereby accepts and assumes, all of SCPPA’s right, title and interest in and to its rights under the Vernon Assignment Agreement to receive delivery of the products described in Appendix 1 (“Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights are limited and further described in Section 1 of the Vernon Assignment Agreement and Appendix 1 to the Vernon Assignment (the “Assigned Product Rights”). All Assigned Products shall be delivered pursuant to the terms and conditions of this Assignment Agreement during the Assignment Period as defined in Appendix 1. All other rights of Vernon under the PPA are expressly reserved for Vernon as provided in the Vernon Assignment Agreement.
(b) SCPPA hereby delegates to J. Aron, and J. Aron assumes, the obligation to purchase the Assigned Products and pay the APC Contract Price (as defined in Appendix 1) for all Assigned Products that are actually delivered to or for the account of J. Aron pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered Product Payment Obligation” and, together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”), provided that the CAISO Credit (as defined in the Confirmation) shall be deemed credited to SCPPA for J. Aron’s payment of actually

EXHIBIT F
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delivered Assigned Products, and provided further that the Parties acknowledge and agree that PPA Seller will be obligated to deliver a single, consolidated invoice to Vernon during the Assignment Period and shall deliver simultaneously copies thereof to J. Aron and SCPPA. All other rights and obligations of Vernon under the PPA are expressly retained by Vernon as provided in the Vernon Assignment Agreement. The Parties acknowledge that, to the extent J. Aron fails to pay for any Assigned Products by the due date for payment set forth in the PPA, Vernon has agreed in the Vernon Assignment Agreement that it will remain responsible for all payments due to PPA Seller pursuant to the Delivered Product Payment Obligation within two (2) Business Days (as defined in the Master Agreement) of receiving notice (as provided in Section 22.1(a) of the Master Agreement) of non-payment from PPA Seller.
(c) All scheduling of Assigned Products under the PPA shall continue to take place between Vernon and PPA Seller pursuant to the terms of the PPA and the Vernon Assignment Agreement; provided that (i) title to Assigned Products will pass from PPA Seller to J.

Aron upon PPA Seller’s delivery of Project Energy in accordance with the PPA; (ii) Vernon will provide copies to J. Aron as SCPPA’s assignee of any notice of an Uncontrollable Force (as defined in the PPA) event or an Event of Default or default, breach, or other occurrence that if not cured within the applicable grace period could result in an Event of Default, which must be provided contemporaneously with any delivery of such Notice to PPA Seller and, as applicable, any collateral assignee or promptly after receipt thereof from PPA Seller; (iii) PPA Seller will provide copies to J.

Aron of all invoices and supporting data that it provides to Vernon pursuant to Section 9 of the Master Agreement and Sections 15, 26, and 28 of the Confirmation, provided that any payment adjustments or subsequent reconciliations occurring after the date that is ten (10) days prior to the payment due date for an invoice will be resolved solely between Vernon and PPA Seller, and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to J. Aron; and (iv) Vernon and PPA Seller, as applicable, will provide copies to J. Aron of any other information reasonably requested by J. Aron relating to Assigned Products.
(d) PPA Seller acknowledges that (i) the Assigned Products will be re-delivered through one or more intermediaries, including SCPPA, to Vernon; and (ii) in the event that Vernon fails to pay SCPPA for any Assigned Products, the receivables owed by Vernon to SCPPA for such Assigned Products (“Vernon Receivables”) may be transferred to J.

Aron. To the extent any such Vernon Receivables are transferred to J. Aron, J. Aron may transfer such Vernon Receivables to PPA Seller and apply the face amount thereof as a reduction to any Delivered Product Payment Obligation. Thereafter, PPA Seller shall be entitled to pursue collection on such Vernon Receivables directly against Vernon.

Provided, however, that upon payment to PPA Seller of any such amounts by either J.

Aron, SCPPA or Vernon then PPA Seller shall no further claim for such amounts. (e) Each of SCPPA and PPA Seller hereby consents and agrees to the assignment, transfer, conveyance and delegation described in clauses (a) and (b) above, and J. Aron hereby accepts the same, subject to the terms and limitations of this Assignment Agreement.

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(f) The “Assigned Prepay Quantity” set forth in Appendix 2 relates to rights and obligations by and among J. Aron, SCPPA, and Vernon and, except as otherwise expressly set forth herein, has no impact on PPA Seller’s rights and obligations under the PPA.

2. Assignment Early Termination.
(a) The Assignment Period shall terminate early upon the occurrence of any of the following:
(1) delivery of a written Notice of termination by either J. Aron or SCPPA to each of the other Parties hereto;
(2) delivery of a written Notice of termination by PPA Seller to J. Aron and SCPPA following any failure to pay when due any amounts owed to PPA Seller pursuant to the Delivered Product Payment Obligation, and such failure continues for two (2) Business Days (as defined in the Master Agreement) following the receipt of notice from PPA Seller pursuant to Section 22.1(a) of the Master Agreement; (3) delivery of a written Notice by PPA Seller or SCPPA to each of the other Parties to this Agreement if any of the events described in Section 22.1(c) of the Master Agreement occurs with respect to SCPPA, J. Aron as though SCPPA, J. Aron were a party to the PPA; or
(4) delivery of a written Notice by J. Aron or SCPPA to each of the other Parties to this Agreement if any of the events described in Section 22.1(c) of the Master Agreement occurs with respect to PPA Seller.
(b) In the event of an early termination pursuant to Section 2(a), the Assignment Period will end at the end of the last delivery hour on the date specified in the termination Notice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such Notice is delivered if termination is pursuant to clause 2(a)(1) above. All Assigned Rights and Obligations shall immediately revert to Vernon, without further action by the Parties, upon the early termination of the Assignment Period, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period. (c) The Assignment Period will automatically terminate upon (i) the early termination of the PPA or (ii) the termination of the Vernon Assignment Agreement, and, in each case, all Assigned Rights and Obligations shall immediately revert to Vernon, without further action by the Parties, upon the early termination of the PPA or the SCPPA Assignment Agreement, as applicable, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Products delivered to J. Aron or for the benefit of J Aron by PPA Seller prior to the end of the Assignment Resolution No. 2026-006

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Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.

3. Representations and Warranties. PPA Seller represents and warrants to J. Aron that (a) the PPA is in full force and effect; (b) no known event or circumstance presently exists that would give either PPA Seller or Vernon the right to terminate the PPA or suspend performance thereunder; and (c) all of its respective obligations under the PPA required to be performed on or before the date hereof have been fulfilled. PPA Seller further represents to SCPPA and J. Aron that it has secured all known consents to this Assignment Agreement that may be required by the PPA, any agreement referenced therein, or any assignment of its rights thereunder.

4. Miscellaneous. Sections 11 (Waivers), 21.1 (Liability and Damages), 39 (Amendment) (provided that no consent or approval by SCPPA or J. Aron shall be required in order to amend the PPA), and 40 (Execution by Counterparts) of the Master Agreement and Section 18 of the Confirmation (Governing Law) are incorporated by reference into this Assignment Agreement, mutatis mutandis, as if fully set forth herein; provided that the incorporation of Section 21.1 (Liability and Damages) by reference into this Agreement shall not limit any Party’s right to recover damages under any express indemnity provisions set forth in this Agreement.

5. Limited Obligation. Notwithstanding anything to the contrary herein, all obligations of SCPPA under this Assignment 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 [⚫], between SCPPA and U.S.

Bank Trust Company, National Association, 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 Assignment Agreement or the PPA. Neither the faith and credit of SCPPA nor the taxing power of the State of California or any political subdivision thereof is pledged to payments pursuant to this Assignment Agreement or the PPA.

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 Assignment Agreement or the PPA, 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.

6. Notices. Any notice, demand, or request required or authorized by this Assignment Agreement to be given by one Party to another Party shall be in writing and shall either be sent by email transmission (to the extent the intended receiving Party has provided an email address for notices sent pursuant to this Section 5), courier, or personal delivery (including overnight delivery service) to each of the notice recipients and addresses (including email addresses, if applicable) specified in this Section 5 for the receiving Party. Any such notice, demand, or request shall be deemed to be given (a) when actually received if delivered by email transmission or (b) when actually received if delivered by courier or personal delivery (including overnight delivery service). Each Party shall have the right, upon ten (10) days’ prior written notice to the other Party, to change its Resolution No. 2026-006

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list of notice recipients and addresses set forth below. Notwithstanding the foregoing, any Party may at any time notify the other Parties that any notice, demand or request to it must be provided by email transmission for a specified period of time or until further notice, and any communications delivered by means other than email transmission during the specified period of time shall be ineffective
If to PPA Seller:
[⚫]
If to SCPPA:

Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740
Email: [email protected]
If to J. Aron:

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

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

Stay Protocol, the ISDA U.S. Stay Protocol will prevail. (b) As between J. Aron and PPA Seller:
(i) In the event that J. Aron becomes subject to a proceeding under (A) the Federal Deposit Insurance Act and the regulations promulgated thereunder or (B) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “U.S. Special Resolution Regime”), the transfer from J. Aron of this Agreement, and any interest and obligation in or under, and any property securing, this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any interest and obligation in or under, and any property securing, this Agreement were governed by the laws of the United States or a state of the United States. (ii) In the event that J. Aron or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81,

47.2 or 382.1, as applicable (“Default Right”)) under this Agreement that may be exercised Resolution No. 2026-006

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against J. Aron are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. (iii) Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry into Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement, J. Aron and PPA Seller expressly acknowledge and agree that:
(1) PPA Seller shall not be permitted to exercise any Default Right with respect to this Agreement or any Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of J. Aron becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an “Insolvency Proceeding”), except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and (2) Nothing in this Agreement shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of J. Aron becoming subject to an Insolvency Proceeding, unless the transfer would result in PPA Seller being the beneficiary of such Affiliate Credit Enhancement in violation of any law applicable to PPA Seller.
(iv) U.S. Protocol. If PPA Seller adheres to the ISDA U.S. Protocol after the date of this Agreement, the terms of the ISDA U.S. Protocol will supersede and replace the terms of this Section 6(b).
(v) For purposes of this Section 6(b):
(1) “Affiliate” is defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); and
(2) “Credit Enhancement” means any credit enhancement or credit support arrangement in support of the obligations of J. Aron under or with respect to this Agreement, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.

7. Governing Law, Jurisdiction; Waiver of Jury Trial; Limited Obligation. (a) Governing Law. This Assignment Agreement and the rights and duties of the Parties under this Assignment Agreement shall be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to conflicts of law principles.
(b) Jurisdiction. All judicial proceedings arising out of or relating to this Assignment Agreement and involving J. Aron shall be brought exclusively in a federal court in the County of Orange in the State of California to the maximum extent permitted by federal Resolution No. 2026-006

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jurisdiction and otherwise in any court within the County of Orange with jurisdiction over the matter, and each Party consents to such jurisdiction.

All judicial proceedings arising out of or relating to this Assignment Agreement and only involving SCPPA and PPA Seller shall be brought in the Superior Court for the county of Orange, California.

The Parties irrevocably agree to submit to the exclusive jurisdiction of such courts in the State of California and waive any defense of forum non conveniens. (c) Waiver of Right to Jury Trial. Each Party waives, to the fullest extent permitted by applicable law and provided in the PPA for disputes thereunder, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Assignment Agreement.

9. Further Assignments. Except as provided in this Assignment Agreement, SCPPA and J. Aron are prohibited from further transferring to third parties the rights and obligations assigned, transferred, and conveyed hereby without first obtaining the express, written approval of Vernon and PPA Seller.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the Parties have executed this Limited Assignment Agreement (BP Energy Company—SCPPA/J. Aron) effective as of the date first set forth above.

BP ENERGY COMPANY
By:

Name:

Title:

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:

Name:

Title:

J. ARON & COMPANY LLC
By:

Name:

Title:

Resolution No. 2026-006

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APPENDIX 1
Assignment Schedule
APC Contract Price: Energy Price + REC Price.

Assignment Period: The period beginning on the Effective Date of this Assignment Agreement] and extending through and until December 31, 2035, provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 of the Assignment Agreement and (ii) the end of the Delivery Term under the PPA; provided that applicable provisions of this Assignment Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obligations, or responsibilities of the Parties arising prior to the termination.

Assigned Products: (1) Project Energy delivered during the Assignment Period; and (2) Green Attributes (including but not limited to Portfolio Content Category 1 RECs) associated with such Project Energy transferred during the Assignment Period.

Further Information/Limitations: PPA Seller shall continue to transfer WREGIS Certificates associated with all Green Attributes corresponding to all Project Energy under the PPA to Vernon, provided that the transferee of such WREGIS Certificates may be changed from time to time in accordance with written instructions from Vernon (i) upon twenty (20) Business Days’ Notice and (ii) subject to the new transferee’s prior written consent, which change shall be effective as of the first day of the next calendar month, unless otherwise agreed. All Assigned Products delivered by PPA Seller to SCPPA and its assigns shall be a sale made at wholesale, with SCPPA and its assigns reselling all such Assigned Products.

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APPENDIX 2
Assigned Prepay Quantity
[NOTE: To be set forth in a monthly volume schedule.]
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SM Draft 26 January 2026
CLEAN ENERGY PURCHASE CONTRACT1
between

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
and
[____]
Dated as of [_____], 2026
1 NTD: To streamline negotiations, we have created a generic form for review and comment by the working group. Once agreed upon, we will replicate this for each of the four Project Participants.

EXHIBIT G
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-iTABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS ........................................................................................................2 Section 1.1 Defined Terms ................................................................................................2 Section 1.2 Definitions; Interpretation.............................................................................13 ARTICLE II. DELIVERY PERIOD; NATURE OF CLEAN ENERGY PROJECT II; CONDITION PRECEDENT...................................................................13 Section 2.1 Delivery Period .............................................................................................13 Section 2.2 Condition Precedent......................................................................................14 Section 2.3 Pledge of this Agreement..............................................................................14 ARTICLE III. SALE AND PURCHASE; PRICING...............................................................14 Section 3.1 Sale and Purchase of Product........................................................................14 Section 3.2 Purchaser Payments......................................................................................14 Section 3.3 Annual Refund..............................................................................................15 Section 3.4 Reset Period Remarketing.............................................................................16 Section 3.5 Limited Obligation to Take Base Quantities ................................................17 Section 3.6 Partial Suspension of Issuer Assigned PPA PSAs........................................17 ARTICLE IV. FAILURE TO SCHEDULE PRODUCT .........................................................17 Section 4.1 Issuer’s Failure to Schedule Base Quantity (Not Due to Force Majeure)........................................................................................................17 Section 4.2 Purchaser’s Failure to Schedule or Receive Base Quantities (Not Due to Force Majeure)..................................................................................18 Section 4.3 Assigned Product ..........................................................................................18 Section 4.4 Sole Remedies...............................................................................................18 ARTICLE V. DELIVERY POINTS; SCHEDULING .............................................................18 Section 5.1 Delivery Points..............................................................................................18 Section 5.2 Transmission and Scheduling .......................................................................19 Section 5.3 Title and Risk of Loss...................................................................................19 Section 5.4 Communications Protocol.............................................................................19 Section 5.5 Deliveries within CAISO or another Balancing Authority...........................20 Resolution No. 2026-006

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-iiSection 5.6 Assigned Products.........................................................................................20 ARTICLE VI. ASSIGNMENT OF POWER PURCHASE AGREEMENTS........................20 Section 6.1 Assignments Generally .................................................................................20 Section 6.2 Failure to Obtain EPS Compliant Energy.....................................................22 Section 6.3 Early Termination of Assignment Periods and Updates to Exhibits ............22 Section 6.4 J. Aron Non-Payment to APC Party .............................................................23 ARTICLE VII. USE OF PRODUCT .........................................................................................24 Section 7.1 Tax Exempt Status of the Bonds...................................................................24 Section 7.2 Priority Products ...........................................................................................24 Section 7.3 Assistance with Sales to Third Parties..........................................................24 Section 7.4 Qualifying Use ..............................................................................................25 Section 7.5 Remediation ..................................................................................................25 Section 7.6 Remediation; Ledger Entries; Redemption...................................................26 ARTICLE VIII. REPRESENTATIONS AND WARRANTIES; ADDITIONAL COVENANTS ................................................................................................27 Section 8.1 Representations and Warranties....................................................................27 Section 8.2 Warranty of Title...........................................................................................28 Section 8.3 Disclaimer of Warranties..............................................................................28 Section 8.4 Continuing Disclosure ..................................................................................28 ARTICLE IX. TAXES.................................................................................................................28 ARTICLE X. JURISDICTION ..................................................................................................29 ARTICLE XI. FORCE MAJEURE...........................................................................................29 Section 11.1 Applicability of Force Majeure.....................................................................29 Section 11.2 Settlement of Labor Disputes........................................................................30 ARTICLE XII. GOVERNMENTAL RULES AND REGULATIONS...................................30 Section 12.1 Compliance with Laws .................................................................................30 Section 12.2 Contests.........................................................................................................30 Section 12.3 Defense of Agreement ..................................................................................30 Resolution No. 2026-006

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-iiiARTICLE XIII. ASSIGNMENT................................................................................................30 ARTICLE XIV. PAYMENTS.....................................................................................................31 Section 14.1 Monthly Statements......................................................................................31 Section 14.2 Payments.......................................................................................................32 Section 14.3 Payment of Disputed Amounts.....................................................................33 Section 14.4 Late Payment ................................................................................................33 Section 14.5 Audit; Adjustments.......................................................................................33 Section 14.6 Netting; No Set-Off.......................................................................................34 Section 14.7 Source of Purchaser’s Payments...................................................................34 Section 14.8 Rate Covenant...............................................................................................34 Section 14.9 Pledge of Utility Revenues ...........................................................................35 Section 14.10 Financial Responsibility................................................................................35 ARTICLE XV. [RESERVED]....................................................................................................35 ARTICLE XVI. NOTICES.........................................................................................................35 ARTICLE XVII. DEFAULT; REMEDIES; TERMINATION...............................................36 Section 17.1 Issuer Default................................................................................................36 Section 17.2 Purchaser Default..........................................................................................36 Section 17.3 Remedies Upon Default................................................................................37 Section 17.4 Termination of Master Power Supply Agreement; Failed Bond Remarketing..................................................................................................38 Section 17.5 Limitation on Damages.................................................................................38 ARTICLE XVIII. MISCELLANEOUS.....................................................................................39 Section 18.1 Indemnification Procedure............................................................................39 Section 18.2 Deliveries......................................................................................................39 Section 18.3 Entirety; Amendments..................................................................................40 Section 18.4 Governing Law .............................................................................................40 Section 18.5 Non-Waiver...................................................................................................40 Section 18.6 Severability ...................................................................................................40 Section 18.7 Exhibits.........................................................................................................40 Section 18.8 Winding Up Arrangements...........................................................................40 Section 18.9 Relationship of Parties..................................................................................41 Resolution No. 2026-006

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-ivSection 18.10 Immunity.......................................................................................................41 Section 18.11 Rates and Indices ..........................................................................................41 Section 18.12 Limitation of Liability...................................................................................41 Section 18.13 Counterparts..................................................................................................41 Section 18.14 Third Party Beneficiaries; Rights of Trustee ................................................41 Section 18.15 Waiver of Defenses.......................................................................................42 Section 18.16 Rate Changes ................................................................................................42 Exhibit A-1 — Base Quantities; Base Delivery Points; Commodity Reference Prices Exhibit A-2 — Assigned Rights and Obligations
Exhibit B — Notices
Exhibit C — Remarketing Election Notice
Exhibit D — Form of Federal Tax Certificate
Exhibit E — Purchaser’s Opinion of Counsel
Exhibit F — Forms of Issuer Assignment Agreement and Purchaser Assignment Agreement Exhibit G — Communications Protocol
Exhibit H — Pricing and Other Terms
Exhibit I — Form of Remediation Certificate
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CLEAN ENERGY PURCHASE CONTRACT
This Clean Energy Purchase Contract (this “Agreement”) is made and entered into as of [_____], 2026 (the “Execution Date”), by and between Southern California Public Power Authority, a joint powers authority organized pursuant to the laws of the State of California (“Issuer”) and [____], [___________] (“Purchaser”).

W I T N E S S E T H:

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

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

ARTICLE I.

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

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“Assigned PAYGO Product” means, for any Month with respect to an Assigned PPA, the amount, if any, by which the total quantity of Assigned Product delivered under such Assigned PPA in such Month exceeds the Assigned Prepay Quantity for such Assigned PPA for such Month. For further clarity, any Assigned Products delivered during an Assignment Period that are associated with Energy delivered under the applicable Assigned PPA prior to the Assignment Period shall constitute Assigned PAYGO Product. “Assigned PPA” means any power purchase agreement (or the limited interests thereunder) that is assigned by Issuer to J. Aron pursuant to an Issuer Assignment Agreement in accordance with the terms of this Agreement. For the avoidance of doubt, if only a portion of Issuer’s right and obligation to purchase Product under a power purchase agreement is assigned to J. Aron pursuant to an Issuer Assignment Agreement, “Assigned PPA” means only the portion of such rights and obligations so assigned.
“Assigned Prepay Quantity” means, for any Month and any Assigned PPA, the quantity of Product prepaid for such Assigned PPA for such Month as set forth in Exhibit A-2 (which Exhibit A-2 is subject to adjustment under the circumstances specified in Section 6.3 and Section 7.5(c), as applicable). For the avoidance of doubt, the Parties may mutually agree in writing to modify the Assigned Prepay Quantity for an Assigned PPA for purposes of this Agreement, the Master Power Supply Agreement and the Electricity Sale and Service Agreement, (x) with the written agreement of the parties to the Master Power Supply Agreement and the Electricity Sale and Service Agreement and (y) without the agreement of the relevant APC Party and without any amendment to the related Issuer Assignment Agreement or Purchaser Assignment Agreement, as applicable.
“Assigned Product” means, as applicable, PCC1 Product, Long-Term PCC1 Product, Assigned Energy, Assigned RECs and any other Product included in an Assignment Agreement, provided that Assigned Products may not in any case include capacity. “Assigned Quantity” means, with respect to each Assigned PPA and each Month during the Assignment Period therefor, the quantity of Assigned Energy delivered pursuant to such Assigned PPA consistent with the terms of the applicable Assigned Rights and Obligations in connection with the Assigned Product during such Month. “Assigned RECs” means any RECs associated with PCC1 Product or Long-Term PCC1 Product to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.
“Assigned Rights and Obligations” has the meaning specified in Section 6.1. “Assignment Period” for any Assigned Rights and Obligations and Assigned PPA has the meaning specified in the applicable Issuer Assignment Agreement. “Available Discount Percentage” has the meaning specified in the Re-Pricing Agreement. For the avoidance of doubt, the “Available Discount Percentage” under the Re-Pricing Resolution No. 2026-006

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Agreement includes the Monthly Discount Percentage, as well as additional discounting expected to be made available through the Annual Refund.
“Balancing Authority” has the meaning specified in the CAISO Tariff. “Base Delivery Point” means (i) the CAISO delivery point set forth in Exhibit A-1 (the “Primary Delivery Point”) or (ii) any other CAISO delivery point (an “Alternate Delivery Point”) that has been mutually agreed by Issuer and Prepay LLC under the terms of the Master Power Sale Agreement and by Purchaser hereunder.
“Base Product” means Firm (LD) Energy delivered to the Base Delivery Point. “Base Quantity” means, with respect to each Delivery Hour during the Delivery Period, the Base Unadjusted Quantity for such Delivery Hour less the total of the Base Quantity Reductions for such Delivery Hour, each as set forth on Exhibit A-1, as Exhibit A-1 may be revised pursuant to Article VI; provided that, for the avoidance of doubt, there shall be no Base Quantities under this Agreement following the end of the Delivery Period. “Base Quantity Reduction” attributable to an Assigned PPA means, with respect to each Delivery Hour during the Delivery Period, the “Base Quantity Reduction” of Base Product (in MWh) for such Assigned PPA set forth for such Delivery Hour on Exhibit A-1, as Exhibit A1 may be revised pursuant to Article VI. “Base Unadjusted Quantity” means, with respect to each Delivery Hour during the Delivery Period, the “Base Unadjusted Quantity” (in MWh) set forth for such Delivery Hour on Exhibit A-1.
“Bond Closing Date” means the date on which Bonds are first issued pursuant to the Bond Indenture.
“Bond Indenture” means (i) the Trust Indenture to be entered into prior to the commencement of the Delivery Period between Issuer and the Trustee, and (ii) any trust indenture entered into in connection with the commencement of any Interest Rate Period after the initial Interest Rate Period between Issuer and the Trustee containing substantially the same terms as the indenture described in clause (i) and which is intended to replace the indenture described in clause (i) as of the commencement of such Interest Rate Period. “Bonds” means the bonds issued pursuant to the Bond Indenture. “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a Federal Reserve Bank Holiday, (iii) any other day on which commercial banks generally in either New York, New York or the State of California are authorized or required by Law to close, or (iv) any day excluded from “Business Day” as therein defined, pursuant to the Bond Indenture. “CAISO” means California Independent System Operator or its successor.

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“CAISO Tariff” means CAISO’s FERC-approved tariff, as modified, amended or supplemented from time to time.
“Calculation Agent” has the meaning specified in the Re-Pricing Agreement. “California Long-Term Contracting Requirements” means the long-term contracting requirement set forth in the Clean Energy and Pollution Reduction Act of 2015 (SB 350), as may be modified by subsequent decision of the California Energy Commission or by other Law.
“CEC” means California’s State Energy Resources Conservation and Development Commission, also known as the California Energy Commission, and any successor agency thereto. “Claiming Party” has the meaning specified in Section 11.1. “Claims” means all claims or actions, threatened or filed, that directly or indirectly relate to the indemnities provided herein, and the resulting losses, damages, expenses, attorneys’ fees, experts’ fees, and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement. “Clean Energy Project II” has the meaning specified in the recitals. “Code” means the Internal Revenue Code of 1986, as amended. “Commercially Reasonable” or “Commercially Reasonable Efforts” means, with respect to any purchase or sale or other action required to be made, attempted or taken by a Party under this Agreement, such efforts as a reasonably prudent Person would undertake for the protection of its own interest under the conditions affecting such purchase or sale or other action, including without limitation, the amount of notice of the need to take such action, the duration and type of the purchase or sale or other action, the competitive environment in which such purchase or sale or other action occurs, and the risk to the Party required to take such action. “Commodity Reference Price” means either (i) the Day-Ahead Market Price, or (ii) the Real-Time Market Price, as applicable.
“Contract Price” means (i) with respect to the Base Product and any Delivery Hour, (A) the Day-Ahead Market Price for such Delivery Hour at the Base Delivery Point less (B) the product of the Fixed Price for Base Quantities multiplied by the Monthly Discount Percentage; (ii) with respect to Assigned Prepay Quantities during the Initial Assignment Periods, (A) the applicable APC Contract Price(s) multiplied by (B) the result of 100% less the Monthly Discount Percentage, (iii) with respect to Assigned Prepay Quantities outside of the Initial Assignment Periods, (A) the APC Contract Price less (B) the product of the (x) the difference between (I) the Fixed Price for Assigned Prepay Quantities outside of the Initial Assignment Periods and (II) Resolution No. 2026-006

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$[____]/MWh2, multiplied by (y) the Monthly Discount Percentage; and (iii) with respect to Assigned PAYGO Product delivered pursuant to an Assigned PPA, the applicable contract price(s) then in effect under the applicable Assigned PPA(s) with respect to Energy. “Day” means each period of 24 consecutive Hours commencing at the Hour ending at 01:00 (LPT) through the Hour ending at 24:00 (LPT).
“Day-Ahead Average Price” means, for any Assigned Products after the Initial Assignment Periods, the result of (i) (x) the sum of the Day-Ahead Market Prices for each Pricing Interval in a Month, divided by (y) the number of Pricing Intervals in such Month; plus (ii) $[____]/MWh. As used in this definition, “Pricing Interval” means the unit of time for which CAISO establishes a separate price.
“Day-Ahead Market Price” has the meaning specified on Exhibit A-1 for each Delivery Point.
“Default Rate” means, as of any date of determination, the lesser of (a) the sum of (i) the rate of interest per annum quoted in The Wall Street Journal (Eastern Edition) under the “Money Rates” section as the “Prime Rate” for such date of determination, plus (ii) two percent per annum, or (b) if a lower maximum rate is imposed by applicable Law, such maximum lawful rate.
“Delivery Hour” has the meaning specified in Exhibit A-1. “Delivery Period” has the meaning specified in Exhibit H. “Delivery Point” means the Base Delivery Point or an Assigned Delivery Point, as applicable.
“Disqualified Sale Proceeds” has the meaning specified in Section 7.6. “Disqualified Sale Units” has the meaning specified in Section 7.6. “Electricity Sale and Service Agreement” has the meaning specified in the Master Power Supply Agreement.
“Eligible Renewable Energy Resource” has the meaning set forth in California Public Utilities Code Section 399.12 as such code provision is amended or supplemented from time to time.
2 NTD: This will be a $/MWh amount that adjusts for swap fees incurred as a result of activation of the swaps.

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“Energy” means three-phase, 60-cycle alternating current electric energy, expressed in megawatt hours.
“EPS” means California’s Emissions Performance Standards, as set forth in Sections 8340 and 8341 of the California Public Utilities Code, as implemented and amended from time to time, and any successor Law.
“EPS Compliant Energy” means Energy that Purchaser can contract for and purchase in compliance with EPS requirements that are applicable to Purchaser. “EPS Energy Period” means any Assignment Period or J. Aron EPS Energy Period. “Execution Date” has the meaning specified in the preamble. “Federal Tax Certificate” means the executed Federal Tax Certificate delivered by Purchaser in the form attached as Exhibit D.
“FERC” means the Federal Energy Regulatory Commission or any successor thereto.
“Firm (LD)” means, with respect to a Party’s obligation to sell and deliver or purchase and receive, that such Party’s liability for the failure to meet such obligation shall only be excused to the extent that, and for the period during which, such performance is prevented by Force Majeure, and that in the absence of Force Majeure, the Party to which performance of such obligation is owed shall be entitled to receive from the Party which failed to deliver/receive an amount determined pursuant to Article IV.
“Fixed Price” means $[____]/MWh with respect to Base Quantities and $[____]/MWh with respect to Assigned Prepay Quantities attributable to an Assigned PPA outside of the Initial Assignment Period therefor, which are the fixed prices under the Buyer Swap (as defined in the Master Power Supply Agreement) for such Product. “Force Majeure” means an event or circumstance which prevents one Party from performing its obligations under this Agreement, which event or circumstance was not anticipated as of the date this Agreement was executed, which is not within the reasonable control of, or the result of the negligence of, the Claiming Party, and which, by the exercise of due diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided; provided that, for the avoidance of doubt, (x) the declaration of “Force Majeure” by an APC Party under an Assigned PPA or (y) an APC Party otherwise being unable to deliver any portion of the Assigned Prepay Quantity in respect of its Assigned PPA due to an event that would be considered Force Majeure under this Agreement if it affected Issuer directly, in each case, shall constitute Force Majeure hereunder. Force Majeure shall include, provided the criteria in the first sentence are met, riot, insurrection, war, labor dispute, natural disaster, epidemic, vandalism, terrorism, sabotage. Force Majeure shall not be based on (i) the loss of Purchaser’s markets; (ii) Purchaser’s inability economically to use or resell the Product purchased hereunder; or (iii) the delay, loss or failure of Issuer’s supply other than due to force majeure declared under the Master Power Supply Resolution No. 2026-006

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Agreement or as provided in (x) or (y) above; or (iv) Issuer’s ability to sell the Product at a higher price. Neither Party may raise a claim of Force Majeure based in whole or in part on curtailment by a Transmission Provider unless (x) such Party has contracted for firm transmission with a Transmission Provider for the Product to be delivered to or received at the applicable Delivery Point and (y) such curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the Transmission Provider’s tariff; provided, however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred. Force Majeure invoked by Prepay LLC under the Master Power Supply Agreement shall constitute Force Majeure hereunder in respect of Issuer to the extent the conditions set forth above have been satisfied with respect to Prepay LLC. To the extent that an Issuer Assignment Agreement is terminated early, such termination shall constitute Force Majeure with respect to Issuer hereunder until the effectiveness of the updates to Exhibit A-1 or Exhibit A-2, as applicable, pursuant to Section 6.2.
“Government Agency” means the United States of America, any state thereof, any municipality, or any local jurisdiction, or any political subdivision of any of the foregoing, including, but not limited to, courts, administrative bodies, departments, commissions, boards, bureaus, agencies, or instrumentalities.
“Governmental Approval” means any authorization, consent, approval, license, ruling, permit, exemption, variance, order, judgment, registration, filing, giving of notice to, decree, declaration of or regulation by any Government Agency relating to the valid execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby.
“Hour” means the 60-minute period commencing at 00:00 (LPT) on first Day of the Delivery Period and ending at 01:00 (LPT) on the first Day of the Delivery Period, and each 60-minute interval thereafter. The Term “Hourly” shall be construed accordingly. “Initial Assigned Rights and Obligations” means the Assigned Rights and Obligations set forth in Exhibit A-2 hereto that have been assigned by Issuer to J. Aron in connection with the execution of this Agreement.
“Initial Assignment Periods” means the Assignment Periods for the Initial Assigned Rights and Obligations specified in Exhibit A-2 hereto as of the date hereof. “Initial Reset Period” has the meaning specified in Exhibit H. “Interest Rate Period” has the meaning specified in the Bond Indenture. “Issuer” has the meaning specified in the preamble.
“Issuer Assigned PPA” means a power purchase agreement (x) pursuant to which Issuer is the APC Party’s contractual counterparty and is purchasing EPS Compliant Energy for Resolution No. 2026-006

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redelivery to Purchaser and (y) that is assigned by Issuer to J. Aron pursuant to an Issuer Assignment Agreement in accordance with the terms of this Agreement. “Issuer Assigned PPA PSA” means any power sales agreement by and between Issuer and Purchaser that relates to an Issuer Assigned PPA. “Issuer Assignment Agreement” means, for any Assigned Rights and Obligations, an agreement among Issuer, J. Aron and the APC Party, in the form attached hereto as Exhibit F1 (with such changes thereto as may be mutually agreed upon by J. Aron, the APC Party, and Issuer, each in its sole discretion).
“Issuer Default” has the meaning specified in Section 17.1. “Issuer PPA Custodial Agreement” means that certain Custodial Agreement, dated as of [____], by and among Issuer, J. Aron, and the PPA Custodian. “ISTs” has the meaning specified in Section 5.1(a).
“J. Aron” means J. Aron & Company LLC, a New York limited liability company, and its permitted successors and assigns under an Issuer Assignment Agreement. “J. Aron EPS Energy Period” has the meaning specified in Section 6.1(c). “Law” means any statute, law, rule or regulation or any written judicial or administrative decision, ruling or interpretation with respect thereto or thereof having the effect of the foregoing enacted, promulgated, or issued by a Government Agency whether in effect as of the Execution Date or at any time during the term of this Agreement. “Long-Term PCC1 Product” means bundled renewable energy and RECs meeting the requirements of Portfolio Content Category 1, and the California Long-Term Contracting Requirements, to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.
“LPT” means the local prevailing time then in effect in the State of California. “Master Power Supply Agreement” has the meaning specified in the recitals. “Minimum Discount Percentage” has the meaning specified in Exhibit H. “Month” means a period beginning on the first Day of a calendar month and ending immediately prior to the commencement of the first Day of the next calendar month. “Monthly Discount Percentage” has the meaning specified in Exhibit H. “Municipal Utility” means any Person that (i) is a “governmental person” as defined in the implementing regulations under Section 141 of the Code and any successor provision, (ii) owns either or both a gas distribution utility or an electric distribution utility (or Resolution No. 2026-006

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provides natural gas or electricity at wholesale to, or that is sold to entities that provide natural gas or electricity at wholesale to, governmental Persons that own such utilities), and (iii) agrees in writing to use the gas or electricity purchased by it (or cause such gas or electricity to be used) for a qualifying use as defined in U.S. Treas. Reg. § 1.148-1(e)(2)(iii). “MWh” means megawatt-hour.
“Non-Priority Products” means any Products that are not Priority Products. “Party” has the meaning specified in the preamble.
“PCC1 Product” means bundled renewable energy and RECs meeting the requirements of Portfolio Content Category 1 to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.
“Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization, or Government Agency.
“Portfolio Content Category 1” or “PCC1” means any Renewable Energy Credit associated with the generation of electricity from an Eligible Renewable Energy Resource consisting of the portfolio content set forth in the California Code of Regulations, Title 20, Section 3203, as may be amended from time to time or as further defined or supplemented by Law. “Potential Remarketing Event” has the meaning specified in Section 3.4(b). “PPA Custodial Agreements” means each of the Issuer PPA Custodial Agreement and the Purchaser PPA Custodial Agreement.
“PPA Custodian” means [_______].
[“PPA Gross Payment” means a Participant Gross Payment as defined in the Purchaser PPA Custodial Agreement.]
“Primary Delivery Point” has the meaning specified in Section 5.1(a). “Prepay LLC” has the meaning stated in the recitals.
“Priority Products” means the Base Quantity and Assigned Products to be purchased by Purchaser under this Agreement, together with Products that (i) Purchaser is obligated to take under a long-term agreement, which Products either have been purchased by Purchaser or a joint action agency pursuant to a long-term prepaid power purchase agreement using the proceeds of bonds, notes, or other obligations, the interest on which is excluded from income for federal income tax purposes, or (ii) with respect to Energy, Energy that is generated using capacity that was constructed using the proceeds of bonds, notes, or other obligations, the interest on which is excluded from income for federal income tax purposes (provided that, for the avoidance of doubt, Priority Products shall not include Energy that is generated using capacity that Resolution No. 2026-006

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was wholly or partially financed through the monetization of renewable tax credits, whether such monetization is accomplished through a tax equity investment or otherwise). “Product” means Energy and, to the extent specified as an Assigned Product in Assignment Agreement, associated RECs or other products related to the foregoing. “Project Agreement” means the Project Coordination and Governance Agreement (SCPPA Clean Energy II Project), dated as [____], 2026, by and among Seller, Purchaser and the other Project Participants, providing for joint governance of the Clean Energy Project II and related matters.
“Purchaser” has the meaning specified in the preamble.
“Purchaser Assigned PPA” means a power purchase agreement (x) pursuant to which Purchaser is the APC Party’s contractual counterparty and is purchasing EPS Compliant Energy and (y) that is assigned (I) by Purchaser to Issuer pursuant to a Purchaser Assignment Agreement in accordance with the terms of this Agreement and (II) by Issuer to J. Aron pursuant to an Issuer Assignment Agreement in accordance with the terms of this Agreement. “Purchaser Assignment Agreement” means, for any Assigned Rights and Obligations arising under an Assigned PPA to which Purchaser is a party, an agreement among Issuer, Purchaser and the APC Party, in the form attached hereto as Exhibit F-2 (with such changes thereto as may be mutually agreed upon by Purchaser, the APC Party, and Issuer, each in its sole discretion).
“Purchaser Default” has the meaning specified in Section 17.2. [“Purchaser PPA Custodial Agreement” means that certain Custodial Agreement, dated as of [____], by and among Purchaser, J. Aron, and the PPA Custodian.] “Qualifying Use Requirements” means, with respect to any Product delivered under this Agreement, such Product is used (i) for a “qualifying use” as defined in U.S. Treas.

Reg. § 1.148-1(e)(2)(iii), (ii) in a manner that will not result in any “private business use” within the meaning of Section 141 of the Code, and (iii) in a manner that is consistent with the Federal Tax Certificate attached as Exhibit D.
“Re-Pricing Agreement” means the Re-Pricing Agreement, dated as of the Bond Closing Date (as defined in the Bond Indenture), by and between Prepay LLC and Issuer. “Real-Time Market Price” has the meaning specified on Exhibit A-1 for each Delivery Point.
“Remarketing Election Deadline” means, for any Reset Period, the last date and time by which the Purchaser may provide a Remarketing Election Notice as set forth in the applicable Reset Period Notice.
“Remarketing Election Notice” has the meaning specified in Section 3.4(b).

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“Renewable Energy Credit” or “REC” means a certificate of proof associated with the generation of electricity from an eligible renewable energy resource, which certificate is issued through the accounting system established by the CEC pursuant to RPS Law, evidencing that one (1) MWh of energy was generated and delivered from such eligible renewable energy resource and the “bucket” to which such energy pertains. Such certificate is a tradable environmental commodity (also known as a “green tag”) with which the owner of the REC can prove that it has purchased renewable energy.
“Replacement Assigned Rights and Obligations” means any Assigned Rights and Obligations other than the Initial Assigned Rights and Obligations. “Replacement Price” means, with respect to any Shortfall Quantity of Base Quantities and Delivery Hour and Delivery Point, the price at which Purchaser, acting in a Commercially Reasonable manner, purchases at the applicable Delivery Point Replacement Product for such Shortfall Quantity, plus (i) costs reasonably incurred by Purchaser in purchasing Replacement Product, and (ii) additional transmission charges, if any, reasonably incurred by Purchaser to the applicable Delivery Point, or at Purchaser’s option, the market price at the Delivery Point for such Product not delivered as determined by Purchaser in a Commercially Reasonable manner. The Replacement Price for any Shortfall Quantity shall not include any administrative or other internal costs incurred by Purchaser and shall be limited to a price that is Commercially Reasonable with respect to the timing and manner of purchase. In no event shall the Replacement Price include any penalties, ratcheted demand or similar charges, nor shall Purchaser be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize Issuer’s liability.
“Replacement Product” means any Energy purchased by Purchaser to replace any Shortfall Quantity at the Delivery Point where such Shortfall Quantity occurred; provided that such Energy is purchased for delivery in the Delivery Hour to which such Shortfall Quantity relates.
“Reset Period” means each “Reset Period” under the Re-Pricing Agreement. “Reset Period Notice” has the meaning specified in Section 3.4(a). “RPS Law” means the California Renewable Energy Resources Act, as implemented and amended from time to time, and any successor Law. “Schedule”, “Scheduled” or “Scheduling” means the actions of Issuer, Purchaser and/or their designated representatives, including each Party’s Transmission Providers, if applicable, of notifying, requesting and confirming to each other the quantity and type of Product to be delivered during any given portion of the Delivery Period at a specified Delivery Point. “Shortfall Quantity” has the meaning specified in Section 4.1(a). “Transmission Provider” means any entity or entities transmitting or transporting the Product on behalf of Issuer or Purchaser to or from the Delivery Point.

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“Trustee” means [______], and its successors as trustee under the Bond Indenture. “Utility Revenues” means all charges received for, and all other income and receipts derived by Purchaser from, the operation of Purchaser’s electric utility system, or arising from Purchaser’s electric utility system, including income derived from the sale or use of electric energy generated, transmitted, or distributed by any facilities of Purchaser’s electric utility system, together with any receipts derived from the sale of any property pertaining to Purchaser’s electric utility system or incidental to the operation of Purchaser’s electric utility system or from any services performed by Purchaser in connection with or incidental to Purchaser’s electric utility system, or from any other source whatsoever directly or indirectly derived from Purchaser’s electric utility system, but exclusive in every case of any moneys derived from the levy or collection of taxes upon any taxable property within the jurisdictional boundaries of Purchaser. “Voided Remarketing Election Notice” has the meaning specified in Section 3.4(b). “Western EIM” has the meaning ascribed to “Energy Imbalance Market (EIM)” under the CAISO Tariff.
“WREGIS” means the Western Renewable Energy Generation Information System or its successor.

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

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

ARTICLE II.

DELIVERY PERIOD; NATURE OF CLEAN ENERGY PROJECT II; CONDITION

PRECEDENT
Section 2.1 Delivery Period. Subject to Section 2.2, delivery of Product by Issuer to Purchaser shall commence at the beginning of the Delivery Period and, except for any Reset Period Resolution No. 2026-006

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for which a Remarketing Election Notice is in effect as provided in Section 3.4(b), shall continue throughout the Delivery Period.

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

Section 2.3 Pledge of this Agreement. Purchaser acknowledges and agrees that Issuer will pledge its right, title and interest under this Agreement during the Delivery Period and the revenues to be received under this Agreement during the Delivery Period to secure Issuer’s obligations under the Bond Indenture.

ARTICLE III.

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

Section 3.2 Purchaser Payments.
(a) For each Month for which an EPS Energy Period is in effect during the Delivery Period:
(i) Purchaser shall pay Issuer the sum, for all Assigned PPAs, of the product of the Assigned Prepay Quantities set forth in Exhibit A-2 hereto for each Month and the applicable Contract Price therefor, provided that Issuer shall owe a payment to Purchaser to the extent that the Contract Price for Assigned Prepay Quantities is negative;
(ii) Purchaser shall pay Issuer the product, for each Assigned PPA, of (A) the Assigned PAYGO Product delivered pursuant to such Assigned PPA and received by Purchaser in such Month and (B) the Contract Price for such Assigned PAYGO Product; provided that, solely with respect to Assigned PAYGO Product delivered pursuant to Purchaser Assigned PPAs, Purchaser shall owe a separate PPA Gross Payment for Resolution No. 2026-006

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each Purchaser Assigned PPA consistent with the terms of the Purchaser PPA Custodial Agreement, and, upon satisfying its obligations under the Purchaser PPA Custodial Agreement in respect of such amount (after taking into consideration any [PPA Seller Payment Obligation (as such term is defined in the PPA Custodial Agreement)] credited to Purchaser in respect thereof)], any portion of such amount attributable to Assigned PAYGO Product shall be deemed to be paid by Purchaser to the applicable APC Party on behalf of J. Aron and shall satisfy the obligations of the respective parties under each of the Electricity Sale and Service Agreement, the Master Power Supply Agreement, and this Agreement to pay for such Assigned PAYGO Product; and
(iii) to the extent that Base Quantities are delivered hereunder in any Delivery Hour in any Month during the Delivery Period, Purchaser shall pay Issuer the applicable Contract Price therefor multiplied by the Base Quantities actually delivered.
(b) The Contract Price for Assigned Energy is inclusive of any amounts due in respect of other Assigned Products; provided that, to the extent an Assigned PPA provides for the separate settlement of amounts due thereunder for (i) Assigned Energy and (ii) other Assigned Products under such Assigned PPA, such amounts will be separately settled under this Agreement and the PPA Custodial Agreements consistent with the settlement terms of the applicable Assigned PPA. For example, if (A) an Assigned PPA provides that (I) the portion of the APC Contract Price attributable to Assigned Energy is payable in the Month following delivery of such Assigned Energy and (II) the portion of the APC Contract Price attributable to Assigned RECs is payable in the Month following the delivery of the certificates that are associated with the Assigned RECs, and (B) such Assigned RECs and their associated certificates are delivered one or more Months after delivery of the associated Assigned Energy, then separate payments for such Assigned Energy and the associated Assigned RECs shall be made under this Agreement and the PPA Custodial Agreements in the respective Months following the delivery of the Assigned Energy and the associated Assigned RECs.

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

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

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Section 3.4 Reset Period Remarketing.
(a) Reset Period Notice. For each Reset Period, Issuer shall provide to Purchaser, at least ten (10) days prior to the Remarketing Election Deadline, written notice (a “Reset Period Notice”) setting forth (i) the duration of such Reset Period, (ii) the estimated Available Discount Percentage for such Reset Period, and (iii) the applicable Remarketing Election Deadline. Issuer may thereafter update such notice at any time prior to the Remarketing Election Deadline and in any such update may extend the Remarketing Election Deadline in its sole discretion.
(b) Remarketing Election. If the Reset Period Notice (or any update thereto) for any Reset Period indicates that the estimated Available Discount Percentage specified in such notice is not at least equal to the Minimum Discount Percentage for such Reset Period, then: (i) a “Potential Remarketing Event” shall be deemed to exist, and (ii) Purchaser may, not later than the Remarketing Election Deadline, issue a written notice in the form attached hereto as Exhibit C (a “Remarketing Election Notice”) to Issuer, Prepay LLC and the Trustee electing for all Base Quantities with respect to such Reset Period to be remarketed; provided, however, if the actual Available Discount Percentage, as finally determined under the Re-Pricing Agreement, is equal to or greater than the Minimum Discount Percentage, then Issuer may, in its sole discretion, elect by written notice (a “Voided Remarketing Election Notice”) to Purchaser to treat such Remarketing Election Notice as void. If Purchaser issues a valid Remarketing Election Notice (other than a Voided Remarketing Election Notice) in accordance with this Section 3.4(b) for any Reset Period, then (x) Purchaser shall have no rights or obligations to pay for or receive any Product hereunder during such Reset Period or to receive any Annual Refund attributable to such Reset Period and (y) Issuer shall exercise its right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements, as applicable, effective as of the end of the Month immediately preceding any Reset Period for which Purchaser has issued a valid Remarketing Election Notice. (c) Final Determination of Available Discount Percentage. The Parties acknowledge and agree that the final Available Discount Percentage for any Reset Period following the Initial Reset Period will be determined on the Re-pricing Date (as defined in the RePricing Agreement) for such Reset Period, and that such Available Discount Percentage may differ from the estimate or estimates of such Available Discount Percentage last provided to Purchaser prior to the Remarketing Election Deadline for such Reset Period; provided that the Available Discount Percentage for any Reset Period will not be less than the lower of (i) the last estimated Available Discount Percentage set forth in the Reset Period Notice for such Reset Period (or any update thereof) sent to Purchaser by Issuer and (ii) the Minimum Discount Percentage for Reset Period.
(d) Obligations Following a Remarketing Election. Notwithstanding the issuance of any Remarketing Election Notice for a Reset Period, (i) Purchaser will remain obligated to purchase the Base Quantities (and any Assigned Products assigned pursuant to Issuer Assignment Agreements) hereunder for each subsequent Reset Period, unless Purchaser issues a new valid Remarketing Election Notice (other than a Voided Remarketing Election Notice) for such subsequent Reset Period in accordance with this Section 3.4; and (ii) Purchaser shall not make any new commitment to purchase Priority Products during such Reset Period if Purchaser Resolution No. 2026-006

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reasonably expects such commitment to cause, during any portion of the Delivery Period after such Reset Period, Purchaser’s aggregate obligations to purchase Priority Products (including its obligation to purchase Priority Products hereunder) to exceed Purchaser’s expected aggregate requirements for Products that will be used (A) for a “qualifying use” as defined in U.S. 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 Code. Unless Purchaser issues a new Remarketing Election Notice (other than a Voided Remarketing Election Notice) for any subsequent Reset Period in accordance with this Section 3.4, Purchaser will cooperate with J. Aron in good faith and exercise Commercially Reasonable Efforts, in each case pursuant to Section 6.1 hereof, to locate EPS Compliant Energy for redelivery hereunder in any such Reset Period.

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

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

ARTICLE IV.

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

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

Resolution No. 2026-006