Vernon City Council
March 3, 2026

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P = The amount payable by Issuer under this Section 4.1(b) for such Shortfall Quantity, Delivery Hour and Delivery Point;
Q = Such Shortfall Quantity and Delivery Point for such Delivery Hour;
RP = The Replacement Price for such Shortfall Quantity, Delivery Hour and Delivery Point;
CP = The Contract Price for the Shortfall Quantity of Base Product and such Delivery Hour and Delivery Point; and
AF = The Administrative Fee.
(c) Purchaser Obligation to Mitigate. Purchaser shall exercise Commercially Reasonable Efforts to mitigate Issuer’s damages paid by Issuer hereunder.

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

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

Section 4.3 Assigned Product. Except as otherwise set forth herein, neither Purchaser nor Issuer shall have any liability or other obligation to one another for any failure to Schedule, receive, or deliver Assigned Product.

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

ARTICLE V.

DELIVERY POINTS; SCHEDULING
Section 5.1 Delivery Points.
(a) Base Delivery Points. All Base Product delivered under this Agreement shall be Scheduled for delivery and receipt at (i) the Delivery Point set forth in Exhibit A-1 (the “Primary Delivery Point”) or (ii) any other point (an “Alternate Delivery Point”) that has been mutually agreed by Issuer, Purchaser and Prepay LLC (the Primary Delivery Point or, to the extent specified, any Alternate Delivery Point being the “Base Delivery Point”). Delivery of Energy to Resolution No. 2026-006

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Purchaser at the Primary Delivery Point shall be facilitated through submission of Inter-SC Trades, as defined in the CAISO Tariff (“ISTs”). Purchaser shall designate a scheduling coordinator in the CAISO market for this purpose as specified in Exhibit G. (b) Alternate Base Market Prices. The Day-Ahead Market Price and Real-Time Market Price for each Alternate Delivery Point, as applicable, shall be the price mutually agreed and identified by the Parties, or if no such price is identified for such Alternate Delivery Point, the Day-Ahead Market Price and Real-Time Market Price, as applicable, specified on Exhibit A-1 for the Primary Delivery Point from which quantities are being shifted to such Alternate Delivery Point.
(c) Assigned Energy Delivery Points. Assigned Energy delivered under this Agreement shall be Scheduled for delivery and receipt at the applicable Assigned Delivery Point specified in the applicable Assigned PPA. All other Assigned Product shall be delivered consistent with the terms of the applicable Issuer Assignment Agreement.

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

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

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

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

Section 5.4 Communications Protocol. With respect to the Scheduling and delivery of Base Quantities, Issuer and Purchaser shall comply with the communications protocol set forth in Exhibit G. Scheduling and transmission of Assigned Energy shall be in accordance with the applicable Issuer Assignment Agreement and Purchaser Assignment Agreement, if any, pursuant Resolution No. 2026-006

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to which (x) Issuer or its designee shall act as the scheduling coordinator with respect to any Issuer Assigned PPA and (y) Purchaser or its designee shall act as the scheduling coordinator with respect to any Purchaser Assigned PPA.

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

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

Section 5.6 Assigned Products. Notwithstanding anything to the contrary herein, except as provided in Section 5.3, Issuer shall have no liability under this Article V with respect to any Assigned Products.

ARTICLE VI.

ASSIGNMENT OF POWER PURCHASE AGREEMENTS
Section 6.1 Assignments Generally.
(a) Initial Assigned Rights and Obligations. Concurrently with the execution of this Agreement, Issuer has assigned the Initial Assigned Rights and Obligations to J. Aron.
(b) Assignments of Replacement Assigned Rights and Obligations. (i) Commencing one year prior to the expiration of any EPS Energy Period or otherwise immediately upon the early termination or anticipated early termination of an EPS Energy Period, Issuer and Purchaser shall exercise Commercially Reasonable Efforts and cooperate with J. Aron in good faith to assign to J. Aron all or a portion of Issuer’s or Purchaser’s, as applicable, rights and obligations (together with the Initial Assigned Rights and Obligations, the “Assigned Rights and Obligations”) under (x) one or more Issuer Assigned PPAs or (y) one or more Purchaser Assigned PPAs (any such power purchase agreement under clause (x) or (y), an “Assignable Power Contract”). For added clarity, the Parties acknowledge and agree that (I) only an Issuer Assignment Agreement shall be required for an Issuer Assigned PPA described in clause (x) of the preceding sentence and no Purchaser Assignment Agreement shall be required with respect thereto; (II) both an Issuer Assignment Agreement and a Purchaser Assignment Agreement shall be required with respect to a Purchaser Assigned PPA described in clause (y) of the preceding sentence; and (III) Purchaser’s prior written consent shall be required for the Issuer’s entry into Resolution No. 2026-006

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an Issuer Assignment Agreement for the redelivery of Assigned Rights and Obligations under this Agreement.
(ii) The Parties recognize that, in the case of such an assignment, J. Aron will be obligated to sell and deliver Assigned Product it receives under all Assigned Rights and Obligations to Prepay LLC under the terms of the Electricity Sale and Service Agreement, and Prepay LLC will be obligated to deliver such Product to Issuer under the terms of the Master Power Supply Agreement. To be effective hereunder, any assignment of Replacement Assigned Rights and Obligations must be agreed and consented to by J. Aron. For all Assignment Periods following the Initial Assignment Periods, the APC Contract Price under each Issuer Assignment Agreement shall be the Day-Ahead Average Price, unless Issuer, Purchaser, Prepay LLC and J. Aron agree to appropriate amendments to the relevant documents to accommodate a different price.
(c) J. Aron Procurement of EPS Compliant Energy. Under certain circumstances specified in Section 6.1(c) of the Electricity Sale and Service Agreement, J. Aron is obligated to exercise Commercially Reasonable Efforts to obtain EPS Compliant Energy for ultimate redelivery to Purchaser hereunder, and, in such case, Purchaser shall cooperate in good faith with J. Aron in connection therewith, provided that:
(i) J. Aron’s procurement of any such EPS Compliant Energy for ultimate redelivery hereunder shall be subject to Purchaser’s prior written consent, with such consent not to be unreasonably withheld, provided, for the avoidance of doubt, that it shall be reasonable for Purchaser to withhold its consent based on (x) the requirements of the EPS or other regulatory requirements or (y) proposed pricing terms; (ii) Issuer and Purchaser may agree upon appropriate
amendments to this Agreement to facilitate the delivery of such EPS Compliant Energy, including with respect to the Delivery Point, consequences of failing to deliver or receive and scheduling matters; (iii) the period of delivery for any such EPS Compliant Energy (any such period, a “J. Aron EPS Energy Period”) shall not exceed the length, as applicable, of (A) the then-current Reset Period if such EPS Compliant Energy is obtained for delivery for the remainder of a Reset Period and (B) the length of the next succeeding Reset Period if such EPS Compliant Energy is obtained for delivery commencing in such succeeding Reset Period; and
(iv) during a J. Aron EPS Energy Period, if requested by J. Aron, Issuer and Purchaser shall continue to exercise Commercially Reasonable Resolution No. 2026-006

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Efforts and cooperate with J. Aron in good faith to assign Assigned Rights and Obligations to J. Aron under an Assignable Power Contract. (d) Amendments. Purchaser and Issuer agree to seek the written consent of J. Aron prior to any amendment to this Article VI or Exhibit F hereto. (e) Present Assignment of Assigned PPA Damages to Purchaser. The Parties hereto acknowledge that the terms of the Issuer Assignment Agreements shall not entitle J. Aron to damages from an APC Party under an Assigned PPA for any reason whatsoever (any such damages, “Assigned PPA Damages”).

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

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

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

6.3(a). For the Initial Assignment Periods, the Base Quantity Reductions have been calculated as follows: the Base Quantity Reduction for each Delivery Hour of the Initial Assignment Periods equal (i) the Assigned Prepay Quantity for each such Delivery Hour (which will be determined by dividing the Assigned Prepay Quantity for the applicable Month by the number of Delivery Hours in such Month), multiplied by (ii) the result of (A) the APC Contract Price applicable for such Hour, divided by (B) [NOTE: To list the result of the following formula as determined at pricing: Front End Fixed Price for Base Quantities + (Active Swap Fee – Standby Swap Fee).]. For any Assignment Period other than the Initial Assignment Resolution No. 2026-006

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Periods, the Base Quantity Reduction for each Delivery Hour of the relevant Assignment Period shall equal (i) the Assigned Prepay Quantity for each such Delivery Hour (which will be determined by dividing the Assigned Prepay Quantity for the applicable Month by the number of Delivery Hours in such Month), multiplied by (ii) the result of (A) Fixed Price for Assigned Prepay Quantities outside of the Initial Assignment Periods divided by (B) the Fixed Price for Base Quantities; provided that if the Base Quantity Reduction for any Delivery Hour would result in a Base Quantity of less than zero, then the Assigned Prepay Quantity for such Delivery Hour will be reduced to the closest whole MWh such that the Base Quantity is not reduced below zero.
(b) Effective upon the first day of the second Month following the early termination of an Assignment Period for any reason, Issuer shall revise Exhibits A1 and A-2 to (i) reverse the Base Quantity Reductions associated with the Assignment Period that terminated for all remaining Hours in the Delivery Period and (ii) update the Base Quantity Reductions with the applicable formula set forth in Section 6.3(a). In the case of any other commencement of a subsequent Assignment Period, Issuer shall revise (A) the Base Quantity in Exhibit A-1 with the applicable formula set forth in Section 6.3(a) and (B) Exhibit A-2 to reflect the details for such Assignment Period. In making any revisions to Exhibit A-1 and Exhibit A-2 as contemplated by this Section 6.3, all such revisions shall be made in the same amount and in the same direction as, and at the same time as, any corresponding adjustments under the Master Power Supply Agreement, so that any adjustment to exhibits under the Prepaid Agreement remain fully aligned with adjustments made under this Agreement.

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

Resolution No. 2026-006

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ARTICLE VII.

USE OF PRODUCT
Section 7.1 Tax Exempt Status of the Bonds. Purchaser acknowledges that the Bonds will be issued with the intention that the interest thereon will be exempt from federal taxes under Section 103 of the Code. Accordingly, Purchaser agrees that it will (a) provide such information with respect to its utility system as may be requested by Issuer in order to establish the tax-exempt status of the Bonds, and (b) act in accordance with such written instructions as Issuer may provide from time to time in order to maintain the tax-exempt status of the Bonds. Purchaser further agrees that it will not at any time take any action, or fail to take any action, that, if taken or omitted, respectively, would adversely affect the tax-exempt status of the Bonds. The Parties further acknowledge that, effective as of the commencement date of any Reset Period, the Base Quantity and Assigned Quantity may be reduced upon written notice of Issuer to Purchaser to a level (including to zero aggregate Base Quantity and Assigned Quantity for such Reset Period) that enables Special Tax Counsel, in its sole discretion, to deliver any opinion required from Special Tax Counsel to remarket the Bonds or issue refunding bonds as obligations the interest on which is excluded from gross income under Section 103 of the Code; provided furthermore that, in the case of a reduction of the aggregate Base Quantity and Assigned Quantity for a Reset Period to zero, the Issuer shall exercise its right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements, as applicable, as of the end of the immediately preceding Reset Period.

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

Section 7.3 Assistance with Sales to Third Parties. If (a) (i) a quantity of Assigned Product less than the Assigned Prepay Quantity under an Assigned PPA is delivered in any Month during an Assignment Period for any reason other than Force Majeure or (ii) an Assigned PPA FM Remarketing Event has occurred and is in effect (as defined in Exhibit F to the Master Power Supply Agreement) (in which case such Purchaser will be deemed to have been unable to receive such Product), (b) Issuer is required under Section 3.5 to cause Base Quantities that otherwise would be delivered hereunder to be remarketed or (c) notwithstanding Purchaser’s compliance with Section 7.1, Purchaser does not require all or any portion of the Assigned Prepay Quantities to meet its requirements for Energy for any Hour or Month that it is obligated to purchase under this Agreement as a result of (i) insufficient demand by Purchaser’s retail customers or (ii) a change in Law, Purchaser may, with reasonable notice issued in a remarketing notice similar in form to Attachment 2 to Exhibit G, request (and, in the case of clauses (a) and (b), shall be deemed to request) that Prepay LLC, as permitted by the Master Power Supply Agreement, sell such portion of such Base Quantities or Assigned Energy (A) to another Municipal Utility, or (B) if necessary, to another purchaser. Any remarketing notice issued under clause (c)(ii) above shall constitute a Structural Remarketing Notice (as defined in the Master Power Supply Agreement) and shall be subject to the requirements set forth in the Master Power Supply Agreement. If Prepay LLC makes Resolution No. 2026-006

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such a sale under Exhibit C to the Master Power Supply Agreement, Issuer shall credit against the amount owed by Purchaser to Issuer hereunder the amount received by Issuer from Prepay LLC for such sales less all costs and expenses directly incurred by Issuer, including but not limited to remarketing administrative charges paid by it to Prepay LLC under the Master Power Supply Agreement, but in no event shall the amount of such credit be more than the Contract Price for the Energy so sold.

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

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

7.5(b), Purchaser shall deliver a remediation certificate in the form of Exhibit I to Issuer and Prepay LLC by the twentieth day of the Month subsequent to any relevant Non-Priority Products purchases (which may include purchases of Energy from CAISO to the extent such Energy is used in compliance with the Qualifying Use Requirements); provided that the Parties acknowledge and agree that any purchases of Assigned PAYGO Products (commencing with purchases of Assigned PAYGO Products in the Month in which any such Ledger Entry occurs) shall be applied to remediate any such Ledger Entries. For Ledger Entries remediated under this Section 7.5(b) that have not otherwise been remediated by Prepay LLC Resolution No. 2026-006

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pursuant to the remarketing provisions of the Master Power Supply Agreement, Issuer shall pay Purchaser any portion of the Monthly Discount Percentage associated with such Ledger Entries that is available under the Bond Indenture on or before the last Business Day of the Month in which Purchaser provides a certificate under this Section 7.5(b) evidencing such remediation. (c) To the extent that Issuer effects a partial redemption of the Bonds in order to avoid a Ledger Event under and as defined in the Master Power Supply Agreement, Issuer may reduce the quantities of Product to be delivered hereunder by written notice to Purchaser; provided that such reduced quantities of Product will be reflected in an amendment to Exhibits A-1 and A-2 to this Agreement; provided furthermore that, in the case of a reduction of the aggregate Base Quantity and Assigned Quantity under this Agreement to zero, the Issuer shall exercise its right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements, as applicable.

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

Resolution No. 2026-006

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ARTICLE VIII.

REPRESENTATIONS AND WARRANTIES; ADDITIONAL COVENANTS
Section 8.1 Representations and Warranties. As a material inducement to entering into this Agreement, each Party, with respect to itself, hereby represents and warrants to the other Party as of the Execution Date as follows:
(a) in the case of Issuer as the representing Party, Issuer is a joint powers authority, duly organized and validly existing under the Laws of the State of California, (b) in the case of Purchaser as the representing Party, Purchaser is a public agency of the State of California, duly organized and validly existing under the Laws of the State of California;
(c) it has all requisite power and authority, corporate or otherwise, to own its material properties, carry on its material business as now being conducted, enter into, deliver and to perform its obligations under this Agreement and to carry out the terms and conditions hereof and the transactions contemplated hereby;
(d) there is no litigation, action, suit, proceeding with service of process accomplished with respect to such Party or investigation pending or, to the best of such Party’s knowledge, threatened, in each case before or by any Government Agency and, in each case, which could reasonably be anticipated to materially and adversely affect such Party’s ability to perform its obligations under this Agreement or that questions the validity, binding effect or enforceability hereof, any action taken or to be taken by such Party pursuant hereto, or any of the transactions contemplated hereby;
(e) the execution, delivery and performance of this Agreement by such Party have been duly authorized by all necessary action on the part of such Party and its governing body and do not require any approval or consent of any security holder of such Party or any holder (or any trustee for any holder) of any indebtedness or other obligation of such Party; (f) this Agreement has been duly executed and delivered on behalf of such Party by an appropriate officer or authorized Person of such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and by general principles of equity and except possibly for Sections 12.2 and 12.3;
(g) the execution, delivery and performance of this Agreement by such Party shall not violate any provision of any Law, order, writ, judgment, decree or other legal or regulatory determination applicable to it;
(h) the execution, delivery and performance by such Party of this Agreement, and the consummation of the transactions contemplated hereby, including the incurrence by such Resolution No. 2026-006

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Party of its financial obligations under this Agreement, shall not result in any violation of any term of any material contract or agreement applicable to it, or any of its charter or bylaws or of any license, permit, franchise, judgment, writ, injunction or regulation, decree, order, charter, Law, ordinance, rule or regulation applicable to it or any of its properties or to any obligations incurred by it or by which it or any of its properties or obligations are bound or affected, or of any determination or award of any arbitrator applicable to it, and shall not conflict with, or cause a breach of, or default under, any such term or result in the creation of any lien upon any of its properties or assets, except with respect to Issuer, the lien of the Bond Indenture; (i) no Governmental Approval is required in connection with the valid authorization, execution, delivery and performance by such Party of this Agreement or the consummation of any of the transactions contemplated hereby other than those Governmental Approvals that have been obtained; and
(j) it enters this Agreement as a bona-fide, arms-length transaction involving the mutual exchange of consideration and, once executed by both Parties, considers this Agreement a legally enforceable contract.

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

Section 8.3 Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES EXPRESSLY MADE BY ISSUER IN THIS Article VIII, ISSUER HEREBY DISCLAIMS ALL

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

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

ARTICLE IX.

TAXES
Resolution No. 2026-006

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As between Issuer and Purchaser, Issuer shall (i) be responsible for, and pay or cause to be paid, all ad valorem, excise, severance, production and other taxes assessed with respect to Product (other than any Assigned Product) delivered pursuant to this Agreement arising prior to the applicable Delivery Point and (ii) indemnify Purchaser for any such taxes paid by Purchaser, in each case to the extent Issuer is reimbursed or indemnified for such taxes by Prepay LLC. As between Issuer and Purchaser, Purchaser shall (i) be responsible for all taxes with respect to Product received pursuant to this Agreement assessed at or from the applicable Delivery Point (other than ad valorem, franchise or income taxes which are related to the sale of Product other than Assigned Energy and, therefore, the responsibility of Issuer) and all ad valorem, excise, severance, production and other taxes assessed with respect to Product delivered pursuant to this Agreement assessed against Issuer and not reimbursed or indemnified by Prepay LLC, and (ii) indemnify Issuer and its Affiliates for any such taxes paid by Issuer or its Affiliates. Nothing shall obligate or cause a Party to pay or be liable for any tax for which it is exempt under Law.

ARTICLE X.

JURISDICTION

ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST EITHER PARTY ARISING

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

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

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

WITH ITS PROPERTIES, IRREVOCABLY ACCEPTS GENERALLY AND

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

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

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

AGREES THAT SERVICE AS PROVIDED ABOVE IS SUFFICIENT TO CONFER

PERSONAL JURISDICTION OVER THE PARTY IN ANY SUCH PROCEEDING IN ANY

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

ARTICLE XI.

FORCE MAJEURE
Section 11.1 Applicability of Force Majeure. To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under this Agreement and such Party (the “Claiming Party”) gives notice and details of the Force Majeure to the other Party as soon as practicable, then the Claiming Party shall be excused from the performance of its obligations with respect to this Agreement (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure). The Claiming Party shall remedy the Force Majeure with all reasonable dispatch. For the duration of the Claiming Party’s non-performance (and only for such period), the non-Claiming Party shall not be required Resolution No. 2026-006

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to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure.

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

ARTICLE XII.

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

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

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

ARTICLE XIII.

ASSIGNMENT
The terms and provisions of this Agreement shall extend to and be binding upon the Parties and their respective successors, assigns, and legal representatives; provided, however, that, subject to Section 18.14, neither Party may assign this Agreement or its rights and interests, in whole or in part, under this Agreement without the prior written consent of the other Party; provided furthermore that, for the avoidance of doubt, Issuer agrees that it shall terminate any Resolution No. 2026-006

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applicable Issuer Assignment Agreements and Purchaser Assignment Agreements concurrently with the assignment of this Agreement. Prior to assigning this Agreement, Purchaser shall deliver to Issuer written confirmation from each Rating Agency (as defined in the Bond Indenture), provided that such agency has rated and continues to rate the Bonds, that the assignment will not result in a reduction, qualification, or withdrawal of the then-current ratings assigned by such Rating Agency to the Bonds. Whenever an assignment or a transfer of a Party’s interest in this Agreement is requested to be made with the written consent of the other Party, the assigning or transferring Party’s assignee or transferee shall expressly assume, in writing, the duties and obligations under this Agreement of the assigning or transferring Party. Upon the agreement of a Party to any such assignment or transfer, the assigning or transferring Party shall furnish or cause to be furnished to the other Party a true and correct copy of such assignment or transfer and assumption of duties and obligations.

ARTICLE XIV.

PAYMENTS
Section 14.1 Monthly Statements.
(a) Purchaser’s Statements. No later than the 10th day of each Month during the Delivery Period (excluding the first Month of the Delivery Period) and the first Month following the end of the Delivery Period, Purchaser shall deliver to Issuer a statement (a “Purchaser’s Statement”) listing (i) in respect of any Shortfall Quantity in the prior Month, the Replacement Price applicable to such Shortfall Quantity, and (ii) any other amounts due to Purchaser in connection with this Agreement with respect to the prior Months. (b) Billing Statements. For any Month during the Delivery Period for which Purchaser has not issued a valid Remarketing Election Notice, Issuer shall deliver billing statements (each, a “Billing Statement”) consistent with the below. (i) With respect to any amounts due from Purchaser hereunder with respect to Assigned Products under any Issuer Assigned PPAs: no later than the [5 th] day of each
Month during the Delivery Period (including the first Month of the Delivery Period), Issuer shall deliver a Billing Statement to Purchaser, which for the avoidance of doubt (x) will be calculated based on projected costs consistent with the terms of the relevant Issuer Assigned PPA PSA(s) and (y) shall provide for payment at a minimum of an amount equal to the Contract Price Assigned Prepay Quantity set forth in Exhibit A-2 to this Agreement for each such Issuer Assigned PPA. For added clarity: the Parties acknowledge and agree that Billing Statements delivered under this Section 14.1(b)(i) shall be delivered in the Month of the relevant Product deliveries.
(ii) With respect to any amounts due from Purchaser hereunder other than with respect to Assigned Products under Issuer Assigned PPAs: no later than the 20th day of each Month during the Delivery Period (excluding the first Month of the Delivery Period) and the first Month following the end of the Delivery Period (the “Billing Date”), shall deliver a Billing Statement to Purchaser indicating (A) the total amount due to Issuer for Resolution No. 2026-006

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

Section 14.2 Payments.
(a) Payments Due.
(i) If a Billing Statement delivered under Section 14.1(b)(i) indicates an amount due from Purchaser for any Month during the Delivery Period, then Purchaser shall remit such amount to Issuer by wire transfer (pursuant to the Issuer’s instructions), in immediately available funds, on or before the [25
th] day of the Month to which such Billing Statement relates, or if such day is not a Business Day, the preceding Business Day. (ii) If a Billing Statement delivered under Section 14.1(b)(ii) indicates an amount due from Purchaser for any Month during the Delivery Period for which Purchaser has not issued a valid Remarketing Election Notice, then Purchaser shall remit such amount to Issuer by wire transfer Resolution No. 2026-006

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(pursuant to the Trustee’s instructions), in immediately available funds, on or before the 20th day of the Month following the most recent Month to which such Billing Statement relates, or if such day is not a Business Day, the preceding Business Day. If a Billing Statement delivered under Section

14.1(b)(ii) indicates an amount due from Issuer, then Issuer shall remit such amount to Purchaser by wire transfer (pursuant to Purchaser’s instructions), in immediately available funds, on or before the 28th day of the Month following the most recent Month to which such Billing Statement relates, or if such day is not a Business Day, the following Business Day. (iii) Notwithstanding the foregoing, payments due from
Purchaser for Assigned PAYGO Product under Purchaser Assigned PPAs shall be due two Business Days’ preceding the payment date specified in the Purchaser Assigned PPA; provided that payments due from Purchaser for Assigned PAYGO Product shall be satisfied by Purchaser’s compliance with Section 3.2(a)(ii) and Section 3.2(a)(ii) in respect of such Assigned PAYGO Product.
(iv) For added clarity: the Parties acknowledge and agree that the payment instructions may be different for amounts payable by Purchaser under Section 14.1(b)(i) and Section 14.1(b)(ii), respectively. (b) No Duty to Estimate. If Purchaser fails to issue a Purchaser’s Statement with respect to any Month, Issuer shall not be required to estimate any amounts due to Purchaser for such Month, provided that Purchaser may include any such amount on subsequent Purchaser’s Statements issued within the next sixty (60) days. The sixty (60)-day deadline in this subsection (b) replaces the two (2) year deadline in Section 14.5 with respect to any claim by any nondelivering Party of inaccuracy in any estimated invoice issued or payment made pursuant to this subsection (b).

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

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

Section 14.5 Audit; Adjustments.

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(a) Right to Audit. A Party shall have the right, at its own expense, upon reasonable notice to the other Party and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other Party to the extent reasonably necessary, but only to such extent, to verify the accuracy of any statement, charge, payment, or computation made under this Agreement. This right to examine, audit, and obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Agreement.
(b) Deadline for Objections. Each Purchaser’s Statement and each Billing Statement shall be conclusively presumed final and accurate, and all associated claims for underor overpayments shall be deemed waived unless such Purchaser’s Statement or Billing Statement is objected to in writing, with adequate explanation and/or documentation, within two (2) years after the applicable Month of Product delivery.
(c) Payment of Adjustments. All retroactive adjustments shall be paid in full by the Party owing payment within 30 days of notice and mutually agreed upon substantiation of such inaccuracy. If the Parties are unable to agree upon any retroactive adjustments requested by either Party within the time period specified in Section 14.5(b), then either Party may pursue any remedies available with respect to such adjustments at law or in equity. Retroactive adjustments for payments made based on an incorrect Purchaser’s Statement or Billing Statement shall bear interest at the Default Rate from the date such payment was made.

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

Notwithstanding the foregoing, no Party shall be entitled to net any amounts that are in dispute, and payment for all amounts set forth in a Billing Statement provided to Purchaser shall be made without set-off or counterclaim of any kind.3
Section 14.7 Source of Purchaser’s Payments. Purchaser covenants and agrees to make payments due hereunder from Utility Revenues, and only from such Utility Revenues, as an operating expense of its utility system; provided, however, that Purchaser may apply any legally available monies to the payment of amounts due hereunder.

Section 14.8 Rate Covenant. Purchaser hereby covenants and agrees that it will establish, fix, prescribe, maintain, and collect rates, fees, and charges from the customers of its utility system so as to provide Utility Revenues sufficient to enable Purchaser to pay Issuer all amounts payable under this Agreement and to pay all other amounts payable from Utility Revenues, and to maintain any required reserves for Purchaser’s utility system. Purchaser further covenants and agrees that 3 NTD: SCPPA reviewing to confirm that SCPPA accounting is set up for this.

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it shall not furnish or supply services free of charge to any Person, except any such service free of charge that Purchaser is supplying on the date hereof as has been specifically identified by Purchaser to Issuer in writing, and it shall promptly enforce the payment of any and all accounts owing to Purchaser for the sale of Product or the provision of distribution or other services to its customers. Purchaser further covenants and agrees that in any future bond issue undertaken by Purchaser, or in connection with any other financing or financial transaction, Purchaser shall provide that the amounts payable by it under this Agreement constitute a cost of purchased power and an operating expense of its electric system payable, together with all other operating expenses, from a first charge on Utility Revenues. Purchaser further covenants that it shall not take any action that would give rise to an event under Section 17.2(b) with respect to Purchaser.

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

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

ARTICLE XV.
[RESERVED]
ARTICLE XVI.

NOTICES
Any notice, demand, statement or request required or authorized by this Agreement to be given by one Party to the other Party (or to any third party) shall be in writing and shall either be sent by courier or personal delivery (including overnight delivery service) to each of the notice recipients and addresses specified in Exhibit B for the receiving Party. Any such notice, demand, Resolution No. 2026-006

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or request shall be deemed to be given when actually received (including overnight delivery service). Each Party shall have the right, upon 10 days’ prior written notice to the other Party, to change its list of notice recipients and addresses in Exhibit B. The Parties may mutually agree in writing at any time to deliver notices, demands or requests through alternate or additional methods.

ARTICLE XVII.

DEFAULT; REMEDIES; TERMINATION
Section 17.1 Issuer Default. Each of the following events shall constitute an “Issuer Default” under this Agreement:
(a) any representation or warranty made by Issuer in this Agreement shall prove to have been incorrect in any material respect when made; or (b) Issuer shall have failed to perform, observe or comply with any covenant, agreement or term contained in this Agreement, and such failure continues for more than thirty (30) days following receipt by Issuer of written notice thereof.

Section 17.2 Purchaser Default. Each of the following events shall constitute a “Purchaser Default” under this Agreement:
(a) Purchaser fails to pay when due any amounts owed to Issuer pursuant to this Agreement and such failure is not remedied within three days following receipt by Purchaser of written notice thereof;
(b) Purchaser (i) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iv) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency Law or other similar Law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained, in each case within 30 days of the institution or presentation thereof; (v) has a resolution passed for its windingup, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets; (vii) has a secured party take possession of all or substantially all of its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its of assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (viii) causes or is subject to any event with respect to it which, under the applicable Laws of any jurisdiction, has an analogous effect to any of the events specified in Resolution No. 2026-006

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clauses (i) through (vii); or (ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; (c) any representation or warranty made by Purchaser in this Agreement proves to have been incorrect in any material respect when made; (d) Purchaser shall have failed to perform, observe or comply with any covenant, agreement or term contained in this Agreement, and such failure continues for more than 15 days following the earlier of receipt by Purchaser of notice thereof; or (e) Purchaser shall have failed to establish, maintain, or collect rates or charges adequate to provide Utility Revenues sufficient to enable Purchaser to pay all amounts due to Issuer under this Agreement.

Section 17.3 Remedies Upon Default.
(a) Termination. If at any time an Issuer Default or a Purchaser Default has occurred and is continuing, then the non-defaulting Party may do any or all of the following (i) by notice to the defaulting Party specifying the relevant Issuer Default or Purchaser Default, as applicable, terminate this Agreement effective as of a day not earlier than the day such notice is deemed given under Article XVI and/or (ii) declare all amounts due to the non-defaulting Party under this Agreement or any part thereof immediately due and payable, and the same shall thereupon become immediately due and payable, without notice, demand, presentment, notice of dishonor, notice of intent to demand, protest or other formalities of any kind, all of which are hereby expressly waived by the defaulting Party; provided, however, this Agreement shall automatically terminate, and all amounts due to the non-defaulting Party hereunder shall immediately become due and payable as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition giving rise to a Purchaser Default specified in Section

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

17.3(a) (and without limiting any other provisions of this Agreement), during the existence of any Purchaser Default, Issuer may suspend its performance hereunder and discontinue the supply of all or any portion of the Product otherwise to be delivered to Purchaser by it under this Agreement. If Issuer exercises its right to suspend performance under this Section 17.3(b), Purchaser shall remain fully liable for payment of all amounts in default and shall not be relieved of any of its payment obligations under this Agreement. Deliveries of Product may only be reinstated, at a time to be determined by Issuer, upon (i) payment in full by Purchaser of all amounts then due and payable under this Agreement and (ii) unless otherwise agreed by Issuer, payment in advance by Purchaser at the beginning of each Month of amounts estimated by Issuer to be due to Issuer for the future delivery of Product under this Agreement for such Month. Issuer may continue to require payment in advance from Purchaser after the reinstatement of Issuer’s supply services under this Agreement Resolution No. 2026-006

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for such period of time as Issuer in its sole discretion may determine is appropriate. In addition, and without limiting any other provisions of or remedies available under this Agreement, if Purchaser fails to accept from Issuer any Product tendered for delivery under this Agreement, Issuer shall have the right to sell such Product to third parties on any terms that Issuer, in its sole discretion, determines are appropriate.
(c) Effect of Early Termination. As of the effectiveness of any termination date in accordance with clause (i) of Section 17.3(a), (i) the Delivery Period shall end, (ii) the obligation of Issuer to make any further sales and deliveries of Product to Purchaser under this Agreement shall terminate, (iii) the obligation of Purchaser to purchase and receive deliveries of Product from Issuer under this Agreement will terminate and (iv) the Partiesshall exercise their right to terminate any Issuer Assignment Agreements and Purchaser Assignment Agreements effective as of the end of the Delivery Period hereunder. Neither this Agreement nor the Delivery Period may be terminated for any reason except as specified in this Article XVII. Without prejudice to any payment obligation in respect of periods prior to termination, no payments will be due from either Party in respect of periods occurring after the effective termination date of this Agreement.

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

Section 17.5 Limitation on Damages. THE PARTIES CONFIRM THAT THE

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

EXPRESSLY PROVIDED OTHERWISE, FOR BREACH OF ANY PROVISION FOR WHICH

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

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

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

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

LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN Resolution No. 2026-006

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TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION, OR OTHERWISE. IT IS

THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON

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

OR CAUSES RELATED THERETO, INCLUDING WITHOUT LIMITATION THE

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

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

ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO

DETERMINE, OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT,

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

DAMAGES THAT WOULD MAKE THE PARTIES WHOLE, THE PARTIES HAVE

THOROUGHLY CONSIDERED, INTER ALIA, THE UNCERTAINTY OF FLUCTUATIONS

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

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

KNOWLEDGE, SOPHISTICATION AND EQUAL BARGAINING POWER OF THE

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

CIRCUMSTANCES OF THIS TRANSACTION, THE ACCOUNTING AND TAX

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

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

ARTICLE XVIII.

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

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

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

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

OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND

CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF

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

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

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

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

Section 18.8 Winding Up Arrangements. All indemnity and confidentiality obligations, audit rights, and other provisions specifically providing for survival shall survive the expiration or termination of this Agreement. The expiration or termination of this Agreement shall not relieve either Party of (a) any unfulfilled obligation or undischarged liability of such Party on the date of such termination or (b) the consequences of any breach or default of any warranty or covenant contained in this Agreement. All obligations and liabilities described in the preceding sentence of Resolution No. 2026-006

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this Section 18.8, and applicable provisions of this Agreement creating or relating to such obligations and liabilities, shall survive such expiration or termination.

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

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

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

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

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

Section 18.14 Third Party Beneficiaries; Rights of Trustee. Purchaser acknowledges and agrees that (a) Issuer will pledge and assign its rights, title and interest in and to this Agreement and the amounts payable by Purchaser under this Agreement to secure Issuer’s obligations under the Bond Indenture; (b) the Trustee shall be a third-party beneficiary of this Agreement with the right to enforce Issuer’s rights and Purchaser’s obligations under this Agreement; (c) J. Aron shall be a third-party beneficiary of this Agreement with the right to enforce the provisions of Article VI; (d) the Trustee or any receiver appointed under the Bond Indenture shall have the right to perform all obligations of Issuer under this Agreement; and (e) in the event of any Purchaser Default under Section 17.2(a), (i) Prepay LLC may, to the extent provided for in, and in accordance with, the Receivables Purchase Exhibit to the Master Power Supply Agreement, take assignment from Issuer of receivables owed by Purchaser to Issuer under this Agreement, and Prepay LLC or any third party transferee who purchases and takes assignment of such receivables from Prepay LLC shall thereafter have all rights of collection with respect to such receivables (provided that, if at any time an insurance provider agrees to insure Purchaser’s payment obligations hereunder, then such insurance provider shall have the same rights under this Section 18.14 as Prepay LLC), and Resolution No. 2026-006

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(ii) if such receivables are not so assigned, the Swap Counterparty (as defined in the Master Power Supply Agreement) shall have the right to pursue collection of such receivables to the extent any non-payment by Issuer to any Swap Counterparty was caused by Purchaser’s payment default.

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

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

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

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

18.16(a).

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.
[Separate Signature Page(s) Attached]
Resolution No. 2026-006

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Signature Page to the Clean Energy Purchase Contract

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:____________________________________
Name:______________________________
Title:_______________________________
Resolution No. 2026-006

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Signature Page to the Clean Energy Purchase Contract
[____]
By:

Name:______________________________
Title:_______________________________
Resolution No. 2026-006

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EXHIBIT A-1
BASE QUANTITIES; BASE DELIVERY POINTS; COMMODITY REFERENCE PRICES [To be attached.]
[Primary Delivery Point: [____]]
Delivery Hours: [____]
Commodity Reference Prices: [____]

FLOW DATE BASE

UNADJUSTED

QUANTITIES
(MWH/DELIVERY
HOUR)

BASE QUANTITY

REDUCTION

MWH/DELIVERY
HOUR

BASE QUANTITY

MWH/DELIVERY
HOUR
[EXPLANATION: Exhibit A-1 lists the quantities of MWh of Base Energy, which we expect to be zero at all times pursuant to the Base Quantity Reductions resulting from PPA assignments.] Resolution No. 2026-006

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EXHIBIT A-2

ASSIGNED RIGHTS AND OBLIGATIONS
[To be attached.]
PPA: [PPA
Seller]
[PPA
Seller]
[PPA
Seller]
[PPA
Seller]
[PPA
Seller]
[PPA
Seller]
[PPA
Seller]
Purchaser
Percentage of
PPA Output:
[____]% [____]% [____]% [____]% [____]% [____]% [____]% Assigned
Delivery
Point:
[____] [____] [____] [____] [____] [____] [____]
APC Contract
Price
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
[Fixed
Price]
Assignment
Period
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
[____],
20[_] -
[____],
20[_]
Commodity
Month
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
Assigned
Prepay
Quantities
[____], 2026 [____]
MWh
[____]
MWh
[____]
MWh
[____]
MWh
[____]
MWh
[____]
MWh
[____]
MWh
…
[EXPLANATION: Exhibit A-2 lists the Assigned PPA volumes for redelivery to Purchaser under this Agreement.] Resolution No. 2026-006

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B-1

EXHIBIT B

NOTICES
IF TO ISSUER: Southern California Public Power Authority Attention: Executive Director
1160 Nicole Court
Glendora, CA 91740
Email: [email protected]
IF TO PURCHASER: [____]
[____]
[____]
[____]
Resolution No. 2026-006

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EXHIBIT C

REMARKETING ELECTION NOTICE
Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740
Aron Energy Prepay 51 LLC
c/o J. Aron & Company LLC
200 West Street
New York, NY 10282
[Trustee]
[_____]
[_____]
[_____]
To the Addressees:

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

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

Given this [___] day of [_________], 20[__].
[____]
By: __________________________
Name: ________________________
Title: _________________________
Resolution No. 2026-006

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EXHIBIT D

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

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

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

NOW, THEREFORE, POWER PURCHASER HEREBY CERTIFIES AS FOLLOWS:

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

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

3. The annual average amount during the testing period of Energy purchased (other than for resale) by customers of Power Purchaser who are located within the service area of Power Purchaser is [________] MWh. The maximum annual amount of Energy in any year being acquired pursuant to the Clean Energy Purchase Contract is [_______] MWh. The annual average amount of Energy which Power Purchaser otherwise has a right to acquire as of the Closing Date (including rights to capacity to generate electricity, whether owned, leased or otherwise contracted for) is [________] MWh. The sum of (a) the maximum amount of Energy in any year being acquired pursuant to the Clean Energy Purchase Contract, and (b) the amount of Energy that Power Resolution No. 2026-006

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

4. Power Purchaser expects to pay for Energy acquired pursuant to the Clean Energy Purchase Contract solely from funds derived from its power distribution operations. Power Purchaser expects to use its current net revenues to pay for current Energy acquisitions. There are no funds or accounts of Power Purchaser or any person who is a related Person to Power Purchaser in which monies are invested and which are reasonably expected to be used to pay for Energy acquired more than one year after it is acquired. No portion of the proceeds of the Bonds will be used directly or indirectly to replace funds of Power Purchaser or any persons who are related Persons to Power Purchaser that are or were intended to be used for the purpose for which the Bonds were issued. _______________, 2026
[____]
By: __________________________
Name: ________________________
Title: _________________________
Resolution No. 2026-006

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EXHIBIT E

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

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

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

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

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

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

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

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

3. Assuming that New York law is the same in these respects as the State’s laws, the Clean Energy Purchase Contract is the legal, valid, and binding obligation of Purchaser, enforceable in accordance with its terms, except as such enforceability may be subject to (i) the exercise of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratoria, and other similar laws affecting creditors’ rights heretofore or hereafter enacted, to the extent constitutionally applicable.

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

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

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

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

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

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

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

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

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

Very truly yours,
[_________]
[_________]
Resolution No. 2026-006

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EXHIBIT F-1

FORM OF ISSUER ASSIGNMENT AGREEMENT
[To be attached.]
[EXPLANATION: Once in agreed form, the unpopulated form of Issuer Assignment Agreement will be pasted into this exhibit for future reference.]
Resolution No. 2026-006

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EXHIBIT F-2

FORM OF PURCHASER ASSIGNMENT AGREEMENT
[To be attached.]
[EXPLANATION: Once in agreed form, the unpopulated form of Purchaser Assignment Agreement will be pasted into this exhibit for future reference.]
Resolution No. 2026-006

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EXHIBIT G

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

PREPAY LLC

4.1 Communication of Operational Nomination Details.

4.1.1 Not later than three Days prior to each Day during which Base Product is required to be delivered under the Agreement, the Receipt Scheduling Entity for such Delivery Point may deliver an operational nomination in writing (the “Operational Nomination”) indicating any inability of a Project Participant to receive all of its Base Quantities during such Day, which Resolution No. 2026-006

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

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

4.2 Event-specific Communications.

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

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

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

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

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

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

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

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

Telephone: (212) 855-0880
[email protected]
Andres E. Aguila
General Notices
Telephone: (212) 855-0608
Fax: (212) 291-2124
[email protected]
Issuer Personnel:

Attention: Executive Director
Telephone: (626) 793-9364
Fax: (626) 793-9461
Email: [email protected]
Project Participant Personnel:
[____]
[____]
[____]
[____]4
4 NTD: To be populated for each project participant once scheduling information is provided.

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Attachment 2
Remarketing Notice Form
Date: [_____________]
To: Prepay LLC Scheduling
From: Project Participant Scheduling
This notice is being delivered pursuant to that certain Master Power Supply Agreement (the “Prepaid Agreement”) dated as of [______], 2026 by and between Aron Energy Prepay 51 LLC (“Prepay LLC”) and Southern California Public Power Authority, a joint powers authority organized pursuant to the laws of the State of California (“Issuer”), and relates to the Clean Energy Purchase Contract (the “Clean Energy Purchase Contract”) dated as of [______], 2026 by and between Issuer and [____] (“Project Participant”). Capitalized terms not defined herein are defined in the Prepaid Agreement.

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

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

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

Delivery Point (P/A, #) MWh/ Hour for each Hour in the Month  Daily Remarketing Notice:

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

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

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

ALTERNATE

DELIVERY POINT

PRIMARY

DELIVERY POINT

AFFECTED

COMMODITY

REFERENCE PRICE

PRICING POINT

ADDITIONAL

RESTRICTIONS
1 [e.g.
2 Vol. Limit:____
3 Time Limit:]___
(etc.)
Unless otherwise agreed among Prepay LLC, Issuer and Project Participant, an Alternate Delivery Point shall utilize the same Commodity Reference Price as the Primary Delivery Point it replaces or otherwise affects. Project Participant is not required to agree or accept this designation (or any change to the Commodity Reference Price) if it is being submitted by Issuer pursuant to the Master Power Supply Agreement only.

AGREED AND

ACCEPTED BY PREPAY
LLC:
(if required) AGREED TO

AND ACCEPTED BY

PROJECT
PARTICIPANT:
(if required) AGREED TO

AND ACCEPTED BY
ISSUER:

By:

Name:

Title:

By:

Name:

Title:

By:

Name:

Title:

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

Receipt Scheduling Entity:

Delivery Point: ________________________
Effective Date(s) of Service of Receipt Scheduling Entity (full Months only):
________________, ______ to ________________, ______, if applicable Notice Information for Receipt Scheduling Entity:

Name: ______________________________
Attention: ______________________________
Address: ______________________________
______________________________
Telephone: ______________________________
Fax: ______________________________]
[If delivered by Prepay LLC:

Delivery Scheduling Entity:

Delivery Point: ________________________
Effective Date(s) of Service of Delivery Scheduling Entity (full Months only):
________________, ______ to ________________, ______, if applicable Notice Information for Delivery Scheduling Entity:

Name: ______________________________
Attention: ______________________________
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Address: ______________________________
______________________________
Telephone: ______________________________
Fax: ______________________________]
Submitted by:
[Project Participant or Prepay LLC]
By: _____________________________
Name: _____________________________
Title: _____________________________
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H-1

EXHIBIT H

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

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

Minimum Discount
Percentage:

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

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

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EXHIBIT I

FORM OF REMEDIATION CERTIFICATE
[DATE]
Southern California Public Power Authority (“Issuer”)
Attention: Executive Director
1160 Nicole Court
Glendora, CA 91740
Email: [email protected]
Aron Energy Prepay 51 LLC (“Prepay LLC”)
c/o J. Aron & Company LLC
[200 West Street
New York, NY 10282
Email: [email protected]]
Re: Remediation Certificate for the Clean Energy Purchase Contract, dated [____], between [Participant] and Issuer (the “Clean Energy Purchase Contract”)
To the addressees:

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

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

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

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

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

Remediation
Purchase
Date(s)
Remediation
Quantities
(MWh)
Remediation
Price ($/MWh)
Remediation
Dollar Amounts
($)
b. Purchaser represents and warrants that (i) all of such Product was used (A) for a “qualifying use” as defined in U.S. Treas. Reg. § 1.148-1(e)(2)(iii), and (B) in a manner that will not result in any “private business use” within the meaning of Section 141 of the Internal Revenue Code of 1986, as amended, 26 U.S.C. §1 et seq, and (ii) none of such Product (A) is Priority Product or (B) has been or will be utilized to remediate any remarketing proceeds for Priority Products other than the Disqualified Remarketing Proceeds identified in Section 1.
[Signature Page Follows]
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In witness whereof the undersigned has executed this Remediation Certificate on and as of the date first written above.
[PARTICIPANT]
By:

Name:

Title:

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

RECITALS:

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

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

Section 1. Defined Terms; Interpretation.
(a) Any capitalized term used herein and not otherwise defined herein (including in the recitals) shall have the meaning assigned to such term in that certain Clean Energy Purchase Contract, dated as of [________], 2026. The following additional terms, when used in this Agreement (including the preamble or recitals to this Agreement) and identified by the capitalization of the first letter thereof, have the respective meanings set forth below, unless the context otherwise requires:
1 NTD: To streamline negotiations, we have created a generic form for review and comment by the working group. Once agreed upon, we will replicate this for each Project Participant.

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

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

Aron Fixed Payment, the J. Aron Fixed Payment for the relevant Month and Purchaser Assigned PPA, and (b) with respect to any Purchaser Assigned PPA that does not have a J. Aron Fixed Payment, the Assigned Prepay Quantity for the relevant Purchaser Assigned PPA for the relevant Month multiplied by the Assigned Product Price; provided that the J. Aron Prepay Payment shall be reduced by (i) the face amount of any Receivables (as defined in the Electricity Sale and Service Agreement) that is delivered by J. Aron to the Custodian pursuant to Section 4(f) and (ii) any Remarketing Fee Amount relating to the Assigned Prepay Quantity remarketed for the relevant Purchaser Assigned PPA; provided further that the J. Aron Prepay Payment will be determined without regard to any PPA Seller Payment Obligation.
“J. Aron Resettlement Amount” means, in respect of any Monthly PPA Invoice that reflects that a quantity of Product less than the Assigned Prepay Quantity was delivered in such Month under the relevant Purchaser Assigned PPA, an amount equal to (i) the product of (x) the portion of such Assigned Prepay Quantity actually delivered thereunder multiplied by (y) the result of the APC Contract Price for such Purchaser Assigned PPA minus (ii) any Remarketing Fee Amount relating to the Assigned Prepay Quantity remarketed for the relevant Purchaser Assigned PPA..
“Master Power Supply Agreement” means that certain Master Power Supply Agreement, dated as of [________], 2026, by and between Prepay LLC and the Issuer, as amended from time to time in accordance with its terms.
“Monthly PPA Payment” means, in respect of any Monthly PPA Invoice, an amount determined by Participant as the total amount to be withdrawn from the Purchaser Assigned PPA Payments Account by the Custodian and paid to the relevant PPA Seller in respect Resolution No. 2026-006

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3 of such Monthly PPA Invoice, which shall equal the total net amount due to such PPA Seller in respect of such Monthly PPA Invoice and shall consist of the following components:
(a) The J. Aron Prepay Payment in respect of such Monthly PPA Invoice, which shall be deemed to be paid to such PPA Seller on behalf of J. Aron in respect of Assigned Products for which such Monthly PPA Invoice is issued; and (b) the Participant Net Payment, if any, in respect of such Monthly PPA Invoice. “Monthly PPA Invoice” has the meaning specified in Section 3(a). “Participant Assigned PPA Payment Account” has the meaning stated in Section 4(a).
“Participant Gross Payment” means, in respect of any Monthly PPA Invoice, an amount determined by Participant as the positive result, if any, of (a) all amounts owed to the relevant PPA Seller in respect of such Monthly PPA Invoice (determined without regard to any offsetting PPA Seller Payment Obligation), less (b) the J. Aron Prepay Payment in respect of such Monthly PPA Invoice; provided, for clarity, that the Participant Gross Payment in respect of any Monthly PPA Invoice (i) shall be deemed to be paid to the related PPA Seller on behalf of J. Aron to the extent it relates to any Assigned PAYGO Products, and (ii) otherwise shall be deemed to be paid to the relevant PPA Seller on behalf of Participant. “Participant Net Payment” means, in respect of any Monthly PPA Invoice, an amount determined by Participant as the positive result, if any, of (a) the Participant Gross Payment in respect of such Monthly PPA Invoice less (b) the PPA Seller Payment Obligation in respect of such Monthly PPA Invoice. The Participant Net Payment shall satisfy any obligations under a Purchaser Assigned PPA with respect to (i) any Assigned PAYGO Products and (ii) any residual obligations of SCPPA thereunder.
“PPA Seller Payment Obligation” means, in respect of any Monthly PPA Invoice, an amount determined by Participant as the total amount owed by the relevant PPA Seller as reflected in such Monthly PPA Invoice, including any amounts that have been netted or set-off against amounts owed to such PPA Seller; provided, for clarity, that the PPA Seller Payment Obligation in respect of any Monthly PPA Invoice shall be deemed to be paid to Participant and credited against the Participant Gross Payment in respect of such Monthly PPA Invoice, thereby resulting in the Participant Net Payment in respect of such Monthly PPA Invoice required to be deposited by Participant hereunder.
“PPA Shortfall Lookback Summary” means, in respect of any Monthly PPA Invoice, a list that sets forth the following:
(i) in which Months, if any, the relevant PPA Seller delivered less than the Assigned Prepay Quantity in the preceding 12 Months (any such Month, a “Lookback Shortfall Month”) under the applicable Purchaser Assigned PPA and whether such underdeliveries were a result of Force Majeure (as defined in the relevant Purchaser Assigned PPA);
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4 (ii) the percentage of the Assigned Prepay Quantity under the applicable Purchaser Assigned PPA actually delivered for each such Lookback Shortfall Month; and (iii) an indication of whether an increased Remarketing Fee (as defined in the Master Power Supply Agreement) is in effect with respect to the relevant Purchaser Assigned PPA consistent with the terms of Exhibits C and F of the Master Power Supply Agreement.
“Purchaser Assigned PPA” has the meaning specified in the Clean Energy Purchase Contract.
“Remarketing Fee Amount” means, in respect of any Assigned Prepay Quantity remarketed in any Month under the remarketing provisions of the Master Power Supply Agreement, an amount equal to the product of (a) the Assigned Prepay Quantity so remarketed in such Month multiplied by (b) any Remarketing Fee applicable under the Master Power Supply Agreement.
(b) Except where expressly provided otherwise, any reference herein to any agreement or document includes all amendments, supplements or restatements to and of such agreement or document as may occur from time to time in accordance with its terms and the terms hereof, and any reference to a party to any such agreement includes all successors and assigns of such party thereunder permitted by the terms hereof and thereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 9. Notices. Any notice, demand, statement or request required or authorized by this Agreement to be given by one Party to another Party shall be in writing and shall be sent by courier, or personal delivery (including overnight delivery service) to each of the notice recipients and addresses specified in Exhibit C for the receiving Party. Any such notice, demand, or request shall be deemed to be given when actually received if delivered by courier or personal delivery (including overnight delivery service). Each Party shall have the right, upon 10 days’ prior written notice to the other Party, to change its list of notice recipients and addresses in Exhibit C. The Parties may mutually agree in writing at any time to deliver notices, demands or requests through alternate or additional methods, such as electronic mail; provided furthermore that the Parties acknowledge and agree that Monthly Statements and any communications under this Agreement relating thereto may be delivered via email to the email addresses specified for each Party in Exhibit C.

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

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

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

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

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

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

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

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

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

EXHIBIT A

ASSIGNED PPAS
Purchaser Assignment Agreements Issuer Assignment Agreements

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

Assignment Period:

PPA Seller:

PPA Seller Payment Instructions:

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

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

Assignment Period:

PPA Seller:

PPA Seller Payment Instructions:

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

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

EXHIBIT C

NOTICE INFORMATION
J. Aron:

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

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

BY AND AMONG

SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY,

CITY OF BURBANK,

CITY OF COLTON,

CITY OF PASADENA
AND

CITY OF VERNON
Dated as of ___________, 2026

EXHIBIT I
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40643083.2
ii
300506100.4
Table of Contents
Page

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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2 300506100.4
In connection with the Project and the issuance of the Bonds, SCPPA has entered into a Clean Energy Purchase Contract with each of the Project Participants, providing for the sale to each Project Participant of a specified portion of the renewable energy prepaid with proceeds of the Bonds.

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

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

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

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3 300506100.4
“Annual Budget” means the budget approved by the Project Coordinating Committee and adopted by the Board of Directors pursuant to Section 5 of this Agreement not less than 30 days nor more than 60 days prior to the beginning of each Fiscal Year, including any amendments thereto, which shall show a detailed estimate of Project Costs for such Fiscal Year and all credits, charges, revenues, income, or other funds to be applied to such costs, for and applicable to such Fiscal Year.
“Assigned Energy” shall have the meaning set forth in each Clean Energy Purchase Contract.
“Assigned Product” shall have the meaning set forth in each Clean Energy Purchase Contract.
“Billing Statement” means the written statement prepared or caused to be prepared each calendar month by, or on behalf of, SCPPA which shall be based upon certain of the information in the Annual Budget and shall show for such month the amount to be paid to SCPPA by a Project Participant in accordance with the provisions of its Clean Energy Purchase Agreement. “Board of Directors” shall have the meaning set forth in the Recitals. “Bond Counsel” means Norton Rose Fulbright US LLP or any other nationally recognized law firm specializing in public finance, selected by SCPPA to serve as Bond Counsel in accordance with the Bond Indenture.
“Bond Indenture” means (i) the Trust Indenture, dated as of ___________, 2026, between SCPPA and the Trustee, and (ii) any trust indenture entered into in connection with the commencement of any Interest Rate Period after the initial Interest Rate Period between SCPPA Resolution No. 2026-006

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4 300506100.4
and the Trustee containing substantially the same terms as the indenture described in clause (i) and which is intended to replace the indenture described in clause (i) as of the commencement of such Interest Rate Period.
“Bonds” shall have the meaning set forth in the Recitals. “Burbank Clean Energy Purchase Contract” means the Clean Energy Purchase Contract, dated as of _________, 2026, between SCPPA and Burbank. “Burbank PPA Custodial Agreement” means the Custodial Agreement, dated as of ___________, 2026, among Burbank, J. Aron and the PPA Custodian. “Chairperson” shall have the meaning set forth in Section 3.4 hereof. “Clean Energy Purchase Contracts” means, collectively, the Burbank Clean Energy Purchase Contract, the Colton Clean Energy Purchase Contract, the Pasadena Clean Energy Purchase Contract and the Vernon Clean Energy Purchase Contract. “Colton Clean Energy Purchase Contract” means the Clean Energy Purchase Contract, dated as of _________, 2026, between SCPPA and Colton.
“Committee Representative” shall have the meaning set forth in Section 3.2 hereof. “Committee Vote” shall have the meaning set forth in Section 3.2 hereof. “Electricity Sale and Service Agreement” means the Electricity Purchase, Sale and Service Agreement, dated as of __________, 2026, between J. Aron and Prepay LLC.

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

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

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

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

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

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

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

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

3. RESPONSIBILITIES OF PROJECT COORDINATING COMMITTEE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4. DUTIES OF PROJECT MANAGER

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

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

5. RESPONSIBILITIES OF SCPPA; ANNUAL BUDGET

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

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

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

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

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

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

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

6. PROJECT PARTICIPANT OBLIGATIONS; PAYMENT OF COSTS

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

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

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

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

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

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

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

6.6 Costs Incurred for Sole Benefit of Specific Project Participant.

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

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

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

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

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

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

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

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

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

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

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

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

7. LIABILITY

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

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

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

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

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

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

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

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

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

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

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8. RELATIONSHIP OF THE PARTIES

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

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

9. DISPUTES

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

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statement of the question or issue in dispute together with a statement listing the relevant facts and documentation that support the claim.

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

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

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

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

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

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

11. REPRESENTATION AND NOTICES

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

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

Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740
Attention: Executive Director
Telephone: (626) 793-9364
Email: [email protected]
City of Burbank
____________________________
____________________________
Attention: ___________________
Telephone: __________________
Email: ______________________
City of Colton
____________________________
____________________________
Attention: ___________________
Telephone: __________________
Email: ______________________
City of Pasadena
____________________________
____________________________
Attention: ___________________
Telephone: __________________
Email: ______________________
City of Vernon
____________________________
____________________________
Attention: ___________________
Telephone: __________________
Email: ______________________
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12. SEVERABILITY.

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

13. AMENDMENTS
The Parties acknowledge and agree that any amendment to this Agreement shall be in writing and duly executed by the Parties.
[Signatures on next page.]
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IN WITNESS WHEREOF, the Parties hereto have duly caused this Agreement to be executed on their behalf by their duly authorized representatives.

SOUTHERN CALIFORNIA PUBLIC

POWER AUTHORITY
Dated: ____________________ By:

Title:

CITY OF BURBANK
Dated: ____________________ By:

Title:

CITY OF COLTON
Dated: ____________________ By:

Title:

CITY OF PASADENA
Dated: ____________________ By:

Title:

CITY OF VERNON
Dated: ____________________ By:

Title:

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

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

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

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

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

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

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

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

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

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

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

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

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

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Signature Page to Letter Agreement
Very truly yours,
SCPPA

SOUTHERN CALIFORNIA PUBLIC POWER

AUTHORITY
By:

Name:

Title:

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

PARTICIPANT
[PARTICIPANT]
By:

Name:

Title:

Resolution No. 2026-006

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Exhibit A

ASSIGNMENT AGREEMENTS
Purchaser Assignment Agreements Issuer Assignment Agreements

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

Assignment Period:

PPA Seller:

PPA Seller Payment Instructions:

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

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

Assignment Period:

PPA Seller:

PPA Seller Payment Instructions:

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

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City Council Agenda Report
Meeting Date: February 17, 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 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; B. Adopt Resolution No. 2026-006 approving and authorizing the City Administrator to execute those interrelated agreements (Prepay Agreements) to which the City is a party, 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, for participation in a clean energy savings renewable energy transaction that will create a discount for the City of Vernon (City) in its purchase of certain renewable energy including:

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 rights and obligations to receive and pay for renewable energy credits under the City’s .
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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;

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; and C. Approve and authorize the City Administrator to (a) execute and deliver the Prepay Agreements 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.

Background
Vernon Public Utilities (VPU) continues to progress toward meeting the goal of sourcing 100% carbon-free resources by 2045, while increasing renewable power supplies in a cost-effective manner. VPU proposes to assign existing resources to SCPPA for the purpose of leveraging our tax-exempt status to achieve cost savings of approximately $2.0 million per year. SCPPA is a twelve-member Joint Powers Authority (JPA) comprised of publicly owned utilities and has previously undertaken a similar financing for renewable power resources.

To achieve the anticipated savings, SCPPA proposes to issue Clean Energy Project Revenue Bonds as the tax-exempt financing mechanism, which is allowed by the Internal Revenue Service (IRS). In this prepaid structure, VPU will assign renewable energy products to SCPPA, and SCPPA will assign renewable energy products (including such products assigned by VPU as well as renewable energy products under its own direct PPAs) to J. Aron. VPU will agree to buy back the renewable energy products from SCPPA through a Clean Energy Purchase Contract (CEPC) at a discounted price per megawatt-hour (MWh) from the prices in the existing PPAs. In order to secure the supplies of renewable energy to be sold to VPU and the other Project Participants (Burbank, Colton, and Pasadena) under their respective CEPCs, SCPPA will issue the Clean Energy Project Revenue Bonds to finance a one-time prepayment to an affiliate of J. Aron.
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It is important to point out that 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 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 to VPU.

In assessing risk mitigation, it is also important to contrast this clean energy savings plan with the City’s 2006 Gas Prepay transaction.
2006 Gas Prepay Transaction:

1. The 2006 transaction was unique and is not comparable to the proposed transaction.

2. Vernon sold bonds backed by the electric utility to buy long-term gas.

3. Vernon then sold the power plant, where the long-term gas purchased by Vernon was intended to be consumed, leaving Vernon without the ability to make a qualified use of the gas as required by IRS regulations.

4. Gas was purchased at a long-term fixed price; however, the price was subject to market prices and a discount after the power plant was sold and there was a new municipal counterparty that purchased the gas.

5. Vernon was still obligated to pay for the bonds.
2026 Clean Energy Savings Plan for Renewable Energy Through SCPPA:

1. Vernon is not selling any debt and is not pledging its electric utility revenues.

2. Vernon is taking existing power purchase agreement obligations and putting them into this structure.

3. No new power is being procured, and existing contracts have already been approved by City Council.

4. Vernon will save money on these existing commitments.

5. Vernon only pays for the power received and receives a discount for the savings.

Five separate renewable power purchase agreements (Antelope DSR 1, Astoria 2, Daggett Solar Power 2, Desert Harvest II, and BP Energy) have been evaluated and are identified as ideal candidates for savings through tax-exempt bond financing.

Renewable
Project
Renewable
Type
Estimated
Prepayment
Amount
Average Annual
Prepaid Cash
Flows
Estimated Average
Annual Savings
@ 10%
Antelope DSR I Solar $42.32
million $2.8 million $0.28 million
Astoria 2 Solar $64.61
million $4.3 million $0.43 million
Daggett Solar
Daggett Storage
Solar
Battery
$64.35
$21.90
million
$4.3 million
$1.1 million
$0.43 million
. $0.11 million
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Item 14 Page 223 of 297
Desert Harvest II Solar $34.94
million $2.4 million $0.24 million
BP Energy RECs $79.06
million $5.3 million $0.53 million
Total $307.18
million $20.2 million $2.02 million
On July 16, 2015, SCPPA entered into a power purchase agreement with Antelope DSR 1, LLC for 50 MW solar photovoltaic generating capacity from the Antelope DSR 1 Solar Facility. The facility is located in the Antelope Valley, Los Angeles County, California, and commercial operation occurred on December 16, 2016, for a term of 20 years.

On July 23, 2014, SCPPA entered into a power purchase agreement with Recurrent Energy for solar energy from the Astoria 2 Solar Project. SCPPA is entitled to 35 MW of solar photovoltaic (PV) generating capacity from commercial operation to December 31, 2021, and 45 MW of generating capacity from January 1, 2022, until the expected expiration date of December 31, 2036. The commercial operation date was December 2016. The facility is located in Tehachapi, Kern County, California. The City is currently contracted to purchase 66.6667% of the output.

The Daggett Solar plus Battery Energy Storage System (BESS) project is a 65 MW solar with a 33 MW 4-hour Lithium-Ion BESS. The commercial operation date was December 12, 2023. The project, located in the City of Daggett, San Bernardino County, California, is part of an approximately 482 MW solar PV facility. The project, developed by the Clearway Energy Group, is owned by Daggett Solar Power 2 LLC. On June 24, 2022, SCPPA executed a PPA for 65 MW for the cities of Vernon and Cerritos. The PPA entitles VPU to 60 MW of solar PV output and 30 MW of energy storage. The commercial operation date was December 12, 2023. The power purchase agreement expires on December 31, 2044.

On December 17, 2020, SCPPA executed a power purchase agreement with EDF Renewables for 70 MW of solar PV capacity from the Desert Harvest 2 Solar PV project. The project is a PV system that interconnects at the Marketplace substation and is located on 1,200 acres of Bureau of Land Management land in Desert Center (Riverside County), California. The agreement serves the cities of Anaheim, Burbank, and Vernon. VPU is entitled to 17.14 percent of the Project’s output or about 12 MW. This power purchase agreement, which expires at the end of 2045, only provides Renewable Energy Credits (RECs). RECs demonstrate that electricity was generated from an eligible renewable energy resource and are purchased or sold by eligible entities.

On September 16, 2025, City Council approved the purchase of RECs from BP Energy through a long-term contract, adhering to the general terms and conditions of the WSPP Agreement.

Approving a 10-year Confirmation Letter for the purchase of Portfolio Content Category Product 1 (PCC1, Bucket 1) Energy with BP Energy is beneficial to the City and serves the best interests of its customers since the agreement helps the City meet its renewable energy requirements without committing to a traditional 20 plus year power purchase agreement on a renewable project, with terms and conditions governed by the Western States Power Pool (WSPP) Agreement. This agreement, approved by the Federal Energy Regulatory Commission, provides a standardized contract for utilities managing the purchase and sale of wholesale electricity, including RECs. The WSPP Agreement standardizes the terms and conditions for power purchasing, selling, and trading among its members. .
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Item 14 Page 224 of 297
Under this proposed SCPPA transaction, SCPPA would assign certain rights and obligations to receive and pay for renewable energy and associated resources under the PPAs to J. Aron.

SCPPA would then issue tax-exempt bonds to finance a one-time prepayment to secure a 30- year supply of renewable energy from an affiliate of J. Aron. The expected source of such energy will be the power purchase agreements assigned by SCPPA to J. Aron, including the PPAs related to Vernon. SCPPA would then sell the energy back to VPU at a reduced cost. SCPPA can leverage its JPA status to issue bonds. Additionally, VPU will benefit by collaborating with other public utilities to leverage this type of savings and achieve transaction sizes that make this economically viable for SCPPA members and their customers.

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

The custodian, U.S. Bank Trust Company, National Association, or another financial institution selected by J. Aron, will ensure that all payments received and disbursements are correct and comply with the requirements of the respective PPAs. The Project Coordination and Governance Agreement with SCPPA will establish the terms and cost allocations to administer the project with VPU and other SCPPA project participants. The Letter Agreement with SCPPA limits the parties’ ability to terminate the LAAs to specified events.

This clean energy financing structure has been authorized by governing boards for several other tax-exempt power agencies in California. These agencies have issued prepay renewable energy bonds to achieve savings of 10% to 12% on the originally contracted renewable power prices.

Anaheim Public Utilities realized approximately $5.0 million in annual savings as a result of its 2024 transaction. Additionally, by entering into this transaction with Burbank, Colton, and Pasadena, the City can achieve higher savings together and allocate costs among the four participating utilities. VPU staff have reviewed similar financing structures to ensure that risks are appropriately mitigated. Moreover, we began the detailed review and discussion of this transaction in January 2025. The entire VPU and SCPPA teams have been meeting weekly on this transaction and related documents. Savings from tax-exempt financing will enable VPU to continue mitigating its renewable energy costs and ensure our rates remain competitive with investor-owned utilities and other publicly owned utilities in the surrounding area.

The proposed agreements have been reviewed and approved as to form by the City Attorney’s Office and VPU outside counsel.

Fiscal Impact
The estimated annual savings is $2 million. 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. 2026-006
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Item 14 Page 225 of 297
Vernon Public Utilities
Clean Energy Savings Plan for Renewable Energy
March 3, 2026
March 3, 2026
Item 14
Staff Presentation
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Item 14 Page 226 of 297
Electric Rate Strategy
VPU is a dedicated partner invested in the stability and growth of the Vernon community and committed to
providing reliable, competitively priced utilities.
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Background
• In April 2024, SCPPA and Anaheim initiated a prepaid clean energy financing, saving ~$3.5M annually.
• Now, Vernon is seeking approval a similar opportunity with SCPPA to lower renewable costs to its customers.
• Assuming 10% savings on the existing PPA contracts, this would result in annual savings of ~$2 million for current contract years.
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Prepayments Completed in California (2021 – 2024)
4 Date Amt. ($000) Participant(s ) Savings
(Initial Term)
09/2021 1,234,720 Silicon Valley Clean Energy, Ava 7.9% 11/2021 602,655 Marin Clean Energy 10.1%
07/2022 931,120 Ava Community Energy 9.9%
01/2023 459,640 Pioneer Community Energy 12.0%
01/2023 841,550 Silicon Valley Clean Energy 10.2%
02/2023 998,780 Clean Power Alliance 13.6%
06/2023 958,290 Clean Power Alliance 11.8%
08/2023 997,895 Ava Community Energy 12.2%
10/2023 647,750 Central Coast Community Energy 11.4%
12/2023 1,038,285 Marin Clean Energy 12.9%
01/2024 1,101,625 Silicon Valley Clean Energy 13.1%
05/2024 592,270 Anaheim Public Utilities 15.1%
08/2024 1,524,180 Clean Power Alliance 13.2%
10/2024 959,825 Peninsula Clean Energy 12.3%
11/2024 1,243,210 San Jose Clean Energy 12.2%
11/2024 1,152,995 Clean Power Alliance 12.6%
11/2024 1,000,500 San Diego Community Power 12.0%
11/2024 775,590 Sonoma Clean Power 15.2%
12/2024 1,290,750 Clean Power Alliance 16.8%
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Item 14 Page 229 of 297
Prepayments Completed in California (2025 – 2026)
5 Date Amt. ($000) Participant(s ) Savings
(Initial Term)
01/2025 984,120 Turlock Irrigation District 17.9%
02/2025 865,770 Modesto Irrigation District 12.9%
03/2025 493,345 Valley Clean Energy 14.4%
06/2025 1,062,605 Marin Clean Energy 10.9%
07/2025 1,005,685 San Diego Community Power 10.5%
09/2025 1,004,395 Ava Community Energy 10.1%
10/2025 960,730 Ava Community Energy 12.3%
11/2025 844,495 Silicon Valley Clean Energy 10.8%
12/2025 1,035,235 Peninsula Clean Energy 11.3%
01/2026 1,245,685 San Jose Clean Energy 11.7%
02/2026 736,375 Turlock Irrigation District 14.1%
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PPAs Identified for Inclusion
• Astoria II
• Antelope DSR I
• Daggett Solar
• Daggett Storage
• Desert Harvest II
• BP Energy
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Clean Energy Savings Plan Documents*
7 1) Limited Assignment Agreement (LAA): VPU assigns its PPAs to SCPPA, who assigns them to the Electricity Supplier, who in turn provides the electric deliveries through the prepayment structure.
2) Clean Energy Purchase Contract: VPU enters into a 30-year electricity purchase agreement with SCPPA. VPU pays for the assigned electricity based on actual deliveries.
3) Project Coordination and Governance Agreement: SCPPA will administer this project and allocate administrative direct costs associated with the prepay transaction to all SCPPA project participants, including VPU, Burbank, Pasadena, and Colton. 4) Letter Agreement: An agreement with SCPPA for a term equal to the terms of 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.
* Only describes documents that include Vernon as a party. .
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Risk Management
8 Thirty (30) Year Term
1) The 2026 Clean Energy Savings Plan transaction is
structured to ensure that Vernon is in no worse of a risk position than it is today if the transaction terminates early for any reason.
2) Similar to its commitment under the 20-30 year PPAs, the City is committed to the full 30-year term but can opt out during each bond reset period (every 7-10 years) if the Plan does not provide the minimum discount.
3) There will be no adjustment to the price under the PPAs from what was previously negotiated and approved by
City Council. Vernon returns to the same contractual
position that it is in today.
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Risk Management
9 Discount Program
1) The discount Vernon receives at the beginning of the transaction will continue through the first bond reset
period (likely 7-10 years).
2) The Clean Energy Savings Plan documents will set a
minimum savings threshold for future bond reset periods (e.g., 5%).
3) If savings in any future bond reset period fall below the minimum savings threshold, Vernon has the option of
accepting the lower discount as well as look for
competitive options.
4) If Vernon does not accept the lower discount, Vernon’s PPAs will revert to their original contractual relationships and receive energy at the original contract price.
5) Vernon reviews the savings threshold at the next reset . period. .

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Next Steps
10 VPU
Recommends
City Council
Approval of
Resolution
2026-006
Finalize
Contracts and
Agreements
Complete
Bond Issuance
2nd Qtr. 2026
Return with
Finalized
Savings PostPricing
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Item 14 Page 235 of 297