On the agenda: Glendora Board of Directors Special Meeting Agenda 10-21-26 — data center (Oct 21)
Past ⚠ Agenda Watch Glendora, California · Wednesday, October 21, 2026 — 6 days ago
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SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
NOTICE OF SPECIAL MEETING
Board of Directors
NOTICE IS HEREBY GIVEN by the undersigned, as the Executive Director of the Southern California
Public Power Authority, that a special meeting of the Board of Directors is to be held as follows:
Wednesday, October 21, 2026
10:00 AM
Hilton Los Angeles North/Glendale
Room: Lower-Level Verdugo
100 W Glenoaks Blvd.
Glendale, CA 91202
Any writings or documents provided to the Board of Directors
regarding any item on this agenda subsequent to distribution of the
agenda packet will be made available for public inspection at
SCPPA’s Office set forth above, during normal business hours.
Members of the public may participate in the meeting in person or via
teleconferencing and may also view any documents made available
during the meeting, using the following information:
Call
Call-In Number: 888-788-0099
Meeting ID: 923 7238 1802
Passcode: 914368
Meeting
Zoom: Join Meeting
Meeting Materials: Access Here
SCPPA, upon request, will provide reasonable accommodation to the disabled to ensure equal access
to its meetings. To ensure availability, such request should be made 24 hours in advance of the Meeting
by contacting the Authority at (626) 793-9364 or [email protected] during business hours.
The Special meeting will be also conducted by teleconference from:
Anaheim Public Utilities
201 S. Anaheim Blvd,
th
11 Floor Large Conference
Room
Anaheim, CA 92805
BOARD AGENDA COVER
Page 1 of 4
The following matters are the business to be transacted and considered by the Board of Directors:
1. NOTICE / AGENDA AND OPPORTUNITY FOR THE PUBLIC TO ADDRESS THE BOARD
Members of the public may address the Board at this time on any item on today’s agenda or any
other item that is within the subject matter jurisdiction of the Board. Comments from members
of the public shall be limited to three (3) minutes unless additional time is approved by the Board.
Any member of the Board may request that items on the agenda be taken out of order, or that
items be added to the agenda pursuant to the provisions of Section 54954.2(b) of the California
Government Code.
2. EXECUTIVE DIRECTOR REPORT
The Executive Director will report on the activities of the Authority since the last Board Meeting.
3. CONSENT CALENDAR
All matters listed under the Consent Calendar are considered to be routine and will all be enacted
by one motion. There will be no separate discussion of these items prior to the time the Board
votes on the motion, unless one or more Board members, staff, or a member of the public
requests that specific items be discussed and/or removed for separate discussion or action.
A. Minutes of the Board of Directors Meeting
o Regular Meeting Minutes: September 17, 2026
B. Receive and File:
1. FY 2025-26 Q4 Budget-to-Actual Variance Report
2. Finance Committee Meeting Minutes: September 14, 2026
3. Monthly Investment Report: August 2026
4. SCPPA A&G Budget Comparison Report: June 2026 (Final)
5. SCPPA A&G Budget Comparison Report: August 2026
6. Working Group Update: October 2026
7. Magnolia Power Project Operations Report: September 2026
8. Palo Verde Nuclear Generating Station Status Report: August 2026
9. Federal Legislative Report: September 2026
C. Resolution 2026-099
Approving and Authorizing Execution of Amendment No. 4 to a Master Professional Services
Agreement with Clean Power Research, L.L.C. for Consulting Services related to Distributed
Energy Resources Demand Management Systems, Extending the Term of the Agreement
through February 18, 2027
4. CHIEF FINANCIAL & ADMINISTRATIVE OFFICER REPORT
A. Supplemental Indentures of Trust for Milford Wind Corridor Phase I Project, Milford
Wind Corridor Phase II Project, Windy Point/Windy Flats Project and Gas Project
Revenue Bonds (Project No. 1)
1. Resolution 2026-100
Relating to the Milford Wind Corridor Phase I Project: (I) Authorizing Execution and
Delivery of a Third Supplemental Indenture of Trust, and(II) Authorizing the
Officers of the Authority to Do All Other Things Deemed Necessary or Advisable
2. Resolution 2026-101
Relating to the Milford Wind Corridor Phase II Project: (I) Authorizing Execution
and Delivery of a Third Supplemental Indenture of Trust, and(II) Authorizing the
Officers of the Authority to Do All Other Things Deemed Necessary or Advisable
BOARD AGENDA COVER
Page 2 of 4
3. Resolution 2026-102
Relating to the Windy Point/ Windy Flats Project: (I) Authorizing Execution and
Delivery of a Fourth Supplemental Indenture of Trust, and(II) Authorizing the
Officers of the Authority to Do All Other Things Deemed Necessary or Advisable
4. Resolution 2026-103
Relating to the Gas Project Revenue Bonds (Projct No. 1) Series 2007A and Series
2007B: (1) Authorizing the Execution and Delivery of a Third Supplemental Trust
Indenture and (II) Authorizing the Officers of the Authority to Do All Other Things
Deemed Necessary or Advisable.
B. Resolution 2026-104
Related to the Clean Energy II Project: (I) Authorizing the Execution and Delivery of a First
Amendment to Master Power Supply Agreement, a First Amendment to Clean Energy
Purchase Contract, and a Limited Assignment Agreement (Don Campbell-Burbank), and (II)
Authorizing the Officers of the Authority to Do All Other Things Deemed Necessary or
Advisable
C. FY 2025-26 Administrative & General Expense Budget to Actual Report
5. ASSET MANAGEMENT REPORT
A. FY 2025-26 Q4 Budget-to-Actual Variance Report
6. PROJECT DEVELOPMENT REPORT
A. Resolution 2026-106
Approving and Authorizing Execution of a Master Professional Services Agreement with
Pandora Consulting, Inc. for System Reliability, Restoration, and Response Benchmarking
Surveys, Studies, and Reports; Providing for Additional Contributions to the Authority’s
Revolving General Fund, and Authorizing Certain Related Action
7. PROGRAM DEVELOPMENT REPORT
A. Resolution 2026-107
Awarding and Authorizing Execution of a Master Professional Services Agreement with TRC
Engineers, Inc. for Consulting Services Related to Energy Efficiency and Demand Response
Programs and Electric Utility Fleet Electrification; Providing for Additional Contributions to the
Authority’s Revolving General Fund, and Authorizing Certain Related Action
8. GOVERNMENT AFFAIRS REPORT
The Director of Government Affairs will report on regional, state, and/or federal legislative and
regulatory activities affecting Southern California public power utilities, including climate
change, air quality, wildfire mitigation, renewable energy and traditional energy resources,
transportation and building electrification, alternative energy supplies, resource planning,
market and utility operations, and joint powers agreements.
A. State Legislative Update including the Governor’s Final Action on Bills for the 2026
Legislative Session
B. Federal Update including Senate Bipartisan Permitting Reform Bill
9. BOARD MEMBER COMMENTS
A. Opportunity for Board Members to bring up informational items or request that an
item be added to a future Board Agenda.
BOARD AGENDA COVER
Page 3 of 4
Docusign Envelope ID: 21941A34-4AAB-85C7-80B4-B466EFFAB3D1
10. ADJOURNMENT
Daniel E Garcia
Executive Director
Southern California Public Power Authority
BOARD AGENDA COVER
Page 4 of 4
MINUTES OF THE REGULAR MEETING OF THE BOARD OF DIRECTORS
OF THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
A regular meeting of the Board of Directors was held on September 17, 2026, at Southern California
Public Power Authority, 1160 Nicole Court, Glendora, CA 91740.
The meeting was called to order at 10:00 AM by the Board President, Mandip Samra. Daniel E
Garcia, Executive Director, went through the emergency safety protocols for the in-person meeting
participants. Ms. Samra went through the web conference protocol. Salpi Ortiz took attendance.
The following Board Members
(B) or Alternates (A) were
present:
Anaheim: Brian Beelner (B)
Azusa: Tikan Singh (B)
Banning: Fred Lyn (B)
Burbank: Mandip Samra (B)
Cerritos: Sergio Huizar (A)
Colton: Thomas Miller (B)
IID: Sabrina Barber (A)
Glendale: Scott Mellon (B)
LADWP: Ashkan Nassiri (A)
Pasadena: Kelly Nguyen (A)
Riverside: Scott Lesch (A)
Vernon: Todd Dusenberry (B)
1. NOTICE/AGENDA AND OPPORTUNITY FOR THE PUBLIC TO ADDRESS THE BOARD
Ms. Samra noted that the meeting was noticed and posted as required under the Brown Act.
She invited public comment on any items on the agenda. There were no public comments.
2. EXECUTIVE DIRECTOR REPORT
Mr. Garcia reported that registration for the Annual Conference has reached 200 attendees,
with a goal of 300, and encouraged continued outreach to increase participation. He provided
an update on the program agenda and announced that astronaut Scott Kelly will be a featured
speaker. He expressed enthusiasm for his participation and the opportunity to hear his
presentation.
Mr. Garcia also announced that SCPPA is actively recruiting for the Assistant General
Counsel/Associate Counsel position and encouraged members to refer qualified candidates to
apply.
3. CONSENT CALENDAR
A. Minutes of the Board of Directors Meeting
MINUTES OF THE BOARD OF DIRECTORS
Page 1 of 5
Meeting Date: 09-17-2026
o Regular Meeting Minutes: August 20, 2026
B. Receive and File:
1. Finance Committee Meeting Minutes: August 3, 2026
2. Monthly Investment Report: July 2026
3. SCPPA A&G Budget Comparison Report: July 2026
4. Quarterly Renewables Report
5. Working Group Update: September 2026
6. Magnolia Power Project Operations Report: August 2026
7. Palo Verde Nuclear Generating Station Status Report: July 2026
8. Federal Legislative Report: August 2026
C. Resolution 2026-095
Approve Amendment No. 5 to Master Professional Services Agreement for Energy Efficiency
Audits and Direct Installation Services with Eagle Systems International, Inc. DBA Synergy
Companies, to Extend the Term of the Agreement to January 21, 2027
Moved by: Tom Miller, Colton Electric Utility
Seconded: Sabrina Barber, Imperial Irrigation District
Ms. Ortiz took a Roll Call vote:
Yes
Anaheim
X
Azusa
X
Banning
X
Burbank
X
Cerritos
X
Colton
X
Glendale
X
IID
X
LADWP
X
Pasadena
X
Riverside
X
Vernon
X
No
Present, Not
Voting
4. CHIEF FINANCIAL & ADMINISTRATIVE OFFICER REPORT
A. Resolution 2026-096
MINUTES OF THE BOARD OF DIRECTORS
Page 2 of 5
Absent
Meeting Date: 09-17-2026
Authorizing Preparation of All Documents Necessary or Appropriate to Sell and Issue
Renewable Energy Prepayment Bonds, Proceeds of which will be used to Finance
Prepayments for the Purchase of Supplies of Renewable Energy for the Benefit of the City
of Pasadena; and Authorizing Related Actions
Aileen Ma, Chief Financial & Administrative Officer presented Resolution 2026-096 to the
Board for consideration and approval.
Moved by: Todd Dusenberry, Vernon Public Utilities
Seconded: Kelly Nguyen, Pasadena Water & Power
Ms. Ortiz took a Roll Call vote:
Yes
Anaheim
X
Azusa
X
Banning
X
Burbank
X
Cerritos
X
Colton
X
Glendale
X
IID
X
LADWP
X
Pasadena
X
Riverside
X
Vernon
X
No
Present, Not
Voting
Absent
B. Presentation Regarding SCPPA Training Program
Elizabeth Naranjo, Senior Utility Analyst, provided an overview of the SCPPA Training
Program. She reviewed the number of classes and attendees for FY 2025–26 and presented
training opportunities for FY 2026–27. The presentation also covered the member registration
and payment process, training requests, and the evolution of the Training Program.
5. ASSET MANAGEMENT REPORT
A. Resolution 2026-097
Authorizing Execution of a WSPP Confirmation Agreement with Tenaska Power Services, Co.
for the Sale of Certain Environmental Attributes Associated with Geothermal Projects Located
in the State of Nevada
MINUTES OF THE BOARD OF DIRECTORS
Meeting Date: 09-17-2026
Page 3 of 5
Charles Guss, Senior Asset Manager presented Resolution 2026-097 to the Board for
consideration and approval.
Moved by: Mandip Samra, Burbank Water & Power
Seconded: Ashkan Nassiri, Los Angeles Department of Water & Power
Ms. Ortiz took a Roll Call vote:
Yes
Anaheim
X
Azusa
X
Banning
X
Burbank
X
Cerritos
X
Colton
X
Glendale
X
IID
X
LADWP
X
Pasadena
X
Riverside
X
Vernon
X
No
Present, Not
Voting
Absent
6. PROGRAM DEVELOPMENT REPORT
C. Resolution 2026-098
Award and Authorize Execution of a Master Professional Services Agreement to The Cadmus
Group LLC for Consulting Services Related to Energy Efficiency and Demand Response
Programs and Electric Utility Fleet Electrification; Providing for Additional Contributions to the
Authority’s Revolving General Fund, and Authorizing Certain Related Action
Brandon Czworniak, Senior Utility Analyst presented Resolution 2026-098 to the Board for
consideration and approval.
Moved by: Tikan Singh, Azusa Light & Water
Seconded: Mandip Samra, Burbank Water & Power
MINUTES OF THE BOARD OF DIRECTORS
Meeting Date: 09-17-2026
Page 4 of 5
Ms. Ortiz took a Roll Call vote:
Yes
Anaheim
X
Azusa
X
Banning
X
Burbank
X
Cerritos
X
Colton
X
Glendale
X
IID
X
LADWP
X
Pasadena
X
Riverside
X
Vernon
X
No
Present, Not
Voting
Absent
7. GOVERNMENT AFFAIRS REPORT
A. State Regulatory Update Including Advanced Clean Fleets
Mario De Bernardo, Government Affairs Director, provided a state legislative update on
Wildfire Reform and Other End of Session Actions and responded to questions and
comments from the Board.
B. August California Energy Commission Tour Recap
Mr. De Bernardo provided a recap of the California Energy Commission tour.
7. BOARD MEMBER COMMENTS
A. Opportunity for Board Members to bring up informational items or request that an
item be added to a future Board Agenda.
8. ADJOURNMENT
The meeting was adjourned at 10:49 a.m.
Respectfully Submitted,
MINUTES OF THE BOARD OF DIRECTORS
Meeting Date: 09-17-2026
Page 5 of 5
___________________
Daniel E Garcia
Executive Director
MINUTES OF THE BOARD OF DIRECTORS
Meeting Date: 09-17-2026
Page 6 of 6
SCPPA Quarterly Budget Comparisons
Quarter Ending June 30, 2026
($000s)
Under / (Over)
Budget
Actual
Budget
Project Type
Traditional $
Natural Gas $
Transmission $
Hydro/Landfill Gas/Biomass $
Wind $
Geothermal $
Solar $
303,973
19,663
128,124
59,016
223,896
198,196
234,984
Total $ 1,167,852
$
$
$
$
$
$
$
286,656
17,631
102,972
57,851
228,053
184,280
225,453
$
$
$
$
$
$
$
17,317
2,032
25,152
1,165
(4,157)
13,916
9,531
6%
10%
20%
2%
-2%
7%
4%
$ 1,102,896
$
64,956
6%
Budget
$350,000
$/MWh
Budget
% Variance
$
$
$
$
$
$/MWh Actual
54.29
NA
NA
82.68
87.75
80.45
74.14
$
$
$
$
$
60.19
NA
NA
82.79
82.75
74.84
72.96
Actual
6%
25%
$300,000
20%
$250,000
-2%
7%
4%
15%
$200,000
10%
20%
$150,000
5%
$100,000
2%
0%
10%
$50,000
$0
-5%
Traditional
Natural Gas
Transmission
Hydro/Landfill
Gas/Biomass
Wind
Geothermal
Solar
SCPPA Quarterly Budget Comparisons
Quarter Ending June 30, 2026
Traditional Projects
Apex
Combined
Cycle
($000s)
YTD Budget
YTD Actual
Variance
Direct Admin &
General
Indirect Admin
& General
$
$
$
$
$
$
% Variance
Canyon
Power
Palo Verde
($000s)
YTD Budget
YTD Actual
Variance
% Variance
($000s)
YTD Budget
YTD Actual
Variance
% Variance
276
248
28
10%
0%
Direct Admin &
General
Indirect Admin
& General
$
$
$
216 $
227 $
(11) $
-5%
Direct Admin &
General
$
$
$
$
$
$
Magnolia
San Juan
($000s)
YTD Budget
YTD Actual
Variance
% Variance
23,532
20,817
2,715
O&M*
204 $
197 $
7 $
4%
612 $
599 $
13 $
2%
206
Capital
Improvements
Fuel & Holdback
Release Capital
Transmission
$
$
$
$
$
$
$
$
$
12%
$
7,200
5,654
1,546
35,254
35,254
-
21%
0%
Non-Operating
Income
Capital Expenses
15,104 $
6,766 $
8,338 $
55%
-
PV Switchyard
O&M,Taxes
444 $
238 $
$
46%
$
$
$
-
Insurance
19,536 $
19,675 $
(139) $
468
73
395
-1%
84%
Variable Fuel
$
$
$
Insurance
773 $
773 $
$
0%
-
Net Debt
Service
$
$
$
1,248
1,239
9
-1%
$
$
$
$
$
$
4%
Taxes
$
$
$
Total Cost
-
$
$
$
Taxes
$
$
$
(12) $
(12) $
100%
2,496 $
2,603 $
(107) $
-4%
68,232
71,402
(3,170)
-5%
Variable Costs
(1)
$
$
$
(1)
100%
Fuel
Combined
Transportation
O&M
Capital
Major Maintenance
& Common
Improvements
Costs
$
372 $
792 $
27,852 $
180 $
17,604 $
8,232
$
439 $
784 $
24,186 $
7 $
17,604 $
6,944
$
(67) $
8 $
3,666 $
173 $
$
1,288
-18%
1%
13%
96%
0%
16%
Reclamation
Direct Admin & Indirect Admin
Decommisisoning
PNM A&G
Trust
Property Taxes
General
& General
Trust Contribution
Contribution
$
36 $
12 $
$
306 $
$
$
29 $
10 $
$
306 $
$
$
7 $
2 $
$
$
$
18%
14%
0%
-
35,149
25,862
9,287
26%
Minimum Cost
Debt Service ANPP Debt Service PV
Trans. Sys
Swyd.
144 $
156
(12) $
-9%
109,630
105,257
4,372
1%
Net Debt
Service
MWHs
Delivered
Total Cost
Taxes
21,972 $
22,154 $
(182) $
18,852
17,899
953
5%
Net
Renewal &
APS Admin &
Insurance & Neil
O&M
Other Income
Investment
Replacements
General
Reinbursement
Income
38,724 $
20,052 $
7,380 $
$
240 $ (1,572)
35,622 $
23,094 $
11,084 $
(909) $
(62) $ (1,226)
3,102 $
(3,042) $
(3,704) $
909 $
302 $
(346)
8%
-15%
-50%
126%
22%
Payments to SRP for Transmission
11,588 $
11,421 $
167 $
1%
Direct Admin &
General
($000s)
YTD Budget
YTD Actual
Variance
% Variance
$
$
$
Indirect Admin
& General
300 $
598 $
(298) $
-99%
Nuclear Fuel
($000s)
YTD Budget
YTD Actual
Variance
% Variance
144
143
1
O&M
Indirect Admin
& General
Project A Net
Debt Service
$
$
$
18,684 $
17,392 $
1,292 $
7%
Insurance
$
$
$
Project B
Net Debt
Service
-
Net Debt
Service
$
$
$
Total Cost
Fuel
744 $
680
64 $
9%
3,985 $
3,985 $
$
0%
Reclamation
Study
$
(49) $
49 $
-
12,163 $
11,815 $
347 $
3%
-
78,445
72,022
6,423
8%
Total Cost
$
$
$
354
297
57
16%
2,083,796
1,728,644
355,152
$/MWh
$
$
$
17%
MWHs
Delivered
102,581 $
18,905 $
83,676 $
82%
52.61
60.89
(8)
-16%
$/MWh
342.65
1,368.02
(1,025)
-299%
MWHs
Delivered
1,932,967
1,834,826
98,141
5%
Total Costs
80,395 $
83,217 $
(2,822) $
-4%
MWHs
Delivered
1,480,092 $
1,180,263 $
299,829 $
20%
MWHs
Delivered
-
$/MWh
41.59
45.35
(4)
-9%
$/MWh
53.00
61.02
(8)
-15%
SCPPA Quarterly Budget Comparisons
Quarter Ending June 30, 2026
Natural Gas Projects
Direct Admin
& General
Barnett
($000s)
YTD Budget
YTD Actual
Variance
% Variance
$
$
$
240 $
125 $
115 $
48%
Direct Admin
& General
Pinedale
($000s)
YTD Budget
YTD Actual
Variance
% Variance
YTD Budget
YTD Billed
YTD Actual
Variance
% Variance
48 $
29 $
19 $
40%
Indirect
Admin &
General
O&M
Pasadena Capital
Net Royalty Gas
(Drilling &
Tax Income
Completion)
768 $
711 $
57 $
7%
O&M
12 $
7 $
5 $
46%
Capital
Improvements
-
Investment
Income
$
$
$
-
Cost of Gas
$
$
$
Net Royalty Gas
Net Oil Income
Tax Income
$
(34) $
34 $
-
Cost of Gas
Net Debt
Service
Total Cost
Taxes
3,480 $
3,489 $
(9) $
0%
Net Debt
Service
-
$
$
$
4,548
4,327
221
5%
Total Cost
Taxes
$
$
276 $
240 $
12 $
21 $
3,072 $
2,510 $
60 $
105 $
372 $
(4,307) $
(888) $
(564) $
$
4,172 $
1,464 $
1,487 $
948 $
546 $
5,316
4,211
$
36 $
13%
(9) $
-74%
562 $
18%
(45) $
-75%
4,679 $
1258%
(324) $
37%
(4,172) $
-
(23) $
-2%
402 $
42%
1,105
21%
Direct Admin
& General
Prepay
Indirect
Admin &
General
$
$
$
$
96 $
96 $
259 $
(163) $
-170%
Indirect
Admin &
General
204 $
204 $
201 $
3 $
1%
O&M
-
Capital
Improvements
Net Royalty Gas
Net Oil Income
Tax Income
$
$
$
$
$
$
$
$
-
-
$
$
$
$
-
Cost of Gas
$
$
$
$
18,024 $
9,499 $
8,633 $
866 $
9%
Net Debt
Service
-
Total Cost
Taxes
$
$
$
$
-
$
$
$
$
18,324
9,799
9,093
706
7%
MMBTUs
Delivered
357,412 $
MMBTUs
Delivered
1,516,016 $
MMBTUs
Delivered
$/MMBtu
12.11
$/MMBtu
2.78
$/MMBtu
3,376,829
3,376,829 $
-
2.69
SCPPA Quarterly Budget Comparisons
Quarter Ending June 30, 2026
Transmission Projects
Southern
Transmission
System
($000s)
YTD Budget
YTD Actual
Variance
% Variance
($000s)
Mead- Adelanto YTD Budget
YTD Actual
Variance
% Variance
($000s)
Mead- Adelando
YTD Budget
(LADWP)
YTD Actual
Variance
% Variance
($000s)
YTD Budget
Mead-Phoenix
YTD Actual
Variance
% Variance
($000s)
Mead-Phoenix YTD Budget
YTD Actual
(LADWP)
Variance
% Variance
Direct Admin & Indirect Admin &
General
General
$
$
$
276 $
253 $
23 $
8%
576 $
562 $
14 $
2%
Direct Admin & Indirect Admin &
General
General
$
$
$
132 $
122 $
10 $
8%
48 $
33 $
15 $
30%
Direct Admin & Indirect Admin &
General
General
$
$
$
60 $
12 $
40 $
7 $
20 $
5 $
34%
38%
Direct Admin & Indirect Admin &
General
General
$
60 $
36 $
$
51 $
14 $
$
9 $
22 $
15%
60%
Direct Admin & Indirect Admin &
General
General
$
60 $
12 $
$
39 $
7 $
$
21 $
5 $
35%
38%
NonSTS Renewal
Capital
Net Debt
Operating
Billing
Improvements
Service
Income
79,140 $
$
180 $
$
32,148 $
57,307 $
(1) $
(143) $
$
31,759 $
21,833 $
1 $
323 $
$
389 $
28%
180%
1%
Insurance
NonO&M
Capital
Net Debt
Reimburseme Operating
A
Improvements
Service
nt
Income
3,036 $
$
$
828 $
(48) $
3,958 $
$
$
785 $
(87) $
(922) $
$
$
43 $
39 $
-30%
5%
-82%
NonO&M
Working
Capital
Net Debt
Operating
A
Capital
Improvements
Service
Income
780 $
$
$
216 $
2,712 $
1,020 $
$
$
202 $
2,850 $
(240) $
$
$
14 $
(138) $
-31%
6%
-5%
O&M
O&M
O&M
Capital
Debt Service
A
B
C
Improvements
588 $
204 $
444 $
2,568 $
(48) $
315 $
74 $
364 $
396 $
(73) $
273 $
130 $
80 $
2,172 $
25 $
46%
64%
18%
85%
-51%
O&M
Working
O&M
Capital
Net Debt
A
Capital
C
Improvements
Service
372 $
$
144 $
864 $
2,196 $
199 $
$
132 $
216 $
2,118 $
173 $
$
12 $
648 $
78 $
47%
9%
75%
4%
IPA Billings
Total Cost
Taxes
-
$
$
$
112,320
89,737
22,583
20%
Total Cost
Taxes
156 $
139 $
17 $
11%
4,152
4,950
(798)
-19%
Total Cost
Taxes
60 $
56 $
4 $
6%
3,840
4,176
(336)
-9%
Total Cost
Taxes
156 $
123 $
33 $
21%
4,008
1,265
2,743
68%
Total Cost
Taxes
156 $
133 $
23 $
14%
3,804
2,845
959
25%
SCPPA Quarterly Budget Comparisons
Quarter Ending June 30, 2026
Hydro/Landfill Gas/Biomass Projects
($000s)
Tieton
Chiquita
Canyon
Puente Hills
Roseburg
YTD Budget
YTD Actual
Variance
% Variance
($000s)
YTD Budget
YTD Actual
Variance
% Variance
($000s)
YTD Budget
YTD Actual
Variance
% Variance
($000s)
YTD Budget
YTD Actual
Variance
% Variance
($000s)
Clean Energy YTD Budget
YTD Actual
Variance
% Variance
Direct Admin & Indirect Admin &
General
General
$
$
$
228 $
124 $
104 $
46%
48 $
51 $
(3) $
-6%
Direct Admin & Indirect Admin &
General
General
$
$
$
24 $
20 $
4 $
15%
-
$
1 $
(1) $
-
Direct Admin & Indirect Admin &
General
General
$
$
$
24 $
23 $
1 $
6%
228 $
228 $
0 $
0%
Direct Admin & Indirect Admin &
General
General
$
$
$
36 $
27 $
9 $
26%
12 $
6 $
6 $
53%
Capital &
Operating
Expense
PPA Payments
72 $
76 $
(4) $
-5%
-
-
$
1 $
(1) $
Non-Operating
Income
Net Debt
Service
2,580 $
$
228 $
$
1,956 $
$
777 $
(3) $
624 $
$
(549) $
3 $
24%
-241%
Capital &
Operating
PPA Payments Scheduling Fees ISO Charges
Expense
$
$
$
$
$
$
$
$
$
$
$
$
Capital &
Operating
PPA Payments Scheduling Fees ISO Charges
Expense
$
11,676 $
$
$
$
11,181 $
$
$
$
495 $
$
$
4%
Capital &
Net Cost
Operating
PPA Payments Scheduling Fees
Recovery
Expense
$
888 $
$
$
$
646 $
$
$
$
242 $
$
$
27%
-
Direct Admin & Indirect Admin &
Working Capital
General
General
$
$
$
BWP Project
Manager
-
PPA Payments
$
$
$
Net Cost
Recovery
Scheduling Fees
40,524 $
40,524 $
$
0%
-
$
$
$
-
Total Cost
2,448 $
2,331 $
117
5%
Interest
Received
-
Total Cost
$
(3) $
3 $
Interest
Received
$
(10) $
10 $
Interest
Received
$
(11) $
11 $
Interest
Received
$
$
$
$
5,532
5,235
297 $
5%
$
(90) $
90 $
-
24
18
6 $
26%
Total Cost
11,928
11,421
507 $
4%
Total Cost
936
668
268 $
29%
Total Cost
40,596
40,510
86 $
0%
MWHs
Delivered
$/MWh
42,696 $
39,107 $
3,589 $
8%
MWHs
Delivered
-
129.57
133.87
(4)
-3%
$/MWh
$
$
$
MWHs
Delivered
146,000 $
139,756 $
6,244 $
4%
MWHs
Delivered
19,240 $
14,040 $
5,200 $
27%
MWHs
Delivered
505,860 $
505,860 $
$
0%
0%
$/MWh
81.70
81.72
(0)
0%
$/MWh
48.65
47.55
1
2%
$/MWh
80.25
80.08
0
0%
SCPPA Quarterly Budget Comparisons
Quarter Ending June 30, 2026
Wind Projects
Linden
($000s)
YTD Budget
YTD Actual
Variance
% Variance
Direct Admin & Indirect Admin &
General
General
$
$
144
428
$
$
$
(284) $
-197%
48
44
Project
Manager
$
$
4 $
9%
180
272
$
$
($000s)
YTD Budget
YTD Actual
Variance
% Variance
$
$
132
122
$
$
$
10 $
7%
72
65
$
$
7 $
9%
1,452
5,043
Milford II
Variance
% Variance
$
$
132
127
$
$
$
5 $
4%
36
30
$
$
(486) $
-11%
Variance
% Variance
$
$
48
44
$
$
$
4 $
9%
Red Cloud
Variance
% Variance
$
$
48
42
$
$
$
6 $
12%
Windy Flats
Variance
% Variance
$
$
132
133
$
$
$
(1) $
-1%
58 $
13%
BPA Wind
Integration
$
$
36
21
(3,591) $
-247%
-
$
-
$
-
$
15 $
42%
(3) $
-3%
(5,577) $
-12%
180
172
$
$
8 $
4%
2,148
2,025
-
25 $
69%
-
$
$
123 $
6%
17,652
17,981
$
$
(329) $
-2%
27,672
22,657
$
$
69.36
72.68
(159) $
-1%
-
$
(3,276)
-13%
(28,748) $
-8%
(3)
-5%
Net Debt
Service
(On
Prepay)
Property
Tax
$
$
$
$
-
$
$
15,516
15,095
6 $
0%
-
$
421
3%
(4) $
(290)
0%
-18%
Transmission &
Generation
Test Energy
Imbalance
Charge
$
$
$
$
-
$
-
$
-
$
187
-
-
$
1,384
5%
Environmental
Attributes
$
$
-
$
$
-
$
$
$
(213) $
-
$
$
44,964
50,300
1,092,682
1,214,746
$
$
41.15
41.41
$
$
-
$
-
$
213
-
-
$
(5,336)
-12%
(122,064) $
-11%
(0)
-1%
$
$
Transmisson/
Exchange
O&M
357,252
386,000
26,724
25,340
Avangrid Wind
Integration
1,416
1,420
1,691 $
19%
$
$
24,780
28,056
$
$
$
36
11
$
$
-
-
$
$
-
$
(187) $
$
-
5,015 $
18%
-
$
$
Environmental
Attributes
$
$
-
$
$
3,720
4,031
Interest
Received
Interest
Received
(1,374) $
-15%
-
$
(311) $
-8%
Project
Manager
$
$
10,032
10,026
785 $
52%
Reserves
Environmental
Attributes
9,180
10,554
1,500
715
Reserves
BPA Generation
Imbalance
Charge
BPA Wind
Integration
$
$
$
Taxes/
Insurance
$
$
$
$
-
44,796
50,373
1,090 $
39%
14,400
14,559
$/MWh
-
$
$
$
$
$
MWHs
Delivered
$
$
-
84
87
(648) $
-11%
2,796
1,706
(6)
-3%
-
$
Transmisson/
Exchange
5,892
6,540
Total Cost
(362) $
0%
$
$
-
43 $
72%
(804)
-4%
(401) $
-11%
6 $
17%
(247) $
-2%
(194) $
-65%
200.08
206.54
$
$
$
1 $
1%
$
0%
$
$
18
51%
Transmission
&Generation
Imbalance
Charge
$
1,572
$
1,862
-
8,808
7,117
-
112,874
113,236
3,780
4,181
$
$
$
$
22,584
23,388
$
$
-
60
17
$
$
36
18
$
$
$
$
300
494
$/MWh
Environmental
Attributes
-
14,700
14,947
$
$
MWHs
Delivered
LADWP Project
Manager
$
$
Transmisson/
Exchange
30 $
25%
Total Cost
9,804
9,804
$
$
-
BPA Wind
Integration
$
$
$
$
$
$
Transmisson/
Exchange
(30) $
-5%
120
90
Net Debt
NonProperty Tax &
Service
(On Operating
Insurance
Prepay)
Income
-
O&M
$
$
Property
Tax
Environmental
Attributes
-
$
$
$
Net Debt
Service
Insurance
LADWP Project
Manager
$
$
120
119
124
-
$
$
Direct Admin & Indirect Admin &
Excess Energy
General
General
($000s)
YTD Budget
YTD Actual
65 $
1%
456
398
-
Direct Admin & Indirect Admin &
LADWP Project
PPA Payments
General
General
Manager
($000s)
YTD Budget
YTD Actual
$
$
BPA Generation
Imbalance
Lease Expense
Charge
$
$
552
$
(124) $
582
$
$
Direct Admin & Indirect Admin &
LADWP Project
PPA Payments
General
General
Manager
($000s)
Pebble Springs
YTD Budget
YTD Actual
6,552
6,487
BPA Wind
Integration
Transmisson/
Exchange
O&M
Direct Admin & Indirect Admin &
Excess Energy
General
General
($000s)
YTD Budget
YTD Actual
4,428
4,914
(92) $
-51%
Direct Admin & Indirect Admin &
Excess Energy
General
General
Milford I
Transmisson/
Exchange
O&M
Net Debt
Service
84
25
$
$
59 $
70%
28,560
28,295
Total Cost
Property
Tax
$
Total Cost
Property
Tax
$
Total Cost
NonOperating
Income
Total Cost
MWHs
Delivered
169,983
173,370
$/MWh
$
$
91.28
87.07
(3,387) $
-2%
4
5%
MWHs
Delivered
198,857
200,023
$/MWh
$
$
134.39
126.68
(1,166) $
-1%
8
6%
MWHs
Delivered
$/MWh
MWHs
Delivered
$/MWh
$
$
-
$
$
89,328
85,874
619,817
668,711
$
$
144.12
128.42
265 $
1%
-
$
3,454
4%
(48,894) $
-8%
16
11%
SCPPA Quarterly Budget Comparisons
Quarter Ending June 30, 2026
Geothermal Projects
($000s)
Mammoth Casa YTD Budget
Diablo IV
YTD Actual
Coso
DAC I
DAC II
Heber I
NNGP
Ormesa
Star Peak
WhiteGrass
No. 1
Direct
Admin &
General
$
24
$
25
Variance
$
% Variance
-5%
Direct
Admin &
General
$
24
$
24
$
0
2%
Direct
Admin &
General
$
36
$
41
$
(5)
-14%
Direct
Admin &
General
$
36
$
41
$
(5)
-15%
Direct
Admin &
General
$
48
$
44
$
4
8%
Direct
Admin &
General
$
48
$
45
$
3
6%
Direct
Admin &
General
$
48
$
44
$
4
8%
($000s)
YTD Budget
YTD Actual
Variance
% Variance
($000s)
YTD Budget
YTD Actual
Variance
% Variance
($000s)
YTD Budget
YTD Actual
Variance
% Variance
($000s)
YTD Budget
YTD Actual
Variance
% Variance
($000s)
YTD Budget
YTD Actual
Variance
% Variance
($000s)
YTD Budget
YTD Actual
Variance
% Variance
($000s)
YTD Budget
YTD Actual
Variance
% Variance
($000s)
YTD Budget
YTD Actual
Variance
% Variance
Working Capital
PPA Payments
$
$
132
131
$
$
-
$
$
-
$
$
8,904
8,431
$
$
1
$
-
$
-
$
473
$
1%
-
Indirect Admin
& General
Excess Energy
$
$
$
180 $
179 $
1 $
0%
-
Indirect Admin
& General
$
$
$
$
$
$
120 $
114 $
6 $
5%
Indirect Admin
& General
Interest
Received
$
$
$
$
$
$
Working Capital
-
Working Capital
-
Working Capital
36 $
4 $
32 $
88%
-
$
(159) $
159 $
-
11,124 $
9,656 $
1,468 $
13%
$
$
$
7,728 $
6,975 $
753 $
10%
37,936 $
31,559 $
6,377 $
17%
96,216 $
93,406 $
2,810 $
3%
19,572 $
20,913 $
(1,341) $
-7%
12 $
18 $
(6) $
-48%
-
-
$
(5) $
5 $
$
(14) $
14 $
-
$
(906) $
906 $
-
$
(95) $
95 $
-
Excess Monthly
Generation
2,820 $
2,652 $
168 $
6%
PPA Payments
$
(314) $
314 $
-
Interest
Received
PPA Payments
$
$
$
$
(113) $
113 $
-
Interest
Received
PPA Payments
$
$
$
$
(122) $
122 $
-
Interest
Received
PPA Payments
$
$
$
$
(14) $
14 $
-
Interest
Received
PPA Payments
$
(12) $
12 $
-
Indirect Admin
Interest Received Delay Damages
& General
36 $
21 $
15 $
42%
$
$
$
$
Interest
Received
PPA Payments
Delay Damages Interest Received PPA Payments
36 $
38 $
(2) $
-7%
11
PPA Payments
72 $
11 $
61 $
85%
LADWP Project
Manager
9,060
8,576
Working Capital
10,380 $
9,375 $
1,005 $
10%
Total Cost
$
(11) $
-
48 $
12 $
36 $
76%
LADWP Project
Manager
192 $
186 $
6 $
3%
Indirect Admin
& General
$
$
$
LADWP Project
Manager
300 $
299 $
1 $
0%
Indirect Admin
& General
-
Interest
Received
5%
Non-Operating
Indirect Admin LADWP Project
Income (PEC
& General
Manager
Sale)
$
36 $
36 $
$
31 $
14 $
$
5 $
22 $
14%
60%
Non-Operating
Indirect Admin LADWP Project
Income (PEC
& General
Manager
Sale)
$
12 $
36 $
$
15 $
11 $
$
(3) $
25 $
-24%
68%
-
72 $
23 $
49 $
68%
Direct
Admin &
General
$
$
$
Excess Energy
(1) $
Direct
Admin &
General
$
$
$
Indirect Admin
& General
432 $
398 $
34 $
8%
Excess Monthly
Generation
1,248 $
1,115 $
133 $
11%
216 $
193 $
23 $
11%
MWHs Delivered
139,465
122,623
$
$
484
16,842
$
5%
12%
Total Cost
$
$/MWh
MWHs Delivered
10,584
9,564
1,020
10%
Total Cost
150,372 $
135,691 $
14,681 $
10%
MWHs Delivered
11,232 $
9,621
1,611
14%
Total Cost
MWHs Delivered
7,812
6,930
882
11%
Total Cost
95,114 $
93,815 $
1,299 $
1%
MWHs Delivered
38,332 $
31,600
6,732
18%
Total Cost
1,274,407 $
1,305,746 $
(31,339) $
-2%
MWHs Delivered
19,776 $
20,980
(1,204)
-6%
Total Cost
253,340 $
272,527 $
(19,187) $
-8%
MWHs Delivered
3,360
2,941
419
12%
Total Cost
379,959 $
354,788 $
25,171 $
7%
MWHs Delivered
96,528
92,742
3,786
4%
Total Cost
112,400 $
106,708 $
5,692 $
5%
40,055 $
48,487 $
(8,432) $
-21%
MWHs Delivered
1,512 $
1,328
184
12%
18,475 $
21,922 $
(3,447) $
-19%
64.96
69.94
(5)
-8%
$/MWh
70.39
70.48
(0)
0%
$/MWh
99.93
90.16
10
10%
$/MWh
82.13
73.86
8
10%
$/MWh
100.88
89.07
12
12%
$/MWh
75.74
71.03
5
6%
$/MWh
78.06
76.98
1
1%
$/MWh
83.88
60.65
23
28%
$/MWh
81.84
60.56
21
26%
SCPPA Quarterly Budget Comparisons
Quarter Ending June 30, 2026
Solar Projects
Big Sky Ranch
($000s)
YTD Budget
YTD Actual
Variance
% Variance
Desert Harvest II
($000s)
YTD Budget
YTD Actual
Variance
% Variance
DSR I
($000s)
YTD Budget
YTD Actual
Variance
% Variance
DSR II
($000s)
YTD Budget
YTD Actual
Variance
% Variance
Astoria 2
($000s)
YTD Budget
YTD Actual
Variance
% Variance
Columbia Two
($000s)
YTD Budget
YTD Actual
Variance
% Variance
Copper Mountain 3
($000s)
YTD Budget
YTD Actual
Variance
% Variance
($000s)
Daggett Solar + Storage YTD Budget
YTD Actual
Variance
% Variance
($000s)
Eland 1 Solar + Storage YTD Budget
YTD Actual
Variance
% Variance
($000s)
Eland 2 Solar + Storage YTD Budget
YTD Actual
Variance
% Variance
Kingbird B
($000s)
YTD Budget
YTD Actual
Variance
% Variance
Springbok I
($000s)
YTD Budget
YTD Actual
Variance
% Variance
Springbok II
($000s)
YTD Budget
YTD Actual
Variance
% Variance
Springbok III
($000s)
YTD Budget
YTD Actual
Variance
% Variance
Summer
($000s)
YTD Budget
YTD Actual
Variance
% Variance
Direct Admin &
General
Indirect Admin &
General
$
$
24
22
$
$
$
2 $
9%
Direct Admin &
General
24
22
$
2 $
7%
24
24
$
0 $
2%
12
16
24
20
$
4 $
17%
24
25
$
(1) $
-5%
$
$
Direct Admin &
General
24
21
48
49
144
136
$
3 $
11%
Direct Admin &
General
$
$
48
45
$
$
$
3 $
6%
Direct Admin &
General
29
40%
$
$
Direct Admin &
General
48
37
$
11 $
23%
Direct Admin &
General
24
22
$
2 $
10%
Direct Admin &
General
48
43
$
5 $
11%
Direct Admin &
General
48
46
$
2 $
4%
84
84
Direct Admin &
General
48
43
$
5 $
11%
Direct Admin &
General
24
22
$
$
$
2 $
8%
$
(3) $
-8%
$
$
0 $
2%
$
$
5 $
5%
122,910
118,513
242 $
4%
253
4%
4,397
4%
Total Cost
(207)
-2%
Interest Received
Scheduling Fees
$
(22)
22
-
-
0
$
$
(0) $
Scheduling Fees
36
36
$
$
7,464
7,159
115,824
111,425
276 $
4%
305
4%
4,399
4%
4
$
(0) $
-1%
36
25
$
$
Interest Received
2,496
2,888
Total Cost
2,604
2,986
35,604
43,787
(392) $
-16%
(382)
-15%
(8,183)
-23%
Total Cost
57,096
57,853
593,677
603,649
(966) $
-2%
(757)
-1%
(9,972)
-2%
120
120
PPA Payments (PV
Interest Received
& BESS)
$
$
8,964 $
$
(13) $
8,518 $
Total Cost
9,300
8,837
MWHs Delivered
(PV)
$
207,456
184,231
-
$
463
5%
23,225
11%
0%
13
Working Capital &
Interest Received
48
15
$
$
33 $
68%
$
$
44 $
92%
$
$
769
-
3,000
2,040
$
$
$
960 $
32%
96
97
6
$
(1) $
-2%
36
45
$
$
$
$
Interest Received
$
$
32 $
90%
$
$
32 $
88%
-
-
1,382
4%
120,273
14%
43,092
37,593
$
$
46,284
39,763
858,399
691,321
5,499 $
13%
6,521
14%
167,078
19%
Total Cost
4,080
3,917
4,284
4,114
59,371
56,973
163 $
4%
170
4%
2,398
4%
Total Cost
20,364
19,096
295,073
288,858
185
-
1,090 $
5%
1,268
6%
6,215
2%
$
(209) $
209
-
$
23,796
23,134
$
$
23,928
23,018
405,652
394,129
910
4%
11,523
3%
Total Cost
$
12,108
12,124
12,216
12,087
232,961
233,282
(16) $
0%
129
1%
(321)
0%
Total Cost
PPA Payments
$
(8) $
36
36
$
$
8
(0) $
-1%
3,780
3,944
$/MWh
$
$
$/MWh
$
$
3,936
4,086
53,011
55,349
(164) $
-4%
(150)
-4%
(2,338)
-4%
96.17
95.84
0
0%
$
$
$/MWh
44.83
47.96
(3)
-7%
$/MWh
$
$
39.88
44.51
(5)
-12%
$/MWh
$
$
53.92
57.52
(4)
-7%
$/MWh
$
$
72.16
72.21
(0)
0%
$/MWh
$
$
69.01
66.11
3
4%
$/MWh
$
$
58.99
58.40
1
1%
$/MWh
$
$
52.44
51.81
1
1%
MWHs Delivered
$
$
73.14
68.19
5
7%
MWHs Delivered
$
$
64.44
64.25
0
0%
MWHs Delivered
662 $
3%
PPA Payments
$
(107) $
107
-
Total Cost
PPA Payments
$
$
MWHs Delivered
$
$
$
$/MWh
MWHs Delivered
$
$
59.74
58.91
1
1%
Test Energy MWHs
Delivered
20,244
19,154
Scheduling Fees
$
551 $
2%
PPA Payments
Interest Received
36
4
858,399
738,126
$
(185) $
Interest Received
36
4
34,236
32,854
Total Cost
$
$
MWHs Delivered
$
$
PPA Payments
$
(6) $
(9) $
-26%
34,008
33,457
Total Cost
PPA Payments &
Test Energy
Scheduling Fees
-
446 $
5%
PPA Payments &
Test Energy
$
(769) $
Working Capital &
Interest Received
48
4
-
187
-
$/MWh
MWHs Delivered
$
$
11 $
31%
56,844
57,810
55.06
54.97
0
0%
MWHs Delivered
$
$
PPA Payments
$
(187) $
$/MWh
$
$
MWHs Delivered
$
$
PPA Payments
$
(4) $
-
7,296
7,020
15.54
14.25
1
8%
MWHs Delivered
Total Cost
PPA Payments
$
Interest Received
96
91
6,768
6,515
PPA Payments
$/MWh
$
$
MWHs Delivered
$
$
(1)
0%
LADWP O&M
24
24
(5) $
-13%
6,612
6,370
(6) $
-1%
$
$
5 $
11%
$
$
$
$
LADWP O&M
48
43
Total Cost
PPA Payments
36
41
-
$
$
Indirect Admin &
General
$
Scheduling Fees
LADWP O&M
36
39
$
$
(76,521)
-61%
1
$
$
Indirect Admin &
General
$
$
(928)
-47%
-
0 $
0%
$
$
(935) $
-49%
Interest Received
Indirect Admin &
General
$
$
$
12,855
13,062
$
$
6 $
7%
$
$
-
768
769
$
$
Indirect Admin &
General
$
$
10
-
Project Manager
96
90
$
$
125,860
202,381
Project Manager
Indirect Admin &
General
$
$
1,956
2,884
$
$
8 $
4%
$
$
$
$
Scheduling
Coordinator
Indirect Admin &
General
$
$
1,920
2,855
696
702
$
$
1 $
1%
MWHs REC
Quantity
$
$
LADWP O&M
108
107
(0.19)
0%
$
$
$
$
Indirect Admin &
General
4,807 $
9%
-
8 $
5%
(3) $
-13%
74.09
74.28
-
$
$/MWh
$
$
$
(1) $
$
$
$
$
348 $
9%
Total Cost
PPA Payments
51,018
46,211
-
4 $
8%
Indirect Admin &
General
$
192
$
184
343 $
9%
3,780
3,432
$
(10) $
Interest Received
168
160
$
$
Scheduling Fees
$
$
Indirect Admin &
General
3,636
3,293
MWHs Delivered
Interest Received
8 $
6%
48
44
$
$
Other Operating
Income
14
-
(1) $
-2%
$
$
(0) $
-1%
$
(14) $
1 $
1%
Indirect Admin &
General
$
$
$
$
$
Indirect Admin &
General
$
$
6
Interest Received
96
95
$
$
Direct Admin &
General
72
43
$
$
Indirect Admin &
General
$
$
36
36
$
Total Cost
PPA Payments
$
(6) $
-
(4) $
-34%
$
$
Direct Admin &
General
-
Scheduling Fees
Interest Received
Indirect Admin &
General
$
$
$
$
$
$
(4) $
-5%
$
$
Direct Admin &
General
$
84
88
Indirect Admin &
General
$
$
Direct Admin &
General
$
24
$
27
Interest Received
$/MWh
$
$
74.25
73.82
0
1%
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
1160 NICOLE COURT
GLENDORA, CA 91740
(626) 793-9364 – FAX: (626) 793-9461
WWW.SCPPA.ORG
MINUTES OF THE SPECIAL MEETING OF THE FINANCE COMMITTEE OF
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
The meeting of the Finance Committee was held on September 14, 2026, at the SCPPA Glendora office and by
teleconference from Imperial Irrigation District. The meeting commenced at 10:30 A.M. and adjourned at 10:58 A.M.
At the start of the meeting, due to the absence of the Chair and Vice-Chair, Aileen Ma, Chief Financial and
Administrative Officer, asked the Committee to elect a pro tem Committee Chair for the meeting. Stela Kalomian
(Burbank) nominated Richard Corbi (Vernon) to serve as the ad hoc Chair. With no further nominations or
objections, Mr. Corbi served as Chair Pro Tem for the remainder of the meeting.
Mr. Corbi (Chair Pro Tem) took attendance. Committee members/Alternate Committee members present
for the Finance Committee Meeting were: Daniel Smith (Azusa); Jim Steffens (Banning); Stela Kalomian
(Burbank); Kinda Salloum (Colton); Belen Valenzuela (IID-Teleconference); John Equina (LADWP); Herman
Leung (Pasadena); and Kristina Bernal (Riverside); and Richard Corbi (Vernon).
Others attendees were: Victor Hsu (Norton Rose Fulbright); Mike Berwanger, Louise Houghton and Jim
Carbone (PFM Financial Advisors-Teleconference); Grace Mao and Francisco Olivares-Ortiz
(LADWP/SCPPA-LA); Houbert Yousef and Leriza Flores (LADWP/SCPPA-LA-Teleconference); Daniel
Garcia, Aileen Ma, Charles Guss, Christine Godinez and Anna Mendoza (SCPPA); Arsineh Aghasian, Joan
Ilagan and Luis Castaneda (SCPPA-Teleconference); Lynne Chaimowitz (Pasadena-Teleconference);
Claudia Huerta (Riverside-Teleconference).
1. Opportunity for the Public to Address the Committee
Mr. Corbi invited any members of the public to provide comments. No public comments were made.
2. Consent Calendar
Mr. Corbi presented the Consent Calendar to the Committee for consideration. The Committee
recommended forwarding the following reports to the Board of Directors (Board) for receipt and filing.
A. Minutes of the August 3, 2026 Finance Committee meeting
B. Investment Report for the month ended July 31, 2026
C. Administrative & General Expense (A&G) Budget Comparison Report for the month ended
July 31, 2026
Page 1 of 3
Moved By:
Seconded By:
Daniel Smith
Richard Corbi
The following roll call vote was taken:
Yes
Anaheim
Azusa
Banning
Burbank
Colton
Glendale
IID
LADWP
Pasadena
Riverside
Vernon
No
Present,
Not Voting
Absent
X
X
X
X
X
X
X
X
X
X
X
3. Annual Financial Audit
Aileen Ma, SCPPA Chief Financial and Administrative Officer, provided an update on the annual financial
audit that began in August. The next audit subcommittee meeting will be on October 14 th when the
preliminary audit results will be presented to the subcommittee. Ms. Ma stated that the final audit results
are anticipated to be presented to the Finance Committee and the Board in November. No comments or
questions were made.
4. Renewable Energy Prepayment
Ms. Ma provided the Committee with information on a proposed financing of a new renewable energy
prepayment for Pasadena. The Committee discussed and recommended to the Board the adoption of a
Resolution authorizing the preparation of all necessary documents for the issuance of bonds for the
prepayment. The Committee also discussed the selection of an underwriter for the transaction. The
Committee considered the underwriters in SCPPA’s Underwriter Pool and recommended Goldman
Sachs as the underwriter and its affiliate, J. Aron, as the counterparty, based on Goldman Sachs’
considerable experience with energy prepays in California, prior work on SCPPA transactions, and
established prepay financing structures with SCPPA and its members, which are expected to provide
efficiencies in preparing the transaction documents.
Moved By:
Seconded By:
Herman Leung
Richard Corbi
Page 2 of 3
The following roll call vote was taken:
Yes
Anaheim
Azusa
Banning
Burbank
Colton
Glendale
IID
LADWP
Pasadena
Riverside
Vernon
No
Present,
Not Voting
Absent
X
X
X
X
X
X
X
X
X
X
X
5. Market and Variable Rate Demand Obligation (VRDO) Update
Mike Berwanger, PFM, provided the Committee with a market update and VRDO status report.
6. Unsolicited Proposals
Mr. Berwanger provided a brief summary of the unsolicited proposals received.
7. Committee Member and Staff Comments
Mr. Corbi opened the item for comments and announced that Norton Rose Fulbright will be presenting
SCPPA’s annual Disclosure Training on October 5, 2026 at 9:30 A.M., prior to the October Finance
Committee meeting. Ms. Ma reminded the Committee of the SCPPA Annual Conference on October 2122, 2026.
_____________________________________________________________________
THE NEXT FINANCE COMMITTEE MEETING
WILL BE OCTOBER 5, 2026.
Page 3 of 3
ANAHEIM • AZUSA • BANNING • BURBANK • CERRITOS • COLTON • GLENDALE • IID• LOS ANGELES • PASADENA • RIVERSIDE • VERNON
Southern California Public Power Authority
1160 Nicole Court
Glendora, CA 91740
(626) 793-9364
September 29, 2026
Mr. Daniel E Garcia
Executive Director
Southern California Public Power Authority
1160 Nicole Court
Glendora, California 91740
Dear Mr. Garcia:
Enclosed is the August 2026 Investment Report for the Palo Verde, Southern Transmission System (STS),
Southern Transmission System Renewal, San Juan, Magnolia Power, Natural Gas, Natural Gas Prepaid, MeadAdelanto, Mead-Phoenix, Don A. Campbell/Wild Rose Geothermal, Don A. Campbell 2 Geothermal, Canyon
Power, Pebble Springs Wind, Tieton Hydropower, Linden Wind, Clean Energy, Clean Energy II, Milford Wind
I, Milford Wind II, Windy Point/Flats, Ameresco, Apex Power, Copper Mountain Solar 3, Columbia 2 Solar,
Eland 1, Eland 2, Heber 1 Geothermal, Ormat No. Nevada Geothermal, Ormesa Geothermal, Springbok 1 Solar,
Springbok 2 Solar, Springbok 3 Solar, Kingbird Solar, Summer Solar, Astoria 2 Solar, Antelope Big Sky Ranch,
Antelope DSR 1, Antelope DSR 2, Puente Hills Landfill Gas, Whitegrass No. 1 Geothermal, Star Peak
Geothermal, Desert Harvest II, Roseburg Biomass, Red Cloud Wind, Coso Geothermal, Mammoth Casa Diablo
IV, and Daggett Solar Power 2 Projects; and for the Project Stabilization, San Juan Mine Reclamation Trust, San
Juan Decommissioning Trust, and the SCPPA Decommissioning Trust Funds. The Portfolios for the Projects
and Funds included in the Investment Report are in compliance with the SCPPA Investment Policy.
During the month of August, the Investment Group coordinated variable debt service payments of $454,817 for
the Magnolia Power, Linden Wind and Canyon Power Projects. Net swap payments of $485,290 were made in
accordance with the Interest Swap agreements for Canyon Power, Magnolia Power, and Natural Gas Prepaid
Projects. The net commodity swap receipt for the Natural Gas Prepaid Project was $2,085,179.
$184 million cash and maturities were invested in the various SCPPA project trust funds. Assets managed by the
Investment Group for these funds had a market value of $1.86 billion as of August 31, 2026, with an average
yield of 3.8%. Total interest earned on the project funds for the month was $5.1 million and year to date was
$12.4 million.
Based upon anticipated expenditures for each Project and required receipts from each Participant, SCPPA
believes that it will be able to meet all its expenditure requirements for the next six months.
Sincerely,
GRACE MAO
Manager of Finance
Los Angeles Department of Water & Power
The Members of Southern California Public Power Authority work together to power sustainable communities.
Monthly Investment Report
August 31, 2026
Projects
Portfolio Yield Investment Cost Carrying Value
Market Value
Portfolio Life2 Cost of Capital3
Palo Verde
3.93%
29,941,138
29,943,384
29,635,115
1.54
N/A
San Juan
3.53%
457,150
457,150
457,150
0.00
N/A
Magnolia
3.87%
61,475,016
61,738,878
61,547,173
0.36
2.97%
STS
3.85%
11,521,024
11,529,965
11,481,211
0.94
4.70%
STS Renewal
3.84%
959,139,336
964,446,269
964,245,185
0.29
4.01%
Mead-Phoenix
3.79%
6,053,572
6,058,251
6,032,263
0.97
2.53%
Mead-Adelanto
3.74%
4,765,585
4,770,000
4,757,009
0.63
2.53%
Natural Gas
1
Natural Gas Prepaid
3.83%
50,191,659
50,206,013
49,480,081
1.03
6.06%
4.66%
29,076,408
29,076,408
29,032,920
7.86
5.09%
Canyon Power
3.01%
13,420,769
13,444,555
13,441,699
0.16
2.74%
Apex Power
3.94%
38,661,185
38,721,709
38,409,487
2.01
4.32%
SCPPA Decomm Trust Fund
3.41%
209,131,330
209,229,445
206,330,781
1.86
N/A
Project Stabilization Fund
3.89%
181,797,521
181,886,761
179,209,959
1.85
N/A
Tieton
Clean Energy1
4.03%
3,378,829
3,380,216
3,343,522
2.64
2.67%
3.94%
30,603,078
30,603,078
30,603,078
1.16
N/A
4.59%
47,825,985
47,825,985
47,825,985
7.17
N/A
Linden Wind
4.08%
22,361,394
22,365,571
22,120,698
3.29
3.15%
Milford Wind 1
3.82%
5,948,329
5,957,333
5,955,810
0.21
5.08%
Milford Wind 2
3.74%
4,191,139
4,193,821
4,192,656
0.18
1.05%
Windy Point Flats
3.76%
16,183,792
16,211,940
16,208,068
0.14
3.55%
Pwr Purchase Agreements Combined
3.37%
122,682,540
123,076,825
123,066,959
0.07
N/A
San Juan Reclaim Trust Fund
3.29%
12,683,314
12,685,777
12,587,256
1.64
N/A
San Juan Decomm Trust Fund
3.53%
440,139
440,139
440,139
0.00
N/A
Clean Energy II1
1
Weighted average remaining portfolio life for NG Prepaid and Clean Energy Projects include Guaranteed Investment Contracts (GICs).
In years
3
Cost of capital as of January 31, 2024 as provided by PFM.
2
U.S. Treasury
Tenor
1M
2M
3M
6M
1Y
2Y
3Y
5Y
I25 Ask YTM US
Treasury Actives
Curve 08/31/26
3.746
3.808
3.826
3.985
4.140
4.342
4.403
4.500
I25 Ask YTM US
Treasury Actives
Curve 08/29/25
4.308
4.222
4.139
3.960
3.834
3.617
3.577
3.696
I25 Ask YTM
(Change) 08/31/2608/29/25
(56.20)
(41.40)
(31.30)
2.50
30.60
72.50
82.60
80.40
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
1160 NICOLE COURT
GLENDORA, CA 91740
(626) 793-9364 – FAX: (626) 793-9461
MEMO
WWW.SCPPA.ORG
To:
SCPPA Finance Committee
From: Aileen Ma, Chief Financial & Administrative Officer
Date:
October 5, 2026
Re:
FY 2025-26 Administrative & General (A&G) Expense Budget to Actual Comparison Report – June 2026
Overall, the total A&G expenditures were $10,724,695, which was $28,055 or 0.3% under budget for the fiscal year
ended June 30, 2026.
Total Indirect A&G expenditures were $5,922,278 which was $216,982 or 3.5% under budget. The under budget was
primarily due to:
•
Savings on temporary help budgeted under the salaries category, which was covered by a grant-funded
internship program that enabled SCPPA to hire interns to support SCPPA across various functional and
operational areas.
•
Savings in employee benefits related to personnel changes and vacancies during the fiscal year.
•
Lower than anticipated workers’ compensation premiums.
•
Lower than anticipated legislative and regulatory advocacy and other consulting services.
•
Non-use of budget contingency.
The under budget for Indirect A&G was partially offset by:
•
Higher office building costs due to an unanticipated cost to replace an air conditioning unit in the Training
Center.
•
Higher office information technology (IT) and equipment/furniture expenses due to the modification of the office
spaces on the second floor of the Glendora office building to provide better workspace for staff, interns, and
Sacramento staff while at the Glendora office.
•
Higher office expenses due to a delay in transitioning to a lower-cost phone and internet service plan that can
still meet SCPPA’s operational needs.
•
Higher meeting expenses due to higher than anticipated in-person working group meetings.
•
Higher travel and conferences expenses due to an increase in engagement with Members, industry leaders,
and other stakeholders.
•
Higher financial advisor retainer fees based on the new professional services agreement for municipal advisory
services.
Total Direct A&G expenditures were $4,802,417, which was $188,927 or 4.1% over budget. The results reflect savings
in project travel costs, WREGIS fees, and trustee fees, with the following costs coming in higher than anticipated:
•
Higher costs for outside counsels due to costs associated with the replacement letter of credit and remarketing
agent for the Linden Wind project bonds and legal support for transmission and participation agreement
amendments and a tax credit filing for the Palo Verde project.
•
Higher costs for consulting services due to activities related to the Barnett and Pinedale projects, the
replacement letter of credit and remarketing agent for the Linden Wind project bonds and increase in retainer
fees for swap advisory services for projects with swaps, based on the new professional services agreement.
•
Slightly higher agent billable costs due to slightly higher than anticipated personnel costs in filling a vacant
position.
•
Higher rating agency fees due to costs associated with the replacement letter of credit and remarketing agent
for the Linden Wind project bonds.
⚫ Page 2
Southern California Public Power Authority
FY 2025-26 Adminstrative & General (A&G) Expense Budget to Actual
June 30, 2026
ANNUAL
BUDGET
FY 2025-2026
Salaries
Employee Benefits
Office Building Costs
Office IT and Equipment/Furniture
Office Expenses
Insurance
Meeting Expense
Travel and Conferences
Staff Training/Development
Memberships and Dues
Subscriptions
Gov't Affairs (Sacramento Office)
Legislative Advocacy
Regulatory Advocacy
General Legal Services
Auditing Services
Consulting & Other Services
Financial Advisor
Budget Contingency
Subtotal
$
$
Glendora Project Accounting - Direct A&G
3,094,900
993,200
181,810
156,500
55,540
183,500
39,300
64,500
44,000
29,550
20,715
206,910
401,000
220,000
150,000
5,075
106,000
90,000
151,060
6,193,560
Under /
(Over)
Budget
ACTUAL
6/30/2026
$
$
(54,300)
%
Variance
3,057,718 $
943,364
201,930
191,203
68,551
172,420
48,349
74,746
37,660
27,656
19,970
201,677
388,009
212,925
146,100
5,075
81,933
104,045
5,983,328 $
37,182
49,836
(20,120)
(34,703)
(13,011)
11,080
(9,049)
(10,246)
6,340
1,894
745
5,233
12,991
7,075
3,901
24,067
(14,045)
151,060
210,232
1.2%
5.0%
-11.1%
-22.2%
-23.4%
6.0%
-23.0%
-15.9%
14.4%
6.4%
3.6%
2.5%
3.2%
3.2%
2.6%
0.0%
22.7%
-15.6%
100.0%
3.4%
(61,050)
6,750
-12.4%
TOTAL INDIRECT A&G
$
6,139,260
$
5,922,278 $
216,982
3.5%
Outside Counsels
Auditing Services
Consulting & Other Services
Project Travel Costs
WREGIS Fees
Agent Billable Costs
Trustee Fees
Rating Agency Fees
Subtotal
$
523,000
380,985
40,500
9,000
21,355
3,116,150
302,200
166,000
4,559,190
$
662,677 $
380,925
85,679
580
13,339
3,128,583
284,585
185,000
4,741,367 $
(139,677)
60
(45,179)
8,420
8,016
(12,433)
17,615
(19,000)
(182,177)
-26.7%
0.0%
-111.6%
93.6%
37.5%
-0.4%
5.8%
-11.4%
-4.0%
61,050
(6,750)
-12.4%
(188,927)
-4.1%
28,055
0.3%
$
$
54,300
Glendora Project Accounting
TOTAL DIRECT A&G
$
4,613,490
$
4,802,417 $
TOTAL A&G EXPENSES
$
10,752,750
$
10,724,695
$
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
1160 NICOLE COURT
GLENDORA, CA 91740
(626) 793-9364 – FAX: (626) 793-9461
MEMO
WWW.SCPPA.ORG
To:
SCPPA Finance Committee
From: Aileen Ma, Chief Financial & Administrative Officer
Date:
October 5, 2026
Re:
FY 2026-27 Administrative & General (A&G) Expense Budget to Actual Comparison Report – August 2026
As of August 31, 2026, total A&G expenditures were $1,968,714 which was $265,674 or 11.9% under the year-to-date
budget.
Total Indirect A&G expenditures were $1,240,129, which was $167,548 or 11.9% under budget. The under budget was
primarily due to the timing of expenditures and invoices from vendors and consultants.
Total Direct A&G expenditures were $728,584, which was $98,126 or 11.9% under budget. The under budget was
primarily due to the timing of expenditures for legal services and consulting services.
Southern California Public Power Authority
FY 2026-27 Adminstrative & General (A&G) Expense Budget to Actual
August 31, 2026
ANNUAL
BUDGET
FY 2026-2027
YTD
BUDGET
8/31/2026
YTD
ACTUAL
8/31/2026
Under /
(Over)
Budget
%
Variance
Salaries
Employee Benefits
Office Building Costs
Office IT and Equipment/Furniture
Office Expenses
Insurance
Meeting Expense
Travel and Conferences
Staff Training/Development
Memberships and Dues
Subscriptions
Gov't Affairs (Sacramento Office)
Legislative Advocacy
Regulatory Advocacy
General Legal Services
Auditing Services
Consulting & Other Services
Financial Advisor
Glendora Project Accounting - Direct A&G
$
3,424,400
1,137,600
245,050
156,700
54,540
181,690
44,300
79,000
62,000
29,790
19,995
237,960
406,000
220,000
150,000
5,075
187,000
129,000
(58,560)
$
646,100 $
376,083
32,510
42,740
8,650
8,910
7,380
13,160
10,330
1,420
3,335
39,650
111,830
36,670
25,000
1,000
31,170
21,500
(9,760)
617,324 $
370,655
16,907
42,842
6,539
7,095
5,657
1,846
3,598
835
1,094
16,183
109,315
35,000
2,232
526
1,861
10,750
(10,129)
28,776
5,427
15,603
(102)
2,111
1,815
1,723
11,314
6,732
585
2,242
23,467
2,515
1,670
22,768
474
29,309
10,750
369
4.5%
1.4%
48.0%
-0.2%
24.4%
20.4%
23.4%
86.0%
65.2%
41.2%
67.2%
59.2%
2.2%
4.6%
91.1%
47.4%
94.0%
50.0%
-3.8%
Subtotal
$
6,711,540
$
1,407,678 $
1,240,129 $
167,548
11.9%
-
-
-
0.0%
169,250
Budget Contingency
TOTAL INDIRECT A&G
$
6,880,790
$
1,407,678 $
1,240,129 $
167,548
11.9%
Outside Counsels
Auditing Services
Consulting & Other Services
Project Travel Costs
WREGIS Fees
Agent Billable Costs
Trustee Fees
Rating Agency Fees
Glendora Project Accounting
$
445,200
380,985
271,600
8,500
16,705
3,182,350
320,300
170,000
58,560
$
74,200 $
40,000
45,270
1,420
2,785
530,392
53,383
69,500
9,760
32,690 $
39,474
9,383
1,633
524,954
41,221
69,100
10,129
41,510
526
35,887
1,420
1,152
5,437
12,162
400
(369)
55.9%
1.3%
79.3%
100.0%
41.4%
1.0%
22.8%
0.6%
-3.8%
TOTAL DIRECT A&G
$
4,854,200
$
826,710 $
728,584 $
98,126
11.9%
TOTAL A&G EXPENSES
$
11,734,990
$
2,234,388 $
265,674
11.9%
1,968,714
$
Docusign Envelope ID: 5C1A1582-098F-8231-815C-F0D3074D5880
ANAHEIM • AZUSA • BANNING • BURBANK • CERRITOS • COLTON • GLENDALE • IID • LOS ANGELES • PASADENA • RIVERSIDE • VERNON
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
1160 NICOLE COURT
GLENDORA, CA 91740
MEMO
(626) 793-9364
WWW.SCPPA.ORG
TO: SCPPA Board of Directors
FROM: Daniel E Garcia, Executive Director
DATE: October 15, 2026
RE: Working Group Updates
WORKING GROUP SUMMARY
ASSET MANAGEMENT
The next Asset Management Working Group meeting will be held on October 29, 2026. We
plan to hear about Project Development activities and discuss existing Project issues.
ASSISTANT GENERAL MANAGER (AGM)
The next Assistant General Manager Working Group meeting will be held on October 28,
2026. We plan to hear about Legislative and Regulatory updates, Project Development
activities, and discuss existing Project issues.
CUSTOMER PROGRAMS
The Customer Programs Working Group (CPWG) met on September 15, 2026. The meeting
opened with general updates including upcoming events and Program Development
Contracts statuses.
Docusign Envelope ID: 5C1A1582-098F-8231-815C-F0D3074D5880
The Sacramento Municipal Utility District (SMUD) joined the meeting to present on its
approval process for meter socket adapters, including the use cases and applications SMUD
is exploring for the technology.
Brandon Czworniak provided an update on the California Energy Commission’s (CEC) data
request related to the Publicly Owned Utilities Energy Efficiency Interactive Dashboard,
including the information SCPPA is collecting from Members to support the CEC’s request.
Elizabeth Naranjo provided an overview of the history of SCPPA trainings, including how the
training program has evolved, where it stands today, and how Members can participate in
existing trainings or request new training topics.
Uplight joined the meeting to present on its energy efficiency marketplace and demand
response services, including an overview of its offerings and how these services can support
utility energy efficiency and demand response efforts.
The meeting concluded with discussion among Members on the presentations, and industry
and regulatory updates.
The next CPWG meeting will be held on October 20, 2026.
CYBERSECURITY
The Cybersecurity Working Group (CWG) meets on a quarterly basis. The next CWG meeting
is planned for December 9, 2026, to discuss latest cyber-attacks, if any, and current trends
in cybersecurity protection.
FINANCIAL INCENTIVES and RATES
The Financial Incentive Programs Working Group (FIPWG) met on September 22, 2026. The
meeting opened with general updates and discussion among members regarding upcoming
industry events and other related activities.
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Imperial Irrigation District (IID) joined the meeting to provide a presentation on its recently
adopted Large Load Tariff. The presentation covered IID’s approach to addressing new large
loads and considerations related to serving significant new electric demand.
Mario De Bernardo provided Government Affairs updates, including recent legislation
related to data centers and an update on wildfire liability reform and other relevant
legislative and regulatory developments affecting publicly owned utilities.
The meeting concluded with discussion among members on the presentation, legislative
and regulatory updates.
The next FIPWG meeting will be held on October 27, 2026
HYDROGEN & OTHER EMERGING TECHNOLOGIES
This working group meets on an ad hoc basis. No meeting is currently scheduled.
KEY ACCOUNTS
This group meets on an ad hoc basis. No meeting is currently scheduled.
LEGAL
The Legal Working Group met on September 24, 2026. The group discussed strategies to
manage cost and reduce time for renewable project negotiation, artificial intelligence
platforms for lawyers, SCPPA’s planned procurement of outside counsel services to assist
with development of a standalone storage agreement, and general updates, including
regarding SCPPA’s attorney recruitment. On October 5, 2026, SCPPA through its outside
counsel Norton Rose Fulbright, provided a continuing legal education opportunity to SCPPA
Member attorneys related to federal securities laws and disclosure obligations. The next
quarterly Legal Working Group meeting is scheduled for December 10, 2026.
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LEGISLATIVE
The Legislative Working Group (LWG) met on September 16th and October 1st.
The LWG discussed end of session items and strategies for 2027 legislative priorities. These
included a review of 2026 legislation on data centers; reactions to the failure of end-ofsession wildfire liability reform; and legislative proposals regarding the Advanced Clean
Fleets (ACF) rule. The working group also reviewed all the bills tracked by SCPPA that were
signed or vetoed by the governor. SCPPA staff also shared opportunities for member
trainings.
The next LWG meeting will be held on October 14th.
MUTUAL ASSISTANCE
The Mutual Assistance Sub-Working Group (MASG) met on October 6th. There was only 1
Mutual Assistance Request in the month of September for a pole replacement. In the
month of October during the heat wave, Members shared there were no requests for
Mutual Assistance and not expecting any for the upcoming remainder of the week. The
Mutual Assistance Playbook has been fully reviewed and was shared with the team for
final review.
The next MASG meeting will be held on November 3, 2026, to discuss recent Mutal
Assistance Requests.
NATURAL GAS
The next Natural Gas Working Group (NGWG) will be held on October 27, 2026. The NGWG
plans to receive operations updates from PureWest, SCPPA’s operator in Wyoming, and BKV,
one of SCPPA’s operators in Texas. In addition, this working group will also review Net
Operating Revenue reports for both Barnett and Pinedale projects.
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PREPAY
General Prepay Working Group meetings will be scheduled in the future on an as needed
basis.
REGULATORY
The Regulatory Working Group (RWG) met on September 16th and October 1st.
The RWG discussed several regulatory and stakeholder developments. These included the
California Air Resources Board's (CARB) Advanced Clean Fleets (ACF) rule and Cap-andInvest Program; the California Energy Commission's (CEC) Integrated Resource Planning (IRP)
Guidelines updates, Renewables Portfolio Standard (RPS), and the recent data requests;
California Independent System Operator (CAISO) Large Load Customers proceeding; State
Water Resources Control Board (SWRCB) Utility Wildfire General Order; SCPPA’s potential
post-2030 strategy; and SCPPA’s upcoming annual conference and strategic planning
meeting.
On September 16, CARB Cap-and-Invest staff joined the RWG to discuss implementation of
recent regulation changes. SCPPA Members and CARB staff discussed details for the Natural
Gas Supplier allowance allocation transition to electric utilities for distribution.
The next RWG meeting will be held on October 14th.
RENEWABLES
The Renewables Working (ReWG) last met on September 15th. The Group discussed all 11
current projects in development and their current statuses. The ReWG discussed all the
proposals that were received at the end of August and Members will determine which
proposals to move forward with for future negotiation.
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The next ReWG meeting will be held on October 20, 2026, to discuss project development
updates and new proposals received.
RESOURCE PLANNING
The Resource Planning Working Group (RPWG) met on October 1, 2026. The RPWG discussed
future procurement with potential tariff impacts and supply chain concerns. One of the
SCPPA Members shared details on their RFP process and some helpful feedback on different
pricing structures: such as Resource Adequacy only and Top 4/Bottom 4-hour Energy
spreads. Other Members provided insights into starting preparation for their Integrated
Resource Plans (IRP) in 2028
The next RPWG will be held on November 6, 2026, to discuss resource planning issues and
latest standalone storage proposals.
RISK MANAGEMENT
The Risk Management Working Group (RMWG) met on October 7, 2026. The Group received
a presentation from Mei Pan with Anaheim Public Utilities on supply chain risk management.
The Group also received a summary of key topics discussed at the North American Power
Credit Organization (NAPCO) 2026 Conference from Paramita Paul with Anaheim Public
Utilities.
The next RMWG meeting is scheduled for November 4, 2026.
SAFETY
The Safety Working Group (SWG) met on September 22, 2026. The SWG discussed different
safety training courses provided for each of their groups. The focus was mainly on training
geared for Fleet Crews, Substation Training, and Onboarding.
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The SWG meets quarterly and the next meeting is planned for December 1, 2026, to discuss
recent safety events and trends.
TRANSPORTATION ELECTRIFICATION
The Transportation Electrification Working Group (TEWG) met on September 15, 2026. The
meeting opened with general updates, including upcoming events and electric vehicle
chagrining infrastructure funding opportunities
Brandon Czworniak provided updates on the California Energy Commission’s (CEC) Vehicleto-Grid (V2G) activities, including information on the upcoming CEC workshop focused on
V2G technologies and opportunities.
Elizabeth Naranjo provided an overview of the history of SCPPA trainings, including how the
training program has evolved, where it stands today, and how Members can participate in
existing trainings or request new training topics.
David Rapson with the National Bureau of Economic Research (NBER) joined the meeting to
present research findings related to managed EV charging programs and customer incentive
levels. The presentation included an overview of the research and key findings regarding
customer participation and the incentives needed to encourage participation in managed
charging programs.
The meeting concluded with discussion among Members on the presentations and industry
and regulatory updates.
The next TEWG meeting will be held on October 20, 2026.
TRANSMISSION & DISTRIBUTION ENGINEERING & OPERATIONS (TD
E&O)
The Transmission Distribution Engineering & Operation (TDE&O) Working Group (TDE&O
WG) met on October 6, 2026. The TDE&O WG received a presentation from Vernon on Data
Centers, describing the process and buildout in their city. Vernon went over the tear down
of the existing building that occupied the site, provided insights on the buildout of the
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substation, and issues associated with construction of the Data Center. The group later
discussed this year’s T&D Annual Conference, scheduled for December 2, 2026. A
registration link will be provided after the SCPPA Annual Conference to RSVP.
The next TDE&O WG meeting will be held on November 3, 2026, to finalize plans and
presentations for the T&D Conference.
RECURRING/ROLLING SOLICITATIONS:
NAME:
Request for Proposals: 2026 Stand-Alone Energy Storage Systems
WORKING GROUP:
ISSUE DATE:
Resource Planning
April 28, 2026
CLOSE DATE:
November 25, 2026
DESCRIPTION:
SCPPA Members seek an annual rolling Standalone Energy Storage Systems
(ESS) RFP to support Members’ procurement of renewable resources in
meeting their Renewable Portfolio Standards (RPS) and procurement targets
regarding Assembly Bill (AB) 2514. This RFP seeks proposals for stand-alone
ESS in areas relevant to SCPPA Members’ territories (CAISO Balancing
Authority (BA), IID BA, and at specific locations within the LADWP BA
system).
NAME:
Request for Proposals: 2026 Q3/Q4 SCPPA
Renewable Energy Resources and Energy Storage
Solutions
WORKING GROUP:
Renewables
ISSUE DATE:
July 16, 2026
CLOSE
DATE:
December 30, 2026
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DESCRIPTION:
SCPPA’s semi-annual rolling RFP to solicit proposals from developers for
renewable resources with or without energy storage (Solar, Wind, Geothermal,
Biomass, and Small Hydro) to meet Members’ IRP, Clean Energy, and RPS goals.
UPCOMING/RECENT SOLICITATIONS (NEW/CONTINUED SERVICES):
NAME:
Request for Proposals: New Resources and Transmission
DEPARTMENT:
ISSUE DATE:
Renewables
February 5, 2026
CLOSE DATE:
October 16, 2026
DESCRIPTION:
Request for Proposals from developers on Carbon-Free projects and related
Transmission for Members in particular areas where the Members can receive
the energy.
NAME:
Energy Efficiency Audits and Direct Installation Services
DEPARTMENT:
ISSUE DATE:
Program Development
November 1, 2026
CLOSE DATE:
December 1, 2026
DESCRIPTION:
RFP for Energy Efficiency Audits and Direct Installation Services to provide
integrated support for identifying, evaluating, and implementing energy
efficiency opportunities for residential, commercial, industrial, and
institutional customers of SCPPA members.
Page 9 of 10
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NAME:
Distributed Energy Resource Management Systems and Programs
Support Tools
DEPARTMENT:
ISSUE DATE:
Program Development
November 1, 2026
CLOSE DATE:
December 1, 2026
DESCRIPTION:
RFP for Distributed Energy Resource Management Systems and Programs
Support Tools to provide forecasting of distributed energy resource adoption
and output, quantify load flexibility, and improve distribution grid planning.
NON-BOARD APPROVED CONTRACT EXTENSIONS:
None
Daniel E Garcia, Executive Director
Southern California Public Power Authority
Page 10 of 10
Matt VanPuyvelde
(818) 238-1859
October 15, 2026
MAGNOLIA POWER PROJECT
OPERATIONS REPORT
September 2026
Reporting Period
September 1-30, 2026
Workforce Safety Statistics
There were zero (0) lost time accidents this month and zero (0) year-to-date (YTD).
There were zero (0) reportable incidents in September and zero (0) YTD.
Plant Performance Information
Availability: 91.4% in September, 96.4% fiscal year-to-date (FYTD), and 87.9% YTD.
(A table showing monthly plant availability for the past twenty-one months is attached.)
Unit Capacity Factor (240 MW): 64.2% in September, 73.4% FYTD, and 53.9% YTD.
Fired Factored Hours: 658.4 hours in September 2026.
Plant Starts (5 starts/month allowed): One (1) start was used in September 2026.
Plant Operating Hours (8,322 hours/year allowed): 5,742.6 hours YTD.
Statistics: Details are provided on the attached monthly production report entitled “Yearto-Date Summary of Statistics “CY2026 & FY2026-27”.
Plant Outage Summary and Other Information
MPP was shut down on September 18, 2026, to perform an offline water wash of the
combustion turbine compressor and complete balance-of-plant maintenance. MPP was
returned to service on September 21, 2026.
A table entitled “Outage Summary” is attached which shows all the outages that have
occurred over the past twelve (12) months. The “2026-2030 Scheduled Inspection Plan”
is also attached showing the calendar for future planned outages at MPP.
Annual heat recovery steam generator (HRSG) safety valve testing was completed on
Thursday, September 17, 2026.
There were no instances of stranded energy in September 2026. A table showing
stranded energy by month is attached.
MAGNOLIA MONTHLY PRODUCTION REPORT
Year-to-Date Summary of Statistics
CY2026 & FY2026-27
2026
2026
2026
2026
2026
2026
2026
2026
2026
2026
2026
2026
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
FYTD
YTD
68,941
46,757
115,698
244,367
160,748
405,115
501,217
385,905
887,122
5,727
6
152,192
85.2%
4,812
350
110,886
64.2%
15,928
555
389,187
73.4%
39,521
2,893
847,601
53.9%
12,074
7,300
7,612
11,341
7,129
7,397
12,449
7,465
7,789
11,891
7,280
7,578
13,395
7,625
7,981
720.0
634.7
0.0
90.0%
13.4
72.0
0.0
0.0%
85.3
0.0
0.0
634.7
22,674
744.0
726.7
31.4
97.7%
0.0
0.0
17.3
2.3%
17.3
0.0
0.0
726.7
21,947
744.0
744.0
133.0
100.0%
0.0
0.0
0.0
0.0%
0.0
0.0
0.0
744.0
21,203
720.0
658.4
29.3
91.4%
0.0
61.6
0.0
0.0%
61.6
0.0
0.0
658.4
20,545
2,208.0
2,129.1
193.7
96.4%
0.0
61.6
17.3
0.8%
78.9
0.0
0.0
2,129.1
Feb 2029
6,551.0
5,742.6
216.8
87.9%
13.4
326.3
468.7
7.2%
808.4
0.0
0.0
5,742.6
-
668
692,281
0.0
2
544.2
692,283
1,036
919
954,437
5.3
5,474
538.9
959,911
1,038
1,050
1,092,990
31.5
32,805
507.4
1,125,795
1,041
817
858,264
5.1
5,407
502.3
863,671
1,050
2,787
6,496
2,905,692 6,713,647
42
48.8
43,685
50,734
2,949,377 6,764,382
1,043
1,032
ENERGY
Combustion Turbine (Gross)
Steam Turbine
Plant Generation (Gross)
MWh
MWh
MWh
43,154
35,017
78,171
22,044
17,752
39,796
52,872
46,336
99,208
49,074
45,032
94,106
42,218
40,740
82,958
47,488
40,280
87,768
79,051
52,447
131,498
96,375
61,544
157,919
Plant Auxiliaries (Unit Aux.)
Plant Auxiliaries (Reserve)
Plant Generation (Net)
Capacity Factor (240 MW Net)
MWh
MWh
MWh
%
3,729
392
74,442
41.7%
1,748
1,241
38,048
23.6%
4,908
7
94,300
52.9%
4,724
6
89,382
51.7%
4,344
304
78,614
44.0%
4,140
388
83,628
48.4%
5,389
199
126,109
70.6%
THERMAL EFFICIENCY
Combustion Turbine (Gross)
Total Plant (Gross)
Total Plant (Net)
Btu/kWh
Btu/kWh
Btu/kWh
14,173
7,824
8,216
14,082
7,800
8,159
14,714
7,865
8,274
15,095
7,922
8,340
15,987
8,136
8,586
14,578
7,888
8,278
AVAILABILITY
Hours in the Month
Hours
Plant Operating Hours
Hours
Duct Burner Operating Hours
Hours
Plant Availability
%
Offline yet Available Hours
Hours
Planned Outage Hours
Hours
Forced Outage Hours
Hours
Forced Outage
%
Total Hours Offline
Hours
Forced Derated Hours
Hours
(FFH) From Peak Power
Hours
Total Factored Fired Hours
Hours
(FFH) Before Next Inspection
Hours
Estimated Date of Next Major Outage
744.0
546.0
0.0
73.4%
0.0
132.0
66.0
8.9%
198.0
0.0
0.0
546.0
25,741
672.0
286.6
0.0
42.7%
0.0
0.0
385.4
57.3%
385.4
0.0
0.0
286.6
25,455
743.0
743.0
10.8
100.0%
0.0
0.0
0.0
0.0%
0.0
0.0
0.0
743.0
24,712
720.0
720.0
12.3
100.0%
0.0
0.0
0.0
0.0%
0.0
0.0
0.0
720.0
23,992
744.0
683.3
0.0
91.8%
0.0
60.8
0.0
0.0%
60.8
0.0
0.0
683.3
23,309
FUEL USAGE AND QUALITY
Combustion Turbine
Combustion Turbine
Duct Burner
Duct Burner
Duct Burner Fuel Remaining
Total Plant Usage
Gas Btu (HHV)*
*1,050 assumed pending bill
601
611,604
0.0
5
551.1
611,609
1,018
301
310,422
0.0
0
551.1
310,422
1,032
757
777,955
2.2
2,306
548.8
780,261
1,028
726
740,749
4.6
4,737
544.2
745,485
1,020
657
674,944
0.0
0
544.2
674,944
1,028
MMSCF
DTH
MMSCF
DTH
MMSCF
DTH
Btu/SCF
Magnolia Power Project - Outage Summary
Outages During the Reporting Period September 1-30, 2026
Outage Type
Start Date/Time
End Date/Time
Hours
PO
9/18/26 18:19
9/21/26 7:55
61.6
Comments
CT water wash
Summary of Outages During the Past Twelve Months
Outage Type
Start Date
End Date
Hours
PO
PO
FO
FO
PO
PO
RS
FO
FO
October 17, 2025
January 23, 2026
January 29, 2026
February 16, 2026
May 1, 2026
June 26, 2026
June 29, 2026
July 1, 2026
July 1, 2026
October 20, 2025
January 29, 2026
February 16, 2026
February 17, 2026
May 4, 2026
June 29, 2026
June 29, 2026
July 1, 2026
July 2, 2026
72.82
131.97
432.55
18.82
60.8
72.0
13.38
2.1
15.23
Outage Type Legend
RS - Reserve Shutdown
PO - Planned Outage
FO - Forced Outage
OMC - Outside of Management Control
Cause
CT water wash
CT borescope/boiler inspection
HRSG/boiler desuperheater spray liner repairs
ST bearing vibration
CT water wash
SoCalGas pipeline maintenance, CT water wash
Off-line but available
FGC VFD fault
ST bearing #1 vibration
Magnolia Power Project - Availability Summary Table
Monthly
Quarterly
Semi-Annually
Annually
Jan-25
100.0%
Feb-25
Q1 '25
99.1%
65.3%
Mar-25
0.0%
H1 '25
Apr-25
66.2%
16.5%
May-25
Q2 '25
93.5%
67.1%
Jun-25
90.4%
Yr '25
Jul-25
81.6%
91.9%
Aug-25
Q3 '25
100.0%
96.7%
Sep-25
98.3%
H2 '25
Oct-25
96.7%
90.2%
Nov-25
Q4 '25
100.0%
96.7%
Dec-25
100.0%
Jan-26
73.4%
Feb-26
Q1 '26
42.7%
73.0%
Mar-26
100.0%
H1 '26
Apr-26
83.5%
100.0%
May-26
Q2 '26
91.8%
93.9%
Jun-26
90.0%
Jul-26
97.7%
Aug-26
Q3 '26
100.0%
96.4%
Sep-26
91.4%
2026-2030
Offline Water Wash
Hot Gas Path / Minor Inspection
Scheduled Inspection Plan
with 32K Hardware
Magnolia Power Project
Major Inspection
As of Sept. 28th, 2026
Total Fired Hours
PROJECTED ANNUALLY
INSPECTIONS
76
2026
(7,938 Hours)
151,104 Hrs
January 2026
2027
(6,096 Hours)
2028
(8,472 Hours)
81
85
Total Fired Time
156,238 Hours
2029
(8,448 Hours)
2030
(8,448 Hours)
89
93
January 2027
February 2028
February 2029
February 2030
Water Wash
Offline 6:00 PM 1/23/2026
Offline 6:00 PM 1/18/2027
Offline 6:00 PM 2/4/2028
Offline 6:00 PM 2/2/2029
Offline 6:00 PM 1/25/20230
90 Day Intervals
Every 2,160 Hours
Online 6:00 AM 1/29/2026
Online 6:00 AM 1/22/2027
Online 6:00 AM 2/10/2028
Online 6:00 AM 2/8/2029
Online 6:00 AM 1/31/2030
January 2027
CT Borescope/Boiler
Inspection
86
May 2028
CT Borescope/Boiler
Inspection
90
May 2029
CT Borescope/Boiler
Inspection
94
May 2030
Offline 6:00 PM 1/28/2027
Offline 6:00 PM 5/5/2028
Offline 6:00 PM 5/11/2029
Offline 6:00 PM 5/3/2030
Online 6:00 AM 5/12/2027
Online 6:00 AM 5/8/2028
Online 6:00 AM 5/14/2029
Online 6:00 AM 5/6/2030
87
91
95
Hot Gas Path / Minor
Inspection
CT Borescope/Boiler
Inspection
152,879 Hrs
77
May 2026
Every 32,000 Hours
Offline 6:00 PM 5/1/2026
Last HGP @ 144,837 Hrs
Online 6:00 AM 5/04/2026
Major Inspection
154,144 Hrs
June 2026
78
Every 64,000 Hours
Offline 6:00 AM 06/26/2026
Last Major @ 112,229 Hrs
Online 6:00 PM 06/29/2026
Upcoming Inspections
CT Enhancement
Boiler Inspection
01/28/2027-05/12/2027
CT Enhancement / Boiler
Inspection
82
83
August 2027
August 2028
August 2029
August 2030
SoCal Gas
Curtailment
156,070 Hrs
79
September 2026
Offline 6:00 PM 8/13/2027
Offline 6:00 PM 8/4/2028
Offline 6:00 PM 8/10/2029
Offline 6:00 PM 8/2/2030
Online 6:00 AM 8/16/2027
Online 6:00 AM 8/7/2028
Online 6:00 AM 8/13/2029
Online 6:00 AM 8/5/2030
Offline 6:00 PM 9/18/2026
84
88
92
96
Online 6:00 AM 9/21/2026
All Future Dates are estimates
based on run hours and are
subject to change
4
81
82
80
79
December 2026
November 2027
November 2028
November 2029
November 2030
Offline 6:00 PM 11/5/2027
Offline 6:00 PM 11/3/2028
Offline 6:00 PM 11/2/2029
Offline 6:00 PM 11/1/2030
Online 6:00 AM 11/8/2027
Online 6:00 AM 11/6/2028
Online 6:00 AM 11/5/2029
Online 6:00 AM 11/4/2030
164,567 Hours
173,039 Hours
181,487 Hours
189,935 Hours
Offline 6:00 PM 12/11/2026
Online 6:00 AM 12/14/2026
End Of Year Totals
158,471 Hours
Stranded Energy Monthly Report
Month
Oct-25
Nov-25
Dec-25
Jan-26
Feb-26
Mar-26
Apr-26
May-26
Jun-26
Jul-26
Aug-26
Sep-26
Participant
Glendale
Anaheim
-
Energy (MWh)
47
34
-
SCPPA BOARD MEETING
PALO VERDE NUCLEAR GENERATING STATION (PVNGS)
STATUS REPORT
Plant Operations - Following is the status of the plant as of September 1st, 2026:
• Unit 1 is at full power in its 479th day of continuous operation.
• Unit 2 is at full power in its 118th day of continuous operation.
• Unit 3 is at full power in its 272nd day of continuous operation.
August 2026, the year-to-date maximum dependable capacity factor is as follows:
Unit 1
Unit 2
Unit 3
Station
Capacity Factor
97.2%
98.1%
97.4%
97.6%
Budget:
August 2026, the cost report is summarized as follows:
(In $millions)
O&M
Capital
Fuel
Total
YTD-Budget
YTD-Actual
YTD-Variance
485.84
201.29
148.42
835.55
491.14
230.21
127.83
849.19
5.30
28.91
(20.58)
13.64
Year-End
Budget
800.00
377.00
205.24
1,382.24
August 2026 Developments:
•
•
Nuclear Production Tax Credit: APS will complete the CY 2025 prevailing-wage
review by 8/21/2026 and vendor correction payments by 8/31/2026. New reporting
requirements apply under IRS Form 7220. SRP’s fiscal-year target completion date
is 12/31/2026.
Subsequent License Renewal (SLR): The owners approved re-phasing the
already-funded $36.8M SLR project to move work into earlier years. This pulls ~$4M
into 2026 and ~$2.8M into 2027, but is expected to lower the total cost by about
$4.6M (to ~$33.2M) and improve schedule certainty by taking advantage of today's
favorable regulatory climate. SLR keeps all three Palo Verde units eligible to run an
extra 20 years.
Memo
TO:
FROM:
RE:
DATE:
Southern California Public Power Authority
TFG
Federal Legislative Report
October 9, 2026
September 2026 Federal Report
This legislative report covers activities related to appropriations, energy, and environment, as well as
telecommunications and cybersecurity issues from September 1 through September 30, 2026.
Executive Summary
Congressional Calendar. The House was in session for a week in September. The Senate was in session
for two weeks.
FY 2027 Appropriations. The government is operating under a Continuing Resolution (CR) – which
funds the government at FY 2026 levels – allowing the government to continue fully operating until at
least December 11th. Finishing work on the FY 2027 fiscal year appropriations process will be likely be
the first order of business when Congress returns for the Lame Duck session after the November 3rd
election.
Energy and Environment. Federal executive branch actions on a wide array of relevant issues
continued apace, including federal legislative actions on permitting reform, FERC actions on large load
growth demand, as well as action on substation standards, and the Administration’s efforts on nuclear
energy, among other activities.
Telecommunications and Cybersecurity. As usual, much is going on in this space, including action by
DOE seeking input on Foreign Grid-Equipment Restrictions, and APPA’s response to the FCC bid to cap
pole and right of way fees.
2026/2027 Budget and Appropriations
On September 2, President Donald Trump signed the Continuing Appropriations and Extensions Act,
2027 into law (P.L. 119-103). The stopgap Continuing Resolution (CR) funds the entirety of the federal
government from October 1 through December 11, 2026, at enacted Fiscal Year (FY) 2026 funding
levels, officially averting a government shutdown beginning the first day of FY 2027 (on October 1).
Enactment of the CR provides congressional leaders an additional ten weeks to reach a final deal on all
twelve FY 2027 spending bills and pass them through both chambers in the upcoming lame-duck
session of the 119th Congress. So far, four have passed the House; none in the Senate.
September 2026 Federal Legislative Report
Energy and Environment
FERC Reliability and Physical Security Standards
In early September, the Federal Energy Regulatory Commission (FERC) approved NERC Reliability
Standard CIP 014 4, strengthening federal physical security requirements for critical transmission
facilities. The revised standard requires applicable transmission owners to conduct periodic risk
assessments to identify critical transmission substations, evaluate threats and vulnerabilities associated
with a physical attack, and maintain plans to protect critical facilities. FERC said the revised standard
tightens assessment timelines, clarifies applicability thresholds, and strengthens verification and
oversight. This is directly relevant to public power entities that own or operate Bulk Power System
transmission facilities, and more broadly to SCPPA members because physical security requirements
can affect compliance, operating practices and investments in substations and control facilities.
The action is particularly significant because federal reliability policy is increasingly addressing the
security and resilience of the existing grid at the same time utilities are confronting substantial load
growth and expanding transmission requirements. The September FERC action warrants attention as to
whether SCPPA member-owned transmission assets fall within the revised standard's applicability
provisions and whether existing physical security assessments and facility protection programs will
need to be adjusted as the new standard is implemented.
FERC Western Market Coordination
September 30 was the deadline established by FERC for the California Independent System Operator
(CAISO) and Southwest Power Pool (SPP) to submit a joint report concerning coordination along the
increasingly important connections between Western electricity markets. FERC ordered the report to
address existing coordination initiatives, operational challenges created by new market developments,
schedules for resolving those issues, and areas where the market operators have not yet aligned. The
proceeding is particularly relevant following the May 2026 launch of CAISO's Extended Day Ahead
Market and the expansion of SPP's Western activities. FERC has identified the evolving market
boundaries as creating potential reliability, operational, and market efficiency issues in the Western
Interconnection.
This proceeding has a more immediate Western nexus than many national FERC initiatives. Given that
members operate within a region increasingly divided among different voluntary market arrangements,
making this kind of coordination is consequential for wholesale transactions, transmission use, and
regional reliability.
In July, FERC issued an order that highlights that the agency’s concerns extend not only to the CAISO
and SPP markets, but also to their interactions with neighboring balancing authorities that do not
participate in an organized day-ahead market.
2
September 2026 Federal Legislative Report
EPA Power Plant Greenhouse Gas Regulations Advance
On September 14, EPA Administrator Lee Zeldin signed a final rule partially repealing the 2024 Carbon
Pollution Standards governing greenhouse gas emissions from fossil fuel fired electric generating units.
Published September 17, the rule repeals the emission guidelines for existing fossil fuel fired steam
generating units, the carbon capture-based standards governing coal units undertaking large
modifications, and the Phase 2 carbon capture-based standards for new baseload stationary
combustion turbines. The final rule becomes effective November 16, 2026.
At the same time, EPA issued a supplemental proposal that would go considerably further by rescinding
the remaining federal greenhouse gas requirements for fossil fuel-fired power plants under Clean Air
Act Section 111. EPA proposes that Section 111 does not authorize regulation of power plant emissions
in response to global climate change concerns and proposes rescinding contrary agency findings and
determinations dating from 2015.
Some portions of the 2024 framework are being repealed through the final rule, while broader
elimination of the remaining GHG requirements is currently only a proposal.
Comments on that proposal are due November 2, 2026.
NRC Reactor Regulatory Overhaul Proposal
On September 11, the Nuclear Regulatory Commission (NRC) proposed a broad overhaul of its
regulations governing both currently operating nuclear power plants and new reactor applicants. The
proposal implements Executive Order 14300 and would expand risk informed approaches, eliminate or
modify requirements NRC considers outdated, remove the expiration date for standard reactor design
approvals, provide greater flexibility for reactor control room staffing, revise nonemergency event
reporting requirements, reduce routine reporting and recordkeeping, modify requirements affecting
decommissioning trust funds and make other changes intended to produce a more efficient and
predictable licensing system.
FERC’s action is notable because it applies both to the existing nuclear fleet and applicants seeking
approval for new reactor technologies. It could therefore affect the federal licensing environment
surrounding utilities' future nuclear procurement or participation decisions.
The proposal is part of a larger federal effort to reduce licensing barriers and accelerate deployment
while retaining NRC safety oversight.
DOE Transmission Needs Study Update
On September 8, DOE closed the public comment period on its draft 2026 National Transmission Needs
Study. The study is conducted pursuant to Section 216 of the Federal Power Act and identifies current
and anticipated transmission capacity constraints and congestion. DOE states that the study can inform
regional and interregional transmission planning and investment decisions and, importantly, may inform
subsequent decisions concerning the designation of National Interest Electric Transmission Corridors.
3
September 2026 Federal Legislative Report
DOE's draft identifies accelerated load growth from data centers, manufacturing and other large loads as
important drivers of additional transmission needs.
The process is notable because the final federal assessment can help shape DOE transmission policy and
the future use of federal transmission authorities. DOE expressly states that the study will inform its
coordination of transmission related authorities and funding, in addition to potential corridor
designations. The federal process therefore intersects with Southern California public power concerns
regarding transmission expansion, reliability, new generation interconnection and the ability of the
Western grid to accommodate significant new loads.
DOE Grid Modernization and Transmission Investment Activities
On September 24, DOE's Office of Electricity announced selections for grid investments across 26 states
under its Speed to Power initiative. DOE's Office of Electricity identifies this as its September 24
announcement concerning investments intended to lower electricity costs and improve grid reliability.
Public reporting on the selections describes extensive use of advanced reconductoring and other grid
enhancing technologies intended to increase the carrying capability of existing transmission
infrastructure rather than depending exclusively on construction of entirely new corridors.
DOE’s actions are notable because Reconductoring and grid-enhancing technologies potentially provide
utilities another pathway for accommodating load growth and expanding transfer capability through
existing infrastructure. For Southern California, agencies facing load growth, interconnection pressures,
siting constraints and lengthy development timelines for new transmission, DOE's emphasis on
increasing capacity within existing corridors is a federal initiative worth tracking for subsequent funding
opportunities and potential application within member systems.
Large Load and Data Center Cost Allocation Legislation
On September 10, the House Energy and Commerce Committee reported H.R. 9340, the Ratepayer
Protection Act, legislation directly addressing who pays for electric system expansion required to serve
very large new loads. The reported legislation would amend the Public Utility Regulatory Policies Act to
establish a federal standard under which rates charged by an electric utility to a large load customer
would be designed to recover from that customer the full incremental cost of generation, transmission
or distribution upgrades necessary to serve the load. The bill addresses the risk that a large load
customer terminates its agreement or otherwise stops purchasing electricity after infrastructure has
been developed to serve it.
The legislation expressly addresses generation, transmission and distribution upgrades, making it
potentially significant to vertically integrated public power utilities evaluating very large load
interconnections.
Bipartisan Senate Permitting and Transmission Legislative Proposal
On September 30, Senate Environment and Public Works Committee (EPW) Chair Shelley Moore Capito
(R-WV), Ranking Member Sheldon Whitehouse (D-RI), Energy and Natural Resources Committee Chair
4
September 2026 Federal Legislative Report
Mike Lee (R-UT) and Ranking Member Martin Heinrich (D-NM) unveiled the Bipartisan American
Affordability and Jobs Act of 2026, a broad permitting package containing significant electricity
transmission provisions. Key elements of the bill address regional and interregional transmission
planning, transmission cost allocation, federal permitting and siting, advanced transmission technologies
and protections related to costs created by large loads. The proposal also includes broader changes to
federal environmental review and infrastructure permitting.
Two items stand out: First, the draft bill – likely to undergo tweaks and changes before its expected
consideration on the Senate floor during the Lame Duck Session—proposes “project certainty” language
to address the long-standing concern of renewable energy project advocates that permit and project
approvals will be assured in the regular executive branch approval process. Further discussions are
continuing between the White House and the committees regarding the timing and terms of the release
of several renewable projects currently under consideration by the Trump Administration.
In addition, the bill contains significant language potentially impacting transmission as well as language
potentially affecting interregional planning, allocation of transmission costs, and federal siting authority.
It also may provide congressional direction on how cost allocation, local control, public power treatment,
transmission permitting, and protections against shifting large load infrastructure costs to existing
customers are implemented.
Telecommunications and Cybersecurity
Broadband and Telecommunications
Public Power Challenges FCC Bid to Cap Pole and Rights-of-Way Fees: Initial comments closed
September 21 in the FCC’s Build America wireline rulemaking (WC Docket No. 25-253), which proposes
a 120-day presumptive deadline for state and local authorizations, fees limited to actual and direct
costs, and counting in-kind demands such as conduit toward fee caps. It also asks whether the fee
standard should reach government-owned poles and conduit. The American Public Power Association
(APPA) argued that Section 224 exempts public power poles and that utilities act as market participants,
not regulators. Whether that exemption limits a Section 253 rule is unresolved, and exposure differs for
city permitting versus utility pole attachments. Reply comments are due November 5.
FCC Removes Most Utility Radio Sites from NEPA Review: On September 30, the FCC adopted a Report
and Order (WT Docket No. 25-217) finding that facilities deployed under geographic-area or site-based
licenses, or unlicensed services, are not “major federal actions” under the National Environmental
Policy Act (NEPA) unless they require antenna structure registration (generally structures over 200 feet
or near airports). Members licensing land mobile radio, microwave, or private broadband sites may
avoid FCC environmental checklists for such facilities. Radiofrequency exposure limits, Endangered
Species Act obligations, and National Historic Preservation Act Section 106 review still apply, and a
further notice seeks comment on Section 106 changes. The effective date and comment deadlines
await Federal Register publication.
NTIA Opens BEAD “True-Up” Round With a Local Challenge Window: On September 3, NTIA issued a
Broadband Equity, Access, and Deployment (BEAD) Supplemental Deployment Policy Notice directing
5
September 2026 Federal Legislative Report
program savings to locations left unserved by provider defaults, misreporting, or map changes. After a
state publishes its supplemental list, providers, local governments, and nonprofits have 30 days to show
a location is served, or will be within 12 months; completed pole attachment agreements count as
evidence. A second subgrantee round follows. Members or cities with fiber or planned builds can
protect their footprints, though bidding eligibility depends on California’s rules. Non-deployment
guidance remains pending; bipartisan senators pressed NTIA for it on September 30. California’s
challenge dates were not identified.
Senate Postpones Hearing on FCC Nominee: On September 14, the Senate Commerce Committee
postponed its September 17 hearing on Danielle Thumann Severs, senior counsel to FCC Chairman
Brendan Carr, whom the President nominated in August to a vacant Commission seat. The committee
did not announce a new date. Confirmation would give Republicans a 3–1 majority, which bears on the
pace of contested items, including the wireline rights-of-way rulemaking above.
Cybersecurity
DOE Seeks Input on Foreign Grid-Equipment Restrictions; Comments Due October 9: On September 9,
DOE published a Request for Information (91 Fed. Reg. 57322) to implement Executive Order 14421,
which authorizes restrictions on foreign-produced bulk-power system equipment, including
transformers, inverters, battery storage, generators, control systems, and related software. At a
September 16 webinar, DOE said nothing is prohibited until it makes required findings, but installed
equipment could potentially be affected. The order reaches generation, control rooms, and
transmission at 69 kV or above and excludes local distribution, placing member and SCPPA joint-project
assets in scope. Implementing rules are due December 24. Comments are due October 9. TFG
recommends that members inventory foreign-sourced equipment and remote-access arrangements.
Stopgap Law Extends Cyber Information-Sharing Protections to December 11: On September 2, the
President signed H.R. 6500, the Continuing Appropriations and Extensions Act, 2027 (P.L. 119-103),
after the House passed it 370–48 on September 1. The law funds the government through December 11
and extends the Cybersecurity Information Sharing Act of 2015 to that date. Its liability protections and
disclosure exemptions support threat sharing through the Electricity Information Sharing and Analysis
Center (E-ISAC) and, for cities, the Multi-State ISAC. The law also bars OMB from finalizing its Uniform
Guidance overhaul for federal grants before December 11.
No September Action on CIRCIA: As of September 30, CISA had not published the Cyber Incident
Reporting for Critical Infrastructure Act (CIRCIA) final rule, missing its September regulatory-agenda
target. The April 2024 proposed rule remains the only text, and no reporting obligation is in effect.
6
September 2026 Federal Legislative Report
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AGENDA ITEM STAFF REPORT
MEETING DATE:
SUBJECT:
October 21, 2026
RESOLUTION NUMBER:
2026-099
Amendment No. 4 to Master Professional Services Agreement with Clean Power
Research, L.L.C. to Extend the Term of the Agreement through February 18, 2027
DISCUSSION:
☐
OR
CONSENT:
☒
Select the appropriate box(es):
FROM:
Finance
Project Development
Program Development
Regulatory/Legislative
Project Administration
Legal
Executive Director
METHOD OF SELECTION:
☐
☐
☒
☐
☐
☐
☐
Competitive
Cooperative Purchase
Sole Source
Other
☒
☐
☐
☐
Other (Please describe):
MEMBER PARTICIPATION:
Sponsoring Member: Colton, Glendale, Pasadena
Other Members Potentially Participating:
Other Members may participate as their needs
dictate.
Approved by Executive Director: ___________________________________
RECOMMENDATION:
Approve Amendment No. 4 to a Master Professional Services Agreement (“Agreement” or “MPSA”)
with Clean Power Research, L.L.C. (“Clean Power Research”) to extend the term of the Agreement
through February 18, 2027. Under the Agreement, Clean Power Research provides distributed energy
resources demand management systems (DERDMS) services that support the integration and
management of renewable resources, energy storage, electric vehicles and customer energy behavior.
AGENDA STAFF REPORT TEMPLATE
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Amendment No. 4 to the Agreement would allow SCPPA to provide continuity of services to its
participating members pending release and completion of SCPPA’s competitive request for proposals
(RFP) process.
BACKGROUND:
Clean Power Research is a technology company headquartered in Bellevue, Washington. Established
in 1998, the company provides cloud-based software and research services to utilities, energy
agencies, and organizations in the solar industry. Its solutions support a variety of utility functions,
including distributed energy resources (DERs), customer programs, interconnection, solar forecasting,
and energy program administration.
In 2020, following a competitive solicitation process, the Board adopted Resolution No. 2020-110
authorizing SCPPA to enter into a master professional services agreement with Clean Power Research
for DERDMS and related services. The initial term of the Agreement was three years with an option for
SCPPA to extend for an additional three-year term.
The Agreement has been amended three times. In 2022, the Board adopted Resolution 2022-018
approving Amendment No. 1 to the Agreement to add provisions for adherence to California Consumer
Privacy Act regulations, indemnity, and cybersecurity insurance. In 2023, under the Executive Director
authority, SCPPA approved Amendment No. 2 to the Agreement to extend the term to November 19,
2026. In 2025, the Board adopted Resolution 2022-078 approving Amendment No. 3 to the Agreement
to increase the not-to-exceed amount to $685,000.
The purpose of proposed Amendment No. 4 is to extend the Agreement with Clean Power Research
for three additional months, until February 18, 2027, to avoid a disruption in services, pending the
release and completion of an RFP for DERDMS and related services.
Three SCPPA Members – Colton, Glendale and Pasadena – have entered into task orders with Clean
Power Research under the Agreement. The Agreement is currently set to expire on November 19,
2026. Through the Customer Programs Working Group, three Members, Colton, Glendale and
Pasadena, expressed a desire to continue utilizing Clean Power Research’s services at this time.
DISCUSSION:
SCPPA staff recommends that SCPPA extend the current Agreement with Clean Power Research by
three months to allow sufficient time to release and complete the competitive RFP process. The
proposed extension will help ensure continuity of service and avoid any potential lapse in critical support
provided to SCPPA Members during the transition period until SCPPA presents is recommendations
for award of contract to the Board for its consideration.
•
Scope of Contract Services
Clean Power Research provides participating SCPPA Members with the following core
services:
1. PowerClerk®
A hosted, secure application for DER program management.
2. WattPlan® Advisor
A platform that provides personalized DER advice and optimized suggestions for
customers. It supports a variety of DERs, including but not limited to rooftop solar,
AGENDA STAFF REPORT TEMPLATE
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community solar, electric vehicles, battery storage, energy efficiency measures, and
demand control devices.
3. WattPlan Grid
A platform that provides scenario-based, customer-level modeling of DER adoption. The
platform allows utility planners and analysts to evaluate how changes in technology costs,
incentives, and utility rates may affect future DER adoption and support DER planning and
analysis.
4. SolarAnywhere
A web-based service that provides historical solar irradiance and photovoltaic (PV) power
production data, along with forecasting and fleet simulation capabilities for central and
distributed PV systems. The platform uses industry data to support utility planning,
forecasting, and analysis of solar generation.
•
Selection Method:
SCPPA issued a competitive solicitation for DERDMS and related services on June 29, 2020. A
total of thirty-two (32) responses were received and evaluated by staff of SCPPA, Colton, Los
Angeles, and Pasadena based on qualifications, experience, skills required to provide the
required services, demonstration of project management abilities, references, and costcompetitiveness. Clean Power Research was selected as one of the most qualified and costeffective firms out of the respondents to SCPPA’s competitive solicitation.
•
SCPPA’s Authority:
SCPPA has the authority to execute this Amendment No. 4 to the Agreement under the
California Joint Exercise of Powers Act, the SCPPA Joint Powers Agreement and the provisions
of Section 9615 of the California Public Utilities Code ("Section 9615”). The SCPPA Joint Powers
Agreement provides SCPPA with the authority to develop, finance, construct, operate and
maintain electric energy generation and transmission projects. SCPPA's ability to exercise this
right is supplemented by the requirements of Section 9615 which requires that each local publicly
owned electric utility, in procuring energy, “shall first acquire all available energy efficiency and
demand reduction resources that are cost effective, reliable and feasible.” As a local publicly
owned utility, as that term is defined by the California Public Utilities Code, SCPPA and its
Members are subject to the requirements of Section 9615. Amendment No. 4 to the Agreement
will extend for three months the term of a contract to provide SCPPA Members continued
accessing DERDMS services that support the integration and management of renewable
resources, energy storage, electric vehicles and customer energy behavior. These services help
Members optimize demand response, forecast DER adoption and enhance distributed resource
planning, supporting cost-effective and reliable energy efficiency and demand reduction efforts
in alignment with Section 9615.
FISCAL IMPACT:
The Agreement has a not-to-exceed amount of $685,000. No additional funding will be required for this
Amendment. Participating Members have committed in writing to paying for any, and all, services
procured from Clean Power Research under the Agreement pursuant to separate task orders signed
by each SCPPA Member that elects to receive such services from Clean Power Research.
ATTACHMENTS:
1. Resolution No. 2026-099
2. MPSA Amendment No. 4
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RESOLUTION NO. 2026-099
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AUTHORIZING THE EXECUTIVE DIRECTOR TO
EXECUTE AMENDMENT NO. 4 TO THE MASTER
PROFESSIONAL SERVICES AGREEMENT BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND CLEAN POWER RESEARCH, L.L.C. EXTENDING
THE TERM OF THE AGREEMENT FOR THREE MONTHS
WHEREAS, the Southern California Public Power Authority (“SCPPA” or “the
Authority”) owns interests in various generation and transmission projects, the output or services
of which has been sold to Members of the Authority (“Members”); and its Members are engaged
in the generation, transmission, and distribution of electrical energy to retail customers, including
assisting such customers with the efficient use of said energy; and
WHEREAS, on November 19, 2020, after a competitive solicitation, the SCPPA
Board adopted Resolution 2020-110, pursuant to which SCPPA executed a Master Professional
Services Agreement (as amended from time to time, the “Agreement”) with Clean Power
Research, L.L.C., to provide distributed energy resources demand management systems services
that support the integration and management of renewable resources, energy storage, electric
vehicles and customer energy behavior (the “Services”) for participating Members; and
WHEREAS, the Agreement has been previously amended by Amendment No. 1
dated February 17, 2022; Amendment No. 2 dated March 22, 2023, Amendment No. 3 dated July
17, 2025; and
WHEREAS, the term of the Agreement will expire on November 19, 2026; and
WHEREAS, the Parties desire to extend the term of the Agreement through February 18,
2027 to allow for continued services pending the Authority’s issuance and completion of a
Request for Proposal process for the Services.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the
Authority as follows:
1.
The Executive Director is authorized to execute Amendment No. 4 to the Agreement.
2.
The President, Vice President, Secretary, any Assistant Secretary, Executive Director and
any other officer of the Authority are each hereby authorized to execute and deliver any
and all documents and instruments and to do and cause to be done any and all acts and
things necessary or proper for carrying out the transactions contemplated by this
Resolution.
3.
This Resolution shall become effective immediately.
THE FOREGOING RESOLUTION NO. 2026-099 is approved and adopted by the
Authority this 21st day of October 2026.
Tikan Singh
VICE PRESIDENT
Southern California Public
Power Authority
ATTEST:
Daniel E Garcia
ASSISTANT SECRETARY
Southern California Public
Power Authority
AMENDMENT NO. 4
TO THE MASTER PROFESSIONAL SERVICES AGREEMENT BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
CLEAN POWER RESEARCH, L.L.C.
This Amendment No. 4 to the Master Professional Services Agreement (the “Agreement”) between the
Southern California Public Power Authority (“SCPPA”) and Clean Power Research, L.L.C.
(“Contractor”) (collectively, the “Parties”) is made and entered into on this 21st day of October 2026.
WHEREAS, on November 19, 2020, the Parties entered into the Agreement, which Agreement
has been previously amended by Amendment No. 1 dated February 17, 2022; Amendment No. 2 dated
March 22, 2023, and Amendment No. 3 dated July 17, 2025; and
WHEREAS, the term of the Agreement will expire on November 19, 2026; and
WHEREAS, the Parties desire to extend the term of the Agreement through February 18, 2027.
NOW, THEREFORE, in consideration of the premises herein, and for good and valuable consideration,
the Parties agree as follows:
1. The term of the Agreement shall be extended up to and including February 18, 2027.
2. Except as provided herein, all other terms and conditions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, each signatory hereto represents that he or she has been properly authorized to
execute and deliver this Amendment No. 4 on behalf of the party for which he or she signs.
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:
DANIEL E GARCIA
Executive Director
Approved as to Legal Form:
CHRISTINE GODINEZ
General Counsel
and;
CLEAN POWER RESEARCH, L.L.C.
By:
ALAN SAUNDERS
Vice President, Sales & Business Development
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AGENDA ITEM STAFF REPORT
MEETING DATE:
SUBJECT:
October 21, 2026
RESOLUTION NUMBER:
2026-100, 2026-101,
2026-102 & 2026-103
Supplemental Indentures of Trust for Milford Wind Corridor Phase I Project, Milford
Wind Corridor Phase II Project, Windy Point/Windy Flats Project and Gas Project
Revenue Bonds (Project No. 1)
DISCUSSION:
☒
OR
CONSENT:
☐
Select the appropriate box(es):
FROM:
Finance
Project Development
Program Development
Regulatory/Legislative
Project Administration
Legal
Executive Director
METHOD OF SELECTION:
☒
☐
☐
☐
☐
☐
☐
Competitive
Cooperative Purchase
Sole Source
Other
☐
☐
☐
☒
Other (Please describe):
N/A
MEMBER PARTICIPATION:
Sponsoring Member: Anaheim, Burbank, Colton, Glendale, LADWP, and Pasadena
Other Members Potentially Participating: None
Approved by Executive Director: ___________________________________
RECOMMENDATION:
Adopt four Resolutions, one for each project, authorizing the execution and delivery of supplemental
indentures of trust to remove the requirement of an Accountant’s Certificate or a statement signed by
an Accountant for rebate calculations for the following projects with related bonds: (1) Milford Wind
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Corridor Phase I Project, (2) Milford Wind Corridor Phase II Project, (3) Windy Point/Windy Flats
Project, and (4) Gas Project Revenue Bonds (Project No. 1).
BACKGROUND:
Under the Internal Revenue Code, issuers of tax-exempt bonds must rebate any investment earnings
that exceed the bond yield to the U.S. Treasury. These investment earnings are referred to as
arbitrage. The arbitrage rebate calculation is performed at least every 5 years over the bond’s life to
determine whether a rebate liability exists and if so, the amount required to be paid to the U.S. Treasury.
SCPPA is subject to the arbitrage rebate calculation requirement for each tax-exempt bond issuance
that SCPPA has. This calculation requirement is written within each bond’s indenture of trust. Each
indenture also requires that SCPPA deliver the computation to the trustee within so many days after
the due date of the computation.
SCPPA has performed the arbitrage rebate calculations as required under each bond’s indenture as
well as delivering the computations to the trustee within the required timeframe for all tax-exempt bonds
issued. However, certain bond indentures require the delivery of an Accountant Certificate or a
statement signed by an Accountant. An Accountant’s Certificate is a certificate signed by an
independent certified public accountant or arbitrage rebate specialist.
The projects with bond indentures that require the Accountant’s Certificate or statement are:
(1) Milford Wind Corridor Phase I Project (Milford I),
(2) Milford Wind Corridor Phase II Project (Milford II),
(3) Windy Point/Windy Flats Project (Windy) and,
(4) Gas Project Revenue Bonds (Project No. 1) (Prepaid Gas)
The SCPPA Member Participants of the projects are:
(1) Milford I – Burbank, LADWP, and Pasadena
(2) Milford II – Glendale and LADWP
(3) Windy – Glendale and LADWP
(4) Prepaid Gas – Anaheim, Burbank, Colton, Glendale, and Pasadena
DISCUSSION:
SCPPA’s arbitrage rebate calculations are reviewed by SCPPA’s Special Tax Counsel prior to
delivering to the trustee. Delivery of an Accountant’s Certificate or statement would require a review of
the same calculation by a consultant, which would be a reductant process with additional costs for the
project. Accordingly, SCPPA staff recommend amending the bond indenture via a supplemental
indenture of trust to replace the Accountant Certificate or statement with a written statement from
SCPPA for each of the four projects. This amendment would also procedurally align the rebate
calculation delivery process for the four projects with the rest of SCPPA’s bond indentures for other
projects.
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In consultation with SCPPA’s Bond Counsel, Special Tax Counsel, and Trustee, the proposed
amendment will not materially adversely affect the rights of bondholders.
On October 5, 2026, the Finance Committee discussed the proposed amendment to the four bond
indentures and recommended bringing the Resolutions, one for each of the above-referenced projects,
to the Board of Directors for approval to authorize the execution and delivery of a supplemental
indenture of trust for each project.
•
SCPPA’s Authority:
In accordance with the California Joint Exercise of Powers Act and the SCPPA Joint Powers
Agreement, SCPPA is authorized to finance generation and transmission projects, including
amending financing documents as needed for such projects.
FISCAL IMPACT:
There is no fiscal impact for the approval of the supplemental indentures of trust for Milford I, Milford II,
Windy, and Prepaid Gas projects.
ATTACHMENTS:
1. Resolution No. 2026-100 (Milford Wind Corridor Phase I Project)
2. Third Supplemental Indenture of Trust – Milford Wind Corridor Phase I Project
3. Resolution No. 2026-101 (Milford Wind Corridor Phase II Project)
4. Third Supplemental Indenture of Trust – Milford Wind Corridor Phase II Project
5. Resolution No. 2026-102 (Windy Point/Windy Flats Project)
6. Fourth Supplemental Indenture of Trust – Windy Point/Windy Flats Project
7. Resolution No. 2026-103 (Gas Project Revenue Bonds (Project No. 1))
8. Third Supplemental Trust Indenture – Gas Project Revenue Bonds (Project No. 1)
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[Project Vote: LADWP, Burbank and Pasadena]
RESOLUTION NO. 2026-100
RESOLUTION RELATING TO THE MILFORD WIND CORRIDOR
PHASE I PROJECT: (I) AUTHORIZING THE EXECUTION AND
DELIVERY OF A THIRD SUPPLEMENTAL INDENTURE OF TRUST,
AND (II) AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO
ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE
WHEREAS, the Southern California Public Power Authority (“Authority”) is a joint
powers authority and public entity of the State of California duly organized and operating pursuant
to Article 1 of Chapter 5 of Division 7 of Title 1 of the California Government Code; and
WHEREAS, the Authority has heretofore issued its Milford Wind Corridor Phase I Project,
Refunding Revenue Bonds, 2019-1 (the “2019-1 Bonds”), pursuant to the Indenture of Trust, dated
as of January 1, 2010 (the “Original Indenture”), as supplemented and amended (the Original
Indenture as supplemented and amended to date, the “Existing Indenture”), including as
supplemented and amended by the Second Supplemental Indenture of Trust, dated as of October 1,
2019 (the “Second Supplemental Indenture”), each by and between the Authority and U.S. Bank
Trust Company, National Association, as successor trustee (the “Trustee”); and
WHEREAS, the Second Supplemental Indenture requires the delivery of an Accountant’s
Certificate (as defined in the Existing Indenture) for each rebate calculation; and
WHEREAS, the Authority is authorized under the applicable provisions of the Existing
Indenture to enter into a supplemental indenture with the Trustee, without the consent of the
Owners of the 2019-1 Bonds, to make changes that do not adversely affect the interests of the
Owners of the 2019-1 Bonds, subject to satisfaction of applicable conditions thereunder; and
WHEREAS, it is in the best interests of the Authority to amend the Second Supplemental
Indenture pursuant to a Third Supplemental Indenture of Trust between the Authority and the
Trustee (the “Third Supplemental Indenture”), the form of which has been presented to this Board,
in order to remove the requirement to deliver an Accountant’s Certificate; and
WHEREAS, upon consultation with Bond Counsel and Special Tax Counsel, the Authority
has determined that removing the requirement to deliver an Accountant’s Certificate does not
materially adversely affect the rights of the Owners of the 2019-1 Bonds.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Southern
California Public Power Authority as follows:
1.
The form of the Third Supplemental Indenture presented to this Board, in
substantially the form on file with the Assistant Secretary, is hereby approved. Each of the
President, any Vice President, the Executive Director and the Chief Financial and Administrative
Officer of the Authority (each, an “Authorized Officer”) is hereby authorized and directed to
execute and deliver the Third Supplemental Indenture with such additions, deletions or changes as
203203832.2 1000082556
deemed necessary or desirable and as shall be approved by said Authorized Officer, such approval
to be conclusively evidenced by the execution and delivery thereof.
Each of the President, any Vice President, the Secretary, any Assistant Secretary,
the Executive Director, the Chief Financial and Administrative Officer and any other officer of the
Authority is hereby authorized to execute and deliver any and all agreements and to approve any
and all documents and instruments and to do and cause to be done any and all acts and things
deemed necessary or advisable for carrying out the transactions contemplated by this Resolution.
Each reference in this Resolution to the President, any Vice President, the Secretary, any Assistant
Secretary, the Executive Director or the Chief Financial and Administrative Officer shall refer to
the person holding such office or position, as applicable, at the time a given action is taken and
shall not be limited to the person holding such office or position at the time of the adoption of this
Resolution. All actions heretofore taken by the officers, employees and agents of the Authority in
furtherance of the transactions contemplated by this Resolution are hereby approved, ratified and
confirmed.
2.
This Resolution shall become effective immediately.
3.
THE FOREGOING RESOLUTION is approved and adopted by the Authority this 21st day
of October, 2026.
Tikan Singh
VICE PRESIDENT
Southern California Public
Power Authority
ATTEST:
Daniel E Garcia
ASSISTANT SECRETARY
Southern California Public
Power Authority
203203832.2
-2-
THIRD SUPPLEMENTAL INDENTURE OF TRUST
between
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
AS TRUSTEE
Amendments to Second Supplemental Indenture of Trust Related to Milford Wind Corridor
Phase I Project, Refunding Revenue Bonds, 2019-1
Dated as of ______ 1, 2026
203203835.2 1000082556
TABLE OF CONTENTS
Page
ARTICLE I
AUTHORITY AND DEFINITIONS
101.
102.
Authority for this Third Supplemental Indenture ............................................ 2
Definitions........................................................................................................ 2
ARTICLE II
AMENDMENTS TO SECOND SUPPLEMENTAL INDENTURE
201.
Amendments to the Second Supplemental Indenture. ..................................... 2
ARTICLE III
MISCELLANEOUS
301.
302.
203203835.2
Terms of Existing Indenture. ........................................................................... 3
Effective Date of Third Supplemental Indenture. ............................................ 3
-i-
This THIRD SUPPLEMENTAL INDENTURE OF TRUST, dated as of ______ 1, 2026
(this “Third Supplemental Indenture”), by and between SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY (the “Authority”) and U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as successor trustee (the “Trustee”),
W I T N E S S E T H:
WHEREAS, the Authority has entered into an Indenture of Trust, dated as of January 1,
2010 (as supplemented and amended to date, the “Existing Indenture” and, as supplemented and
amended by this Third Supplemental Indenture, the “Indenture”), from the Authority to the Trustee
to provide for the issuance of Bonds; and
WHEREAS, on October 23, 2019, the Authority issued its Milford Wind Corridor Phase I
Project, Refunding Revenue Bonds, 2019-1 (the “2019-1 Bonds”), pursuant to the Second
Supplemental Indenture of Trust, dated as of October 1, 2019 (the “Second Supplemental
Indenture”), in the aggregate principal amount of $111,920,000, in order to finance a portion of
the Cost of Acquisition of the Project; and
WHEREAS, the Second Supplemental Indenture requires the delivery of an Accountant’s
Certificate for each rebate calculation; and
WHEREAS, pursuant to Section 1001(8) of the Existing Indenture, the Authority and the
Trustee may enter into supplemental indentures to amend, modify, or supplement the Indenture in
such manner as does not materially adversely affect the rights of the Owners of the 2019-1 Bonds
and as the Authority deems appropriate; and
WHEREAS, upon consultation with Bond Counsel and Special Tax Counsel, the Authority
has determined that removing the requirement to deliver an Accountant’s Certificate does not
materially adversely affect the rights of the Owners of the 2019-1 Bonds; and
WHEREAS, the Authority has determined that all acts, authorizations, and proceedings
required to constitute this Third Supplemental Indenture as a valid and binding agreement for the
uses and purposes herein set forth have been taken, including but not limited to all acts,
authorizations, and proceedings required by applicable law and by Section 1001 of the Existing
Indenture, including delivery to the Trustee of an Opinion of Counsel to the effect that this Third
Supplemental Indenture has been in all respects duly and lawfully executed in accordance with the
provisions of the Indenture, is authorized or permitted by the Indenture, is valid and binding on
the Authority and enforceable in accordance with its terms, except as described herein, and shall
not adversely affect the validity of the 2019-1 Bonds or the exclusion of interest on the 2019-1
Bonds from the gross income of the Owners thereof for federal income tax purposes;
NOW, THEREFORE, in consideration of the premises set forth herein, the Authority and
the Trustee agree as follows:
203203835.2
1
ARTICLE I
AUTHORITY AND DEFINITIONS
101. Authority for this Third Supplemental Indenture. This Third Supplemental
Indenture is a Supplemental Indenture executed pursuant to the provisions of the Act and in
accordance with Article X of the Existing Indenture.
102. Definitions. Unless the context otherwise requires, all capitalized terms used in
this Third Supplemental Indenture which are not otherwise defined herein shall have the meanings
set forth in the Existing Indenture.
ARTICLE II
AMENDMENTS TO SECOND SUPPLEMENTAL INDENTURE
201. Amendments to the Second Supplemental Indenture. Section 401(11) of the
Second Supplemental Indenture is hereby amended, with deletions indicated by strikethrough and
additions indicated by bold text:
(11)
To Rebate Arbitrage Profits.
(i)
To Deliver Documents. The Authority shall deliver to the Trustee, within
55 days after each Computation Date for the 2019-1 Bonds:
(a)
Statement of Rebate Amount: an Accountant’s Certificate a written
statement of the Authority, stating (1) the Rebate Amount for the 2019-1 Bonds
as of such Computation Date or redemption date, taking into account as
“computation dates” each Computation Date for the 2019-1 Bonds, but only such
Computation Dates and such redemption date, and (2) if such Computation Date is
a Rebate Calculation Date for the 2019-1 Bonds, the minimum portion of such
Rebate Amount which must be remitted to the United States Treasury in respect of
such Rebate Calculation Date to satisfy the requirements of Section 1.148-3(f) of
the Regulations; and
(b)
IRS Forms: if such Computation Date is a Rebate Calculation Date
for the 2019-1 Bonds, an Internal Revenue Service Form 8038-T in respect of the
2019-1 Bonds completed as of such Computation Date or such other form as may
be required to be filed by the Regulations.
(ii)
To Pay Arbitrage Rebate. The Authority shall pay to the United States
Treasury each amount described in clause (11)(i)(a)(2) of this Section and specified in a
written statement of the Authority certificate of an Accountant delivered to the Trustee
pursuant to this subsection (11), within 60 days after the relevant Rebate Calculation Date.
(iii) To Correct Underpayments. If the Authority shall discover or be notified
as of any date that any payment made to the United States Treasury in respect of the 20191 Bonds shall have failed to satisfy any requirement of Section 1.148-3 of the Regulations
203203835.2
2
(whether or not such failure shall be due to any default by the Authority or the Trustee),
the Authority shall (a) deliver to the Trustee a brief written explanation of such failure and
any basis for concluding that such failure was not due to willful neglect and (b) direct the
Trustee to pay to the United States Treasury, within 180 days after such discovery or notice,
the correct Rebate Amount in respect thereof, interest thereon, and any penalty imposed
under Section 1.148-3(h) of the Regulations.
(iv)
To Preserve Accounting Records. The Authority shall retain all of its
accounting records relating to the funds and accounts held hereunder, and all calculations
made in preparing the statements described in clause (11)(i)(a) of this Section, for at least
six years after the date of the final maturity of the 2019-1 Bonds or the first date on which
no 2019-1 Bonds are outstanding.
(v)
Exemption from Rebate. If the Authority shall deliver to the Trustee, on or
before the first Rebate Calculation Date, a written statement of the Authority, accompanied
by an Accountant’s Certificate, stating that all Gross Proceeds of the 2019-1 Bonds were
expended within six months after the issue date of the 2019-1 Bonds, excluding Gross
Proceeds credited to the 2019-1 Debt Service Account, if any, then the provisions of this
subsection (11) shall be suspended until such time, if ever, as such provisions are reinstated
in accordance with this subsection (11)(v). If, more than six months after the issue date for
the 2019-1 Bonds or the date of such written statement, Gross Proceeds of the 2019-1
Bonds (other than amounts credited to the 2019-1 Debt Service Account) exist, the
Authority shall promptly deliver to the Trustee a written statement of the Authority stating
such fact, and the provisions of this subsection (11) shall be reinstated, but only with
respect to such Gross Proceeds.
ARTICLE III
MISCELLANEOUS
301. Terms of Existing Indenture. Except as expressly amended in this Third
Supplemental Indenture, every term and condition contained in the Existing Indenture shall remain
in full force and effect. This Third Supplemental Indenture and all the terms and provisions herein
contained shall form part of the Indenture as fully and with the same effect as if all such terms and
provisions had been set forth in the Existing Indenture.
302. Effective Date of Third Supplemental Indenture.
Indenture shall take effect immediately.
[Signatures Next Page]
203203835.2
3
This Third Supplemental
IN WITNESS WHEREOF, SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY has caused this Third Supplemental Indenture to be signed in its own name and on
its behalf by its President, and, as evidence of its acceptance of the trusts hereby created, U.S.
BANK TRUST COMPANY, NATIONAL ASSOCIATION has caused this Third Supplemental
Indenture to be signed in its name and on its behalf by one of its officers duly authorized, all as of
the date first above written.
SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY
By
President
[SEAL]
ATTEST
Assistant Secretary
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee
By
203203835.2
4
Authorized Representative
[Project Vote: LADWP and Glendale]
RESOLUTION NO. 2026-101
RESOLUTION RELATING TO THE MILFORD WIND CORRIDOR
PHASE II PROJECT: (I) AUTHORIZING THE EXECUTION AND
DELIVERY OF A THIRD SUPPLEMENTAL INDENTURE OF TRUST,
AND (II) AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO
ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE
WHEREAS, the Southern California Public Power Authority (“Authority”) is a joint
powers authority and public entity of the State of California duly organized and operating pursuant
to Article 1 of Chapter 5 of Division 7 of Title 1 of the California Government Code; and
WHEREAS, the Authority has heretofore issued its Milford Wind Corridor Phase II
Project, Refunding Revenue Bonds, 2021-1 (Green Bonds) (the “2021-1 Bonds”), pursuant to the
Indenture of Trust, dated as of August 1, 2011 (the “Original Indenture”), as supplemented and
amended (the Original Indenture as supplemented and amended to date, the “Existing Indenture”),
including as supplemented and amended by the Second Supplemental Indenture of Trust, dated as
of April 1, 2021 (the “Second Supplemental Indenture”), each by and between the Authority and
U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”); and
WHEREAS, the Second Supplemental Indenture requires the delivery of an Accountant’s
Certificate (as defined in the Existing Indenture) for each rebate calculation; and
WHEREAS, the Authority is authorized under the applicable provisions of the Existing
Indenture to enter into a supplemental indenture with the Trustee, without the consent of the
Owners of the 2021-1 Bonds, to make changes that do not adversely affect the interests of the
Owners of the 2021-1 Bonds, subject to satisfaction of applicable conditions thereunder; and
WHEREAS, it is in the best interests of the Authority to amend the Second Supplemental
Indenture pursuant to a Third Supplemental Indenture of Trust between the Authority and the
Trustee (the “Third Supplemental Indenture”), the form of which has been presented to this Board,
in order to remove the requirement to deliver an Accountant’s Certificate; and
WHEREAS, upon consultation with Bond Counsel and Special Tax Counsel, the Authority
has determined that removing the requirement to deliver an Accountant’s Certificate does not
materially adversely affect the rights of the Owners of the 2021-1 Bonds.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Southern
California Public Power Authority as follows:
1.
The form of the Third Supplemental Indenture presented to this Board, in
substantially the form on file with the Assistant Secretary, is hereby approved. Each of the
President, any Vice President, the Executive Director and the Chief Financial and Administrative
Officer of the Authority (each, an “Authorized Officer”) is hereby authorized and directed to
execute and deliver the Third Supplemental Indenture with such additions, deletions or changes as
203203558.3 1000082556
deemed necessary or desirable and as shall be approved by said Authorized Officer, such approval
to be conclusively evidenced by the execution and delivery thereof.
Each of the President, any Vice President, the Secretary, any Assistant Secretary,
the Executive Director, the Chief Financial and Administrative Officer and any other officer of the
Authority is hereby authorized to execute and deliver any and all agreements and to approve any
and all documents and instruments and to do and cause to be done any and all acts and things
deemed necessary or advisable for carrying out the transactions contemplated by this Resolution.
Each reference in this Resolution to the President, any Vice President, the Secretary, any Assistant
Secretary, the Executive Director or the Chief Financial and Administrative Officer shall refer to
the person holding such office or position, as applicable, at the time a given action is taken and
shall not be limited to the person holding such office or position at the time of the adoption of this
Resolution. All actions heretofore taken by the officers, employees and agents of the Authority in
furtherance of the transactions contemplated by this Resolution are hereby approved, ratified and
confirmed.
2.
This Resolution shall become effective immediately.
3.
THE FOREGOING RESOLUTION is approved and adopted by the Authority this 21st day
of October, 2026.
Tikan Singh
VICE PRESIDENT
Southern California Public
Power Authority
ATTEST:
Daniel E Garcia
ASSISTANT SECRETARY
Southern California Public
Power Authority
203203558.3
-2-
THIRD SUPPLEMENTAL INDENTURE OF TRUST
between
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
AS TRUSTEE
Amendments to Second Supplemental Indenture of Trust Related to Milford Wind Corridor
Phase II Project, Refunding Revenue Bonds, 2021-1 (Green Bonds)
Dated as of ______ 1, 2026
203203596.3 1000082556
TABLE OF CONTENTS
Page
ARTICLE I
AUTHORITY AND DEFINITIONS
101.
102.
Authority for this Third Supplemental Indenture ............................................ 2
Definitions........................................................................................................ 2
ARTICLE II
AMENDMENTS TO SECOND SUPPLEMENTAL INDENTURE
201.
Amendments to the Second Supplemental Indenture. ..................................... 2
ARTICLE III
MISCELLANEOUS
301.
302.
203203596.3
Terms of Existing Indenture. ........................................................................... 3
Effective Date of Third Supplemental Indenture. ............................................ 3
-i-
This THIRD SUPPLEMENTAL INDENTURE OF TRUST, dated as of ______ 1, 2026
(this “Third Supplemental Indenture”), by and between SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY (the “Authority”) and U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as successor trustee (the “Trustee”),
W I T N E S S E T H:
WHEREAS, the Authority has entered into an Indenture of Trust, dated as of August 1,
2011 (as supplemented and amended to date, the “Existing Indenture” and, as supplemented and
amended by this Third Supplemental Indenture, the “Indenture”), from the Authority to the Trustee
to provide for the issuance of Bonds; and
WHEREAS, on April 7, 2021, the Authority issued its Milford Wind Corridor Phase II
Project, Refunding Revenue Bonds, 2021-1 (Green Bonds) (the “2021-1 Bonds”), pursuant to the
Second Supplemental Indenture of Trust, dated as of April 1, 2021 (the “Second Supplemental
Indenture”), in the aggregate principal amount of $79,305,000, in order to finance a portion of the
Cost of Acquisition of the Project; and
WHEREAS, the Second Supplemental Indenture requires the delivery of an Accountant’s
Certificate for each rebate calculation; and
WHEREAS, pursuant to Section 1001(8) of the Existing Indenture, the Authority and the
Trustee may enter into supplemental indentures to amend, modify, or supplement the Indenture in
such manner as does not materially adversely affect the rights of the Owners of the 2021-1 Bonds
and as the Authority deems appropriate; and
WHEREAS, upon consultation with Bond Counsel and Special Tax Counsel, the Authority
has determined that removing the requirement to deliver an Accountant’s Certificate does not
materially adversely affect the rights of the Owners of the 2021-Bonds; and
WHEREAS, the Authority has determined that all acts, authorizations, and proceedings
required to constitute this Third Supplemental Indenture as a valid and binding agreement for the
uses and purposes herein set forth have been taken, including but not limited to all acts,
authorizations, and proceedings required by applicable law and by Section 1001 of the Existing
Indenture, including delivery to the Trustee of an Opinion of Counsel to the effect that this Third
Supplemental Indenture has been in all respects duly and lawfully executed in accordance with the
provisions of the Indenture, is authorized or permitted by the Indenture, is valid and binding on
the Authority and enforceable in accordance with its terms, except as described herein, and shall
not adversely affect the validity of the 2021-1 Bonds or the exclusion of interest on the 2021-1
Bonds from the gross income of the Owners thereof for federal income tax purposes;
NOW, THEREFORE, in consideration of the premises set forth herein, the Authority and
the Trustee agree as follows:
203203596.3
1
ARTICLE I
AUTHORITY AND DEFINITIONS
101. Authority for this Third Supplemental Indenture. This Third Supplemental
Indenture is a Supplemental Indenture executed pursuant to the provisions of the Act and in
accordance with Article X of the Existing Indenture.
102. Definitions. Unless the context otherwise requires, all capitalized terms used in
this Third Supplemental Indenture which are not otherwise defined herein shall have the meanings
set forth in the Existing Indenture.
ARTICLE II
AMENDMENTS TO SECOND SUPPLEMENTAL INDENTURE
201. Amendments to the Second Supplemental Indenture. Section 401(11) of the
Second Supplemental Indenture is hereby amended, with deletions indicated by strikethrough and
additions indicated by bold text:
(11)
To Rebate Arbitrage Profits.
(i)
To Deliver Documents. The Authority shall deliver to the Trustee, within
55 days after each Computation Date for the 2021-1 Bonds:
(a)
Statement of Rebate Amount: an Accountant’s Certificate a written
statement of the Authority, stating (1) the Rebate Amount for the 2021-1 Bonds
as of such Computation Date or redemption date, taking into account as
“computation dates” each Computation Date for the 2021-1 Bonds, but only such
Computation Dates and such redemption date, and (2) if such Computation Date is
a Rebate Calculation Date for the 2021-1 Bonds, the minimum portion of such
Rebate Amount which must be remitted to the United States Treasury in respect of
such Rebate Calculation Date to satisfy the requirements of Section 1.148-3(f) of
the Regulations; and
(b)
IRS Forms: if such Computation Date is a Rebate Calculation Date
for the 2021-1 Bonds, an Internal Revenue Service Form 8038-T in respect of the
2021-1 Bonds completed as of such Computation Date or such other form as may
be required to be filed by the Regulations.
(ii)
To Pay Arbitrage Rebate. The Authority shall pay to the United States
Treasury each amount described in clause (11)(i)(a)(2) of this Section and specified in a
written statement of the Authority certificate of an Accountant delivered to the Trustee
pursuant to this subsection (11), within 60 days after the relevant Rebate Calculation Date.
(iii) To Correct Underpayments. If the Authority shall discover or be notified
as of any date that any payment made to the United States Treasury in respect of the 20211 Bonds shall have failed to satisfy any requirement of Section 1.148-3 of the Regulations
203203596.3
2
(whether or not such failure shall be due to any default by the Authority or the Trustee),
the Authority shall (a) deliver to the Trustee a brief written explanation of such failure and
any basis for concluding that such failure was not due to willful neglect and (b) direct the
Trustee to pay to the United States Treasury, within 180 days after such discovery or notice,
the correct Rebate Amount in respect thereof, interest thereon, and any penalty imposed
under Section 1.148-3(h) of the Regulations.
(iv)
To Preserve Accounting Records. The Authority shall retain all of its
accounting records relating to the funds and accounts held hereunder, and all calculations
made in preparing the statements described in clause (11)(i)(a) of this Section, for at least
six years after the date of the final maturity of the 2021-1 Bonds or the first date on which
no 2021-1 Bonds are outstanding.
(v)
Exemption from Rebate. If the Authority shall deliver to the Trustee, on or
before the first Rebate Calculation Date, a written statement of the Authority, accompanied
by an Accountant’s Certificate, stating that all Gross Proceeds of the 2021-1 Bonds were
expended within six months after the issue date of the 2021-1 Bonds, excluding Gross
Proceeds credited to the 2021-1 Debt Service Account, if any, then the provisions of this
subsection (11) shall be suspended until such time, if ever, as such provisions are reinstated
in accordance with this subsection (11)(v). If, more than six months after the issue date for
the 2021-1 Bonds or the date of such written statement, Gross Proceeds of the 2021-1
Bonds (other than amounts credited to the 2021-1 Debt Service Account) exist, the
Authority shall promptly deliver to the Trustee a written statement of the Authority stating
such fact, and the provisions of this subsection (11) shall be reinstated, but only with
respect to such Gross Proceeds.
ARTICLE III
MISCELLANEOUS
301. Terms of Existing Indenture. Except as expressly amended in this Third
Supplemental Indenture, every term and condition contained in the Existing Indenture shall remain
in full force and effect. This Third Supplemental Indenture and all the terms and provisions herein
contained shall form part of the Indenture as fully and with the same effect as if all such terms and
provisions had been set forth in the Existing Indenture.
302. Effective Date of Third Supplemental Indenture.
Indenture shall take effect immediately.
[Signatures Next Page]
203203596.3
3
This Third Supplemental
IN WITNESS WHEREOF, SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY has caused this Third Supplemental Indenture to be signed in its own name and on
its behalf by its President, and, as evidence of its acceptance of the trusts hereby created, U.S.
BANK TRUST COMPANY, NATIONAL ASSOCIATION has caused this Third Supplemental
Indenture to be signed in its name and on its behalf by one of its officers duly authorized, all as of
the date first above written.
SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY
By
President
[SEAL]
ATTEST
Assistant Secretary
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee
By
203203596.3
4
Authorized Representative
[Project Vote: Glendale and LADWP]
RESOLUTION NO. 2026-102
RESOLUTION RELATING TO THE WINDY POINT/WINDY FLATS
PROJECT: (I) AUTHORIZING THE EXECUTION AND DELIVERY OF A
FOURTH SUPPLEMENTAL INDENTURE OF TRUST, AND (II)
AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO ALL
OTHER THINGS DEEMED NECESSARY OR ADVISABLE
WHEREAS, the Southern California Public Power Authority (“Authority”) is a joint
powers authority and public entity of the State of California duly organized and operating pursuant
to Article 1 of Chapter 5 of Division 7 of Title 1 of the California Government Code; and
WHEREAS, the Authority has heretofore issued its Windy Point/Windy Flats Project,
Refunding Revenue Bonds, 2023-1 (Green Bonds) (the “2023-1 Bonds”), pursuant to the Indenture
of Trust, dated as of June 1, 2010 (the “Original Indenture”), as supplemented and amended (the
Original Indenture as supplemented and amended to date, the “Existing Indenture”), including as
supplemented and amended by the Third Supplemental Indenture of Trust, dated as of
November 1, 2023 (the “Third Supplemental Indenture”), each by and between the Authority and
U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”); and
WHEREAS, the Third Supplemental Indenture requires the delivery of an Accountant’s
Certificate (as defined in the Existing Indenture) for each rebate calculation; and
WHEREAS, the Authority is authorized under the applicable provisions of the Existing
Indenture to enter into a supplemental indenture with the Trustee, without the consent of the
Owners of the Bonds, to make changes that do not adversely affect the interests of the Owners of
the Bonds, subject to satisfaction of applicable conditions thereunder; and
WHEREAS, it is in the best interests of the Authority to amend the Third Supplemental
Indenture pursuant to a Fourth Supplemental Indenture of Trust between the Authority and the
Trustee (the “Fourth Supplemental Indenture”), the form of which has been presented to this
Board, in order to remove the requirement to deliver an Accountant’s Certificate; and
WHEREAS, upon consultation with Bond Counsel and Special Tax Counsel, the Authority
has determined that removing the requirement to deliver an Accountant’s Certificate does not
materially adversely affect the rights of the Owners of the 2023-1 Bonds.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Southern
California Public Power Authority as follows:
1.
The form of the Fourth Supplemental Indenture presented to this Board, in
substantially the form on file with the Assistant Secretary, is hereby approved. Each of the
President, any Vice President, the Executive Director and the Chief Financial and Administrative
Officer of the Authority (each, an “Authorized Officer”) is hereby authorized and directed to
execute and deliver the Fourth Supplemental Indenture with such additions, deletions or changes
203203879.2 1000082556
as deemed necessary or desirable and as shall be approved by said Authorized Officer, such
approval to be conclusively evidenced by the execution and delivery thereof.
Each of the President, any Vice President, the Secretary, any Assistant Secretary,
the Executive Director, the Chief Financial and Administrative Officer and any other officer of the
Authority is hereby authorized to execute and deliver any and all agreements and to approve any
and all documents and instruments and to do and cause to be done any and all acts and things
deemed necessary or advisable for carrying out the transactions contemplated by this Resolution.
Each reference in this Resolution to the President, any Vice President, the Secretary, any Assistant
Secretary, the Executive Director or the Chief Financial and Administrative Officer shall refer to
the person holding such office or position, as applicable, at the time a given action is taken and
shall not be limited to the person holding such office or position at the time of the adoption of this
Resolution. All actions heretofore taken by the officers, employees and agents of the Authority in
furtherance of the transactions contemplated by this Resolution are hereby approved, ratified and
confirmed.
2.
This Resolution shall become effective immediately.
3.
THE FOREGOING RESOLUTION is approved and adopted by the Authority this 21st day
of October, 2026.
Tikan Singh
VICE PRESIDENT
Southern California Public
Power Authority
ATTEST:
Daniel E Garcia
ASSISTANT SECRETARY
Southern California Public
Power Authority
203203879.2
-2-
FOURTH SUPPLEMENTAL INDENTURE OF TRUST
between
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
AS TRUSTEE
Amendments to Third Supplemental Indenture of Trust Related to
Windy Point/Windy Flats Project, Refunding Revenue Bonds, 2023-1 (Green Bonds)
Dated as of ______ 1, 2026
203203880.2 1000082556
TABLE OF CONTENTS
Page
ARTICLE I AUTHORITY AND DEFINITIONS
101.
102.
Authority for this Fourth Supplemental Indenture........................................... 2
Definitions........................................................................................................ 2
ARTICLE II AMENDMENTS TO THIRD SUPPLEMENTAL INDENTURE
201.
Amendments to the Third Supplemental Indenture. ........................................ 2
ARTICLE III MISCELLANEOUS
301.
302.
203203880.2
Terms of Existing Indenture. ........................................................................... 3
Effective Date of Fourth Supplemental Indenture. .......................................... 3
-i-
This FOURTH SUPPLEMENTAL INDENTURE OF TRUST, dated as of ______ 1, 2026
(this “Fourth Supplemental Indenture”), by and between SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY (the “Authority”) and U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as successor trustee (the “Trustee”),
W I T N E S S E T H:
WHEREAS, the Authority has entered into an Indenture of Trust, dated as of June 1, 2010
(as supplemented and amended to date, the “Existing Indenture” and, as supplemented and
amended by this Fourth Supplemental Indenture, the “Indenture”), from the Authority to the
Trustee to provide for the issuance of Bonds; and
WHEREAS, on November 14, 2023, the Authority issued its Windy Point/Windy Flats
Project, Refunding Revenue Bonds, 2023-1 (Green Bonds) (the “2023-1 Bonds”), pursuant to the
Third Supplemental Indenture of Trust, dated as of November 1, 2023 (the “Third Supplemental
Indenture”), in the aggregate principal amount of $161,845,000, in order to finance a portion of
the Cost of Acquisition of the Project; and
WHEREAS, the Third Supplemental Indenture requires the delivery of an Accountant’s
Certificate for each rebate calculation; and
WHEREAS, pursuant to Section 1001(8) of the Existing Indenture, the Authority and the
Trustee may enter into supplemental indentures to amend, modify, or supplement the Indenture in
such manner as does not materially adversely affect the rights of the Owners of the 2023-1 Bonds
and as the Authority deems appropriate; and
WHEREAS, upon consultation with Bond Counsel and Special Tax Counsel, the Authority
has determined that removing the requirement to deliver an Accountant’s Certificate does not
materially adversely affect the rights of the Owners of the 2023-1 Bonds; and
WHEREAS, the Authority has determined that all acts, authorizations, and proceedings
required to constitute this Third Supplemental Indenture as a valid and binding agreement for the
uses and purposes herein set forth have been taken, including but not limited to all acts,
authorizations, and proceedings required by applicable law and by Section 1001 of the Existing
Indenture, including delivery to the Trustee of an Opinion of Counsel to the effect that this Third
Supplemental Indenture has been in all respects duly and lawfully executed in accordance with the
provisions of the Indenture, is authorized or permitted by the Indenture, is valid and binding on
the Authority and enforceable in accordance with its terms, except as described herein, and shall
not adversely affect the validity of the 2023-1 Bonds or the exclusion of interest on the 2023-1
Bonds from the gross income of the Owners thereof for federal income tax purposes;
NOW, THEREFORE, in consideration of the premises set forth herein, the Authority and
the Trustee agree as follows:
203203880.2
1
ARTICLE I
AUTHORITY AND DEFINITIONS
101. Authority for this Fourth Supplemental Indenture. This Fourth Supplemental
Indenture is a Supplemental Indenture executed pursuant to the provisions of the Act and in
accordance with Article X of the Existing Indenture.
102. Definitions. Unless the context otherwise requires, all capitalized terms used in
this Fourth Supplemental Indenture which are not otherwise defined herein shall have the
meanings set forth in the Existing Indenture.
ARTICLE II
AMENDMENTS TO THIRD SUPPLEMENTAL INDENTURE
201. Amendments to the Third Supplemental Indenture. Section 401(11) of the Third
Supplemental Indenture is hereby amended, with deletions indicated by strikethrough and
additions indicated by bold text:
(11)
To Rebate Arbitrage Profits.
(i)
To Deliver Documents. The Authority shall deliver to the Trustee, within
55 days after each Computation Date for the 2023-1 Bonds:
(a)
Statement of Rebate Amount: an Accountant’s Certificate a written
statement of the Authority, stating (1) the Rebate Amount for the 2023-1 Bonds
as of such Computation Date or redemption date, taking into account as
“computation dates” each Computation Date for the 2023-1 Bonds, but only such
Computation Dates and such redemption date, and (2) if such Computation Date is
a Rebate Calculation Date for the 2023-1 Bonds, the minimum portion of such
Rebate Amount which must be remitted to the United States Treasury in respect of
such Rebate Calculation Date to satisfy the requirements of Section 1.148-3(f) of
the Regulations; and
(b)
IRS Forms: if such Computation Date is a Rebate Calculation Date
for the 2023-1 Bonds, an Internal Revenue Service Form 8038-T in respect of the
2023-1 Bonds completed as of such Computation Date or such other form as may
be required to be filed by the Regulations.
(ii)
To Pay Arbitrage Rebate. The Authority shall pay to the United States
Treasury each amount described in clause (11)(i)(a)(2) of this Section and specified in a
written statement of the Authority certificate of an Accountant delivered to the Trustee
pursuant to this subsection (11), within 60 days after the relevant Rebate Calculation Date.
(iii)
To Correct Underpayments. If the Authority shall discover or be notified
as of any date that any payment made to the United States Treasury in respect of the 2023-1
Bonds shall have failed to satisfy any requirement of Section 1.148-3 of the Regulations
203203880.2
2
(whether or not such failure shall be due to any default by the Authority or the Trustee),
the Authority shall (a) deliver to the Trustee a brief written explanation of such failure and
any basis for concluding that such failure was not due to willful neglect and (b) direct the
Trustee to pay to the United States Treasury, within 180 days after such discovery or notice,
the correct Rebate Amount in respect thereof, interest thereon, and any penalty imposed
under Section 1.148-3(h) of the Regulations.
(iv)
To Preserve Accounting Records. The Authority shall retain all of its
accounting records relating to the funds and accounts held hereunder, and all calculations
made in preparing the statements described in clause (11)(i)(a) of this Section, for at least
six years after the date of the final maturity of the 2023-1 Bonds or the first date on which
no 2023-1 Bonds are outstanding.
(v)
Exemption from Rebate. If the Authority shall deliver to the Trustee, on or
before the first Rebate Calculation Date, a written statement of the Authority, accompanied
by an Accountant’s Certificate, stating that all Gross Proceeds of the 2023-1 Bonds were
expended within six months after the issue date of the 2023-1 Bonds, excluding Gross
Proceeds credited to the 2023-1 Debt Service Account, if any, then the provisions of this
subsection (11) shall be suspended until such time, if ever, as such provisions are reinstated
in accordance with this subsection (11)(v). If, more than six months after the issue date for
the 2023-1 Bonds or the date of such written statement, Gross Proceeds of the 2023-1
Bonds (other than amounts credited to the 2023-1 Debt Service Account) exist, the
Authority shall promptly deliver to the Trustee a written statement of the Authority stating
such fact, and the provisions of this subsection (11) shall be reinstated, but only with
respect to such Gross Proceeds.
ARTICLE III
MISCELLANEOUS
301. Terms of Existing Indenture. Except as expressly amended in this Fourth
Supplemental Indenture, every term and condition contained in the Existing Indenture shall remain
in full force and effect. This Fourth Supplemental Indenture and all the terms and provisions
herein contained shall form part of the Indenture as fully and with the same effect as if all such
terms and provisions had been set forth in the Existing Indenture.
302. Effective Date of Fourth Supplemental Indenture. This Fourth Supplemental
Indenture shall take effect immediately.
[Signatures Next Page]
203203880.2
3
IN WITNESS WHEREOF, SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY has caused this Fourth Supplemental Indenture to be signed in its own name and
on its behalf by its President, and, as evidence of its acceptance of the trusts hereby created, U.S.
BANK TRUST COMPANY, NATIONAL ASSOCIATION has caused this Fourth Supplemental
Indenture to be signed in its name and on its behalf by one of its officers duly authorized, all as of
the date first above written.
SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY
By
President
[SEAL]
ATTEST
Assistant Secretary
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee
By
Authorized Representative
203203880.2
4
[Project Vote: Anaheim, Burbank,
Colton, Glendale and Pasadena]
RESOLUTION NO. 2026-103
RESOLUTION RELATING TO THE GAS PROJECT REVENUE BONDS
(PROJECT NO. 1) SERIES 2007A AND SERIES 2007B: (I) AUTHORIZING
THE EXECUTION AND DELIVERY OF A THIRD SUPPLEMENTAL
TRUST INDENTURE, AND (II) AUTHORIZING THE OFFICERS OF THE
AUTHORITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR
ADVISABLE
WHEREAS, the Southern California Public Power Authority (“Authority”) is a joint
powers authority and public entity of the State of California duly organized and operating pursuant
to Article 1 of Chapter 5 of Division 7 of Title 1 of the California Government Code; and
WHEREAS, the Authority has heretofore issued its Gas Project Revenue Bonds (Project
No. 1), Series 2007A and its Gas Project Revenue Bonds (Project No. 1), Series 2007B (together,
the “2007 Bonds”), pursuant to the Trust Indenture, dated as of October 1, 2007, as amended and
restated by the Amended and Restated Trust Indenture, dated as of September 19, 2013 (the “Trust
Indenture”), as supplemented and amended (the Trust Indenture as supplemented and amended to
date, the “Existing Indenture”), each by and between the Authority and U.S. Bank Trust Company,
National Association, as successor trustee (the “Trustee”); and
WHEREAS, the Trust Indenture requires the delivery of a statement signed by an
Accountant for each rebate calculation; and
WHEREAS, the Authority is authorized under the applicable provisions of the Existing
Indenture to enter into a supplemental indenture with the Trustee, without the consent of the
Owners of the 2007 Bonds, to make changes that do not adversely affect the interests of the Owners
of the 2007 Bonds, subject to satisfaction of applicable conditions thereunder; and
WHEREAS, it is in the best interests of the Authority to amend the Trust Indenture
pursuant to a Third Supplemental Indenture of Trust between the Authority and the Trustee (the
“Third Supplemental Indenture”), the form of which has been presented to this Board, in order to
remove the requirement to deliver a statement signed by an Accountant; and
WHEREAS, upon consultation with Bond Counsel and Special Tax Counsel, the Authority
has determined that removing the requirement to deliver a statement signed by an Accountant does
not materially adversely affect the rights of the Owners of the 2007 Bonds.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Southern
California Public Power Authority as follows:
The form of the Third Supplemental Indenture presented to this Board, in
substantially the form on file with the Assistant Secretary, is hereby approved. Each of the
President, any Vice President, the Executive Director and the Chief Financial and Administrative
Officer of the Authority (each, an “Authorized Officer”) is hereby authorized and directed to
1.
203203849.3 1000082556
execute and deliver the Third Supplemental Indenture with such additions, deletions or changes as
deemed necessary or desirable and as shall be approved by said Authorized Officer, such approval
to be conclusively evidenced by the execution and delivery thereof.
2.
Each of the President, any Vice President, the Secretary, any Assistant Secretary,
the Executive Director, the Chief Financial and Administrative Officer and any other officer of the
Authority is hereby authorized to execute and deliver any and all agreements and to approve any
and all documents and instruments and to do and cause to be done any and all acts and things
deemed necessary or advisable for carrying out the transactions contemplated by this Resolution.
Each reference in this Resolution to the President, any Vice President, the Secretary, any Assistant
Secretary, the Executive Director or the Chief Financial and Administrative Officer shall refer to
the person holding such office or position, as applicable, at the time a given action is taken and
shall not be limited to the person holding such office or position at the time of the adoption of this
Resolution. All actions heretofore taken by the officers, employees and agents of the Authority in
furtherance of the transactions contemplated by this Resolution are hereby approved, ratified and
confirmed.
This Resolution shall become effective immediately.
3.
THE FOREGOING RESOLUTION is approved and adopted by the Authority this 21st day
of October, 2026.
Tikan Singh
VICE PRESIDENT
Southern California Public
Power Authority
ATTEST:
Daniel E Garcia
ASSISTANT SECRETARY
Southern California Public
Power Authority
203203849.3
-2-
THIRD SUPPLEMENTAL TRUST INDENTURE
between
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
AS TRUSTEE
Amendments to Amended and Restated Trust Indenture Related to Gas Project Revenue Bonds
(Project No. 1), Series 2007A and Series 2007B
Dated as of ______ 1, 2026
203203855.3 1000082556
TABLE OF CONTENTS
Page
ARTICLE XV
AMENDMENTS TO EXISTING INDENTURE
Section 1. Authority for this Third Supplemental Indenture ............................................ 2
Section 2. Definitions........................................................................................................ 2
Section 3. Amendments to the Existing Indenture............................................................ 2
Section 4. Terms of Existing Indenture. ........................................................................... 3
Section 5. Effective Date of Third Supplemental Indenture. ............................................ 3
203203855.3
-i-
This THIRD SUPPLEMENTAL TRUST INDENTURE, dated as of ______ 1, 2026 (this
“Third Supplemental Indenture”), by and between SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY (the “SCPPA”) and U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as successor trustee (the “Trustee”),
W I T N E S S E T H:
WHEREAS, SCPPA has entered into a Trust Indenture, dated as of October 1, 2007, as
amended and restated by the Amended and Restated Trust Indenture, dated as of September 19,
2013 (the “Trust Indenture”), as supplemented and amended by the First Supplemental Trust
Indenture, dated as of October 1, 2009 (the “First Supplemental Indenture”), and the Second
Supplemental Trust Indenture, dated as of June 1, 2023 (the “Second Supplemental Indenture”
and, together with the Trust Indenture and the First Supplemental Indenture, the “Existing
Indenture”), each by and between SCPPA and U.S. Bank Trust Company, National Association,
as successor trustee (the “Trustee”) to provide for the issuance of Bonds; and
WHEREAS, on October 11, 2007, SCPPA issued its Gas Project Revenue Bonds (Project
No. 1), Series 2007A and its Gas Project Revenue Bonds (Project No. 1), Series 2007B (together,
the “2007 Bonds”), pursuant to the Existing Indenture, in order to finance a portion of the Cost of
Acquisition of the Gas Project; and
WHEREAS, the Existing Indenture requires the delivery of a statement signed by an
Accountant for each rebate calculation; and
WHEREAS, pursuant to Section 10.01(c) of the Existing Indenture, SCPPA and the
Trustee may enter into supplemental indentures without the consent of any Bondholders to make
any modification or amendment of the Indenture which the Trustee shall in its sole discretion
determine will not have an adverse effect on the Bondholders, subject to satisfaction of the
applicable conditions set forth therein, including that the Rating Agencies shall be provided written
notice of any such modification or amendment not less than seven (7) days prior to the
effectiveness thereof; and
WHEREAS, the Trustee has determined, in its sole discretion, that replacing the
requirement to deliver a statement signed by an Accountant with a Written Statement of SCPPA
will not have an adverse effect on the Bondholders, and all applicable conditions under Section
10.01(c) of the Existing Indenture have been satisfied, including that the Rating Agencies have
been provided written notice of such modification not less than seven (7) days prior to the
effectiveness thereof; and
WHEREAS, SCPPA has determined that all acts, authorizations, and proceedings required
to constitute this Third Supplemental Indenture as a valid and binding agreement for the uses and
purposes herein set forth have been taken, including but not limited to all acts, authorizations, and
proceedings required by applicable law and by Section 10.01 of the Existing Indenture, including
delivery to the Trustee of an Opinion of Counsel to the effect that this Third Supplemental
Indenture has been in all respects duly and lawfully executed in accordance with the provisions of
the Indenture, is authorized or permitted by the Indenture, is valid and binding on SCPPA and
enforceable in accordance with its terms, except as described herein, and shall not adversely affect
203203855.3
1
the validity of the 2007 Bonds or the exclusion of interest on the 2007 Bonds from the gross income
of the Owners thereof for federal income tax purposes;
NOW, THEREFORE, in consideration of the premises set forth herein, SCPPA and the
Trustee agree as follows:
ARTICLE XV
AMENDMENTS TO EXISTING INDENTURE
SECTION 1. Authority for this Third Supplemental Indenture. This Third Supplemental
Indenture is a Supplemental Indenture executed pursuant to the provisions of the Act and in
accordance with Article X of the Existing Indenture.
SECTION 2. Definitions. Unless the context otherwise requires, all capitalized terms
used in this Third Supplemental Indenture which are not otherwise defined herein shall have the
meanings set forth in the Existing Indenture.
SECTION 3. Amendments to the Existing Indenture. Section 7.15(j) of the Amended and
Restated Indenture is hereby amended, with deletions indicated by strikethrough and additions
indicated by bold text:
(j)
To Rebate Arbitrage Profits.
(1)
To Deliver Documents. SCPPA shall deliver to the Trustee, within 55 days
after each Computation Date for the Bonds of each issue:
(a)
Statement of Rebate Amount: a statement, signed by an Accountant
a Written Statement of SCPPA, stating (i) the Rebate Amount for the Bonds of
such issue as of such Computation Date or redemption date, taking into account as
“computation dates” each Computation Date for the Bonds of such issue, but only
such Computation Dates and such redemption date, and (ii) if such Computation
Date is a Rebate Calculation Date for the Bonds of such issue, the minimum portion
of such Rebate Amount which must be remitted to the United States Treasury in
respect of such Rebate Calculation Date to satisfy the requirements of
Section 1.148-3(f) of the Regulations; and
(b)
IRS Forms: if such Computation Date is a Rebate Calculation Date
for the Bonds of any issue, an Internal Revenue Service Form 8038-T in respect of
the Bonds of such issue completed as of such Computation Date or such other form
as may be required to be filed by the Regulations.
(2)
To Pay Arbitrage Rebate. SCPPA shall pay to the United States Treasury
each amount described in clause (j)(1)(a)(ii) of this Section and specified in a Written
Statement of SCPPA certificate of an Accountant delivered to the Trustee pursuant to this
subsection (j), within 60 days after the relevant Rebate Calculation Date.
203203855.3
2
(3)
To Correct Underpayments. If SCPPA shall discover or be notified as of
any date that any payment made to the United States Treasury in respect of the Bonds of
any issue shall have failed to satisfy any requirement of Section 1.148-3 of the Regulations
(whether or not such failure shall be due to any default by SCPPA or the Trustee), SCPPA
shall (a) deliver to the Trustee a brief written explanation of such failure and any basis for
concluding that such failure was not due to willful neglect and (b) direct the Trustee to pay
to the United States Treasury, within 180 days after such discovery or notice, the correct
Rebate Amount in respect thereof, interest thereon, and any penalty imposed under Section
1.148-3(h) of the Regulations.
(4)
To Preserve Accounting Records. SCPPA shall retain all of its accounting
records relating to the funds and accounts held hereunder, and all calculations made in
preparing the statements described in clause (j)(1)(a) of this Section, for at least six years
after the date of the final maturity of the Bonds of the applicable issue or the first date on
which no Bonds of such issue are outstanding.
(5)
Exemption from Rebate. If SCPPA shall deliver to the Trustee, on or before
the first Rebate Calculation Date, a Written Statement of SCPPA, signed by an Accountant,
stating that all Gross Proceeds of the Bonds were expended within six months after the
issue date of the Bonds, excluding Gross Proceeds credited to the Debt Service Account,
if any, then the provisions of this subsection (j) shall be suspended until such time, if ever,
as such provisions are reinstated in accordance with subsection (j)(5). If, more than six
months after the issue date for the Bonds or the date of such Written Statement, Gross
Proceeds of the Bonds (other than amounts credited to the Debt Service Account) exist,
SCPPA shall promptly deliver to the Trustee a Written Statement of SCPPA stating such
fact, and the provisions of this subsection (j) shall be reinstated, but only with respect to
such Gross Proceeds.
SECTION 4. Terms of Existing Indenture. Except as expressly amended in this Third
Supplemental Indenture, every term and condition contained in the Existing Indenture shall remain
in full force and effect. This Third Supplemental Indenture and all the terms and provisions herein
contained shall form part of the Indenture as fully and with the same effect as if all such terms and
provisions had been set forth in the Existing Indenture.
SECTION 5. Effective Date of Third Supplemental Indenture. This Third Supplemental
Indenture shall take effect immediately.
[Signatures Next Page]
203203855.3
3
IN WITNESS WHEREOF, SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY has caused this Third Supplemental Indenture to be signed in its own name and on
its behalf by its President, and, as evidence of its acceptance of the trusts hereby created, U.S.
BANK TRUST COMPANY, NATIONAL ASSOCIATION has caused this Third Supplemental
Indenture to be signed in its name and on its behalf by one of its officers duly authorized, all as of
the date first above written.
SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY
By
President
[SEAL]
ATTEST
Assistant Secretary
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee
By
Authorized Representative
203203855.3
4
Docusign Envelope ID: 5C1A1582-098F-8231-815C-F0D3074D5880
AGENDA ITEM STAFF REPORT
MEETING DATE:
SUBJECT:
October 21, 2026
RESOLUTION NUMBER:
2026-104
Clean Energy II Project: First Amendment to Master Power Supply Agreement
between SCPPA and Aron Energy Prepay 51 LLC, First Amendment to Clean
Energy Purchase Contract between SCPPA and the City of Burbank, and a Limited
Assignment Agreement (Don Campbell-Burbank) among ORNI 47 LLC, and J.
Aron & Company LLC and SCPPA
DISCUSSION:
☒
OR
CONSENT:
☐
Select the appropriate box(es):
FROM:
Finance
Project Development
Program Development
Regulatory/Legislative
Project Administration
Legal
Executive Director
METHOD OF SELECTION:
☒
☐
☐
☐
☐
☐
☐
Competitive
Cooperative Purchase
Sole Source
Other
☐
☐
☐
☒
Other (Please describe):
N/A
MEMBER PARTICIPATION:
Sponsoring Member: Burbank, Colton, Pasadena, and Vernon
Other Members Potentially Participating: None
Approved by Executive Director: ___________________________________
RECOMMENDATION:
Adopt a Resolution authorizing the execution and delivery of a First Amendment to a Master Power
Supply Agreement between SCPPA and Aron Energy Prepay 51 LLC, a First Amendment to Clean
Energy Purchase Contract between SCPPA and City of Burbank, and a Limited Assignment Agreement
AGENDA STAFF REPORT TEMPLATE
Page 1 of 3
v.3/8/2023
Docusign Envelope ID: 5C1A1582-098F-8231-815C-F0D3074D5880
(Don Campbell-Burbank) with ORNI 47 LLC, J. Aron & Company LLC and SCPPA relating to the Clean
Energy II Project to exclude Portfolio Energy Credits (PECs) from the prepayment structure.
BACKGROUND:
On June 11, 2026, SCPPA issued $808,720,000 of Clean Energy II Project Revenue Bonds, 2026
Series A. The proceeds of the bonds were used to prepay for the supply of energy under existing power
purchase agreements (PPAs) to be delivered over approximately 30 years under a Master Power
Supply Agreement between SCPPA and Aron Energy Prepay 51 LLC. SCPPA also entered into a
Clean Energy Purchase Contract with each of the SCPPA Member participants to sell all the electricity
acquired under the Master Power Supply Agreement.
The SCPPA Member participants of the Clean Energy II Project are the cities of Burbank, Colton,
Pasadena, and Vernon.
A number of existing SCPPA PPAs and SCPPA Member participant PPAs have been assigned into the
prepayment structure on a limited basis for the portion in which the SCPPA Member participants have
an interest. Among the SCPPA PPAs assigned into the prepayment structure is Burbank’s 15.38%
interest in the Don A. Campbell I Geothermal Project (Don Campbell I).
In general, the PPA products that are assigned into the prepayment structure are delivered energy and
the associated environmental attributes of the delivered energy. The assignment is done by way of an
executed Limited Assignment Agreement (LAA) among SCPPA, the PPA Seller and J. Aron &
Company LLC.
DISCUSSION:
Don Campbell I is a geothermal project located in the State of Nevada. The PPA for Don Campbell I
includes the purchase by SCPPA of all delivered energy and environmental attributes generated from
the project. An environmental attribute that is generated from Don Campbell I is the Nevada renewable
Portfolio Energy Credits (“PECs”). Renewable Portfolio Standard (“RPS”) rules in Nevada vary from
those of California by allowing for the creation of renewable PECs from station service or parasitic load.
As these PECs originate from station service energy, they are not eligible for California RPS compliance
use by any SCPPA member. However, for the benefit of the participating SCPPA Members of Don
Campbell I, SCPPA can monetize the PECs for the eventual use by Nevada load serving entities for
their Nevada RPS compliance.
To provide SCPPA the ability to monetize the PECs, they would need to be excluded from the
prepayment structure. The LAA for Burbank’s interest in Don Campbell I will therefore exclude the
PECs from the assignment and reduce the purchase price of assigned product accordingly.
Additionally, Burbank’s Clean Energy Purchase Contract and the Master Power Supply Agreement
between SCPPA and Aron Energy Prepay 51 LLC will need to be amended to specifically exclude
PECs from the sold product, reduce its purchase price, and proportionately increase the quantity of
energy prepaid on behalf of the City of Burbank as well as to obligate it to continue to pay for PECs
under the Don Campbell I Power Sales Agreement between SCPPA and Burbank.
AGENDA STAFF REPORT TEMPLATE
Page 2 of 3
v.3/8/2023
Docusign Envelope ID: 5C1A1582-098F-8231-815C-F0D3074D5880
SCPPA’s Authority:
In accordance with the California Joint Exercise of Powers Act and the SCPPA Joint Powers
Agreement, SCPPA is authorized to finance generation and transmission projects, including
amending financing documents as needed for such projects.
FISCAL IMPACT:
The amended agreements will provide SCPPA the ability to monetize the PECs in the future for the
benefit of the City of Burbank as a participating SCPPA Member of Don Campbell I, at prices that will
be determined by the market.
ATTACHMENTS:
1. Resolution No. 2026-104
2. First Amendment to Master Power Supply Agreement with Aron Energy Prepay 51 LLC
3. First Amendment to Clean Energy Purchase Contract with City of Burbank
4. Limited Assignment Agreement (Don Campbell-Burbank)
AGENDA STAFF REPORT TEMPLATE
Page 3 of 3
v.3/8/2023
[Project Vote: Burbank, Colton, Pasadena and Vernon]
RESOLUTION NO. 2026-104
RESOLUTION RELATING TO THE CLEAN ENERGY II PROJECT: (I)
AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST
AMENDMENT TO MASTER POWER SUPPLY AGREEMENT, A FIRST
AMENDMENT TO CLEAN ENERGY PURCHASE CONTRACT, AND A
LIMITED ASSIGNMENT AGREEMENT (DON CAMPBELL–BURBANK),
AND (II) AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO
ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE
WHEREAS, the Southern California Public Power Authority (“Authority”) is a joint
powers authority and public entity of the State of California duly organized and operating pursuant
to Article 1 of Chapter 5 of Division 7 of Title 1 of the California Government Code; and
WHEREAS, the Authority has heretofore issued its Clean Energy II Project Revenue
Bonds, Series 2026A (Green Bonds) (the “Bonds”), pursuant to a Trust Indenture, dated as of June
1, 2026 (the “Indenture”), between the Authority and U.S. Bank Trust Company, National
Association, as trustee (the “Trustee”), in order to finance the Cost of Acquisition of the Clean
Energy II Project (as such capitalized terms are defined in the Indenture); and
WHEREAS, in connection with the Clean Energy II Project, the Authority and Aron
Energy Prepay 51 LLC, a Delaware limited liability company (“Prepay LLC”), are parties to that
certain Master Power Supply Agreement, dated as of May 26, 2026 (the “Master Power Supply
Agreement”); and
WHEREAS, the Authority and the City of Burbank, a California municipal corporation,
acting through its Burbank Water and Power Department (“Burbank”), are parties to that certain
Clean Energy Purchase Contract, dated as of May 26, 2026 (the “Clean Energy Purchase
Contract”); and
WHEREAS, the Authority previously approved the form of a Limited Assignment
Agreement (Don Campbell—Burbank) (the “Limited Assignment Agreement”) among ORNI 47
LLC, a Delaware limited liability company, the Authority, and J. Aron & Company LLC, a New
York limited liability company (“J. Aron”), relating to a Power Purchase Agreement dated
December 31, 2012 between the Authority and ORNI 47 LLC (the “PPA”), which Limited
Assignment Agreement is to be executed and delivered following the issuance of the Bonds; and
WHEREAS, the Authority and Burbank desire to amend the Clean Energy Purchase
Contract, and the Authority and Prepay LLC desire to amend the Master Power Supply Agreement,
and to revise the form of the Limited Assignment Agreement previously approved, in order to
enable the Authority and Burbank to realize income from the sale of Portfolio Energy Credits (as
defined in Nev. Admin. Code § 704.8908) for Facility Energy (as defined in the PPA) used for
parasitic load (“PECs”); and
WHEREAS, it is in the best interests of the Authority to approve (i) a First Amendment to
Master Power Supply Agreement, (ii) a First Amendment to Clean Energy Purchase Contract, and
308170098.3 1001329456
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(iii) the revised form of the Limited Assignment Agreement, the forms of each of which have been
presented to this Board, in order to effect the amendments described above;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Southern
California Public Power Authority as follows:
1.
The form of the First Amendment to Master Power Supply Agreement between
Prepay LLC and the Authority, presented to this Board, in substantially the form on file with the
Assistant Secretary, is hereby approved. Each of the President, any Vice President, the Executive
Director and the Chief Financial and Administrative Officer of the Authority (each, an “Authorized
Officer”) is hereby authorized and directed to execute and deliver the First Amendment to Master
Power Supply Agreement with such additions, deletions or changes as deemed necessary or
desirable and as shall be approved by said Authorized Officer, such approval to be conclusively
evidenced by the execution and delivery thereof.
2.
The form of the First Amendment to Clean Energy Purchase Contract between the
Authority and Burbank, presented to this Board, in substantially the form on file with the Assistant
Secretary, is hereby approved. Each Authorized Officer is hereby authorized and directed to
execute and deliver the First Amendment to Clean Energy Purchase Contract with such additions,
deletions or changes as deemed necessary or desirable and as shall be approved by said Authorized
Officer, such approval to be conclusively evidenced by the execution and delivery thereof.
3.
The revised form of the Limited Assignment Agreement among ORNI 47 LLC, the
Authority and J. Aron, presented to this Board, in substantially the form on file with the Assistant
Secretary, is hereby approved. Each Authorized Officer is hereby authorized and directed to
execute and deliver the Limited Assignment Agreement with such additions, deletions or changes
as deemed necessary or desirable and as shall be approved by said Authorized Officer, such
approval to be conclusively evidenced by the execution and delivery thereof.
4.
Amendments to the Electricity Purchase, Sale and Service Agreement, dated as of
May 26, 2026, between J. Aron and Prepay LLC, relating to the Bonds, in furtherance of the
transactions contemplated by this Resolution, are hereby approved.
5.
Each of the President, any Vice President, the Secretary, any Assistant Secretary,
the Executive Director, the Chief Financial and Administrative Officer and any other officer of the
Authority is hereby authorized to execute and deliver any and all agreements and to approve any
and all documents and instruments and to do and cause to be done any and all acts and things
deemed necessary or advisable for carrying out the transactions contemplated by this Resolution.
Each reference in this Resolution to the President, any Vice President, the Secretary, any Assistant
Secretary, the Executive Director or the Chief Financial and Administrative Officer shall refer to
the person holding such office or position, as applicable, at the time a given action is taken and
shall not be limited to the person holding such office or position at the time of the adoption of this
Resolution. All actions heretofore taken by the officers, employees and agents of the Authority in
furtherance of the transactions contemplated by this Resolution are hereby approved, ratified and
confirmed.
6.
308170098.3
This Resolution shall become effective immediately.
-2-
THE FOREGOING RESOLUTION NO. 2026-104 is approved and adopted by the
Authority this 21st day of October, 2026.
Tikan Singh
VICE PRESIDENT
Southern California Public
Power Authority
ATTEST:
Daniel E Garcia
ASSISTANT SECRETARY
Southern California Public
Power Authority
308170098.3 1001329456
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NRF Draft of 09.22.2026
FIRST AMENDMENT TO MASTER POWER SUPPLY AGREEMENT
This First Amendment to Master Power Supply Agreement (this “Amendment”) is
made and entered into as of October __, 2026, by and between Aron Energy Prepay 51 LLC, a
Delaware limited liability company (“Seller”), and Southern California Public Power Authority, a
joint powers authority organized pursuant to the laws of the State of California (“Buyer”).
W I T N E S S E T H:
WHEREAS, Seller and Buyer have heretofore entered into that certain Master
Power Supply Agreement, dated as of May 26, 2026 (the “Agreement”); and
WHEREAS, Seller and Buyer desire to amend the Agreement as herein stated;
NOW, THEREFORE, Seller and Buyer agree as follows:
1.
to read as follows:
Assigned PAYGO Product Price. Section 3.3 of the Agreement is amended
Section 3.3. Assigned PAYGO Product. With respect to Assigned
PAYGO Product delivered hereunder in respect of any Assigned PPA in any Month, Buyer
shall pay Seller an amount equal to the quantity of such Assigned PAYGO Product
multiplied by the contract price(s) then in effect under such Assigned PPA with respect to
Energy less the APC PECs Contract Price, if any, specified for such Assigned PPA in
Exhibit A-2; provided that the Parties acknowledge and agree that the portion of any PPA
Gross Payment paid pursuant to a PPA Custodial Agreement and attributable to such
Assigned PAYGO Product shall be deemed to satisfy Buyer’s payment obligation
hereunder with respect to such Assigned PAYGO Product.
2.
Exhibit A-2. Exhibit A-2 to the Agreement is amended to read as attached
hereto.
IN WITNESS WHEREOF, Seller and Buyer have caused this Amendment 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]
307636423.1
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NRF Draft of 09.22.2026
ARON ENERGY PREPAY 51 LLC
By:
Name:______________________________
Title:_______________________________
307636423.1
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NRF Draft of 09.22.2026
SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY
By: ____________________________________
Name:______________________________
Title:_______________________________
307636423.1
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NRF Draft of 09.22.2026
EXHIBIT A-2
INITIAL ASSIGNED RIGHTS AND OBLIGATIONS
[To be attached.]
307636423.1
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NRF Draft of 09.22.2026
FIRST AMENDMENT TO CLEAN ENERGY PURCHASE CONTRACT
This First Amendment to Clean Energy Purchase Contract (this “Amendment”) is
made and entered into as of October __, 2026, by and between Southern California Public Power
Authority, a joint powers authority organized pursuant to the laws of the State of California
(“Issuer”), and the City of Burbank, a California municipal corporation, through its Burbank Water
and Power Department (“Purchaser”).
W I T N E S S E T H:
WHEREAS, Issuer and Purchaser have heretofore entered into that certain Clean
Energy Purchase Contract, dated as of May 26, 2026 (the “Agreement’) to supply a portion of the
Product requirements of Purchaser; and
WHEREAS, Issuer and Purchaser desire to amend the Agreement as herein stated
to enable Issuer and Purchaser to realize income from the sale of Portfolio Energy Credits for
parasitic load in Nevada;
NOW, THEREFORE, Issuer and Purchaser agree as follows:
1.
Definitions. Section 1.1 of the Agreement is amended by adding the
following definitions thereto:
“Assigned PPA PECs Contract Price” means, with respect to Assigned Prepay
Quantities to be delivered under an Assigned PPA, the fixed price, if any, specified as such for
such Assigned PPA in Exhibit A-2, as revised from time to time in accordance with Section 6.3.
“PECs” with respect to any Assigned PPA means Portfolio Energy Credits (as
defined in Nev. Admin. Code § 704.8908) that are excluded from Assigned Product under the
related Assignment Agreement.
Section 1.1 of the Agreement is further amended by revising the following definition to read as
follows:
“Contract Price” means (i) with respect to the Base Product and any
Delivery Hour, (A) the Day-Ahead Market Price for such Delivery Hour at the Base
Delivery Point less (B) the product of the Fixed Price for Base Quantities multiplied by the
Monthly Discount Percentage; (ii) with respect to Assigned Prepay Quantities with a fixed
price APC Contract Price, (A) the applicable APC Contract Price(s) multiplied by (B) the
result of 100% less the Monthly Discount Percentage, (iii) with respect to Assigned Prepay
Quantities with the Day-Ahead Average Price as the APC Contract Price, (A) the APC
Contract Price less (B) the product of the (x) the difference between (I) the Fixed Price for
Assigned Prepay Quantities with the Day-Ahead Average Price as the APC Contract Price
and (II) $30.189/MWh, multiplied by (y) the Monthly Discount Percentage; and (iv) with
respect to Assigned PAYGO Product delivered pursuant to an Assigned PPA, the
applicable contract price(s) then in effect under such Assigned PPA(s) with respect to
307636393.1
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NRF Draft of 09.22.2026
Energy less the APC PECs Contract Price, if any, specified for such Assigned PPA in
Exhibit A-2, .as revised from time to time in accordance with Section 6.3.
2.
Issuer Assigned PPA PSA Obligations. Section 3.6 of the Agreement is
amended to read as follows:
Section 3.6. Partial Suspension of Issuer Assigned PPA PSAs. The
Parties hereby acknowledge and agree that any Issuer Assigned PPA PSA by which
Purchaser purchases Energy and other Product purchased by Issuer under an Assigned PPA
shall remain in full force and effect during the Assignment Period for such Assigned PPA,
provided that (i) the rights and obligations under such Issuer Assigned PPA PSA of Issuer
to sell, schedule, and deliver and of Purchaser to purchase, schedule, receive, and pay for
Assigned Product shall be suspended and replaced by the Parties’ corresponding rights and
obligations under this Agreement during the Assignment Period for such Assigned PPA,
(ii) if an APC PECs Contract Price is specified for such Assigned PPA in Exhibit A-2,
Issuer shall sell and deliver and Purchaser shall purchase and pay for all PECs to which
Issuer is entitled thereunder at such APC PECs Contract Price, and (iii) Purchaser shall
remain obligated to pay all obligations under such Issuer Assigned PPA PSA other than
the purchase price of Assigned Energy and Assigned RECs to the same extent as if the sale
and delivery of such product to it under such Issuer Assigned PPA PSA were not
suspended.
3.
Exhibit A-2. Exhibit A-2 to the Agreement is amended to read as attached
hereto.
IN WITNESS WHEREOF, Issuer and Purchaser have caused this Amendment 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]
307636393.1
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NRF Draft of 09.22.2026
SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY
By: ____________________________________
Name:______________________________
Title:_______________________________
307636393.1
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NRF Draft of 09.22.2026
CITY OF BURBANK
By: ____________________________________
Name:______________________________
Title:_______________________________
307636393.1
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NRF Draft of 09.22.2026
EXHIBIT A-2
ASSIGNED RIGHTS AND OBLIGATIONS
[To be attached.]
307636393.1
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JANY-Sidley Draft 10.12.26
LIMITED ASSIGNMENT AGREEMENT
(DON CAMPBELL–BURBANK)
This Limited Assignment Agreement (Don Campbell–Burbank) (this “Assignment
Agreement” or “Agreement”) is entered into as of October [____], 2026 by and among ORNI 47
LLC, a Delaware limited liability company (“PPA Seller”), Southern California Public Power
Authority, joint powers agency and a public entity organized under the laws of the State of
California and created under the provisions of the Act and the Joint Powers Agreement (“PPA
Buyer”), and J. Aron & Company LLC, a New York limited liability company (“J. Aron”), and
relates to that certain Power Purchase Agreement (the “PPA”) between PPA Buyer and PPA Seller
as described on Appendix 1. Unless the context otherwise specifies or requires, capitalized terms
used but not defined in this Agreement have the meanings set forth in the PPA.
In consideration of the premises above and the mutual covenants and agreements herein set
forth, PPA Seller, PPA Buyer and J. Aron (the “Parties” hereto; each is a “Party”) agree as
follows:
1. Limited Assignment and Delegation.
(a)
PPA Buyer hereby assigns, transfers and conveys to J. Aron all right, title and interest
in and to the rights of PPA Buyer under the PPA to receive delivery of the products
described on Appendix 1 (the “Assigned Products”) during the Assignment Period (as
defined in Appendix 1), as such rights may be limited or further described in the “Further
Information” section on Appendix 1 (the “Assigned Product Rights”). All Assigned
Products shall be delivered pursuant to the terms and conditions of the PPA except to
the extent amended by this Agreement during the Assignment Period as provided in
Appendix 1. All other rights of PPA Buyer under the PPA are expressly reserved for
PPA Buyer. PPA Buyer and J. Aron hereby agree that in no event shall PPA Seller be
deemed to be in breach of any covenant, representation or warranty under the PPA if the
assignment, transfer and/or conveyance to J. Aron of all or any portion of the Assigned
Products in accordance with this Agreement and/or PPA Seller’s performance of any
obligation in accordance with this Agreement results in any failure of any portion of the
Assigned Products to meet the requirements of the PPA.
(b)
PPA Buyer hereby delegates to J. Aron the obligation to pay the APC Contract Price
specified in Appendix 1 for all Assigned Products that are actually delivered to J. Aron
pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered
Product Payment Obligation” and together with the Assigned Product Rights,
collectively the “Assigned Rights and Obligations”); provided that (i) all other
obligations of PPA Buyer under the PPA (including the obligation to pay the balance
of the $99 per MWh price thereunder for Delivered Energy, being the APC PECs
Contract Price specified in Appendix 1) are expressly retained by PPA Buyer and PPA
Buyer shall be solely responsible for any amounts due to PPA Seller that are not directly
related to Assigned Products; and (ii) the Parties acknowledge and agree that PPA
Seller will only be obligated to deliver a single consolidated invoice to PPA Buyer
during the Assignment Period. To the extent J. Aron and Guarantor (hereinafter
1
4921-6255-2091v.17
JANY-Sidley Draft 10.12.26
defined) each fails to pay the Delivered Product Payment Obligation by the due date
for payment set forth in the PPA, notwithstanding anything in this Agreement to the
contrary, PPA Buyer agrees that it will remain responsible for such payment, and that
it will be a Default pursuant to Section 13.1(a) of the PPA if PPA Buyer does not make
such payment, within thirty (30) days of receiving notice of such non-payment from
PPA Seller.
(c)
J. Aron hereby accepts and agrees and PPA Seller hereby consents to the assignment,
transfer, conveyance and delegation described in clauses (a) and (b) above. J. Aron
hereby agrees to perform any such Assigned Rights and Obligations due from it during
the Assignment Period to the extent expressly set forth in this Agreement.
(d)
PPA Buyer and PPA Seller shall retain all rights and obligations relating to scheduling
of Assigned Products and other communications related to the PPA pursuant to the terms
of the PPA, and during the Assignment Period PPA Buyer, PPA Seller or any designee
thereof as scheduling coordinator under the PPA shall act as J. Aron’s agent with respect
to all scheduling activities associated with the Assigned Products; provided that (i) title
to Assigned Products will pass from PPA Seller to J. Aron upon delivery by PPA Seller
of Assigned Products in accordance with the PPA; (ii) PPA Buyer will forward to J.
Aron copies of any Force Majeure Notice or notice of Default, or default, breach or
other occurrence that, if not cured within the applicable grace period, could result in a
Default contemporaneously upon delivery thereof to PPA Seller and promptly after
receipt thereof from PPA Seller; (iii) PPA Buyer will forward to J. Aron copies of the
forecasts provided pursuant to Section 7.2 of the PPA; (iv) PPA Buyer will provide to
J. Aron copies of all invoices and supporting data relating to the Assigned Products
provided by PPA Seller to PPA Buyer pursuant to Section 11.2(b) of the PPA, and any
payment adjustments or subsequent reconciliations occurring after the date that is ten
(10) days prior to the payment due date for a monthly invoice, including pursuant to
Section 11.3 of the PPA, will be resolved solely between PPA Buyer and PPA Seller
(and, therefore, PPA Seller will not be obligated to deliver copies of any
communications relating thereto to J. Aron); and (v) PPA Buyer will provide copies to
J. Aron of any other information reasonably requested by J. Aron relating to Assigned
Products. To the extent that PPA Seller incurs any additional administrative costs or
expenses as a result of the foregoing matters described in this clause 1(d), PPA Buyer
shall promptly reimburse PPA Seller for such additional administrative costs or
expenses upon PPA Seller’s delivery of an invoice therefor, together with
documentation reasonably supporting the invoiced amount; provided that PPA Buyer’s
aggregate reimbursement obligation in respect of such invoiced administrative costs or
expenses shall not exceed $10,000. Notwithstanding any other provision of this
Assignment Agreement, PPA Seller or PPA Seller’s designated third party shall
continue to act as Scheduling Coordinator for the Facility, and this Assignment
Agreement shall not affect the provisions of Section 7.2 of the PPA (including with
regard to the allocation of CAISO Revenues and CAISO Costs).
(e)
PPA Seller acknowledges that (i) J. Aron intends to immediately transfer title to any
Assigned Products received from PPA Seller through one or more intermediaries such
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JANY-Sidley Draft 10.12.26
that all Assigned Products ultimately will be delivered to the City of Burbank, and (ii)
J. Aron has the right to purchase receivables due from the City of Burbank in the event
that the City of Burbank fails to pay the relevant intermediary entity for any such
Assigned Products (such receivables owed by the City of Burbank for such Assigned
Products “City of Burbank Receivables”). To the extent any such City of Burbank
Receivables are transferred to J. Aron, J. Aron may transfer such City of Burbank
Receivables to PPA Seller and apply the face amount thereof as a reduction to any
Delivered Product Payment Obligation; provided, however, that nothing in this clause
(e) shall modify PPA Seller’s right to declare a Default pursuant to Section 13.1(i) of
the PPA in the event that any portion of the Delivered Product Payment Obligation
remains unpaid if PPA Seller has delivered the notices described in Section 1(b) above
and none of J. Aron, Guarantor or PPA Buyer cured the non-payment by the final
deadline for such payment set forth in Section 1(b). Without prejudice to PPA Seller’s
right to declare a Default under the PPA in accordance with the foregoing or PPA
Buyer’s retained payment obligations under Section 1(b) above, PPA Seller shall be
entitled to pursue collection on such City of Burbank Receivables directly against the
City of Burbank following the transfer of such City of Burbank Receivables by J. Aron
to PPA Seller; provided, however, that upon payment to PPA Seller of any such amounts
by either of PPA Buyer or the City of Burbank, PPA Seller shall have no further claim
for such amounts.
(f)
On or before the commencement of the Assignment Period, J. Aron shall cause The
Goldman Sachs Group, Inc. (“Guarantor”) to issue, in favor of PPA Seller, a guaranty
of J. Aron’s payment obligations under this Assignment Agreement substantially in the
form of Appendix 3 attached hereto (the “Guaranty”), and PPA Seller shall be entitled
to make a demand for payment under the Guaranty if J. Aron fails to pay any portion of
the Delivered Product Payment Obligation timely in accordance with this Agreement.
(g)
The Assigned Prepay Quantity set forth in Appendix 2 relates to obligations by and
between J. Aron and PPA Buyer and, except as otherwise set forth herein, has no impact
on PPA Seller’s rights and obligations under the PPA.
2. Assignment Early Termination.
(a)
The Assignment Period may be terminated early upon the occurrence of any of the
following:
(1)
delivery of a written notice of termination by either J. Aron or PPA Buyer to each
of the other Parties hereto;
(2) delivery of a written notice of termination by PPA Seller to each of J. Aron,
Guarantor and PPA Buyer following the failure of either J. Aron or Guarantor to
pay any Delivered Product Payment Obligation within fifteen (15) days after PPA
Seller has made a claim under the Guaranty for payment of such Delivered Product
Payment Obligation;
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JANY-Sidley Draft 10.12.26
(b)
(3)
delivery of a written notice by PPA Seller if any of the following events (each a
“Bankruptcy Event”) occurs with respect to J. Aron, Guarantor or PPA Buyer:
(i) it (A) applies for or consents to the appointment of, or the taking of possession
by, a receiver, custodian, trustee, or liquidator of it or of all or a substantial part of
its property, (B) admits in writing its inability, or is generally unable to pay its
debts as they become due, (C) makes a general assignment for the benefit of its
creditors, (D) commences a voluntary case under any bankruptcy, reorganization,
debt arrangement, insolvency, or receivership law (“Bankruptcy Law”), (E) files
a petition seeking to take advantage of any other Bankruptcy Law, (F) acquiesces
in writing to, any petition filed against it in an involuntary case under any
Bankruptcy Law, (G) takes any action for the purpose of effecting any of acts or
occurrences described in foregoing clauses (A)-(F); or (ii) a proceeding or case is
commenced, without its application or consent, in any court of competent
jurisdiction, seeking (A) the liquidation, reorganization, dissolution, winding-up,
or composition or adjustment of its debts, (B) the appointment of a trustee,
receiver, custodian, liquidator or the like, of it or of all or any substantial part of
its assets, or (C) similar relief in respect of it under any Bankruptcy Law, and with
regard to any of the foregoing, such proceeding or case shall continue undismissed,
or an order, judgment or decree approving or ordering any of the foregoing shall
be entered and continue unstayed and in effect, for a period of sixty (60) days from
commencement of such proceeding or case or the date of such order, judgment or
decree;
(4)
delivery of a written notice by J. Aron if any Bankruptcy Event occurs with respect
to (i) PPA Seller or (ii) the issuer of a letter of credit delivered pursuant to the PPA
if PPA Seller fails to post a replacement letter of credit timely in accordance with
Section 5.9(f) of the PPA; or
(5)
delivery of a written notice by PPA Seller if Guarantor ceases to have a credit
rating of equal to or greater than Baa3 from Moody’s and BBB- from S&P, or the
Guaranty ceases to be in full force and effect, or Guarantor repudiates, disaffirms,
disclaims, rejects or challenges the validity of the Guaranty (whether in whole or
in part).
The Assignment Period will end at the end of the last delivery hour on the date specified
in the termination notice provided pursuant to Section 2(a), which date shall not be
earlier than the end of the last day of the calendar month in which such notice is
delivered if termination is pursuant to clause (a)(1) or (a)(2) above. All Assigned Rights
and Obligations shall revert from J. Aron to PPA Buyer upon the early termination of
the Assignment Period, provided that (i) J. Aron shall remain responsible for the
Delivered Product Payment Obligation with respect to any Assigned Products delivered
to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the Assignment
Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether
arising under bankruptcy law or otherwise) shall not affect the expiration or early
termination of the Assignment Period.
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JANY-Sidley Draft 10.12.26
(c)
The Assignment Period will automatically terminate upon the expiration or early
termination of the PPA. All Assigned Rights and Obligations shall revert from J. Aron
to PPA Buyer upon the expiration of or early termination of the PPA, provided that (i) J.
Aron (and Guarantor pursuant to the terms of the Guaranty) shall remain responsible for
the Delivered Product Payment Obligation with respect to any Assigned Products
delivered to J. Aron or for the benefit of J. Aron by PPA Seller prior to the end of the
Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion
(whether arising under bankruptcy law or otherwise) shall not affect the expiration or
early termination of the Assignment Period.
(d)
The Assignment Period will automatically terminate upon delivery by Guarantor of a
notice of termination of the Guaranty. All Assigned Rights and Obligations shall revert
from J. Aron to PPA Buyer upon the termination of the Assignment Period, provided
that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation
with respect to any Assigned Products delivered to J. Aron or for the benefit of J. Aron
by PPA Seller prior to the end of the Assignment Period, and (ii) any legal restrictions
on the effectiveness of such reversion (whether arising under bankruptcy law or
otherwise) shall not affect the expiration or early termination of the Assignment Period.
3. Representations and Warranties. As of the date hereof, PPA Seller and PPA Buyer represent
and warrant to J. Aron, each with respect to itself, that (a) the PPA is in full force and effect; (b)
to the best of its knowledge, no event or circumstance exists (or would exist with the passage of
time or the giving of notice) that would give either of them the right to terminate the PPA or
suspend performance thereunder; and (c) to such Party’s knowledge, all of its material obligations
under the PPA required to be performed on or before the date hereof have been fulfilled in all
material respects.
4. Notices. Any notice, demand, or request required or authorized by this Assignment Agreement
to be given by one Party to another Party shall be delivered in accordance with Section 14.2 of the
PPA and to the addresses of each of PPA Seller and PPA Buyer specified in Appendix C to the
PPA or as changed pursuant to a notice delivered in accordance with Section 14.2 of the PPA.
PPA Buyer agrees to notify J. Aron of any updates to such notice information, including any
updates provided by PPA Seller to PPA Buyer. Notices to J. Aron shall be provided to the
following address, as such address may be updated by J. Aron from time to time by notice to the
other Parties:
J. Aron & Company LLC
200 West Street
New York, New York 10282-2198
Email: [email protected]
5. Miscellaneous. Sections 12.1 (Representations and Warranties of Buyer), 14.3 (Dispute
Resolution) (except that the reference to Section 14.3(d) of the PPA shall refer to Section 7(b) of
this Assignment Agreement), 14.14 (Execution in Counterparts), 14.16 (Waiver), 14.17
(Relationship of the Parties), 14.19 (Damage or Destruction; Insurance; Condemnation; Limit of
Liability), 14.20 (Severability), 14.21 (Confidentiality), 14.22 (Mobile-Sierra), and 14.24 (Service
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4921-6255-2091v.17
JANY-Sidley Draft 10.12.26
Contract) of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if
fully set forth herein.
6. U.S. Resolution Stay Provisions.
(a)
As between J. Aron and PPA Buyer, J. Aron and PPA Buyer hereby confirm that they
are adherents to the ISDA 2018 U.S. Resolution Stay Protocol (“ISDA U.S. Stay
Protocol”), the terms of the ISDA U.S. Stay Protocol are incorporated into and form a
part of this Assignment Agreement, and for the purposes of such incorporation, (i) J.
Aron shall be deemed to be a Regulated Entity, (ii) PPA Buyer shall be deemed to be an
Adhering Party, and (iii) this Assignment Agreement shall be deemed a Protocol
Covered Agreement. In the event of any inconsistencies between this Assignment
Agreement and the ISDA U.S. Stay Protocol, the ISDA U.S. Stay Protocol will prevail.
(b)
As between J. Aron and PPA Seller:
(c)
1.
In the event that J. Aron becomes subject to a proceeding under (i) the Federal
Deposit Insurance Act and the regulations promulgated thereunder or (ii) Title II of
the Dodd-Frank Wall Street Reform and Consumer Protection Act and the
regulations promulgated thereunder (a “U.S. Special Resolution Regime”) the
transfer from J. Aron of this Agreement, and any interest and obligation in or under,
and any property securing, this Agreement, will be effective to the same extent as
the transfer would be effective under the U.S. Special Resolution Regime if this
Agreement, and any interest and obligation in or under, and any property securing,
this Agreement were governed by the laws of the United States or a state of the
United States.
2.
In the event that J. Aron or an Affiliate becomes subject to a proceeding under a
U.S. Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable and as amended (“Default Right”)) under this
Agreement that may be exercised against J. Aron are permitted to be exercised to
no greater extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime if this Agreement were governed by the laws of the United
States or a state of the United States.
Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry into
Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement,
the Parties expressly acknowledge and agree that:
1.
PPA Seller shall not be permitted to exercise any Default Right with respect to this
Agreement or any Affiliate Credit Enhancement that is related, directly or
indirectly, to an Affiliate of J. Aron becoming subject to receivership, insolvency,
liquidation, resolution, or similar proceeding (an “Insolvency Proceeding”),
except to the extent that the exercise of such Default Right would be permitted
under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as
applicable and as amended; and
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JANY-Sidley Draft 10.12.26
2.
Nothing in this Agreement shall prohibit the transfer of any Affiliate Credit
Enhancement, any interest or obligation in or under such Affiliate Credit
Enhancement, or any property securing such Affiliate Credit Enhancement, to a
transferee upon or following an Affiliate of J. Aron becoming subject to an
Insolvency Proceeding, unless the transfer would result in PPA Seller being the
beneficiary of such Affiliate Credit Enhancement in violation of any law applicable
to PPA Seller.
(d)
U.S. Protocol. If PPA Seller adheres to the ISDA 2018 U.S. Resolution Stay Protocol,
as published by the International Swaps and Derivatives Association, Inc. as of July 31,
2018 (the “ISDA U.S. Protocol”), after the date of this Agreement, the terms of the
ISDA U.S. Protocol will supersede and replace the terms of this Section 6.
(e)
For purposes of this Section 6:
1.
“Affiliate” is defined in, and shall be interpreted in accordance with, 12 U.S.C. §
1841(k); and
2.
“Credit Enhancement” means any credit enhancement or credit support
arrangement in support of the obligations of J. Aron under or with respect to this
Agreement, including any guarantee, collateral arrangement (including any pledge,
charge, mortgage or other security interest in collateral or title transfer
arrangement), trust or similar arrangement, letter of credit, transfer of margin or
any similar arrangement.
7. Governing Law, Jurisdiction, Waiver of Jury Trial.
(a)
Governing Law. This Assignment Agreement and the rights and duties of the Parties
under this Assignment Agreement will be governed by and construed, enforced and
performed in accordance with the laws of the State of California, without regard to
conflicts of law principles.
(b)
Jurisdiction. All judicial proceedings arising out of or relating to this Assignment
Agreement and involving J. Aron shall be brought exclusively in a federal court in the
County of Los Angeles in the State of California to the maximum extent permitted by
federal jurisdiction and otherwise in any court within the County of Los Angeles with
jurisdiction over the matter, and each Party consents to such jurisdiction.
All judicial proceedings arising out of or relating to this Assignment Agreement and
only involving PPA Buyer and PPA Seller shall be brought exclusively in a state or
federal court in the County of Los Angeles in the State of California, and each Party
consents to such jurisdiction.
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JANY-Sidley Draft 10.12.26
The Parties irrevocably agree to submit to the exclusive jurisdiction of the respective
aforementioned courts in the State of California and waive any defense of forum non
conveniens.
(c)
Waiver of Right to Trial by Jury. Each Party waives, to the fullest extent permitted by
applicable law and provided in the PPA for disputes thereunder, any right it may have to
a trial by jury in respect of any suit, action or proceeding relating to this Assignment
Agreement.
8. PPA Seller’s Costs and Expenses. PPA Buyer shall be responsible for PPA Seller’s reasonable
costs and expenses associated with the review, execution and delivery of this Agreement and any
documents associated herewith, including without limitation reasonable attorneys’ fees, provided
that PPA Buyer’s aggregate reimbursement obligation under this Section 8 shall not exceed
$10,000. PPA Buyer shall pay such amounts promptly upon PPA Seller’s delivery of an invoice
therefor, together with documentation reasonably supporting the invoiced amount.
[Remainder of Page Intentionally Blank]
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4921-6255-2091v.17
JANY-Sidley Draft 10.12.26
IN WITNESS WHEREOF, the Parties have executed this Limited Assignment Agreement
(Don Campbell–Burbank) effective as of the date first set forth above.
ORNI 47 LLC
By:
Name:
Title:
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:
Name:
Title:
J. ARON & COMPANY LLC
By:
Name:
Title:
9
4921-6255-2091v.17
Appendix 1
Assigned Rights and Obligations
JANY-Sidley Draft 10.12.26
Appendix 1
Assigned Rights and Obligations
“PPA” means that certain Power Purchase Agreement dated December 31, 2012, by and between
ORNI 47 LLC, a Delaware limited liability company, and Southern California Public Power
Authority, as amended from time to time.
“Assignment Period” means the period beginning on November 1, 2026 and extending through
and including December 31, 2033, provided that in no event shall the Assignment Period extend
past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 of this
Assignment Agreement and (ii) the end of the Delivery Term under the PPA; provided that
applicable provisions of this Agreement shall continue in effect after termination of the
Assignment Period to the extent necessary to enforce or complete, duties, obligations or
responsibilities of the Parties arising prior to the termination.
“Assigned Products” includes (1) 15.38% of Delivered Energy during the Assignment Period;
and (2) and Environmental Attributes associated with such 15.38% of Delivered Energy
transferred during the Assignment Period; provided, however that the following are expressly
excluded from Assigned Products and any and all rights and obligations with respect to the
following shall remain with the PPA Buyer: (i) 84.62% of Delivered Energy not subject to this
Agreement during the Assignment Period, (ii) Environmental Attributes associated with such
84.62% of Delivered Energy not subject to this Agreement during the Assignment Period, (iii)
Portfolio Energy Credits (as defined in Nev. Admin. Code § 704.8908) for Facility Energy used
for Parasitic Load, (iv) Capacity Rights and (v) any other capacity, products, services and/or
attributes (other than as provided in clauses (1) and (2) above) which are or can be produced by or
associated with the Facility.
APC Contract Price: $99.000/MWh minus APC PECs Contract Price.
APC PECs Contract Price: $10.208/MWh of Delivered Energy.
Assigned Prepay Quantity: As set forth in Appendix 2; provided that (i) all Assigned Products
shall be delivered pursuant to the Assignment Agreement during the Assignment Period as
provided in this Appendix 1, and (ii) the Assigned Prepay Quantity is defined for the convenience
of PPA Buyer and J. Aron and shall have no impact on the obligations of the PPA Seller under the
Assignment Agreement.
Further Information: PPA Seller shall continue to transfer the WREGIS Certificates associated
with all Renewable Energy Credits corresponding to all Facility Energy under the PPA pursuant
to Section 8.4 of the PPA, provided that the transferee of such WREGIS Certificates may be
changed from time to time in accordance with the written instructions of both J. Aron and PPA
Buyer upon twenty (20) Business Days’ (as defined in the PPA) notice, which change shall be
effective as of the first day of the next calendar month, unless otherwise agreed. All Assigned
Products delivered by PPA Seller to J. Aron shall be a sale made at wholesale, with J. Aron
reselling all such Assigned Products.
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4921-6255-2091v.17
Appendix 2
Assigned Prepay Quantity
JANY-Sidley Draft 10.12.26
Appendix 2
Assigned Prepay Quantity
Commodity Month
11/1/2026
12/1/2026
1/1/2027
2/1/2027
3/1/2027
4/1/2027
5/1/2027
6/1/2027
7/1/2027
8/1/2027
9/1/2027
10/1/2027
11/1/2027
12/1/2027
1/1/2028
2/1/2028
3/1/2028
4/1/2028
5/1/2028
6/1/2028
7/1/2028
8/1/2028
9/1/2028
10/1/2028
11/1/2028
12/1/2028
1/1/2029
2/1/2029
3/1/2029
4/1/2029
5/1/2029
6/1/2029
7/1/2029
8/1/2029
9/1/2029
10/1/2029
11/1/2029
12/1/2029
1/1/2030
2/1/2030
3/1/2030
4/1/2030
5/1/2030
6/1/2030
7/1/2030
8/1/2030
9/1/2030
10/1/2030
Assigned Prepay Quantity (MWh)
1,281.09
1,307.85
1,340.18
1,248.75
1,269.94
1,098.23
1,040.26
739.22
674.55
783.81
905.35
1,073.71
1,274.40
1,300.04
1,333.49
1,242.07
1,263.25
1,091.54
1,034.68
735.87
671.20
780.47
902.00
1,068.13
1,267.71
1,293.35
1,326.80
1,235.38
1,256.56
1,087.09
1,409.31
1,001.23
914.27
1,063.67
1,227.57
1,455.02
1,727.07
1,763.87
1,807.35
1,683.59
1,712.58
1,480.67
1,402.62
996.77
909.81
1,058.10
1,222.00
1,447.22
11
4921-6255-2091v.17
Appendix 2
Assigned Prepay Quantity
JANY-Sidley Draft 10.12.26
Assigned Prepay Quantity (MWh)
1,718.15
1,754.95
1,798.43
1,674.67
1,703.66
1,472.86
1,394.82
991.20
904.23
1,052.52
1,215.31
1,440.53
1,710.35
1,746.03
1,789.51
1,666.87
1,694.74
1,466.17
1,388.13
986.74
899.77
1,046.95
1,209.73
1,432.72
1,701.43
1,737.11
1,780.59
1,657.95
1,686.94
1,458.37
1,381.44
982.28
895.31
1,042.49
1,203.04
1,426.03
1,692.51
1,728.19
Commodity Month
11/1/2030
12/1/2030
1/1/2031
2/1/2031
3/1/2031
4/1/2031
5/1/2031
6/1/2031
7/1/2031
8/1/2031
9/1/2031
10/1/2031
11/1/2031
12/1/2031
1/1/2032
2/1/2032
3/1/2032
4/1/2032
5/1/2032
6/1/2032
7/1/2032
8/1/2032
9/1/2032
10/1/2032
11/1/2032
12/1/2032
1/1/2033
2/1/2033
3/1/2033
4/1/2033
5/1/2033
6/1/2033
7/1/2033
8/1/2033
9/1/2033
10/1/2033
11/1/2033
12/1/2033
12
4921-6255-2091v.17
Appendix 3
JANY-Sidley Draft 10.12.26
Appendix 3
Form of GSG Guaranty
DATE
NAME
ADDRESS
Attention:
Ladies and Gentlemen:
For value received, The Goldman Sachs Group, Inc. (the “Guarantor”), a corporation duly
organized under the laws of the State of Delaware, hereby unconditionally guarantees the
prompt and complete payment when due, whether by acceleration or otherwise, of all
obligations and liabilities, whether now in existence or hereafter arising, of J. Aron & Company
LLC, a subsidiary of the Guarantor and a limited liability company duly organized under the
laws of the State of New York (the “Company”), to ORNI 47 LLC (the “Counterparty”) arising
out of or under the Limited Assignment Agreement (Don Campbell–Burbank) among the
Company, the Counterparty and Southern California Public Power Authority dated as of
_______, 2026. This Guaranty is one of payment and not of collection.
The Guarantor hereby waives notice of acceptance of this Guaranty and notice of any obligation
or liability to which it may apply, and waives presentment, demand for payment, protest, notice
of dishonor or non-payment of any such obligation or liability, suit or the taking of other action
by Counterparty against, and any other notice to, the Company, the Guarantor or others.
Counterparty may at any time and from time to time without notice to or consent of the
Guarantor and without impairing or releasing the guaranteed obligations of the Guarantor
hereunder: (1) agree with the Company to make any change in the terms of any obligation or
liability of the Company to Counterparty, (2) take or fail to take any action of any kind in respect
of any security for any obligation or liability of the Company to Counterparty, (3) exercise or
refrain from exercising any rights against the Company or others, or (4) compromise or
subordinate any obligation or liability of the Company to Counterparty including any security
therefor. Any other suretyship defenses are hereby waived by the Guarantor.
This Guaranty shall continue in full force and effect until the opening of business on the fifth
business day after Counterparty receives written notice of termination from the Guarantor. It is
understood and agreed, however, that notwithstanding any such termination this Guaranty shall
continue in full force and effect with respect to the obligations and liabilities set forth above
which shall have been incurred prior to such termination.
The Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated,
as the case may be, if at any time payment, or any part thereof, of any of the guaranteed
obligations, or interest thereon is rescinded or must otherwise be restored or returned by the
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Counterparty upon the bankruptcy, insolvency, dissolution or reorganization of the Company.
No failure on the part of the Counterparty to exercise, and no delay in exercising, any right,
remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise by the Counterparty of any right, remedy or power hereunder preclude any other or
future exercise of any right, remedy or power. Notwithstanding anything in this Guaranty to the
contrary, this Guaranty shall continue to be effective or shall be reinstated, as the case may be,
if at any time, either before or after the termination hereof, payment of the obligations or
liabilities guaranteed pursuant to this Guaranty, or any part thereof, is rescinded or must
otherwise be returned by Counterparty for any reason, including without limitation upon the
insolvency, bankruptcy or reorganization of the Company or the Guarantor, all as though such
payment had not been made.
Except as to applicable statutes of limitation, Guarantor hereby agrees that no delay of
Counterparty in the exercise of, or failure to exercise, any rights hereunder shall operate as a
waiver of such rights, a waiver of any other rights or a release of Guarantor from any obligations
hereunder.
No term or provision of this Guaranty shall be amended, modified, altered, waived or
supplemented except in a writing signed by Guarantor and Counterparty.
The Guarantor hereby represents as follows:
(a) The Guarantor is duly organized, validly existing, and in good standing under the laws of
the State of Delaware and has full power and authority to execute and deliver this Guaranty.
(b) The execution and delivery of this Guaranty have been and remain duly authorized by all
necessary action and do not contravene any provision of the Guarantor’s certificate of
incorporation or by-laws, as amended to date, or any law, regulation, decree, order, judgment,
resolution or any contractual restriction binding on the Guarantor or its assets that could affect,
in a materially adverse manner, the ability of the Guarantor to perform any of its obligations
hereunder.
(c) All consents, licenses, clearances, authorizations, and approvals of, and registration and
declarations with, any governmental or regulatory authority necessary for the due execution
and delivery of this Guaranty have been obtained and remain in full force and effect and all
conditions thereof have been duly complied with, and no other action by, and no notice to or
filing with, any governmental or regulatory authority is required in connection with the
execution or delivery of this Guaranty.
(d) This Guaranty constitutes the legal, valid, and binding obligation of the Guarantor,
enforceable against the Guarantor in accordance with all of its terms and conditions (subject
to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar
law affecting creditors’ rights generally). The enforceability of the Guarantor’s obligations is
also subject to the effect of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
14
4921-6255-2091v.17
The Guarantor may not assign its rights nor delegate its obligations under this Guaranty, in whole
or in part, without prior written consent of the Counterparty, and any purported assignment or
delegation absent such consent is void, except for (i) an assignment and delegation of all of the
Guarantor’s rights and obligations hereunder in whatever form the Guarantor determines may be
appropriate to a partnership, corporation, trust or other organization in whatever form that
succeeds to all or substantially all of the Guarantor’s assets and business and that assumes such
obligations by contract, operation of law or otherwise, and (ii) the Guarantor may transfer this
Guaranty or any interest or obligation of the Guarantor in or under this Guaranty, or any property
securing this Guaranty, to another entity as transferee as part of the resolution, restructuring or
reorganization of the Guarantor upon or following the Guarantor becoming subject to a
receivership, insolvency, liquidation, resolution or similar proceeding. Upon any such delegation
and assumption or transfer of obligations, the Guarantor shall be relieved of and fully discharged
from all obligations hereunder, whether such obligations arose before or after such delegation
and assumption or transfer.
THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
GUARANTOR AGREES TO THE EXCLUSIVE JURISDICTION OF COURTS
LOCATED IN THE STATE OF NEW YORK, UNITED STATES OF AMERICA, OVER
ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTY.
In the event the Guarantor becomes subject to a proceeding under the Federal Deposit
Insurance Act or Title II of the Dodd-Frank Wall Street Reform and Consumer Protection
Act (together, the “U.S. Special Resolution Regimes”), the transfer of this Guaranty, and any
interest and obligation in or under, and any property securing, this Guaranty, from the
Guarantor will be effective to the same extent as the transfer would be effective under such
U.S. Special Resolution Regime if this Guaranty, and any interest and obligation in or under
this Guaranty, were governed by the laws of the United States or a state of the United States.
In the event the Company or the Guarantor, or any of their affiliates, becomes subject to
a U.S. Special Resolution Regime, default rights against the Company or the Guarantor with
respect to this Guaranty are permitted to be exercised to no greater extent than such default
rights could be exercised under such U.S. Special Resolution Regime if this Guaranty was
governed by the laws of the United States or a state of the United States.
Very truly yours,
THE GOLDMAN SACHS GROUP, INC.
15
4921-6255-2091v.17
Docusign Envelope ID: 5C1A1582-098F-8231-815C-F0D3074D5880
DRAFT AGENDA ITEM STAFF REPORT
MEETING DATE:
SUBJECT:
October 21, 2026
RESOLUTION NUMBER:
2026-106
Master Professional Services Agreement with Pandora Consulting Associates, LLC
DISCUSSION:
☒
OR
CONSENT:
☐
Select the appropriate box(es):
FROM:
Finance
Project Development
Program Development
Regulatory/Legislative
Project Administration
Legal
Executive Director
METHOD OF SELECTION:
☐
☒
☐
☐
☐
☐
☐
Competitive
Cooperative Purchase
Sole Source
Other
☐
☐
☒
☐
Other (Please describe):
MEMBER PARTICIPATION:
Sponsoring Members: Anaheim, Burbank, Glendale, and Vernon
Members Potentially Participating:
All
Approved by Executive Director: ___________________________________
RECOMMENDATION:
Authorize the execution of a Master Professional Services Agreement (“Agreement” or “MPSA”),
between the Southern California Public Power Authority (“SCPPA” or “the Authority”) and Pandora
Consulting Associates, LLC (“Consultant” or “Pandora”) for System Reliability, Restoration, and
Response (SR3) Benchmarking Services.
BACKGROUND:
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SCPPA and its Members have a need for professional and technical consulting services related to
reliability and outage restoration benchmarking surveys, studies, and reports for System Reliability,
Restoration, and Response (SR3). SCPPA Members have contracted for SR3 Benchmarking Services
through SCPPA since 2017, with the last six years through Pandora. With the current consultant’s
agreement expired this year, SCPPA Members requested the issuance of a new contract with Pandora,
on a “Sole Source” basis.
Pandora’s services would continue to provide Members with an increased ability to analyze and verify
the effectiveness and reliability of their electric systems to determine the projects and programs needed
for improved resiliency. Pandora’s scope of work includes the following core services:
1. Surveying and Analysis
2. Data Collection & Verification
3. Reporting & Benchmarking
4. On-Site Meetings/Supplemental Requests
Pandora is uniquely positioned to provide these functions through specialized reliability analysis, data
verification, and performance benchmarking, to assist in member evaluations in system reliability and
reporting requirements. SCPPA originally selected Pandora through a competitive bidding process
when the initial Master Professional Services Agreement was awarded and executed on July 16, 2020
for a period of three years and extended for an additional three years.
DISCUSSION:
• Scope Contract Services:
The proposed new contract services are listed in the MPSA (see Attachment 3 to this Report).
In general, the new services consist of adding of professional surveying, reliability data
collection, performance benchmarking, and optional supplemental analysis. This framework will
provide a process through which reliability metrics can be collected, verified, and benchmarked
for Members. Specifically, Pandora will provide surveying and analyzing major outage events,
data collection and verification from the CAIDI, SAIFL, and SAIDI reliability indices and analyzed
for any data discrepancies. Reporting and benchmarking shall be inclusive of all results
following, performance against an anonymized panel, benchmarking participating in members’
five (5) year average performance against historical quartiles, additionally causes/drivers of data
outliers shall be provided with explanations or solutions for how utilities may address the outliers.
•
Selection Method:
Under the SCPPA Procurement Code and Solicitation and Contract Management Procedure, a
sole source procurement may be justified where competitive sourcing is precluded because of
the existence of patents, copyrights, and special processes, control of raw materials by providers
or similar circumstances; as well as to retain professional services (e.g. attorney, auditor,
manager, administrator) to maintain expertise, continuity, consistency, and knowledge of
SCPPA.
The proposed MPSA is exempt from Sealed Competitive Bidding requirements under section
2(b)(5) of the Procurement Code as a sole source contract. A copy of the Sole Source
Justification Memo is found in Attachment 2 to this Report. As noted in the Sole Source
Justification Memo, Pandora provides specialized reliability benchmarking and indexing
capabilities uniquely tailored toward SCPPA Member utility operations. Pandora’s offering is
AGENDA STAFF REPORT TEMPLATE
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unique because Pandora maintains a strategic partnership with the premier consulting provider of
utility benchmarking services in the country, First Quartile Consulting, LLC (“1QC”). Other consultants
do not have the same access to IQC for the SR3 Benchmarking Services as Pandora does. In
addition, Pandora’s system incorporates historical Member data, established data definitions and
collection processes, utility benchmarking expertise, and customized reporting developed through
successive years of engagement with participating Members. To set up, gather unique data for each
Member, and provide the individual reporting requirements of each SCPPA Member through a new
provider would be difficult, complex, costly, and most of all time-consuming.
Under the SCPPA Procurement Code, Sole Source contracts over $50,000 require approval
from the Board of Directors. Therefore, SCPPA Project Development is seeking the SCPPA
Board of Directors’ approval of the MPSA with Pandora.
•
SCPPA’s Authority:
In accordance with the Joint Powers Agreement, SCPPA is authorized to enter into contracts in
support of projects for the generation and transmission of electrical energy, excepting, in the
case of transmission projects, the final distribution of electrical energy to the consumer. The
proposed MPSA supports SCPPA generation and transmission projects by providing SCPPA
Members with tools to analyze and verify the effectiveness and reliability of their electric systems
to determine the projects and programs needed for improved resiliency.
FISCAL IMPACT:
There is de minimis impact on SCPPA’s Administrative and General budget to administer the MPSA.
Participating Members will have committed in writing to paying for any, and all, services procured from
Pandora under the MPSA pursuant to separate Task Orders for each SCPPA Member that elects to
receive such services from Pandora. The amount to be spent under this MPSA by all participating
Members shall not exceed $250,000 (the “not-to-exceed” amount) over the 3-year term of the
Agreement. Of this amount a fixed annual flat fee of $32,500, split annually among all Participating
Members, is for the initial and final annual reports and presentations. Further compensation for services
will conform to the designated maximum amounts and fee schedules in the MPSA.
ATTACHMENTS:
1. Resolution No. 2026-106
2. Sole Source Justification Memo for Pandora Consulting SR3 Benchmarking and Reporting
Services.
3. MPSA for Pandora Consulting
AGENDA STAFF REPORT TEMPLATE
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RESOLUTION NO. 2026-106
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
APPROVING AND AUTHORIZING THE EXECUTIVE
DIRECTOR TO EXECUTE A MASTER PROFESSIONAL
SERVICES AGREEMENT WITH PANDORA CONSULTING
ASSOCIATES, LLC., PROVIDING FOR ADDITIONAL
CONTRIBUTIONS TO THE AUTHORITY'S GENERAL
FUND, AND AUTHORIZING CERTAIN RELATED ACTION
WHEREAS, the Southern California Public Power Authority (“SCPPA” or “the
Authority”) owns interests in various generation and transmission projects, the output of which
has been sold to members of the Authority ("Members”); and
WHEREAS, SCPPA member utilities (“Members”) are engaged in the generation,
transmission, and distribution of electrical energy to retail customers, including assisting such
customers with the efficient use of said energy; and
WHEREAS, certain Members have a need for professional and technical consulting
services for system reliability, restoration, and response benchmarking surveys, studies, and
reports to ascertain the effectiveness and reliability of their electric systems by measuring their
performance against historical averages and industry averages to determines the projects and
programs needed for improved resiliency (the “Services”); and
WHEREAS, Pandora Consulting Associates, LLC (“Consultant”) can provide such
Services to SCPPA on behalf of its Members utilizing its unique proprietary analysis and software
solutions; and the Authority is willing and able to enter into the Master Professional Services
Agreement (the “Agreement” or “MPSA”) with Consultant to provide the Services; and
WHEREAS, in accordance with the Authority’s Procurement Code, the Authority’s
Purchasing Manager has determined that the proposed MPSA with Consultant is a Sole Source
contract; and
WHEREAS, the Board of Directors of Authority, in its Resolution No. 1990-15,
established a revolving general fund (the “General Fund”) for the payment of costs and expenses
incurred by the Authority from time to time in carrying out its purposes; and
WHEREAS, the Board of Directors of the Authority, in its Resolution No. 19921, provided for the continuation of the General Fund and established a procedure to be followed
with respect to additional contributions to the General Fund; and
WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1995-2,
provided for a separate bank account, the Joint Planning Account, to hold and disburse the
additional contributions to the General Fund with respect to joint planning matters; and
1
WHEREAS, the Board of Directors of the Authority, in its Resolution No. 199513, changed the name of the Joint Planning Account to the Restructuring Account, and charges to
the Restructuring Account are referred to as “Resolution Billing”; and
WHEREAS, the Board of Directors of the Authority wishes to provide for
additional contributions to the General Fund, and certain Members of the Authority are willing to
make such additional contributions.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the
Authority as follows:
1.
The Executive Director is authorized and directed to execute an MPSA with Pandora, a
copy of which has been presented to the Board in substantial final form.
2.
The Board of Directors hereby provides for additional contributions to the General Fund.
as provided in this Resolution. Notwithstanding anything to the contrary in Resolution No.
1992-1, such additional contributions,
(a) Shall be solely for the purpose of paying for costs and expenses incurred by the
Authority with respect to the Services provided by Consultant, and pending application
for such purpose, the contribution shall not be expended to pay costs or expenses for
any other purpose; and
(b) shall be billed to the Members that have received Services from Consultant with respect
to such invoice, with the amount of each such Member’s bill to be based upon the
Services performed by Consultant for the benefit of such Member; and
(c) shall be billed and collected from each Member under the Alternative Billing Method
authorized by Resolution 2015-025, with such amount designated as a charge under
this Resolution.
3.
Although the amounts to be contributed under this Resolution and related income shall
constitute part of the General Fund, they shall be held and accounted for within the existing
Restructuring Account. The Executive Director of the Authority is hereby directed to
utilize the Restructuring Account for the purpose of holding contributions and related
income, and making disbursements, for purposes of this Resolution. The President, Vice
President, Secretary, any Assistant Secretary and the Executive Director of the Authority
are each authorized to execute checks drawn on the Restructuring Account from time to
time.
4.
Amounts so held in the General Fund and the Restructuring Account pursuant to this
Resolution will not be contributed or held for any other purpose. Such amounts shall not
constitute (a) Revenues, or (b) revenues, income, rents or receipts derived by the Authority
from or attributable to Authority Capacity (or to the payment of the costs thereof) or the
ownership or operation of any Project. As used herein, "Revenues," "Authority Capacity"
and "Project" shall have the respective meanings set forth in the indentures of trust and
2
other instruments governing the external financing arrangements entered into from time to
time by the Authority.
5.
The President, Vice President, Secretary, any Assistant Secretary, Executive Director and
any other officer of the Authority are each hereby authorized to execute and deliver any
and all documents and instruments and to do and cause to be done any and all acts and
things necessary or proper for carrying out the transactions contemplated by this
Resolution.
6.
This Resolution shall become effective immediately.
THE FOREGOING RESOLUTION is approved and adopted by the Authority this 21st day
of October 2026.
Tikan Singh
VICE PRESIDENT
Southern California Public
Power Authority
ATTEST:
Daniel E Garcia
ASSISTANT SECRETARY
Southern California Public
Power Authority
3
SOUTHERN CALIFORNIA PUBLIC POWER AUTHOR]TY
1160 NICOLE COURT
GLENDORA, CA 91740
MEMO
(626) 793-9364 - FAX: (626) 793-9461
jii'.!t.ji :i;r!-)ii 1,,f],! ;
To:
Aileen Ma, SCPPA Purchasing Manager
From:
Randy Krager, Sr. Proiect Development Manager
Date:
October 1,2026
Re:
Sole Source Justification: Pandora Consulting Associates, LLC - System
Reliability, Restoration, and Response (SR3) Benchmarking and Reporting
Services
SCPPA Members face increasing complexity in meeting statutory and regulatory obligations
tied to electric system operations and maintenance of generation and storage resources and
transmission management. These responsibilities require electric utilities to manage System
Reliability, Restoration, and Response (SR3).
SCPPA Members are in need of a consultant to provide professional and technical consulting
services related to reliability and outage restoration benchmarking surveys, studies, and
reports for SR3. These services provide each Member with an increased ability to analyze
and verify the effectiveness and reliability of their electric system. This data helps SCPPA
Members to determine the projects and programs needed for improved resiliency.
Pandora Consulting Associates, LLC ("Pandora") is uniquely positioned to provide this
functionality. Pandora has been providing this work to SCPPA Members for the last 6 years
and has developed a methodology and delivery platform that are specific to SCPPA Members
and create significant efficiencies. ln addition, Pandora has 20 years of experience providing
this type professional and technical consulting service to other utilities.
Pandora was originally selected through a competitive bidding process when the initial Master
Professional Services Agreement ("MPSA" or "Agreement") was awarded and executed in
"
2020. The MPSA was extended for anotherthree years through Amendment No.1 with
Pandora which expired on July 19,2026. The proposed new agreement would be for a term
of 3 years and would allow for an additional option of one or more additionalterms totaling no
more than three years.
SCPPA staff recommends that Pandora's SR3 Benchmarking and Reporting Services qualify
as a Sole Source as defined,'in the SCPPA Procurement Cod-e.
Pandora Consulting Associates: Unique lntegrated Capabilities
Up to nine Members have utilized annually Pandora's SR3 Benchmarking and Reporting
Services to provide optics and options fortheir unique system conditions. Through authorized
task orders under the SCPPA MPSA, participating SCPPA Members can access Pandora's
unique and highly specialized benchmarking and reporting services and modeling expertise
for Members' system restoration needs, and other customized services (Services).
Pandora maintains a strategic partnership with the premier consulting provider of utility
benchmarking services in the country, First Quartile Consulting, LLC ("1QC"). 1QC's robust
utility benchmarking database and data analysis domestically and globally was a crucial
component which led to the initial selection of Pandora fortheir services for SCPPA and its
Members six years ago. Other consultants do not have the same access to IQC for the SR3
Benchmarking Services as Pandora does.
Over six years of providing SR3 services to SCPPA Members, Pandora with their strategic
partner, lQC, have developed an integrated benchmarking methodology, data structure,
analytical process, and reporting platform specifically supporting SCPPA Member needs. This
capability incorporates historical Member data, established data definitions and collection
processes, utility benchmarking expertise, and customized reporting developed through
successive years of engagement with participating Members. To set up, gather unique data
for each Member, and provide the individual reporting requirements of each SCPPA Member
through a new provider would be difficult, complex, costly, and most of all time-consuming.
Pandora's capabilities operate as an integrated system rather than as stand-alone consulting
services. Pandora can maintain continuity from prior-year results through current analysis,
recognize changes and trends in Member performance, and provide benchmarking within an
established analytical framework without requiring Members to recreate historical datasets,
methodologies, or reporting requirements. This combination of Member-specific infrastructure,
historical knowledge, and specialized utility benchmarking expertise has been developed over
the course of the existing engagement and is not readily transferable to another provider.
Benefits to SCPPA Members
Continuing the existing SR3 program with Pandora allows SCPPA Members to preserve the
continuity and comparability of their benchmarking results while avoiding the cost, time, and risk
associated with transitioning the program to a new provider. Members can continue using
established data collection and reporting processes and retain access to historical
benchmarking information and analyses developed through prior years of participation.
The existing approach also reduces the administrative burden on SCPPA and participating
' Members because the underlying methodology, data structures, reporting requirements, and
Member-specific configurations are already established. This enables resources to remain
focused on analyzing results, identifying areas for improvement, and supporting reliability and
restoration decisions rather than rebuilding the benchmarking infrastructure required to produce
those insights. Initial estimates for kick-starting a new SR3 Program with another vendor and
the additional administrative burden and costs to Members is in excess of $275,000.00 for just
the kick-off.
SCPPA Procurement Code
The proposed MPSA with Pandora is for an overall not-to-exceed amount of $250,000 for a 3-
r Page 2
year term. lt is requested that the Purchasing Manager find that the proposed MPSA exempt
from Sealed Competitive Bidding requirements under section 2(bX5) of the Procurement
Code as a sole source contract.
SCPPA's Procurement Code section 2(bX5) allows for sole sourced contracts where the
Purchasing Manager determines "that only a Sole Source of supply is available for a good or
service." Section 1 of the Procurement Code defines "Sole Source" as a "good or service
awarded without a competitive process because it is the only good or service satisfying the
Authority's specific need, as justified by at least one of the criteria in the Authority's
implementation procedures and the supporting documentation requested therein." SCPPA's
Solicitation and Contract Management Procedure provides that sole source procurements
must be justified based upon at least one of several specified criteria, including the following
which apply to this procurement:
. Competitive sourcing is precluded because of the existence of patents, copyrights, and
special processes, control of raw materials by providers or similar circumstances.
. Retaining professional services (e.9. attomey, auditor, manager, administrator) to
maintain expertise, continuity, consistency, and knowledge of SCPPA.
Underthe SCPPA Procurement Code, Sole Source contracts over $50,000 require approval
of the Board. Based on this recommendation, Project Development will also seek Board
approval of MPSA with Pandora in support of SCPPA Members' SR3 Benchmarking goals.
Recommendation
For the reasons outlined above, SCPPA staff recommends that the Purchasing Manager finds
that the proposed new MPSA with Pandora Consulting Associates, LLC qualifies as a Sole
Source as defined in the SCPPA Procurement Code.
This action will provide Members with timely SR3 benchmarking analysis that identifies areas
for improvement and supporting reliability and restoration decisions while reducing cost and
administrative burden for gathering this information
Sincerely,
Randy Krager
Sr. Project Development Manager
I agree with the sole source justification described in this memo
Aileen Ma
Purchasing Manager
. Page 3
MASTER PROFESSIONAL SERVICES AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
PANDORA CONSULTING ASSOCIATES, LLC
This MASTER
dated and
effective October 21, 2026, by and between Pandora Consulting Associates, LLC ("Consultant"),
a California Limited Liability Corporation, located at 4872 Topanga Canyon Blvd. #343, in
Woodland Hills, CA 91364, and Southern California Public Power Authority ("SCPPA"), a joint
powers agency created pursuant to the laws of the State of California, with offices at 1160 Nicole
Court, Glendora, California 91740. SCPPA and Consultant are also referred to herein individually
Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the reference.
transmission, and distribution of electrical energy to retail customers; and
WHEREAS, SCPPA has been formed for the purpose of undertaking the planning,
financing, development, acquisition, construction, reconstruction, improvement, enlargement,
betterment, operation, or maintenance of projects involving the generation, transmission, and
WHEREAS, SCPPA has a need for goods and/or professional and technical services
including studies and reports to facilitate SCPPA s Purpose and that support its Members
procurement of generation and transmission resources and their obligation to first acquire energy
efficiency and demand reduction resources that are cost effective, reliable, and feasible as
mandated by Section 9615 of the California Public Utilities Code; and
WHEREAS, Consultant is qualified and capable of providing the services specified herein
.
NOW, THEREFORE, in consideration of the premises herein and for other good and
valuable consideration, the Parties agree as follows:
1. Work to be Provided:
SCPPA engages Consultant to provide goods and/or services and related tasks (
ervices
) outlined in Exhibit A for itself and its
Members to utilize pursuant to one or more separate task orders
SCPPA MGSA/MPSA (Rev. Nov. 13, 2025)
Pandora Consulting Associates, LLC
1
in the form attached hereto as Exhibit C. The Work performed and provided by Consultant
under all Task Orders shall be based upon the price terms listed in Exhibit B, provided that in
no event shall the payments to Consultant exceed the designated maximum amount listed in
Exhibit B for all Task Orders under this Agreement. Each Task Order shall specify the tasks
and assignments from among the Work identified in Exhibit A, to be performed and provided
by Consultant. Each Task Order may include a cap for all payments for Work performed and
provided under each individual Task Order and a time schedule for completion of the Work.
Any Member that elects to participate in any individual Task Order is referred to herein as the
"Participating Member."
2. Consultant
(a) Independent Contractor. Consultant is an independent contractor. Neither the Consultant
or agents are employees of SCPPA or any Member and
shall not be entitled to any employment benefits or rights afforded by SCPPA or Members
to their employees, including, but not limited to, sick leave, vacation leave, paid leave,
holiday pay, retirement benefits,
, or other insurance benefits.
Consultant hereby warrants that: (1) The Consultant and its employees and agents are free
from the control and direction of SCPPA and its Members in connection with the
performance of the work to be provided hereunder, both under this contract and in fact, (2)
The Consultant and its employees and agents perform work that is outside the usual course
and agents performing
Work under this Agreement are customarily engaged in an independently established trade,
occupation, or business of the same nature as that involved in the Work to be performed
under this Agreement. Consultant shall furnish the Work according to its own manner and
methods except as required by applicable laws and this Agreement. Consultant shall have
no authority, express or implied, to act on behalf of or bind SCPPA or Members to any
obligation in any capacity whatsoever as agent or otherwise.
(b) Subcontractors. Consultant may use the services of subcontractors to perform a portion of
its obligations under this Agreement with the prior written approval of SCPPA. All
subcontractors retained by Consultant shall be duly licensed as required by law.
Subcontractors shall be provided with a copy of this Agreement and Consultant shall cause
all subcontractors to comply with the same and agree in a separate writing to be bound by
its terms. Consultant shall be the responsible party with respect to all actions of its
subcontractors
visit to and time spent at SCPPA, Member, or project site
locations shall be subject to normal business hours, appropriate safety standards, and
security requirements.
(c) Prevailing Wages. Work by persons deemed to be employees of Consultant may be subject
to prevailing wages under California Labor Code 1770 et seq. Consultant is solely responsible
for compliance with prevailing wage requirements, where applicable.
SCPPA MGSA/MPSA (Rev. Nov. 13, 2025)
Pandora Consulting Associates, LLC
2
(d) Indemnity. Consultant shall indemnify, defend, and hold harmless SCPPA and Members,
and their respective officers, employees, assigns, and successors in interest from and against
any and all liability, claims, suits, demands, damages, fines, penalties, wages, costs or expenses
pertaining to (i) prevailing wage laws and (ii) the payment of any employee and/or employer
contributions for the California Public Employe
behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of
any penalties and interest on such contributions which would otherwise be the responsibility
of SCPPA or Members. This indemnification is intended to supplement and is not intended to
limit or exclude the application of the indemnification requirements provided in Section 8
hereof.
3. Standard of Care:
The Consultant will perform Work under this Agreement with the degree of skill and diligence
normally practiced in the same industry by consultants performing the same or similar work.
Consultant shall comply with all Federal, State, County, local and other governing laws, rules
and regulations applicable to the performance of the Work under this Agreement, including
Participating Member business practices or other requirements expressly set forth in an
applicable Task Order, including equal opportunity practices, living wage ordinances,
applicable business licenses, taxpayer protection acts, and assignment of antitrust causes of
action. Consultant represents that it is appropriately licensed, qualified, and experienced to
provide the Work. The California Consumer Privacy Act (CCPA), California Privacy Rights
Act, Payment Card Industry Data Security Standards (PCI-DSS), and Member-specific privacy
or cybersecurity requirements shall apply to Consultant only to the extent applicable to the
specific data, systems, and activities actually handled or performed by Consultant under an
applicable Task Order. PCI-DSS shall apply only if Consultant stores, processes, or transmits
Cardholder Data or can affect the security of a Cardholder Data Environment.
4. Amendments:
Amendments to this Agreement must be in writing and signed by both Parties. No Task Order
issued under this Agreement may be amended except by written agreement executed by
Consultant, SCPPA and the Participating Member, provided further that if a Participating
Member has elected to confirm its Task Order participation through a letter to SCPPA, the
Participating Member shall have submitted a new letter to SCPPA requesting the amendment
amended Task Order.
5. Payment:
SCPPA shall pay Consultant for Work in accordance with the terms of this Agreement and the
applicable Task Order. Consultant is not authorized to perform any Work or incur any costs
whatsoever until: (1) a Task Order has been signed by both Parties (and the Participating
Member has signed either the Task Order or a letter to SCPPA confirming the Participating
Member
); and (2) a written purchase order providing
SCPPA MGSA/MPSA (Rev. Nov. 13, 2025)
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authorization for the start of Work for such Task Order has been issued to the Consultant by
the SCPPA designated representative. In addition to any specific requirements in a Task Order,
each invoice from Consultant shall include the following:
a. A reference to the purchase order number issued by SCPPA for such Work to be
performed under the Agreement and Task Order and any other number assigned by
SCPPA for invoices under this Agreement;
b. Name of each Participating Member that has received Goods and/or Services for which
the invoice is being issued by Consultant; and
c. The basis for the amount invoiced, including a description of Goods and/or Services
provided.
Consultant shall submit all invoices to SCPPA. Consultant shall submit invoices at no more
than monthly intervals and no later than the invoicing dates specified in the milestone payment
schedule set forth in a Task Order, and if no milestone payment schedule is set forth in a Task
Order, then no later than thirty (30) days after completion of the Work covered by the invoice.
Invoices delivered to SCPPA shall be sent to [email protected]. Invoices received by
SCPPA on or before the 15th day of a given month and subsequently approved by the
Participating Member(s) on or before the 25th day of the same month, shall be paid by SCPPA
before the end of the following month. All other properly invoiced amounts shall be paid not
more than sixty (60) calendar days after delivery of an invoice, provided that the funds for the
payment of such invoices have been transmitted to SCPPA by the Participating Member(s).
SCPPA shall inform Consultant of any disputed invoice amounts within thirty (30) calendar
days of receipt of the invoice by SCPPA. SCPPA may withhold payment of such disputed
amounts until both Parties have reached agreement on the proper amount of the invoice.
6. Taxes:
All
imposed, or assessed by reason of this Agreement
or its performance, including but not limited to sales or use taxes, shall be paid by Consultant.
Consultant shall be responsible for any taxes or penalties assessed by reason of any claims that
Consultant is an employee of SCPPA.
7. Audit:
expiration of the Agreement, Consultant shall (a) maintain all records, books, papers, or
)
provide SCPPA or its representatives, at all reasonable times, the right to examine, excerpt,
photocopy, photograph, or transcribe such Records, including but not limited to direct and
indirect charges and detailed documentation for Work that Consultant has performed or will
perform under the Agreement. Any review shall be conducted in a manner that does not
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unreasonably interfere with Consultant's business and shall exclude records unrelated to the
Agreement, privileged materials, personnel records, information concerning other clients,
and Consultant's proprietary pricing models, methodologies, and trade secrets.
8. Indemnity:
Consultant shall defend, indemnify, and hold harmless SCPPA, each Participating Member,
and their respective officers, agents, representatives, and employees from and against any and
all suits, causes of action, claims, charges, damages, demands, judgments, civil fines, penalties,
or losses of any kind or nature whatsoever for death, bodily injury, or personal injury to any
, or damage to or destruction to any
property of either Party, or third person in any manner arising by reason of negligent acts,
errors, omissions, or willful misconduct incident to the performance of the Agreement on the
part of Consultant or Consultant's officers, employees, agents, or subcontractors of any tier,
except for the sole active negligence or willful misconduct of SCPPA, Participating Member(s)
and their officers, agents, representatives, or employees.
9. Intellectual Property Infringement:
Consultant shall defend, indemnify, and hold harmless SCPPA and each Participating Member
from and against any loss, cost, and expense that SCPPA or each Participating Member incurs
because of a claim that any deliverables, materials, software, or hardware or equipment
property rights
indemnification obligation under this Section 9 is
conditioned on the following: (i) SCPPA must notify Consultant of any such claim and (ii) the
claim must not arise from modifications to or misuse of the Product by SCPPA or the
Participating Member. In the event of an infringement claim, Consultant, at its sole option and
expense, may (A) retake title and possession of the Product and refund all compensation paid
by SCPPA, or (B) obtain for SCPPA and any Participating Member the right to continue using
the Product under the terms of this Agreement as was being used prior to the infringement
claim; or (C) replace for SCPPA and any Participating Member the Product with another that
is substantially equivalent in function, or modify the Product so that it becomes non-infringing
and substantially equivalent in function.
claim as described in this Section 9 shall not result in any additional costs or liability to SCPPA
and any Participating Member.
10. Insurance:
Consultant shall at its sole cost and expense procure, provide, and maintain, and shall require
each subcontractor (regardless of tier) to provide and maintain, in effect during the
performance of any Work under this Agreement, and with respect to subparagraphs (d) and (e)
below, the period of time specified therein, insurance coverage with carriers reasonably
satisfactory to SCPPA, as follows:
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(a)
state in which the services are to be performed, including a waiver of subrogation favoring
illion dollars
($1,000,000) each employee for accident, $1,000,000 each employee for disease, and
$1,000,000 policy limit for disease.
(b) Commercial General Liability insurance providing coverage for bodily injury, property
obligations under this Agreement, products and completed operations, and coverage for
independent contractors with limits of not less than one million dollars ($1,000,000) for
each occurrence. Such policy shall cover SCPPA and each Participating Member as an
additional insured, include a severability of interest provision, and be primary and not
contributory with respect to any insurance carried by SCPPA or Participating Members.
(c) Commercial Automobile Liability insurance providing coverage for all owned, nonowned, and hired automobiles used by Consultant in the performance of the Work with a
combined single limit of not less than one million dollars ($1,000,000) for each occurrence
of bodily injury and property damage.
(d) Errors & Omissions/Professional Liability insurance, including coverage for liability
arising from intellectual property infringement, information technology and software
development services, with limits of one million dollars ($1,000,000) per claim and in the
aggregate. The policy must be kept in force during the life of the contract and for three
or under an extended reporting provision) after contract termination.
(e) Cyber Security Coverage/ Professional Liability Insurance, intellectual property
. Consultant shall maintain cyber liability insurance with limits of not less than
[two million dollars ($2,000,000) per claim and in the aggregate], unless the applicable
Task Order expressly requires a higher limit based on the nature and volume of data and
the Parties mutually agree in writing to that higher limit. The cyber insurance must provide
coverage for the following:
1.intellectual property infringement arising out of software and/or content (excluding
patent infringement and misappropriation of trade secrets);
2. breaches of security;
3. violation or infringement of any right, privacy, breach of federal, state, or foreign
security and/or privacy laws or regulations; and,
4. data theft, damage, destruction, or corruption, including without limitation,
unauthorized access, unauthorized use, identity theft, theft of personally
identifiable information or confidential corporate information, transmission of a
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computer virus or other type of malicious code; and participation in a denial of
service attack on a third party.
The policy must be kept in force during the life of the contract and for three years (either as
extended reporting provision) after contract termination.
(f) All required policies shall provide not less than thirty (30) calendar day notice of
cancellation to SCPPA.
The insurance to be provided by Consultant under this Agreement shall not include any of the
following: except for Professional Liability Insurance, any claims-made insurance policies;
any self-insured retention or deductible amount greater than two hundred fifty thousand dollars
($250,000) unless approved in writing by SCPPA; any endorsement limiting coverage
available to SCPPA or Participating Members that is otherwise required by this Section 10;
and any policy or endorsement language that (i) negates coverage to SCPPA or Participating
Members
or Participating
own negligence; (ii) limits the duty to
defend SCPPA or Participating Members under the policy; (iii) provides coverage to SCPPA
or Participating Members only if Consultant is negligent, or (iv) permits the recovery of
defense costs from any additional insured. The insurance provided under this Agreement shall
or the
Participating
rights under this Agreement.
Consultant shall furnish SCPPA proof of all specified insurance evidencing the required
coverages prior to commencement of Work under this Agreement or any Task Order issued
pursuant to this Agreement. Consultant shall provide SCPPA a new or renewed certificate of
insurance upon any changes or modifications to coverage including any extension or renewal
of required insurance coverage; provided that any changes or modifications to coverage shall
be consistent with the requirements of this Agreement.
The insurance requirements set forth in this Section 10 are separate and independent from the
indemnification and defense provisions of this Agreement. The insurance provisions do not
limit the applicability, scope, or obligations of indemnification and defense obligations of
the insurance coverage requirements of this Agreement.
11. Term and Termination; Survival:
(a) The term of this Agreement shall be three (3) years from the date hereof at which time it
shall either expire or be extended by written agreement of the Parties for one (1) or more
additional terms totaling no more than three (3) years, unless sooner terminated in
accordance with this Section 11.
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(b) Either Party may terminate this Agreement, or any Task Order hereunder, with or without
cause, upon thirty (30) calendar days' written notice to the other Party. Upon termination,
Consultant shall stop the Work as directed and immediately wind down the Work. SCPPA
shall pay Consultant for all Work authorized and satisfactorily performed through the
effective date of termination. Consultant shall refund amounts previously paid for discrete
deliverables that Consultant has not performed or supplied
satisfaction as of the termination date, after crediting all amounts otherwise due to
Consultant. Payment shall be conditioned on the Work conforming in all material respects
to the applicable Task Order, subject to Consultant's reasonable opportunity to cure any
identified deficiency.
(c) No Task Order shall be executed pursuant to this Agreement if the time or deadline for
performance thereof extends beyond the then-applicable expiration date of the Agreement.
discretion and for good cause shown, this
Agreement shall not expire while Work to be performed under an existing Task Order
remains incomplete.
(d) Termination for Conflicts of Interest. Consultant confirms that it understands the conflicts
of interest codes and requirements applicable to its profession, as well as the requirements
of California Government Code Section 1090, et seq. and Section 87100, et seq. Consultant
represents and certifies that it is unaware of any conflict of interest relating to this
Agreement and that SCPPA, its Members, and their respective officers, agents, employees,
representatives, and elected and appointed officials do not, and will not, have any direct or
indirect financial interest in this Agreement. Consultant will immediately inform SCPPA
about any conflict of interest that may arise as a result of any change in circumstances.
Notwithstanding any other provision of this Agreement, it is further understood and agreed
that if such conflict of interest does exist or develop, SCPPA may immediately terminate
this Agreement by giving Consultant written notice thereof.
(e) Survival. Any rights or obligations pursuant to Sections 2(d), 3, 5-12, 14, 17-22 shall
survive the termination or expiration of this Agreement.
12. Use and Ownership of Work Product:
(a) As used in this Agreement, "Work Product" means the final deliverables specifically
created by Consultant for SCPPA or a Participating Member under a Task Order and
identified in that Task Order as deliverables. Work Product does not include Consultant
Background Materials, third-party materials, or general ideas, concepts, know-how,
methods, processes, templates, formats, tools, software, algorithms, models, databases,
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benchmark data, or methodologies, whether developed before or independently of this
Agreement or developed or improved during performance of the Work without use of
SCPPA's or a Participating Member's Confidential Information.
(b) SCPPA and the applicable Participating Member shall own the Work Product. Consultant
retains all right, title, and interest in and to (i) its proprietary software and documents
publicly known as the "First Quartile Graphical Reports," including associated underlying
proprietary data developed by First Quartile LLC or Consultant before or outside the
performance of this Agreement, and (ii) all other Consultant Background Materials and
any enhancements, improvements, or derivative works thereof. To the extent Consultant
Background Materials are incorporated into a Work Product, Consultant grants SCPPA
and the applicable Participating Member a perpetual, nonexclusive, nontransferable,
royalty-free license to use those incorporated materials solely for their internal
governmental and utility purposes, which shall include, for the avoidance of doubt,
reporting purposes. No ownership of Consultant Background Materials is transferred under
this Agreement.
13. Information Provided by Others:
To the extent reasonably available to SCPPA and/or the Participating Members, and not
otherwise subject to any confidentiality requirement, SCPPA and/or the Participating
Members, upon
request, shall provide to the Consultant in a timely manner any
information reasonably needed to perform the Work hereunder. Consultant may rely on the
accuracy of information provided by SCPPA and Participating Members. Any Customer Data
(as defined in Section 13 herein) furnished to Consultant by SCPPA or Participating Members
shall be deemed Confidential Information subject to Section 14 of this Agreement.
14.Confidential Information:
As used herein,
whatsoever about an individual customer of a Participating Member, such as address,
employment, contact information, usage history, financial transactions and/or credit history, or
that affords a clear basis for inferring things done by or to an individual or entity such as a
from an
individual customer of a Participating Member, either verbally, in writing, or electronically.
Either Party (as to information disclosed, the "Disclosing Party") may provide the other (as to
information received, the "Receiving Party") with information in connection with this
Confidential
Information shall mean any and all: (1) Customer Data provided by SCPPA or any
Participating
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any Members; and (3) any information provided to one Party from another that is labeled
and/or marked confidential. Receiving Party agrees: (a) to use or reproduce the Confidential
Information only as necessary to realize the benefits of or perform its obligations under this
Agreement and for no other purpose, (b) to take reasonable measures to prevent disclosure of
the Confidential Information to third parties, and (c) not to disclose the Confidential
Information to a competitor of Disclosing Party.
Notwithstanding the foregoing, Confidential Information does not include information which
(i) at the time of disclosure is within the public domain through no breach of this Agreement
by either Party; (ii) has been known or independently developed by and is currently in the
possession of recipient prior to disclosure or receipt thereof; (iii) was or is acquired by recipient
from a third party (other than a Participating Member customer contacted by Consultant in the
course of performance of this Agreement) or (iv) disclosed pursuant to a legal requirement or
order. The recipient may disclose the Confidential Information on a need-to-know basis to its
contractors, agents and affiliates who agree to confidentiality and non-use terms that are
substantially similar to these terms.
In the case of a bona fide request received by SCPPA under the California Public Records Act
7920.000 et seq
Confidential Information subject to this Agreement, or as may otherwise be required by the
seq.), SCPPA shall notify Consultant of such request and shall seek to follow Consultant's
reasonable instructions in responding thereto subject to the understanding that SCPPA cannot
delegate the responsibilities imposed on it by the CPRA or Brown Act to Consultant.
responsibilities under both the CPRA and Brown Act shall be determined in the sole discretion
of SCPPA. In the event access to such Confidential Information is denied and the third party
requesting the same initiates litigation to compel access under the CPRA, SCPPA shall
promptly advise Consultant of such litigation, and SCPPA shall have no other duty or
obligation to Consultant under this Agreement with respect to the denial of access to such
Confidential Information or to oppose or defend any such litigation. Consultant, at its own cost
and expense, shall indemnify, defend, and hold SCPPA free and harmless from such litigation
or any claim, suit, cost, expense,
judgment, or order related thereto or otherwise
If Consultant is requested or required, pursuant to any order, rule, ruling, discovery request,
written notice to each of
SCPPA and the affected Participating Members of such request or requirement so that SCPPA
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and the affected Participating Members may, at their own expense, seek a protective order or
other appropriate remedy concerning such disclosure.
Confidential Information must be kept in a secure location. Confidential Information received
from or pertaining to customers of a Member shall only be provided by Consultant to the
Participating Member providing service to that customer, and to no other party, and Consultant
shall implement and maintain reasonable security procedures and practices appropriate to the
nature of the information to protect the personal information from unauthorized access,
destruction, use, modification, or disclosure. Consultant shall, when directed by SCPPA, create
aggregated data derived from Confidential Information in such a way that individual customer
responses or data cannot be determined. Consultant shall retain the Confidential Information
only so long as
such time, the Confidential Information shall
request, destroyed, and Consultant shall retain no copies of the Confidential Information.
Under no circumstance may Consultant, or its officers, employees, subcontractors, or agents
use Confidential Information of SCPPA or its Members for any commercial purpose not related
to the primary purpose of this Agreement.
Consultant shall be responsible for ensuring that any subcontractors used to provide Goods and
Services that have access to Confidential Information or who shall collect Customer Responses
comply with the provisions of this Section 13.
Notwithstanding these restrictions, only where permitted by law, including as limited by
Section 1798.98 of the California Civil Code and Section 8381 of the California Public Utilities
Code, (a) Consultant may disclose Confidential Information to its affiliates and subcontractors
to the limited extent necessary for the performance of the Agreement, (b) a Receiving Party
may disclose Confidential Information to its auditors, (c) SCPPA may disclose Confidential
Information to Members, and (d) a Receiving Party may disclose Confidential Information to
any other third party with the prior written permission of Disclosing Party, and in each case,
only so long as the Receiving Party obtains a non-disclosure commitment from any such
subcontractors, auditors, lenders or other permitted third party that prohibits disclosure of the
Confidential Information and provided further that the Receiving Party remains responsible
for any unauthorized use or disclosure of the Confidential Information. Each Disclosing Party
warrants that it has the right to disclose the information that it discloses.
15. Dispute Resolution:
In the event of a dispute between the Parties either Party may deliver to the other Party a notice
of dispute with a detailed description of the underlying circumstances for the dispute. The
dispute notice shall include a schedule of availability of the no
title of senior vice president or equivalent or higher duly authorized to settle the dispute during
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the thirty (30) calendar day period following delivery of the dispute notice. The recipient Party
shall, within five (5) business days of receipt of the dispute notice, provide to the notifying
Party a parallel schedule of availability of its officers having a title of senior vice president or
equivalent or higher duly authorized to settle the dispute. The senior officers of the Parties
shall meet and confer as often as reasonably necessary during the thirty (30) day period in good
faith negotiations to resolve the dispute. In the event the dispute is not resolved within the
thirty (30) calendar day period then either Party may pursue any legal remedy available to it;
provided further, however, nothing herein shall prohibit either Party from pursuing temporary,
injunctive, or equitable relief during this thirty (30) calendar day period.
16. Representatives:
representative for administration of this Agreement:
Randy Krager, (626) 793-9364, and e-mail address is [email protected]. All questions to
SCPPA pertaining to this Agreement shall be referred to the person named above.
Agreement:
Marco Sands 818.642.2588, and [email protected].
All questions to Consultant pertaining to this Agreement shall be referred to the person named
above.
The representatives set forth herein shall have authority to give all notices required herein.
17. Notices:
Notices, requests, demands and other communications made pursuant to this Agreement shall
be deemed given only if in writing signed by an authorized representative of the sender and
delivered by first class mail, electronic mail, or by a courier or service guaranteeing overnight
delivery to the receiving party, addressed as follows:
To SCPPA:
Executive Director
1160 Nicole Court
Glendora, CA 91740
[email protected]
To Consultant:
Marco Sands
Managing Director
4872 Topanga Canyon Blvd, #343
Woodland Hills, CA 91364
[email protected]
Either party may change its contact information for the purposes of this Agreement by giving
written notice of such change to the other party in the manner provided in this Section.
Notice shall be deemed effective: 1) immediately, upon personal delivery or upon transmission
by electronic mail accompanied by a telephone call to the intended recipient; 2) one (1)
calendar day after transmission by electronic mail not accompanied by a telephone call; 3) five
(5) calendar days after deposit in first class mail, if mailed within the United States; and 4) ten
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(10) calendar days after deposit in the mail, if mailed from outside the United States.
18. Miscellaneous:
(a) Assignment This Agreement is binding upon and shall inure to the benefit of SCPPA and
Consultant and their respective successors and assigns. Neither Party may assign its rights
or obligations hereunder without the prior written consent of the other Party; provided,
however, that either Party may assign th
business relating to this Agreement.
(b) Integration; Conflicts This Agreement, including Exhibits hereto, contains the entire
agreement between the Parties and supersedes all prior negotiations, representations, or
agreements, whether written or oral. In the event of any conflict between the terms of this
Agreement and the Exhibits hereto, or any Task Order or purchase order issued hereunder,
the terms of this Agreement shall control. In the event of any conflicts between the Exhibits
and any Task Order or purchase order, the Exhibits shall control. In the event of a conflict
between any Task Order or purchase order, the Task Order shall control.
(c) Third Party Beneficiary SCPPA Participating Members are not parties to this MASTER
PROFESSIONAL SERVICES AGREEMENT but are third party beneficiaries to the
MASTER PROFESSIONAL SERVICES AGREEMENT and are entitled to the rights and
benefits hereunder and may enforce the provisions hereof as if they were parties hereto;
provided, however, that a Participating Member may enforce only the specific rights
arising out of a claim, loss, liability, expense, or damage affecting the Participating
Member, and provided further, that nothing in this provision expands Consultant's liability
or creates duplicative recovery in favor of SCPPA and a Participating Member for the same
loss. Except as otherwise specified herein with respect to Participating Members, there are
no third party beneficiaries of this Agreement.
(d) Waiver The failure to enforce any terms of this Agreement or the waiver of any breach
of this Agreement shall not constitute a waiver of any other breach or a relinquishment of
right to enforce the same or any other provision of this Agreement.
(e) Severability If any provision of this Agreement is rendered invalid or unenforceable
under any circumstance, the remainder of this Agreement shall continue to be in full force
and effect and the provision declared invalid or unenforceable shall continue to be in full
force and effect as to other circumstances in accordance with the laws of the State of
California.
(f) Governing Law This Agreement is entered into in Los Angeles County in the State of
California and shall be governed by, and construed in accordance with, the laws of the
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State of California.
(g) Venue All litigation arising out of, or relating to this Agreement, shall be brought in a
state or federal court in the County of Los Angeles in the State of California, and both
Parties waive any defense of forum non conveniens.
19. Execution in Counterparts, Electronic Signatures and Document Transmission:
This Agreement may be executed in counterparts, and, upon execution by each signatory, each
executed counterpart shall have the same force and effect as an original instrument and as if
all signatories had signed the same instrument. Any signature page of this Agreement may be
detached from any counterpart of this Agreement without impairing the legal effect of any
signature thereon, and may be attached to another counterpart of this Agreement identical in
form hereto by having attached to it one or more signature pages.
The Parties may execute this Agreement by manual signature or by electronic signature, each
of which shall have the same force and effect. A signed copy of this Agreement transmitted by
facsimile, email or other means of electronic transmission shall be deemed to have the same
legal effect as delivery of an original executed copy of this Agreement for all purposes, to the
extent provided under
rm Electronic Transactions
Act.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written
above.
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:
DANIEL E GARCIA
Executive Director
Approved as to Legal Form:
CHRISTINE GODINEZ
General Counsel
PANDORA CONSULTING ASSOCIATES, LLC
By:
Marco Sands
Managing Director
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EXHIBIT A
SCOPE OF WORK TO BE PROVIDED UNDER THIS AGREEMENT
Goods and/or Services not expressly set forth in this Exhibit A are excluded.
SCOPE OF SERVICES AND COMPENSATION
1. SURVEYING & ANALYSIS
The following information shall be surveyed and/or analyzed:
Accounting of any major events;
Industry averages and quantities;
Historical performance data; and
Causes/Drivers of Data Outliers
2. DATA COLLECTION & VERIFICATION
indices and analyzed for any data discrepancies.
reliability indices (CAIDI x SAIFI = SAIDI).
Consultant shall identify any anomalies and subsequent modifications and incorporate
both into the final results as they are reported.
3. REPORTING & BENCHMARKING
Reporting shall be inclusive of all results and analysis in graphic and/or tabular form as
appropriate. Reporting includes, but is not limited to, the following:
against an anonymized panel
average performance against their historical quartiles
explanations or solutions for how utilities may address the outliers
performance
4. ON-SITE MEETINGS/SUPPLEMENTAL REQUESTS
Consultant may be requested by Participating Member(s) to provide the following on a timeand-material basis:
Additional analysis and review;
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Customer reports;
Performance improvement recommendations; and
On-site visits
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EXHIBIT B
COMPENSATION SCHEDULE AND HOURLY FEES
FEES
We propose to deliver the services identified as follows:
We will deliver a Kickoff Meeting, Data Collection & Verification, and Reporting and
a Results presentation, for a fixed one-time flat annual fee of $32,500, regardless of the
number of SCPPA Members participating in this effort.
We have assumed that the data from SCPPA Members will be provided in accordance
with our guidelines. Elements such as outage cause codes have been standardized for years
in our questionnaires, in line with IEEE guidelines and common practices within the
industry. Our expectation is that the SCPPA Members will be able to readily provide the
data utilizing those cause codes.
Below are examples of other activities or deliverables that can be provided on a
time and material basis:
Estimated Fee per Participating
SCPPA Member
Activities and Deliverables
On-Site Customized Presentation of Final Report
Half-day on-site presentation of the Final Report together
with improvement recommendations, customized to an
individual SCPPA Member, including all material
preparation.
$2,500
On-Site Working Session to Develop Improvement
Initiatives
Half-day on-site facilitated working session to identify and
develop improvement initiatives focused on previously
identified improvement areas, with follow-up
documentation of the session outcomes.
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$3,000
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Additional On-Site Sessions / Other Supplemental
Requests
We will gladly work with the SCPPA Members to identify
additional ways to analyze, interpret, and convey the results of
our Final Report, and to develop and facilitate the
implementation of improvement recommendations.
Time and Materials
(See rate card below)
If any of the services are of interest to one or more of the SCPPA Members, we assume
that we would enter into discussions with SCPPA to further delineate the related scope
of work. Such efforts would be provided on a time and materials basis utilizing the
professional services hourly rates as shown in the rate card below:
RATE CARD
Professional Level
Hourly Rate
Managing Director / Director
$250
Manager
$225
Senior Analyst
$175
Analyst
$150
Goods received or Services
performed or for any other reason under this Agreement exceed $250,000
. Consultant shall provide notice to SCPPA prior to reaching the Not to Exceed
Amount. Any Goods or Services provided by Consultant in excess of this authorization, and
and without payment. For avoidance of doubt SCPPA and Participating Member shall not be
liable for any unauthorized excess billings whatsoever.
All travel must be preapproved in writing by SCPPA or the applicable Participating Member. As
a public agency, SCPPA shall not reimburse Consultant for travel, food, and related costs in
excess of those permitted by the Internal Revenue Service.
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EXHIBIT C
EXEMPLARY TASK ORDER FORM
[ ]
[ ]
[ ]
Consultant, SCPPA and the Participating Member(s) identified above agree that Consultant shall
provide the Services specified herein pursuant to the terms and conditions of the [Agreement Type]
[Agreement Effective Date], except as
specifically modified herein. Capitalized terms used but not described herein shall have the
meanings ascribed to them in the Agreement.
Term
This Task Order shall commence upon issuance of a purchase order by SCPPA and shall terminate
on the earlier of [date]
Any Goods received or Services provided by Consultant (i) prior to issuance of a SCPPA purchase
order, or (ii) on or after the Task Order Termination Date without prior execution of an amendment
SCPPA or
Participating Member may terminate this Task Order, with or without cause, upon thirty (30)
Scope of Services
[General Description Of Services]
Compensation
[Specify Fees and Schedule
must include a Not to Exceed Amount for services under the Task
Consultant shall provide notice to SCPPA and Participating Member prior to and upon reaching
the Not to Exceed Amount. Any Goods received or Services provided by Consultant in excess of
the Not to Exceed Amount, without prior execution of an amendment hereto by the Parties, shall
Member shall not be liable for any unauthorized excess billings whatsoever.
SCPPA MGSA/MPSA (Rev. Nov. 13, 2025)
Pandora Consulting Associates, LLC
C-1
[Identify Names and appropriate Contact information for all Member staff who are authorized
representatives for the administration of the Agreement and who should be sent invoices from
Consultant]
Execution in Counterparts; Electronic Signatures
This Task Order may be executed in counterparts, and, upon execution by each signatory, each
executed counterpart shall have the same force and effect as an original instrument and as if all
signatories had signed the same instrument. Any signature page of this Task Order may be
detached from any counterpart of this Task Order without impairing the legal effect of any
signature thereon, and may be attached to another counterpart of this Task Order identical in form
hereto by having attached to it one or more signature pages.
The Parties may execute this Task Order by manual signature or by electronic signature, each of
which shall have the same force and effect. A signed copy of this Task Order transmitted by
facsimile, email or other means of electronic transmission shall be deemed to have the same legal
effect as delivery of an original executed copy of this Task Order for all purposes, to the extent
provided under
[SIGNATURE PAGE FOLLOWS]
SCPPA MGSA/MPSA (Rev. Nov. 13, 2025)
Pandora Consulting Associates, LLC
C-2
IN WITNESS WHEREOF, the parties have signed this Task Order as of the date first written
above.
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:
DANIEL E GARCIA
Executive Director
Approved as to Legal Form:
CHRISTINE GODINEZ
General Counsel
PANDORA CONSULTING ASSOCIATES, LLC
By:
MARCO SANDS
Managing Director
The undersigned hereby attests that the undersigned has the requisite authority to bind the
Participating Member to the obligations set forth in this Task Order No. [###]. Participating
Member agrees to be responsible for any and all fees, costs and expenses invoiced to SCPPA by
Consultant for work performed on behalf of, or for the benefit of, Participating Member pursuant
to the Agreement.
Participating Member agrees to indemnify, defend and hold harmless SCPPA, all other Members
and their respective directors, officers, agents, representatives, employees, successors and assigns
from and against any and all losses, injuries, costs and expenses, damages, liens, claims, or
, incurred by SCPPA in connection with the Work
performed for the benefit of, or on behalf of, Participating Member pursuant to this Task Order,
except for the gross negligence or willful misconduct of SCPPA or such other SCPPA members,
and their officers, agents, representatives or employees.
NAME OF PARTICIPATING MEMBER (required)
By:
[ PRINTED NAME IN CAPS]
[Title of Authorized Signatory]
SCPPA MGSA/MPSA (Rev. Nov. 13, 2025)
Pandora Consulting Associates, LLC
C-3
SCPPA MGSA/MPSA (Rev. Nov. 13, 2025)
Pandora Consulting Associates, LLC
C-4
Docusign Envelope ID: 5C1A1582-098F-8231-815C-F0D3074D5880
AGENDA ITEM STAFF REPORT
MEETING DATE:
SUBJECT:
October 21, 2026
RESOLUTION NUMBER:
2026-107
Award of a Master Professional Services Agreement to TRC Engineers, Inc. for
Customer Programs and Utility Fleet Electrification Engineering Services
DISCUSSION:
☒
OR
CONSENT:
☐
Select the appropriate box(es):
FROM:
Finance
Project Development
Program Development
Regulatory/Legislative
Project Administration
Legal
Executive Director
METHOD OF SELECTION:
☐
☐
☐
☐
☐
☐
☐
Competitive
Cooperative Purchase
Sole Source
Other
☐
☐
☐
☐
Other (Please describe):
MEMBER PARTICIPATION:
Sponsoring Member: Burbank, Pasadena, Imperial Irrigation District
Other Members Potentially Participating: Other Members may participate as desired
Approved by Executive Director: ___________________________________
RECOMMENDATION:
Award and approve the execution of a Master Professional Services Agreement (“Agreement” or
“MPSA”) with TRC Engineers, Inc. (TRC), for Customer Programs and Utility Fleet Electrification
Engineering Services.
AGENDA STAFF REPORT TEMPLATE
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BACKGROUND:
TRC is a consulting and engineering firm headquartered in Windsor, Connecticut, with extensive
experience supporting utilities and public agencies. The company provides energy, engineering, and
program management services, including energy efficiency, demand-side management, program
design, technical analysis, implementation, evaluation, and regulatory support. 
DISCUSSION:
Through coordination with the Customer Programs Working Group, SCPPA staff identified the need for
customer programs and utility fleet electrification engineering services to provide integrated support for
the design, implementation, and evaluation of energy efficiency, demand reduction, and related
customer programs.
SCPPA conducted extensive outreach to market the solicitation to national trade associations and
California hi tech hubs, including California Association of Environmental Professionals, Los Angeles
Cleantech Incubator (LACI) and University of California Los Angeles Smart Grid Energy Research
(SMERC). SCPPA issued a Request for Proposals (RFP) and received eight proposals in response to
the RFP. Based on the evaluation of proposals, SCPPA staff is recommending award of a Master
Professional Services Agreement to TRC to support implementation of customer programs and utility
fleet electrification engineering services
•
Scope of Contract Services:
TRC will provide comprehensive engineering and technical consulting services to support
SCPPA Members with the design, implementation, evaluation, and optimization of energy
efficiency and demand reduction programs.
TRC will provide participating SCPPA members with the following core services:
1. Energy efficiency and demand reduction program design and development
2. Energy efficiency and demand reduction incentive program implementation and technical
support
3. Energy efficiency incentive and demand reduction programs evaluation and reporting
In addition, the Agreement will provide electric utility fleet electrification support for participating
SCPPA Members, including assessing electric utility fleet electrification opportunities, evaluating
operational needs and infrastructure requirements, and developing charging implementation
plans for participating Members’ electric utility fleets, consistent with the Advanced Clean Fleets
(ACF) rule. Services will focus on practical implementation, operational feasibility, system
reliability, and regulatory requirements.
The Agreement will also provide general engineering services that support Member utilities in
evaluating technologies, improving system performance, and strengthening internal technical
capacity regarding energy efficiency and demand reduction. This includes assessing emerging
and existing technologies, conducting performance testing, and reviewing codes and standards
to identify opportunities for energy efficiency and demand reduction.
•
Selection Method:
AGENDA STAFF REPORT TEMPLATE
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On April 15, 2026, SCPPA issued an RFP for Customer Programs and Utility Fleet Electrification
Engineering Services that would provide SCPPA Members with integrated support for the
design, implementation, and evaluation of energy efficiency, demand reduction, and utility fleet
electrification programs. The submittal deadline for the RFP was May 22, 2026.
A total of eight responses were received and independently evaluated by staff of Burbank,
Imperial Irrigation District, and Pasadena based on each proposer’s qualifications, experience,
skills required to provide the required services, demonstration of project management abilities,
references, and cost competitiveness. TRC and The Cadmus Group LLC were recommended
for award as the most qualified and cost-effective firms for customer programs and utility fleet
electrification engineering services out of the eight respondents to SCPPA’s competitive
solicitation. A contract with the Cadmus Group LLC was approved by the SCPPA Board on
September 17, 2026.
•
SCPPA’s Authority:
SCPPA has the authority to execute this Agreement in accordance with the California Joint
Exercise of Powers Act, the SCPPA Joint Powers Agreement and the provisions of Section 9615
of the California Public Utilities Code ("Section 9615”). The SCPPA Joint Powers Agreement
provides SCPPA with the authority to develop, finance, construct, operate and maintain electric
energy generation and transmission projects. SCPPA's ability to exercise this right is
supplemented by the requirements of Section 9615 which requires that each local publicly
owned electric utility, in procuring energy, “shall first acquire all available energy efficiency and
demand reduction resources that are cost effective, reliable and feasible." As a local publicly
owned utility, as that term is defined by the California Public Utilities Code, SCPPA and its
Members are subject to the requirements of Section 9615. This Agreement for Customer
Programs and Utility Fleet Electrification Engineering Services will provide SCPPA Members
with technical and engineering support for the development, implementation, and evaluation of
customer programs and utility fleet electrification initiatives. Services will include program
design, engineering analysis, technical assessments, project evaluation, and implementation
support to help Members identify cost effective opportunities, achieve energy and demand
savings, and responsibly advance their fleet electrification goals.
FISCAL IMPACT:
There is de minimis impact on SCPPA’s Administrative and General budget relating to staff time to
administer the MPSA.
The amount to be spent under this MPSA by participating Members shall not exceed $1,000,000 over
the 3-year term of the Agreement.
Participating Members will commit in writing to paying for any, and all, services procured from TRC
under the MPSA pursuant to separate Task Orders to be signed by each SCPPA Member who elects
to receive such services from TRC.
ATTACHMENTS:
1. Resolution No. 2026-107
2. MPSA between SCPPA and TRC
AGENDA STAFF REPORT TEMPLATE
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RESOLUTION NO. 2026-107
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AWARDING A MASTER PROFESSIONAL SERVICES
AGREEMENT TO TRC ENGINEERS, INC. AUTHORIZING
THE EXECUTIVE DIRECTOR TO EXECUTE SUCH
AGREEMENT,
PROVIDING
FOR
ADDITIONAL
CONTRIBUTIONS TO THE AUTHORITY’S REVOLVING
GENERAL FUND, AND AUTHORIZING CERTAIN
RELATED ACTION
WHEREAS, the Southern California Public Power Authority (the “Authority”)
owns interests in various generation and transmission projects, the output or services of which has
been sold to the members utilities of the Authority (“Members”), who are engaged in the
generation, transmission, and distribution of electrical energy to retail customers, including
assisting such customers with the efficient use of said energy; and
WHEREAS, the Authority and its Members are subject to the requirements of
Section 9615 of the California Public Utilities Code ("Section 9615”), which requires that each
local publicly owned electric utility, in procuring energy, “shall first acquire all available energy
efficiency and demand reduction resources that are cost effective, reliable, and feasible"; and
accordingly, certain Authority Members have a need from time to time for energy efficiency
services and demand reduction services, including the need for energy efficiency services leading
to lower overall electricity demand and helping reduce the need for new generation capacity; and
WHEREAS, in accordance with advanced clean fleet requirements found in Article
3.2, Title 13 of the California Code of Regulations, certain Authority Members have a need for
time to time for program design, engineering analysis, technical assessments, project evaluation,
and implementation support to help Members identify cost effective, responsible and reliable
methods to advance their electric utility fleet electrification goals, manage utility fleet-related
electric demand, and continue to reliably operate their generation and transmission assets, while
complying with regulatory requirements; and
WHEREAS, on April 15, 2026, the Authority issued a competitive solicitation for
such energy efficiency services, and demand reduction services, and engineering support for
electric utility fleet electrification planning (collectively, the “Services”), and TRC Engineers,
Inc. (“TRC”) was recommended by the Authority’s evaluation team for the award of a contract;
and
WHEREAS, TRC can provide such Services to the Authority the Authority is
willing and able to enter into a Master Professional Services Agreement with TRC to provide the
Services; and
WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1990-15,
established a revolving general fund (the General Fund) for the payment of costs and expenses
incurred by the Authority from time to time in carrying out its purposes; and
WHEREAS, the Board of Directors of the Authority, in its Resolution No. 1992-1,
provided for the continuation of the General Fund and established a procedure to be followed with
respect to additional contributions to the General Fund; and
WHEREAS, the Board of Directors of the Authority, in its Resolution No. 19952, provided for a separate bank account (the Joint Planning Account) to hold and disburse the
additional contributions to the General Fund with respect to joint planning matters; and
WHEREAS, the Board of Directors of the Authority, in its Resolution No. 199513, changed the name of the Joint Planning Account to the Restructuring Account and charges to
the Restructuring Account are referred to as “Resolution Billing”; and
WHEREAS, the Board of Directors of the Authority wishes to provide for
additional contributions to the General Fund, and certain Members of the Authority are willing to
make such additional contributions.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the
Authority as follows:
1.
The Board of Directors hereby awards a contract to TRC Engineers, Inc. for the Services.
2.
The Executive Director is authorized and directed to execute a Master Professional
Services Agreement with TRC Engineers, Inc. for the Services, which agreement been
presented to the Board of Directors in substantially final form, with such changes,
insertions, and omissions as shall be approved by the Authority’s President, Vice President,
or Executive Director (such approval to be conclusively evidenced by her or his execution
and delivery thereof).
3.
The Board of Directors hereby provides for additional contributions to the General Fund.
Notwithstanding anything to the contrary in Resolution No. 1992-1, such additional
contributions:
a) shall be solely for the purpose of paying costs and expenses incurred by the Authority
with respect to Services provided by TRC, and pending application for such purpose
the contributions shall not be expended to pay costs or expenses for any other purpose;
b) with respect to each invoice the Authority receives from TRC, each such invoice shall
be billed to the Members that have received services from TRC with respect to such
invoice, with the amount of each such Member’s bill to be based upon the services
performed by TRC for the benefit of such Member; and
c) shall be billed and collected from each Member under the Alternative Billing Method
authorized by Resolution 2015-025, with such amount designated as a charge under
this Resolution.
4.
Although the amounts to be contributed under this Resolution and related income shall
constitute part of the General Fund, they shall be held and accounted for within the existing
Restructuring Account. The Executive Director of the Authority is hereby directed to
utilize the Restructuring Account for the purpose of holding contributions and related
income, and making disbursements, under this Resolution. The President, Vice President,
Secretary, any Assistant Secretary and the Executive Director of the Authority are each
authorized to execute checks drawn on the Restructuring Account from time to time.
5.
Amounts contributed to and held in the General Fund pursuant to this Resolution will not
be contributed or held for the purposes of any project for which the Authority has obtained
any form of external financing. Such amounts shall not constitute (a) Revenues, or (b)
revenues, income, rents or receipts derived by the Authority from or attributable to
Authority Capacity (or to the payment of the costs thereof) or the ownership or operation
of any Project. As used herein, “Revenues”, “Authority Capacity” and “Project” shall have
the respective meanings set forth in the indentures of trust and other instruments governing
the external financing arrangements entered into from time to time by the Authority.
6.
The President, Vice President, Secretary, any Assistant Secretary, Executive Director and
any other officer of the Authority are each hereby authorized to execute and deliver any
and all documents and instruments and to do and cause to be done any and all acts and
things necessary or proper for carrying out the transactions contemplated by this
Resolution.
7.
This Resolution shall become effective immediately.
THE FOREGOING RESOLUTION is approved and adopted by the Authority this
21 day of October 2026.
st
TIKAN SINGH
VICE PRESIDENT
Southern California Public
Power Authority
ATTEST:
DANIEL E GARCIA
ASSISTANT SECRETARY
Southern California Public
Power Authority
MASTER PROFESSIONAL SERVICES AGREEMENT
BETWEEN
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
AND
TRC ENGINEERS, INC.
This MASTER PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is dated and
effective October 21, 2026, by and between TRC ENGINEERS, INC. ("Consultant"),a California
corporation, located at 6 Executive Circle, Suite 200, Irvine, CA 92614, and Southern California
Public Power Authority ("SCPPA"), a joint powers agency created pursuant to the laws of the State
of California, with offices at 1160 Nicole Court, Glendora, California 91740. SCPPA and
Consultant are also referred to herein individually as “Party” and together as “Parties.” Any of the
terms defined herein may, unless the context otherwise requires, be used in the singular or the
plural, depending on the reference.
WHEREAS, SCPPA member utilities (“Members”) are engaged in the generation,
transmission, and distribution of electrical energy to retail customers; and
WHEREAS, SCPPA has been formed for the purpose of undertaking the planning,
financing, development, acquisition, construction, reconstruction, improvement, enlargement,
betterment, operation, or maintenance of projects involving the generation, transmission, and
distribution of electrical energy for the benefit of its Members (“Purpose”); and
WHEREAS, SCPPA has a need for goods and/or professional and technical services
including studies and reports to facilitate SCPPA’s Purpose and that support its Members’
procurement of generation and transmission resources and their obligation to first acquire energy
efficiency and demand reduction resources that are cost effective, reliable, and feasible as
mandated by Section 9615 of the California Public Utilities Code; and
WHEREAS, Consultant is qualified and capable of providing the goods and/or services
specified herein which are consistent with SCPPA’s Purpose.
NOW, THEREFORE, in consideration of the premises herein and for other good and
valuable consideration, the Parties agree as follows:
1. Work to be Provided:
SCPPA engages Consultant to provide goods and/or services and related tasks (“Goods” or
“Services,” respectively, or collectively “Work”) outlined in Exhibit A for itself and its
SCPPA MGSA 10-21-2026
1
TRC Engineers, Inc.
Members to utilize pursuant to one or more separate task orders (“Task Order”) substantially
in the form attached hereto as Exhibit C. The Work performed and provided by Consultant
under all Task Orders shall be based upon the price terms listed in Exhibit B, provided that in
no event shall the payments to Consultant exceed the designated maximum amount listed in
Exhibit B for all Task Orders under this Agreement. Each Task Order shall specify the tasks
and assignments from among the Work identified in Exhibit A, to be performed and provided
by Consultant. Each Task Order may include a cap for all payments for Work performed and
provided under each individual Task Order and a time schedule for completion of the Work.
Any Member that elects to participate in any individual Task Order is referred to herein as the
"Participating Member."
2. Consultant’s Services and Personnel:
(a) Independent Contractor. Consultant is an independent contractor. Neither the Consultant
nor the Consultant’s employees or agents are employees of SCPPA or any Member and
shall not be entitled to any employment benefits or rights afforded by SCPPA or Members
to their employees, including, but not limited to, sick leave, vacation leave, paid leave,
holiday pay, retirement benefits, worker’s compensation, or other insurance benefits.
Consultant hereby warrants that: (1) The Consultant and its employees and agents are free
from the control and direction of SCPPA and its Members in connection with the
performance of the work to be provided hereunder, both under this contract and in fact, (2)
The Consultant and its employees and agents perform work that is outside the usual course
of SCPPA’s business, and (3) the Consultant and its employees and agents performing
Work under this Agreement are customarily engaged in an independently established trade,
occupation, or business of the same nature as that involved in the Work to be performed
under this Agreement. Consultant shall furnish the Work according to its own manner and
methods except as required by applicable laws and this Agreement. Consultant shall have
no authority, express or implied, to act on behalf of or bind SCPPA or Members to any
obligation in any capacity whatsoever as agent or otherwise.
(b) Subcontractors. Consultant may use the services of subcontractors to perform a portion of
its obligations under this Agreement with the prior written approval of SCPPA. All
subcontractors retained by Consultant shall be duly licensed as required by law.
Subcontractors shall be provided with a copy of this Agreement and Consultant shall cause
all subcontractors to comply with the same and agree in a separate writing to be bound by
its terms. Consultant shall be the responsible party with respect to all actions of its
subcontractors. Consultant’s visit to and time spent at SCPPA, Member, or project site
locations shall be subject to normal business hours, appropriate safety standards, and
security requirements.
(c) Prevailing Wages. Work by persons deemed to be employees of Consultant may be subject
to prevailing wages under California Labor Code 1770 et seq. Consultant is solely responsible
for compliance with prevailing wage requirements, where applicable.
SCPPA MGSA 10-21-2026
2
TRC Engineers, Inc.
(d) Indemnity. Consultant shall indemnify, defend, and hold harmless SCPPA and Members,
and their respective officers, employees, assigns, and successors in interest from and against
any and all liability, claims, suits, demands, damages, fines, penalties, wages, costs or expenses
pertaining to (i) prevailing wage laws and (ii) the payment of any employee and/or employer
contributions for the California Public Employees Retirement System (“PERS”) benefits on
behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of
any penalties and interest on such contributions which would otherwise be the responsibility
of SCPPA or Members. This indemnification is intended to supplement and is not intended to
limit or exclude the application of the indemnification requirements provided in Section 8
hereof.
3. Standard of Care:
The Consultant will perform Work under this Agreement with the degree of skill and diligence
normally practiced in the same industry by consultants performing the same or similar work
for a project of similar size, scope, and complexity during the time which the Services are
provided, and in a similar locality, under similar circumstances (“Standard of Care”). Nothing
in this Agreement will be interpreted to require Consultant to perform professional services to
any higher standard or have any obligation in the performance of professional services in
excess of what is required by the Standard of Care, and this paragraph will control over any
contrary provision. Consultant shall comply with all Federal, State, County, local and other
governing laws, rules and regulations applicable to the performance of the Work under this
Agreement, including Participating Member(s) business practices or other requirements as set
forth in any applicable Task Order, including, but not limited to, equal opportunity practices,
living wage ordinances, applicable business licenses, taxpayer protection acts (limiting gifts or
campaign contributions), and assignment of antitrust causes of action. Consultant represents and
warrants that it is appropriately licensed, qualified, and experienced to provide the Work.
Consultant acknowledges that it may be subject to the requirements of the California Consumer
Privacy Act (“CCPA”) and the California Privacy Rights Act and represents that all Work
performed hereunder shall comply with such requirements where applicable. Consultant shall
be in full compliance with all applicable rules, regulations, guidelines, and procedures adopted
by any Card Association or Payment Network relating to the privacy and security of
Cardholder and Card transaction data, including without limitation the most up to date version
of the Payment Card Industry Data Security Standards (PCI-DSS), as amended from time to
time by the Payment Card Industry Security Standards Council. If requested, Consultant agrees
to execute a non-disclosure agreement or other ancillary agreement to document Memberspecific requirements for purposes of addressing CCPA, California Public Records Act
(“CPRA”), California Privacy Rights Act, confidentiality and/or cybersecurity concerns.
4. Amendments:
Amendments to this Agreement must be in writing and signed by both Parties. No Task Order
issued under this Agreement may be amended except by written agreement executed by
Consultant, SCPPA and the Participating Member, provided further that if a Participating
Member has elected to confirm its Task Order participation through a letter to SCPPA, the
SCPPA MGSA 10-21-2026
3
TRC Engineers, Inc.
Participating Member shall have submitted a new letter to SCPPA requesting the amendment
to the Task Order prior to SCPPA’s execution of the amended Task Order.
5. Payment:
SCPPA shall pay Consultant for Work in accordance with the terms of this Agreement and the
applicable Task Order. Consultant is not authorized to perform any Work or incur any costs
whatsoever until: (1) a Task Order has been signed by both Parties (and the Participating
Member has signed either the Task Order or a letter to SCPPA confirming the Participating
Member’s participation in the Task Order); and (2) a written purchase order providing
authorization for the start of Work for such Task Order has been issued to the Consultant by
the SCPPA designated representative. In addition to any specific requirements in a Task Order,
each invoice from Consultant shall include the following:
a. A reference to the purchase order number issued by SCPPA for such Work to be
performed under the Agreement and Task Order and any other number assigned by
SCPPA for invoices under this Agreement;
b. Name of each Participating Member that has received Goods and/or Services for which
the invoice is being issued by Consultant; and
c. The basis for the amount invoiced, including a description of Goods and/or Services
provided.
Consultant shall submit all invoices to SCPPA. Consultant shall submit invoices at no more
than monthly intervals and no later than thirty (30) days after completion of the Work covered
by the invoice. Invoices delivered to SCPPA shall be sent to [email protected].
Invoices received by SCPPA on or before the 15th day of a given month and subsequently
approved by the Participating Member(s) on or before the 25th day of the same month, shall be
paid by SCPPA before the end of the following month. All other properly invoiced amounts
shall be paid not more than sixty (60) calendar days after delivery of an invoice, provided that
the funds for the payment of such invoices have been transmitted to SCPPA by the
Participating Member(s). SCPPA shall inform Consultant of any disputed invoice amounts
within thirty (30) calendar days of receipt of the invoice by SCPPA. SCPPA may withhold
payment of such disputed amounts until both Parties have reached agreement on the proper
amount of the invoice.
6. Taxes:
All taxes imposed on Consultant’s income, imposed, or assessed by reason of this Agreement
or its performance, including but not limited to sales or use taxes, shall be paid by Consultant.
Consultant shall be responsible for any taxes or penalties assessed by reason of any claims that
Consultant is an employee of SCPPA.
7. Audit:
During the Agreement’s term and for a period of four years after the termination or
SCPPA MGSA 10-21-2026
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TRC Engineers, Inc.
expiration of the Agreement, Consultant shall (a) maintain all records, books, papers, or
documents related to Consultant’s performance of the Agreement (“Records”); and (b)
provide SCPPA or its representatives, at all reasonable times, the right to examine, excerpt,
photocopy, photograph, or transcribe such Records, including but not limited to direct and
indirect charges and detailed documentation for Work that Consultant has performed or will
perform under the Agreement.
8. Indemnity; Liability:
Indemnity. To the maximum extent permitted by law, including but not limited to pursuant to
California Civil Code Section 2782.8, Consultant shall defend, indemnify and hold harmless
SCPPA, Participating
Member(s) and their officers, agents, representatives and employees from and against any
and all suits and causes of action, claims, charges, damages, demands, judgments, civil fines
and penalties, or losses of any kind or nature whatsoever for death, bodily injury or personal
injury to any person, including Consultant's employees and agents, or damage or destruction
to any property of either Party, or third person in any manner arising by reason of negligent
acts, errors, omissions or willful misconduct incident to the performance of this Agreement
on the part of the Consultant, or the Consultant's officers, agents, employees, or
subcontractors of any tier, except for the sole active negligence or willful misconduct of
SCPPA, Participating Member(s) and their officers, agents, representatives or employees.
Consultant shall promptly notify SCPPA of any Claim(s) against the Consultant or any of
Consultant’s directors, employees, subcontractors of any tier, or agents, arising out of or
related to Services being performed or Goods to be provided under this Agreement.
Liability. Notwithstanding anything to the contrary in this Agreement, Consultant and SCPPA
waive any and all claims against each other for incidental and/or consequential damages arising
out of or relating to this Agreement, regardless of whether such damages were foreseeable and
whether or not the culpable Party was advised of the possibility of such damages, provided
however, that this limitation of liability shall not apply to fraud, willful misconduct, violation
of law, whether willful or negligent, and data breaches. Except as otherwise limited in the
previous sentence, this mutual waiver is applicable, without limitation, to all consequential
damages due to either Party’s breach or termination of the Agreement. Additionally, except
for data breaches, gross negligence or willful misconduct, and intellectual property
infringement, or violation of law, whether willful or negligent, each Party’s total aggregate
liability to the other under any Task Order issued pursuant to this Agreement arising out of or
in any way related to Consultant’s work, from any cause or causes whatsoever, is limited to
the total amount paid to Consultant under that Task Order.
9. Intellectual Property Infringement:
Consultant shall defend, indemnify, and hold harmless SCPPA and each Participating Member
from and against any loss, cost, and expense that SCPPA or each Participating Member incurs
because of a claim that any deliverables, materials, software, or hardware or equipment
(hereinafter “Product”) provided pursuant to this Agreement infringes on the intellectual
SCPPA MGSA 10-21-2026
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TRC Engineers, Inc.
property rights of others. Consultant’s indemnification obligation under this Section 9 is
conditioned on the following: (i) SCPPA must notify Consultant of any such claim and (ii) the
claim must not arise from modifications to or misuse of the Product by SCPPA or the
Participating Member. In the event of an infringement claim, Consultant, at its sole option and
expense, may (A) retake title and possession of the Product and refund all compensation paid
by SCPPA, or (B) obtain for SCPPA and any Participating Member the right to continue
usingthe Product under the terms of this Agreement as was being used prior to the infringement
claim; or (C) replace for SCPPA and any Participating Member the Product with another that
is substantially equivalent in function, or modify the Product so that it becomes non-infringing
and substantially equivalent in function. Consultant’s election in response to an infringement
claim as described in this Section 9 shall not result in any additional costs or liability to SCPPA
and any Participating Member.
10. Insurance:
Consultant shall at its sole cost and expense procure, provide, and maintain, and shall require
each subcontractor (regardless of tier) to provide and maintain, in effect during the
performance of any Work under this Agreement, and with respect to subparagraphs (d) and (e)
below, the period of time specified therein, insurance coverage with carriers reasonably
satisfactory to SCPPA, as follows:
(a) Workers’ Compensation insurance in accordance with statutory limits, as required by the
state in which the services are to be performed, including a waiver of subrogation favoring
SCPPA, and Employer’s Liability insurance with limits of not less than one million dollars
($1,000,000) each employee for accident, $1,000,000 each employee for disease, and
$1,000,000 policy limit for disease.
(b) Commercial General Liability insurance providing coverage for bodily injury, property
damage, personal injury, advertising liability, blanket contractual liability, Consultant’s
obligations under this Agreement, products and completed operations, and coverage for
independent contractors with limits of not less than one million dollars ($1,000,000) for
each occurrence. Such policy shall cover SCPPA and each Participating Member as an
additional insured, include a severability of interest provision, and be primary and not
contributory with respect to any insurance carried by SCPPA or Participating Members.
(c) Commercial Automobile Liability insurance providing coverage for all owned, nonowned, and hired automobiles used by Consultant in the performance of the Work with a
combined single limit of not less than one million dollars ($1,000,000) for each occurrence
of bodily injury and property damage.
(d) Errors & Omissions/Professional Liability insurance, including coverage for liability
arising from intellectual property infringement, information technology and software
development services, with limits of one million dollars ($1,000,000) per claim and in the
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aggregate. The policy must be kept in force during the life of the contract and for three
years (either as a policy in force with “prior acts” coverage covering the Agreement’s term,
or under an extended reporting provision) after contract termination.
(e) Cyber Security Coverage including technology / professional liability insurance,
intellectual property infringement, and data protection liability insurance. Consultant shall
procure and maintain coverage for cyber liabilities and financial loss resulting or arising
from acts, errors, or omissions, in connection with data maintenance, hosting, software
development and other information technology services provided under this agreement.
Coverage shall include protection for liability arising from:
1. intellectual property infringement arising out of software and/or content (excluding
patent infringement and misappropriation of trade secrets);
2. breaches of security;
3. violation or infringement of any right, privacy, breach of federal, state, or foreign
security and/or privacy laws or regulations; and,
4. data theft, damage, destruction, or corruption, including without limitation,
unauthorized access, unauthorized use, identity theft, theft of personally
identifiable information or confidential corporate information, transmission of a
computer virus or other type of malicious code; and participation in a denial of
service attack on a third party.
The minimum limits shall be three million dollars ($3,000,000) for each claim and in the
aggregate.
Such insurance must address all of the foregoing without limitation if caused by an
employee of the Consultant or an independent contractor working on behalf of the
Consultant in performing Work under this contract. Policy must provide coverage for
wrongful acts, claims, and lawsuits anywhere in the world. The policy must be kept in force
during the life of the contract and for three years (either as a policy in force with “prior acts”
coverage covering the Agreement’s term, or under an extended reporting provision) after
contract termination.
(f) All required policies shall provide not less than thirty (30) calendar day notice of
cancellation to SCPPA.
The insurance to be provided by Consultant under this Agreement shall not include any of the
following: except for Professional Liability Insurance, any claims-made insurance policies;
any self-insured retention or deductible amount greater than two hundred fifty thousand dollars
($250,000) unless approved in writing by SCPPA; any endorsement limiting coverage
available to SCPPA or Participating Members that is otherwise required by this Section 10;
and any policy or endorsement language that (i) negates coverage to SCPPA or Participating
Members for SCPPA’s or Participating Members’ own negligence; (ii) limits the duty to
defend SCPPA or Participating Members under the policy; (iii) provides coverage to SCPPA
or Participating Members only if Consultant is negligent, or (iv) permits the recovery of
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defense costs from any additional insured. The insurance provided under this Agreement shall
not contain any restrictions or limitations which are inconsistent with SCPPA’s or the
Participating Members’ rights under this Agreement.
Consultant shall furnish SCPPA proof of all specified insurance evidencing the required
coverages prior to commencement of Work under this Agreement or any Task Order issued
pursuant to this Agreement. Consultant shall provide SCPPA a new or renewed certificate of
insurance upon any changes or modifications to coverage including any extension or renewal
of required insurance coverage; provided that any changes or modifications to coverage shall
be consistent with the requirements of this Agreement.
The insurance requirements set forth in this Section 10 are separate and independent from the
indemnification and defense provisions of this Agreement. The insurance provisions do not
limit the applicability, scope, or obligations of indemnification and defense obligations of
this Agreement, and this Agreement’s indemnification and defense obligations do not limit
the insurance coverage requirements of this Agreement.
11. Term and Termination; Survival:
(a) The term of this Agreement shall be three (3) years from the date hereof at which time it
shall either expire or be extended by written agreement of the Parties for one (1) or more
additional terms totaling no more than three (3) years, unless sooner terminated in
accordance with this Section 11.
(b) Either Party may terminate this Agreement, or any Task Order hereunder, with or without
cause, upon thirty (30) calendar days’ written notice to the other Party. Upon such
termination, (i) Consultant shall reimburse SCPPA for all payments made by SCPPA for
Work not yet completed and supplied, or (ii) if outstanding payments are owed to
Consultant, SCPPA shall pay Consultant for all Work satisfactorily performed and supplied
in accordance with this Agreement up to the date of termination.
(c) No Task Order shall be executed pursuant to this Agreement if the time or deadline for
performance thereof extends beyond the then-applicable expiration date of the Agreement.
Notwithstanding the foregoing, at SCPPA’s sole discretion and for good cause shown, this
Agreement shall not expire while Work to be performed under an existing Task Order
remains incomplete.
(d) Termination for Conflicts of Interest. Consultant confirms that it understands the conflicts
of interest codes and requirements applicable to its profession, as well as the requirements
of California Government Code Section 1090, et seq. and Section 87100, et seq. Consultant
represents and certifies that it is unaware of any conflict of interest relating to this
Agreement and that SCPPA, its Members, and their respective officers, agents, employees,
representatives, and elected and appointed officials do not, and will not, have any indirect
or indirect financial interest in this Agreement. Consultant will immediately inform SCPPA
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about any conflict of interest that may arise as a result of any change in circumstances.
Notwithstanding any other provision of this Agreement, it is further understood and agreed
that if such conflict of interest does exist or develop, SCPPA may immediately terminate
this Agreement by giving Consultant written notice thereof.
(e) Survival. Any rights or obligations pursuant to Sections 2(d), 3, 5-12, 14, 17-19 shall
survive the termination or expiration of this Agreement.
12. Use and Ownership of Work Product:
(a) As used in this agreement, the term “Work Product” means any and all deliverables or
materials fixed in a tangible medium of expression, including software code, written
procedures, written documents, abstracts, and summaries thereof, or any portions or
components of the foregoing created, written, developed, conceived, perfected, or designed
in connections with the Work provided under this Agreement.
(b) SCPPA and the Participating Members shall retain all rights, title, and interest in and to the
Work Product, including all intellectual property rights therein and any and all
enhancements, improvements, and derivative works thereof, and Consultant obtains no
rights therein.
(c) Notwithstanding anything to the contrary herein, to the extent any Work Product includes
proprietary information that is not prepared exclusively and solely for SCPPA and the
Participating Members, such proprietary information will remain the property of
Consultant, but SCPPA and the Participating Members will have unrestricted and nonexclusive rights and perpetual license to use such information. Consultant’s proprietary
information, includes, but is not limited to, its pre-existing documents, know-how,
methodologies, techniques, processes, tools, trade secrets, logic, templates, programs,
software, inventions, intellectual property, or systems utilized or developed prior to the
effective date of the Agreement, or developed for work being provided to any person or
entity other than SCPPA and the Participating Members, and/or owned or duly licensed by
Consultant and used in the performance of the Services and/or embedded in the Work
Product, and any improvements or modifications thereto which may be developed or
created by Consultant in the course of or as a consequence of performing the Services.
13. Information Provided by Others:
To the extent reasonably available to SCPPA and/or the Participating Members, and not
otherwise subject to any confidentiality requirement, SCPPA and/or the Participating
Members, upon Consultant’s request, shall provide to the Consultant in a timely manner any
information reasonably needed to perform the Work hereunder. Consultant may rely on the
accuracy of information provided by SCPPA and Participating Members. Any Customer Data
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(as defined in Section 13 herein) furnished to Consultant by SCPPA or Participating Members
shall be deemed Confidential Information subject to Section 14 of this Agreement.
14. Confidential Information:
As used herein, “Customer Data” shall mean any and all data that describes anything
whatsoever about an individual customer of a Participating Member, such as address,
employment, contact information, usage history, financial transactions and/or credit history, or
that affords a clear basis for inferring things done by or to an individual or entity such as a
record of a person’s presence in a place, or requests for temporary changes in service.
“Customer Responses” shall be all information or opinion collected or gathered from an
individual customer of a Participating Member, either verbally, in writing, or electronically.
Either Party (as to information disclosed, the "Disclosing Party") may provide the other (as to
information received, the "Receiving Party") with information in connection with this
Agreement that it may deem to be “Confidential Information” as defined herein. Confidential
Information shall mean any and all: (1) Customer Data provided by SCPPA or any
Participating Member to Consultant or any of Consultant’s subcontractors; (2) Customer
Responses collected by Consultant or any of Consultant’s subcontractors from customers of
any Members; and (3) any information provided to one Party from another that is labeled
and/or marked confidential. Receiving Party agrees: (a) to use or reproduce the Confidential
Information only as necessary to realize the benefits of or perform its obligations under this
Agreement and for no other purpose, (b) to take reasonable measures to prevent disclosure of
the Confidential Information to third parties, and (c) not to disclose the Confidential
Information to a competitor of Disclosing Party.
Notwithstanding the foregoing, Confidential Information does not include information which
(i) at the time of disclosure is within the public domain through no breach of this Agreement
by either Party; (ii) has been known or independently developed by and is currently in the
possession of recipient prior to disclosure or receipt thereof; (iii) was or is acquired by recipient
from a third party (other than a Participating Member customer contacted by Consultant in the
course of performance of this Agreement) or (iv) disclosed pursuant to a legal requirement or
order. The recipient may disclose the Confidential Information on a need-to-know basis to its
contractors, agents and affiliates who agree to confidentiality and non-use terms that are
substantially similar to these terms.
In the case of a bona fide request received by SCPPA under the California Public Records Act
(“CPRA,”) Cal. Gov't Code § 7920.000 et seq.) from a third party for access to Consultant’s
Confidential Information subject to this Agreement, or as may otherwise be required by the
California Ralph M. Brown Act (“Brown Act”) (California Government Code §§ 54950 et.
seq.), SCPPA shall notify Consultant of such request and shall seek to follow Consultant's
reasonable instructions in responding thereto subject to the understanding that SCPPA cannot
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delegate the responsibilities imposed on it by the CPRA or Brown Act to Consultant. SCPPA’s
responsibilities under both the CPRA and Brown Act shall be determined in the sole discretion
of SCPPA. In the event access to such Confidential Information is denied and the third party
requesting the same initiates litigation to compel access under the CPRA, SCPPA shall
promptly advise Consultant of such litigation, and SCPPA shall have no other duty or
obligation to Consultant under this Agreement with respect to the denial of access to such
Confidential Information or to oppose or defend any such litigation. Consultant, at its own cost
and expense, shall indemnify, defend, and hold SCPPA free and harmless from such litigation
or any claim, suit, cost, expense, attorneys’ fees, judgment, or order related thereto or otherwise
arising from the denial of access to Consultant’s Confidential Information to said third party.
If Consultant is requested or required, pursuant to any order, rule, ruling, discovery request,
subpoena, civil investigation or similar process to disclose any of SCPPA’s or Participating
Members’ Confidential Information, Consultant shall provide prompt written notice to each of
SCPPA and the affected Participating Members of such request or requirement so that SCPPA
and the affected Participating Members may, at their own expense, seek a protective order or
other appropriate remedy concerning such disclosure.
Confidential Information must be kept in a secure location. Confidential Information received
from or pertaining to customers of a Member shall only be provided by Consultant to the
Participating Member providing service to that customer, and to no other party, and Consultant
shall implement and maintain reasonable security procedures and practices appropriate to the
nature of the information to protect the personal information from unauthorized access,
destruction, use, modification, or disclosure. Consultant shall, when directed by SCPPA, create
aggregated data derived from Confidential Information in such a way that individual customer
responses or data cannot be determined. Consultant shall retain the Confidential Information
only so long as it is necessary to perform Consultant’s tasks under the Agreement, and after
such time, the Confidential Information shall be returned to SCPPA or at SCPPA’s written
request, destroyed, and Consultant shall retain no copies of the Confidential Information.
Under no circumstance may Consultant, or its officers, employees, subcontractors, or agents
use Confidential Information of SCPPA or its Members for any commercial purpose not related
to the primary purpose of this Agreement. Notwithstanding the forgoing, Consultant shall not
be required to alter, modify, delete, or destroy computer back-up media made in the ordinary
course of business, one archival copy of the Confidential Information, or information required
by law to be maintained, provided that any such information is maintained in confidence
pursuant to this Agreement.
Consultant shall be responsible for ensuring that any subcontractors used to provide Goods and
Services that have access to Confidential Information or who shall collect Customer Responses
comply with the provisions of this Section 13.
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Notwithstanding these restrictions, only where permitted by law, including as limited by
Section 1798.98 of the California Civil Code and Section 8381 of the California Public Utilities
Code, (a) Consultant may disclose Confidential Information to its affiliates and subcontractors
to the limited extent necessary for the performance of the Agreement, (b) a Receiving Party
may disclose Confidential Information to its auditors, (c) SCPPA may disclose Confidential
Information to Members, and (d) a Receiving Party may disclose Confidential Information to
any other third party with the prior written permission of Disclosing Party, and in each case,
only so long as the Receiving Party obtains a non-disclosure commitment from any such
subcontractors, auditors, lenders or other permitted third party that prohibits disclosure of the
Confidential Information and provided further that the Receiving Party remains responsible
for any unauthorized use or disclosure of the Confidential Information. Each Disclosing Party
warrants that it has the right to disclose the information that it discloses.
15. Right to Inspect Property: Upon reasonable notice to Consultant, SCPPA and/or
Members shall have the right during the performance of the Work to inspect the site where
the Work is to be performed, subject in all cases to all applicable rules, policies and
regulations related to safety, as well as state and local building code and ordinance
compliance, including Consultant and its subcontractors' reasonable safety precautions,
provided that such inspection and presence does not unreasonably interfere with or delay
the completion of the Work and Consultant's performance of its other obligations under
this Agreement.
16. Recycled Materials:
In accordance with California Public Contract Code section 22152 et seq., Consultant shall
certify the minimum, if not the exact, percentage of postconsumer materials in the materials,
Goods, or supplies offered or sold pursuant to this Agreement, including, where applicable,
printer cartridges. Where applicable, the Consultant shall ensure that any printing paper used
meets the recycled content requirements set forth in Section 12209 of the California Public
Contract Code.
17. Title to Goods; Warranties:
(a) Title to Goods. The risk of loss and title to Goods supplied by Consultant to SCPPA
pursuant to the Work scope shall pass upon delivery to SCPPA, unless otherwise specified
in the Work scope.
(b) Warranties. Consultant warrants that Goods shall be delivered free from defects in material,
workmanship, and title to any warranty provided by the manufacturer and hereby assigns
all such warranties to owner and that the Work shall be performed in a competent,
diligent manner in accordance with any mutually agreed specifications, as identified in
Exhibit A and/or the specific Task Order. Consultant’s Work shall comply with the
Standard of Care. Any and all written warranties asserted by Consultant shall be
incorporated herein as Exhibit D. In the event the Goods and Services do not conform,
such nonconforming Goods and Services shall be corrected by Consultant; SCPPA shall
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promptly notify Consultant in writing within one year after the work is complete.
Consultant shall (i) at its option, repair or replace defective Goods and (ii) re-perform
defective services. If despite Consultant’s reasonable efforts, non-conforming Goods
cannot be repaired or replaced, or non-conforming services cannot be re-performed, then,
without limitations to SCPPA’s legal and equitable remedies and any remedies provided
under this Agreement, Consultant shall refund, or credit monies paid by SCPPA for such
non-conforming Goods and Services. Except for the express warranties set forth in this
agreement, Consultant expressly disclaims and excludes any and all warranties and
representations, whether written or oral, whether express, implied, statutory, or
otherwise, including, but not limited to, any warranty of merchantability, any warranty
of fitness for a particular purpose or intended purpose, and any course of dealing, course
of performance, or usage in trade. For the avoidance of doubt, Consultant’s warranties
do not cover normal wear and tear, or any loss, damage, or failure to the extent caused
by SCPPA or any third party.
18. Dispute Resolution:
In the event of a dispute between the Parties either Party may deliver to the other Party a notice
of dispute with a detailed description of the underlying circumstances for the dispute. The
dispute notice shall include a schedule of availability of the notifying Party’s officers having a
title of senior vice president or equivalent or higher duly authorized to settle the dispute during
the thirty (30) calendar day period following delivery of the dispute notice. The recipient Party
shall, within five (5) business days of receipt of the dispute notice, provide to the notifying
Party a parallel schedule of availability of its officers having a title of senior vice president or
equivalent or higher duly authorized to settle the dispute. The senior officers of the Parties
shall meet and confer as often as reasonably necessary during the thirty (30) day period in good
faith negotiations to resolve the dispute. In the event the dispute is not resolved within the
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thirty (30) calendar day period then either Party may pursue any legal remedy available to it;
provided further, however, nothing herein shall prohibit either Party from pursuing temporary,
injunctive, or equitable relief during this thirty (30) calendar day period.
19. Representatives:
SCPPA’s representative for administration of this Agreement:
Brandon Czworniak, (626) 793-9364, and e-mail address is [email protected]. All
questions to SCPPA pertaining to this Agreement shall be referred to the person named
above.
Consultant’s representative for this Agreement:
Jonathan Rossi, (925) 325-7233 and [email protected]. All questions to Consultant
pertaining to this Agreement shall be referred to the person named above.
The representatives set forth herein shall have authority to give all notices required herein.
20. Notices:
Notices, requests, demands and other communications made pursuant to this Agreement shall
be deemed given only if in writing signed by an authorized representative of the sender and
delivered by first class mail, electronic mail, or by a courier or service guaranteeing overnight
delivery to the receiving party, addressed as follows:
To SCPPA:
Executive Director
1160 Nicole Court
Glendora, CA 91740
[email protected]
To Consultant:
Jeffery Funk
Director, Contracts – Advanced Energy 21 Griffin
Road North Windsor, CT 06095
[email protected]
Either party may change its contact information for the purposes of this Agreement by giving
written notice of such change to the other party in the manner provided in this Section.
Notice shall be deemed effective: 1) immediately, upon personal delivery or upon transmission
by electronic mail accompanied by a telephone call to the intended recipient; 2) one (1)
calendar day after transmission by electronic mail not accompanied by a telephone call; 3) five
(5) calendar days after deposit in first class mail, if mailed within the United States; and 4) ten
(10) calendar days after deposit in the mail, if mailed from outside the United States.
21. Miscellaneous:
(a) Assignment – This Agreement is binding upon and shall inure to the benefit of SCPPA and
Consultant and their respective successors and assigns. Neither Party may assign its rights
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or obligations hereunder without the prior written consent of the other Party; provided,
however, that either Party may assign this Agreement to a successor of the Party’s entire
business relating to this Agreement.
(b) Integration; Conflicts – This Agreement, including Exhibits hereto, contains the entire
agreement between the Parties and supersedes all prior negotiations, representations, or
agreements, whether written or oral. In the event of any conflict between the terms of this
Agreement and the Exhibits hereto, or any Task Order or purchase order issued hereunder,
the terms of this Agreement shall control. In the event of any conflicts between the Exhibits
and any Task Order or purchase order, the Exhibits shall control. In the event of a conflict
between any Task Order or purchase order, the Task Order shall control.
(c) Third Party Beneficiary – SCPPA Participating Members are not parties to this
PROFESSIONAL SERVICES AGREEMENT but are third party beneficiaries to the
PROFESSIONAL SERVICES AGREEMENT and are entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if they were parties hereto.
(d) Waiver – The failure to enforce any terms of this Agreement or the waiver of any breach
of this Agreement shall not constitute a waiver of any other breach or a relinquishment of
right to enforce the same or any other provision of this Agreement.
(e) Severability – If any provision of this Agreement is rendered invalid or unenforceable
under any circumstance, the remainder of this Agreement shall continue to be in full force
and effect and the provision declared invalid or unenforceable shall continue to be in full
force and effect as to other circumstances in accordance with the laws of the State of
California.
(f) Governing Law – This Agreement is entered into in Los Angeles County in the State of
California and shall be governed by, and construed in accordance with, the laws of the
State of California.
(g) Venue – All litigation arising out of, or relating to this Agreement, shall be brought in a
state or federal court in the County of Los Angeles in the State of California, and both
Parties waive any defense of forum non conveniens.
22. Execution in Counterparts, Electronic Signatures and Document Transmission:
This Agreement may be executed in counterparts, and, upon execution by each signatory, each
executed counterpart shall have the same force and effect as an original instrument and as if
all signatories had signed the same instrument. Any signature page of this Agreement may be
detached from any counterpart of this Agreement without impairing the legal effect of any
signature thereon, and may be attached to another counterpart of this Agreement identical in
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form hereto by having attached to it one or more signature pages.
The Parties may execute this Agreement by manual signature or by electronic signature, each
of which shall have the same force and effect. A signed copy of this Agreement transmitted by
facsimile, email or other means of electronic transmission shall be deemed to have the same
legal effect as delivery of an original executed copy of this Agreement for all purposes, to the
extent provided under applicable law, including California’s Uniform Electronic Transactions
Act.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written
above.
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY
By:
DANIEL E GARCIA
Executive Director
Approved as to Legal Form:
CHRISTINE GODINEZ
General Counsel
TRC ENGINEERS, INC.
By:
[ PRINTED NAME IN CAPS ]
[ Printed Title ]
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EXHIBIT A
SCOPE OF WORK TO BE PROVIDED UNDER THIS AGREEMENT
Goods and/or Services not expressly set forth in this Exhibit A are excluded.
1. Energy Efficiency and Demand Reduction Program Design and Development
Consultant will deliver exceptional results in energy efficiency and demand reduction program
design and development. We will tailor our approach to address the specific requirements of
SCPPA and its Member utilities, validating every program to align with utility objectives,
regulatory mandates, and California’s policy environment.
•
Program Design
Consultant will provide program design and planning services to support the development
and implementation of energy efficiency, demand-side management, and demand response
programs for SCPPA Members. Consultant can develop program concepts, frameworks, and
implementation strategies tailored to Member needs, customer segments, and applicable state
and local requirements.
Consultant can conduct market research, customer and stakeholder engagement, and market
assessments to identify program opportunities, participation potential, and barriers to
implementation. Consultant can also use historical participation data, market research, and
industry recognized methodologies to develop participation forecasts, energy and demand
savings estimates, program budgets, and achievable savings goals.
Consultant can evaluate proposed measures, programs, and portfolios for cost-effectiveness
using applicable industry and regulatory methodologies. Consultant can also develop and
recommend incentive structures and program offerings tailored to specific customer sectors,
market conditions, and Member objectives.
Consultant can support program alignment with applicable regulatory requirements, industry
standards, and SCPPA Member objectives. This can include developing documentation to
support regulatory filings, reporting, compliance, and audit readiness. Consultant can also
review and refine program designs based on market conditions, participation trends,
stakeholder feedback, program performance, emerging technologies, and changes in
regulatory requirements.
•
Program Policies and Procedures
Consultant will provide support in developing, reviewing, and updating program policies, guidelines,
and procedures for SCPPA Members. Consultant can establish standardized program administration
processes designed to promote consistency, transparency, and efficient program delivery while
reducing administrative burden.
Consultant can develop procedures for participant and contractor management, program eligibility,
application and approval processes, incentive administration, documentation, data management,
quality control, and reporting. Consultant can also assist Members in aligning program procedures
with existing customer relationship management (CRM) systems and other administrative platforms
to support efficient data collection, tracking, reporting, and program oversight.
•
Program Documentation and Review: Oversight and Reporting
Consultant will provide program documentation, review, oversight, and reporting services to
support the effective administration and evaluation of SCPPA Member programs. Consultant
can develop standardized project documentation, summary forms, review procedures,
approval processes, and other templates to support consistent program implementation and
applicable evaluation, measurement, and verification (EM&V) requirements.
Consultant can establish and maintain program tracking and reporting tools that provide
Members with visibility into project and program status, participation, expenditures, savings,
and other relevant performance metrics. Consultant can also provide ongoing review and
quality control of program documentation and project activities to support data accuracy,
transparency, and accountability.
Consultant can assist Members with program reporting, EM&V documentation, regulatory
submissions, audit preparation, and other compliance requirements.
•
Savings Calculation Tools
Consultant will develop, customize, maintain, and update savings calculation tools to support
the estimation and reporting of energy and demand savings associated with SCPPA Member
programs and projects. Tools will utilize industry accepted and applicable regulatory
methodologies and will be designed to provide transparent, consistent, and defensible savings
estimates while allowing for updates as technical standards, requirements, and methodologies
evolve.
Consultant can develop customized calculation tools, data collection forms, spreadsheets, and
other analytical tools for specific energy efficiency measures, technologies, and program
applications. Consultant can also perform whole building energy modeling using industry
recognized software when a more comprehensive analysis is appropriate. Services may
include analysis of HVAC systems, chillers and boilers, variable frequency drives, demand
controlled ventilation, building envelope improvements, operational changes, and other
energy efficiency measures.
Consultant can validate modeled results against historical facility data, regional
benchmarking data, applicable industry standards, or comparable facilities to assess the
reasonableness of projected savings. Where technologies or projects are not well suited for
standard modeling approaches, Consultant can develop customized calculation
methodologies based on available field data, engineering analysis, and applicable technical
standards.
Consultant will work with SCPPA Members throughout the development and review process
to incorporate Member feedback and ensure that calculation tools meet the intended program
requirements. Consultant can also assemble appropriate technical, engineering, energy
auditing, and analytical expertise to develop, review, and update calculation tools.
General Savings Calculation Tool Development Process
The following table summarizes the general process for developing and updating savings calculation tools. The
process may be adapted based on the specific needs, complexity, and requirements of each SCPPA Member
program.
2. Energy Efficiency and Demand Reduction Incentive Program Implementation and Technical
Support
Consultant will provide implementation and technical support for SCPPA Member energy efficiency and
demand reduction incentive programs. Services can include project development, application and technical
documentation review, measure eligibility and incentive calculations, equipment and project specification
review, site assessments, savings verification, project tracking, and technical assistance to customers,
contractors, and program staff. The Consultant can also provide recommendations to improve program
performance and maximize energy savings, demand reductions, and the effective use of program funding.
The general implementation and technical support process is illustrated in the roadmap below.
•
Project Evaluation
Consultant will evaluate proposed and completed energy efficiency and demand reduction
projects to assess eligibility, technical feasibility, cost-effectiveness, and projected or
achieved energy and demand savings. Services can include reviewing project applications
and supporting documentation, validating claimed savings, conducting technical reviews, and
assessing compliance with applicable program requirements and guidelines. At the request of
SCPPA Members, Consultant can also participate in project kickoff and review meetings,
assist with program policy documentation, review previously completed projects, and
conduct pre- and post-installation site inspections.
o Review Customer Submitted Project Documents
Consultant will review shared customer-submitted project files. During file review,
the assigned technical reviewer will coordinate with the key project stakeholders on
next steps and will send communications if there are any files missing. During this
initial step, the assigned TRC technical reviewer will evaluate:
Utility data summary (SCPPA Member-provided)
Description of custom project energy efficiency measures (EEMs)
Energy savings calculations
o Technical Review of Calculation (Customer Developed)
Consultant’s technical reviewer will provide a review of the customer supplied
energy savings calculations, as described above. The technical review of calculations
has many of the same steps that go into the creation of energy savings calculations.
During technical review of the energy savings calculations provided, the reviewer
will emphasize answering the following questions:
Are the calculations completed using an approved tool?
Are the calculations transparent and easily followed or verified?
How do the calculation inputs and assumptions align with data confirmed or
collected in the field during the site visit? The calculations should be in
harmony with the information verified during inspection (for both pre- and
post-installation).
Does the project scope align with what is represented in the calculations? For
example, if the project scope is for a chiller replacement, it does not make
sense that the calculations would include energy savings for air-side
equipment improvements.
In a building energy model, is it calibrated to the utility data in accordance
with ASHRAE Guideline 14?
Do the calculations align with the calculation methodology (if provided)?
Do the calculations produce reasonable energy savings results? If not, verify
by further investigation or discussion with the developer of the calculations.
o Technical Review Report, Post-Installation
Consultant will deliver technical review summary reports that meet SCPPA Member
requirements. The post-installation technical review deliverable serves as a means for
communicating the results of the technical review process. Deliverables include:
Approved Savings Values (with clear variance explanations)
Scope & Energy Savings Narrative
Inspection Summary & Key Findings
Baseline & Code Compliance Overview
Measurement & Verification Results
Transparent Calculation Methodology
Project Cost Review & Notes
Complete Supporting Documentation (Appendices)
All Required SCPPA Templates + System Updates
Consultant will complete the technical review report in the latest template. Once
complete, the technical reviewer will update any project tracking sheet to reflect the
status of the effort.
o Communication
Consultant through well-established communication channels, will follow SCPPA
Member communication protocols, including, but not limited to:
•
Providing periodic documentation of projects in the project tracking sheet
Participating in periodic conference calls with SCPPA Member stakeholders
to discuss relevant topics related to policy, process, and or feedback
Providing weekly project status reports on all active projects in the pipeline
via SCPPA Member-designated systems and or the tracking templates
Equipment Inspections
Consultant will conduct thorough on-site and remote inspections, meeting SCPPA Memberspecific program requirements. Consultant will confirm every measure is installed correctly
and functions as intended.
For projects requiring site visits, the assigned technical reviewer will:
o Develop a project-specific site visit checklist. The checklist will serve to inform the
project stakeholders of what will be documented and verified by the reviewer while
on site. This checklist will focus on the following:
Nameplate information for existing (pre-install) or new (post-install)
equipment, including capacity, electrical details, and efficiencies
Quantity of impacted equipment
Document age and general condition of equipment
Control details on equipment, such as schedule and setpoints
Primary use of equipment, to determine how equipment fits into facility
process or operation
Document any existing trend data capabilities
List of areas that will need to be accessed during visit
List of specific staff that will be needed, for example, an electrician for M&V
Discussion of any recent facility or operation changes that may impact the
equipment
o TRC will follow SCPPA Member inspection and safety guidelines, document the site
visit using the current technical review form, and provide results in the preferred data
format(s).
•
Third-Party Contractor Oversight
Consultant will provide third-party contractor oversight services to support SCPPA Member
programs and projects. Consultant will apply its understanding of SCPPA Member processes,
program objectives, and existing workflows to support continuity, coordination, and
consistent oversight of ongoing activities.
Consultant will review contractor work products and technical deliverables to support
compliance with SCPPA Member requirements, program standards, and project objectives.
Services can include review of engineering designs, construction plans, reports, drawings,
specifications, energy savings calculations, measurement and verification plans, and other
technical documentation. Consultant can also coordinate with SCPPA Members and
contractors to address technical issues, support timely resolution of comments, and promote
consistent project execution.
Consultant will assist SCPPA Members in verifying that third-party contractors comply with
applicable program, technical, financial, and contractual requirements. Services can include
site visits, measurement and verification (M&V), validation of installed measures against
approved designs and specifications, and review of contractor activities to support quality
assurance, defensibility, and alignment with program requirements.
•
Program Support Tools
Consultant will provide program support tools to assist SCPPA Members with field data
collection, reporting, quality control, and program administration. Tools can be configured to
align with Member-specific program requirements and may include mobile and web-based
applications, inspection forms, dashboards, and reporting templates.
Consultant can support field staff in documenting installed measures, recording observations,
capturing photos, and generating draft inspection or audit reports. Consultant can also
provide tools that support tracking of project status, quality control findings, savings
documentation, and other program performance metrics.
•
Energy Audits
Consultant will provide energy audit services for SCPPA Members to identify energy savings
opportunities, demand reduction strategies, electrification opportunities, and related
operational improvements. Audit services can be tailored to facility type, customer needs,
and Member program objectives.
A typical energy audit process is illustrated in the graphic below.
Consultant can perform ASHRAE Level I, II, and III audits, as well as water audits,
retrocommissioning assessments, and electrification audits, depending on the scope and
objectives of the assignment. Services can include audit kickoff coordination, utility bill and
tariff review, benchmarking, site data collection, equipment inventory, operational
assessment, and engineering analysis of existing building systems and processes.
Consultant can identify and evaluate opportunities related to HVAC systems, lighting,
controls, central plants, motors and drives, building envelope improvements, domestic hot
water, and other end uses. Where applicable, Consultant can also assess opportunities for fuel
switching, heat pump adoption, solar, battery storage, and EV charging infrastructure as part
of a broader electrification strategy.
Audit services can include development of recommended measures, estimated
implementation costs, projected energy and demand savings, simple payback, and supporting
technical rationale. For more complex projects, Consultant can apply more detailed
engineering analysis, including energy modeling, bin analysis, direct measurement, or shortterm monitoring, as appropriate to the audit level and project significance.
Consultant can prepare audit reports organized to support customer understanding, project
prioritization, and next-step decision-making. Reports can be developed to align with
applicable program requirements and, where requested, can be structured to support
compliance with ASHRAE Standard 211. Consultant can also incorporate available
incentives, funding opportunities, and bundling strategies to help SCPPA Members and their
customers evaluate practical pathways for implementation.
3. Energy Efficiency Incentive and Demand Reduction Programs Evaluation and Reporting
Consultant will provide evaluation and reporting services to support transparent, accurate, and
actionable assessment of SCPPA Member energy efficiency and demand reduction programs.
Services can include program performance analysis, savings verification, reporting support, and
development of documentation needed for program oversight, compliance, and decision-making.
Consultant can support evaluation activities at the project, measure, program, or portfolio level using
applicable technical, analytical, and regulatory methodologies. Consultant can also prepare reports
and supporting materials that summarize program activity, expenditures, participation, savings, and
other relevant performance indicators.
•
Savings and Cost Verification
Consultant will provide savings and cost verification services to support accurate reporting of
energy savings, demand reductions, incentive expenditures, and project costs. Services can
include review of project documentation, savings calculations, invoices, and supporting
technical materials.
Consultant can verify that reported savings and costs are consistent with approved
methodologies, program requirements, and project scope. Consultant can also identify
discrepancies, document findings, and support resolution of issues needed to maintain
program defensibility and reporting accuracy.
•
Cost-Effectiveness Analysis
Consultant will provide cost-effectiveness analysis services for SCPPA Member measures,
projects, programs, and portfolios. Analyses can be performed using applicable industry and
regulatory methodologies and can be tailored to Member objectives, program design needs,
and reporting requirements.
Services can include development of assumptions, review of measure inputs, estimation of
costs and benefits, screening of proposed offerings, and preparation of supporting
documentation. Consultant can also assist SCPPA Members in evaluating alternative
program designs, incentive structures, and measure packages to support informed decisionmaking.
•
Site Inspections
Consultant will conduct on-site and remote inspections to support project verification, quality
assurance, and program compliance. Inspections can be performed for proposed or completed
projects and can be tailored to SCPPA Member program requirements.
Services can include verification of installed equipment, confirmation of quantities and
operating conditions, documentation of nameplate data and controls, photo documentation,
and identification of issues affecting eligibility, savings, or performance. Consultant will
document inspection results using applicable forms, tools, and reporting formats specified by
SCPPA Members.
•
Evaluation, Measurement, and Verification (EM&V)
Consultant will provide evaluation, measurement, and verification services to support
rigorous, transparent, and actionable assessment of SCPPA Member energy efficiency and
demand reduction programs. Consultant has extensive experience conducting program- and
project-level evaluations for utilities, joint agencies, and public entities, including work with
California investor-owned and municipal utilities. Services can be tailored to Member needs
and California program requirements.
The following graphic illustrates TRC’s Collaboration Approach for EM&V Support.
Consultant can perform impact analysis, process evaluations, data synthesis, and technical
reporting to support program oversight, savings validation, and continuous improvement.
Consultant can prepare comprehensive reports and supporting documentation designed to
clearly present methods, findings, and recommendations in formats suitable for Member
review, management use, and board-level reporting. Consultant can also support preparation
of EM&V reports and related documentation consistent with applicable state data protocols
and reporting requirements.
Consultant can support SCPPA Members with both direct EM&V services and coordination
with external evaluators. Services can include early coordination on evaluation approach,
review of data collection needs, establishment of communication protocols, response to
evaluator data requests, coordination of interviews, development of program metrics,
retention of supporting savings documentation, and provision of tracking system access or
custom reports needed to support evaluation activities.
Consultant can work with SCPPA Members to develop data and documentation strategies
that strengthen the credibility of reported kWh and kW savings and improve alignment
between program implementation and evaluation priorities. Services can include refinement
of data collection tools, incorporation of research objectives into program delivery, and
periodic updates to evaluation support approaches based on evolving goals, metrics, key
performance indicators, and evaluator feedback.
Consultant can also provide regulatory support related to EM&V and program reporting.
Services can include management of data calls, compliance validation, support for program
design, drafting of filing components, preparation of reports, letters, and formal
documentation, and coordination with stakeholders, municipalities, and regulatory entities.
Consultant will work collaboratively with SCPPA Members to address requests, revise
submissions, and support regulatory transparency and accountability.
4. Member Electric Utility Fleet Electrification Program Assistance Services
Consultant will provide electric utility fleet electrification assistance services tailored to the
operational and regulatory needs of SCPPA Members. Services can support planning for electric
utility fleet transition, charging infrastructure, compliance obligations, and related operational
considerations.
Consultant can assist Members in evaluating electric utility fleet vehicle replacement opportunities,
infrastructure needs, operational impacts, costs, and implementation strategies. Such Electric Utility
Fleet Electrification Program Assistance Services can also support alignment with Member
sustainability goals, reliability requirements, and applicable regulatory programs.
•
EV Electric Utility Fleet Opportunity Assessment
Consultant will provide EV fleet opportunity assessments to evaluate fleet composition,
operating characteristics, and electrification potential for SCPPA Member electric utility
fleets. Assessments can be based on fleet goals, operational data, asset mix, duty cycles, and
other Member-specific requirements.
Services can include electric utility fleet inventory review, analysis of vehicle usage patterns,
identification of electrifiable vehicles, estimation of charging demand, total cost of
ownership analysis, and high-level greenhouse gas reduction estimates. Outputs can be
provided through dashboards, summary reports, and other planning tools that support
Member decision-making.
•
Electric Utility Fleet Charging Implementation Planning
Consultant will provide fleet charging implementation planning services for SCPPA Member
electric utility fleet facilities. Plans can be tailored to the operational characteristics of
electrtic utility fleets, including specialized equipment, storm response obligations, mutual
aid requirements, and the Member’s role as both fleet operator and grid operator.
Services can include charger siting and sizing, charging strategy development, infrastructure
planning, electrical capacity review, phased implementation recommendations, and
coordination of charging needs with electric utility fleet operations. Consultant can also
prepare site-specific plans that support practical and scalable electric utility fleet
electrification deployment.
•
Advanced Clean Fleets Support for SCPPA Member Electric Utilities
Consultant will provide support related to Advanced Clean Fleets (ACF) requirements and
associated fleet compliance planning for SCPPA Members’ electric utilities. Consultant
recognizes that ACF is a primary regulation affecting Member electric utility fleets, but it is
not the only requirement that must be considered. A credible compliance strategy should also
account for related regulations that may affect the same vehicles on different timelines or
impose different technology requirements, including Clean Truck Check (CTC), U.S. EPA
new engine emission standards, off-road equipment regulations, and local air district
requirements. Consultant can support SCPPA Members in evaluating this broader regulatory
landscape and in developing compliance strategies that reflect the full regulatory framework
rather than ACF alone.
Consultant can support fleet transition planning by building on the EV Fleet Opportunity
Assessment and aligning fleet replacement strategies with the compliance pathway selected
by the Member. This can include modeling the Member’s planned vehicle purchases and
replacement schedule against applicable ACF requirements, identifying the years in which
compliance obligations become binding, and developing procurement approaches that
support compliance at the lowest reasonable cost. Strategies may include accelerating ZEV
procurement where suitable vehicles are commercially available and aligning conventional
vehicle retirements with the timing of viable ZEV replacements within the Member’s
existing replacement cycle.
Consultant can also assist SCPPA Members in evaluating vehicle categories and equipment
types that present challenges under current market conditions, including specialized utility
vehicles for which commercially available ZEV equivalents may be limited or operationally
unsuitable. Services can include assessment of eligibility for available ACF exemptions and
extensions, such as daily usage exemptions, mutual aid exemptions, infrastructure
construction delay extensions, and specialized vehicle ZEV purchase exemptions. Consultant
can prepare the supporting analysis and documentation needed to help Members develop
defensible exemption or extension requests, while recognizing that the Member retains final
decision-making authority and responsibility for submitting any formal applications.
Consultant can support the documentation and reporting obligations associated with ACF
compliance. Services can include assistance with vehicle inventory disclosures, ZEV
purchase reporting, exemption and extension documentation, and development of
recordkeeping practices designed to support audit readiness and reduce compliance risk.
Consultant can also support the annual reporting cycle and help coordinate the internal inputs
needed from fleet, facilities, procurement, legal, and other departments involved in
compliance.
Consultant can further develop operational, financial, and infrastructure impact assessments
to help SCPPA Members understand issues that may affect their ability to maintain utility
fleet operations while complying with ACF. These assessments can include:
Identification of vehicle categories where ZEV availability or operational fit is
insufficient to meet current compliance timelines;
Evaluation of infrastructure investments required at each fleet domicile,
including lead times relative to Member service upgrade processes;
Financial impact analysis addressing vehicle cost premiums, charging
infrastructure capital costs, operating cost differences, and available
incentives;
Operational impact analysis addressing storm response, mutual aid, off-road
equipment, and other utility-specific operating requirements; and
Development of a recommended compliance approach, including
identification of exemptions or extensions the Member may wish to pursue.
These analyses can provide SCPPA Members with defensible documentation to support
internal planning, cross-departmental coordination, responses to Board inquiries, and
discussions with regulators.
5. General Engineering Services
Consultant will provide general engineering services to support SCPPA Member energy,
electrification, and infrastructure initiatives. Services can include technical analysis, engineering
review, feasibility assessment, performance evaluation, and development of recommendations for
projects, technologies, and program measures.
Consultant will assemble appropriate engineering, analytical, and technical resources based on the
scope and complexity of each assignment. Services can be tailored to support planning,
implementation, verification, and ongoing program or project needs.
•
Technology Assessment
Consultant will provide Technology Assessment (Emerging Technology/Opportunity)
services to help SCPPA Members evaluate emerging technologies for potential pilot,
program, and market application. Consultant has extensive experience supporting California
utilities with ET/O work, including literature reviews, stakeholder engagement, market and
supply chain assessments, laboratory studies, field studies, and technology-to-portfolio
planning.
The following graphic summarizes TRC’s Emerging Technology/Opportunity Process.
Consultant will develop a research plan for each ET/O project to define the technology or
opportunity, key research questions, evaluation approach, data needs, risks, scope, schedule,
deliverables, and stakeholder coordination. Consultant can tailor the assessment pathway
based on the maturity of the technology and the intended outcome.
Services can include preliminary performance assessments, secondary research, technical
feasibility studies, market viability studies, building energy modeling, laboratory testing
coordination, internal stakeholder testing, and single-site or scaled field studies. Consultant
can support SCPPA Members in selecting the appropriate approach and, where needed,
combine methods to address technical, operational, and market questions.
Consultant can prepare reports summarizing technology readiness, customer and market
considerations, energy savings potential, implementation issues, benefits, and
recommendations for program uptake or further study. Assessments can also include
Technology-to-Portfolio and Technology-to-Market considerations to support transition from
research to broader program adoption.
•
System Performance Testing
Consultant will provide system performance testing services to assess equipment and system
operation under actual or controlled conditions. Testing can be used to support project
verification, troubleshooting, baseline assessment, post-installation review, or evaluation of
technology performance.
Services can include development of testing plans, field measurements, trend analysis,
review of operating sequences, and interpretation of results. Consultant can document
findings and provide recommendations to support improved performance, savings
realization, and operational reliability.
•
Distributed Generation Evaluation
Consultant will provide distributed generation evaluation services to help SCPPA Members
assess the technical feasibility, system integration requirements, operational impacts, and
energy and demand benefits of distributed energy resources (DERs). Evaluations can focus
on resources such as solar photovoltaic (PV) and battery energy storage systems (BESS) and
are intended to help Members reduce energy costs, manage demand, improve resilience, and
support sustainability goals. DER evaluations are typically performed as part of energy
audits, but they can also be conducted as a standalone service.
Consultant will begin with a pre-site evaluation and data collection process to define project
goals and identify the benefits the Member is seeking through DER deployment. This can
include review of 36 months of utility billing data, 12 months of interval load data, electrical
single-line drawings, roof and structural plans, and other supporting information such as
usable solar areas, roof condition, and existing DER or backup systems. This upfront review
helps focus the site visit on the technical details needed to develop a practical DER strategy.
Consultant can then perform a site visit and technical assessment to evaluate solar and
storage feasibility, siting constraints, electrical integration needs, and operational
considerations. The assessment can include review of facility load characteristics, solar siting
conditions, battery location options, and electrical infrastructure such as switchgear,
transformers, and distribution equipment to identify any required upgrades.
Following the site visit, Consultant can prepare a post-site analysis and preliminary design
tailored to the Member’s goals. This can include:
Energy and demand benefits analysis, including potential for peak shaving,
load shifting, and demand charge reduction;
System sizing and optimization for solar PV and BESS configurations;
Gross cost estimates covering equipment, installation, and maintenance, with
consideration of incentives such as the IRA Investment Tax Credit; and
Feasibility and risk assessment, including infrastructure upgrades, structural
considerations, and permitting or environmental issues.
Consultant can summarize the expected value of DER deployment in terms of reduced
energy costs, demand charge management, grid support, GHG reduction, and improved
operational efficiency. Where requested, Consultant can also provide optional support
beyond the initial evaluation, including detailed design support, financial modeling, vendorneutral technical specifications, bid review, and assistance with grants, rebates, and other
funding applications.
•
Codes and Standards Assessment
Consultant will provide codes and standards assessment services to help SCPPA Members
evaluate, develop, and implement building and equipment standards that support energy
efficiency, demand reduction, electrification, and related program objectives. Services can
support alignment with applicable regulatory requirements while identifying opportunities to
advance energy savings, reduce greenhouse gas emissions, and promote practical, equitable
energy solutions.
Consultant can assess proposed or adopted codes and standards by analyzing relevant
technologies and measures for energy savings potential, market readiness, technology
maturity, and compliance feasibility. Services can include energy simulation, life cycle cost
analysis, market research, and review of impacts on utility programs and customer adoption.
Analysis can address systems such as water heating, HVAC, ventilation, lighting, building
electrification, and building envelope components.
Consultant can also support stakeholder engagement and outreach in coordination with
SCPPA Members. This can include outreach to building officials, manufacturers, industry
associations, designers, builders, and contractors; facilitation of stakeholder meetings;
collection of feedback on proposed code changes; and refinement of recommendations based
on stakeholder input.
Services can include market analysis and technology research to evaluate construction trends,
product availability, baseline installation practices, and barriers to adoption. Consultant can
also assess broader impacts related to energy equity and environmental justice to help
SCPPA Members consider how proposed standards may affect different communities and
market segments.
Consultant can provide technical drafting support for code language and supporting
documentation, including development of proposed language for standards, appendices, and
related technical references. Consultant can also identify needed updates to modeling
assumptions or compliance tools to support implementation and enforcement.
Consultant can perform cost-effectiveness and feasibility analysis for proposed measures and
measure packages across residential, commercial, and multifamily applications. This can
include prototype simulation, cost data collection, comparison of savings benefits to
implementation costs, and development of recommendations that support reach codes or
other standards that exceed statewide minimum requirements.
Consultant can also support compliance and reporting activities, including identification of
enforcement challenges, documentation of attribution for utility savings claims, and
preparation of public-facing reports or technical memoranda. Where requested, Consultant
can assist SCPPA Members and local jurisdictions with reach code development, including
analysis, documentation, and recommendations to support adoption of higher-efficiency or
all-electric standards.
•
Staff Training and Development
Consultant will provide staff training and development services to support SCPPA Member
program administration, technical review, field verification, and technology adoption efforts.
Services can include development and delivery of training materials, technical guidance,
presentations, and other educational resources.
Consultant can provide training for Member staff, contractors, operators, or other
stakeholders on topics such as program requirements, inspection procedures, savings
methodologies, equipment operation, maintenance practices, electrification
technologies, and related technical
EXHIBIT B
COMPENSATION SCHEDULE AND HOURLY FEES
Pricing for 2026 is based on 2026 rates, and pricing for 2027 is based on 2027 rates on time and
materials. TRC would work with each member to properly price services based on specific project
requirements, provided that any such pricing shall be subject to compliance with SCPPA and
Member procurement requirements, as applicable. This may include fixed fee pricing in addition to
time and materials. TRC assumes a regular 3% escalation of rates each calendar year.
Labor Classification
FY26 Billing
Rates ($/Hr)
FY27 Billing
Rates ($/Hr)
Vice President
Director II
$343
$318
$353
$328
Director I
Engineer V
$252
$227
$260
$234
Engineer IV
Project Manager I
$202
$181
$208
$187
Engineer III
Engineer II
$161
$142
$166
$146
Engineer I
$121
$125
In no event shall SCPPA’s payment obligations to Consultant for all Goods received or Services
performed or for any other reason exceed One Million Dollars ($1,000,000) (the “Not to Exceed
Amount”). Consultant shall provide notice to SCPPA prior to reaching the Not to Exceed
Amount. Any Goods or Services provided by Consultant in excess of this authorization, and
without prior execution of an amendment hereto by the Parties, shall be at Consultant’s sole risk
and without payment. For avoidance of doubt SCPPA and Participating Member shall not be
liable for any unauthorized excess billings whatsoever.
All travel must be preapproved in writing by SCPPA or the applicable Participating Member. As
a public agency, SCPPA shall not reimburse Consultant for travel, food, and related costs in
excess of those permitted by the Internal Revenue Service.
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Provenance
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- Agenda Watch · Oct 20, 2026
Permanent ID DKT-2026-004394 — this record is never deleted.
Record history
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- Oct 20, 2026 Filed on the Docket
- Oct 20, 2026 Full document archived — public record
- Oct 22, 2026 Record updated
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