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DocuSign Envelope ID: E6953DE9-EDE5-471C-AC16-82834D472329 EXHIBIT D FORM OF CAPITAL LOAN AGREEMENT AGREEMENT BETWEEN THE CITY OF IRVINE AND THE ORANGE COUNTY POWER AUTHORITY FOR THE ADVANCE OF FUNDS FOR IMPLEMENTATION OF A COMMUNITY CHOICE ENERGY PROGRAM This Agreement, effective ("Effective Date"), is by and between the CITY OF IRVINE, a municipal corporation and charter city ("City"), and the ORANGE COUNTY POWER AUTHORITY, a California joint powers authority ("Authority"), for the purpose of stating the terms for an advance of funds from the City to be repaid to City by the Authority as provided herein. City and Authority shall be referred to individually as a "Party" collectively as the "Parties." RECITALS A. On , the Authority was formed by participating Orange County cities, including the City, to administer a community choice aggregation ("CCA") program within the jurisdictional boundaries of its members in Orange County. B. Prior to formation of the Authority, the City funded a feasibility study, peer review, and other activities necessary to evaluate the feasibility and implementation of a CCA program. The City also funded certain costs to form the Authority and implement the CCA program for itself and the Authority's founding members. C. As expressly stated in that certain document entitled, Orange County Power Authority Joint Powers Agreement, at Section 5.5, which is incorporated herein by this reference, it was agreed upon by the parties thereto that the City would be reimbursed by the Authority for all costs regarding the feasibility and implementation of the CCA program, contingent upon the Authority's launch of the CCA program. D. The City estimates that its costs to study, form and implement the Authority are $250,000, which include, but are not limited to, costs for its feasibility study, peer review, City staffing, legal costs, member and stakeholder outreach, and formation of the Authority ("Formation Costs"). E. The City estimates that the Authority will need approximately $2,500,000 for working capital to pay for implementation costs through a projected launch of the CCA program in 2022 ("Pre-Launch Costs"). F. The City further estimates that the Authority will need up to an additional $8,000,000 to $20,000,000 in the form of a credit facility for operational support and power procurement as well as other cash fl ow needs, and that any such credit facility may require cash collateral from an Authority member between $2,000,000 to $5,000,000 ("Launch Costs"). 19 55695.00001\33485367.1