Agenda packet — Ava Community Energy Board of Directors, June 18, 2025 (part 1 of 5)

Board of Directors Meeting
Wednesday, June 18, 2025
6:00 pm
In Person:

Conference Room 5
Ava Community Energy
1999 Harrison St
Suite 2300
Oakland CA 94612
Or from the following locations:
• Milk and Honey Cafe, 34265 Fremont Blvd, Fremont, CA 94555 • 35653 Scarborough Dr. Newark CA 94560
• 1100 Webster St Oakland CA 94607
• Larch Clover Community Center - 11157 West Larch Road, Tracy, CA 95376 • Tampa Marriott Water Street, 505 Water Street, Tampa, FL 33602 • JW Marriott - 510 Water St, Tampa, FL 33602
• 1755 Harvest Landing Ln., Tracy, CA 95376
Via Zoom:
https://avaenergy-org.zoom.us/j/87023071843
Or join by phone:

Dial(for higher quality, dial a number based on your current location): US: +1 669 900 6833 or +1 346 248 7799 or +1 253 215 8782 or +1 929 205 6099 or +1 301 715 8592 or 888 475 4499 (Toll Free) or 877 853 5257 (Toll Free)
Webinar ID: 870 2307 1843
Meetings are accessible to people with disabilities. Individuals who need special assistance or a disability-related modification or accommodation to participate in this meeting, or who have a disability and wish to request an alternative format for the meeting materials, should contact the Clerk of the Board at least 2 working days before the meeting at (510) 906- 0491 or [email protected].

If you have anything that you wish to be distributed to the Board of Directors, please email it to the clerk by 5:00 pm the day prior to the meeting.

Ava Community Energy
Board of Directors Page | 2

1. Welcome & Roll Call

2. Pledge of Allegiance

3. Public Comment
This item is reserved for persons wishing to address the Board on any Ava-related matters that are not otherwise on this meeting agenda. Public comments on matters listed on the agenda shall be heard at the time the matter is called. As with all public comment, members of the public who wish to address the Board are customarily limited to two minutes per speaker and must complete an electronic speaker slip. The Board Chair may increase or decrease the time allotted to each speaker.

REGULAR AGENDA

4. CEO Report

5. CAC Report

6. FY2025-2026 Budget (Action Item)
Approve the budget for Fiscal Year 2025-2026

CONSENT AGENDA

7. Approval of Minutes from May 18, 2025

8. Contracts Entered Into (Informational Item)

9. PC Pro Consulting Services Agreement & Amendment
New CSA for IT services for FY25-25 and Amendment to increase the NTE of current CSA for FY24-25

10.Thrive Mind Collaborative Consulting Services Agreement Extend CSA for leadership coaching and consulting services

11.Piper Maddox (LHi Group)
Amend two Staffing Services Agreements with LHi GROUP, INC.

12.Dakota Press
Extend CSA for printing services through FY25-26 and increase the NTE

13.Chen Design Associates
Extend CSA for design services through FY25-26 and increase the NTE

14.Legal Services Agreements Approval FY 25-26
Approval for spend on legal vendors for FY 25-26
Ava Community Energy
Board of Directors Page | 3

15.Aramis Contract Amendment
Authorize CEO to execute a contract amendment to the Aramis Agreement

16.Inside Source Contract Approval
Approve furniture purchase related to tenant improvements

REGULAR AGENDA

17.Prepay Financing Approval (Action Item)
Authorize staff to enter two prepay transactions, Prepay #4 and Prepay #5

18.Board Member and Staff Announcements including requests to place items on future Board of Directors Meeting Agendas

19.Adjourn
The next Ava Board of Directors meeting will be held on Wednesday, July 16, 2025 at 6pm.

Please note the temporary location:

Rotunda Building
Large Conference Room
300 Frank Ogawa Plaza
Oakland, CA 94612

CEO Report Item 4
CEO Report Item 4
TO: Ava Community Energy Board of Directors
FROM: Howard Chang, Chief Executive Officer
SUBJECT: CEO Report (Informational Item)
DATE: June 16, 2025
________________________________________________________________________ Recommendation
Accept Chief Executive Officer (CEO) report on update items below.

Executive Committee Meeting
An Executive Committee Meeting was held on Wednesday, June 4, 2025. Members received an update on the FY2025-26 Draft Budget and a follow-up report on Prepay Financing. The next meeting will be held on Wednesday, July 2, 2025 at 3pm.

Board and Committee Meeting Location Update
Ava is undergoing tenant improvements (TIs) in its office suite from July 14 through September 12, 2025. Such TIs are fully paid for through by the building landlord per the terms of the lease agreement. Ava will remain fully operational during this period, but Ava offices will be closed and staff will work remotely. All scheduled board and committee meetings will be held in the Large Conference Room in the Rotunda Building, located at 300 Frank Ogawa Plaza, Oakland, CA 94612.

Meetings to be held at the Rotunda Building:
• July 14, 2025 – Community Advisory Committee
• July 16, 2025 – Board of Directors
• September 3, 2025 – Executive Committee
• September 10, 2025 – Financial, Administrative, and Procurement Subcommittee Rotunda Building parking and access instructions will be made available on Ava’s website in the corresponding public meetings pages.

Launch to Stockton & Lathrop
Ava’s newest customers in Stockton and Lathrop received their second bill with Ava’s generation service in June. The “first bill” has, based on previous enrollments, resulted in higher call volumes and customer opt-out activities, as the bill may be their first experience with Ava Community Energy. The second bill aligns with customers receiving their first bill with summer/Air conditioning usage on it, which also drives more customer calls which can result in CEO Report Item 4
an opt out as well. This will be the final regular update regarding the Stockton & Lathrop enrollment process.

The overall opt-out rate for Ava's new communities has increased from 5,996 opt-outs to 6,449 total. The total opt out percentage as of June 6, 2025 is 5.35% Jurisdiction Number of Accounts Number of Opt Outs Percentage Opt Out Stockton 112,168 6,138 5.47%
Lathrop 8,272 311 3.76%
Total 120,440 6,449 5.35%
Downtown Stockton Alliance
I had the opportunity to be interviewed by Courtney Wood of the Downtown Stockton Alliance on June 11, 2025 regarding our recent launch to Stockton to share more about Ava, what a CCA is, our offering of programs and services, and explain our bill. Link to video below.

LinkedIn: https://www.linkedin.com/events/7332996231100567552/comments/ Fremont Residential Transition to Renewable 100
Ava staff continue to coordinate closely with Fremont’s City staff to prepare for the City’s residential default enrollment to Renewable 100 this August (note: Fremont’s non-residential/commercial and industrial customers are scheduled to default to R100 in August of 2026, per Ava’s Board action on July 17, 2024). The bullets below summarize updates since last month:
• The webform on Ava’s dedicated Fremont webpage became active on Monday, June 2.

As such, residential customers in Fremont are currently able to choose Bright Choice if they prefer to do so instead of transitioning to Renewable 100 in August—and some already have! As of June 10, Fremont’s residential customer actions are summarized as follows:
o 22 residential customers have chosen to remain on Bright Choice; o 2 residential customers have chosen to opt out
• Ava staff co-presented an outreach and enrollment update to the Fremont Sustainability Committee along with City staff on Thursday, June 5. • Ava provided Fremont’s City staff with a customized social media/newsletter marketing toolkit.
• Staff finalized four (4) customer enrollment notices (mail & electronic), the first of which is scheduled to be mailed to Fremont residents the week of June 23. • Ava will be participating in the following Fremont events to educate on this transition:
o Jun 21: Pride Fair at the Fremont Library
o Aug 2-3: Festival of the Arts (also event sponsors)
o Aug 16-17: Festival of India (also event sponsors)
o TBD: 1-2 Farmers markets (at least 1, but up to 2 depending on expectations/logistics
San Joaquin County (unincorporated) 2026 Enrollment Update Since the start of the year, Ava staff have been busy preparing for the launch of service to unincorporated San Joaquin County in 2026 and coordinating with Supervisor Rickman and county staff. On May 7, 2025, Ava staff presented an initial item to the Board’s Executive Committee to discuss considerations for enrollment timing. Based on recent ERRA filing and CPUC Proposed Decision on PCIA, staff is updating material changes to the forecasted 2026 rates and PCIA for SJ County’s specific vintage. With this updated analysis, staff will be CEO Report Item 4
discussing further with SJ County and anticipate bringing forward an update for discussion with the board in July.

Resilience Hub Focus Groups
Ava’s Community Innovation Grantee, Emerald City Collaborative, has hosted three Focus groups to confirm the definition and eligibility criteria for Ava’s upcoming Resilience Hub Program, which will be launching later in 2025. The first focus group was virtual and two in-person Focus Groups were hosted in Oakland and Stockton. Close to 200 participants and 36 CBOs attended the workshops. There has been active discussion about the Services that Resilience hubs can provide and positive feedback on Ava’s proposed Resilience Hub definition. Ava will be reviewing findings and presenting an overview of the Resilience Hub Program to the Board in the fall.

Ava in the Community
To raise awareness of our service, support our community, and stay close to our customers, Ava sponsors and staffs events throughout our service territory all year long. Stop by to say hello at any of these upcoming events between June 18 and July 16. Learn more at https://avaenergy.org/about-ava/meetings-events/events/ Date Event Location
6/20/2025 Stockton Ports vs Inland Empire 66ers Banner Island Ballpark 6/21/2025 Fremont Pride Fair Fremont Main Library
6/22/2025 Oakland Soul vs San Juan SC Merritt College
6/26/2025 Oakland Soul vs The Olympic Club Merritt College 6/28/2025 Oakland Roots vs Monterey Bay FC Oakland Coliseum 7/1/2025 Lathrop Birthday Celebration Generations Center 7/10/2025 Lincoln Summer Nights Lincoln Square Park
7/11/2025 San Leandro Pride Downtown San Leandro
7/12/2025 Oakland Roots vs Phoenix Rising FC Oakland Coliseum

Page 1 of 1 ends

CAC Chair Report – BOD Meeting, 6/18/25
FY2025-26 Budget
• Staff presented the draft budgets—including both the upside and base case—along with an overview of the PCIA “Reform” adjustments, which are projected to reduce Ava’s calendar year revenues by $187 million.

CAC engaged in follow-up discussions, raising concerns about the financial impact on key programs, such as the Heat Pump Water Heater initiative and the Local Development Business Plan, which faces a $15 million reduction.
• The CAC recommends accepting staff’s recommendation to approve the Base Case budget, while ensuring Ava takes proactive (and aggressive) measures to challenge the PCIA "Reform" adjustments and future phases, including legislative efforts. Additionally, should favorable financial outcomes arise, Ava will prioritize fully funding the LDBP, restoring it to the previous $25M upside budget.

Drivers of PG&E Rate and Cost Growth
• Staff presented findings on rising costs, highlighting uncontested increases in transmission expenses and wildfire-related spending as primary drivers of higher charges for Ava customers. o Many of these costs were deemed "reasonable" by the PUC, but effective advocacy efforts will be critical to challenging these charges, ensuring transparency and a clearer understanding of the rates imposed on customers.
o PUC remains understaffed, according to Ava staff, contributing to a lack of strong public advocacy from the agency.
• CAC members recommend collaborative action, advocating for efforts with other CCAs to challenge rising costs for all customers. Potential strategies include:
• Exploring a buyout of the PCIA for Ava customers
• Launching a public relations campaign—similar to Marin Clean Energy’s initiative—to highlight unchecked cost increases, lack of transparency, and the complexity of PG&E’s expenditures Ad Hoc Committee Update
• The Energy Affordability Ad-Hoc Committee met to discuss the PCIA challenges affecting Ava and its customers. Members emphasized the need to collaborate with CalCCA in advocating for greater transparency and legislative action to improve energy affordability for all customers, referencing the JPA framework as a basis for collective advocacy.
• The Local Development Business Plan (LDBP) Ad-Hoc Committee reviewed concerns about transparency in Ava’s initiatives, particularly regarding public access to key information. Discussions included potential strategies such as Virtual Power Plants, On-Bill Electrification resources, and alternative revenue streams—including asset development and out-of-territory subcontracting—to strengthen Ava’s financial position while protecting ratepayers.
• Additionally, the LDBP Ad-Hoc Chair identified that some original LDBP documents had not been migrated to the Ava Community Energy website, instead remaining on the East Bay Community Energy portal. • The CAC voted to have these documents migrated, with staff agreeing to support the transition.

Staff Report Item 6
Staff Report Item 6
To: Ava Community Energy Board of Directors
From: Howard Chang, CEO
Subject: Fiscal Year 2025-2026 Budget
Date: June 18, 2025
______________________________________________________
Recommendation
Adopt a resolution approving:
1) The 2025-2026 fiscal year base case budget; and
2) Utilization of the GASB62 Budget Stabilization Fund to offset a budget deficit for fiscal year 2025-26 with the existing GASB62 funds and any subsequent allocation made to the GASB62 fund resulting from the 2024-2025 fiscal year Background and Discussion
Ava’s fiscal year is from July 1 through June 30. Each year the Board of Directors (‘the “Board”) approves the following fiscal year’s budget. The budget presented today is based on feedback garnered from previous draft versions presented to the Financial, Administrative, and Procurement subcommittee (May 8, 2025), the Executive Committee (May 7 and June 4, 2025), and the Board (May 21, 2025). The budget outlines staff’s best expected estimates for costs and revenues anticipated for the next fiscal year, based on load, market prices, and PCIA charges. Due to these updates, the numbers in this draft may differ from those presented in previous versions.

This budget presents two scenarios:
• Upside: Reflecting a revenue outcome based upon PG&E’s Energy Resource Recovery Account (ERRA) filing in May which did not include any updates to Staff Report Item 6
market price benchmarks (MPB’s) to resource adequacy (RA) and renewable energy prices
• Base Case: Reflecting a revenue outcome based on Ava’s current best estimates of where energy prices could materialize and utilization of $35.3MM from the Budget Stabilization Fund
Other factors and assumptions that are represented in both revenue scenarios are:
• No recommended changes to Ava’s value proposition to customers • Assumes Ava maintains a 1% uncollectable rate
• Energy costs are derived from a blend of contracted and open positions. Open prices are non-stressed, mean-forecasted market prices. • Implementation of a compliance period procurement methodology over a three-year period of 2024-2026 with an average target of 81% renewable and carbon free energy, which is unchanged from previous board approved targets • Assumes San Joaquin County begins service in May of 2026 (to be finalized) • No draws on credit facility or use of reserve funds
• Non-operating revenues assume an average of 3.5% interest rate earned through the fiscal year
• Personnel headcount as 7 incremental additional staff • Local Development allocation is $10.2MM
Ava staff is recommending the adoption of the Base Case scenario budget. The fiscal year 2025-26 budget forecasts a deficit of $35.3MM while the fiscal year 2024-25 budget is actualizing with a surplus in excess of $107MM and reflects its strong financial state. This is in addition to reserves of approximately $330MM. While Ava has not previously utilized its Budget Stabilization Fund, it serves to balance overcollection and under collection year over year. It was in September, 2020, for the purposes of satisfying financial covenants, rate stabilization, and such other matters as may be approved by the Board. The establishing resolution is attached for review.

Staff plans to bring forward to the board in future meetings further review of a detailed proposal to implement a multi-year power procurement period methodology for discussion and approval. Staff also anticipates reviewing the fiscal year 2024-25 budget surplus and potential changes to the surplus waterfall in the summer/fall timeframe.

Fiscal Impact
The approved budget establishes the forecast of Ava’s fiscal position for the next 12 months.

Staff Report Item 6
Attachments:

A. Exhibit A: 1-Pager of the Fiscal Year 2025-2026 Budget B. Resolution Adopting Ava’s Fiscal Year 2025-2026 Budget C. Presentation on Fiscal Year 2025-2026 Budget
D. Resolution R-2020-26: A Resolution of the Board to Establish a GASB 62 Fund for Budget Stabilization
EXHIBIT A: 1-PAGER OF FISCAL YEAR 2025-2026 BUDGET
AVA COMMUNITY ENERGY FY 2025-2026
BUDGET

OPERATING ACTIVITY

REVENUE & OTHER SOURCES
Electricity Sales 869,170,000
GASB 62 Revenue (Deferral) 35,327,000
Uncollectables (8,692,000)
Other Operating Revenue 0
TOTAL OPERATING REVENUE 895,805,000

EXPENSES & OTHER USES
Cost of Energy 836,970,000
Energy Services
Data Management/CRM 10,081,000
Billing & Metering 3,208,000
Scheduling 767,000
Cost of Energy Services 14,056,000
Total Energy Operating Expenses 851,026,000
Overhead Operating Expenses
Personnel 29,639,000
Marketing & Communications 3,872,000
Legal, Policy, & Regulatory Affairs 4,243,000
Other Professional Services 3,518,000
General & Administrative 7,095,000
Total Overhead Operating Expenses 48,367,000
TOTAL OPERATING EXPENSES 899,393,000
NET OPERATING POSITION (3,588,000)

NON-OPERATING ACTIVITY

NON-OPERATING REVENUE
Interest Income 15,066,000
Grants 0
Other Non-Operating Revenue 49,000
TOTAL NON-OPERATING REVENUE 15,115,000

NON-OPERATING EXPENSES
Borrowing Interest 1,087,000
Local Development Funding 10,190,000
Total Capital Expenditures 250,000
TOTAL NON-OPERATING EXPENSES 11,527,000
NET NON-OPERATING POSITION 3,588,000
TOTAL NET REVENUES 0
Attachment Staff Report Item 6A
Attachment Staff Report Item 6B
RESOLUTION NO. R-2025-XX

A RESOLUTION OF THE BOARD OF DIRECTORS

OF THE AVA COMMUNITY ENERGY AUTHORITY ADOPTING THE FISCAL YEAR 2025-2026 BUDGET
WHEREAS Ava Community Energy Authority (“Ava”) was formed as a community choice aggregation agency (“CCA”) on December 1, 2016, under the Joint Exercise of Powers Act, California Government Code sections 6500 et seq., among the County of Alameda, and the Cities of Albany, Berkeley, Dublin, Emeryville, Fremont, Hayward, Livermore, Piedmont, Oakland, San Leandro, and Union City to study, promote, develop, conduct, operate, and manage energy-related climate change programs in all of the member jurisdictions. The cities of Newark and Pleasanton, located in Alameda County, along with the City of Tracy, located in San Joaquin County, were added as members of Ava and parties to the Joint Powers Agreement (“JPA”) in March of 2020. The city of Stockton was added as a member to Ava in September of 2022. The city of Lathrop was added as a member to Ava in October of 2023. San Joaquin County was added as a member to Ava in July 2024. On October 24, 2023, Ava legally adopted the name Ava Community Energy Authority, where it had previously used the name East Bay Community Energy Authority since its inception.

WHEREAS Ava operates on a fiscal year budget cycle from July 1st through June 30th; and
WHEREAS draft version of Ava’s budget for fiscal year 2025-2026 were presented to the Executive Committee on May 7
th and June 5th, 2025, the Finance,
Administrative, & Procurement subcommittee on May 8th, 2025, and the Board of Directors on May 21, 2025 (the “Prior Presentations”); and WHEREAS Staff has incorporated feedback from the Prior Presentations and prepared a revised proposed budget set forth in Exhibit A (the “Proposed Budget”).

WHEREAS Staff is proposing a slight alteration from the current fiscal year’s net revenues whereby net revenues remaining after initial allocations to reserve funds, on-bill credits, and incentives be allocated to the Budget Stabilization Fund instead of the Reserve Fund.

NOW, THEREFORE, THE BOARD OF DIRECTORS OF AVA COMMUNITY ENERGY AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. The Board of Directors hereby approves and adopts the Proposed Budget, as set forth in Exhibit A, as Ava’s fiscal year 2025-2026 budget.

Section 2. The Board of Directors hereby approves utilization of the GASB62 Budget Stabilization Fund to offset a budget deficit for fiscal year 2025-26 using the existing GASB62 funds and any subsequent allocation made to the GASB62 fund resulting from the 2024-2025 fiscal year.

Attachment Staff Report Item 6B
ADOPTED AND APPROVED this 18th day of June, 2025.

Jack Balch, Chair
ATTEST:

Adrian Bankhead, Clerk of the Board
Fiscal Year 2025-2026
Draft Budget
Board of Directors
Howard Chang | June 18, 2025
Attachment Staff Report Item 6C
Introduction & Updates
2 • The CPUC issued a Proposed Decision (PD) on Friday 5.23.25 indicating PCIA reform in line with our modeled assumptions
▪ This decision will be voted out on 6.23.25 and Ava has filed comments on it • PG&E's ERRA filing was made on 5.15.25 providing a preliminary indication of rates for 2026 ▪ This filing was made prior to PD and uses outdated Market Price Benchmarks (MPBs) from end of 2024 • The changes in this budget presentation relative to the previous presentation are:
▪ Two budget scenarios, both incorporating the PCIA reform changes - variance reflects different market prices ▪ Reduced operating expenses due to lower procurement costs from implementing compliance period procurement methodology and reduced Overhead Operating Expenses ▪ Both scenarios now reflect the same operating expenses ▪ Assumes enrollment of SJ County in May 2026, previously assumed March (to be finalized) Attachment Staff Report Item 6C
Recommendation for Board Approval
3 • This is a final review of the Fiscal year 2025-26 Budget (Reviewed in May Ex Comm, FAP, Board, and June Ex Comm)
• Approve the base case budget
▪ The base case scenario is our best estimate of market prices ▪ Utilize GASB62 Rate Stabilization Fund to offset any potential fiscal year deficit • Formal recommendation to allocate a portion of the fiscal year 2024-25 surplus (forecasted at >$110MM) to the Rate Stabilization Fund to be brought forward in July/Sept timeframe
Attachment Staff Report Item 6C
PCIA Update
4 Attachment Staff Report Item 6C
The CPUC's PCIA Process – Key Dates
PCIA Rulemaking
• Phase I RA MPB proposed decision – issued 5/23/25
• Phase I RA MPB final decision - 6/23/25
ERRA
• 2026 ERRA Forecast filing - filed 5/15/25
• 2026 ERRA Forecast "October update filing" - 10/15/25 • 2026 ERRA Forecast final decision - 12/18/25
• New rates go into effect - 1/1/26
5 The Energy Resource
Recovery Account (ERRA)
Forecast proceeding at the
CPUC results in PCIA and
PG&E generation rates for
the following year. In this
case, calendar year 2026.

Attachment Staff Report Item 6C
CPUC Proposed Decision (PD)
• The PD essentially proposes to adopt what Ava modeled as the "PCIA Reform" scenario • Specifically, the PD:
o Includes the prior 4 years of available transactions for a given delivery year, instead of only more recent (prior 21 months) transactions
o Uses one value for all RA MPBs that include system, local, and flexible RA, instead of separate values for each type of RA
o Excludes affiliate, swap, and sleeve transactions from RA MPB calculations • The PD, if finalized, will:
o increase calendar 2026 PCIA rates for most Ava customers (depending on vintage) and o lower calendar 2026 PG&E bundled generation rates
• Ava and CalCCA have engaged in this proceeding and filed comments to negotiate altering this implementation
6 Attachment Staff Report Item 6C
Impact of PCIA Reform on Revenues
• In 2026, the impact of PCIA Reform for
2025 true-up is estimated to reduce
revenues by ~$187MM
▪ This reduction is based on retroactive
adjustments to the 2025 RA MPBs used in the
PCIA calculation
▪ Separate from PCIA reform, revenues are
expected to decrease due to true-up of other
market prices that are softening in 2025
• $79MM would be realized in January – June
2026, in this proposed budget
• The remaining $108MM would be realized
in July – December 2026, impacting fiscal
year 2026-2027
7 35,086,000
79,200,000
137,648,000
186,819,000
-
50,000,000
100,000,000
150,000,000
200,000,000
250,000,000
300,000,000
CY Q1 CY Q2 CY Q3 CY Q4
Comparative Revenue Performance & Impact of Reform for
Calendar Year 2026
No Reform PCIA Reform Difference Cumulative
Attachment Staff Report Item 6C
Market Price Benchmark Trends 2023-2027
8 • In addition to changes in the PCIA methodology,
we forecast a softening of prices in 2025 and 2026,
though markets have seen historically high
volatility
• Note that Forecasted and Final MPBs vary
significantly, reflecting year to year market
volatility
RA Market Price Benchmark
Brown Power Market Price Benchmark
RPS Adder
Attachment Staff Report Item 6C
2025-26 Draft Budget
9 Attachment Staff Report Item 6C
Expected Market Environment & Impact to Rates/PCIA
• Rates have increased and PCIA has decreased since 2021, driven by historic increases in market energy prices • We are seeing some stabilization and softening in energy costs where forecasted market prices are likely to set PCIA higher and rates lower in 2026
• The PCIA methodology changes will further increase PCIA and decrease rates in calendar year 2026 • For this presentation, two budget scenarios are considered with varying market price assumptions ▪ Upside Budget: PCIA reform incorporated and assumes higher RPS MPBs (outdated) as filed in May ERRA ▪ Base case Budget: PCIA reform incorporated and assumes lower RPS MPBs based on our internal forecasts 10 2026-U is the Upside Scenario
2026-B is the Base case Scenario

0.081 0.080 0.066

0.113

0.137 0.141 0.147

0.077 0.061

0.029 0.032 0.043

0.024

0.004 0.010 0.004

0.036

0.042

0.016 0.016

0.003

0.022

0.038 0.035 0.034

0.029
-0.05 0.046
0 0.05

0.1 0.15

0.2 2019 2020 2021 2022 2023 2024 2025 2026-U 2026-B
$/kWh
Calendar Year
Customer Rate Revenue Profile
Ava Average Rates PCIA Fees Operating Expenses Margin

0.078 0.082 0.072 0.083

0.132 0.145 0.135

0.112 0.104

0.026 0.030 0.038

0.037

0.012

0.006

0.008

0.017 0.021
-0.02
0 0.02

0.04 0.06

0.08 0.1

0.12 0.14

0.16 2019 2020 2021 2022 2023 2024 2025 2026-U 2026-B
$/kWh
Fiscal Year
Customer Rate Revenue Profile
Ava Average Rates PCIA Fees Operating Expenses Margin
Attachment Staff Report Item 6C
Draft Budget Fiscal Year 2025-2026
11 • Current fiscal year budget is presented
along with an "Actuals" column reflecting
incurred actual costs through March 2025
and projected costs for the final quarter
• Both 2026 budgets assume San Joaquin
County service begins in May, 2026
• 2026 "Base case" budget results in a
deficit of negative $35.3MM and assume
utilization of the Budget Stabilization Fund
to offset this deficit
• While Ava has not previously utilized its
Budget Stabilization Fund, it serves to
balance overcollection and under
collection year to year
AVA COMMUNITY ENERGY FY 2025 FY 2025 FY 2026 FY 2026

BUDGET ACTUALS UPSIDE BASE CASE

OPERATING ACTIVITY
TOTAL OPERATING REVENUE 872,854,000 927,547,000 921,673,000 895,805,000

NON-OPERATING ACTIVITY
TOTAL NON-OPERATING REVENUE 11,449,000 20,557,000 15,115,000 15,115,000 TOTAL NON-OPERATING EXPENSES 25,296,000 23,701,000 11,527,000 11,527,000 NET NON-OPERATING POSITION (13,847,000) (3,144,000) 3,588,000 3,588,000 TOTAL NET REVENUES 42,283,000 107,109,000 25,868,000 0
Attachment Staff Report Item 6C
Draft Budget Scenario Assumptions
• Revenues assume no changes to value proposition under both scenarios. Ava maintains 5% discount to PG&E for Bright Choice and a 0.25 cent premium for Renewable 100 • Net revenues assume Ava maintains a 1% uncollectable rate • Energy costs are derived from a blend of contracted and open positions. Open prices are non-stressed, mean-forecasted market prices. • Implementation of a compliance period procurement methodology over a three-year period of 2024- 2026 with an average target of 81% renewable and carbon free energy, which is unchanged from previous board approved targets
• Assumes San Joaquin County begins service in May of 2026 (to be finalized) • No draws on credit facility or use of reserve funds
• We do anticipate use of Rate Stabilization Fund to offset any budget deficit • Non-operating revenues assume an average of 3.5% interest rate earned through the fiscal year • Personnel headcount as 7 incremental additional staff • Local Development allocation is $10.2MM
12 Attachment Staff Report Item 6C
Budget Uncertainty and Risk Mitigants
• To mitigate the forecasted deficit this
budget incorporates the following actions:
o Adjustments to renewable energy & large
hydro procurement targets (with the
implementation of a compliance period
procurement methodology)
o Reduced local development funding relative to
prior years
o Reduced personnel hiring relative to prior
years
o Reduced Overhead Operating Expenses
relative to prior budget drafts
o Use of the GASB6 Budget Stabilization Fund
(Future consideration for allocating 2024-25
budget surplus to Rate Stabilization Fund)
13 • Staff will monitor our financial forecast closely
and consider future actions at the mid-year to
mitigate further risks:
o Adjustments to the customer value proposition
(Bright Choice rate discount and R100 Premium)
o Further adjustments to procurement targets
o Potential adjustment to SJ County enrollment
timing (To be reviewed further in July)
o Consideration of further reduced spending in
Overhead, local development, hiring, etc.
o Note: Future forecasts (2027 & beyond) are highly
uncertain due to market conditions and PCIA
reform. Longer-term modeling is in process to
incorporate the recent changes to PCIA and the
ERRA filing
Attachment Staff Report Item 6C
Draft Budget: Fiscal Year Revenue Scenarios
14 • Difference in revenues in FY 2026 driven by potential MPB settlements
• No change to value proposition in both scenarios
• Bright Choice: 5% discount to PG&E
• Renewable 100: Premium of 0.25 cents to PG&E
• Uncollectable rates maintained at 1% of sales
• Recognition of $35.3MM of GASB 62 deferred revenue balance At the current 2025 load distribution:
•1% Δ in Bright Choice discount results in
$7.3MM change in revenue
•0.25 cent Δ in R100 premium results in
$5.6MM change in revenue
•Staff may consider a mid-year value
proposition change to bring to the board
later in 2025 as market prices actualize
Fiscal Year 1% ∆ BC 0.25 Cent ∆ R100
First Half 4,303,000 2,745,000
Second Half 3,020,000 2,873,000
AVA COMMUNITY ENERGY FY 2025 FY 2025 FY 2026 FY 2026

BUDGET ACTUALS UPSIDE BASE CASE

OPERATING ACTIVITY

REVENUE & OTHER SOURCES
Electricity Sales 881,671,000 903,378,000 930,983,000 869,170,000 GASB 62 Revenue (Deferral) 0 22,319,000 0 35,327,000
Uncollectables (8,817,000) (9,034,000) (9,310,000) (8,692,000) Other Operating Revenue 0 10,884,000 0 0
TOTAL OPERATING REVENUE 872,854,000 927,547,000 921,673,000 895,805,000 Attachment Staff Report Item 6C
Compliance Period Procurement Methodology
• CA mandated Renewable Procurement Standards (RPS) include Compliance periods of 3-4 years whereby load serving entities can bank/retire RECs in different years relative to the generating year • This allows for management of variable resources like renewable energy and hydro in meeting compliance obligations while increasing procurement of renewables over an extended timeframe • Ava can apply a similar approach for our voluntary procurement targets with 3-4 year periods • This approach can help Ava address deficit concerns and reduce costs associated with over-procurement of green attributes by creating a balancing mechanism across the period 15 • 2024 Power Content Label reflects total
renewables and large hydro of 96% for Ava
• This is a result of a conservative estimation
method to ensure not missing procurement
targets along with well performing assets, a
good water year, and unpredictable
allocation process associated with PG&E
• PG&E procured 23% renewables utilizing
banked RECs to meet its RPS compliance
• PG&E's 2025 power content will change
significantly, likely with lower nuclear and
higher natural gas
2024 Power Content Label
Attachment Staff Report Item 6C
Compliance Period Procurement Methodology (Cont.)
• Without compliance periods, Ava will continue to over procure as our portfolio includes more contingent, as-delivered contracts, based on the new projects that Ava is building • Ava proposes implementing procurement periods for 2024-2026 to utilize over procurement from 2024 in future years, this would result in our Power Content Label being above and below procurement targets in certain years allowing staff to balance procurement levels based on new projects coming online, firm vs. Contingent contracts, and optimal supply/pricing • There are different variations of this methodology and we estimate that this can reduce procurement costs in 2025-26 by $10-16MM, which is incorporated into the budget scenarios • Staff to bring forward more detailed procedures and policy in July for board discussion and review 16 Bright Choice 2020 2021 2022 2023 2024 2025 2026
Board Adjusted Target Procurement NA NA 68% 76% 81% 81% 81% Actuals (Renewables + Large Hydro) 55% 58% 71% 89% 96% TBD TBD Over/(Under) procurement % 1% 3% 3% 13% 15% (7.5%) (7.5%) Compliance Period Adjusted Target 73.5% 73.5%
Attachment Staff Report Item 6C
Rate Stabilization Fund Utilization
17 • The GASB 62 Revenue Deferral Fund was
established by Resolution R-2020-26
• Current balance is approximately $57.6MM
with ~$32.1MM retained specifically for rate
stabilization
• Based on the strong forecasted surplus for
2024-25 of >$107MM, staff will propose a
recommendation to allocate all or a portion
to the Rate Stabilization Fund in July/Sept
timeframe
• If we allocate the current year's full surplus,
this would total $139MM for rate stabilization
o The Rate Stabilization Fund is intended to be
used to balance surplus and deficit year
reflecting over and undercollection year to year FY Contribution Recognition Balance Purpose 2020 12,680,000 - 12,680,000
Stabilize Local Development balance until
Fund is established by Reso R2020-26
2021 15,814,000 12,680,000 15,814,000
Recognized LD balance with fund
establishment via Budget. Contributed to PCIA
PUBA balance through December 2023 as
allocated by Audit
2022 - - 15,814,000
2023 37,200,000 - 53,014,000
~$10.5MM each for on-bill credits and PPA
premium plus $16.2MM for rate stabilization
as allocated by audit and Resolution R-2023-
37 2024 - 10,504,837 42,509,163
Recognition is for on-bill credits, by
Resolution R-2023-58
2025 37,407,824 22,316,492 57,600,495
Contribution for on-bill credits and NBT from
surplus revenue as allocated by audit and
Resolution R-2024-2. Recognition is net on-bill credits by Resolution R-2024-73. 2026 3,194,472 35,327,000 25,467,967
Bold is potential contribution from FY 2024-25
for recognition in FY 2025-26
2027 - 10,504,837 14,963,130
Recognition is for PPA premium contribution
from 2023, by Resolutions R-2023-58 and R-2024-26
2027 - 14,963,130 -
Possible recognition of NBT incentives
contributed in FY 2025
Attachment Staff Report Item 6C
Draft Budget: Overview of Operating Expenses
18 • Expenses are divided into three overall
cost center categories:
• Energy Operations which includes all
energy, energy attributes, and ancillary
related costs and required management
services such as scheduling, data
management, and customer billing
▪ This category comprises nearly 95% of Ava’s
total operating expenses
• Overhead Operations which includes all
personnel and staffing needs as well as
work function cost centers required to
manage the organization at large, and is
about 5% of total operating expenses
• Non-Operating Expenses, which are all
capital and capital transfer related costs,
includes the local development budget.

This category is presented and discussed
in a later slide
Note that Overhead Operating Expenses have been further reduced by approximately $800k from May meetings and the June Ex Comm presentation
AVA COMMUNITY ENERGY FY 2025 FY 2025 FY 2026 FY 2026

BUDGET ACTUALS UPSIDE BASE CASE

EXPENSES & OTHER USES
Cost of Energy 760,248,000 770,121,000 836,970,000 836,970,000 Cost of Energy Services 11,608,000 12,013,000 14,056,000 14,056,000 Total Energy Operating Expenses 771,856,000 782,134,000 851,026,000 851,026,000 Overhead Operating Expenses
Personnel 26,592,000 21,707,000 29,639,000 29,639,000
Marketing & Communications 6,168,000 4,176,000 3,872,000 3,872,000 Legal, Policy, & Regulatory Affairs 4,104,000 2,250,000 4,243,000 4,243,000 Other Professional Services 2,136,000 1,905,000 3,518,000 3,518,000 General & Administrative 5,868,000 5,122,000 7,095,000 7,095,000 Total Overhead Operating Expenses 44,868,000 35,160,000 48,367,000 48,367,000 TOTAL OPERATING EXPENSES 816,724,000 817,294,000 899,393,000 899,393,000 Attachment Staff Report Item 6C
Draft Budget: Fiscal Year Energy Operations
19 Energy Costs
• Costs are derived from a blend of contracted and
open positions for all energy, attributes, and RA
▪ Open prices are non-stressed, mean-forecasted
▪ FY 2026 overall prices are expected to be about 11%
higher than FY 2025 on average
▪ Material increases in Open and RA costs
• RECs are lower to reflect compliance period
savings
• Approx. 25.3% of cost is with open positions to
the market. This gives up to $70MM of potential
cost increases from market risk
• Note: While the last year maintained stabile
market prices, we are still in a period of
historically high brown power prices with FY 2026
prices projected at 70% above 10-year average,
and expected to increase in later years
PPAs Hedges Open Resource
Adequacy
RECs Carbon Free
FY 2026 Budget to FY 2025 Actuals by Attribute
FY 2025 FY 2026
AVA COMMUNITY ENERGY FY 2025 FY 2025 FY 2026 FY 2026

BUDGET ACTUALS UPSIDE BASE CASE

EXPENSES & OTHER USES
Cost of Energy 760,248,000 770,121,000 836,970,000 836,970,000 Energy Services
Data Management/CRM 8,057,000 8,459,000 10,081,000 10,081,000 Billing & Metering 2,820,000 2,826,000 3,208,000 3,208,000 Scheduling 731,000 728,000 767,000 767,000
Cost of Energy Services 11,608,000 12,013,000 14,056,000 14,056,000 Total Energy Operating Expenses 771,856,000 782,134,000 851,026,000 851,026,000 Attachment Staff Report Item 6C
Draft Budget: Fiscal Year Non-Operating Details
20 Non-Operating Revenue
• Interest Income is based on expected returns
for the managed treasury accounts for
reserve funds and rotating working capital
▪ Rates are estimated at 3.5%
• Other Non-Operating Revenue is rent from
the AT&T tower on the 8th Street building
Non-Operating Expenses
• Borrowing Interest are costs associated with
Ava’s credit facility held with US Bank. This
facility will be up for renewal in October 2025
and current market surveys indicate
marginally more favorable rates
• Capital Expenditures are costs estimated for
tenant improvements at 1999 Harrison St
offices
AVA COMMUNITY ENERGY FY 2025 FY 2025 FY 2026 FY 2026

BUDGET ACTUALS UPSIDE BASE CASE

NON-OPERATING ACTIVITY

NON-OPERATING REVENUE
Interest Income 11,400,000 20,545,000 15,066,000 15,066,000 Grants 0 0 0 0
Other Non-Operating Revenue 49,000 12,000 49,000 49,000 TOTAL NON-OPERATING REVENUE 11,449,000 20,557,000 15,115,000 15,115,000

NON-OPERATING EXPENSES
Borrowing Interest 2,796,000 1,301,000 1,087,000 1,087,000 Local Development Funding 22,400,000 22,400,000 10,190,000 10,190,000 Total Capital Expenditures 100,000 0 250,000 250,000
TOTAL NON-OPERATING EXPENSES 25,296,000 23,701,000 11,527,000 11,527,000 NET NON-OPERATING POSITION (13,847,000) (3,144,000) 3,588,000 3,588,000 Attachment Staff Report Item 6C
Draft Budget: Local Development Incremental Funding Allocation 21 Program Area Previous
Upside
Budget
Current
Proposed
Budget
Comments
Ava Charge $5,000,000 $3,000,000 Upside allocation would support expansion to additional cities Critical Municipal Facilities (CMF) $6,000,000 $0 Upside allocation would support a second future portfolio Heat Pump Water Heater support $5,000,000 $0 Program funding to support Air District gas water heater phase out Future Roadmap Funding $5,000,000 $4,000,000 Upside allocation to support 2027 programmatic effort. PCIA reform allocation could be used for CMF, expansion of Ava Charge, heat pump support, or future road map
Consultants for Roadmap $500,000 $500,000 Allocation for external consultants to help inform future roadmap for 2027 forward
Legal expenses $1,500,000 $1,050,000 Expenses associated primarily with Ava Charge and CMF Marketing expenses $2,000,000 $1,640,000 Expenses to support operational programs, such as Ava Charge, Ava Bike Electric, Ava SmartHome Charging, and the upcoming solar and storage program
FY25-26 Total Additional LD Funding $25,000,000 $10,190,000 Est EOY LD Fund Balance $92,000,000
Potential updated Fund Balance $117,000,000 $102,190,000 Ava is currently in the execution phase of previously budgeted programs (more details on following slide) and additional strategic planning for future phase implementations is underway Attachment Staff Report Item 6C
Local Development –
FY26 anticipated spend of existing funding
22 Program Area Previously Funded Comments
Ava Charge $1,500,000 Development, Operations and Marketing Critical Municipal Facilities $8,000,000 Capital expenditure and risk mitigation Grants $950,000 Payments for contracted grants
Solar + storage upfront incentives $2,000,000
Incentives and expenses for ongoing programs
Solar + storage ongoing incentives $500,000
Health-e Communities pilot $1,000,000
Building Efficiency Accelerator $1,000,000
Ava Bike Electric incentives $5,000,000
Ava SmartHome Charging incentives $900,000
Total $20,850,000
Attachment Staff Report Item 6C
Conclusion and Next Steps
• Staff is seeking approval of the presented base case budget, reflecting our best estimate of market prices and reflects a more conservative scenario
• This assumes:
▪ Implementation of a Compliance Period Procurement methodology – detailed procedure and policy to be brought forward for review with board in July
▪ Utilization of GASB-62 Rate Stabilization Fund to offset any potential fiscal year deficit – formal recommendation to allocate a portion of the fiscal year 2024-25 surplus (forecasted at >$107MM) to the Rate Stabilization Fund to be brought forward in July/Sept timeframe • Staff will monitor the budget closely and bring forward pertinent updates to the board in the mid-year and sooner as necessary 23 Attachment Staff Report Item 6C
Appendix
24 Attachment Staff Report Item 6C
Background & Discussion
25 • Every year in June, Ava Board of Directors (the “Board”) approves the following fiscal year’s budget • This draft budget has been reviewed with the Ex Comm (5/7) and FAP (5/8) • The Budget typically goes through a few rounds of review in May with formal board approval in June • The Budget covers the overall categories of the General Operating Fund:
▪ Revenues from Operations
▪ Energy Operating Expenses
▪ Services to Facilitate Energy Operations
▪ Operational Overhead to Energy Operations
▪ Non-Operating Revenues
▪ Non-Operating Expenses, including a Capital Transfer to the Local Development Fund • Expenses are typically 90%+ energy related with overhead and Local Development funding accounting for 6-8% of total expenses
Attachment Staff Report Item 6C
How Ava Works—Revenues & Rates
• Ava offers two electricity products to customers:
• Renewable 100: 100% of the energy is from renewable resources • Originally set at $0.01/kWh above PG&E and has migrated down as Ava financials improved • Currently priced at $0.0025/kWh above PG&E rates
• Bright Choice: In 2025-26 this will be 81% from renewable energy and large hydro, plus ~10% nuclear • Originally set at 1.5% discount to PG&E, reduced to a 1% discount in 2021,increased to a 3% discount in 2022 • The latest adjustment was to a 5% discount to PG&E rates in 2023 • The current percent load of Bright Choice customers is ~72% for FY 2026 26 Attachment Staff Report Item 6C
How Ava Works—Energy Delivery
• Ava sells energy directly to its customers by procuring energy through various market mechanisms and scheduling delivery into California Independent Service Operator (CAISO) • Ava is not responsible for transmission or delivery of the commodity; this is a service retained by PG&E • Per Ava’s risk management policy, much of the expected load is procured and hedged in advance across energy, RECs, and Resource Adequacy
• Ava schedules it's forecasted load with CAISO on a day-ahead basis and real-time basis • This is done regardless of the amount of energy hedges that Ava has procured • The CAISO is California’s regional market balancing authority whose primary purpose is to keep the energy being pulled off the grid balanced by energy being put on the grid to prevent grid damage or area shortages 27 Attachment Staff Report Item 6C
How Ava Works—Billing Cycle
• Revenues are made from sales of energy to customers based on generation rates that are indexed to PG&E cost of service rates as approved by the CPUC
• PG&E will read Ava customer meters to monitor consumption. These reads are then reported to Ava and its Billing data manager
• The consumption data is processed to generate billing amounts based on Ava’s rates and then sent back to PG&E, who then issues the bills and collects payments on Ava’s behalf • PG&E's bundled customers and unbundled (Ava) customers also pay a power charge indifference adjustment (PCIA) and minor system fees. These are collected by PG&E from customer revenues and retained prior to payment distribution to Ava.
o Additionally, all PG&E bundled and unbundled customers are charged a Transmission & Distribution cost • A billing cycle is typically about three months, meaning it takes about three months for Ava to receive payment from a customer’s consumption
• Consumption occurs in the first month
• A bill is issued in the second month
• Payment is due in the third month
28 Attachment Staff Report Item 6C
Power Charge Indifference Adjustment (PCIA)
• Ava’s generation rates to customers are indexed to PG&E’s generation rate • A portion of the generation cost is a pass-through charge to PG&E for the PCIA • The PCIA is how PG&E recovers "stranded costs or credits" for legacy generation resources • PCIA rates are based on an annual mark-to-market
• For Energy, Resource Adequacy (RA), and Renewable Portfolio Standard (RPS) resources, the mark-to-market is against "Market Price Benchmarks" (MPBs)
• Forecasts for MPBs are presented by the Investor-Owned Utilities (IOUs) in May and then updated in October to establish the next year’s rates
• PCIA and rates are "trued up" from forecast to actual, and any overcollection or under-collection is recovered in rates the following year.
• Higher MPBs higher rates and lower PCIA = more operating headroom for Ava • Lower MPBs lower rates and higher PCIA = less operating headroom for Ava 29 Portfolio
Costs
Portfolio
Value*
Stranded
Costs/credit
*Value calculated using “Market
Price Benchmarks” (MPBs)
Attachment Staff Report Item 6C
Carbon Free & Renewable Procurement Schedule
30 • In April 2022, the Board approved
the “Path to Zero by 2030” for the
Bright Choice product, as shown
in the table to the left
▪ Carbon Free percentages reflect
renewable and large hydro energy
on a net annual basis
• In previous years, the Board has
approved an increase to carbon
free procurement targets
• June 2024, the Board approved an
additional 5% to calendar year
2025 targets; increasing from
76% to 81%
Year Path Target Increase Updated Target Increase Updated Target Increase Updated Target Increase Updated Target 2022 63% 5% 68% -- -- -- -- -- --
2023 66% 5% 71% 5% 76% -- -- -- --
2024 71% 0% 71% 10% 81% 0% 81% -- --
2025 76% 0% 76% 0% 76% 5% 81% 0% 81%
2026 81% 0% 81% 0% 81% 0% 81% 0% 81%
2027 85% 0% 85% 0% 85% 0% 85% 0% 85%
2022 2023 2024 2025
Attachment Staff Report Item 6C
Draft Budget: Fiscal Year Personnel Details
31 • FY 2024 Budget was set for 15 additional FTE (83 total) and FY 2025 Budget was set for 15 additional FTE (98 total) to expand on internal expertise, build more depth, and help scale operations further. • FY 2026 Budget seeks to add 7 additional FTE (105 total) to continue addressing increased workflow in key areas and meet essential business needs.
▪ Proposed additional hires have been separated to align with the two budget scenarios presented (7): 3 Power Resources, 2 Operations, 1 Local Development, 1 Marketing • Compensation Adjustments:
▪ COLA: 3%; Promotions/Wage Adjustments: 3%; Merit-based Compensation: 13% • Note: In 2023-2024, Ava adjusted compensation structure to standardize pay scales and create merit-based compensation to reduce pay bias in salaries as a DEI initiative 2025 2025 2026 2026
PERSONNEL BUDGET %Cost ACTUALS %Cost UPSIDE %Cost BASE CASE %Cost Salaries & Wages 19,765,000 74.3% 17,398,000 80.1% 23,171,000 78.2% 23,171,000 78.2% Health Care/Benefits 3,961,000 14.9% 2,229,000 10.3% 3,242,000 10.9% 3,242,000 10.9% Retirement 2,450,000 9.2% 1,778,000 8.2% 2,745,000 9.3% 2,745,000 9.3% Payroll Expenses 416,000 1.6% 302,000 1.4% 481,000 1.6% 481,000 1.6% Total Personnel Costs 26,592,000 100.0% 21,707,000 100.0% 29,639,000 100.0% 29,639,000 100.0% Attachment Staff Report Item 6C
Draft Budget: General & Administrative
32 Current Year Material Items:
• Operational Expenses were slightly higher than expected due to additional banking fees associated with certain energy contracts • Rent & Utilities were slightly above expected amounts due to increased on-site needs with internet, parking, and on-site board meetings
• HR & Recruiting costs were slightly higher than expected with increased recruiting efforts
• Small Equipment is well below expected amounts due to lower than expected equipment cycling
• All other areas are actualizing lower than expected costs Next Year Material Items:
• Operational Expenses: Increased staff costs related
to insurance, service fees, supplies, membership
dues, operational services, building maintenance,
and other relevant G&A
• Membership Dues, Fees, & Operating Expenses:

Costs associated with JPAs, trade associations, and
industry associations (CalCCA, CCCFA, CCPower,
CFEE, Veloz, etc.)
• Software & Subscriptions: Increase covers
additional software needs for Power Resources, HR,
and EAS, as well as essential subscriptions for
ongoing operations with expanded staff
• Rent & Utilities: Increases with lease transition and improvements
• Board & Director Fees: Draft Budget reflects
potential maximum cost

DRAFT BUDGET BUDGET ACTUALS
2026 2025 2025

GENERAL OPERATIONS
Operational Expenses 1,180,000 832,000 1,006,000
Memberships & Sponsorships 1,212,000 600,000 657,000
Software & Subscriptions 2,880,000 2,669,000 1,987,000
Small Equipment 310,000 510,000 70,000
Rent & Utilities 1,021,000 770,000 977,000
Conferences & Prof. Development 231,000 249,000 160,000 HR & Recruiting 170,000 156,000 227,000
Board & Director Fees 91,000 78,000 38,000
Total 7,095,000 5,864,000 5,122,000
Attachment Staff Report Item 6C
Draft Budget: Marketing & Communications
33 Current Year Material Items:
• Advertising & Promotions: Advertising costs and
promotional items were sourced at lower-than-expected costs, also certain special event fundings did not materialize
Next Year Material Items:
• Advertising & Promotions: Event and Local
sponsorships, education and awareness
campaigns, other printing costs
• Required Mailings: Enrollment notifications
for San Joaquin County, Fremont R100
notifications, Joint Rate Mailer, Power Content
Label Mailer
• Communications Consultants: Consultants
for graphic design, public relations, other
creative services
• Software & Subscriptions: With efficiencies
in other areas, software and subscriptions are
expected to increase to compensate

DRAFT BUDGET BUDGET ACTUALS
2026 2025 2025

MARKETING
Advertising & Promotions 1,130,000 1,515,000 474,000
Required Mailings 635,000 1,052,000 877,000
Communications 1,270,000 2,755,000 2,149,000
Sponsorships & Memberships 661,000 780,000 603,000
Software & Subscriptions 176,000 66,000 73,000
Total 3,872,000 6,168,000 4,176,000
Attachment Staff Report Item 6C
Draft Budget: Legal, Policy, & Regulatory Affairs
34 Current Year Material Items:
• Legal Consultants: Certain expected litigations costs did not wholly materialize in the fiscal year, also
efficiencies in procedure developed by counsel and
staffing has reduced outside counsel demand
• Software & Subscriptions: Software expectations
were not implemented in current FY, but are planned
for next year
Next Year Material Items:
• Policy & Legislative Consultants: Expected
increase due to increase in CPUC docket

DRAFT BUDGET BUDGET ACTUALS
2026 2025 2025

LEGAL, POLICY, & REGULATORY AFFAIRS
Legal Consultants 3,143,000 3,238,000 1,585,000
Policy & Legislative Consultants 740,000 560,000 559,000 Software & Subscriptions 281,000 256,000 56,000
Memberships & Sponsorships 79,000 50,000 50,000
Total 4,243,000 4,104,000 2,250,000
Attachment Staff Report Item 6C
Draft Budget: Other Professional Services
35 No significant current year
material items to report.

Consultant projects are well
managed.

Next Year Material Items:
• Operations: Increase due to tenant improvement contractors and project management consultants
• Finance Consultants: Increase is from new Treasury Manager costs and some expected increases in rates from current consultants • Human Resources: With headcount growth and continued staff collaboration on key initiatives, increased need for training & development plus increased scope with 3rd-party staffing agencies. • Technology Consultants: Expanding operations requires additional data engineering and CRM structure and design

DRAFT BUDGET BUDGET ACTUALS
2026 2025 2025

OPERATIONS CONSULTANTS
Operations 475,000 335,000 291,000
Finance Consultants 650,000 333,000 299,000
Power Resources Consultants 741,000 715,000 642,000
Human Resources Consultants 792,000 364,000 327,000
Technology Consultants 410,000 25,000 23,000
Information Technology Consultants 450,000 360,000 323,000 Total 3,518,000 2,132,000 1,905,000
Attachment Staff Report Item 6C
East Bay Community Energy
Board of Directors

MINUTE ORDER
The following was action taken by the Board of Directors on September 16, 2020 Approved as Recommended Other
Unanimous
Albany Berkeley Dublin Emeryville Fremont
Hayward Livermore Newark Oakland Piedmont
Pleasanton San Leandro Tracy Union City Alameda
County
Vote total - 12
Vote Key: N=No; A=Abstain; X=Excused
Documents accompanying this matter:

Resolution(s) R-2020-26
Policy
Contract(s)
Item No. 19
Copies sent to:

I certify that the foregoing is a correct
copy of a Minute Order adopted by the
East Bay Community Energy Board of
Directors.

ATTEST:

Clerk of the Board,
East Bay Community Energy Board of
Directors.

By: ______________________________
Stephanie Cabrera
Attachment Staff Report Item 6D
RESOLUTION NO. 2020-26

A RESOLUTION OF THE BOARD OF DIRECTORS
OF THE EAST BAY COMMUNITY ENERGY AUTHORITY ESTABLISHING A GASB 62 FUND

FOR BUDGET STABILIZATION

WHEREAS
Exercise of Power Act, California Government Code sections 6500 et seq., among the County of Alameda, and the Cities of Albany, Berkeley, Dublin, Emeryville, Fremont, Hayward, Livermore, Piedmont, Oakland, San Leandro, and Union City to study, promote, develop, conduct, operate, and manage energy-related climate change programs in all of the member jurisdictions. The cities of Newark and Pleasanton, located in Alameda County, along with the City of Tracy, located in San Joaquin County, were added as members of EBCE and parties to the JPA in March of 2020.

WHEREAS EBCE has exceeded budgeted performance in the 2019-2020 fiscal year with revenue surplus suitable for GASB 62 compliance for accrual in the 2020- 2021 fiscal year.

WHEREAS The Board of Directors deems it prudent to establish, designate, and maintain a Rate Stabilization GASB 62 Fund to provide a contingency available to satisfy financial covenants, stabilize customer rates, fulfill local development obligations, and other such matters as may be approved from time to time by the Board of Directors, to be funded as deferred surplus revenues from time to time as suitable over-performing years allow.

NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE EAST BAY COMMUNITY ENERGY AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. The Board of Directors hereby authorizes the establishment of an Budget
shall be accounted for as a separate fund from all other EBCE funds, although amounts credited to it may be commingled with other funds of EBCE.

Section 2. The Board of Directors hereby authorizes the Chief Executive Officer and the Treasurer, or their designee, to deposit from time to time such amount as the Treasurer may determine as prudent and appropriate into the Budget Stabilization GASB 62 Fund from any source of moneys designated as surplus in accordance with the budget previously approved by the Board.

Section 3. The Budget Stabilization GASB 62 Fund shall be recognized by GASB 62 and provide a contingency available upon approval by the Board of Directors to satisfy financial covenants, rate stabilization, and such other matters as may be approved from time to time by the Board of Directors.

Attachment Staff Report Item 6D
Section 4. The Chief Executive Officer and the Treasurer, or their designee, are hereby authorized to apply deferred revenues from the 2019-2020 fiscal year in the 2020-2021 fiscal year in an amount not to exceed the Local Development budgeted expenses not yet realized in the 2019-2020 fiscal year as determined by that Section 5. The Chief Executive Officer and the Treasurer, or their designee, are hereby authorized and directed to do any and all things to effectuate the purposes of this Resolution.

ADOPTED AND APPROVED this 16th day of September, 2020.

Dan Kalb, Chair
ATTEST:

Stephanie Cabrera, Clerk of the Board
Attachment Staff Report Item 6D

Draft Minutes
Board of Directors Meeting
Wednesday, May 21, 2025
6:00 pm
In Person:

Conference Room 5
Ava Community Energy
1999 Harrison St
Suite 2300
Oakland CA 94612
Or from the following locations:
• Albany Community Center - 1249 Marin Ave, Albany, CA 94706 • Clipper Club - 5 Captain Dr. Emeryville, CA 94608
• 36510 Dawson St, Fremont, CA 94536
• 1100 Webster St Oakland CA 94607
• 1755 Harvest Landing Ln., Tracy, CA 95376
Via Zoom:
https://ebce-org.zoom.us/j/87023071843
Or join by phone:

If you have anything that you wish to be distributed to the Board of Directors, please email it to the clerk by 5:00 pm the day prior to the meeting. (9:28) The following Member was sworn in:

Ava Community Energy
Board of Directors Page | 2
Councilmember Campbell (Fremont – Alternate)

1. (10:40) Welcome & Roll Call

Present: Members: Marquez (Alameda County), Lopez (Albany), Tregub (Berkeley), Morada (Dublin), Kaur (Emeryville), Campbell (Fremont), Goldstein (Hayward), Barrientos (Livermore), Jorgens (Newark), Brown (Oakland), Gonzalez (San Leandro), Bedolla (Tracy), Sakakihara (Union City), CAC Chair Hernandez (Community Advisory Committee), Vice-Chair Andersen (Piedmont) and Chair Balch (Pleasanton) Not Present: Members: Diallo (Lathrop), Rickman (San Joaquin County) and Fugazi (Stockton)
Please note:

Member Campbell served as the alternate for Member Keng (Fremont).

Member Goldstein served as the alternate for Member Roche (Hayward).

Member Jorgens served as the alternate for Member Del Catancio (Newark).

Member Bedolla served as the alternate for Member Nygard (Tracy).

2. (11:56) Pledge of Allegiance
Member Campbell led the body in reciting the Pledge of Allegiance.

3. (12:42) Public Comment
This item is reserved for persons wishing to address the Board on any Ava-related matters that are not otherwise on this meeting agenda. Public comments on matters listed on the agenda shall be heard at the time the matter is called. As with all public comment, members of the public who wish to address the Board are customarily limited to two minutes per speaker and must complete an electronic speaker slip. The Board Chair may increase or decrease the time allotted to each speaker.

There were no speakers for public comment.

4. Closed Session Public Comment
There were no speakers for the closed session public comment.

5. (14:00) Closed Session
PUBLIC EMPLOYEE PERFORMANCE EVALUATION under California Government Code Section 54957: Performance Evaluation of Chief Executive Officer Howard Chang

6. (35:59) Report Out of Closed Session
Inder Khalsa, Ava General Counsel, stated that the Board opted to move forward with CEO Chang’s contractual 10% bonus as well as the retention bonus, contingent on CEO Chang staying with the organization.

Ava Community Energy
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CONSENT AGENDA

7. (36:28) Approval of Minutes from April 19, 2025

8. Contracts Entered Into (Informational Item)

9. FY 2025 Q3 Treasurer’s Report
Update on Ava’s for FY 2025 Q3 cash position

10.Piper Maddox (LHi Group) Agreement Amendment
Agreement amendment to account for recruiting budget to fill open roles and to prepare for filling roles next fiscal year. Includes temporary placement fees for temporary staff as well as recruitment service charges.

11.Legal Services Contract for Financial Services
Authorizing the CEO to negotiate and execute an agreement with Chapman and Cutler.

The clerk stated that in Item 14 of the April 19, 2025 minutes, CAC Chair Souza was incorrectly identified as having extended an invitation to attend Piedmont’s Food Fest. Vice-Chair Andersen extended this invitation.

Member Gonzalez motioned to approve the Consent Calendar, including the minutes as amended. Member Marquez seconded the motion, which was approved 15/0/0/0/3 (yes/no/abstain/recuse/not present):

Yes: Members: Marquez, Lopez, Tregub, Morada, Kaur, Campbell, Goldstein, Barrientos, Jorgens, Brown, Gonzalez, Bedolla, Sakakihara, Vice-Chair Andersen and Chair Balch
No: none
Abstain: none
Recuse: none
Not Present: Members: Diallo, Rickman and Fugazi

REGULAR AGENDA

12.(39:26) CEO Report
• The Executive Committee (May 7), Finance/Admin/Procurement (May 8), and Marketing/Regulatory/Legislative (May 9) subcommittees met to discuss items including the draft FY 2025–26 budget, critical municipal facilities, prepaid energy transactions, and Ava’s legislative priorities.
• The City of Oakland adopted an innovative EV charging cord policy that allows residents to charge their EVs via cords over sidewalks. Oakland is the only U.S. city allowing Level 2 cords under such a program.

Ava Community Energy
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• Fremont’s residential transition to Renewable 100 is underway, with enrollment support, FAQs, and community engagement being prioritized to ensure a smooth opt-up process.
• Stockton and Lathrop service launch is progressing smoothly; opt-out rates remain within normal ranges at about 5%.
• Ava welcomed Courtney Wall as the new Contracts Manager in the Power Resources team.
• Ava participated in the California Community Choice Association (CalCCA) conference in Irvine, which had record attendance.
• Upcoming community events were listed across Newark, Oakland, and San Leandro for May and June. Board members were encouraged to refer event invitations to Annie Henderson for possible Ava participation.

13.(47:24) CAC Report
CAC Chair Hernandez discussed the May 19, 2025 meeting of the Community Advisory Committee. This meeting included a presentation from the Energy Affordability Ad Hoc Committee, updates on critical municipal facilities, and a review of state legislative bills.

The committee also discussed Ava’s draft budget, noting concern about the reduction in local development funding from $25 million in the upside scenario to $10 million in the PCIA reform budget. As part of the affordability discussion, members emphasized the need to advocate for legislation that lowers electricity bills and proposed expert engagement, including economist Dr. Richard McCann, to analyze IOU business models and risks to Ava from PG&E rate increases. The CAC will continue working with staff on recommendations related to ratepayer protections, expense transparency, and coalition-building to reduce rates.

14. (50:40) FY 2025-2026 Draft Budget Review (Informational Item) Present and discussion the draft budget for the upcoming fiscal year Howard Chang presented two versions of the budget for fiscal year 2025–26: one assuming no regulatory changes (Upside), and one accounting for possible reforms to the PCIA fee that could reduce Ava’s revenue by as much as $187 million. To prepare for this risk, the PCIA Reform scenario includes cutting back on local development funding ($10 million instead of $25 million) and hiring fewer staff (7 new positions instead of 14). Staff also introduced a new approach to renewable energy procurement that spreads targets over several years, helping balance costs and reduce financial pressure. The board was asked to provide feedback on tools like adjusting customer rates, changing procurement levels, or using reserve funds to keep the budget stable. A final budget will be brought to the board in June, with updates based on PG&E’s recent filings and any decisions made by the CPUC.

Ava Community Energy
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(1:45:16) Public Comment – Cynthia Landry spoke in support of prioritizing funding for heat pump water heater programs, especially for low-income residents, and suggested that budgets should be reallocated to increase support for critical municipal facilities. (1:47:18) Public Comment – Bradley Cleveland spoke in support of accelerating local development projects like critical municipal facilities and resiliency hubs to take advantage of federal clean energy tax credits available through the Inflation Reduction Act's direct pay program.
(1:48:54) Public Comment – Jim Lutz asked whether Ava’s practice of indexing rates to PG&E increases exposure to PCIA-related volatility.

Selected Topics Raised by Board Members:
• Member Sakakihara asked why personnel costs are expected to increase next year. He wanted to understand how unfilled positions, hiring timelines, and salary changes contribute to the overall growth in staffing expenses. • Member Sakakihara also asked how potential rate changes could affect low-income CARE/FERA customers. • Member Tregub asked for details about the CPUC’s upcoming changes to the PCIA and how Ava could influence the process.
• Members Tregub, Gonzalez, and Balch supported the idea of using a multi-year compliance period for renewable energy goals. Member Gonzalez said it’s important to first see how this method would have worked in past years to avoid unexpected problems.
• Chair Balch and Member Gonzalez asked for clearer information about how each of the proposed budget options—like changing rates, cutting programs, or reducing hiring—would help close possible budget gaps.
• Member Marquez asked if Ava could revisit and increase local development funding later in the year if more money becomes available. • Member Marquez also suggested using trained interns or shorter staff shifts to help Ava attend more local events.
• Member Marquez and Chair Balch agreed that if the conservative scenario is adopted, the board should plan a mid-year check-in (likely in November or December) to consider restoring local development funding if financial conditions improve.

15.(2:17:19) Critical Municipal Facilities Update (Action Item) Ava Community Energy
Board of Directors Page | 6
Authorize CEO to negotiate and execute agreement with McMillan Electric and City PPAs JP Ross presented a proposal to develop solar and battery storage systems at eight critical municipal sites across four cities, requesting board approval for contracts with McMillan Electric and participating cities, along with an $8 million allocation from Ava’s local development fund. The projects aim to improve resilience during power outages and provide modest long-term bill savings for cities, while also allowing Ava to gain experience in owning assets and utilizing federal tax credits through the Inflation Reduction Act. The selected contractor, McMillan Electric, was chosen through a competitive RFP process and has committed to using union and local labor, with at least 50% of on-site hours from Alameda or San Joaquin counties. If approved, project execution will begin immediately, with construction targeted for completion by April 2026 to qualify for more favorable Net Energy Metering (NEM 2.0) terms. (2:57:08) Public Comment: Bradley Cleveland thanked Ava leadership for partnering with labor groups to ensure local hiring and apprenticeship opportunities. He also stated that while the project carries financial risks, it provides important benefits by improving city resilience to climate impacts.

Selected Topics raised by Board Members:
• Member Marquez asked whether the project would be phased or if all sites would move forward simultaneously, and how Ava would monitor compliance with labor agreements.
• Member Goldstein asked about Ava’s risk exposure if equipment suppliers or contractors were to fail.
• Member Tregub asked which “safe harbor” provisions Ava was relying on to mitigate risk in the event of a repeal or change to the federal Investment Tax Credit (ITC).
• Member Gonzalez asked how Ava would manage risk in scenarios such as building fires or utility line damage, and whether insurance responsibilities would fall to Ava or the host cities. He also asked how performance guarantees would be structured to protect Ava in the event of underperformance or equipment failure. • Chair Balch asked whether Ava had considered the risk of future asset relocation—such as during re-roofing or site reconfiguration—and how termination clauses in the contracts would address those scenarios. • Member Morada asked whether Ava currently has the internal engineering and asset management capacity to operate the new systems.

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Member Tregub motioned to approve the staff’s recommendation. Member Barrientos seconded the motion, which was approved 14/0/0/0/4 (yes/no/abstain/recuse/not present):

Yes: Members: Marquez, Tregub, Morada, Kaur, Campbell, Goldstein, Barrientos, Jorgens, Brown, Gonzalez, Bedolla, Sakakihara, Vice-Chair Andersen and Chair Balch
No: none
Abstain: none
Recuse: none
Not Present: Members: Lopez, Diallo, Rickman and Fugazi

16.(3:08:00) 2025 State Legislative Bills (Action Item) Request approval for bill positions
Sam Sadle, Ava’s Principal Legislative Manager, presented two action items: an update to the agency’s legislative platform and a recommendation to adopt positions on 14 state bills relevant to Ava’s mission. The updated platform adds two new policy principles— electricity affordability and bill transparency. Sadle explained the internal process used to filter 2,350 bills down to 28 of relevance, ultimately recommending action on 14 of them across categories like decarbonization, affordability, local development, and board governance.
(3:11:52) Public Comment – Colin Cook Miller, speaking on behalf of the Reclaim Our Power Utility Justice Campaign, urged the Board to support SB 332, which would explore transitioning investor-owned utilities like PG&E to nonprofit or public ownership.

Item 16A. State Legislative Bills Platform:

Member Marquez motioned to approve the staff recommendation. Member Sakakihara seconded the motion, which was approved 14/0/0/0/4 (yes/no/abstain/recuse/not present):

Member Brown asked whether any of the bills under consideration had become two-year bills.

Member Morada questioned why the board was taking a formal vote at this stage given ongoing legislative uncertainty.

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Member Gonzalez expressed disappointment that Ava had not supported SB 540 despite widespread support from other CCAs and the Brattle Group’s findings.

Item 16B. State Legislative Bills Program:

Member Tregub motioned to approve the balance of staff’s recommendation - bullets 2 and 3 on page one of the Item 16 Staff Report, quoted below:
• “Staff recommendation that you adopt a “support” position on Assembly Bills (“AB”) and Senate Bills (“SB”) AB 39 (Zbur), AB 44 (Schultz), AB 259 (Rubio), AB 729 (Zbur), AB 915 (Petrie-Norris), SB 239 (Arreguin), SB 254 (Becker), SB 282 (Weiner), SB 314 (Padilla), SB 453 (Stern), SB 698 (McNerney); and
• Staff recommendation that you adopt a “support if amended” position on AB 222 (Bauer-Kahan), SB 283 (Laird), and SB 541 (Becker).” Member Barrientos seconded the motion, which was approved 13/0/0/0/5 (yes/no/abstain/recuse/not present):

Yes: Members: Marquez, Tregub, Morada, Campbell, Goldstein, Barrientos, Jorgens, Brown, Gonzalez, Bedolla, Sakakihara, Vice-Chair Andersen and Chair Balch
No: none
Abstain: none
Recuse: none
Not Present: Members: Lopez, Kaur, Diallo, Rickman and Fugazi

17.(3:50:54) Board Member and Staff Announcements including requests to place items on future Board of Directors Meeting Agendas
• Chair Balch spoke about the need for subcommittee attendance.

18.Adjourned at 10:51pm.

The next Ava Board of Directors meeting will be held on Wednesday, June 18, 2025 at 6pm:

Conference Room 5
Ava Community Energy
1999 Harrison Street, Suite 2300
Oakland, CA 94612
Consent Item 8
Consent Item 8
To: Ava Community Energy Authority
From: Howard Chang, Chief Executive Officer
Subject: Contracts Entered Into
Date: June 18, 2025
_____________________________________________________________________

RECOMMENDATION
Accept the CEO’s report on contracts that Ava Community Energy has entered into, as required by the Administrative Procurement Policy, from May 14, 2025, through June 11, 2025; C-2025-090 Xynteo Limited (United Kingdom) Consulting Services Agreement, provides strategic load growth analysis, effective May 18, 2025, through May 17, 2026, with a maximum compensation of $95,000.

C-2025-091 PFM Financial Advisors (El Segundo, CA) Engagement Letter provides financial advisory services related to procurement of Line of Credit, effective May 15, 2025, through May 15, 2026, with a maximum compensation of $30,000.

C-2025-092 Rubicon Point Partners (Rotunda) (Oakaland) Purchase Rider Provides temporary location at the Rotunda to host Ava's July Board of Directors and Community Advisory Committee meetings with compensation not to exceed $2,852 through July 1, 2025.

C-2025-093 Alan Comnes d/b/a New Energy Works Consulting April 2025 Amendment to the CSA extends the term through June 30, 2026, and adds $100,000 in compensation for the term July 1, 2025, June 30, 2026, for power procurement technical services C-2025-094 Chapman & Cutler Engages Chapman & Cutler for legal services related to prepay through June 30, 2026, with compensation not to exceed $175,000.

C-2025-095 City of Lathrop Sponsorship Agreement for $17,500 for Lathrop's July 2025 birthday celebration.

Consent Item 8
C-2025-096 Bentham Paulos May 2025 Amendment to the Consulting Services Agreement adds $15,000 in additional compensation through June 30, 2025.

C-2025-097 Downtown San Leandro Community Benefit District Sponsorship Agreement, for sponsorship of 2025 event cycle with a cost of $10,000.

C-2025-098 Pivotal Talent Search May 2025 Amendment to the Consulting Services Agreement, adds $98,000 in additional compensation through June 30, 2026.

C-2025-099 Charge Across Town May 2025 Amendment to the Consulting Services Agreement, extends term through June 30, 2026.

C-2025-100 Paul Ferradas May 2025 Amendment to the Consulting Services Agreement, extends term through June 30, 2026.

C-2025-101 FinalOption Corp dba Pacific Printing May 2025 Amendment to the Consulting Services Agreement, adds $75,000 in additional compensation.

C-2025-102 Berkeley Air Monitoring Group May 2025 Amendment to the Consulting Services Agreement, extends term through January 31, 2026.

C-2025-103 FinalOption dba Pacific Printing (San Jose, CA) Consulting Services Agreement, provides printing and mailing services, effective July 1, 2025, through June 30, 2026, with a maximum compensation of $75,000.

C-2025-104 Smarty, LLC (Orem, UT) Purchase Rider for monthly services and one fixed fee Autocomplete purchase of $5,000, with compensation not to exceed $8,800 through June 30, 2025.

C-2025-105 Project6 Design Consulting Services Agreement adds $99,000 in additional compensation and extends the term through June 30, 2026.

C-2025-106 First Principles Advisory May 2025 Amendment to the Consulting Services Agreement, adds $50,000 in additional compensation and extends the term through December 31, 2025.

C-2025-107 Coastal Cloud May 2025 Amendment to the Consulting Services Agreement, adds $50,000 in additional compensation.

C-2025-108 Jason Blalock June 2025 Amendment to Consulting Services Agreement extends termination date of the agreement through June 30, 2026.

C-2025-109 DNV Energy (Katy, TX) Consulting Services Agreement for Engineering Procurement and construction agreement negotiation through 8/29/2025 with compensation not to exceed $99,000.

C-2025-110 Bay Area News Group (BANG) (San Ramon, CA) Advertising Agreement for printed & digital ads through June 30, 2026, with compensation not to exceed $99,000.

C-2025-111 LHi Group Amendment to Staffing Services Agreement confirms the amount of compensation for Contract/Temporary services through June 30, 2025, is not to exceed $50,000 Consent Item 8
C-2025-112 LHi Group Amendment to Staffing Services Agreement confirms the amount of compensation for Permanent Staffing Placement Services through June 30, 2025, is not to exceed $130,000

Consent Item 9
Consent Item 9
To: Ava Community Energy Authority
From: Sean Alexander, IT Project Manager
Subject:

Approving a Resolution of the Board of Directors of Ava Community Energy Authority Authorizing the CEO to Negotiate and Execute an Amendment to the Existing Consulting Services Agreement and Negotiate and Execute a New Consulting Services Agreement with PC Professional, Inc.,
Date: June18, 2025
__________________________________________________________________ Summary/Recommendation
Adopt a Resolution authorizing the CEO to 1) negotiate and execute an Amendment to the existing Consulting Services Agreement (“CSA”) with PC Professional, Inc. (PC Pro”) to increase the compensation by $100,000 for the current Fiscal Year of 2024/2025 and 2) negotiate and execute a new CSA for Fiscal Year 2025/2026 with compensation not to exceed $275,000.

Financial Impact
The Amendment will increase the not to exceed (“NTE”) for Fiscal Year 20245/2025 by $100,000 for a total NTE of $620,000 for the existing CSA. The new CSA for Fiscal Year 2025/2026 provides for compensation not to exceed $275,000.

Analysis and Context (with deadlines as applicable)
Ava has an existing CSA with PC Pro, an IT services provider responsible for managing IT office infrastructure, IT and user support functions both remotely and in the Ava office, through Consent Item 9
June 30, 2025. An Amendment for Fiscal Year 2024/2025 added $100,000 in compensation in June 2024, and another Amendment was approved by the Board in February 2025 for an additional $100,000; however, due to increased IT needs related to an increased number of staff, and upcoming office improvements, additional compensation is required through the end of the Fiscal Year 2024/2025.

To ensure uninterrupted IT support for Ava, staff is requesting Board approval of an Amendment to the existing CSA to add an additional $100,000 for Fiscal Year 2024/2025, .

Additionally, staff is requesting Board approval of a new CSA with PC Pro for Fiscal Year 2025/2026 with a NTE of $275,000.

This request aligns with Ava’s operational priorities, given the critical role IT services play in supporting our employees and maintaining organizational productivity.

Background and Selection Process
When Ava originally contracted with PC Pro, they were selected after the solicitation of three verbal quotes, and they have been a trusted partner, consistently meeting Ava’s evolving IT needs and ensuring high-quality service since 2018.

Staff is seeking Board approval to extend the existing CSA with PC Pro through the end of Fiscal Year 2024/2025 and also seeking Board approval to enter into a new CSA with PC Pro for Fiscal Year 2025/2026 as a sole source contract. This request is based on the following rationale:

1. Continuity of Operations: PC Pro has been our IT services provider since 2018, and they have deep institutional knowledge of our systems, infrastructure, and operational needs. A change of vendor at this time would require a significant transition period, during which our operations could be disrupted.

2. Customization: Over the course of our relationship, PC Pro has customized processes and systems to meet our specific requirements. Replacing the vendor would necessitate duplicating those efforts, resulting in substantial costs, time, and risks of data or service loss.

3. Avoidance of Service Disruption: IT services are essential to our daily operations.

Transitioning to a new vendor could create downtime, security vulnerabilities, or technical failures that would negatively impact staff productivity and our ability to serve customers.

4. Proven Performance and Reliability: PC Pro has consistently delivered high-quality support, demonstrated reliability, and responded quickly to Ava’s evolving needs. Their continued engagement offers predictability and mitigates the risks associated with onboarding a new, unproven vendor.

5. Cost Efficiency: While a competitive process may identify lower-cost vendors, the overall cost of transition—including procurement time, onboarding, and potential disruptions—would likely outweigh any short-term savings.

Consent Item 9
For these reasons, we respectfully request approval to continue contracting with PC Pro, under a new CSA, as a sole source provider, in the best interest of Ava’s operational stability and service continuity.

Scope and Timeline
The Amendment would cover the remainder of the current Fiscal Year 2024/2025 and the new CSA would cover next Fiscal Year 2025/2026, allowing PC Pro to continue providing:
• Helpdesk support for Ava employees.
• Preparation of equipment and accounts related to onboarding • Maintenance and troubleshooting of office IT infrastructure. • Proactive management of hardware, software, and cybersecurity requirements • Preparation for office improvements
Attachments
A. Resolution of the Board of Directors of the Ava Community Energy Authority Authorizing the CEO to Negotiate and Execute an Amendment to the Consulting Services Agreement and Negotiate and Execute a New Consulting Services Agreement with PC Professional, Inc.

B. Draft CSA Amendment
C. Draft CSA for FY 2025/2026
Attachment Consent Item 9A
RESOLUTION NO. R-2025-XX

A RESOLUTION OF THE BOARD OF DIRECTORS

OF THE AVA COMMUNITY ENERGY AUTHORITY AUTHORIZING THE

CEO TO NEGOTIATE AND EXECUTE AN AMENDMENT TO THE EXISTING

CONSULTING SERVICES AGREEMENT AND NEGOTIATE AND EXECUTE A

NEW CONSULTING SERVICES AGREEMENT WITH PC PROFESSIONAL, INC.

WHEREAS Ava Community Energy Authority (“Ava”) was formed as a community choice aggregation agency (“CCA”) on December 1, 2016, under the Joint Exercise of Powers Act, California Government Code sections 6500 et seq., among the County of Alameda, and the Cities of Albany, Berkeley, Dublin, Emeryville, Fremont, Hayward, Livermore, Piedmont, Oakland, San Leandro, and Union City to study, promote, develop, conduct, operate, and manage energy-related climate change programs in all of the member jurisdictions. The Cities of Newark and Pleasanton, located in Alameda County, along with the City of Tracy, located in San Joaquin County, were added as members of Ava and parties to the Joint Powers Agreement (“JPA”) in March of 2020. The City of Stockton was added as a member to Ava in September of 2022. The City of Lathrop was added as a member to Ava in October of 2023. San Joaquin County was added as a member to Ava in July 2024. On October 24, 2023, Ava legally adopted the name Ava Community Energy Authority, where it had previously used the name East Bay Community Energy Authority since its inception.

WHEREAS Ava executed a Consulting Services Agreement (“CSA”) with PC Professional, Inc. (“PC Pro”) on July 1, 2020, to provide IT support service, and hardware and software procurement to Ava with compensation not to exceed $30,000.

On June 30, 2021, Ava entered into a First Amendment to the CSA for the purposes of adding $90,000 in compensation, updating the scope of work, and extending the term to June 30, 2022. On June 30, 2022, Ava entered into a Second Amendment to the CSA for the purposes of adding $100,000 in compensation and extending the term to June 30, 2023. On June 30, 2023, Ava entered into a Third Amendment to the CSA for the purposes of adding $100,000 in compensation and extending the term to June 30, 2024. On June 30, 2024, Ava entered into a Fourth Amendment to the CSA for the purposes of adding $100,000 in compensation and extending the term to June 30, 2025. In February 2025, Ava entered into a Fifth Amendment to the CSA for the purposes of adding $100,000 in compensation;
WHEREAS Ava has surpassed the maximum compensation under the CSA for Fiscal Year (“FY”) 2024/2025;
WHEREAS Ava would like to increase the compensation to PC Pro for their continued information technology (“IT”) services, including managing IT functions and user support both remotely and in the Ava office. Adding compensation to the CSA is necessary to ensure continued support from PC Pro;
Attachment Consent Item 9A
WHEREAS Ava desires to amend the existing CSA to add $100,000 in compensation for the remainder of FY 20224/2025; and
WHEREAS Ava desires to enter into a new CSA with PC Pro for IT services from July 1, 2025, through June 30, 2026, as a sole source provider, with compensation not to exceed $270,000, as it in the best interest of Ava’s operational stability and service continuity.

NOW, THEREFORE, THE BOARD OF DIRECTORS OF AVA COMMUNITY ENERGY AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. The Board hereby authorizes the Chief Executive Officer to negotiate and execute an Amendment to the existing CSA, subject to the approval of General Counsel, with PC Prol for additional compensation up to the amount of $100,000 for a total compensation amount not to exceed $620,000.

Section 2. The Board hereby authorizes the Chief Executive Officer to negotiate and execute a new CSA, subject to the approval of General Counsel, with PC Pro for IT services from July 1, 2025, through June 30, 2026, with the total compensation amount not to exceed $275,000.

ADOPTED AND APPROVED this 18th day of June 2025.

Jack Balch, Chair
ATTEST:

Adrian Bankhead, Clerk of the Board
Attachment Consent Item 9B
1 June 2025 Sixth Amendment to Consulting Services Agreement by and Between Ava Community Energy Authority and PC Professional, Inc.

This Sixth Amendment to the Agreement with PC Professional, Inc. for Consulting Services (“Sixth Amendment”) is made this 18th day of June 2025, by and between the Ava Community Energy Authority, a Joint Powers Agency formed under the laws of the State of California (“Ava”) and PC Professional, Inc. a California Corporation (“PC Pro”), for the purposes of adding additional compensation.

Recitals
A. Ava and PC Pro entered into that certain Consulting Services Agreement dated July 1, 2020 (“Agreement”), wherein PC Pro agreed to provide information technology (IT) support services and hardware and software procurement to Ava, with compensation not to exceed $30,000.

B. Ava and PC Pro entered into that certain First Amendment to the Agreement dated June 30, 2021 (“First Amendment”) for the purposes of adding $90,000 in additional compensation, updating the scope of work, and extending the term to June 30, 2022.

C. Ava and PC Pro entered into that certain Second Amendment to the Agreement dated June 30, 2022 (“Second Amendment’) for the purposes of adding $100,000 in additional compensation and extending the term to June 30, 2023.

D. Ava and PC Pro entered into that certain Third Amendment to the Agreement dated June 30, 2023 (“Third Amendment’) for the purposes of adding $100,000 in additional compensation and extending the term to June 30, 2024.

E. Ava and PC Pro entered into that certain Fourth Amendment to the Agreement dated July 1, 2024 (“Fourth Amendment’) for the purpose of adding $100,000 in additional compensation, extending the term to June 30, 2025, and update reference to Ava.

F. Ava and PC Pro entered into that certain Fifth Amendment to the Agreement dated February 19th, 2025 (“Fifth Amendment’) for the purpose of adding $100,000 in additional compensation.

G. Ava and PC Pro now desire to amend the Agreement to add additional compensation, increasing the not-to-exceed amount by $100,000 for the term of July 1, 2024, to June 30, 2025.

Now therefore, for good and valuable consideration, the amount and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Section 6.1 of the Agreement (“Compensation and Payment”) is amended in part to increase the total compensation of the Agreement by $100,000 for a total amount not Attachment Consent Item 9B
2 to exceed Six Hundred Twenty Thousand Dollars ($620,000) and Exhibit E of the Agreement is replaced with the attached revised Exhibit E.

2. All other terms and conditions in the Agreement not otherwise modified by this Sixth Amendment will remain in full force and effect.

In witness whereof, the Parties have entered this Sixth Amendment on the date written above.

Ava Community Energy Authority,
A Joint Powers Authority
Howard Chang
Chief Executive Officer
Date: ____________________________
Approved as to form:

Ava General Counsel
PC Professional Inc.

A California Corporation
Joe Santorsiero
Vice-President
Date: ______________________________
Dan Sanguinetti
Secretary/CEO
Date: ______________________________
Attachment Consent Item 9B
E-1
Exhibit E
Compensation/Budget
Ava shall compensate Consultant for services provided under this Agreement as follows:

Services performed under this Agreement will be billed at a rate of $135 per hour.

Total compensation to be paid to the Consultant under this Agreement shall not exceed $620,000;
• $300,000 for the fiscal year from July 1, 2024 to June 30, 2025, • $100,000 for the fiscal year from July 1, 2023 to June 30, 2024, • $100,000 for the fiscal year from July 1, 2022 to June 30, 2023, • $90,000 for the fiscal year from July 1, 2021 to June 30, 2022, • $30,000 for the fiscal year July 1, 2020 to June 30, 2021.

This not to exceed amount does not apply to the cost of hardware or software procured by the Consultant, which shall be purchased and invoiced separately from the fees for hourly services provided under this Agreement.

Attachment Consent Item 9C
1 June 2025 Consulting Services Agreement
Ava Community Energy
Authority (“Ava”)
Signature: [companySignerSignature_KPpknIy]
By: [companySignerName_F4OqAwu]
Date: [companySignerDateField_kADuwEz]
Approval as to
Form:
[approvalAsToFormSignature_yPxy4LU]
Address: 1999 Harrison Street, Suite 2300
Oakland, CA 94612
Ava Notice Emails: [email protected] with a cc to:
[email protected]
Relationship
Manager:

Sean Alexander
PC Professional, Inc
a California Corporation
(“Consultant”)
Signature: [counterpartySignerSignature_xbAWUWT]
By: [counterpartySignerName_CDDO66l]
Date: [counterpartySignerDateField_vztquxC]
Notice Attn: Joe Santorsiero
Phone: 510.874.5861
Notice Address: 1615 Webster Street, Oakland, California 94612, United States
Notice Email(s): [email protected]
Effective Date This agreement is effective as of July 1, 2025.

Expiration Date June 30, 2026
Not To Exceed (“NTE”) $275,000.00
May 2025 template.

This Consulting Services Agreement (the “Agreement”) is made by and between Ava Community Energy Authority, a joint powers authority formed under the laws of the State of California (“Ava”), and the counterparty set forth above (“Consultant”) as of the Effective Date. Ava and Consultant are herein referred to as “Parties” or individually as a “Party.”

1. Recitals
Attachment Consent Item 9C
2 1.1. Ava Recitals. Ava is an independent joint powers authority duly organized under the provisions of the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.) with the power to conduct its business and enter into agreements.

1.2. Consultant Recitals. Consultant possesses the skill, experience, ability, background, certification and knowledge to complete the Work described in Section 3 of this Agreement pursuant to the terms and conditions described herein.

NOW THEREFORE, for good and valuable consideration, the amount and sufficiency of which is hereby acknowledged, the Parties to this Agreement, agree as follows:

2. Term. The term of this Agreement begins as of the Effective Date of this Agreement ends as of the Expiration Date, unless terminated earlier pursuant to Section 8 (Termination).

3. Scope of Work/Compliance with Laws and Regulations.

3.1. Work. Consultant agrees to perform the scope of work (the “Work”) in Exhibit A in accordance with the schedule in Exhibit B.

3.2. Requirements. Consultant represents and warrants that it has the skill and expertise to perform the Work. Consultant agrees to obtain any and all necessary licenses, approvals or permits necessary to perform the Work.

3.3. Legal Compliance. Consultant and its contractors, consultants, sub-suppliers, affiliates, agents and any other person or entity with whom the Consultant contracts in furtherance of this Agreement (collectively “Subconsultants”) must comply with all federal, state and local laws and regulations in performing the Work under this Agreement. Without limiting the foregoing, if work required to be performed by the Consultant is a “public work” as defined in California Labor Code Section 1720, then pursuant to the provisions of Labor Code Sections 1725.5 and 1771, the Consultant shall be registered with the Department of Industrial Relations (“DIR”), and will pay and require subcontractors to pay the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to perform this Agreement, as established by the DIR. As of the execution of this Agreement, these rates may be obtained at:
http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. Consultant shall provide a copy of prevailing wage rates to any staff, contractor and/or Subconsultant hired by Consultant for this Agreement and shall pay the adopted prevailing wage rates as a minimum. Consultant shall comply with the provisions of Sections 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code.

Pursuant to the provisions of 1775 of the Labor Code, Consultant shall forfeit to Ava, as a penalty, the sum of $200.00 for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, is paid less than the applicable prevailing wage rates for any work done under this Agreement, by them or by any subcontractor under them, in violation of the provisions of the Agreement.

4. Consultant Staffing. Exhibit C contains a list of Consultant’s principal and all team members. Consultant will not change or substitute the principal or any team members or add additional team members without consultation with Ava.

5. Subconsultants.

5.1. Approved Subconsultants. Consultant agrees to use only those Subconsultants listed on Exhibit D.

Consultant shall notify Ava within a reasonable period of time of any changes, additions, or removals of a Subconsultant.

5.2. Subconsultant Compliance. Consultant agrees to require all Subconsultants to comply with the terms of this Agreement, including without limitation, the public works requirements in Section 3.3, the insurance obligations under Section 9, the confidentiality requirements under Section 11, and the requirement to indemnify Ava as provided in Section 12.

6. Invoicing and Payment.

6.1. Time and Materials. If the Work under this Agreement is to be performed on a time and materials basis, Consultant must submit invoices to Ava on a monthly basis, complete with the name of the Attachment Consent Item 9C
3 individual that conducted the Work, the time spent, and a brief description of the tasks performed during that time. If requested by Ava, Consultant must include the contract number provided by Ava and the total compensation remaining on the Agreement on each monthly invoice. Notification to Ava should be provided once the contract budget has been used up by 80% (including invoiced work and work that may not have been invoiced yet) the amount of which is set forth in Exhibit E. Invoices must be submitted to Ava by the 20th of the month following the month in which Consultant performed the Work.

6.2. Milestone. If the Work under this Agreement is to be performed on a task or project basis, the Consultant will submit an invoice within thirty (30) days of completing the project to the satisfaction of Ava for full payment, unless other arrangements have been made.

6.3. Markups. Ava will not agree to pay any markups on Subconsultant services or supplies unless such markups are included in Exhibit E, Compensation/Budget and such markups were included in Consultant’s bid, if applicable.

6.4. Payment Processing. The following are conditions on Ava’s obligation to process any payments under this Agreement:

6.4.1. If the Consultant is a U.S. based person or entity, the Consultant must provide to Ava a properly completed Internal Revenue Service Form W-9 before Ava will process payment. If the Consultant is a U.S based person or entity but has neither a permanent place of business in California nor is registered with the California Secretary of State to do business in California, the Consultant must provide Ava with a properly completed California Franchise Tax Board form related to nonresident withholding of California source income before Ava will process payment.

6.4.2. If the Consultant is not a U.S. based person or entity, the Consultant must provide Ava with the applicable Internal Revenue Service form related to its foreign status and a California Franchise Tax Board form related to nonresident withholding before Ava will process payment.

6.5. Payment. Ava agrees to pay undisputed invoices within forty-five (45) days of receipt. Invoices may be sent to Ava by U.S. mail or electronic mail to [email protected]. Invoices will be deemed received on the next business day following the date of receipt via electronic mail or three days after receipt via U.S. mail. Notwithstanding anything to the contrary in this Agreement or any related document, Ava shall have no obligation to remit payment for fees in excess of the NTE.

6.6. Members. Ava, as a joint powers authority, is a separate public entity from its constituent members and will be solely responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Consultant acknowledges that it will have no rights and agrees not to make any claims, take any actions or assert any remedies against any of Ava’s constituent members in connection with this Agreement.

7. Records Retention and Ownership of Work Product.

7.1. Records. The Consultant must retain all ledgers, books of accounts, invoices, vouchers, cancelled checks, background materials, or other records relating to its performance under this Agreement for a period of three (3) years following termination of this Agreement.

7.2. Ownership. Ava owns all rights, including without limitation, all licenses, copyrights, service marks and patents, in and to all Work Product(s), whether written or electronic, without restriction or limitation upon their use and immediately when and as created by the Consultant, any Subconsultants, or any other person engaged directly or indirectly by the Consultant to perform under this Agreement. “Work Product(s)” means all writings, reports, drawings, plans, data, video, media, photographs, renderings, plans, software, models, and other similar documents and materials developed or created by Consultant or its Subconsultants on behalf of or for use by Ava under this Agreement. All Work Product(s) will be considered “works made for hire,” and together with any and all intellectual property rights arising from their creation will be and remain the property of Ava without restriction or limitation upon their use, duplication or dissemination by Ava. Consultant agrees not to obtain or attempt to obtain copyright protection in its own name for any Work Product.

Attachment Consent Item 9C
4 8. Termination.

8.1. Upon Notice. Ava may terminate this Agreement for any reason by giving Consultant written notice.

The termination notice may set the date of termination, but if no such date is given, termination is effective seven (7) days following the date of the written notice.

8.2. For Breach. Ava may terminate this Agreement immediately upon written notice for any material breach of this Agreement by Consultant or any of its Subconsultants. If Ava terminates this Agreement for cause and obtains the same services from another consultant at a greater cost, the Consultant is responsible for such excess costs in addition to any other remedies available to Ava.

8.3. Completion Option. Upon termination for any reason, Ava has the option of requiring the Consultant to complete work up to the date of termination or to cease work immediately. Ava has the further option to require Consultant to provide Ava any finished or unfinished Work or Work Product prepared by the Consultant up to the date of termination.

8.4. Payment. Ava will pay Consultant the reasonable value of services satisfactorily rendered by the Consultant to Ava up to the date of written notice of termination. If Ava authorizes Consultant to continue performing the Work through the date of termination, Ava will pay Consultant the reasonable value of services satisfactorily rendered up through the date of termination, providing such services are in compliance with the Compensation/Budget in Exhibit E.

8.5. Return of Work Product. Upon termination of this Agreement, and at no cost to Ava, Consultant, its Subconsultants and anyone working for Ava under control of Consultant must return all Work Product to Ava and cooperate with any subsequent consultant during any transition. Consultant may only retain copies of the Work Product by express written permission of Ava.

9. Insurance

9.1. Proof of Insurance. Consultant must procure, maintain and comply with the insurance requirements in Exhibit F throughout the full term of this Agreement. Consultant must provide proof of insurance either in the form of a certificate of insurance or, if requested by Ava, a copy of the insurance policy, prior to performing any work under this Agreement.

9.2. Ongoing Coverage. Consultant agrees to stay in compliance with the insurance coverage requirements during the term of this Agreement. Consultant must give Ava ten (10) days written notice and obtain Ava’s written approval prior to making any modifications that would reduce its insurance coverage.

9.3. Subconsultant Coverage. Consultant must either include Subconsultants under its insurance policies or require each Subconsultant to comply with the insurance obligations in Exhibit F.

10. No Discrimination or Conflict of Interest

10.1. Non-Discrimination. Consultant represents and warrants, on behalf of itself and its Subconsultants, that it has not and will not discriminate against anyone based on his/her age, color religion, sex, sexual orientation, disability, race, national origin, or any other protected category under state or federal law.

10.2. Conflict of Interest. Consultant represents and warrants, on behalf of itself and its Subconsultants, that it is familiar with local, state and federal conflict of interest laws, that in entering into this Agreement it is not violating any of the conflict of interest laws, that it will avoid any conflicts of interest during the term of this Agreement, and that it will notify Ava immediately if it identifies any conflicts of interest Consultant understands that violations of this Section 10 could result in immediate termination of this Agreement and disgorgement of compensation.

11. Confidentiality

11.1. Non-Disclosure. Except as authorized by Ava or as otherwise required by law, Consultant shall not disclose to any third party any draft or final Work Product, discussions or written correspondence between Consultant and its Subconsultants or discussions or written correspondence between Consultant and Ava staff. In the event Consultant receives a request from any third party requesting Attachment Consent Item 9C
5 disclosure of any Work Product, discussions, communications or any other information Consultant is prohibited from disclosing, Consultant will immediately notify Ava and wait for direction from Ava before disclosing the information.

11.2. Third Parties. For the purposes of this Section 11, “third party” refers to any person or group other than Ava staff and Board members. For example, “third parties” include community groups, Board advisory groups, other governmental agencies, other consultants or members of the community.

11.3. Confidentiality Survival. This Section 11 will survive the expiration or termination of this Agreement.

11.4. Public Records Act. The Parties understand and agree that (1) this Consulting Services Agreement is subject to public disclosure under the California Public Records Act (“CPRA”); (2) a request pursuant to the CPRA may obligate Ava to disclose this Agreement, in whole or in part, to the requestor; and (3) Consultant is solely responsible for the inclusion of any information herein that Consultant may consider sensitive and should not include sensitive information within this Agreement.

12. Indemnity

12.1. General Indemnity. Except with regard to any matter involving professional negligence, Consultant agrees, at its sole cost and expense, to indemnify, defend with counsel reasonably approved by Ava, and protect and hold harmless Ava, its officers, directors, employees, agents, attorneys, designated volunteers, successors and assigns, and those Ava agents serving as independent contractors in the role of Ava staff (collectively “Ava Indemnitees”) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, penalties, judgements, liens and losses of whatever nature (“Claims”) that arise, directly or indirectly, in whole or in part, out of or are in any way related to Consultant’s or Subconsultant’s performance or failure to perform the Work under this Agreement, regardless of whether the Consultant or its Subconsultants acted or failed to act intentionally, willfully, recklessly or negligently. Consultant agrees that its indemnity and defense obligations include all costs and expenses, including all attorney fees, expert fees, mediation, arbitration, or court costs in connection with the defense. Consultant further agrees to indemnify, defend, protect and hold harmless Indemnitees from and against any breach of this Agreement and any infringement of patent rights, trade secret, trade name, copyright, trademark, service mark or any other proprietary right of any person(s) caused by Ava’s use of any services, Work Product or other items provided by Consultant or its Subconsultants under this Agreement.

12.2. Professional Negligence. With regard to any matter involving professional negligence, Consultant agrees, at its sole cost and expense, to indemnify, defend with counsel reasonably approved by Ava, and protect and hold harmless the Ava Indemnitees from and against any and all Claims to the extent arising out of or resulting from Consultant’s or Subconsultant’s negligence, recklessness, or willful misconduct. In no event shall the cost to defend charged to Consultant exceed the Consultant’s proportionate percentage of fault.

12.3. Exceptions. Consultant’s obligations in Subsections 12.1 and 12.2 do not apply to the extent any Claim results from the negligence or willful misconduct of the Ava Indemnitees.

12.4. Indemnitees. Except as limited by Subsection 12.2, Consultant’s obligation to defend Ava applies to the maximum extent allowed by law and includes defending Indemnitees as set forth in California Civil Code sections 2778 and 2782.8.

12.5. Insurance. The Consultant’s obligations under Section 12 apply regardless of the existence or amount of insurance the Consultant carries or has made available to Ava.

12.6. Indemnification Survival. The Parties agree that this Section 12 survives the expiration or earlier termination of the Agreement.

13. Consultant is an Independent Contractor
Attachment Consent Item 9C
6 13.1. Relationship of the Parties. Consultant and its Subconsultant(s) are and at all times will be independent contractors. Consultant has complete control over its operations and employees and is not an agent or employee of Ava and must not represent or act as Ava’s agent or employee.

Consultant agrees, on behalf of itself and its employees and Subconsultants, that it does not have any rights to retirement benefits or other benefits accruing to Ava employees, and expressly waives any claim it may have to any such rights.

13.2. Relationship of Subconsultants. As an independent contractor, Consultant has complete control over its Subconsultants. Subject to the requirements of Section 5 of this Agreement, Consultant is solely responsible for selecting, managing and compensating its Subconsultants, and for ensuring they comply with this Agreement.

14. Miscellaneous Terms and Conditions

14.1. Ava Authority. The Chief Executive Officer or his/her designee is authorized to take all actions under this Agreement, including without limitation, amendments that fall within the Chief Executive Officer’s signing authority, termination or modification of terms.

14.2. Waiver. Waiver by either party of any one or more conditions, Sections, provisions or performance of this Agreement will not be a waiver of any other provision; nor will failure to enforce a provision or Section in one instance waive the right to enforce such provision or Section in the future.

In no event will payment by Ava to Consultant constitute or be construed as a waiver by Ava of any breach or default of this Agreement, nor will such payment prejudice any of Ava’s other rights or remedies.

14.3. Governing Law. Consultant and Ava agree that this Agreement will be interpreted under the laws of the State of California.

14.4. Venue. Any litigation resulting from this Agreement will be filed and resolved by a state court in Alameda County, California, or if appropriate, the federal courts in the Northern District of California located in San Francisco.

14.5. Audit Rights. All records or documents required to be kept pursuant to this Agreement must be made available for audit at no cost to Ava, at any time during regular business hours, upon written request by Ava. Copies of such records or documents shall be provided to Ava at Ava’s offices unless an alternative location is mutually agreed upon.

14.6. Recitals and Exhibits. The Recitals in Section 1 above are intentionally made a part of this Agreement. All Exhibits and any other documents incorporated by reference are a part of this Agreement.

14.7. Notices. Notices to Ava shall be effective upon delivery to all email addresses in Ava Notice Emails, above. .Any notices required to be given to Contractor under this Agreement must be made in writing and may be delivered a) personally, in which case they are effective upon receipt; b) by U.S.

Mail, in which case they are effective three (3) days following deposit in the U.S. Mail, unless accompanied by a return receipt in which case, they are effective upon the date on the receipt; or c) by electronic mail, in which case they are effective upon confirmation of receipt, and if no confirmation of receipt, they are effective one day after transmission. All notices to Contractor must be sent to the Notice Address or Notice Email(s).

14.8. Assignment. Except to the extent this Agreement authorizes Consultant to use Subconsultants, Consultant will not assign any part of this Agreement without Ava’s prior written consent. Ava, at its sole discretion, may void this Agreement if a violation of this provision occurs.

14.9. Integrated Agreement. The Recitals, this Agreement and the Exhibits attached to this Agreement contain the complete understanding between Ava and Consultant and supersedes any prior or contemporaneous negotiations, representations, agreements, understandings and statements, written or oral respecting the Work up through the Effective Date of this Agreement.

14.10. Amendments. Any and all amendments or modifications to this Agreement must be made in writing and signed by each Party before such amendment will be effective.

Attachment Consent Item 9C
7 14.11. Government Claims Act. Nothing in this Agreement waives the requirements to comply with the California Government Claims Act (Government Code Section 810 et seq.), where applicable.

14.12. Severability. If a court of competent jurisdiction holds any Section or part of this Agreement to be invalid or unenforceable for any reason and the Work can still be performed, the Parties agree to sever the invalid or unenforceable Section from this Agreement and that all remaining Sections or parts of this Agreement will continue to be enforceable.

14.13. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together will constitute one and the same instrument and each of which will be deemed an original.

14.14. No Party Deemed Drafter. This Agreement will be considered for all purposes as prepared through the joint efforts of the Parties and will not be construed against one Party or the other as a result of the preparation, substitution, submission, or other event of negotiation, drafting or execution hereof.

14.15. Supplier Diversity. Ava is required to report to the California Public Utilities Commission (“CPUC”) on their diverse suppliers, as defined by CPUC General Order 156. Consistent with the California Public Utilities Code and California Public Utilities Commission policy objectives, Consultant agrees to document and provide information to Ava regarding Consultant’s status and any engagement of women, minority, disabled veteran, persons with disabilities, and LGBT owned business enterprises in its completion of the Work under this Agreement. Specifically, Consultant agrees to complete Ava’s Supplier Diversity questionnaire, which may be updated or revised during the term of the Agreement, and otherwise reasonably cooperate with Ava to provide the information described above. Consultant shall provide such information in the timeframe requested by Ava and in no event later than January 31 of the year following the Effective Date of this Agreement.

LIST OF EXHIBITS
EXHIBIT A: SCOPE OF WORK
EXHIBIT B: SCHEDULE
EXHIBIT C: CONSULTANT STAFFING
EXHIBIT D: SUBCONSULTANTS
EXHIBIT E: COMPENSATION/BUDGET
EXHIBIT F: INSURANCE REQUIREMENTS
Attachment Consent Item 9C
8 Exhibit A

SCOPE OF WORK
Consultant shall provide the following services:
• On-site and remote support for all Ava workstations;
• Antivirus monitoring for all Ava computers;
• Microsoft updates and patch monitoring for all EBCE computers; • Microsoft Office and G-Suite support;
• Endpoint back-up recommendations and monitoring;
• Same day remote support; same / next day business on-site support; • Hardware / Software procurement, configuration, installation, and troubleshooting; and • Other special projects, such as support in advance of, during and after improvements to Ava's office space.

Additional Services:

Consultant will not provide additional services outside of the services identified in Exhibit A, unless it obtains advance written authorization from the project manager or lead Ava representative prior to commencement of any additional services.

Attachment Consent Item 9C
9 Exhibit B

SCHEDULE
Consultant shall perform services as requested by Ava.

Attachment Consent Item 9C
10 Exhibit C

CONSULTANT STAFFING
Services will be provided by the PC Professional staff.

Attachment Consent Item 9C
11 Exhibit D

SUBCONSULTANTS
Subconsultants are not authorized under this Agreement.

Attachment Consent Item 9C
12 Exhibit E

COMPENSATION/BUDGET
Ava shall compensate Consultant for services provided under this Agreement at a rate of $135 per hour.

Total compensation to be paid to the Consultant under this Agreement shall not exceed $275,000 for the fiscal year from July 1, 2025 to June 30, 2026.

For the purposes of Section 6.1 (Time and Materials), 80% of the total compensation under this agreement (see NTE on page 1) is $220,000.

Attachment Consent Item 9C
13 Exhibit F

INSURANCE REQUIREMENTS
A. Minimum Scope and Limits of Insurance. Consultant must procure, and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of One Million Dollars ($1,000,000.00) per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of Two Million Dollars ($2,000,000.00) per project or location. If Consultant is a limited liability company, the commercial general liability coverage must be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds. 2) Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.
3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of One Million Dollars ($1,000,000.00) per accident for bodily injury or disease. If Consultant has no employees while performing the Work under this Agreement, workers’ compensation policy is not required, but Consultant must execute a declaration that it has no employees. 4) Professional Liability/Errors & Omissions Insurance with minimum limits of Two Million Dollars ($2,000,000.00) per claim and in aggregate.

B. Acceptability of Insurers. The insurance policies required under this Exhibit F must be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide.

C. Additional Insured/Additional Named Insured. The automobile liability policies must contain an endorsement naming Ava, its officers, employees, agents and volunteers as additional insureds. The commercial general liability policy must contain an endorsement naming Ava, its officers, employees, agents and volunteers as additional named insureds.

D. Primary and Non-Contributing. The insurance policies required under this Agreement must apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to Ava. Any insurance or self-insurance maintained by Ava, its officers, employees, agents or volunteers, will be in excess of Consultant’s insurance and will not contribute with it.

E. Consultant’s Waiver of Subrogation. The insurance policies required under this Agreement will not prohibit Consultant and Consultant’s employees, agents or Subconsultants from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against Ava.

F. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by Ava. At Ava’s option, Consultant must either reduce or eliminate the deductibles or self-insured retentions with respect to Ava, or Consultant must procure a bond guaranteeing payment of losses and expenses.

G. Cancellations or Modifications to Coverage. Consultant agrees not to cancel any insurance coverage during the term of this Agreement. Consultant further agrees not to reduce or otherwise modify the insurance policies required by this Agreement during the term of this Agreement, without the prior written approval of Ava. The commercial general and automobile liability policies required under this Agreement must be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail thirty (30) days’ prior written notice to Ava. If any insurance policy required under Agreement is canceled or reduced in coverage or limits, Consultant must, within two (2) business days of notice from the insurer, phone and notify Ava via electronic mail and certified mail, return receipt requested, of the cancellation of or reductions to any policy.

Attachment Consent Item 9C
14 H. Ava Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Agreement in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements of this Exhibit F, Ava may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, Ava may, but has no duty to, take out the necessary insurance and pay, at Consultant’s expense, the premium thereon. Consultant must promptly reimburse Ava for any premium paid by Ava or Ava, in its sole discretion, may withhold amounts sufficient to pay the premiums from payments due to Consultant.

I. Evidence of Insurance. Prior to the performance of the Work under this Agreement, Consultant must furnish Ava with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Agreement. The endorsements are subject to Ava’s approval. Ava may request, and Consultant must provide complete, certified copies of all required insurance policies to Ava Consultant must maintain current endorsements on file with Ava. Consultant must provide proof to Ava that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant must furnish such proof at least two (2) weeks prior to the expiration of the coverages.

J. Indemnity Requirements not Limiting. Procurement of insurance by Consultant will not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify Ava under Section 12 of this Agreement.

K. Subconsultant Insurance Requirements. Consultant’s insurance coverage must include its Subconsultants or Consultant must require each of its Subconsultants that perform Work under this Agreement to maintain insurance coverage that meets all the requirements of this Exhibit F.

Consent Item 10
Consent Item 10
To: Ava Community Energy Authority
From: Trevor Cherr, VP of HR & Office Operations
Subject: Approving a Resolution of the Board of Directors of Ava Community Energy Authority authorizing the CEO to negotiate and execute an Amendment to the Agreement with Thrive Mind Collaborative.

Date: June 18, 2025
__________________________________________________________________ Summary/Recommendation
Adopt a Resolution authorizing the CEO to negotiate and execute an Amendment to the existing Master Services Agreement with Thrive Mind Collaborative, to provide experience-based business coaching and consulting services to employees, in partnership with the Human Resources Team, that would allow for a maximum amount of compensation of $190,000 for July 1, 2025, through June 30, 2026.

Financial Impact
This is an agreement that may incur costs of up to $190,000.00 in the 2025-2026 Fiscal Year.

Analysis and Context
In Fiscal Year 2022-2023, the Human Resources Team conducted “pilot” groups to gauge the impact of and satisfaction with various learning and development and coaching programs. Part of this included working with Thrive Mind Collaborative, who provided coaching and consulting services for 6 months. With great success and desirable outcomes, including high satisfaction and a desire to continue from participants, Ava moved forward with Thrive Mind Collaborative as our consulting and coaching partner. With twelve years of experience in leadership, operations, and learning and development, the lead coach working with Ava provides consulting services, including leadership coaching programs, staff workshops and training, and other related support or consulting services. These services have continued through Fiscal Year 2024-2025 and have Consent Item 10
been instrumental in the development and support of Ava staff, and we look forward to continued collaboration.

Attachments
A. Resolution Authorizing an Amendment to the Master Services Agreement by and Between Ava Community Energy Authority and Thrive Mind Collaborative B. Draft Amendment to the Master Services Agreement by and Between Ava Community Energy Authority and Thrive Mind Collaborative
Attachment Consent Item 10A
RESOLUTION NO. R-202x-XX

A RESOLUTION OF THE BOARD OF DIRECTORS

OF AVA COMMUNITY ENERGY AUTHORITY AUTHORIZING AN

AMENDMENT TO THE MASTER SERVICES AGREEMENT WITH THRIVE

MIND COLLABORATIVE
WHEREAS Ava Community Energy Authority (“Ava”) was formed as a community choice aggregation agency (“CCA”) on December 1, 2016, under the Joint Exercise of Powers Act, California Government Code sections 6500 et seq., among the County of Alameda, and the Cities of Albany, Berkeley, Dublin, Emeryville, Fremont, Hayward, Livermore, Piedmont, Oakland, San Leandro, and Union City to study, promote, develop, conduct, operate, and manage energy-related climate change programs in all of the member jurisdictions. The Cities of Newark and Pleasanton, located in Alameda County, along with the City of Tracy, located in San Joaquin County, were added as members of Ava and parties to the Joint Powers Agreement (“JPA”) in March of 2020. The City of Stockton was added as a member to Ava in September of 2022. The City of Lathrop was added as a member to Ava in October of 2023. San Joaquin County was added as a member to Ava in July 2024. On October 24, 2023, Ava legally adopted the name Ava Community Energy Authority, where it had previously used the name East Bay Community Energy Authority since its inception.

WHEREAS Thrive Mind Collaborative has provided experience-based business coaching and consulting services to Ava employees in partnership with the Human Resources Team. With 12 years of experience in leadership, operations, and learning and development, the lead coach working with Ava will provide consulting services, including an executive coaching program, emerging leaders coaching program, staff workshops and training, and other related support or consulting services; WHEREAS In Fiscal Year 2022-2023, the Human Resources Team conducted “pilot” groups to gauge the impact of and satisfaction with various learning and development and coaching programs. During this pilot, Thrive Mind Collaborative provided coaching and consulting services for 6 months. With great success and desirable outcomes, including high satisfaction and a desire to continue from participants, Ava moved forward with Thrive Mind Collaborative as our consulting and coaching partner;
WHEREAS Ava staff has participated in this coaching and development program for six months in the Fiscal Year 2022-2023 and the entirety of Fiscal Years 2023-2024 & 2024-2025, with high success and satisfaction rates. These services have been instrumental in the development and support of Ava staff, and we look forward to continued collaboration; and
Attachment Consent Item 10A
WHEREAS the Human Resources team would like to continue utilizing the services provided by Thrive Mind Collaborative with compensation for Fiscal Year 2025- 2026 not exceeding $190,000 for coaching and consulting services.

NOW, THEREFORE, THE BOARD OF DIRECTORS OF AVA COMMUNITY ENERGY AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. Authorizes the CEO to negotiate and execute an Amendment to the Master Services Agreement with Thrive Mind Collaborative for the Fiscal Year 2025- 2026, with compensation not to exceed $190,000 for coaching and consulting services, with total compensation not to exceed $532,000.

ADOPTED AND APPROVED this 18th day of June, 2025.

Jack Balch, Chair
ATTEST:

Adrian Bankhead, Clerk of the Board
Attachment Consent Item 10B
1 June 2025 Amendment to Master Service Agreement by and Between Ava Community Energy Authority and Thrive Mind Collaborative
This Amendment to the Agreement with Thrive Mind Collaborative, LLC for Consulting Services (“June 2025 Amendment”) is made this 18th day of June, 2025, by and between the Ava Community Energy Authority, a Joint Powers Agency formed under the laws of the State of California (“Ava”) and Thrive Mind Collaborative, LLC, a California Limited Liability Company (“The Provider”), for the purposes of adding additional compensation, adjusting the scope of work, and extending the termination date.

Recitals
A. Ava and The Provider entered into that certain Master Service Agreement dated December 21, 2022 (“Agreement”), wherein The Provider agreed to provide Leadership Coaching & Development to Ava, with compensation not to exceed $30,000.

B. Ava and The Provider entered into that certain First Amendment to the Master Service Agreement on July 1, 2023, to add additional compensation, increasing the not-to-exceed amount by $130,000 for Fiscal Year 2023 through 2024 to cover additional services for a total amount not to exceed $160,000, and to add additional services to the Statement of Work.

C. Ava and The Provider entered into that certain Second Amendment to the Master Service Agreement on July 17, 2024, to add additional compensation, increasing the not-to-exceed amount by $182,000 for Fiscal Year 2024 through 2025 to cover additional services for a total amount not to exceed $342,000, and to update the Statement of Work.

D. Ava and The Provider now desire to amend the Agreement to add additional compensation, increasing the not-to-exceed amount by $190,000 for Fiscal Year 2025- 2026 (July 1, 2025, through June 30, 2026) for a total amount not to exceed five hundred thirty-two thousand dollars ($532,000.00) and to extend the termination date to June 30, 2026.

Now therefore, for good and valuable consideration, the amount and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Section 1 of the Agreement (“Term”) is amended to extend the term of the Agreement through June 30, 2026.

2. Section 10.3 of the Agreement (“Notice”) is amended in part to include [email protected] as a required additional recipient for Ava.

Attachment Consent Item 10B
2 3. Exhibit A (“Scope of Work”) of the Agreement is replaced in its entirety by Exhibit A, attached hereto.

4. All other terms and conditions in the Agreement not otherwise modified by this June 2025 Amendment will remain in full force and effect.

In witness whereof, the Parties have entered this Amendment on the date written above.

Ava Community Energy Authority,
A Joint Powers Authority
Howard Chang
Chief Executive Officer
Date: ____________________________
Approved as to form:

Ava General Counsel
Thrive Mind Collaborative, LLC,
A California Limited Liability Company
Kristen Wilkinson
Founder & CEO
Date: ______________________________
Attachment Consent Item 10B
A-1
Exhibit A
Scope of Work
This Scope of Work is issued under the subject to all of the terms and conditions of the MSA effective as of the Effective Date between Ava Community Energy Authority, a Joint Powers Agency formed under the laws of the State of California (“Ava”) and Thrive Mind Collaborative, LLC, a California Limited Liability Company (“The Provider”).

Compensation for July 1, 2025, to June 30, 2026, is not to exceed $190,000.

Provider will provide coaching and training services to Ava staff as agreed upon and directed by Ava HR, including the following:

Ava 25-26 Scope of Work
Service Type Service Description
Coaching Services
1:1 Coaching
Monthly 1 hour 1:1 Coaching for senior leaders inclusive of:
- Personalized attention to individual development needs. - Tailored guidance for professional growth.
- Confidential space for self-reflection and skill enhancement.

Thriving Leadership Group
Coaching
Monthly 1 hour Group Coaching Sessions for Ava staff.

Includes topic development & content creation with the goals of cultivating:
- Teamwork and collaboration among emerging leaders.
- Peer learning and support.
- Exposure to diverse perspectives and ideas.

Forums Monthly 1 hour group coaching sessions
Open Door Coaching Sessions
1 hour Open Door Coaching Sessions to allow for:
- Accessible coaching for all levels of the organization. - Opportunity for quick problem-solving and guidance.
- Support for addressing immediate challenges.

Attachment Consent Item 10B
A-1
L&D Services
All Staff Workshops
Develop & Deliver all staff workshops that focus on:
- Building shared language and understanding around key topics. - Skill development for handling common workplace challenges. - Creating a culture of continuous learning and development.

New Managers Training
Content Development &
Delivery
Development & delivery of training materials to support new manager skill-building and alignment in areas such as communication, delegation, and performance management.

Programmatic &
Advising Services Ongoing Strategic Advising
1 hour Monthly Strategy and Business Consulting Sessions with the VP of HR to support in optimizing benefits and organizational development strategies.

Consent Item 11
Consent Item 11
To: Ava Community Energy Authority
From: Trevor Cherr, VP of HR & Office Operations
Subject: Approving a Resolution of the Board of Directors of Ava Community Energy Authority authorizing the CEO to negotiate and execute Amendments to the two Staffing Services Agreements with LHi GROUP, INC.

Date: June 18, 2025
__________________________________________________________________ Summary/Recommendation
Adopt a Resolution that authorizes Amendments to be made to the two Staffing Services Agreements with LHi GROUP, Inc. that would allow for a maximum amount of compensation of $450,000 from July 1, 2025, through June 30, 2026.

Financial Impact
Authorizes compensation not to exceed $450,000 for FY 24/25 across two agreements - $200,000 specifically for Contract/ Temporary Assignment Services and $250,000 specifically for Permanent Placement Services.

Analysis and Context
At the beginning of Ava’s Fiscal Year 2024-2025, the Human Resources team solicited quotes from recruiting service providers in our industry that were likely to have cost structures that fit Ava’s budget. Of the three written quotes received, LHi GROUP, INC. had the greatest level of experience and approach that most closely aligned with Ava’s culture and recruitment needs, and Ava entered into two Agreements, one for Contract/ Temporary Assignment Services and one for Permanent Placement Services.

In May 2025, the Board of Director’s authorized two Amendments to the Agreement with LHi GROUP, Inc. authorizing a total spend of $180,000 for Fiscal Year 24-25 (July 1, 2024 through Consent Item 11
June 30, 2025), $50,000 specifically for Contract/ Temporary Assignment Services and $130,000 specifically for Permanent Placement Services.

LHi GROUP, INC. currently provides talent sourcing, recruiting, and temporary employment and payroll services to Ava. These services are instrumental in the recruitment for Ava’s open positions and ability to provide temporary staffing support. The Human Resources team would like to continue utilizing the services provided by LHi GROUP, INC. with compensation for Fiscal Year 2025-2026 not to exceed $450,000 for both Contract/ Temporary Assignment Services and Permanent Placement Services.

Attachments
A. Resolution
B. Draft Amendment to the Staffing Services Agreement by and Between Ava Community Energy Authority and LHi GROUP, INC. for Contract/ Temporary Assignment Services C. Draft Amendment to the Staffing Services Agreement by and Between Ava Community Energy Authority and LHi GROUP, INC. for Permanent Placement Services Attachment Consent Item 11A
RESOLUTION NO. R-202x-XX

A RESOLUTION OF THE BOARD OF DIRECTORS

OF AVA COMMUNITY ENERGY AUTHORITY AUTHORIZING

AMENDMENTS TO THE TWO STAFFING SERVICES AGREEMENTS WITH LHi GROUP, INC.

WHEREAS LHi GROUP, INC. currently provides talent sourcing, recruiting, and temporary employment and payroll services to Ava; and
WHEREAS in Fiscal Year 2024-2025, the Human Resources team solicited quotes from recruiting service providers in our industry that were likely to have cost structures that fit Ava’s budget. Of the three written quotes received, LHi GROUP, INC. had the greatest level of experience and aligned approach with Ava’s culture and recruitment needs; and
WHEREAS Ava has utilized the services provided by LHi GROUP, INC. in Fiscal Year 2024-2025. These services have been successful and instrumental in supporting Ava’s staffing needs, and we look forward to continued collaboration; and WHEREAS the Human Resources team would like to continue utilizing the services provided by LHi GROUP, INC. with compensation for Fiscal Year 2025-2026 not exceeding $450,000 for both Contract/Temporary Assignment Services and Permanent Placement Services.

NOW, THEREFORE, THE BOARD OF DIRECTORS OF AVA COMMUNITY ENERGY AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. Authorizes the CEO to negotiate and execute Amendments to the existing Staffing Services Agreements with LHi GROUP, INC, authorizing compensation not to exceed $200,000 specifically for Contract/ Temporary Assignment Services and Attachment Consent Item 11A
compensation not to exceed $250,000 specifically for Permanent Placement Services for the term of July 1, 2025, to June 30, 2026.

ADOPTED AND APPROVED this 18th day of June, 2025.

Jack Balch, Chair
ATTEST:

Adrian Bankhead, Clerk of the Board
Attachment Consent Item 11B
1 June 2025 Amendment to Staffing Services Agreement by and Between Ava Community Energy Authority and Lehi Group, Inc.

This Amendment to the Agreement with LHi Group, Inc., for Staffing Services (“June 2025 Amendment”) is made this 18th day of June, 2025, by and between the Ava Community Energy Authority, a Joint Powers Agency formed under the laws of the State of California (“Ava”) and LHi Group, Inc., (“LHi Group”) for the purposes of increasing the maximum amount of compensation under this Agreement for the term of July 1, 2025, to June 30, 2026.

Recitals
A. Ava and LHi Group entered into that certain Staffing Services Agreement dated November 7, (“Agreement”), wherein LHi Group agreed to provide Contract/ Temporary Assignment Staffing Services to Ava.

B. Ava and LHi Group entered into that May 2025 Amendment to the Staffing Services Agreement dated May 21, 2025, for the purpose of confirming the maximum amount of compensation under the Agreement would not exceed $50,000 through June 30, 2025.

C. Ava and LHi Group now desire to amend the Agreement for the purpose of increasing the maximum amount of compensation under this Agreement to two hundred fifty thousand dollars ($250,000) of which $200,000 is for Fiscal Year 2025 – 2026 (July 1, 2025, through June 30, 2026).

Now therefore, for good and valuable consideration, the amount and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Section 3 of the Agreement (“Services and Fees”) is amended in part to include the following: “3.9 Total compensation and fees under this Agreement are not to exceed $250,000 through June 30, 2026.”

2. All other terms and conditions in the Agreement not otherwise modified by this First Amendment will remain in full force and effect.
{Signatures follow on the next page.}
Attachment Consent Item 11B
2 In witness whereof, the Parties have entered this Amendment on the date written above.

Ava Community Energy Authority,
A Joint Powers Authority
Howard Chang
Chief Executive Officer
Date:

Approved as to form:

Ava General Counsel
LHi Group,
A Delaware Company
Name:

Title:

Date:

E-1
Attachment Consent Item 11C
1 June 2025 Amendment to Staffing Services Agreement by and Between Ava Community Energy Authority and LHi Group, Inc.

This Amendment to the Agreement with LHi Group, Inc., for Consulting Services (“June 2025 Amendment”) is made this 18th day of June, 2025, by and between the Ava Community Energy Authority, a Joint Powers Agency formed under the laws of the State of California (“Ava”) and LHi Group, Inc., (“LHi Group”) for the purposes of increasing the maximum amount of compensation under this Agreement for the term of July 1, 2025, to June 30, 2026.

Recitals
A. Ava and LHi Group entered into that certain Staffing Services Agreement dated August 12, 2024 (“Agreement”), wherein LHi Group agreed to provide Permanent Staffing Placement Services to Ava.

C. Ava and LHi Group now desire to amend the Agreement for the purpose of increasing the maximum amount of compensation under this Agreement to three hundred eighty thousand dollars ($380,000) of which $250,000 is for Fiscal Year 2025 – 2026 (July 1, 2025, through June 30, 2026).

Now therefore, for good and valuable consideration, the amount and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Section 3 of the Agreement (“Services and Fees”) is amended in part to include the following: “3.6 Total compensation and fees under this Agreement are not to exceed $380,000 through June 30, 2026.”

2. All other terms and conditions in the Agreement not otherwise modified by this First Amendment will remain in full force and effect.
{Signatures follow on the next page.}
Attachment Consent Item 11C
2 In witness whereof, the Parties have entered this Amendment on the date written above.

Ava Community Energy Authority,
A Joint Powers Authority
Howard Chang
Chief Executive Officer
Date:

Approved as to form:

Ava General Counsel
LHi Group,
A Delaware Company
Name:

Title:

Date:

E-1
Consent Item 12
Consent Item 12
To: Ava Community Energy Authority
From: Theresa McDermit, Head of Marketing
Subject:

Approving a resolution to execute an amendment to the Consulting Services Agreement with Dakota Press to increase the compensation amount and to extend the term
Date: June 18, 2025
__________________________________________________________________ Summary/Recommendation
Approve a Resolution to increase the compensation amount in the Consulting Services Agreement with Dakota Press to $1,250,000, with $650,000 for the term from July 1, 2025, to June 30, 2026, and extend the term through the next fiscal year to June 30, 2026. This approval will allow for continuation of critical printing services for compliance notifications, and various customer communications.

Financial Impact
This amount has been included in the Fiscal Year 2025/2026 marketing budget as presented to the board for approval in June 2025.

Analysis and Context (with deadlines as applicable)
Through a competitive solicitation in 2023, Ava staff selected San Leandro-based commercial printer Dakota Press, as our primary provider of printing services. Dakota Press is a union shop that offers quality work at reasonable rates.

Consent Item 12
In the next fiscal year, there will be several standard compliance mailers, such as the joint rate mailer, and the power content label mailer. Additionally, notices will be sent to residential customers in Fremont, regarding the default product, transition to Renewable 100, and mass enrollment notifications will be mailed to customers in unincorporated San Joaquin County.

Attachments
A. Resolution of the Board of Directors of Ava Community Energy Authority Authorizing the CEO to Amend the Consulting Services Agreement with Dakota Press to Increase the Compensation and Extend the Term
B. Draft June 2025 Amendment to the Consulting Services Agreement with Dakota Press Attachment Consent Item 12A
RESOLUTION NO. R-2025-XX

A RESOLUTION OF THE BOARD OF DIRECTORS

OF AVA COMMUNITY ENERGY AUTHORITY AUTHORIZING THE CEO TO

AMEND THE CONSULTING SERVICES AGREEMENT WITH DAKOTA

PRESS TO INCREASE THE COMPENSATION AND EXTEND THE TERM
WHEREAS Ava Community Energy Authority (“Ava”) was formed as a community choice aggregation agency (“CCA”) on December 1, 2016, under the Joint Exercise of Powers Act, California Government Code sections 6500 et seq., among the County of Alameda, and the Cities of Albany, Berkeley, Dublin, Emeryville, Fremont, Hayward, Livermore, Piedmont, Oakland, San Leandro, and Union City to study, promote, develop, conduct, operate, and manage energy-related climate change programs in all of the member jurisdictions. The Cities of Newark and Pleasanton, located in Alameda County, along with the City of Tracy, located in San Joaquin County, were added as members of Ava and parties to the Joint Powers Agreement (“JPA”) in March of 2020. The City of Stockton was added as a member to Ava in September of 2022. The City of Lathrop was added as a member to Ava in October of 2023. San Joaquin County was added as a member to Ava in July 2024. On October 24, 2023, Ava legally adopted the name Ava Community Energy Authority, where it had previously used the name East Bay Community Energy Authority since its inception.

WHEREAS Ava Community Energy has extensive commercial printing needs, including dissemination of two required annual mailers to all customers (Power Content Label and Joint Rate Mailer), as well as enrollment notices (two for new accounts and at least four notices per customer for mass-enrollments, such as unincorporated San Joaquin County), miscellaneous courtesy notices, such as information about Ava customer bill credits, and promotional mailers about Ava programs; WHEREAS Through a competitive solicitation in 2023, Ava staff selected San Leandro-based commercial printer Dakota Press, as our primary provider of printing services. Dakota Press is a union shop, offering quality work at reasonable rates. They have produced excellent quality printed materials and provided outstanding service, during our initial contract term and renewal period;
WHEREAS In February 2025, the board approved an increase in the not to exceed amount by $200,000 to $600,000; and,
WHEREAS in the upcoming Fiscal Year 2025/2026, staff estimates printing costs with Dakota Press will be $650,000 including compliance, notifications and other customer communications.

NOW, THEREFORE, THE BOARD OF DIRECTORS OF AVA COMMUNITY ENERGY AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:

Attachment Consent Item 12A
Section 1. Authorize the CEO to increase the not-to-exceed amount in the Agreement with Dakota Press from $600,000 to $1,250,000 and extend the term from June 30, 2025 to June 30, 2026.

ADOPTED AND APPROVED this 18th day of June 2025.

Jack Balch, Chair
ATTEST:

Adrian Bankhead, Clerk of the Board
DRAFT
June 2025 Amendment to the Consulting Services Agreement Ava Community Energy
Authority
Signature: [avaSignerSignature_GhJOK7h]
By: [companySignerName_MRHV0gB]
Date:
(“Effective Date”)
[avaSignerDateField_Vg5fAbu]
Approval as to
Form:
[approverAsToFormSignature_rvV46K3]
Address: 1999 Harrison Street, Suite 2300
Oakland, CA 94612
Notice Emails (all
are required):
[email protected]
[email protected]
Dakota Press, Inc Signature: [counterpartySignerSignature_UWgq0Fa] By: [counterpartySignerName_EbhVgfe]
Date: [counterpartySignerDateField_ATyFKsY]
Notice Attn: Maya Gravel
Notice Address: 14400 Doolittle Drive, San Leandro, California 94577, United States
Notice Email: [email protected]
Agreement Consulting Services Agreement for Services by and Between East Bay Community Energy Authority and Dakota Press, Inc. originally effective as of July 1, 2023
June 2025 template.

This Amendment to the Agreement (“June 2025 Amendment”) is made by and between Ava Community Energy Authority, a Joint Powers Agency formed under the laws of the State of California (“Ava”) and Dakota Press, Inc (“Consultant”) as of the date executed by Ava (the “Effective Date,” above), for the purposes of amending the Agreement as set forth below.

Recitals
I. Ava and Consultant entered into that certain Consulting Services Agreement for Services by and Between East Bay Community Energy Authority and Dakota Press, Inc. dated July 1, 2023 (“Agreement”), in which the parties agreed that compensation would not exceed $400,000.

II. Ava and Consultant entered into that certain First Amendment to the Consulting Services Agreement on July 1, 2023, to extend the term through June 30, 2025.

III. Ava and Consultant entered into that certain Second Amendment to the Consulting Services Agreement on October 10, 2024 to add additional language regarding confidentiality.

IV. Ava and Consultant entered into that certain Third Amendment to the Consulting Services Agreement on March 24, 2025, to add additional compensation, increasing the not-to-exceed amount by $200,000 for a total amount not to exceed $600,000.
1 Attachment Consent Item 12B
DRAFT
V. Ava and Consultant now desire to amend the Agreement to add additional compensation, increasing the not-to-exceed amount by $650,000, and to extend the term though June 30, 2026.

VI. Ava and Consultant wish to amend the Agreement as set forth below.

Now therefore, for good and valuable consideration, the amount and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Section 2 of the Agreement (“Term”) is amended to extend the term of the Agreement through June 30, 2026.

2. Section 6.1 of the Agreement (“Compensation and Payment”) is amended in part to increase the total compensation of the Agreement by $650,000 for a total amount not to exceed one million, two hundred fifty thousand dollars ($1,250,000).

3. Section 14.7 of the Agreement (“Notices”) is amended in part to include [email protected] as a required additional recipient for Ava.

4. Exhibit E (“Compensation/Budget”) of the Agreement is replaced in its entirety by Exhibit E, attached hereto.

5. All other terms and conditions in the Agreement not otherwise modified by this June 2025 Amendment will remain in full force and effect.
2 Attachment Consent Item 12B
DRAFT
Exhibit E

COMPENSATION/BUDGET
Fees are based on print and mail costs. For all services, Dakota Press, Inc will provide Ava with a written quote by email, subject to Ava approval.

The maximum compensation under this Agreement is not to exceed $1,250,000, $650,000 of which is specifically for the term from July 1, 2025 to June 30, 2026. 3 Attachment Consent Item 12B

Consent Item 13
Consent Item 13
To: Ava Community Energy Authority
From: Theresa McDermit
Subject:

Approving a Resolution to execute an amendment to extend the term of the contract with Chen Design Associates and to increase the compensation amount to $520,000.

Date: June 18, 2025
__________________________________________________________________ Summary/Recommendation
Adopt a Resolution extending the contract with Chen Design Associates for one additional year and increase the overall maximum compensation not to exceed (“NTE”) by $220,000 to $520,000 because Chen provides critical design and execution support for our many projects and programs.

Financial Impact
The proposed $220,000 increase to the NTE is accounted for in the Fiscal Year 25/26 Marketing budget.
• $200,000 NTE for Fiscal Year 24/25
• $100,000 increase to NTE authorized during the March 19 Board of Director’s meeting • (proposed) $220,000 increase in the NTE for Fiscal Year 25/26 Analysis and Context
Through a competitive solicitation in 2024, Ava staff selected Oakland-based Chen Design Associates (CDA) as our primary provider of creative design services. CDA’s services include Consent Item 13
graphic design, photography, videography, and exhibit booth design. We are happy with their work and anticipate needing the capacity they provide us throughout 2025-2026 fiscal year.

The current contract expires June 30, 2025; we seek this extension and attendant NTE increase to ensure our work with Chen continues uninterrupted.

Attachments
A. Resolution Authorizing an Amendment to the Consulting Services Agreement by and Between Ava Community Energy Authority and Chen Design Associates B. Draft Amendment to the Consulting Services Agreement by and Between Ava Community Energy Authority and Chen Design Associates
Attachment Consent Item 13A
RESOLUTION NO. R-202x-XX

A RESOLUTION OF THE BOARD OF DIRECTORS

OF AVA COMMUNITY ENERGY AUTHORITY AUTHORIZING AN

AMENDMENT TO THE CONSULTING SERVICES AGREEMENT WITH

CHEN DESIGN ASSOCIATES
WHEREAS Ava Community Energy Authority (“Ava”) was formed as a community choice aggregation agency (“CCA”) on December 1, 2016, under the Joint Exercise of Powers Act, California Government Code sections 6500 et seq., among the County of Alameda, and the Cities of Albany, Berkeley, Dublin, Emeryville, Fremont, Hayward, Livermore, Piedmont, Oakland, San Leandro, and Union City to study, promote, develop, conduct, operate, and manage energy-related climate change programs in all of the member jurisdictions. The Cities of Newark and Pleasanton, located in Alameda County, along with the City of Tracy, located in San Joaquin County, were added as members of Ava and parties to the Joint Powers Agreement (“JPA”) in March of 2020. The City of Stockton was added as a member to Ava in September of 2022. The City of Lathrop was added as a member to Ava in October of 2023. San Joaquin County was added as a member to Ava in July 2024. On October 24, 2023, Ava legally adopted the name Ava Community Energy Authority, where it had previously used the name East Bay Community Energy Authority since its inception.

WHEREAS Ava Community Energy has extensive graphic design needs, including the support of several large local development programs including Ava Bike Electric and a solar and battery storage program;
WHEREAS Through a competitive solicitation in 2024, Ava staff selected Oakland-based Chen Design Associates (CDA) as our primary provider of creative design services. CDA’s services include graphic design, photography, videography, and exhibit booth design;
WHEREAS Ava entered into a Consulting Services Agreement with CDA with compensation not to exceed $200,000 through June 30, 2025; WHEREAS In March 2025, the Board approved an increase to the not-to-exceed amount of $100,000 for a total maximum compensation amount of $300,000; and, WHEREAS In the upcoming Fiscal Year 2025/2026, staff estimates graphic design costs with Chen Design Associates will be $220,000, including promotional items, campaign creative, and advertising collateral.

NOW, THEREFORE, THE BOARD OF DIRECTORS OF AVA COMMUNITY ENERGY AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:

Attachment Consent Item 13A
Section 1. Authorize the CEO to extend the contract with Chen Design Associates for one additional year through June 30, 2026, and increase the overall compensation amount by $220,000 for the term July 1, 2025, through June 30, 2026, with total compensation under the agreement not to exceed $520,000.

ADOPTED AND APPROVED this 18th day of June 2025.

Jack Balch, Chair
ATTEST:

Adrian Bankhead, Clerk of the Board
1 June 2025 Amendment to the Consulting Services Agreement Ava Community Energy
Authority
Signature: [avaSignerSignature_GhJOK7h]
By: [companySignerName_MRHV0gB]
Date:
(“Effective Date”)
[avaSignerDateField_Vg5fAbu]
Approval as to
Form:
[approverAsToFormSignature_rvV46K3]
Address: 1999 Harrison Street, Suite 2300
Oakland, CA 94612
Notice Emails (all
are required):
[email protected]
[email protected]
Chen Design Associates Signature: [counterpartySignerSignature_UWgq0Fa] By: [counterpartySignerName_EbhVgfe]
Date: [counterpartySignerDateField_ATyFKsY]
Notice Attn: [counterpartySignerName_c36zmsW]
Notice Address: 1212 Broadway, 14th Floor, Oakland, California 94612, United States, Oakland, CA 94612, United States
Notice Email: [counterpartySignerEmail_FS4KYnS]
Agreement Consulting Services Agreement for Services by and Between Ava Community Energy Authority and Chen Design Associates originally effective as of July 18th, 2024.

June 2025 template.

This Amendment to the Agreement (“June 2025 Amendment”) is made by and between Ava Community Energy Authority, a Joint Powers Agency formed under the laws of the State of California (“Ava”) and Chen Design Associates (“Consultant”) as of the date executed by Ava (the “Effective Date,” above), for the purposes of amending the Agreement as set forth below.

Recitals
I. Ava and Consultant entered into that certain Consulting Services Agreement for Services by and Between Ava Community Energy Authority and Chen Design Associates dated July 18, 2024.April 1, 2025 (“Agreement”), in which the parties agreed that compensation would not exceed $200,000; and II. Ava and Consultant entered into that certain March 2025 Amendment to the Consulting Services Agreement dated July 18, 2024April 1, 2025 to add additional compensation, increasing the not-to-exceed amount by $100,000 for a total amount not to exceed $300,000.

III. Ava and Consultant now desire to amend the Agreement to add additional compensation, increasing the not-to-exceed amount by $220,000 and to extend the term.

IV. Ava and Consultant wish to amend the Agreement as set forth below.

Attachment Consent Item 13B
2 Now therefore, for good and valuable consideration, the amount and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Section 2 of the Agreement (“Term”) is amended to extend the term of the Agreement through June 30, 2026.

2. Section 6.1 of the Agreement (“Compensation and Payment”) is amended in part to increase the total compensation of the Agreement by $220,000 for a total amount not to exceed five hundred twenty thousand dollars ($520,000]).

3. Exhibit E (“Compensation/Budget”) of the Agreement is replaced in its entirety by Exhibit E, attached hereto.

4. All other terms and conditions in the Agreement not otherwise modified by this June 2025 Amendment will remain in full force and effect.

Attachment Consent Item 13B
3 Exhibit E

COMPENSATION/BUDGET
Compensation under this Agreement will be at the hourly rate of $175 for all Consultant Personnel and authorized Subconsultants.

Such fees do not include: fees for media placement; custom photography or videography; custom illustration; licenses for fonts, music, software or stock imagery; technical support; website domains or hosting; hiring of additional vendors, all of which shall be charged at cost.

The maximum compensation under this Agreement is $520,000, with $220,000 for the term from July 1, 2025, to June 30, 2026, and $300,000 for the term from July 18, 2024 to June 30, 2025.

Consultant shall not be required to provide additional services during the Term once the maximum is reached.

Attachment Consent Item 13B

Consent Item 14
Consent Item 14
To: Ava Community Energy Authority
From: John Perkins, Legal Director
Subject: Legal Services Agreements Approval for Fiscal Year 2025-2026 Date: June 18, 2025
__________________________________________________________________ Summary/Recommendation
Adopt a Resolution authorizing the CEO or designee to negotiate and execute contracts with legal vendors within the legal department budget and Local Development budget, up to $4,113,000 in accordance with the approved budget for Fiscal Year 2025-2026.

Financial Impact
Staff anticipates contract amounts with legal vendors in varying amounts that may exceed $100,000. Staff is seeking approval of a Resolution that would authorize staff to negotiate and execute Agreements with legal vendors for a total amount not to exceed $4,113,000, as budgeted. For reference, the prior year’s approval was for $3,732,000 for Fiscal Year 2024-2025.

It is likely that the spend for all legal vendors will be less than $4,113,000, but it would be in Ava’s best interest to have those funds available to increase the spend of critical contracts for legal services if necessary.

Analysis and Context
Legal services are an essential function that supports all areas of Ava’s operational and strategic priorities. The ability to engage legal counsel as needed, whether through existing relationships or new vendor selection, ensures the legal team can address issues efficiently and with appropriate expertise.

Consent Item 14
Approval of this Resolution will provide the organization with the flexibility needed to manage legal matters responsibly and within the Board-approved budget, while also streamlining the process to avoid unnecessary delays in securing legal support.

The budget presented to the Board of Directors includes a total of $4,113,000 for legal vendors across the legal and Local Development budgets. Staff is seeking approval to contract with law firms including the following:
• Braun Blaising Smith Wynne, working with Ava since 2020 – Policy • Davis Wright Tremaine, working this Ava since 2017 – Power Procurement; Local Development; Marketing; Legal
• Hall Energy Law, working with Ava since 2019 – Power Procurement • Jewell Stewart Pratt Beckerson & Carr, working with Ava since 2024 – Human Resources
• Keyes and Fox , working this Ava since 2017 – Policy (Compliance); Power Procurement; Local Development
• Meyers Nave, working with Ava since June 2022 – Power Resources; Legal • Mouser Law Firm, working with Ava since 2025 – Human Resources • Nixon Peabody, working with Ava since 2017 - Finance; Legal • Richards, Watson and Gershon, working this Ava since 2017 – General Counsel Services; Legal (Commercial Transactions)
• The Law Offices of Joseph F. Wiedman, working this Ava since 2021 – Policy; Legal
• Wilson Sonsini Goodrich Rosati, working this Ava since 2018 – Power Procurement; Local Development
In addition to the firms listed above staff is seeking approval to contract with any new legal vendors identified and selected through Ava’s solicitation process or with an existing relationship with Ava.

Attachments (if applicable)
A. Resolution Authorizing the Chief Executive Officer to Negotiate and Execute Agreements with Selected Law Firms for Fiscal Year 2025-2026 Attachment Consent Item 14A
RESOLUTION NO. R-2025-XX

A RESOLUTION OF THE BOARD OF DIRECTORS

OF AVA COMMUNITY ENERGY AUTHORITY AUTHROIZING THE CHIEF

EXECUTIVE OFFICER TO NEGOTIATE AND EXECUTE AGREEMENTS
WITH LEGAL VENDORS FOR FISCAL YEAR 2025-2026
WHEREAS Ava Community Energy Authority (“Ava”) was formed as a community choice aggregation agency (“CCA”) on December 1, 2016, under the Joint Exercise of Powers Act, California Government Code sections 6500 et seq., among the County of Alameda, and the Cities of Albany, Berkeley, Dublin, Emeryville, Fremont, Hayward, Livermore, Piedmont, Oakland, San Leandro, and Union City to study, promote, develop, conduct, operate, and manage energy-related climate change programs in all of the member jurisdictions. The cities of Newark and Pleasanton, located in Alameda County, along with the City of Tracy, located in San Joaquin County, were added as members of Ava and parties to the Joint Powers Agreement (“JPA”) in March of 2020. The city of Stockton was added as a member to Ava in September of 2022. The city of Lathrop was added as a member to Ava in October of 2023. San Joaquin County was added as a member to Ava in July 2024. On October 24, 2023, Ava legally adopted the name Ava Community Energy Authority, where it had previously used the name East Bay Community Energy Authority since its inception.

WHEREAS In June 2018, Ava issued a broad legal services RFP to select law firms to provide legal expertise across various staff functions, including legislative and regulatory policy, power procurement, general counsel services, local development, finance, and other areas; and
WHEREAS Ava has previously contracted with the following firms to secure such legal expertise: Braun Blaising Smith Wynne, Davis Wright Tremaine, Hall Energy Law, Jewell Stewart Pratt Beckerson & Carr, Keyes and Fox, Meyers Nave, Mouser Law Firm, Nixon Peabody, Richards, Watson and Gershon, The Law Office of Joseph F.

Weidman, and Wilson Sonsini Goodrich Rosati, and
WHEREAS In April 2025, Ava issued a broad legal services RFP soliciting for legal expertise across various staff functions, including banking facilities matters; lines of credit; interest rate swaps; and bond issuance, bankruptcy (third party), commercial contracting, commercial litigation, employment law, insurance, power procurement, privacy, Public Works, taxation (payroll and retail), trademarks, copyright, and marketing-related matters; and
WHEREAS legal support to Ava for Fiscal Year 2025-2026 will include both ongoing engagements and engagement with new vendors and requires timely vendor selection and authorization; and
WHEREAS the approved budget for Fiscal Year 2025-2026 included $4,113,000 for legal services across the legal department budget and the Local Development Budget.

Attachment Consent Item 14A

NOW, THEREFORE, THE BOARD OF DIRECTORS OF AVA COMMUNITY ENERGY AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. The CEO or a designee is hereby authorized to negotiate and execute Consulting Services Agreements and any necessary Amendments for one-year terms with firms providing legal services.

Section 2. The Consulting Services Agreements and necessary Amendments may be for varying amounts that exceed $100,000 but the total spend on legal services shall not exceed $4,113,000 through June 30, 2026.

ADOPTED AND APPROVED this 18th of June, 2025.

Jack Balch, Chair
ATTEST:

Adrian Bankhead, Clerk of the Board
Consent Item 15
Consent Item 15
To: Ava Community Energy Authority
From: Courtney Wall, Power Resources Manager
Subject: Approving a Resolution Authorizing the Chief Executive Officer to Negotiate and Execute a Third Amendment to the Resource Adequacy Confirmation Letter with IP Aramis, LLC
Date: June 18, 2025
__________________________________________________________________ Summary/Recommendation
Adopt a Resolution of the Board of Directors (“Board”) of Ava Community Energy (“Ava”) Authorizing the Chief Executive Officer (“CEO”) to Negotiate and Execute a Third Amendment to the Resource Adequacy Confirmation Letter with IP Aramis, LLC (“Seller”) Financial Impact
Exact final costs are challenging to quantify, as the final pricing is indexed to the final import tariffs levied against the battery cells at the time of import.

Analysis and Context
Ava executed a Resource Adequacy Confirmation Letter with the Seller on November 20, 2020, in accordance with the Master Power Purchase and Sale Agreement between Seller and Ava dated November 20, 2020, as amended by the First Amendment to the Confirmation Letter, dated September 3, 2021, and as amended by the Second Amendment to the Confirmation Letter, dated March 10, 2025 (collectively, the Energy Storage Agreement, “ESA”).

The IP Aramis, LLC project is a 100-megawatt (“MW”) capacity solar and 100 MW battery energy storage system (“BESS”) located in Ava’s service territory in Alameda County. Ava is contracted for 25 MW of Resource Adequacy from the BESS with a 10-year delivery term Consent Item 15
(“Project”). The Project plans to become operational by January 1, 2027, and the developer is Intersect Power. The original Project was evaluated during Ava’s CA Renewable Energy Request for Proposals (“RFP”), launched in June 2018, and the ESA was approved for execution during Ava’s Board of Directors meeting on November 18, 2020.

The Project has encountered numerous challenges during development, which have been resolved through diligent efforts by the Seller. In addition to the challenges during development, construction is now impacted by the changes in import tariff rates, which affect BESS materials.

These unplanned and additional Project costs are straining the economics of the Project, and as a result, construction is not possible without amending the ESA. This could potentially result in Ava losing a Project within its service territory. To mitigate this risk, the Seller approached Ava in 2025 requesting a price adjustment. Ava and the Seller negotiated a price adjustment to reach a balance between maintaining Ava customers’ benefits from the Project relative to market pricing and providing increased revenue, allowing the Seller to move forward with construction of the Project. As a result of these negotiations, the Amendment adjusts the ESA’s price to raise or lower relative to the amount of the Seller’s additional import tariff costs exclusively for the battery cells that comprise the Project. Additionally, the Seller agrees to a cap on the price increase, a cost demonstration justifying the final levied import tariff costs, and the provision of a certification by an Independent Engineer validating the accuracy of the cost directly caused by import tariffs to the Project.

The amended ESA will remain competitive in today’s market and includes protections for Ava customers against future tariff risks. When constructed, the Project will benefit Ava customers with a localized reliability instrument located in Ava’s service territory.

Ava is asking the Board to Authorize the Chief Executive Officer (“CEO”) to continue these negotiations, and when complete, execute an Amendment that is beneficial to Ava customers.

Attachments (if applicable)
A. Resolution of the Board of Directors of Ava Community Energy Authorizing the Chief Executive Officer to Negotiate and Execute a Third Amendment to the Resource Adequacy Confirmation Letter with IP Aramis, LLC
Attachment Consent Item 15A
RESOLUTION NO. R-202x-XX

A RESOLUTION OF THE BOARD OF DIRECTORS

OF AVA COMMUNITY ENERGY AUTHORITY AUTHORIZING THE CHIEF

EXECUTIVE OFFICER TO NEGOTIATE AND EXECUTE A THIRD

AMENDMENT TO THE RESOURCE ADEQUACY CONFIRMATION LETTER

WITH IP ARAMIS, LLC
WHEREAS Ava Community Energy Authority (“Ava”) was formed as a community choice aggregation agency (“CCA”) on December 1, 2016, under the Joint Exercise of Powers Act, California Government Code sections 6500 et seq., among the County of Alameda, and the Cities of Albany, Berkeley, Dublin, Emeryville, Fremont, Hayward, Livermore, Piedmont, Oakland, San Leandro, and Union City to study, promote, develop, conduct, operate, and manage energy-related climate change programs in all of the member jurisdictions. The Cities of Newark and Pleasanton, located in Alameda County, along with the City of Tracy, located in San Joaquin County, were added as members of Ava and parties to the Joint Powers Agreement (“JPA”) in March of 2020. The city of Stockton was added as a member to Ava in September of 2022. The City of Lathrop was added as a member to Ava in October of 2023. San Joaquin County was added as a member to Ava in July 2024.

On October 24, 2023, Ava legally adopted the name Ava Community Energy Authority, where it had previously used the name East Bay Community Energy Authority since its inception.

WHEREAS Ava executed a Resource Adequacy Confirmation Letter with IP Aramis, LLC (“Seller”) on November 20, 2020, in accordance with the Master Power Purchase and Sale Agreement between Ava and the Seller and dated November 20, 2020, collectively the Energy Storage Agreement (“ESA”), as amended by the First Amendment to the Confirmation Letter, dated September 3, 2021, and as amended by the Second Amendment to the Confirmation Letter, dated March 10, 2025; and WHEREAS The ESA is for 25-Megawatts (“MW”) of Firm Resource Adequacy from a 100 MW Solar and Storage Project in North Livermore, California, with an expected Delivery Start Date of January 1, 2027; and
WHEREAS Ava has negotiated with the Seller to adjust the price to raise or lower with additional costs caused by changes to import tariffs.

NOW, THEREFORE, THE BOARD OF DIRECTORS OF AVA COMMUNITY ENERGY AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. The Chief Executive Officer, in consultation with staff and legal counsel, is hereby authorized to negotiate and execute a Third Amendment to the Resource Adequacy Confirmation Letter with IP Aramis, LLC.

Attachment Consent Item 15A
ADOPTED AND APPROVED this 18th day of June, 2025.

Jack Balch, Chair
ATTEST:

Adrian Bankhead, Clerk of the Board
Consent Item 16

Consent Item 16
To: Ava Community Energy Authority
From: Howard Chang, CEO
Subject:

A Resolution of the Board of Directors of Ava Community Energy Authority for approving a purchase agreement for office furniture for Ava’s headquarters.

Date: June 18, 2025
__________________________________________________________________ Summary/Recommendation
This memo proposes purchasing furniture as part of the Tenant Improvement (TI) work being done in the Ava office to furnish additional meeting spaces, provide more desks for staff, and overall make the office more functional as the agency continues to grow.

Financial Impact
If approved, this allows for a $350,000 NTE for this one-time purchase of office furniture and related costs. There is a strong likelihood that Ava will be able to get part of this cost reimbursed because the TI provision of our lease allows us to apply unused TI funds to other costs. As of the date of this Staff Report, our cost estimates indicate that we will be able to be reimbursed for slightly over $150,000 from unsued TI funds from the lease agreement.

Analysis and Context (with deadlines as applicable)
As part of Ava’s lease agreement for the 23rd floor at 1999 Harrison, the agency has funds available to use to make improvements in the office. Given that Ava signed a 10- year lease for this office space, staff took 18 months to build a Tenant Improvement (TI) plan with input from employees, engineers, architects, and construction project managers that addresses what is needed most to make the Ava office a more functional space as the agency grows. With the build out of more meeting spaces, as well as Consent Item 16
projected increase in staff numbers, new furniture is needed to furnish the additional conference rooms and support the expanding functional teams. Ava contracted with Insidesource in the winter of 2023 after vetting other furniture companies via the Administrative Procurement Policy. Insidesource provided a quality product for the best price and met our various contractual requirements (e.g. prevailing wage, insurance, etc.), so it made sense to engage with them again for this furniture purchase.

Additionally, staff audited and inventoried existing furniture and reallocated as many items as possible before deciding on new purchases (e.g. chairs, conference tables, desks, etc.) Due to a provision in our lease agreement, if there are any leftover TI funds once construction is final in September of 2025, those monies can be used to reimburse the cost of this furniture purchase. The addition of this furniture will help make the Ava office a better space for collaboration, meetings, and staff growth for the remainder of this decade long lease.

Attachments
A. Resolution
B. Draft Purchase Agreement Between Ava Community Energy Authority and Inside Source Washington, Inc.

Attachment Consent Item 16A
RESOLUTION NO. R-202x-XX

A RESOLUTION OF THE BOARD OF DIRECTORS

OF AVA COMMUNITY ENERGY AUTHORITY FOR APPROVING A

RESOLUTION TO EXECUTE A PURCHASE AGREEMENT FOR OFFICE
FURNITURE FOR AVA’S HEADQUARTERS
WHEREAS Ava Community Energy Authority (“Ava”) was formed as a community choice aggregation agency (“CCA”) on December 1, 2016, under the Joint Exercise of Powers Act, California Government Code sections 6500 et seq., among the County of Alameda, and the Cities of Albany, Berkeley, Dublin, Emeryville, Fremont, Hayward, Livermore, Piedmont, Oakland, San Leandro, and Union City to study, promote, develop, conduct, operate, and manage energy-related climate change programs in all of the member jurisdictions. The cities of Newark and Pleasanton, located in Alameda County, along with the City of Tracy, located in San Joaquin County, were added as members of Ava and parties to the Joint Powers Agreement (“JPA”) in March of 2020. The city of Stockton was added as a member to Ava in September of 2022. The city of Lathrop was added as a member to Ava in October of 2023. San Joaquin County was added as a member to Ava in July 2024. On October 24, 2023, Ava legally adopted the name Ava Community Energy Authority, where it had previously used the name East Bay Community Energy Authority since its inception.

WHEREAS Ava seeks to purchase additional furniture as part of the Tenant Improvement work being done in the Ava office to furnish additional meeting spaces, provide more desks for staff, and overall make the office more functional as the agency continues to grow;

NOW, THEREFORE, THE BOARD OF DIRECTORS OF AVA COMMUNITY ENERGY AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. Authorizes the CEO to negotiate and execute a Purchase Agreement with Inside Source Washington, Inc. for office furniture and related labor costs with total compensation not to exceed $350,000.

ADOPTED AND APPROVED this 18th day of June 2025.

Jack Balch, Chair
Attachment Consent Item 16A
ATTEST:

Adrian Bankhead, Clerk of the Board
Proposal

INSIDESOURCE
300 Elliott Ave W
Suite 300
Seattle, WA 98119
Phone: (206) 448-7333
Fax: (206) 448-7338
Web: www.insidesource.com
Order Number 58195
Date 06/06/2025
Customer PO No
Customer Name AVA COMMUNITY ENERGY
Salesperson Susan Stinnett
Project Number
Terms 50% DOWN, NET 30

Page 1 ends

9 T
O

EAST BAY COMMUNITY ENERGY AUTHORITY
1999 HARRISON ST STE 2300
OAKLAND, CA 94612
ATTN: JASON BARTLETT
Phone: 510 650 7584
Email: [email protected]
S
H
I
P
T
O

AVA COMMUNITY ENERGY
1999 HARRISON ST STE 2300
OAKLAND, CA 94612
ATTN: MEAGAN SMITH
Phone: 510 560 3755
Email: [email protected]
Prepared for : Susan Stinnett
Line Quantity Description Unit Price Extended
Amount
1 1.00
Each

CLARUS GLASSBOARDS, LLC
CU--CU-MG-MG-WH-WH-Glass Mount Type-FC-H-48x96
Claro Ultraglass
OPTION: CU-MG:Magnetic
OPTION: MG:Magnetic
OPTION: WH:Whiteboard
OPTION: WH:Whiteboard
OPTION: Glass Mount Type:Glass Mount Type
OPTION: FC:Z-Bar Mount
OPTION: H:Horizontal
OPTION: 48x96:48x96
831.17 831.17
2 2.00
Each

ALLSTEEL
VERHNO--.S-$(1)-.SNBLE-43-$(1)-.SNBLE-43
Retreat High back chair
OPTION: .S:Swivel
OPTION: $(1):Grade 1 Uph
OPTION: .SNBLE:Noble Seating
OPTION: 43:Windy Day
OPTION: $(1):Grade 1 Uph
OPTION: .SNBLE:Noble Seating
OPTION: 43:Windy Day
2,690.49 5,380.98
3 2.00
Each

ALLSTEEL
MLM18--$(L1STD)-.LWFE-.FE-.P7A
Recharge Laptop Table
OPTION: $(L1STD):Grd L1 Standard Laminates
OPTION: .LWFE:Field Elm
OPTION: .FE:Field Elm
OPTION: .P7A:Textured Flint
521.71 1,043.42
4 1.00
Each

KIMBALL OFFICE, INC
N95MCTP--X-2-11919
SWIFT,3 SEAT LOUNGE,ARMLESS,16.25 SEAT HGT,PLINTH BASE
OPTION: X:NO GANGING
OPTION: 2:GRADE 2
OPTION: 11919:DOLCE ECRU
2,532.53 2,532.53
5 1.00
Each

KIMBALL OFFICE, INC
88NA243616TPRLW--STD-YO-462
WIXLER, 24DX36WX16H, TABLE, PEAR, HPL
OPTION: STD:STANDARD LAMINATE
OPTION: YO:MONTEREY
OPTION: 462:CINDER
1,199.54 1,199.54
6 1.00 KIMBALL OFFICE, INC 1,218.01 1,218.01
Attachment Consent Item 16B
Proposal

Page 2 ends

9 Each 88NA243618TPRLW--STD-461-462
WIXLER, 24DX36WX18H, TABLE, PEAR, HPL
OPTION: STD:STANDARD LAMINATE
OPTION: 461:GRAPHITE
OPTION: 462:CINDER
7 3.00
Each

KIMBALL OFFICE, INC
C02PLN0201

VERNITA, PLANTER, MEDIUM, CINDER
254.21 762.63
8 6.00
Each

HON INDUSTRIES
HFSS74LWD--$(1)-.EMP-04-.LE599-.P7A
Flock Bar Stool 4-Leg Wood Leg
OPTION: $(1):Grade 1 Uph
OPTION: .EMP:Emphasis
OPTION: 04:Fog
OPTION: .LE599:Field Elm
OPTION: .P7A:Textured Charcoal
687.74 4,126.44
9 4.00
Each

HON INDUSTRIES
HFCG6WD--$(1)-.EMP-04-.LE599
Flock Guest Chair Wood Leg
OPTION: $(1):Grade 1 Uph
OPTION: .EMP:Emphasis
OPTION: 04:Fog
OPTION: .LE599:Field Elm
581.61 2,326.44
10 1.00
Each

HON INDUSTRIES
HTLC4272LCTFP--.N-$(L1STD)-.LDW1-$(L1STD)-.LDW1-$
(L1STD)-.LDW1-.DW
Presd 42Wx72L Seat HT non-pwrd Collb Tbl w/full mod
OPTION: .N:No Grommets
OPTION: $(L1STD):Grd L1 Standard Laminates
OPTION: .LDW1:Designer White 15051
OPTION: $(L1STD):Grd L1 Standard Laminates
OPTION: .LDW1:Designer White 15051
OPTION: $(L1STD):Grd L1 Standard Laminates
OPTION: .LDW1:Designer White 15051
OPTION: .DW:Designer White
843.17 843.17
11 1.00
Each

HON INDUSTRIES
HTLC4296HCTFP--.N-$(L1STD)-.LDW1-$(L1STD)-.LDW1-$
(L1STD)-.LDW1-.DW
Presd 42Wx96L Cafe HT non-pwrd Collb Tbl w/full mod
OPTION: .N:No Grommets
OPTION: $(L1STD):Grd L1 Standard Laminates
OPTION: .LDW1:Designer White 15051
OPTION: $(L1STD):Grd L1 Standard Laminates
OPTION: .LDW1:Designer White 15051
OPTION: $(L1STD):Grd L1 Standard Laminates
OPTION: .LDW1:Designer White 15051
OPTION: .DW:Designer White
1,138.62 1,138.62
12 1.00
Each

ALLSTEEL
AMPTLF2436RT--.X-$(L1STD)-.LDW1-.FE-.C0
Structure 24" X 36" Racetrack Top Lam SqrEdge
OPTION: .X:Standard Wood
OPTION: $(L1STD):Grd L1 Standard Laminates
OPTION: .LDW1:Designer White 15051
OPTION: .FE:Field Elm
198.31 198.31
Attachment Consent Item 16B
Proposal

Page 3 ends

9 OPTION: .C0:No Cutout
13 1.00
Each

ALLSTEEL
AMPTLF3672CH--.X-$(L1STD)-.LWFE-.FE-.C0
Structure 36x72 Chevron Top Lam - Sqr Edge
OPTION: .X:Standard Wood
OPTION: $(L1STD):Grd L1 Standard Laminates
OPTION: .LWFE:Field Elm
OPTION: .FE:Field Elm
OPTION: .C0:No Cutout
469.09 469.09
14 3.00
Each

ALLSTEEL
AMPTPS26M--$(P1)-.PK7
Structure SqrPed Base Med. Continental Height
OPTION: $(P1):P1 Paint Grade
OPTION: .PK7:Textured Designer White
432.86 1,298.58
15 1.00
Each

HON INDUSTRIES
HCWPT--$(L1STD)-.LWFE-.DW-$(P1)-.PK7
15" x 17" Personal Table
OPTION: $(L1STD):Grd L1 Standard Laminate
OPTION: .LWFE:Field Elm
OPTION: .DW:Designer White
OPTION: $(P1):P1 Paint Opts
OPTION: .PK7:Designer White Texture
220.45 220.45
16 3.00
Each

KIMBALL OFFICE, INC
N49GMNSC1--1-15257-C3

GRIN, LOUNGE, LOW-PROFILE BASE, MOBILE, NO STITCH NO PIPING OPTION: 1:GRADE 1
OPTION: 15257:SCHOFIELD SPECK
OPTION: C3:HARD DUAL WHEEL,BLACK
882.38 2,647.14
17 1.00
Each

KIMBALL OFFICE, INC
N86BS1CX--3-41335-1-11509-461-STD

EKLUND, BENCH, STARTER, CENTER, CONTRAST
OPTION: 3:GRADE 3
OPTION: 41335:SILVERTEX STERLING
OPTION: 1:GRADE 1
OPTION: 11509:VESSEL STONE
OPTION: 461:METAL,GRAPHITE
OPTION: STD:STANDARD HARD GLIDE
981.79 981.79
18 1.00
Each

KIMBALL OFFICE, INC
N86LACNMPX--1-15257-1-11509-1-11509-3-41335-1-11509-461-461-STD

EKLUND, LOUNGE, ADD-ON, CORNER, ARMLESS, PRIVACY, CONTRAST OPTION: 1:GRADE 1
OPTION: 15257:SCHOFIELD SPECK
OPTION: 1:GRADE 1
OPTION: 11509:VESSEL STONE
OPTION: 1:GRADE 1
OPTION: 11509:VESSEL STONE
OPTION: 3:GRADE 3
OPTION: 41335:SILVERTEX STERLING
OPTION: 1:GRADE 1
OPTION: 11509:VESSEL STONE
OPTION: 461:GRAPHITE
OPTION: 461:METAL,GRAPHITE
OPTION: STD:STANDARD HARD GLIDE
2,361.69 2,361.69
19 3.00 KIMBALL OFFICE, INC 1,664.88 4,994.64
Attachment Consent Item 16B
Proposal

Page 4 ends

9 Each N86LA1MPX--1-15257-1-11509-1-11509-3-41335-1-11509-461-461-STD EKLUND, LOUNGE, ADD-ON, 1 SEAT, ARMLESS, PRIVACY, CONTRAST OPTION: 1:GRADE 1
OPTION: 15257:SCHOFIELD SPECK
OPTION: 1:GRADE 1
OPTION: 11509:VESSEL STONE
OPTION: 1:GRADE 1
OPTION: 11509:VESSEL STONE
OPTION: 3:GRADE 3
OPTION: 41335:SILVERTEX STERLING
OPTION: 1:GRADE 1
OPTION: 11509:VESSEL STONE
OPTION: 461:GRAPHITE
OPTION: 461:METAL,GRAPHITE
OPTION: STD:STANDARD HARD GLIDE
20 1.00
Each

KIMBALL OFFICE, INC
N86LE1LPX--1-15257-1-11509-1-11509-3-41335-1-11509-461-461-STD EKLUND, LOUNGE, END, 1 SEAT, LEFT ARM, PRIVACY, CONTRAST OPTION: 1:GRADE 1
OPTION: 15257:SCHOFIELD SPECK
OPTION: 1:GRADE 1
OPTION: 11509:VESSEL STONE
OPTION: 1:GRADE 1
OPTION: 11509:VESSEL STONE
OPTION: 3:GRADE 3
OPTION: 41335:SILVERTEX STERLING
OPTION: 1:GRADE 1
OPTION: 11509:VESSEL STONE
OPTION: 461:GRAPHITE
OPTION: 461:METAL,GRAPHITE
OPTION: STD:STANDARD HARD GLIDE
1,798.84 1,798.84
21 4.00
Each

HON INDUSTRIES
HLSL2060LD0--$(L1STD)-.LWFE
Low credenza open: 20x60x21.5
OPTION: $(L1STD):Grd L1 Standard Laminates
OPTION: .LWFE:Field Elm
716.36 2,865.44
22 8.00
Each

HON INDUSTRIES
HLSL2030CH2--$(1)-.EMP-04
Cred Cushion: 20x30x1
OPTION: $(1):Grd 1 Uph
OPTION: .EMP:Emphasis
OPTION: 04:Fog
254.54 2,036.32
23 1.00
Each
ENWORK
SF36168--A-5-N
Rounded Rectangle Top 36"D x 168"W, 2-pieces
OPTION: A:Standard Laminate - 3mm Edge
OPTION: 5:Formica Pale Brushstroke (6997-58)
OPTION: N:No Cable Management
OPTION: :Laminate
905.46 905.46
24 3.00
Each
ENWORK

LQTCT--N-W
Sawhorse Conference Table Legs for 36"D - 60"D Table, Levelers, package of two individual legs for one table end
OPTION: N:No Routing Holes
257.09 771.27
Attachment Consent Item 16B
Proposal

Page 5 ends

9 OPTION: W:Arctic White
25 12.00
Each
KI/AGI
LL2200---NFR-/PWG-/CH-/UCCO-/NFR-GRPP1-ADELE-/27.243.082.P LimeLite Four Leg Armless Chair with Casters, Uph Seat/Poly Back OPTION: -NFR:Compliance to TB 117-2013
OPTION: /PWG:Warm Grey
OPTION: /CH:Chrome
OPTION: /UCCO:Dual surface casters, Cottonwood
OPTION: /NFR:Compliance to TB 117-2013
OPTION: GRPP1:Pallas Fabric Group P1
OPTION: ADELE:ADELE
OPTION: /27.243.082.P:PAVEMENT
397.98 4,775.76
26 1.00
Each
ENWORK
WC54132--A-W-D
Wedge Top 54"D x 132"W, 2-pieces (36"D2/54"D1)
OPTION: A:Standard Laminate - 3mm Edge
OPTION: :Laminate
OPTION: W:Formica Brite White (459-58)
OPTION: D:Two Pwr/Data Cut-outs, Between Outer Bases
1,026.56 1,026.56
27 2.00
Each
ENWORK
PDE422--1-AR
Ellora Double, 4 pwr/2 data openings/2 USB A+C, cutout 9.81" x 8.0" OPTION: 1:Daisy-Chain, Circuit 1
OPTION: AR:Clear Aluminum w/ Black Interior
701.46 1,402.92
28 1.00
Each
ENWORK
A1BPS72
Base Power Infeed for Right Angle(RA) Plug Circuit 1(only), 20 Amp plug, 72" 123.27 123.27
29 1.00
Each
ENWORK

PDEJUMPXX
Jumper for connecting 2 Ellora, or Alexander Units, pkg of 1 (Length determined by Enwork)

66.55 66.55
30 2.00
Each
ENWORK
PDGR
Universal Cable Gripper, 5 openings

13.45 26.90
31 3.00
Each
ENWORK

LQTCT--N-G
Sawhorse Conference Table Legs for 36"D - 60"D Table, Levelers, package of two individual legs for one table end
OPTION: N:No Routing Holes
OPTION: G:Storm
257.09 771.27
32 1.00
Each
ENWORK
SF72216--K-5-E
Rounded Rectangle Top 72"D x 216"W, 4-pieces
OPTION: K:Standard Laminate - Knife Edge
OPTION: :Laminate
OPTION: 5:Formica Pale Brushstroke (6997-58)
OPTION: E:Three Pwr/Data Cut-outs, Between Bases
3,497.13 3,497.13
33 1.00
Each
ENWORK
LNRA72216--A-W
Ligouri Conference Base, 29"H, for 72"D x 216"W Rect. Top OPTION: A:Polished Aluminum
OPTION: W:White Paint on Ash
5,358.60 5,358.60
34 3.00 ENWORK 701.46 2,104.38
Attachment Consent Item 16B
Proposal

Page 6 ends

9 Each PDE422--1-AW
Ellora Double, 4 pwr/2 data openings/2 USB A+C, cutout 9.81" x 8.0" OPTION: 1:Daisy-Chain, Circuit 1
OPTION: AW:Clear Aluminum w/ White Interior
35 1.00
Each
ENWORK
A1BP72
Base Power Infeed for Right Angle(RA) Plug Circuit 1(only), 20 Amp plug, 72" 123.27 123.27
36 2.00
Each
ENWORK

PDEJUMPXX
Jumper for connecting 2 Ellora, or Alexander Units, pkg of 1 (Length determined by Enwork)

66.55 133.10
37 3.00
Each
ENWORK
PDGR
Universal Cable Gripper, 5 openings

13.45 40.35
38 14.00
Each
N9NE FURNITURE GROUP-SAC
21621

MID BK TILTER CHAIR- BLACK MESH
231.68 3,243.52
39 2.00
Each
ENWORK
WC4896--A-W-K
Wedge Top 48"D x 96"W, 1-piece (36"D2/48"D1)
OPTION: A:Standard Laminate - 3mm Edge
OPTION: :Laminate
OPTION: W:Formica Brite White (459-58)
OPTION: K:One Pwr/Data Cut-out, Centered
526.55 1,053.10
40 2.00
Each
ENWORK
PDE211--C-AR
Ellora Single, 2 pwr/1 data opening/1 USB A+C, cutout 5.0" x 8.0" OPTION: C:6' Power Cord
OPTION: AR:Clear Aluminum w/ Black Interior
362.19 724.38
41 4.00
Each
ENWORK

LQTCT--N-G
Sawhorse Conference Table Legs for 36"D - 60"D Table, Levelers, package of two individual legs for one table end
OPTION: N:No Routing Holes
OPTION: G:Storm
257.09 1,028.36
42 3.00
Each
ENWORK
PDGR
Universal Cable Gripper, 5 openings

13.45 40.35
43 1.00
Each

HON INDUSTRIES
HCTRECT2472--.N-$(L1STD)-.S-.S
Arrange Table 24" x 72" Rectangle Top
OPTION: .N:No Grommet
OPTION: $(L1STD):Grd L1 Standard Laminates
OPTION: .S:Charcoal
OPTION: .S:Charcoal
282.27 282.27
44 1.00
Each

HON INDUSTRIES
HCT36ST--$(P1)-.P7A
Arrange Cnter Hght T-legs for 24D Srfc - 2 bases
OPTION: $(P1):P1 Paint Opts
OPTION: .P7A:Textured Charcoal
474.99 474.99
45 2.00
Each
OFS BRANDS, INC.

MTGRM-PRO-LIGHT-D
23,996.04 47,992.08
Attachment Consent Item 16B
Proposal

Page 7 ends

9 Meeting Room, Pro, Light
46 2.00
Each
OFS BRANDS, INC.

U-ROOMS-SEISMIC-D
Room S Seismic Kit (Room S)
467.31 934.62
47 13.00
Each
OFS BRANDS, INC.

R-PHBTH-LIGHT-D
Room, Phone Booth, Light
6,639.06 86,307.78
48 13.00
Each
OFS BRANDS, INC.

U-PB-SEISMIC-D
Phone booth Seismic Kit (PB)
155.77 2,025.01
49 13.00
Each

DESIGN PUBLIC GROUP
NCP-609121
Form Bar Stool - Metal Legs
OPTION: :Light Grey
269.48 3,503.24
50 2.00
Each

ALLSTEEL
U6HK2HC--$(P1)-.P02
Further Hub - High Capacity Hub to 2 Beam
OPTION: $(P1):P1 Paint Opts
OPTION: .P02:Flint
441.24 882.48
51 1.00
Each

ALLSTEEL
UN6B84M--$(P1)-.P02
Further 84 " Beam Trim for Mounting
OPTION: $(P1):P1 Paint Opts
OPTION: .P02:Flint
161.30 161.30
52 1.00
Each

ALLSTEEL
UN6B84P--$(P1)-.P02
Further 84 " Beam with Power Ports
OPTION: $(P1):P1 Paint Opts
OPTION: .P02:Flint
434.52 434.52
53 1.00
Each

ALLSTEEL
UN6B96M--$(P1)-.P02
Further 96 " Beam Trim for Mounting
OPTION: $(P1):P1 Paint Opts
OPTION: .P02:Flint
168.02 168.02
54 1.00
Each

ALLSTEEL
UN6B96P--$(P1)-.P02
Further 96 " Beam with Power Ports
OPTION: $(P1):P1 Paint Opts
OPTION: .P02:Flint
492.08 492.08
55 4.00
Each

ALLSTEEL
UN6SWMC42--$(P1)-.P02
Further Wire Mgr 42W - Single Sided
OPTION: $(P1):P1 Paint Opts
OPTION: .P02:Flint
144.94 579.76
56 2.00
Each

ALLSTEEL
U6BC2048F--$(A)-.NBLE-43-$(P1)-.P02-$(P1)-.P02
Further 20.5Hx48W Beam Center Screen - Fabric
OPTION: $(A):GrdA Fab
OPTION: .NBLE:Noble
OPTION: 43:Windy Day
OPTION: $(P1):P1 Paint Opts
OPTION: .P02:Flint
340.13 680.26
Attachment Consent Item 16B
Proposal

Page 8 ends

9 OPTION: $(P1):P1 Paint Opts
OPTION: .P02:Flint
57 1.00
Each

ALLSTEEL
UN8K84--.P
Further 84" Power Kit
OPTION: .P:Black
267.37 267.37
58 1.00
Each

ALLSTEEL
UN8K96--.P
Further 96" Power Kit
OPTION: .P:Black
338.67 338.67
59 1.00
Each

ALLSTEEL
UN87J16--.P
Further Beam to Beam Connector
OPTION: .P:Black

46.46 46.46
60 3.00
Each

ALLSTEEL
SPLA-TP-PELEC-BYR--.M490934-.E9
Further Duplex Receptacles Circuit 1 CONTROLLED
OPTION: .M490934:SPL UN87U501
OPTION: .E9:Flint

22.83 68.49
61 2.00
Each

ALLSTEEL
SPLA-TP-PELEC-BYR--.M490935-.E9
Further Duplex Receptacles Circuit 2 CONTROLLED
OPTION: .M490935:UN87U502
OPTION: .E9:Flint

22.83 45.66
62 3.00
Each

ALLSTEEL
UN87U506--.E9
Further Duplex Receptacles Circuit 3 (2+2)
OPTION: .E9:Flint

20.75 62.25
63 2.00
Each

ALLSTEEL
UN87U504--.E9
Further DuplexReceptacleCircuit 4 iso/dedicated
OPTION: .E9:Flint

20.75 41.50
64 8.00
Each

ALLSTEEL
A6REC2S2LTF--$(P1)-.P8L-.X-.MEM
A6 2 Stage 2 Leg Rectangle T Foot
OPTION: $(P1):P1 Paint Opts
OPTION: .P8L:Nickel
OPTION: .X:Standard Glide
OPTION: .MEM:Memory Preset
392.15 3,137.20
65 8.00
Each

ALLSTEEL
AF5RS6024D--$(L1STD)-.LDW1-.DW-.G0
60Wx24D Rect Lam FlatEdge WorkSurface w Stiffener
OPTION: $(L1STD):Grd L1 Standard Laminates
OPTION: .LDW1:Designer White 15051
OPTION: .DW:Designer White
OPTION: .G0:No Grommet
182.58 1,460.64
66 8.00
Each

ALLSTEEL
AJTRGH24--$(P1)-.P8T
24" Cable Management Tray
OPTION: $(P1):P1 Paint Opts
OPTION: .P8T:Titanium

31.42 251.36
67 1.00
Each
KIMBALL OFFICE, INC 1,387.25 1,387.25
Attachment Consent Item 16B
Proposal

Page 9 ends

9 TARIFF
Surcharge
68 1.00
Each

DESIGN PUBLIC GROUP
TARIFF
Surcharge
210.19 210.19
69 1.00
Each
KI/AGI
TARIFF
Surcharge
103.83 103.83
70 1.00
Job

INSIDESOURCE

TARIFF DISCLAIMER
Tariff Price Change Agreement
Prices provided are based on the current regulatory environment as of the issuance date. If new tariffs, surcharges, duties, or other government-imposed fees are enacted, or existing ones are modified after the issuance date, Insidesource reserves the right to adjust prices to account for these changes, and Client agrees to pay such adjusted prices. This agreement supersedes anything to the contrary in any written or verbal agreement between the Parties.

Any price adjustments will be communicated in writing with supporting documentation outlining the specific impact of the change. Insidesource is committed to transparency and will work in good faith to mitigate any cost increases where feasible.

0.00 0.00
71 1.00
Each

CLARUS GLASSBOARDS, LLC

FREIGHT
Shipping
324.67 324.67
72 1.00
Each
N9NE FURNITURE GROUP-SAC

FREIGHT
Shipping
117.95 117.95
73 1.00
Each

DESIGN PUBLIC GROUP

FREIGHT
Shipping
578.03 578.03
74 1.00
Each
SERVICE WEST, INC.

LABOR SERVICES
To receive, deliver, and install new furniture per plan before/after normal business hours (includes weekend work). Includes design and project management services. Includes reconfiguring an 8-pack, 120 degree cluster to remove (2) 120 degree desks and add 8 rectilinear desks. Includes seismic bracing for phone booths. Does not include relocating existing furniture.

Assumes area will be free and clear for new furniture placement. 93,620.00 93,620.00
Order Sub-Total : $315,471.67

10.2500%-OAKLAND-94612-4731-ALAMEDA : $32,335.85
TOTAL ORDER : $347,807.52
Required Deposit 50.00% : $173,903.76

PLEASE REVIEW THIS QUOTATION AND NOTIFY US PROMPTLY OF ANY CORRECTIONS REQUIRED THANK YOU FOR THE OPPORTUNITY TO BE OF SERVICE Signature: _________________________Name:_______________________ Title:___________________ Date: ___________ Attachment Consent Item 16B

Staff Report Item 17
Staff Report Item 17
To: Ava Community Energy Authority
From: Russell Mills, SVP and CFO
Subject: Approval of Prepay Financings #4&5
Date: June 18, 2025
__________________________________________________________________ Summary/Recommendation
Adopt a Resolution authorizing the execution and delivery of a Prepaid Energy Agreement, a Master Power Supply Agreement, a Project Administration Agreement, a PPA Custodial Agreement, and certain other documents in connection with the issuance of California Community Choice Financing Authority (“CCCFA”) Clean Energy Project Revenue bonds to enable Ava to enter into its fourth and fifth energy prepayment transactions.

Background and Discussion
Commodity Prepay Financings are a unique financing structure giving tax-exempt entities that sell commodities to end-use customers a mechanism to provide more affordable energy through savings received by the energy recipient for buying the power through long-term contracts.

These are complex transactions with several entities. At a minimum, an energy recipient, a commodity supplier, and a conduit bond issuer are involved. The conduit issuer is necessary to provide legal separation to both the supplier and recipient from the issuing entity.

Ava has executed three prepay transactions in the past, including the first ever CCA prepay in 2021, and then subsequent transactions in 2022 and 2023. Many of the CCA’s in California have utilized this structure to provide discounted power and further enable a value proposition for CCA customers. The bonds have been sold through the California Community Choice Financing Authority (CCCFA) as a conduit issuer, which was initially set up to enable these transactions. The benefits received for Ava and its customers are derived from the lower cost of funding from tax-exempt financing that is provided to the supplier than what they would receive Staff Report Item 17
from taxable markets and their own internal cost of capital. The energy recipient commits to buying a commodity over a long term and receives a discount to the contracted or market price throughout the term, lowering current and future energy costs.

After holding an RFQ in April, staff selected Morgan Stanley (MS) for its 4th prepay and Goldman Sachs (Goldman) for its 5th prepay. Both firms have substantial CCA Prepay experience and competitive cost structures. Staff opted to utilize MS for the 4th prepay to take advantage of efficiencies that were developed and memorialized by contract amendments with MS during the third prepay process in 2023. That said, staff opted to go with Goldman for the 5th prepay transaction to help mitigate risks associated with using one counterparty as the energy supplier over multiple transactions. A transaction with Goldman will largely look the same as with MS, with the use of Goldman as the energy supplier will help to diversify the risk to Ava related to unforeseen supplier issues.

Staff also determined to utilize a competitive process to choose the funding recipient. This new process improves economics by creating better credit risk diversification for investors and will enhance the savings potential obtained when bonds are sold.

Additional information about this complex structure was presented to the Board in April and with the Finance Administrative and Procurement Committee in May and the Executive Committee in June. Assuming the Board of Directors supports staff’s recommendation, the transaction will be presented to the CCCFA Board later in June for its approval before bond sales would occur.

The details of the requested board approval are as follows:

Adopt the Resolution which authorizes Ava to sign:
• Power Supply Contract with CCCFA (Issuer)
• Letter Agreement Regarding PPA Assignments with Morgan Stanley and Goldman Sachs (Prepay Suppliers) with Form of Limited Assignment Agreements with Morgan Stanley & Goldman Sachs and future PPA sellers
• Project Administration Agreement with CCCFA (Issuer)
• PPA Payments Custodial Agreements with Morgan Stanley and BONY, & Goldman Sachs and BONY
• Cost Share Memorandum of Understandings (MOUs), by and between Ava, CCCFA and the Prepaid Supplier; and
The approval provided shall be subject to the following parameters:
(a) no more than two total prepayment transactions will be completed on behalf of Ava pursuant to the authorizations granted by the Resolution; (b) the Bonds will not be obligations of Ava, but will be limited obligations of the Issuer payable solely from the revenues and other amounts pledged therefor under each Indenture, including amounts payable by Ava under the Power Supply Contract(s) and/or the Clean Energy Purchase Contract(s), respectively; Staff Report Item 17
(c) the aggregate principal amount of each series of Bonds shall not exceed $1,250,000,000 per series issued;
(d) the “Monthly Discount” and “Minimum Discount” as provided for in a Power Supply Contract for any MS Project shall be at least 8.0% of the fixed cashflows or equivalent $ per MWh; and
(e) the “Monthly Discount Percentage” as provided for in a Clean Energy Purchase Contract shall result in at least an average annual savings of 8.0% during the Initial Reset Period (as such term is defined in such Clean Energy Purchase Contract).

Financial Impact
The purpose of pursuing the prepay transaction is to achieve meaningful energy procurement cost savings. These transactions are targeting an 8-12% discount at the outset, which translates to approximately $3-4MM of annual savings. Ava has saved $21.7 million from 2022 through year-end 2024 on the energy purchased through the three prepays it has closed, and savings are now expected to be approximately $14 million annually from those prepays into the future.

With the addition of prepays 4 and 5, savings will be expected to rise to approximately $20-21 million annually on energy purchased through the Power Supply Contracts related to the prepay transactions.

Most of the parties assisting Ava with the prepay will be paid from the proceeds of the prepay bonds. With that said, certain fees, such as rating agency fees and green bond designation fees, are not contingent on a successful prepay transaction closing. Ava negotiated to have the prepay supplier(s) split these costs with Ava if the deal does not close. To minimize this modest risk, Ava will only authorize these fees when necessary.

Additionally, it is important to note that the prepay transaction itself is non-recourse to Ava. The ultimate counterparty with the Prepay Supplier is the CCCFA JPA, so CCCFA is therefore the counterparty to all the underlying agreements. CCCFA is a public entity separate and apart from the parties to the JPA Agreement, and the debts, liabilities and obligations of CCCFA will not constitute debts, liabilities or obligations of Ava or any representative of Ava serving on the governing body of Ava.

Attachments
A. Resolution
B. Presentation
C. Master Power Supply Agreement with Goldman Sachs
D. Prepaid Agreement with Morgan Stanley
E. Letter Agreement Regarding PPA Assignments
F. Project Administration Agreement with Morgan Stanley G. Operational Services Agreement with Goldman Sachs
H. PPA Payments Custodial Agreement
I. Trust Indenture
J. Re-pricing Agreements with and Goldman Sachs
Staff Report Item 17
K. Preliminary Offering Statement (POS) for Prepay with Morgan Stanley L. Preliminary Offering Statement (POS) for Prepay with Goldman Sachs M. MOU for Cost Share with CCCFA
N. MOU for Cost Share with Morgan Stanley
O. Re-pricing Agreements with Morgan Stanley
P. Form of Limited Assignment for Morgan Stanley
Q. Form of Limited Assignment for Goldman Sachs
R. Ava Appendix A for inclusion in POS
Attachment Staff Report Item 17A
RESOLUTION R-2025-[__]

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE AVA

COMMUNITY ENERGY AUTHORIZING THE EXECUTION AND DELIVERY OF

A POWER SUPPLY CONTRACT OR POWER SUPPLY CONTRACTS AND/OR

A CLEAN ENERGY PURCHASE CONTRACT OR CLEAN ENERGY

PURCHASE CONTRACTS AND CERTAIN OTHER DOCUMENTS IN

CONNECTION WITH THE ISSUANCE BY THE CALIFORNIA COMMUNITY

CHOICE FINANCING AUTHORITY OF TWO SEPARATE SERIES OF CLEAN ENERGY PROJECT REVENUE BONDS, SERIES 2025; AND CERTAIN

OTHER ACTIONS IN CONNECTION THEREWITH
WHEREAS, Ava Community Energy (formerly East Bay
Community Energy) (“Ava”) was formed as a community choice aggregation agency (“CCA”) on December 1, 2016, under the Joint Exercise of Power Act, California Government Code sections 6500 et seq. (the “Act”), among the County of Alameda, and the Cities of Albany, Berkeley, Dublin, Emeryville, Fremont, Hayward, Livermore, Piedmont, Oakland, San Leandro, and Union City to study, promote, develop, conduct, operate, and manage energy-related climate change programs in all of the member jurisdictions. The cities of Newark and Pleasanton, located in Alameda County, along with the City of Tracy, located in San Joaquin County, were added as members of Ava and parties to the Joint Powers Agreement (as defined below) in March of 2020. The City of Stockton, located in San Joaquin County, was added as a member of Ava and party to the Joint Powers Agreement in 2022. San Joaquin County was added as a member of Ava and party to the Joint Powers Agreement in 2024;
WHEREAS, pursuant to the provisions of the Act, Ava and certain other California “community choice aggregators” entered into a joint powers agreement (the “Joint Powers Agreement”) pursuant to which the California Community Choice Financing Authority (the “Issuer”) was organized for the purpose, among other things, of entering into contracts and issuing bonds to assist Ava in financing the acquisition of supplies of clean energy; WHEREAS, the Issuer is authorized by its Joint Powers Agreement to acquire supplies of clean energy by any means and to issue revenue bonds to finance the cost of acquisition of such supplies, and is vested with all powers necessary to accomplish the purposes for which it was created; WHEREAS, Ava has determined that it is desirable to acquire long-term supplies of clean energy from the Issuer; WHEREAS, Ava is requesting that the Issuer agree to enter into one or two transactions to (i) purchase certain quantities of clean energy from a Delaware limited liability company (the “Prepaid Supplier”) the sole member of which is Morgan Stanley Capital Group Inc., a Delaware corporation (“MSCG”) on a prepaid basis and to sell such clean energy to Ava, as described herein (the 2 “MS Project”) and/or (ii) purchase certain quantities of clean energy from a Delaware limited liability company, the sole equity member of which is J. Aron & Company LLC, a New York limited liability company (the “Electricity Supplier”) on a prepaid basis and to sell such clean energy to Ava, as described herein (the “GS Project” and together with the MS Project, the “Projects”); WHEREAS, Ava has determined to authorize a total of two transactions, consisting of one MS Project and one GS Project or, in the alternative two MS Projects or two GS Projects;
WHEREAS, Ava is requesting that the Issuer finance the costs of the Projects with the proceeds of two separate series of its Clean Energy Project Revenue Bonds, Series 2025 (together, the “Bonds”);
WHEREAS, Ava has determined to authorize the officers of Ava to take all necessary action to accomplish the purchase of clean energy from the Issuer and to assist the Issuer in the issuance, sale and delivery of the Bonds; and
WHEREAS, there have been made available to the Board of Directors of Ava for approval forms of the following agreements to which Ava is a party:

The following “MS Project documents”:

1. Power Supply Contract between Ava and the Issuer;

2. Second Consolidated, Amended and Restated Custodial
Agreement by and among Ava, Morgan Stanley Capital Group Inc., a Delaware corporation (“MSCG”), the Prepaid Supplier, the Issuer and the custodian to be named therein;

3. Letter Agreement among Ava, the Prepaid Supplier and MSCG regarding matters relating to Assignment Agreements with form of Limited Assignment Agreement, by and among Ava, the counterparty to the power purchase agreement described therein, and MSCG; and

4. Prepaid Energy Project Administration Agreement, by and between Ava and the Issuer;

5. Cost Share Memorandum of Understanding (MOU), by and between Ava, Morgan Stanley & Co. LLC and CCCFA, if necessary; and The following “GS Project documents”:

1. Clean Energy Purchase Contract between Ava and the
Issuer;
3 2. PPA Custodial Agreement by and among Ava, J. Aron & Company LLC, a New York limited liability company (“J. Aron”), the Issuer, and a custodial bank agreed to by the Issuer and Ava;

3. Letter Agreement between Ava and J. Aron regarding
matters relating to Limited Assignment Agreements;

4. A form of Limited Assignment Agreement, by and among Ava, the counterparty to the power purchase agreement to be described therein, and J. Aron;

5. Clean Energy Project Operational Services Agreement, by and between Ava and the Issuer;

6. Cost Share Memorandum of Understanding (MOU), by and between Ava and CCCFA, if necessary; and
The MS Project documents and the GS Project documents collectively referred to herein as the “Ava Documents”.

WHEREAS, there have also been made available to the Board of Directors of Ava forms of the following additional documents relating to the Projects:

1. Trust Indentures (the “Indentures”) each between the Issuer and the trustee to be named therein, providing for, among other things, the issuance of and security for the respective series of Bonds;

2. Prepaid Energy Sales Agreement (the “Prepaid Agreement”) between the Issuer and the Prepaid Supplier, providing for the delivery of the prepaid energy supply to the Issuer;

3. Master Power Supply Agreement (the “Master Power Supply Agreement”) between the Issuer and the Electricity Supplier, providing for the delivery of the energy supply to the Issuer;

4. Re-Pricing Agreements (the “Re-Pricing Agreements”)
between the Issuer and the Prepaid Supplier and Electricity Supplier, respectively, providing for the remarketing or refunding of the Bonds from time to time and the establishment of the Monthly Discount available to Ava under the Power Supply Contract and the Clean Energy Purchase Contract, respectively, from time to time during the term of the transactions; and

5. Preliminary Official Statements (the “Preliminary Official Statements”), to be used in connection with the offering and sale of the respective series of Bonds, including the information relating to Ava included in each Appendix A thereto (the Indentures, the Prepaid 4 Agreement, the Master Supply Agreement, the Re-Pricing Agreements and the Preliminary Official Statements, together with the Ava Documents, the “Project Documents”);
NOW THEREFORE, BE IT RESOLVED by the Ava Board of
Directors, as follows:

Section 1. The proposed forms of the Ava Documents, as made available to the Board of Directors for this meeting, are hereby approved. The forms of Limited Assignment Agreements may be used, in substantially the same form, for the initial assignments of Ava power purchase agreements, and in a similar form for additional power purchase agreements as needed to maintain the transactions approved hereby, with such changes as may be necessary to conform to the requirements of such power purchase agreements or as may be necessary to effect such assignment, and any such Limited Assignment Agreements shall be included in the Ava Documents hereby approved. Subject to the parameters set forth in Section 4 of this Resolution, any of the Chief Executive Officer, Chief Financial Officer or Chair of the Board (each an “Authorized Officer”) is hereby authorized and directed, for and on behalf of Ava, to execute and deliver the Ava Documents in substantially said form, with such changes and insertions therein as the Authorized Officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 2. The proposed forms of the Preliminary Official Statements, as made available to the Board of Directors for this meeting, are hereby approved. Any Authorized Officer is hereby authorized and directed, for and on behalf of Ava, to execute and deliver a certificate as to the information regarding Ava contained therein and in the final versions of the Official Statements, with such changes and insertions therein as the Authorized Officer approving the same may deem necessary or appropriate. Subject to approval by the Issuer, Ava hereby authorizes the distribution of the Preliminary Official Statements to persons who may be interested in the purchase of the Bonds, and the delivery of the Official Statements in final form to the purchasers of the respective Bonds, in each case with such changes as may be approved as aforesaid.

Section 3. Each Authorized Officer is hereby authorized and directed, for and in the name and on behalf of Ava, to execute and deliver any and all documents, including, without limitation, any tax certificates relating to its expected use of the energy to be purchased by it from the respective Project, any continuing disclosure certificates or similar agreements required for the offering or sale of the Bonds, and any and all closing certificates to be executed in connection with the issuance of the Bonds and to take any and all actions which may be necessary or advisable, in the discretion of such Authorized Officers, to effectuate the actions which Ava has approved in this Resolution, for the issuance, sale and delivery of the Bonds, and to consummate by Ava the 5 transactions contemplated by the Ava Documents approved hereby and the other Project Documents presented to the Board herewith, including any subsequent amendments, waivers or consents entered into or given under or in accordance with such documents.

Section 4. The approvals provided for herein shall be subject to the following parameters:
(a) no more than two total prepayment transactions will be completed on behalf of Ava pursuant to the authorizations granted by this Resolution;
(b) the Bonds will not be obligations of Ava, but will be limited obligations of the Issuer payable solely from the revenues and other amounts pledged therefor under each Indenture, including amounts payable by Ava under the Power Supply Contract(s) and/or the Clean Energy Purchase Contract(s), respectively;
(c) the aggregate principal amount of each series of Bonds shall not exceed $1,250,000,000 per series issued;
(d) the “Monthly Discount” and “Minimum Discount” as provided for in a Power Supply Contract for any MS Project shall be at least 8.0% of the fixed cash flows or equivalent $ per MWh; and
(e) the “Monthly Discount Percentage” as provided for in a Clean Energy Purchase Contract shall result in at least an average annual savings of 8.0% during the Initial Reset Period (as such term is defined in such Clean Energy Purchase Contract).

Section 5. Execution and delivery of the Ava Documents by an Authorized Officer or Officers shall be conclusive evidence that the parameters set forth in Section 4 have been met, and all actions heretofore taken by the Authorized Officers with respect to the issuance of the Bonds are hereby ratified, confirmed and approved.

Section 6. If the conditions set forth in Section 4 have been met, an Authorized Officer may direct the payment to professionals that provided services to Ava in connection with the Projects. These professional services include legal counsel, bond counsel, tax counsel, Municipal Financial Advisor, Swap Advisor, and any other consultant needed to complete the transactions contemplated herein for Ava. Payment to these professionals will be made from the proceeds of the sale of the Bonds respectively and pursuant to the terms of the applicable agreements executed with Ava.

Section 7. If the conditions set forth in Section 4 have been met, an Authorized Officer may direct the payment to additional vendors and/or parties 6 to the Ava Documents or other Project Documents to complete the issuance of the Bonds. These vendors, if any, will be paid pursuant to an agreement for services rendered in completing the issuance of the Bonds and from the proceeds of the sale of the Bonds.

Section 8. This Resolution shall take effect immediately. 7 ADOPTED AND APPROVED at a regular meeting of the Ava Board of Directors on this 18th day of June, 2025.
______________________________________
Jack Balch, Chair
Attest:
___________________________________________
Adrian Bankhead, Clerk of the Board
Board Presentation:

Prepay Financing Approval
June 18, 2025
Attachment Staff Report Item 17B
• IRS Regulations codified in 2005 allow for tax-exempt debt to be issued for the prepayment of electricity to serve load
• Cost of funding with tax-exempt debt is lower than supplier would otherwise receive borrowing from taxable market or from using internal funding at their cost of capital • Energy supply agreement where buyer (Ava) commits to purchase the commodity over a 30-year term, receiving a discount to the market price
▪ Lowers Ava's costs on existing and future energy contracts • Bond investor risk is tied to the supplier and corporate guarantor to make debt service payments and redeem bonds if termination events occur or bankruptcy Prepay Financing Background
2 Goal: Reduce the cost of power purchases
Attachment Staff Report Item 17B
• 2019 - Ava issued RFP for Prepay Services (Prepay
Provider)
• 2021 – Ava closes first-ever CCA energy prepay
bond transaction
Ava’s Prepay Experience:
3 Timeline of Ava Prepay Activity:
• 2024 - Ava amended prepays to maximize savings
and optimize operations
Ava’s Prepays to Date
Prepay Date Closed Provider/Supplier Bond Size
1 9/23/21 Morgan Stanley $1.20B
2 7/12/22 Morgan Stanley $0.93B
3 8/16/23 Morgan Stanley $0.99B
Ava is part of a list of leading CCAs
that have issued energy prepay bonds:
• Ava Community Energy
• Clean Power Alliance (CPA)
• Silicon Valley Clean Energy (SVCE)
• Peninsula Clean Energy (PCE)
• Marin Clean Energy (MCE)
• Sonoma Clean Power (SCE)
• Valley Clean Energy (VCE)
Attachment Staff Report Item 17B
Ava’s Prepay Savings Through ‘24 Total $21.7M
4 -
500,000
1,000,000
1,500,000
2,000,000
2,500,000
3,000,000
3,500,000
4,000,000
4,500,000
Q1 '22 Q2 '22 Q3 '22 Q4 '22 Q1 '23 Q2 '23 Q3 '23 Q4 '23 Q1 '24 Q2 '24 Q3 '24 Q4 '24 Quarterly Savings by Prepay
Prepay #1 Prepay #2 Prepay #3
Attachment Staff Report Item 17B
Benefits and Risks to Prepay Transactions
5 Benefits
• Power Contract Assignment: Existing renewable PPAs are assigned to the taxable Prepay Supplier. Ava continues to take and pay for the contract energy and attributes. All other PPA terms are unchanged • Contract Reverts to Original Upon Termination: If the prepay program terminates early, prepaid supplier fails to perform or Ava fails to perform, Ava forgoes the future savings • Debt Issued by Conduit Issuer: Non-Recourse: Prepays utilize non-recourse municipal bonds and are not secured or guaranteed by the Ava (off balance sheet), the debt is recourse to the Prepay funding recipient Risks
• Out of Pocket Costs - Loss of staff time; Rating agency and green bond designation fees are paid regardless of a successful transaction
• Opportunity Cost- higher savings through the prepay transaction initiated at a different time. • Load loss or inability to assign a PPA into the prepay due to contractual limitations would likely lead to remediation or remarketing activities and potentially result in the loss of the discount through deal termination.
• Tax and Regulatory risk - changes to tax exempt financing rules or changes to RPS standards Attachment Staff Report Item 17B
Transaction Structure Prepays 4 & 5
6 1. Bond Issuance: CCCFA issues
the Bonds to fund the
prepayment

2. Prepayment: CCCFA will apply
bond proceeds to prepay Energy
Supplier for approximately 30
years of Energy deliveries:

3. Energy Supplier Commodity
Swap

4. CCCFA Commodity Swap

5. Project Participant: Under the
Power Supply Contract, Ava
buys all of the Energy
delivered by the Energy
Supplier less a discount

6. Funding Agreement: Between
Energy Supplier and Funding
Recipient

7. Assigned PPAs: The Project
Participant, Ava assigns
its existing and future PPAs to
the Energy Supplier
Attachment Staff Report Item 17B
Diversification Benefits Within Prepays
7 CCA prepays have primarily always been with the same supplier and funding recipient

1. Diversifying the Energy Supplier reduces risk to Ava • By diversifying, Ava can better protect its risk to losing the discount, if the supplier becomes insolvent or other unforeseen supply concerns
• Staff proposing Morgan Stanley for Prepay 4 and Goldman Sachs for Prepay 5 to diversify

2. Investors seek to diversify their portfolio credit risk to the funding recipient • Can increase savings offered due to higher investor demand for the new funding recipient credit risk • Ava proposes utilizing this new structure for Prepay's 4 & 5 to access new funding counterparties Attachment Staff Report Item 17B
Potential Funding Recipients & CCA Experience
8 Firm Rating
Morgan Stanley & Co. A1
Deutsche Bank Baa1
Canadian Imperial Bank of
Commerce Aa2
Bank of Montreal Aa2
Athene Annuity and Life Company A1
Global Atlantic (Forethought Life
Ins. Co.) A2
Sumitomo Mitsui Banking
Corporation A1
Nomura Holdings Baa1
Pacific Life Aa3
American General Life Ins. A2
New York Life Aaa
Delaware Life Insurance A-Societe Generale Baa2
BNP Paribas, New York Branch Baa1
Recent Transactions Using New Structure
CPA/ CCCFA Series 2023C: Deutsche Bank
CPA / CCCFA Series 2023D: American General Life
Insurance Co.
3CE / CCCFA Series 2023F: National Bank of Canada
SMUD / NCEA Series 2024: Pacific Life Insurance
Company
CPA / CCCFA Series 2024B: Athene Annuity & Life Co.

PCE / CCCFA 2024C: American General Life Insurance Co.

Sonoma / CCCFA 2024G: Athene Annuity & Life Co
CPA/ CCCFA Series 2024H: New York Life
TID/ CVEA Series 2025A: Pacific Life Insurance Co.

VCE/ CCCFA Series 2025A: Athene Annuity & Life Co.

Attachment Staff Report Item 17B
Documents Overview: Ava Signs
9 1. Power Supply Contract
– Sets forth terms for which CCA receives energy for 30-year term – Signed by Ava and CCCFA

2. Letter Agreement Regarding PPA Assignments
– Details the terms of the limited assignment of PPAs between Ava and 3rd party energy sellers – Signed by Ava and Morgan Stanley/Goldman Sachs (Prepay Supplier)

3. Form of Limited Assignment
– Details the terms of the limited assignment of each energy PPA Ava assigns into prepay – Signed by Ava, the original PPA counterparty, and Morgan Stanley/Goldman Sachs (Prepay Supplier)

4. Project Administration Agreement
– Sets out terms for CCA to act on behalf of the Issuer – Signed by Ava and CCCFA

5. PPA Payments Custodial Agreement
– Details cash flows between PPA Buyer (CCA), Prepay Supplier, and Custodian – Signed by Ava, Morgan Stanley, and Custodial Bank

6. Cost Share Memorandum of Understanding (MOU)
– Details the cost share arrangement with MS/GS to cover rating agency and green bond designation fees and Ava responsibility to cover costs in place of CCCFA
Attachment Staff Report Item 17B
Documents Overview: CCCFA Signs
10 1. Prepaid Agreement
– Details the flow of power and payments between the Prepay Supplier and the Issuer (CCCFA) – Terms are largely mirrored in the Power Supply Contract

2. Re-pricing Agreement
– Sets forth terms for remarketing and repricing for future bond repricing periods

3. Trust Indenture
– Sets forth terms of bond issuance and rights of bondholders – Details that all revenues relevant to transaction flow to and through conduit issuer (CCCFA)

4. Commodity Swap documents
– Docs pursuant to which the commodity price is hedged with a 3rd-party swap counterparty (to insulate transaction from market volatility)

5. Parent Guarantee
– Guarantee of “due and punctual payment” from Prepay Supplier to conduit issuer (CCCFA) – Flows in favor of conduit issuer and swap counterparty, respectively

6. Front-End Custodial Agreement
– Outlines payment flows through the transaction, signed by CCCFA, Custodian, and Bond Trustee – Also a Back-End Custodial Agreement which is signed by Morgan Stanley/Goldman Sachs, Custodian, and Bond Trustee Attachment Staff Report Item 17B
Green Bond Designation
What are Green Bonds?
• Bonds offered to investors that qualify as “Green Bonds” per ICMA’s Green Bond Principles. • Targets the marketing of bonds to investors who are seeking investments that support carbon reduction efforts aligning with Ava’s core values
• Potential pricing benefits by driving demand for these investments that improve transaction economics • Verifiers certify through a Second Party Opinion (SPO) that the bonds adhere to Green Bond Principles, Ava Green Bonds
• Ava’s three prior Prepay transactions were sold as Green Bonds • Ava intends to seek Green Bond designation for the upcoming prepay transactions. • Kestrel Verifiers will be engaged to review the use of proceeds and determine eligibility, and if qualified, Ava will use the Green designation
• Kestrel will issue a Second Party Opinion (SPO) to be included in the Offering Statement 11 Attachment Staff Report Item 17B
▪ RFP and selection of providers for Prepays 4 & 5 March/April ▪ Discussed at April Board and further at May FAP and June Ex Comm ▪ Seek Ava Board and CCCFA Board Approval (June)
▪ Marketing and Pricing Bonds late June through July/Aug market depending ▪ Staff is seeking approval for two transactions
Approval Parameters
▪ No more than two total prepayment transactions will be completed on behalf of Ava pursuant to the authorizations granted by the Resolution;
▪ The aggregate principal amount of each series of Bonds shall not exceed $1,250,000,000 per series issued;
▪ Prepay #4 Morgan Stanley – plan to issue up to $1.25 billion prepay bonds late June ▪ Prepay #5 Goldman Sachs – plan to issue up to $1.25 billion prepay bonds in July/August ▪ The “Minimum Discount” as provided for in both transactions shall be at least 8.0% annually Prepay Planning & Approval
12 Attachment Staff Report Item 17B
Q&A- Discussion
13 Attachment Staff Report Item 17B
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14 Attachment Staff Report Item 17B
Attachment Staff Report Item 17B
SM Draft 30 May 2025
Relates to Clean Energy Purchase Contract with Ava Community Energy

MASTER POWER SUPPLY AGREEMENT
between
ARON ENERGY PREPAY [__] LLC
and

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY
Dated as of [_____], 2025
Attachment Staff Report Item 17C
i

TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS ....................................................................................................... 1 Section 1.1 Defined Terms................................................................................................... 1 Section 1.2 Definitions; Interpretation ............................................................................... 13 ARTICLE II. EXECUTION DATE; DELIVERY PERIOD; J. ARON AS AGENT .......... 14 Section 2.1 Execution Date; Delivery Period..................................................................... 14 Section 2.2 Termination by Seller Prior to Prepayment..................................................... 14 ARTICLE III. SALE AND PURCHASE ................................................................................. 14 Section 3.1 Sale and Purchase of Product .......................................................................... 14 Section 3.2 Limited Obligation to Take Base Quantities................................................... 15 Section 3.3 Prepayment ...................................................................................................... 15 Section 3.4 Other Amounts Payable with Respect to Assigned Products.......................... 16 ARTICLE IV. FAILURE TO SCHEDULE PRODUCT ........................................................ 16 Section 4.1 Failure to Schedule or Deliver Base Quantity (Not Due to Force Majeure) ... 16 Section 4.2 Buyer’s Failure to Schedule or Receive Base Quantities (Not Due to Force Majeure) 17
Section 4.3 Failure to Deliver or Take Due to Force Majeure ........................................... 17 Section 4.4 Assigned Product............................................................................................. 17 Section 4.5 Sole Remedies ................................................................................................. 18 ARTICLE V. DELIVERY POINTS; SCHEDULING ............................................................ 18 Section 5.1 Delivery Points................................................................................................ 18 Section 5.2 Transmission and Scheduling.......................................................................... 18 Section 5.3 Title and Risk of Loss...................................................................................... 19 Section 5.4 PCC1 Product and Long-Term PCC1 Product................................................ 19 Section 5.5 Communications Protocol ............................................................................... 22 Section 5.6 Deliveries Within CAISO or Another Balancing Authority ........................... 22 Section 5.7 Assigned Products ........................................................................................... 22 ARTICLE VI. ASSIGNMENT OF POWER PURCHASE AGREEMENTS....................... 22 Section 6.1 Assignments Generally.................................................................................... 22 Section 6.2 Failure to Obtain EPS Compliant Energy........................................................ 23 Section 6.3 Adjustments to Swaps ..................................................................................... 23 Section 6.4 Adjustments to Base Quantities....................................................................... 23 Attachment Staff Report Item 17C
ii
Section 6.5 APC Party Make-Whole.................................................................................. 23 ARTICLE VII. PRODUCT REMARKETING ....................................................................... 23 Section 7.1 Product Remarketing ....................................................................................... 23 ARTICLE VIII. REPRESENTATIONS AND WARRANTIES ............................................ 24 Section 8.1 Representations and Warranties ...................................................................... 24 Section 8.2 Additional Representations and Warranties of Buyer..................................... 25 Section 8.3 Funding Agreement ......................................................................................... 25 Section 8.4 Notice of CEPC Remarketing Election ........................................................... 26 Section 8.5 Warranty of Title ............................................................................................. 26 Section 8.6 Disclaimer of Warranties................................................................................. 26 ARTICLE IX. TAXES................................................................................................................ 26 ARTICLE X. JURISDICTION; WAIVER OF JURY TRIAL .............................................. 27 Section 10.1 Consent to Jurisdiction .................................................................................... 27 Section 10.2 Waiver of Jury Trial ........................................................................................ 27 ARTICLE XI. FORCE MAJEURE.......................................................................................... 28 Section 11.1 Applicability of Force Majeure ....................................................................... 28 Section 11.2 Settlement of Labor Disputes.......................................................................... 28 ARTICLE XII. GOVERNMENTAL RULES AND REGULATIONS.................................. 28 Section 12.1 Compliance with Laws.................................................................................... 28 Section 12.2 Contests ........................................................................................................... 28 Section 12.3 Defense of Agreement..................................................................................... 28 ARTICLE XIII. ASSIGNMENT............................................................................................... 29 ARTICLE XIV. PAYMENTS.................................................................................................... 30 Section 14.1 Monthly Statements......................................................................................... 30 Section 14.2 Payment ........................................................................................................... 31 Section 14.3 Payment of Disputed Amounts........................................................................ 31 Section 14.4 Late Payment ................................................................................................... 32 Section 14.5 Audit; Adjustments.......................................................................................... 32 Section 14.6 Netting ............................................................................................................. 32 ARTICLE XV. RECEIVABLES PURCHASES...................................................................... 32 ARTICLE XVI. NOTICES........................................................................................................ 33 ARTICLE XVII. DEFAULT; REMEDIES; TERMINATION.............................................. 33 Section 17.1 Product Delivery Termination Events and Termination Payment Events....... 33 Section 17.2 Payments Following a Ledger Event............................................................... 38 Attachment Staff Report Item 17C
iii
Section 17.3 Reserved .......................................................................................................... 38 Section 17.4 Remedies and Termination.............................................................................. 38 Section 17.5 Replacement of Swaps..................................................................................... 39 Section 17.6 Present Assignment and Waiver of Right to Swap Termination Payments.... 42 Section 17.7 Limitation on Damages ................................................................................... 42 Section 17.8 Termination Payment Adjustment Schedule ................................................... 43 ARTICLE XVIII. MISCELLANEOUS.................................................................................... 43 Section 18.1 Indemnification Procedure .............................................................................. 43 Section 18.2 Deliveries......................................................................................................... 43 Section 18.3 Entirety; Amendments..................................................................................... 44 Section 18.4 Governing Law................................................................................................ 44 Section 18.5 Non-Waiver ..................................................................................................... 44 Section 18.6 Severability...................................................................................................... 45 Section 18.7 Exhibits............................................................................................................ 45 Section 18.8 Winding Up Arrangements.............................................................................. 45 Section 18.9 Relationships of Parties; Beneficiaries............................................................ 45 Section 18.10 Immunity ......................................................................................................... 45 Section 18.11 Rates and Indices............................................................................................. 45 Section 18.12 Limitation of Liability ..................................................................................... 46 Section 18.13 Counterparts..................................................................................................... 46 Section 18.14 Rights of Trustee ............................................................................................. 47 Section 18.15 Operational Services Agreement..................................................................... 47 Section 18.16 Waiver of Defenses ......................................................................................... 47 Section 18.17 U.S. Resolution Stay Provisions...................................................................... 47 Section 18.18 Seller Tariff...................................................................................................... 47 Section 18.19 No Recourse .................................................................................................... 47 Section 18.20 Rate Changes................................................................................................... 47 Section 18.21 Delivering Entity Tariff................................................................................... 48 Exhibit A-1 — Base Quantities; Base Delivery Point; Commodity Reference Prices Exhibit A-2 — Assigned Rights and Obligations
Exhibit B — Notices
Exhibit C — Product Remarketing
Attachment Staff Report Item 17C
iv
Exhibit D-1 — Termination Payment Schedule
Exhibit D-2 — Termination Payment Adjustment Schedule
Exhibit D-3 — Post-Termination Payment Schedule
Exhibit E — Receivables Purchase Exhibit
Exhibit F — Pricing and Other Terms
Exhibit G — Communications Protocol
Attachment Staff Report Item 17C
1 MASTER POWER SUPPLY AGREEMENT
This Master Power Supply Agreement (hereinafter, this “Agreement”) is made and entered into as of [_____], 2025 (the “Execution Date”), by and between Aron Energy Prepay [__] LLC, a Delaware limited liability company (“Seller”), and California Community Choice Financing Authority, a joint powers authority and a public entity of the State of California established pursuant to the provisions of the Joint Exercise of Powers Act (Article 1, Chapter 5, Division 7, Title 1, Section 6500 et seq. of the California Government Code, as amended) (“Buyer”). Each of Seller and Buyer is sometimes individually referred to herein as a “Party”, and collectively as the “Parties”.

W I T N E S S E T H:

WHEREAS, Buyer desires to purchase Product from Seller or Seller’s designee, as applicable, upon the terms and conditions hereinafter set forth; WHEREAS, in connection with the execution of this Agreement, Seller shall enter into that certain Electricity Purchase, Sale and Service Agreement, dated as of the date hereof (the “Electricity Sale and Service Agreement”), with J. Aron (as defined below), pursuant to which (a) Seller shall (i) delegate its power sale and delivery obligations under this Agreement to J. Aron and (ii) acquire Product for sale under this Agreement and (b) J. Aron shall act as Seller’s agent hereunder and the other agreements entered into by Seller in connection with the Clean Energy Project (as defined below); and
WHEREAS, concurrently with Buyer’s execution of the Clean Energy Purchase Contract (as defined below), the Project Participant (as defined below) under such Clean Energy Purchase Contract shall assign to J. Aron certain Assigned Rights and Obligations, including the right to receive Assigned Product, which Assigned Product will be resold to Seller under the Electricity Sale and Service Agreement, then resold to Buyer hereunder and then resold to the Project Participant under the Clean Energy Purchase Contract.

NOW, THEREFORE, in consideration of the premises above and the mutual covenants and agreements herein set forth, the Parties agree as follows:

ARTICLE I.

DEFINITIONS
Section 1.1 Defined Terms. The following terms, when used in this Agreement (including the preamble or recitals to this Agreement) and identified by the capitalization of the first letter thereof, have the respective meanings set forth below, unless the context otherwise requires:
“Additional Termination Payment” means, with respect to a Product Delivery Termination Date that results from a Termination Payment Event where the Additional Termination Payment is designated in Exhibit F as applying, the net present value sum as of such Early Termination Payment Date of a stream of Monthly values for each Month that would have Attachment Staff Report Item 17C
2 remained in the then-current Reset Period had such Early Termination Payment Date not occurred, with each such Monthly value equal to (A) the quantity of Energy (in MWh) that Seller would have been required to cause to be delivered during such Month if Seller was delivering only Base Quantities, multiplied by (B) $0.50/MWh. The net present value sum shall be calculated (i) assuming each such future Monthly value would have been realized on the last day of the Month, (ii) using a 30/360 day basis, and (iii) using the standard present value formula (present value = future value / (1 + i)^n) for each such Monthly value, where “i” is the SOFR Discount Rate for such Month plus the Discount Rate Spread (the sum expressed as an annual rate) and “n” is the number of years, including any fractional portion of a year, between such Month and the Early Termination Payment Termination Date. The “SOFR Discount Rate” for each Month is the fixed interest rate determined by Seller in a Commercially Reasonable manner and in accordance with standard market practices for such Month based on otherwise receiving/paying Simple Average SOFR with a designated maturity of one Month. “Simple Average SOFR” means the simple average of SOFRs for the applicable tenor, with the determination of this rate (which will be in arrears with a lookback) being established by Seller or its designee in accordance with (a) the conventions for this rate selected or recommended by the relevant Governmental Agency for determining Simple Average SOFR; and (b) to the extent that the Seller or its designee determines that Simple Average SOFR cannot be determined in accordance with clause (a) above, then the conventions for this rate that have been selected by the Seller or its designee giving due consideration to industry-accepted market practices for U.S. dollar denominated floating rate notes at such time.
“Administrative Fee” means the amount per MWh specified as such in Exhibit F. “Affiliate” means, with respect to either Party, any entity which is a direct or indirect parent or subsidiary of such Party or which directly or indirectly (i) owns or controls such Party, (ii) is owned or controlled by such Party, or (iii) is under common ownership or control with such Party. For purposes of this definition, “control” of an entity means the power, directly or indirectly, either to (a) vote 50% or more of the securities having ordinary voting power for the election of directors or Persons performing similar functions or (b) direct or cause the direction of the management and policies, whether by contract or otherwise. “Agreement” has the meaning specified in the preamble and shall include exhibits, recitals and attachments referenced herein and attached hereto. “Alternate Delivery Point” has the meaning specified in Section 5.1(a). “APC Contract Price” means (i) the fixed prices specified in Exhibit A-2 as of the date hereof with respect to the Assigned Prepay Quantities for the Initial Assignment Periods and (ii) the Day-Ahead Average Price with respect to the Assigned Prepay Quantities for any Assignment Period outside of the Initial Assignment Periods. “APC Party” means the seller under an Assignable Power Contract (as defined in the Clean Energy Purchase Contract).
“Applicable Project” has the meaning specified in the Clean Energy Purchase Contract.

Attachment Staff Report Item 17C
3 “Assigned Delivery Point” means, with respect to any Assigned Energy, the Assigned Delivery Point as set forth in the applicable Assignment Schedule for such Assigned Energy.
“Assigned Energy” means any Energy, including Energy associated with PCC1 Product and Long-Term PCC1 Product, to be delivered to J. Aron pursuant to any Assigned Rights and Obligations and re-delivered by J. Aron to Seller under the Electricity Sale and Service Agreement.
“Assigned PAYGO Product” has the meaning specified in the Clean Energy Purchase Contract.
“Assigned PPA” has the meaning specified in the Clean Energy Purchase Contract. “Assigned Prepay Quantity” has the meaning specified in the Clean Energy Purchase Contract.
“Assigned Product” means, as applicable, PCC1 Product, Long-Term PCC1 Product, Assigned Energy, Assigned RECs and any other Product included on an Assignment Schedule, subject to the limitations for such other Product set forth in Exhibit F of the Clean Energy Purchase Contract.
“Assigned Quantity” has the meaning specified in the Clean Energy Purchase Contract.
“Assigned RECs” means any RECs associated with PCC1 Product or Long-Term PCC1 Product to be delivered to J. Aron pursuant to any Assigned Rights and Obligations and re-delivered by J. Aron to Seller under the Electricity Sale and Service Agreement. “Assigned Rights and Obligations” has the meaning specified in the Clean Energy Purchase Contract.
“Assignment Agreement” has the meaning specified in the Clean Energy Purchase Contract.
“Assignment Period” has the meaning specified in the Clean Energy Purchase Contract.
“Assignment Schedule” has the meaning specified in Exhibit F of the Clean Energy Purchase Contract.
“Automatic Product Delivery Termination Event” has the meaning specified in Section 17.1.
“Balancing Authority” has the meaning specified in the CAISO Tariff. “Base Delivery Point” has the meaning specified in Section 5.1(a).

Attachment Staff Report Item 17C
4 “Base Product” means Firm (LD) Energy delivered to the Base Delivery Point. “Base Quantity” means, with respect to each Delivery Hour during the Delivery Period, the Base Unadjusted Quantity for such Delivery Hour less the Base Quantity Reduction for such Delivery Hour, each as set forth on Exhibit A-1, as Exhibit A-1 may be revised pursuant to Article VI.
“Base Quantity Reduction” means, with respect to each Delivery Hour during the Delivery Period, the “Base Quantity Reduction” of Base Product (in MWh) set forth for such Delivery Hour on Exhibit A-1, as Exhibit A-1 may be revised pursuant to Article VI. “Base Unadjusted Quantity” means, with respect to each Delivery Hour during the Delivery Period, the “Base Unadjusted Quantity” of Base Product (in MWh) set forth for such Delivery Hour on Exhibit A-1.
“Billing Statement” has the meaning specified in Section 14.1(b). “Bond Closing Date” means the first date on which the Bonds are issued pursuant to the Trust Indenture.
“Bonds” means the bonds issued pursuant to the Trust Indenture. “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a Federal Reserve Bank Holiday, (iii) any other day on which commercial banks generally in either New York, New York or the State of California are authorized or required by Law to close, or (iv) any day excluded from a “Business Day,” as therein defined, pursuant to the Trust Indenture. “Buyer” has the meaning specified in the preamble.
“Buyer Swap” means (i) the transaction confirmation entered into under the ISDA Master Agreement, [dated as of the date hereof], between Buyer and the Swap Counterparty, and (ii) each replacement Buyer Swap entered into pursuant to Section 17.5. “Buyer Swap Custodial Agreement” means the Custodial Agreement, dated as of the Bond Closing Date, by and among Buyer, the Trustee, the Custodian, and the Swap Counterparty, and any replacement thereof entered into in connection with Buyer’s entry into a replacement Buyer Swap pursuant to Section 17.5.
“Buyer’s Statement” has the meaning specified in Section 14.1(a). “CAISO” means California Independent System Operator or its successor. “CAISO Tariff” means CAISO’s FERC-approved tariff, as modified, amended or supplemented from time to time.
“California Long-Term Contracting Requirements” means the long-term contracting requirement set forth in the Clean Energy and Pollution Reduction Act of 2015 (SB 350), California Public Utilities Code Section 399.13(b), and CPUC Decision 17-06-026 and Attachment Staff Report Item 17C
5 CPUC Decision 18-05-026, as may be modified by subsequent decision of the California Public Utilities Commission or by other Law.
“CEC” means California’s State Energy Resources Conservation and Development Commission, also known as the California Energy Commission, and any successor agency thereto. “CEPC Remarketing Election” means, for any Reset Period, issuance of a Remarketing Election Notice other than a Voided Remarketing Election Notice (each as defined under the Clean Energy Purchase Contract).
“Claiming Party” has the meaning specified in Section 11.1. “Claims” means all third party claims or actions, threatened or filed and, whether groundless, false, fraudulent, or otherwise, that directly or indirectly relate to the subject matter of the indemnities provided herein, and the resulting losses, damages, expenses, attorneys’ fees, experts’ fees, and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement. “Clean Energy Project” has the meaning specified in the Clean Energy Purchase Contract.
“Clean Energy Purchase Contract” means that certain Clean Energy Purchase Contract between Buyer and Project Participant to be entered into in connection with the Clean Energy Project.
“Commercially Reasonable” or “Commercially Reasonable Efforts” means, with respect to any purchase or sale or other action required to be made, attempted or taken by a Party under this Agreement, such efforts as a reasonably prudent Person would undertake for the protection of its own interest under the conditions affecting such purchase or sale or other action, including without limitation, the amount of notice of the need to take such action, the duration and type of the purchase or sale or other action, the competitive environment in which such purchase or sale or other action occurs, and the risk to the Party required to take such action. “Commodity Reference Price” means either (i) the Day-Ahead Market Price, or (ii) the Real-Time Market Price, as applicable.
“Contract Price” has the meaning specified in the Clean Energy Purchase Contract. “Custodian” means initially [____], a [____], as custodian under each of the Swap Custodial Agreements.
“Day” means each period of 24 consecutive Hours commencing at the Hour ending at 01:00 (LPT) through the Hour ending at 24:00 (LPT).
“Day-Ahead Average Price” means, for any Assigned Products after the Initial Assignment Periods, the result of (i) (x) the sum of the Day-Ahead Market Prices for each Pricing Interval in a Month, divided by (y) the number of Pricing Intervals in such Month; plus (ii) Attachment Staff Report Item 17C
6 $[____]/MWh. As used in this definition, “Pricing Interval” means the unit of time for which CAISO establishes a separate price.
“Day-Ahead Market Price” has the meaning specified on Exhibit A-1 for the Primary Delivery Point.
“Deemed Remarketing Notice” has the meaning specified in Exhibit C. “Default Rate” means, as of any date of determination, the lesser of (a) the sum of (i) the rate of interest per annum quoted in The Wall Street Journal (Eastern Edition) under the “Money Rates” section as the “Prime Rate” for such date of determination, plus (ii) one percent per annum, or (b) if a lower maximum rate is imposed by applicable Law, such maximum lawful rate.
“Delivering Entity” means any Person designated by Seller in writing to effectuate the Product sale, delivery and scheduling obligations hereunder. The Delivering Entity shall initially be J. Aron, provided that any subsequent designation of a different Delivering Entity must be provided at least 30 days prior to the effectiveness thereof and must take effect on the first day of a Month.
“Delivering Entity Tariff” means the tariff or rate schedule that the Delivering Entity filed with FERC, and FERC has accepted for filing, as may be modified, amended or supplemented from time to time, authorizing the sale of energy, capacity, and certain ancillary services at market-based rates.
“Delivery Hour” has the meaning specified in Exhibit A-1. “Delivery Period” means the period specified in Exhibit F. “Delivery Point” means the Base Delivery Point or an Assigned Delivery Point, as applicable.
“Discount Rate Spread” has the meaning specified in Exhibit F. “Early Termination Payment Date” means the last Business Day of the first Month that commences after a Termination Payment Event; provided that, in the case of a Termination Payment Event due to a Failed Remarketing, the Early Termination Payment Date shall be the last Business Day of the then-current Interest Rate Period.
“Electricity Sale and Service Agreement” has the meaning specified in the recitals. “Eligible Renewable Energy Resource” has the meaning set forth in California Public Utilities Code Section 399.12(e) and California Public Resources Code Section 25741(a), as either code provision is amended or supplemented from time to time. “Energy” means three-phase, 60-cycle alternating current electric energy, expressed in MWh.

Attachment Staff Report Item 17C
7 “EPS” means California’s Emissions Performance Standards, as set forth in Sections 8340 and 8341 of the California Public Utilities Code, as implemented and amended from time to time, and any successor Law.
“EPS Compliant Energy” has the meaning specified in the Clean Energy Purchase Contract.
“EPS Energy Period” has the meaning specified in the Clean Energy Purchase Contract.
“Execution Date” has the meaning specified in the preamble. “Failed Remarketing” has the meaning specified in the Trust Indenture. “FERC” means the Federal Energy Regulatory Commission or any successor thereto.
“Firm (LD)” means, with respect to a Party’s obligation (i) to cause to be sold and delivered and (ii) to purchase and receive, as applicable, that such Party’s liability for the failure to meet such obligation shall only be excused to the extent that, and for the period during which, such performance is prevented by Force Majeure, and that in the absence of Force Majeure, the Party to which performance of such obligation is owed shall be entitled to receive from the Party which failed to cause to be delivered or to receive, as applicable, an amount determined pursuant to Section 4.1 or Section 4.2.
“Force Majeure” means an event or circumstance which prevents a Party or the Delivering Entity from performing its obligations under this Agreement, which event or circumstance was not anticipated as of the Execution Date, which is not within the reasonable control of, or the result of the negligence of, the Claiming Party, and which, by the exercise of due diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided. Force Majeure shall include, provided the criteria in the first sentence are met, riot, insurrection, war, labor dispute, natural disaster, vandalism, terrorism, and sabotage. Force Majeure shall not be based on (i) the loss of Buyer’s markets; (ii) Buyer’s inability economically to use or resell the Product purchased hereunder; (iii) the delay, loss or failure of the Delivering Entity’s supply; or (iv) the Delivering Entity’s ability to sell the Product at a higher price. Neither Party may raise a claim of Force Majeure based in whole or in part on curtailment by a Transmission Provider unless (x) such Party has contracted for firm transmission with such Transmission Provider for the Product to be delivered to or received at the applicable Delivery Point and (y) such curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the Transmission Provider’s tariff; provided, however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that Force Majeure as defined in the first sentence hereof has occurred. For the avoidance of doubt, and notwithstanding anything herein to the contrary, (I) the declaration of force majeure by an APC Party under a PPA (as defined in an Assignment Agreement) or the declaration of “Force Majeure” by the Project Participant under the Clean Energy Purchase Contract shall each constitute Force Majeure hereunder, and (II) to the extent that an Assignment Agreement is terminated early, Attachment Staff Report Item 17C
8 such termination shall constitute Force Majeure with respect to the Delivering Entity hereunder until the earlier of (A) the commencement of an “Assignment Period” under a replacement Assignment Agreement, (B) the commencement of a J. Aron EPS Energy Period (as defined in the Electricity Sale and Service Agreement) or (C) the end of the second Month following the Month in which such early termination occurs.
“Funding Agreement” means initially that certain [____], dated as of [____], by and between Seller and the Funding Recipient and any replacement funding agreement entered into for a subsequent Reset Period.
“Funding Recipient” means initially [____] or its successors to or permitted assignees under the Funding Agreement, and any other Person that becomes a counterparty to Seller under a Funding Agreement for a subsequent Reset Period. 1 “Government Agency” means the United States of America, any state thereof, any municipality, or any local jurisdiction, or any political subdivision of any of the foregoing, including, but not limited to, courts, administrative bodies, departments, commissions, boards, bureaus, agencies, or instrumentalities.
“Governmental Approval” means any authorization, consent, approval, license, ruling, permit, exemption, variance, order, judgment, registration, filing, giving of notice to, decree, declaration of or regulation by any Government Agency relating to the valid execution, delivery or performance of this Agreement or the consummation of any of the transactions contemplated hereby.
“Hour” means the 60-minute period commencing at 00:00 (LPT) on the first Day of the Delivery Period and ending at 01:00 (LPT) on the first Day of the Delivery Period, and each 60-minute interval thereafter.
“Initial Assigned Rights and Obligations” means the Assigned Rights and Obligations set forth in Exhibit A-2 hereto as of the date hereof. “Initial Assignment Periods” means the Assignment Periods for the Initial Assigned Rights and Obligations specified in Exhibit A-2 hereto as of the date hereof. “Interest Rate Period” has the meaning specified in the Trust Indenture. “ISTs” has the meaning specified in Section 5.1(a).
“J. Aron” has the meaning specified in the recitals.
“J. Aron Acceleration Option” means the exercise by J. Aron of its right under the Electricity Sale and Service Agreement to pay the Termination Payment to Seller following the 1 NTD: Funding Recipient provisions are subject to review and revision to reflect final terms agreed upon with Funding Recipient.

Attachment Staff Report Item 17C
9 occurrence of a Ledger Event, which shall be subject to Seller’s prior consent thereto as provided in the Electricity Sale and Service Agreement.
“J. Aron Fixed Payment” has the meaning specified in the PPA Custodial Agreement.
“J. Aron Prepay Payment” has the meaning specified in the PPA Custodial Agreement.
“Law” means any statute, law, rule or regulation or any written judicial or administrative decision, ruling or interpretation with respect thereto or thereof having the effect of the foregoing enacted, promulgated, or issued by a Government Agency whether in effect as of the Execution Date or at any time during the term of this Agreement. “Ledger Event” has the meaning specified in Exhibit C.
“Long-Term PCC1 Product” means bundled renewable energy and RECs meeting the requirements of Portfolio Content Category 1, and the California Long-Term Contracting Requirements, to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.
“LPT” means the local prevailing time then in effect in the State of California. “Mandatory Purchase Date” has the meaning specified in the Trust Indenture. “MCE Gross Payment” has the meaning specified in the PPA Custodial Agreement. “Minimum Discount Percentage” has the meaning specified in the Clean Energy Purchase Contract.
“Month” means a period beginning on the first Day of a calendar month and ending immediately prior to the commencement of the first Day of the next calendar month. The term “Monthly” shall be construed accordingly.
“MWh” means megawatt-hour.
“Net Participant Price” means, for any Product and Delivery Hour, the Contract Price (as defined in the Clean Energy Purchase Contract) for such Product and Delivery Hour under the Clean Energy Purchase Contract.
“Optional Product Delivery Termination Event” has the meaning specified in Section 17.1.
“Party” has the meaning specified in the preamble.
“PCC1 Product” means bundled renewable energy and RECs meeting the requirements of Portfolio Content Category 1 to be delivered to J. Aron or any successor thereto pursuant to any Assigned Rights and Obligations.

Attachment Staff Report Item 17C
10 “Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization or Government Agency.
“Portfolio Content Category 1” or “PCC1” means any Renewable Energy Credit associated with the generation of electricity from an Eligible Renewable Energy Resource consisting of the portfolio content set forth in California Public Utilities Code Section 399.16(b)(1), as may be amended from time to time or as further defined or supplemented by Law. “PPA Custodial Agreement” means that certain PPA Custodial Agreement, dated as of the Bond Closing Date, by and among the Project Participant, Buyer, J. Aron and the PPA Custodian.
“PPA Custodian” means U.S. Bank Trust Company, National Association, a national banking association, and its successors as custodian under the PPA Custodial Agreement. “Prepayment” means the amount specified as such in Exhibit F. “Prepayment Outside Date” means the date specified as such in Exhibit F. “Primary Delivery Point” has the meaning specified in Section 5.1(a). “Product” means Energy and, to the extent included on an Assignment Schedule, associated RECs or other products related to the foregoing; provided that the inclusion of any Product on an Assignment Schedule is subject to the limitation set forth in Exhibit F of the Clean Energy Purchase Contract.
“Product Delivery Termination Date” means a date that occurs automatically pursuant to Section 17.1 or that is designated pursuant to Section 17.4(b) upon which the Delivery Period will end and Buyer’s and Seller’s respective obligations to receive and deliver or cause the delivery of Product under this Agreement will terminate. “Product Delivery Termination Event” has the meaning specified in Section 17.1. “Project Participant” means Ava Community Energy, a joint powers authority and a community choice aggregator organized under the Laws of the State of California. “Rating Confirmation” has the meaning specified in the Trust Indenture. “Re-Pricing Agreement” means the Re-Pricing Agreement, dated as of the Bond Closing Date, by and between Buyer and Seller.
“Real-Time Market Price” has the meaning specified on Exhibit A-1 for each Delivery Point.
“Remarketing Fee” means the amount specified in Exhibit F. “Remarketing Notice” has the meaning specified in Section 1 of Exhibit C.

Attachment Staff Report Item 17C
11 “Renewable Energy Credit” or “REC” has the meaning specified for “Renewable Energy Credit” in California Public Utilities Code Section 399.12(h), as may be amended from time to time or as further defined or supplemented by Law. “Replacement Assigned Rights and Obligations” has the meaning specified in the Clean Energy Purchase Contract.
“Replacement Price” means, with respect to any Shortfall Quantity of Base Quantities and Delivery Hour, (a) the price at which Buyer or Project Participant, acting in a Commercially Reasonable manner, purchases at the applicable Delivery Point Replacement Product for such Shortfall Quantity, plus (i) costs reasonably incurred by Buyer or Project Participant in purchasing Replacement Product for such Delivery Hour, and (ii) additional transmission charges, if any, reasonably incurred by Buyer or the Project Participant to the applicable Delivery Point, or at (b) Buyer’s option, the market price at such Delivery Point and for such Delivery Hour for Product not delivered as Replacement Product as determined by Buyer in a Commercially Reasonable manner. The Replacement Price for any Shortfall Quantity shall not include any administrative or other internal costs incurred by Buyer or the Project Participant and shall be limited to a price that is Commercially Reasonable with respect to the timing and manner of purchase. In no event shall the Replacement Price include any penalties, ratcheted demand or similar charges, nor shall Buyer or the Project Participant be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize Seller’s liability. “Replacement Product” means any Energy purchased by Buyer or the Project Participant to replace any Shortfall Quantity at the Delivery Point where such Shortfall Quantity occurred; provided that such Energy is purchased for delivery in the Delivery Hour to which such Shortfall Quantity relates.
“Reset Period” means each “Reset Period” under the Re-Pricing Agreement. “RPS Law” means the California Renewable Energy Resources Act, including the California Renewables Portfolio Standard Program, Article 16 of Chapter 2.3, Division 1 of the California Public Utilities Code, as implemented and amended from time to time, and any successor Law.
“Schedule”, “Scheduled” or “Scheduling” means the actions of the Delivering Entity, Buyer and/or their designated representatives, including each Party’s Transmission Providers, if applicable, of notifying, requesting and confirming to each other the quantity and type of Product to be delivered during any given portion of the Delivery Period at a specified Delivery Point.
“Seller” has the meaning specified in the preamble.
“Seller Swap” means (i) the transaction confirmation entered into under the ISDA Master Agreement, [dated as of the date hereof], between Seller and the Swap Counterparty, and (ii) each replacement Seller Swap entered into pursuant to Section 17.5. “Seller Swap Custodial Agreement” means the Custodial Agreement, dated as of the Bond Closing Date, by and among Seller, the Trustee, the Custodian, and the Swap Attachment Staff Report Item 17C
12 Counterparty, and any replacement thereof entered into in connection with Seller’s entry into a replacement Seller Swap pursuant to Section 17.5.
“Seller Tariff” means the tariff that Seller has received from FERC, as may be modified, amended or supplemented from time to time.
“Shortfall Quantity” has the meaning specified in Section 4.1. “SOFR” means the Secured Overnight Financing Rate reported by the Federal Reserve Bank of New York.
“SPE Master Custodial Agreement” means that certain SPE Master Custodial Agreement, dated as of the date hereof, by and among the Seller, J. Aron, Buyer and the SPE Master Custodian.
“SPE Master Custodian” means initially The Bank of New York Mellon, a New York banking corporation as custodian under the SPE Master Custodial Agreement. “Special Tax Counsel” has the meaning specified in the Trust Indenture. “Specified Fixed Price” means the amount specified in Exhibit F. “Specified Investment Agreement” means a guaranteed investment contract between the Trustee and a provider concerning the investment of funds in the Commodity Reserve Account, the Debt Service Reserve Account and/or the Debt Service Account (each as defined in the Trust Indenture).
“Swap Counterparty” means (i) [____], a [____], and (ii) and any other Person that becomes counterparty to Buyer under a Buyer Swap or to Seller under a Seller Swap, in each case pursuant to Section 17.5.
“Swap Custodial Agreements” means the Buyer Swap Custodial Agreement and the Seller Swap Custodial Agreement.
“Swap Replacement Period” has the meaning specified in Section 17.5(c). “Terminating Party” means any Party that has the right to terminate this Agreement pursuant to Article XVII.
“Termination Payment” means, with respect to any Early Termination Payment Date, the amount specified on Exhibit D-1 for the Month in which such Early Termination Payment Date occurs (as increased or decreased (as applicable) by any applicable Termination Payment Adjustment Amount) without any set-off or netting of amounts then due from Buyer. “Termination Payment Adjustment Amount” means, with respect to any Early Termination Payment Date, the amount, if any, specified on Exhibit D-2 for the Month in which such Early Termination Payment Date occurs. For the avoidance of doubt, the Termination Payment Adjustment Amount is initially zero.

Attachment Staff Report Item 17C
13 “Termination Payment Adjustment Schedule” means the schedule of Termination Payment Adjustment Amounts set forth in Exhibit D-2, as such exhibit may be populated and amended from time to time in accordance with Section 17.8. “Termination Payment Event” means a Product Delivery Termination Event specified as a Termination Payment Event in Section 17.1 or (ii) a J. Aron Acceleration Option. 2 “Transaction Documents” has the meaning specified in Article XIII. “Transmission Provider” means any entity or entities transmitting or transporting the Product on behalf of the Delivering Entity or Buyer to or from the applicable Delivery Point. “Trust Indenture” means (i) the Trust Indenture to be entered into prior to the commencement of the Delivery Period between Buyer and the Trustee, and (ii) any trust indenture entered into in connection with the commencement of any Interest Rate Period after the initial Interest Rate Period between Buyer and the Trustee containing substantially the same terms as the indenture described in clause (i) and which is intended to replace the indenture described in clause (i) as of the commencement of such Interest Rate Period. “Trustee” means [____], a [____], and its successors as trustee under the Trust Indenture, and its successors as Trustee under the Trust Indenture. “Western EIM” has the meaning ascribed to “Energy Imbalance Market (EIM)” under the CAISO Tariff.
“WREGIS” means the Western Renewable Energy Generation Information System or its successor.

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

Except where expressly provided otherwise, any reference herein to any agreement or document includes all amendments, supplements or restatements to and of such agreement or document as may occur from time to time in accordance with its terms and the terms hereof, and any reference 2 NTD: Termination Payment Events are subject to further review and revision based on terms agreed upon with Funding Recipient.

Attachment Staff Report Item 17C
14 to a party to any such agreement includes all successors and assigns of such party thereunder permitted by the terms hereof and thereof.

ARTICLE II.

EXECUTION DATE; DELIVERY PERIOD; J. ARON AS AGENT
Section 2.1 Execution Date; Delivery Period. This Agreement shall become effective upon the Execution Date and, unless this Agreement is terminated early pursuant to Section 2.2, all of Seller’s and Buyer’s obligations under this Agreement shall be deemed to have been incurred upon the Execution Date. Unless this Agreement is sooner terminated pursuant to Section 2.2, the delivery of Product under this Agreement shall commence at the beginning of and continue for the Delivery Period.

Section 2.2 Termination by Seller Prior to Prepayment. Seller shall have no obligation to perform under this Agreement unless and until it has received the Prepayment from Buyer pursuant to Section 3.3. In the event Seller has not received the Prepayment prior to 24:00 LPT on the Prepayment Outside Date, Seller shall have the right, until such Prepayment has been paid, to terminate this Agreement without any further obligation or liability of either Party, it being understood and agreed that in the event Seller so terminates, such termination shall be effective as of Hour ending 24:00 LPT on the Prepayment Outside Date, regardless of whether Buyer tenders the Prepayment prior to such termination. For the avoidance of doubt, no Termination Payment or Additional Termination Payment shall be payable under any circumstances if this Agreement terminates pursuant to this Section 2.2; provided furthermore that, to the extent J. Aron designates a termination of the Electricity Sale and Service Agreement pursuant to Section 2.2 thereof, Seller shall be deemed to have designated a termination of this Agreement pursuant to this Section 2.2.

Section 2.3 J. Aron as Agent. Pursuant to the terms of the Electricity Sale and Service Agreement, Seller has irrevocably appointed J. Aron as its agent to issue notices and, as set forth therein, to take any other actions that Seller is required or permitted to take under this Agreement and the other agreements entered into by Seller in connection with the Clean Energy Project so long as the Electricity Sale and Service Agreement remains in effect. Buyer may rely on notices or other actions taken by J. Aron on Seller’s behalf; provided that, if (a) the Electricity Sale and Service Agreement is terminated and (b) Seller notifies Buyer that it has removed J. Aron as its agent, Buyer may no longer rely on notices or other actions taken by J. Aron.

ARTICLE III.

SALE AND PURCHASE
Section 3.1 Sale and Purchase of Product.
(a) Seller shall cause to be sold and delivered to Buyer, and Buyer hereby purchases and shall receive, or cause to be received, from the Delivering Entity, the applicable Product in the quantities and at the times and subject to the terms and conditions set forth in this Agreement. The quantities of Product to be sold and purchased and delivered and received pursuant to the terms and conditions set forth in this Agreement shall be equal to (a) the Base Attachment Staff Report Item 17C
15 Quantity, if any, for each Delivery Hour and (b) the Assigned Quantity delivered to J. Aron in each Month of the Delivery Period pursuant to the Assignment Agreements. Any such sale is made pursuant to and in accordance with the Seller Tariff.
(b) In recognition that Seller will have increased floating price payment obligations to the Swap Counterparty under the Seller Swap with respect to negatively priced Energy and the Swap Counterparty will have increased floating price payment obligations to Buyer under the Buyer Swap with respect to negatively priced Energy, the Parties acknowledge and agree that Seller shall have no payment obligations to Buyer with respect to negatively priced Energy.

Furthermore, with respect to any negatively priced Energy remarketed pursuant to this Agreement, Seller’s payment obligations under Exhibit C shall be reduced to the extent that such Energy is negatively priced.
(c) Buyer acknowledges and agrees that (A) in connection with the execution hereof, Seller has delegated all of its Product sale delivery, Scheduling and remarketing obligations under this Agreement to J. Aron as the initial Delivering Entity hereunder pursuant to the Electricity Sale and Service Agreement; (B) all Product sale, delivery and Scheduling obligations shall be performed by the Delivering Entity pursuant to and in accordance with the Delivering Entity Tariff and the Electricity Sale and Service Agreement; (C) Seller shall have no obligation to sell, deliver or Schedule Product hereunder unless Seller obtains a market-based rate tariff from FERC, and Buyer accordingly waives any and all rights to maintain an action against Seller for specific performance of (x) the Delivering Entity’s Product delivery and Scheduling obligations or (y) Seller’s obligation to cause Products to be sold and delivered; and (D) the Delivering Entity may identify (x) Buyer as the entity to which it makes Product sales and (y) the Electricity Sale and Service Agreement as the contract pursuant to which it makes Product sales to Buyer in the Delivering Entity’s electric quarterly reports and other submissions required to be filed with FERC. Notwithstanding the foregoing, any payment obligations under this Agreement relating to a failure to deliver or remarketing of Product shall remain Seller’s sole obligation, and Buyer agrees that it shall have no recourse whatsoever against J. Aron for such amounts. The Delivering Entity shall be a third-party beneficiary of this Agreement with the right to rely upon and enforce the terms hereof relating to the Delivering Entity’s rights and obligations. (d) To the extent that Seller has obtained a market-based rate tariff from FERC, Seller may designate itself as the Delivering Entity under this Agreement by writing notice to Buyer and subject to requirements set forth in the definition of Delivering Entity, and in such case the provisions of Error! Reference source not found. regarding the delegation of Seller’s Product sale and delivery obligations shall no longer apply; provided, however, that Seller’s delegation of its remarketing obligations to J. Aron shall remain in effect and any references to the Delivering Entity in Exhibit C shall be deemed to refer to J. Aron in such case.

Section 3.2 Limited Obligation to Take Base Quantities. Notwithstanding anything to the contrary in this Agreement, Buyer shall not be required to purchase and receive any Base Quantities hereunder, and Seller will remarket any Base Quantities that otherwise would be delivered hereunder pursuant to the provisions of Exhibit C.

Section 3.3 Prepayment. Prior to the commencement of the Delivery Period and subject to Buyer’s issuance of the Bonds, Buyer shall pay an amount equal to the Prepayment as Attachment Staff Report Item 17C
16 payment to Seller for all Product (other than Assigned PAYGO Product) to be delivered during the Delivery Period, and Seller shall accept the Prepayment as payment in full for all Product to be delivered hereunder. Buyer shall pay the Prepayment in a single lump sum payment by wire transfer of immediately available funds to an account designated by Seller. In no event shall Buyer be entitled to any rebate or refund of the Prepayment, but nothing in this Section 3.3 shall limit Buyer’s rights under (i) Article IV for Seller’s failure to Schedule or deliver Product (whether or not excused), (ii) Article XVII upon early termination of this Agreement or deliveries of Product or (iii) Exhibit C with respect to remarketing of Product in accordance therewith.

Section 3.4 Other Amounts Payable with Respect to Assigned Products. With respect to Assigned PAYGO Product delivered by the Delivering Entity, Buyer shall pay Seller an amount equal to the quantity of such Assigned PAYGO Product multiplied by the contract price then in effect under the applicable Assigned PPA for such Assigned PAYGO Product; provided that the Parties acknowledge and agree that the portion of any MCE Gross Payment paid pursuant to the 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.

ARTICLE IV.

FAILURE TO SCHEDULE PRODUCT
Section 4.1 Failure to Schedule or Deliver Base Quantity (Not Due to Force Majeure).
(a) If, for any Delivery Hour during the Delivery Period:
(i) Seller breaches its obligation to Schedule or deliver all or any portion of the Base Quantity at any Delivery Point pursuant to the terms of this Agreement; and
(ii) such failure is not due to either (A) the actions or inactions of Buyer (including Buyer’s breach of subsection (c) of this Section 4.1) or (B) Force Majeure, then the portion of the Base Quantity that Seller or the Delivering Entity, as applicable, failed to Schedule or deliver shall be a “Shortfall Quantity”.
(b) Seller shall pay to Buyer for each Shortfall Quantity in each Delivery Hour the result determined by the following formula:

P = Q x (HP + AF)
Where:

P = The amount payable by Seller under this Section 4.1(b); Q = Such Shortfall Quantity;
Attachment Staff Report Item 17C
17 HP = The higher of (i) the Replacement Price, as applicable or (ii) the Day-Ahead Market Price applicable to the Delivery Hour and the Delivery Point for which the Shortfall Quantity arose; and AF = The Administrative Fee
(c) Buyer shall cause Project Participant to comply with its obligations under Section 4.1(c) of the Clean Energy Purchase Contract to mitigate damages paid by Seller hereunder.

Section 4.2 Buyer’s Failure to Schedule or Receive Base Quantities (Not Due to Force Majeure). If, for any Delivery Hour during the Delivery Period, Buyer breaches its obligation to Schedule or receive, or cause to be Scheduled and received, all or any portion of the Base Quantity at any Delivery Point pursuant to the terms of this Agreement and such failure is not due to Force Majeure, the actions or inactions of Seller or is not with respect to any portion of the Base Quantity for which Buyer has previously issued a Remarketing Notice in accordance with Section 3 of Exhibit C, then Buyer shall be deemed to have issued a Deemed Remarketing Notice with respect to the portion not Scheduled or received.

Section 4.3 Failure to Deliver or Take Due to Force Majeure. If with respect to all or any portion of Base Quantities or Assigned Prepay Quantities and subject to Section 12 of Exhibit C:
(a) Buyer fails to Schedule or receive, or cause to be Scheduled and received, or the Delivering Entity fails to Schedule or deliver, or cause to be Scheduled and delivered, all or any portion of such quantities at any Delivery Point pursuant to the terms of this Agreement; and (b) such failure is due to Force Majeure claimed,
then Seller shall pay to Buyer the result determined by the following formula with respect to each such Delivery Point:

P = Q x IP
Where:

P = The amount payable by Seller under this Section 4.3; Q = The quantity of Energy described in the lead-in to this Section 4.3; and
IP = (i) The Day-Ahead Market Price applicable to the Delivery Hour and the Delivery Point with respect to any such Base Quantities and (ii) the applicable APC Contract Price with respect any such Assigned Prepay Quantities.

Section 4.4 Assigned Product. Notwithstanding anything herein to the contrary, neither Buyer nor Seller shall have any liability or other obligation to one another for any failure Attachment Staff Report Item 17C
18 to Schedule, receive, or deliver Assigned Product, except as expressly set forth in Section 4.3 and Section 12 of Exhibit C.

Section 4.5 Sole Remedies. Except with respect to (i) termination of this Agreement pursuant to Section 17.4 and (ii) the obligations of the Delivering Entity under Section 8(b) of Exhibit C, the remedies set forth in this Article IV shall be each Party’s sole and exclusive remedies for any failure by the other Party to Schedule, deliver or receive Product, as applicable, pursuant to this Agreement.

ARTICLE V.

DELIVERY POINTS; SCHEDULING
Section 5.1 Delivery Points.
(a) Base Delivery Points. All Base Product delivered under this Agreement shall be Scheduled for delivery to and receipt at (i) the CAISO delivery point set forth in Exhibit A-1 (the “Primary Delivery Point”) or (ii) any other CAISO delivery point (an “Alternate Delivery Point”) that has been mutually agreed by Buyer, the Project Participant, and Seller (the Primary Delivery Point or, to the extent specified, any Alternate Delivery Point being the “Base Delivery Point”). Delivery of Energy to Seller at the Primary Delivery Point shall be facilitated through submission of Inter-SC Trades, as defined in the CAISO Tariff (“ISTs”). Seller shall designate a scheduling coordinator in the CAISO market for this purpose as specified in Exhibit G. (b) Alternate Base Market Prices. The Day-Ahead Market Price and Real-Time Market Price for each Alternate Delivery Point, as applicable, shall be the price mutually agreed and identified by the Parties, or if no such price is identified for such Alternate Delivery Point, the price shall be the Day-Ahead Market Price and Real-Time Market Price, as applicable, specified on Exhibit A-1 for the Primary Delivery Point from which quantities are being shifted to such Alternate Delivery Point.
(c) Assigned Energy Delivery Points. Assigned Energy delivered by the Delivering Entity to Buyer under this Agreement shall be Scheduled for delivery to and receipt at the applicable Assigned Delivery Point specified in the applicable Assignment Schedule. All other Assigned Product shall be delivered consistent with the terms of the applicable Assignment Agreement.
(d) Updates to Swap Exhibits. If the Parties at any time amend Exhibit A-1 and/or Exhibit A-2, the Parties shall promptly notify the Swap Counterparty of any such amendment and furthermore shall update the corresponding exhibits to the Buyer Swap and the Seller Swap in accordance with the terms thereof.

Section 5.2 Transmission and Scheduling. Seller shall Schedule or arrange for Scheduling services with CAISO in accordance with the CAISO Tariff, to deliver the Base Product to the Base Delivery Point. Buyer shall Schedule or arrange for Scheduling services with CAISO in accordance with the CAISO Tariff, to receive the Base Product at the Base Delivery Point. If the J. Aron Schedules or arranges for Scheduling services for the delivery of the Base Product at the Base Delivery Point, then Seller’s obligations under this Section shall be relieved pro tanto. If Attachment Staff Report Item 17C
19 the Project Participant Schedules or arranges for Scheduling services to receive the Base Product at the Base Delivery Point, then Buyer’s obligations under this Section shall be relieved pro tanto.

Scheduling of Assigned Energy shall be in accordance with the applicable Assignment Schedule.

Section 5.3 Title and Risk of Loss. Title to and risk of loss of the Energy delivered under this Agreement shall pass from the Delivering Entity to Buyer at the applicable Delivery Point. The transfer of title and risk of loss for all Assigned Product shall be in accordance with the applicable Assignment Agreement; provided that all Assignment Agreements shall provide for the transfer of Renewable Energy Credits in accordance with WREGIS. Seller warrants that it will deliver to Buyer the Base Quantity of Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person arising prior to the Delivery Point. Subject to Section 18.1, each Party shall indemnify, defend and hold harmless the other Party from and against any Claims made by a third party arising from or out of any event, circumstance, act or incident related to the Energy delivered hereunder first occurring or existing during the period when control and title to Base Product or Assigned Product is vested in the indemnifying Party as provided in this Section 5.3; provided that, notwithstanding the foregoing, (a) Seller shall have no obligations to indemnify, defend or hold harmless Buyer for any such Claims relating to replacement costs, cover damages or similar liabilities that are payable to the Project Participant or other Person because of Buyer’s failure to deliver any Product to the Project Participant or other Person through no fault of Seller and (b) no obligation to indemnify, defend or hold harmless shall supplant or control the provisions of this Agreement relating to Force Majeure. Notwithstanding anything to the contrary herein, no Party shall have any obligations to indemnify, defend or hold harmless the other Party in respect of any Claims relating to any Assigned Product.

Section 5.4 PCC1 Product and Long-Term PCC1 Product. To the extent that any Assigned Product is PCC1 Product or Long-Term PCC1 Product, the following provisions apply:
(a) Eligibility. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC 6, Non-Modifiable. (Source: D.07-11-025, Attachment A.) D.08-04-009]. As used above, any capitalized terms not otherwise defined herein shall have the meaning specified in the Assigned PPA. (b) Transfer of Renewable Energy Credits. Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision Attachment Staff Report Item 17C
20 08-08-028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC REC-1, Non-modifiable. D.11-01-025]. As used above, any capitalized terms not otherwise defined herein shall have the meaning specified in the Assigned PPA.
(c) Tracking of RECs in WREGIS. Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. [STC REC-2, Non-modifiable. D.11-01- 025]. As used above, any capitalized terms not otherwise defined herein shall have the meaning specified in the Assigned PPA.
(d) Governing Law. This Agreement and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement. [STC 17, Non-Modifiable. (Source: D.07-11- 025, Attachment A) D.08-04-009].
(e) Seller Representations and Warranties.

Seller further represents and warrants to Buyer that, to the extent that the Product sold by Seller is a resale of part or all of a contract between Seller and one or more third parties, Seller represents, warrants and covenants that the resale complies with the following conditions in (i) through (iv) below throughout the Assignment Period:
(i) The original upstream third-party contract(s) meets the criteria of California Public Utilities Code Section 399.16(b)(1);
(ii) This Agreement transfers only electricity and RECs that have not yet been generated prior to the Assignment Period;
(iii) The electricity transferred by this Agreement is transferred to Buyer in real time; and
(iv) If the Applicable Project has an agreement to dynamically transfer electricity to a California balancing authority, the transactions implemented under this Agreement are not contrary to any condition imposed by a balancing authority participating in the dynamic transfer arrangement.
(f) Subsequent Changes in Law. In the event that the qualifications or requirements of the RPS program, PCC1 Product or the California Long-Term Contracting Requirements change, Seller shall take commercially reasonable actions to meet the amended qualifications or requirements of the RPS Law, PCC1 Product or the California Long-Term Contracting Requirements but will not be required to incur any unreimbursed costs to comply with the RPS Law, PCC1 or the California Long- Term Contracting Requirements, collectively. (g) Limitations. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree as follows:
(i) Seller has relied exclusively upon the representations and warranties of each respective APC Party set forth in the Assigned PPAs in making the representations and warranties set forth in this Section 5.4 and has not performed any independent investigation with respect thereto; Attachment Staff Report Item 17C
22 (ii) J. Aron has agreed under the Electricity Sale and Service Agreement to terminate the applicable Assignment Period in the event that any representation or warranty in this Section 5.4 proves to be incorrect in any respect;
(iii)Buyer agrees that its sole recourse for any breach of the provisions of this Section 5.4 shall be the termination of the applicable Assignment Period and Buyer shall have no other recourse against Seller or remedies under this Agreement; and
(iv)Section 5.4(d) shall only apply to the provisions of this Section 5.4 and all other provisions of this Agreement shall remain subject to and interpreted in accordance with Section 18.4.

Section 5.5 Communications Protocol. With respect to the Scheduling and delivery of Base Quantities, Buyer shall comply and Prepay LLC shall cause the Delivering Entity to comply with the communications protocol set forth in Exhibit G. Scheduling and transmission of Assigned Energy shall be in accordance with the applicable Assignment Agreement pursuant to which the Project Participant shall act as scheduling agent for each of J. Aron, Seller and Buyer.

Section 5.6 Deliveries Within CAISO or Another Balancing Authority. The Parties acknowledge that Energy delivered by Seller at a Delivery Point within CAISO or another Balancing Authority (including a Balancing Authority operating within the Western EIM) will be delivered in accordance with the CAISO Tariff and rules of the Balancing Authority as applicable.

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

Section 5.7 Assigned Products. Notwithstanding anything to the contrary herein, Seller shall have no liability under this Article V with respect to any Assigned Products.

ARTICLE VI.

ASSIGNMENT OF POWER PURCHASE AGREEMENTS
Section 6.1 Assignments Generally. The Project Participant and the Buyer have agreed pursuant to Article VI of the Clean Energy Purchase Contract that (a) prior to the commencement of the Delivery Period, the Project Participant will exercise Commercially Reasonable Efforts to assign the Initial Assigned Rights and Obligations to J. Aron, and (b) in the event of (i) any expiration, termination or anticipated termination of the Assignment Period for the Initial Assigned Rights and Obligations or any subsequent EPS Energy Period or (ii) a failure to assign any portion of the Initial Assigned Rights and Obligations, the Project Participant is obligated to exercise Commercially Reasonable Efforts and cooperate with J. Aron in good faith to assign certain Replacement Assigned Rights and Obligations to J. Aron and, under certain circumstances specified in the Electricity Sale and Service Agreement, J. Aron shall have the ability to procure EPS Compliant Energy for ultimate redelivery to the Project Participant under Attachment Staff Report Item 17C
23 the Electricity Sale and Service Agreement. Following the effectiveness of any Assignment Agreement and Assignment Schedule executed in connection with any Replacement Assigned Rights and Obligations or J. Aron’s procurement of EPS Compliant Energy consistent with Section

6.1(c) of the Electricity Sale and Service Agreement, the Base Quantities shall be reduced as provided by Article VI and Exhibit F of the Clean Energy Purchase Contract. References to Article VI and Exhibit F of the Clean Energy Purchase Contract mean such provisions of the Clean Energy Purchase Contract (including any embedded definitions or cross-referenced provisions) as they originally exist, as modified, amended, supplemented or waived with the consent of J. Aron.

Section 6.2 Failure to Obtain EPS Compliant Energy. To the extent an EPS Energy Period terminates or expires and EPS Compliant Energy is not available for delivery hereunder upon such termination or expiration, then Seller shall remarket the Base Quantities pursuant to the provisions of Exhibit C until EPS Compliant Energy is available for delivery hereunder.

Section 6.3 Adjustments to Swaps. The Parties agree to issue appropriate notices to cause the Buyer Swap and the Seller Swap to be revised in connection with the commencement or termination of any Assignment Period such that the notional quantities under such swaps will be adjusted to be consistent with any changes to the Base Quantity determined pursuant to Section 6.4.

Section 6.4 Adjustments to Base Quantities. The Base Quantity Reductions set forth on Exhibit A-1 hereto have been calculated to reflect the Initial Assigned Rights and Obligations using the methodology described in Exhibit F of the Clean Energy Purchase Contract.

Effective on the first day of the third Month following the early termination of an EPS Energy Period for any reason, Seller shall revise Exhibits A-1 and A-2 (i) as provided by Article VI and Exhibit F to the Clean Energy Purchase Contract to the extent a subsequent EPS Energy Period will commence on such date or (ii) to reverse such Base Quantity Reductions associated with the EPS Energy Period that terminated for all remaining Hours in the Delivery Period to the extent a replacement EPS Energy Period will not commence on such date. In the case of any other commencement of a subsequent EPS Energy Period, Seller shall revise (a) the Base Quantity Reductions in Exhibit A-1 as provided by Article VI and Exhibit F of the Clean Energy Purchase Contract and (b) Exhibit A-2 to reflect the details for such EPS Energy Period.

Section 6.5 APC Party Make-Whole. Seller shall reimburse Buyer for any amounts owed by Buyer to the Project Participant pursuant to [Section 6.4] of the Clean Energy Purchase Contract due to J. Aron’s failure to pay when due any J. Aron Prepay Payment under the PPA Custodial Agreement.

ARTICLE VII.

PRODUCT REMARKETING
Section 7.1 Product Remarketing. If the Project Participant is in default under the Clean Energy Purchase Contract or is unable to receive all or any portion of the Product purchased by Buyer under this Agreement due to (a) insufficient demand by the Project Participant’s retail customers, (b) the existence of an Assigned Prepay Shortfall Amount from any Attachment Staff Report Item 17C
24 prior Month or the occurrence of an Assigned PPA FM Remarketing Event (as defined in Exhibit F), (c) a change in Law, or (d) the application of Section 3.2 requiring the remarketing of Base Quantities, and the Project Participant requests (or in the case of clauses (b) and (d), is deemed to have requested) remarketing services from the Delivering Entity pursuant to the provisions of Exhibit C; provided that any remarketing request delivered under clause (c) above shall constitute a “Structural Remarketing Notice” and any Structural Remarketing Notice (i) must be provided at least six Months in advance of the requested remarketing services and (ii) shall be subject to Seller’s consent in its reasonable discretion. If Buyer requests remarketing of any Assigned Product under any of the circumstances described in the preceding sentence other than clause (b) thereof, then J. Aron will have the right to terminate the Assignment Period applicable to such Assigned Product effective as of the first Delivery Hour to which such remarketing applies. If J.

Aron does not elect to terminate the Assignment Period, Buyer and Seller shall negotiate in good faith to adjust the provisions of Exhibit C to reflect pricing, delivery and other terms related to such Assigned Product, and the Delivering Entity shall have no obligation to remarket such Assigned Product unless and until Buyer and the Delivering Entity have mutually agreed to such adjustments to Exhibit C. The Delivering Entity has agreed to observe and perform its obligations set forth in Exhibit C.

ARTICLE VIII.

REPRESENTATIONS AND WARRANTIES
Section 8.1 Representations and Warranties. As a material inducement to entering into this Agreement, each Party, with respect to itself, hereby represents and warrants to the other Party as of the Execution Date as follows:
(a) for Buyer as the representing Party, Buyer is a joint powers authority duly organized and validly existing under the laws of the State of California; (b) for Seller as the representing Party, it is duly organized, validly existing and in good standing under the Laws of the state in which it is organized and in good standing in the State of California;
(c) it has all requisite power and authority, corporate or otherwise, to own its material properties, carry on its material business as now being conducted, enter into, deliver and to perform its obligations under this Agreement and to carry out the terms and conditions hereof and the transactions contemplated hereby;
(d) there is no litigation, action, suit, proceeding with service of process accomplished with respect to such Party or investigation pending or, to the best of such Party’s knowledge, threatened, in each case before or by any Government Agency and, in each case, which could reasonably be anticipated to materially and adversely affect such Party’s ability to perform its obligations under this Agreement or that questions the validity, binding effect or enforceability hereof, any action taken or to be taken by such Party pursuant hereto, or any of the transactions contemplated hereby;
Attachment Staff Report Item 17C
25 (e) the execution, delivery, and performance of this Agreement by such Party have been duly authorized by all necessary action on the part of such Party and do not require any approval or consent of any security holder of such Party or any holder (or any trustee for any holder) of any indebtedness or other obligation of such Party; (f) this Agreement has been duly executed and delivered on behalf of such Party by an appropriate officer or authorized Person of such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and by general principles of equity; (g) the execution, delivery and performance of this Agreement by such Party shall not violate any provision of any Law, order, writ, judgment, decree or other legal or regulatory determination applicable to it;
(h) the execution, delivery and performance by such Party of this Agreement, and the consummation of the transactions contemplated hereby, including the incurrence by such Party of its financial obligations under this Agreement, shall not result in any violation of any term of any material contract or agreement applicable to it, or any of its charter or bylaws or of any license, permit, franchise, judgment, writ, injunction or regulation, decree, order, charter, Law or ordinance applicable to it or any of its properties or to any obligations incurred by it or by which it or any of its properties or obligations are bound or affected, or of any determination or award of any arbitrator applicable to it, and shall not conflict with, or cause a breach of, or default under, any such term or result in the creation of any lien upon any of its properties or assets, except with respect to Buyer, the lien of the Trust Indenture;
(i) to the best of the knowledge and belief of such Party, no Governmental Approval is required in connection with the valid authorization, execution, delivery and performance by such Party of this Agreement or the consummation of any of the transactions contemplated hereby other than those Governmental Approvals that have been obtained; and (j) it enters this Agreement as a bona-fide, arm’s-length transaction involving the mutual exchange of consideration and, once executed by both Parties, considers this Agreement a legally enforceable contract.

Section 8.2 Additional Representations and Warranties of Buyer. As a material inducement to entering into this Agreement, Buyer hereby represents and warrants to Seller as of the Execution Date as follows:
(a) Buyer is entering into this Agreement for the purpose of acquiring Product for sale to the Project Participant pursuant to the Clean Energy Purchase Contract; and (b) any amounts payable by Buyer under this Agreement shall (i) other than the Prepayment, be payable as an item of Operating Expense under (and as defined in) the Trust Indenture, and (ii) not constitute an indebtedness or liability of Buyer within the meaning of any constitutional or statutory limitation or restriction applicable to Buyer.

Section 8.3 Funding Agreement.

Attachment Staff Report Item 17C
26 (a) Except (i) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision in a Funding Agreement, (ii) to insert such provisions clarifying matters or questions arising under a Funding Agreement as are necessary or desirable and are not contrary to or inconsistent therewith or (iii) to convert or supplement any provision in a manner consistent with the intent of a Funding Agreement and the other Transaction Documents, Seller agrees that it shall not (x) agree to any amendment, alteration, assignment or modification to any Funding Agreement or any guaranty of Funding Recipient’s obligations thereunder or (y) enter into any agreements with the initial Funding Recipient other than the Funding Agreement without receipt of (A) a Rating Confirmation and (B) the prior written consent of Buyer; provided that, for the avoidance of doubt, no such consent of Buyer shall be required in connection with (I) the replacement, refinancing or re-pricing of a Funding Agreement at the end of any Interest Rate Period or (II) Seller’s assignment of its interest in a Funding Agreement or consent to Funding Recipient’s assignment of its interest in a Funding Agreement by Funding Recipient to the extent Seller provides a Rating Confirmation to Buyer with respect to any such assignment. (b) [To the extent an Early Termination Payment Date is designated hereunder, Seller agrees that it shall promptly withdraw the entire amount of the [Funding Account] under and as defined in the Funding Agreement to the extent permitted by the terms thereof.

Additionally, Seller agrees that it shall not withdraw the [Early Repayment Amount] under and as defined in the Funding Agreement pursuant to the provision of Exhibit A to the Funding Agreement titled “Early Repayment Date and Early Repayment Amount” unless such Early Repayment Amount plus other available funds are sufficient for the early redemption of the Bonds].
3 Section 8.4 Notice of CEPC Remarketing Election. Seller covenants and agrees that it shall provide prompt notice to J. Aron if the Project Participant makes a CEPC Remarketing Election for any Reset Period.

Section 8.5 Warranty of Title. Seller warrants that it will deliver to Buyer (a) all Base Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any Person arising prior to the Delivery Point, and (b) all Assigned Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any Person that are imposed on such Assigned Product solely as a result of Seller’s actions.

Section 8.6 Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES

EXPRESSLY MADE BY SELLER IN THIS ARTICLE VIII, SELLER HEREBY DISCLAIMS

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

ARTICLE IX.

TAXES
As between Seller and Buyer, Seller shall (i) be responsible for, and pay or cause to be paid, all ad valorem, excise, severance, production and other taxes assessed with respect to 3 NTD: Subject to review of final Funding Agreement.

Attachment Staff Report Item 17C
27 Product (other than any Assigned Product) delivered by the Delivering Entity or Seller, as applicable, pursuant to this Agreement arising prior to the applicable Delivery Point and (ii) indemnify Buyer and its Affiliates for any such taxes paid by Buyer or its Affiliates. As between Seller and Buyer, Buyer shall (i) be responsible for all taxes with respect to Product received pursuant to this Agreement assessed at or from the applicable Delivery Point, and (ii) indemnify Seller and its Affiliates for any such taxes paid by Seller or its Affiliates. Nothing shall obligate or cause a Party to pay or be liable for any tax for which it is exempt under Law.

ARTICLE X.

JURISDICTION; WAIVER OF JURY TRIAL
Section 10.1 Consent to Jurisdiction. ALL JUDICIAL PROCEEDINGS

BROUGHT AGAINST EITHER PARTY ARISING OUT OF OR RELATING HERETO

SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL COURTS OF THE UNITED

STATES OF AMERICA FOR THE NORTHERN DISTRICT OF CALIFORNIA SITTING IN THE CITY AND COUNTY OF SAN FRANCISCO. BY EXECUTING AND DELIVERING

THIS AGREEMENT, EACH PARTY AGREES THAT SERVICE OF ALL PROCESS IN ANY

SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR

CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH Article XVI; AND AGREES THAT SERVICE AS

PROVIDED ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER

THE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.

Section 10.2 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW,

EACH OF THE PARTIES HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A

JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING UNDER THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT

AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING

CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY ACKNOWLEDGES THAT

THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS

RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN

ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY FURTHER

WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS

LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS

WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER

ORALLY OR IN WRITING (OTHER THAN BY MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS Section 10.2 AND EXECUTED BY EACH OF THE

PARTIES), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF

LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY A COURT.

Attachment Staff Report Item 17C
28 ARTICLE XI.

FORCE MAJEURE
Section 11.1 Applicability of Force Majeure. To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under this Agreement and such Party (the “Claiming Party”) gives notice and details of the Force Majeure to the other Party as soon as practicable, then the Claiming Party shall be excused from the performance of its obligations with respect to this Agreement (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure and as provided in Section 4.3 and Section 17.4). The Claiming Party shall remedy the Force Majeure with all reasonable dispatch. For the duration of the Claiming Party’s non-performance (and only for such period), the non-Claiming Party shall not be required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure.

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

ARTICLE XII.

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

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

Section 12.3 Defense of Agreement. Excluding all matters involving a contractual dispute between the Parties, each Party shall hereafter exercise Commercially Reasonable Efforts to defend and support this Agreement before any Government Agency in any proceeding, if the substance, validity or enforceability of all or any part of this Agreement is hereafter directly challenged or if any proposed changes in regulatory practices or procedures Attachment Staff Report Item 17C
29 would have the effect of making this Agreement invalid or unenforceable or would subject either Party to any greater or different regulation or jurisdiction that materially affects the rights or obligations of the Parties under this Agreement.

ARTICLE XIII.

ASSIGNMENT
Neither Party shall assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Party; provided, however, that:
(a) pursuant to the Trust Indenture, Buyer may, without the consent of Seller, transfer, sell, pledge, encumber or assign this Agreement to the Trustee in connection with any financing or other financial arrangements; provided that Buyer shall not assign this Agreement unless, contemporaneously with the effectiveness of such assignment, Buyer also assigns the Buyer Swap (and the Buyer Swap Custodial Agreement) to the same assignee; (b) upon written notice to Buyer, Seller may, without Buyer’s consent, assign this Agreement to an Affiliate of Seller, which assignment shall constitute a novation; provided that the assignee shall agree in writing to be bound by the terms and conditions of this Agreement and Seller shall not assign this Agreement unless (i) Seller delivers a Rating Confirmation to Buyer with respect to such assignment, (ii) contemporaneously with the effectiveness of such assignment, Seller also assigns the Seller Swap, the Seller Swap Custodial Agreement and the SPE Master Custodial Agreement to the same assignee and either (A) Seller assigns the Funding Agreement and Electricity Sale and Service Agreement to the same assignee or (B) the assignee provides to Buyer a guarantee of its obligations by GSG (as defined in the Electricity Sale and Service Agreement) and GSG continues to guarantee J. Aron’s performance under the Electricity Sale and Service Agreement, and (iii) the assignee is a special purpose entity approved by Buyer or its obligations under this Agreement are guaranteed by Funding Recipient to the satisfaction of Buyer; and
(c) if (i) Seller notifies Buyer that the Funding Agreement will not be replaced, refinanced or re-priced as of the end of any Interest Rate Period or (ii) Seller is unable to provide, under the Re-Pricing Agreement, an estimated Available Discount Percentage (as defined in the Re-Pricing Agreement) that is equal to or greater than the applicable Minimum Discount Percentage under the Clean Energy Purchase Contract, then, at the request of Buyer, Seller will reasonably cooperate with Buyer to cause Seller’s (or Seller’s Affiliate’s, if applicable) interest in this Agreement, the Re-Pricing Agreement, the Seller Swap, the Seller Swap Custodial Agreement, the SPE Master Custodial Agreement and any Specified Investment Agreement with a term that extends past the then-current Interest Rate Period to which Seller or any Affiliate is a party and all agreements related to any of the foregoing (the “Transaction Documents”) to be novated to a replacement seller; provided that (x) a Rating Confirmation is obtained for any Bonds required to be redeemed on the first Mandatory Purchase Date following the effective date of such novation, (y) the Swap Counterparty shall have provided its prior written consent to such novation in accordance with the terms of the Seller Swap to which it is a party, and (z) after giving effect to such novation, Seller will have no obligations (contingent or otherwise, including any obligation to make or repeat any representations or warranties other than basic representations on authority Attachment Staff Report Item 17C
30 and the right to transfer its interests under this Agreement without encumbrances) or be required to make any payment under any Transaction Document or otherwise in connection with or following such novation other than any obligations that would have existed or payments that would have been required had this Agreement terminated as of the end of the last Reset Period that commenced prior to such novation.

ARTICLE XIV.

PAYMENTS
Section 14.1 Monthly Statements.
(a) Buyer’s Statements. No later than the 5th day of each Month during the Delivery Period (excluding the first Month of the Delivery Period) and the first Month following the end of the Delivery Period, Buyer shall deliver to Seller a statement (a “Buyer’s Statement”) listing (i) in respect of any Shortfall Quantity in the prior Month, the Replacement Price applicable to such Shortfall Quantity, and (ii) any other amounts due to Buyer in connection with this Agreement with respect to the prior Months.
(b) Billing Statements.
(i) No later than the 20th day of each Month during the Delivery Period (excluding the first Month of the Delivery Period) and the first Month following the end of the Delivery Period (the “Billing Date”), Seller shall deliver a statement (a “Billing Statement”) to Buyer and the Project Participant indicating (i) the total amount due to Buyer, if any, under Article IV, Article V, Article VI, Article VII and Exhibit C with respect to the prior Months, (ii) any amounts due to Seller in connection with this Agreement with respect to the prior Months, and (iii) the net amount due to Buyer or Seller; provided that, notwithstanding the foregoing, invoicing for all Assigned PAYGO Products shall occur under the PPA Custodial Agreement. The Parties acknowledge and agree that Seller may consolidate Billing Statements under this Agreement with billing statements delivered by Affiliates of Seller under other master power supply agreements between Buyer and Affiliates of Seller.
(ii) For each Month of any Assignment Period, the Billing Statement prepared by Seller shall assume that all Assigned Prepay Quantities under each Assigned PPA were actually delivered for such Month. To the extent that a Monthly Statement (as defined in the PPA Custodial Agreement) for an Assigned PPA delivered under the PPA Custodial Agreement reflects that less than the Assigned Prepay Quantities were actually delivered under any such Assigned PPA, then (A) the previously delivered Billing Statement shall be deemed to be updated in accordance with such Monthly Statement, (B) subject to the application of Section 12(b) of Exhibit C regarding remediation by Assigned PAYGO Product delivered under any other Assigned PPA in the Month in which an Assigned Prepay Shortfall Amount (as defined in the PPA Custodial Agreement) occurs, the Delivering Entity shall be deemed to remarket and purchase such undelivered portion of the Assigned Prepay Quantities for its own account resulting in a Ledger Entry (as defined in Exhibit C) and (C) the Seller shall owe a resettlement payment to Buyer in an Attachment Staff Report Item 17C
31 amount equal to the product of (x) the applicable APC Contract Price multiplied by (y) the portion of the Assigned Prepay Quantities not delivered in such Month. The Parties acknowledge and agree that J. Aron shall have a separate resettlement payment obligation under the Electricity Sale and Service Agreement with respect to the amounts described in clause (C) of the preceding sentence, and J. Aron’s payment of the J. Aron Resettlement Payment as defined in and pursuant to the PPA Custodial Agreement shall satisfy the corresponding obligations of the respective parties under each of the Electricity Sale and Service Agreement, this Agreement and the Clean Energy Purchase Contract. (c) Supporting Documentation. Upon request by either Party, the other Party shall deliver such supporting documentation of the foregoing statements and information described in this Section 14.1 as such requesting Party may reasonably request.

Section 14.2 Payment.
(a) Payments Due. If the Billing Statement indicates an amount due from Buyer, then Buyer shall remit such amount to Seller by wire transfer (pursuant to the instructions set forth in the SPE Master Custodial Agreement), in immediately available funds, on or before the 25
th day of the Month following the most recent Month to which such Billing Statement relates, or if such day is not a Business Day, the following Business Day. If the Billing Statement indicates an amount due from Seller, then Seller shall remit such amount to Buyer by wire transfer (pursuant to Buyer’s instructions), in immediately available funds, on or before the 24 th day of the Month
following the most recent Month to which such Billing Statement relates, or if such day is not a Business Day, the preceding Business Day. Notwithstanding the foregoing, payments due from Buyer for Assigned PAYGO Product shall be due one Business Day preceding the payment date specified in the PPA (as defined in the applicable Assignment Agreement); provided that, as set forth in Section 3.4, such payment obligation will be satisfied to the extent such amounts are paid by the Project Participant pursuant to the PPA Custodial Agreement. (b) No Duty to Estimate. If Buyer fails to issue a Buyer’s Statement with respect to any Month, Seller shall not be required to estimate any amounts due to Buyer for such Month, provided that Buyer may include any such amount on subsequent Buyer’s Statements issued within the next sixty (60) days. The sixty (60)-day deadline in this subsection (b) replaces the two (2) year deadline in Section 14.5 with respect to any claim by any non-delivering Party of inaccuracy in any estimated invoice issued or payment made pursuant to this subsection (b).

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

Attachment Staff Report Item 17C
32 Section 14.4 Late Payment. If a Party owing a net payment under Section 14.2 fails to remit the full amount payable within one Business Day of when due, interest on the unpaid portion shall accrue from the date due until the date of payment at the Default Rate.

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

Section 14.6 Netting. The Parties shall net all amounts due and owing, including any past due amounts (which, for the avoidance of doubt, shall include any accrued interest), arising under this Agreement such that the Party owing the greater amount shall make a single payment of the net amount to the other Party in accordance with this Article XIV. Notwithstanding the foregoing, no Party shall be entitled to net (i) any amounts that are in dispute or (ii) any payments due to Seller against (A) the Termination Payment if it becomes due or (B) any payments due from Seller pursuant to Article IV, Article V or Exhibit C.

ARTICLE XV.

RECEIVABLES PURCHASES
Attachment Staff Report Item 17C
33 Subject to the terms set forth in Exhibit E, Seller has the obligation to purchase Put Receivables (as defined in Exhibit E) and the option to purchase Elective Call Receivables and Swap Deficiency Receivables (each as defined in Exhibit E). The Parties acknowledge and agree that (a) any Elective Call Receivables and Swap Deficiency Call Receivables purchased by Seller under Exhibit E shall be re-purchased by J. Aron from Seller to the extent the conditions set forth in Exhibit C of the Electricity Sale and Service Agreement are satisfied (provided that any Elective Call Receivables purchased by Seller pursuant to Section 2.3(c) of Exhibit E shall be transferred by Seller to J. Aron as a credit against amounts due from Seller to J. Aron under the Electricity Sale and Service Agreement); and (b) the purchase of any Put Receivables by Seller will be funded solely from amounts available, if any, under the SPE Master Custodial Agreement for such purpose.

ARTICLE XVI.

NOTICES
Any notice, demand, statement or request required or authorized by this Agreement to be given by one Party to the other Party (or to any third party) shall be in writing and shall either be sent by email transmission, courier, or personal delivery (including overnight delivery service) to each of the notice recipients and addresses specified in Exhibit B for the receiving Party. Any such notice, demand, or request shall be deemed to be given (i) when delivered by email transmission, or (ii) when actually received if delivered by courier or personal delivery (including overnight delivery service). Each Party shall have the right, upon 10 days’ prior written notice to the other Party, to change its list of notice recipients and addresses in Exhibit B. The Parties may mutually agree in writing at any time to deliver notices, demands or requests through alternate or additional methods, such as electronic mail. Notwithstanding the foregoing, either Party may at any time notify the other that any notice, demand, statement or request to it must be provided by email transmission for a specified period of time or until further notice, and any communications delivered by means other than email transmission during the specified period of time shall be ineffective.

ARTICLE XVII.

DEFAULT; REMEDIES; TERMINATION
Section 17.1 Product Delivery Termination Events and Termination Payment Events. Each event listed on the table below constitutes a “Product Delivery Termination Event”.

This table also specifies the potential Terminating Party for each Product Delivery Termination and identifies which Product Delivery Termination Events are also “Termination Payment Events” and the potential Terminating Party for each Product Delivery Termination Event. For each Product Delivery Termination Event where the potential Terminating Party is listed as “Automatic”, such event is an “Automatic Product Delivery Termination Event” and each other Product Delivery Termination Event is an “Optional Product Delivery Termination Event.” [Table on following page.]
Attachment Staff Report Item 17C
34 Event Related to:

Product Delivery
Termination Event:

Potential
Terminating
Party:

Termination
Payment
Event?
a) Failure of Seller to
pay Buyer due to
Funding Recipient
failure to pay
Seller
Seller fails to pay when due any amounts owed to Buyer pursuant to this Agreement because of a failure by Funding Recipient to pay when due any amounts owed to Seller pursuant to the Funding Agreement and such failure continues for 30 days after receipt by Seller and Funding Recipient of notice thereof from Buyer.

Automatic Yes
b) Failure of bond
remarketing or re-pricing
As of one week prior to the beginning of the first Month following a Reset Period, either:
(i) Buyer has not entered into a bond purchase agreement, firm remarketing agreement or similar agreement with respect to the remarketing or refunding of the existing Bonds; or
(ii) The initial Funding Recipient or successor Funding Recipient and Seller are unable to replace, refinance or re-price the Funding Agreement for a subsequent Reset Period.

Automatic Yes
c) Failure to
remarket
A Failed Remarketing occurs. Automatic Yes
d) Ledger Event The occurrence of a Ledger Event. Seller No e) Failure to
purchase
Identified
Receivables (as
defined in Exhibit
E)
Both:
(i) Seller has received a Swap Deficiency Call Receivables Offer (as defined in Exhibit E) pursuant to Section 2.2(a) of the Exhibit E and
(ii) Seller has not exercised or is deemed not to have exercised its related option to purchase the Identified Receivables described in such Swap Deficiency Call Receivable Offer.

Automatic No
f) Designation of an
Early Termination
Date as defined
and under the
Electricity Sale
and Service
Agreement
J. Aron designates an Early Termination Date (as defined in the Electricity Sale and Service Agreement) under the Electricity Sale and Service Agreement due to a CEPC Remarketing Election by the Project Participant for any Reset Period.

Automatic Yes
Attachment Staff Report Item 17C
35 Event Related to:

Product Delivery
Termination Event:

Potential
Terminating
Party:

Termination
Payment
Event?
g) Termination of
Electricity Sale
and Service
Agreement and
Failure to Replace
J. Aron
Both:
(i) an Early Termination Date occurs due to a J. Aron Default (as each such term is defined under the Electricity Sale and Service Agreement) under the Electricity Sale and Service Agreement, and
(ii) Seller is unable to enter into a replacement Electricity Sale and Service Agreement with substantially the same terms or terms approved by Buyer by the date that is 120 days following such Early Termination Date as defined and occurs under the Electricity Sale and Service Agreement.

For the avoidance of doubt, Seller may only enter into such a replacement Electricity Sale and Service Agreement if (I) the GSG Guaranty (as defined in the Electricity Sale and Service Agreement) applies to the obligations of the replacement seller thereunder or (II) Seller delivers a Rating Confirmation to Buyer with respect to its entry into such replacement Electricity Sale and Service Agreement.

Automatic No
h) Termination of
Electricity Sale
and Service
Agreement and
Failure to Replace
J. Aron
Both:
(i) an Early Termination Date (as defined under the Electricity Sale and Service Agreement) occurs under the Electricity Sale and Service Agreement for any reason other than as specified in clauses (f) and (g) above, and (ii) Seller is unable to enter into a replacement Electricity Sale and Service Agreement with substantially the same terms or terms approved by Buyer by the date that is 120 days following such Early Termination Date as defined and occurs under the Electricity Sale and Service Agreement.

Seller shall not enter into such a replacement Electricity Sale and Service Agreement unless (I) the GSG Guaranty (as defined in the Electricity Sale and Service Agreement) applies to the obligations of the replacement seller thereunder or (II) Seller delivers a Rating Confirmation to Buyer with respect to its entry into such replacement Electricity Sale and Service Agreement.

Automatic No
i) Termination of a
Buyer Swap
Except in the case where an Automatic Product Delivery Termination Event has occurred under Sections 17.1(e) [Failure to Purchase Identified Call Receivables],

17.1(f)-(h) [Termination of Electricity Sale and Service Agreement], 17.1(j) Seller No
Attachment Staff Report Item 17C
36 Event Related to:

Product Delivery
Termination Event:

Potential
Terminating
Party:

Termination
Payment
Event?
[Termination of a Buyer Swap for Certain Buyer Defaults], 17.1(k) [Termination of Seller Swap for Seller Defaults] or 17.(l) [Dissolution or Bankruptcy of Buyer], both:
(i) an Early Termination Date (as defined in a Buyer Swap) is designated by a Swap Counterparty pursuant to the terms of a Buyer Swap or occurs automatically pursuant to the terms of a Buyer Swap based on a Termination Event where Buyer is the sole Affected Party (as each term is defined in the Buyer Swap), and (ii) either the corresponding Seller Swap or such Buyer Swap is not replaced within the Swap Replacement Period.
j) Termination of a
Buyer Swap for
Certain Buyer
Defaults and
Termination
Events
An Early Termination Date (as defined in the Buyer Swap) is designated by a Swap Counterparty pursuant to the terms of a Buyer Swap based on an Event of Default under Section 5(a)(vii) (Bankruptcy) of a Buyer Swap where Buyer is the Defaulting Party (as each term is defined in the Buyer Swap).

Automatic No
k) Termination of a
Seller Swap for
Seller Defaults
and Termination
Events
Both:
(i) an Early Termination Date (as defined in the Seller Swap) is designated by a Swap Counterparty pursuant to the terms of a Seller Swap based on an Event of Default where Seller is the Defaulting Party or a Termination Event where Seller is the sole Affected Party (as each term is defined in the Seller Swap) or otherwise occurs automatically pursuant to the terms of a Seller Swap, but excluding any termination as a result of the termination of this Agreement based on a Product Delivery Termination Event under Section 17.1(d) [Ledger Event] or Section 17.1(h) [Termination of a Buyer Swap], and (ii) such Seller Swap or the corresponding Buyer Swap is not replaced within the Swap Replacement Period.

Automatic No
l) Dissolution or
Bankruptcy of
Buyer
If (i) an involuntary case or other proceeding shall be commenced against Buyer seeking liquidation, reorganization or other relief with respect to it or its debts under any applicable Federal or State bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar law now or hereafter in effect or seeking the appointment of a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of it or any substantial part of its property, and such involuntary case or Automatic No
Attachment Staff Report Item 17C
37 Event Related to:

Product Delivery
Termination Event:

Potential
Terminating
Party:

Termination
Payment
Event?
other proceeding shall remain undismissed and unstayed, or an order or decree approving or ordering any of the foregoing shall be entered and continued unstayed and in effect, in any such event, for a period of 60 days; or (ii) if Buyer shall commence a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar law or any other case or proceeding to be adjudicated a bankrupt or insolvent, or shall consent to the entry of a decree or order for relief in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or if it shall file a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or consent to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of Buyer or any substantial part of its property, or shall make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or shall take corporate action in furtherance of any such action.

Attachment Staff Report Item 17C
38 Section 17.2 Payments Following a Ledger Event. Following the occurrence of a Ledger Event, Seller shall pay to Buyer any amounts that become payable from J. Aron to Seller pursuant to Section 17.6 of the Electricity Sale and Service Agreement.

Section 17.3 Reserved.

Section 17.4 Remedies and Termination.
(a) Automatic Product Delivery Termination Event. Upon the occurrence of any Automatic Product Delivery Termination Event, a Product Delivery Termination Date shall be deemed to be designated as of the end of the Month in which such Automatic Product Delivery Termination Event occurs.
(b) Optional Product Delivery Termination Event. If at any time an Optional Product Delivery Termination Event has occurred and is continuing, then the Terminating Party, by notice to the other Party specifying the relevant Optional Product Delivery Termination Event, may designate a day not earlier than the last day of the Month in which such notice is deemed given under Article XVI as the Product Delivery Termination Date; provided, however, that with respect to an Optional Product Delivery Termination Event related to a Buyer Swap or Seller Swap, the Terminating Party may, at any time after the commencement of the Swap Replacement Period, conditionally designate a Product Delivery Termination Date, with such designation being conditioned upon (i) the termination and failure to replace either the corresponding Seller Swap or such Buyer Swap and (ii) the Product Delivery Termination Date occurring no earlier than the last day of the Month in which the Swap Replacement Period ends. (c) Effect of Product Delivery Termination Date. As of the Product Delivery Termination Date, (i) the Delivery Period shall end, (ii) the obligation of Buyer to Schedule or receive deliveries of Product from Seller under this Agreement shall terminate, and (iii) the obligation of Seller to Schedule or make any further deliveries of Product to Buyer under this Agreement shall terminate and, unless such Product Delivery Termination Date resulted from a Termination Payment Event, such obligation to deliver Product shall be replaced with a continuing obligation to make payment of the amounts set forth in Exhibit D-3 to Buyer until the earlier of (A) the Month in which a Termination Payment Event occurs and (B) the last due date for such payments under Exhibit D-3. For the avoidance of doubt, (i) except as set forth in this Section

17.4(c) and in Section 17.4(d), this Agreement will continue past a Product Delivery Termination Date, and (ii) a Termination Payment Event may arise contemporaneously with a Product Delivery Termination Date or at any time thereafter and the occurrence of a Product Delivery Termination Date shall not prevent the occurrence of a Termination Payment Event. (d) Early Termination Payment Date. A Termination Payment Event shall occur upon (i) a Product Delivery Termination Event that is specified as a Termination Payment Event in Section 17.1 or (ii) a J. Aron Acceleration Option. Following a Termination Payment Event, Seller on the Early Termination Payment Date shall (A) pay the Termination Payment and (B) if applicable, pay the Additional Termination Payment, in each case, to the Trustee pursuant to payment instructions issued by Buyer or, in the absence of such instructions, by wire transfer.

Such amounts shall be paid together with interest thereon (before as well as after judgment) from (and including) the Early Termination Payment Date to (but excluding) the date such amount is Attachment Staff Report Item 17C
39 paid, at the Default Rate. The obligation of Seller to pay the Termination Payment and, if applicable, the Additional Termination Payment on the Early Termination Payment Date is unconditional, irrespective of the validity or enforceability of this Agreement or any other agreement contemplated hereby, any waiver or consent by Buyer, or any other circumstances that might otherwise constitute a legal or equitable discharge of Seller or a defense of Seller to pay the Termination Payment and, if applicable, the Additional Termination Payment. Seller waives all rights to set-off, counterclaim, recoupment and any other defenses that might otherwise be available to Seller with regard to Seller’s obligation to pay the Termination Payment and, if applicable, the Additional Termination Payment on the Early Termination Payment Date. (e) Acknowledgement of Parties. The Parties acknowledge that it is impractical and difficult to assess actual damages as a result of a termination of the Delivery Period under this Agreement, and the Parties therefore agree that the payment of the Termination Payment and any applicable Additional Termination Payment or the continued payment of amounts specified in Exhibit D-3, as applicable, is a fair and reasonable pre-estimate of the actual damages that would be incurred by Buyer as a result of termination of the Delivery Period under this Agreement for any reason and is not a penalty.
(f) Exclusive Termination Rights. Neither this Agreement nor the Delivery Period may be terminated for any reason except as specified in this Article XVII and in Section

2.2. Except with respect to amounts due for periods prior to the Product Delivery Termination Date, the continued payment of amounts required to be made under Section 17.4(c), and, as applicable, the payment of the Termination Payment and any Additional Termination Payment shall be the sole and exclusive remedy for each Party upon the termination of the Delivery Period and this Agreement for any reason, including as a result of rejection of this Agreement by either Party in any bankruptcy proceedings.
(g) Payment of Investment Agreement Breakage Costs. In the event that a payment in respect of breakage costs becomes due from Buyer under a Specified Investment Agreement due to the occurrence of an Early Termination Payment Date, Seller shall pay to Buyer an amount equal to the amount of such payment no later than the later of (A) one (1) Business Day prior to the date such payment is required to be paid by Buyer pursuant to such Specified Investment Agreement and (B) one (1) Business Day following receipt by Seller of a statement setting forth in reasonable detail the amount of such payment. In the event that a payment in respect of breakage costs becomes payable to Buyer under a Specified Investment Agreement due to the occurrence of an Early Termination Payment Date, Buyer shall pay to Seller an amount equal to the amount of such payment no later than one (1) Business Day following receipt of such payment by Buyer.

Section 17.5 Replacement of Swaps.
(a) Neither Party shall exercise any optional right it may have to terminate this Agreement as a result of the termination of any Seller Swap or any Buyer Swap without first complying with this Section 17.5. Each of Buyer and Seller agrees that it will not replace any Buyer Swap or Seller Swap, as applicable, unless the other Party is replacing its Buyer Swap or Seller Swap, as applicable, with the same replacement Swap Counterparty.

Attachment Staff Report Item 17C
40 (b) If:
(i) any Buyer Swap or any Seller Swap terminates,
(ii) Buyer or Seller delivers a termination notice under a Buyer Swap or Seller Swap,
(iii) a Swap Counterparty delivers a termination notice under a Buyer Swap or Seller Swap, or
(iv) any Buyer Swap or any Seller Swap is otherwise reasonably anticipated to become subject to immediate termination, then each Party whose swap is affected shall notify the other Party of the existence of such circumstances and identify the affected Buyer Swap or Seller Swap (the “Affected Swap”). (c) Following receipt of a notice under Section 17.5(b), the Parties shall attempt to replace both the Affected Swap and the corresponding unaffected Seller Swap or Buyer Swap with the same Swap Counterparty (the “Unaffected Swap”) by:
(i) if a Buyer Swap and a Seller Swap with another Swap Counterparty are in effect and otherwise are not subject to termination, (A) exercise any rights they may have to increase their notional quantities under such Buyer Swap and Seller Swap in order to effect a replacement upon termination of the Affected Swap (which increase shall be deemed to be a replacement of both the Buyer Swap and Seller Swap for purposes of Section 17.5 if the full notional quantities of the Affected Swap are thereby replaced), and (B) subsequent to such a replacement, Seller and Buyer shall cooperate in good faith to locate replacement agreements with a second Swap Counterparty and, upon locating a second Swap Counterparty, Seller and Buyer shall reduce their notional quantities under the remaining Seller Swap and Buyer Swap to their original levels and enter into a replacement Seller Swap and Buyer Swap with the replacement Swap Counterparty for the remaining notional quantities; or
(ii) to the extent Seller or Buyer cannot increase their notional quantities under another Buyer Swap and Seller Swap as contemplated by clause (i), cooperate in good faith to locate replacement agreements with an alternate Swap Counterparty to replace both the relevant Seller Swap and relevant Buyer Swap within the Swap Replacement Period.
(d) The “Swap Replacement Period” is a period (i) commencing on the earlier of the date of (x) any termination of a Buyer Swap or Seller Swap designated by a Swap Counterparty, and (y) delivery of a notice of anticipated termination of a Buyer Swap or Seller Swap by a Swap Counterparty, and (ii) ending 60 days after either (A) the commencement of the Swap Replacement Period if Base Quantities are above zero MWhs upon the commencement of such period or otherwise (B) any date on which Base Quantities are increased above zero MWhs, provided that:

Attachment Staff Report Item 17C
41 (i) the Swap Replacement Period will end immediately once it starts if such Buyer Swap or Seller Swap is subject to termination due to the insolvency or bankruptcy of Buyer or Seller;
(ii) the Swap Replacement Period will end five Business Days after it starts if such Seller Swap is subject to termination due to Seller’s failure to pay amounts due or post credit support, other than where (A) any such failure to pay or post credit support was caused solely by error or omission of an administrative or operational nature; (B) funds were available to enable Seller to make such payment when due; and (C) such payment is made within two (2) Business Days of Seller’s receipt of written notice of its failure to pay or post credit support;
(iii) if (A) the Unaffected Swap has been terminated on or prior to the last day of the Month in which the Affected Swap is terminated and (B) the Parties continue to make payments under the Swap Custodial Agreement consistent with Section 17.5(f) hereof, the Swap Replacement Period will end on the last day of the Month in which the 120th day following (1) the commencement of the Swap Replacement Period if Base Quantities are above zero MWhs upon the commencement of such period or otherwise (2) any date on which Base Quantities are increased above zero MWhs; and (iv) if Buyer or Seller delivers a Reset Termination Exercise Notice or Optional Termination Notice (as each term is defined in the Buyer Swap and the Seller Swap), then the Swap Replacement Period shall be the notice period specified under the applicable Buyer Swap or Seller Swap.
(e) If during a Swap Replacement Period Seller:
(i) presents to Buyer a proposed alternate Swap Counterparty, (ii) requests in writing that Buyer enter into a replacement swap with such alternate Swap Counterparty, and
(iii) agrees to pay Buyer’s reasonable expenses in connection therewith, then, to the extent permitted by the Buyer Swap and the Trust Indenture and as requested by Seller, Buyer shall: (A) enter into a master agreement with such alternate Swap Counterparty and (B) either (1) terminate the Buyer Swap when permitted thereby and enter into a replacement transaction under such new master agreement to the same effect as the terminated Buyer Swap, or (2) cause such Buyer Swap to be novated to such replacement Swap Counterparty. (f) If a Seller Swap terminates or is no longer in effect and a Prepay LLC Payments Period (as defined in the Seller Swap Custodial Agreement) is in effect, then, during such Prepay LLC Payments Period, Seller in connection with the delivery of Product hereunder shall comply with the terms of the applicable Seller Swap Custodial Agreement and make all payments as and when required under such Seller Swap Custodial Agreement. If a Buyer Swap terminates or is no longer in effect and an Issuer Payments Period (as defined in the Buyer Swap Custodial Agreement) is in effect, then, during such Issuer Payments Period, Buyer in connection with the delivery of Product hereunder shall comply with the terms of the applicable Buyer Swap Attachment Staff Report Item 17C
42 Custodial Agreement and make all payments as and when required under such Buyer Swap Custodial Agreement. The Parties agree that during any Prepay LLC Payments Period and during any Issuer Payments Period, Seller shall act as calculation agent under an applicable Seller Swap Custodial Agreement or an applicable Buyer Swap Custodial Agreement with respect to any terminated Seller Swap or Buyer Swap. Seller agrees not to permit any amendment or other modification to a Seller Swap Custodial Agreement that could adversely affect the right of Buyer to receive payments pursuant such Seller Swap Custodial Agreement. Buyer agrees not to permit any amendment or other modification to a Buyer Swap Custodial Agreement that could adversely affect the right of Seller to receive payments pursuant to such Buyer Swap Custodial Agreement.

Section 17.6 Present Assignment and Waiver of Right to Swap Termination Payments.
(a) Assignment of Seller MTM Payment. The Parties hereto acknowledge that (i) the terms of the Buyer Swap do not entitle Buyer to any payments in respect of any termination of the Buyer Swap other than for Unpaid Amounts (as therein defined), (ii) the terms of the Seller Swap do not entitle the Swap Counterparty to any payments in respect of any termination of a Seller Swap other than in respect of Unpaid Amounts (as defined therein), and (iii) pursuant to the terms of the Buyer Swap, the Swap Counterparty have assigned to Buyer all rights to any payments and rights to receive payments that such Swap Counterparty receives or becomes entitled to receive in the future arising as a result of or otherwise in respect of any early termination of a Seller Swap, excluding only any right for the Swap Counterparty to receive Unpaid Amounts (as defined therein) (any such payment under clause (iii), excluding any such Unpaid Amounts, a “Seller Swap MTM Payment”). As additional consideration hereunder, Buyer hereby transfers and assigns to Seller all of Buyer’s right, title, and interest to all payments and rights to receive payments, if any, that Buyer receives or becomes entitled to receive in the future arising as a result of or otherwise in respect of a Seller Swap MTM Payment. Buyer agrees that it will not take any steps to enforce any right to receive any payments that it has assigned to Seller pursuant to this Section 17.6(a). (b) Assignment of Swap Counterparty MTM Payment. The Parties further acknowledge that the terms of the Seller Swap do not entitle Seller to any payments in respect of any termination of a Seller Swap other than for Unpaid Amounts (as defined therein). Nonetheless, Seller hereby presently transfers and assigns to Buyer all of Seller’s right, title and interest to any payments and rights to receive payments that Seller receives or becomes entitled to receive in the future arising as a result of or otherwise in respect of any early termination of a Seller Swap, excluding only any right for Seller to receive Unpaid Amounts thereunder.

Section 17.7 Limitation on Damages. THE PARTIES CONFIRM THAT THE

EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY

PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS

HEREIN PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE

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

LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT

DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY Attachment Staff Report Item 17C
43 STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION, OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN

IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD

TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING WITHOUT LIMITATION

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

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

ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO

DETERMINE, OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT,

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

DAMAGES THAT WOULD MAKE THE PARTIES WHOLE, THE PARTIES HAVE

THOROUGHLY CONSIDERED, INTER ALIA, THE UNCERTAINTY OF FLUCTUATIONS

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

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

KNOWLEDGE, SOPHISTICATION AND EQUAL BARGAINING POWER OF THE PARTIES, THE ARM’S-LENGTH NATURE OF THE NEGOTIATIONS, THE SPECIAL

CIRCUMSTANCES OF THIS TRANSACTION, THE ACCOUNTING AND TAX

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

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

Section 17.8 Termination Payment Adjustment Schedule. Seller shall prepare revisions to the then-current Exhibit D-2 (Termination Payment Adjustment Schedule) in connection with each successive Interest Rate Period pursuant to the terms of the Re-Pricing Agreement by delivering a revised Exhibit D-2 to Buyer no later than the last day of the applicable Reset Period, in which case such amendments will be effective as of the first day of the next Interest Rate Period.

ARTICLE XVIII.

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

Section 18.2 Deliveries. No later than delivery of the Prepayment, Buyer will deliver to Seller a copy of the Trust Indenture. The following documents shall be executed and Attachment Staff Report Item 17C
44 delivered by the Parties contemporaneously with the execution of this Agreement (unless otherwise specified):
(a) by Seller no later than the date of issuance of the Bonds, the Funding Agreement;
(b) by Buyer, a certificate of the Secretary or Assistant Secretary of Buyer setting forth (i) the resolutions of its governing body with respect to the authorization of Buyer to execute and deliver this Agreement, the Trust Indenture and the Clean Energy Purchase Contract, (ii) the appropriate individuals who are authorized to sign such agreements, (iii) specimen signatures of such authorized individuals, and (iv) the organization documents of Buyer, certified as being true and complete;
(c) by Seller, evidence reasonably satisfactory to Buyer of (i) Seller’s authority to execute and deliver this Agreement and (ii) the appropriate individuals who are authorized to sign this Agreement; and
(d) by Buyer, on or prior to the Execution Date a valid sales tax exemption certificate and any other required exemption or resale certificate in jurisdictions where sales of Product occur under this Agreement to the extent such a certificate is necessary under applicable law for exemption from any relevant state taxes that may be levied against the Parties in relation to the transactions under, or pursuant, to this Agreement.

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

Section 18.4 Governing Law. THIS AGREEMENT AND THE RIGHTS AND

DUTIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND

CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF

THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLE THAT WOULD DIRECT THE APPLICATION OF ANOTHER JURISDICTION’S LAW; PROVIDED, HOWEVER, THAT THE AUTHORITY OF BUYER TO ENTER INTO

AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

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

Attachment Staff Report Item 17C
45 Section 18.6 Severability. If any provision of this Agreement, or the application thereof, shall for any reason be invalid or unenforceable, then to the extent of such invalidity or unenforceability, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the maximum extent permissible under applicable Law, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any materially adverse manner as to either Party.

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

Section 18.8 Winding Up Arrangements. All indemnity and confidentiality obligations, audit rights, and other provisions specifically providing for survival shall survive the expiration or termination of this Agreement. The expiration or termination of this Agreement shall not relieve either Party of (a) any unfulfilled obligation or undischarged liability of such Party on the date of such termination or (b) the consequences of any breach or default of any warranty or covenant contained in this Agreement. All obligations and liabilities described in the preceding sentence of this Section 18.8, and applicable provisions of this Agreement creating or relating to such obligations and liabilities, shall survive such expiration or termination.

Section 18.9 Relationships of Parties; Beneficiaries. The Parties shall not be deemed to be in a relationship of partners or joint venturers by virtue of this Agreement, nor shall either Party be an agent, representative, trustee or fiduciary of the other, except that Seller shall act on behalf of Buyer in remarketing Product pursuant to Exhibit C. Neither Party shall have any authority to bind the other to any agreement. This Agreement is intended to secure and provide for the services of each Party as an independent contractor. Except as provided in Section 18.14 with respect to the Trustee, this Agreement shall not impart any rights enforceable by any third party (other than a permitted successor or assignee bound to this Agreement).

Section 18.10 Immunity. Buyer represents and covenants to and agrees with Seller that it is not entitled to and shall not assert the defense of sovereign immunity with respect to its obligations or any Claims under this Agreement.

Section 18.11 Rates and Indices.
(a) Commodity Reference Prices.
(i) Price Replacement Process for Delayed Publication. If a Commodity Reference Price is not expected to be available for any period (or portion thereof) for any calculation that is required hereunder or under the Buyer Swap or the Seller Swap prior to a relevant calculation being made under any of them, then, upon notice from either Party, the Parties shall promptly endeavor to agree on an alternative source for determination of such Commodity Reference Price for the applicable periods. If such agreement is not reached by the Parties within three Business Days, the Parties shall request quotations for the applicable Commodity Reference Price from four recognized dealers in the electric energy (two selected by each Party) for the period that such Commodity Reference Price is expected to be unavailable. If four quotations are provided as requested, Attachment Staff Report Item 17C
46 the applicable Commodity Reference Price for the applicable days shall be the arithmetic mean of the quotations provided by each recognized dealer after disregarding the quotations having the highest and lowest values. If exactly three quotations are provided, the applicable Commodity Reference Price for the applicable days shall be the quotation provided by the relevant dealer that remains after disregarding the quotations having the highest and lowest values. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. (ii) Price Replacement Process for Non-Published Index. If a Commodity Reference Price is not available because it has permanently ceased to be published, then the Parties shall promptly endeavor to agree on an alternative source for determination of such Commodity Reference Price. If such agreement is not reached by the Parties within three Business Days, then the replacement Commodity Reference Price shall be selected by Seller, acting reasonably.
(b) Corrections. If a value published for any rate or index used or to be used in this Agreement is subsequently corrected and the correction is published or announced by the Person responsible for that publication or announcement within 30 Days after the original publication or announcement, either Party may notify the other Party of (i) that correction and (ii) the amount (if any) that is payable as a result of that correction. If, not later than 30 Days after publication or announcement of that correction, a Party gives notice that an amount is so payable, the Party that originally either received or retained such amount shall, not later than three Business Days after the effectiveness of that notice, pay, subject to any other applicable provisions of this Agreement, to the other Party that amount, together with interest on that amount at the Default Rate for the period from and including the day on which a payment originally was (or was not) made to but excluding the Day of payment of the refund or payment resulting from that correction.

Section 18.12 Limitation of Liability. Notwithstanding anything to the contrary herein, all obligations of Buyer under this Agreement, including without limitation all obligations to make payments of any kind whatsoever, are special, limited obligations of Buyer, payable solely from the Trust Estate (as such term is defined in the Trust Indenture) as and to the extent provided in the Trust Indenture, including with respect to Operating Expenses (as such term is defined in the Trust Indenture). Buyer shall not be required to advance any moneys derived from any source other than the Revenues (as such term is defined in the Trust Indenture) and other assets pledged under the Trust Indenture for any of the purposes in this Agreement mentioned. Neither the faith and credit of Buyer nor the taxing power of the State of California or any political subdivision thereof is pledged to payments pursuant to this Agreement. Buyer shall not be directly, indirectly, contingently or otherwise liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reasons of or in connection with this Agreement, except solely to the extent Revenues (as such term is defined in the Trust Indenture) are received for the payment thereof and may be applied therefor pursuant to the terms of the Trust Indenture.

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

Attachment Staff Report Item 17C
47 Section 18.14 Rights of Trustee. Pursuant to the terms of the Trust Indenture, Buyer has irrevocably appointed the Trustee as its agent to issue notices (including Remarketing Notices) and as directed under the Trust Indenture, to take any other actions that Buyer is required or permitted to take under this Agreement. Seller may rely on notices or other actions taken by Buyer or the Trustee and Seller has the right to exclusively rely on any notices delivered by the Trustee, regardless of any conflicting notices that it may receive from Buyer.

Section 18.15 Operational Services Agreement. Seller acknowledges that Buyer and the Project Participant will enter into that certain Clean Energy Project Operational Services Agreement, dated as of the Bond Closing Date, pursuant to which the Project Participant will have the right to direct Buyer with respect to any directions, consents or waivers by Buyer under this Agreement and the Re-Pricing Agreement.

Section 18.16 Waiver of Defenses. Seller waives all rights to set-off, counterclaim, recoupment and any other defenses that might otherwise be available to Seller with regard to Seller’s obligations pursuant to the terms of this Agreement.

Section 18.17 U.S. Resolution Stay Provisions. Seller and Buyer hereby confirm that they are adherents to the ISDA 2018 U.S. Resolution Stay Protocol (“ISDA U.S. Stay Protocol”), the terms of the ISDA U.S. Stay Protocol are incorporated into and form a part of this Agreement, and for the purposes of such incorporation, (i) Seller shall be deemed to be a Regulated Entity, (ii) Buyer shall be deemed to be an Adhering Party, and (iii) this Agreement shall be deemed a Protocol Covered Agreement. In the event of any inconsistences between this Agreement and the ISDA U.S. Stay Protocol, the ISDA U.S. Stay Protocol will prevail.

Section 18.18 Seller Tariff. Seller agrees that if it seeks to amend the Seller Tariff during the Delivery Period, such amendment will not in any way affect this Agreement without the prior written consent of the other Party. Seller further agrees that it will not assert, or defend itself on the basis that the Seller Tariff is inconsistent with this Agreement.

Section 18.19 No Recourse. Buyer shall have no claims against J. Aron or any of its Affiliates (other than Seller), any present or future holder (whether direct or indirect) of any Equity Interests in Seller, or, in the case of any of their respective Affiliates (other than Seller), shareholders, officers, directors, employees, representatives, controlling persons, executives or agents (collectively, the “Non-Recourse Persons”) with respect to the transactions contemplated under this Agreement or under any other document, certificate or instrument executed by Seller in connection herewith, such claims against such Non-Recourse Persons (including as may arise by operation of law) being expressly waived hereby. The limitations on recourse set forth in this Error! Reference source not found. shall survive any Early Termination Payment Date, Product Delivery Termination Date, or other termination or expiration of this Agreement. As used in this Error! Reference source not found., “Equity Interests” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of capital stock in such Person, or any and all equivalent ownership interests in such Person, including partnership interests, limited liability company interests and membership interests, and any and all warrants, rights or options to purchase any of the foregoing.

Section 18.20 Rate Changes.

Attachment Staff Report Item 17C
48 (a) Standard of Review. Absent the agreement of the Parties to the proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement, whether proposed by a Party (to the extent that any waiver in Error! Reference source not found. below is unenforceable or ineffective as to such Party), a non-party or FERC acting sua sponte, shall solely be the “public interest” application of the “just and reasonable” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group Inc. v. Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 (2008).
(b) Waiver. In addition, and notwithstanding Section 18.21, to the fullest extent permitted by applicable Law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under Section 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable Law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable Law or market conditions that may occur. In the event it were to be determined that applicable Law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this Error! Reference source not found. shall not apply, provided that, consistent with Section 18.21, neither Party shall seek any such changes except solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in Section 18.21.

Section 18.21 Delivering Entity Tariff. If the Delivering Entity seeks to amend the Delivering Entity Tariff during the Delivery Period, such amendment will not in any way affect this Agreement without the prior written consent of Buyer. Seller shall cause the Delivering Entity to agree that the Delivering Entity will not assert, or defend itself on the basis that the Delivering Entity Tariff is inconsistent with this Agreement or the Electricity Sale and Service Agreement.

IN WITNESS WHEREOF, the Parties have caused this Master Power Supply Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.
[Separate Signature Page(s) Attached]
Attachment Staff Report Item 17C
Signature Page to the Master Power Supply Agreement
ARON ENERGY PREPAY [__] LLC
By: J. Aron & Company LLC, its Manager
By:____________________________________
Name:______________________________
Title:_______________________________
Attachment Staff Report Item 17C
Signature Page to the Master Power Supply Agreement

CALIFORNIA COMMUNITY CHOICE

FINANCING AUTHORITY
By:____________________________________
Name:______________________________
Title:_______________________________
Attachment Staff Report Item 17C
A-1
EXHIBIT A-1
BASE QUANTITIES; BASE DELIVERY POINTS; COMMODITY REFERENCE PRICES
[To be attached.]
Attachment Staff Report Item 17C
A-2
EXHIBIT A-2

ASSIGNED RIGHTS AND OBLIGATIONS
[To be attached.]
Attachment Staff Report Item 17C
B-1

EXHIBIT B

NOTICES
IF TO SELLER: Aron Energy Prepay [__] LLC
c/o J. Aron & Company LLC
200 West Street
New York, NY 10282
Email: [email protected]
Trading: Timothy Capuano
Telephone: (212) 357-2542
[email protected]
Scheduling: Email: [email protected]
Direct Phone: (212) 855-6188
Fax: (212) 493–9847
Kelly Brooks
Email: ficc-jaron [email protected]
Direct Phone: (212) 855-6188
Fax: (212) 493-9847
Payments/Invoicing: Telephone: (212) 855-0880
[email protected]
General Notices: Andres E. Aguila
Telephone: (212) 855-6008
Fax: (212) 291-2124
[email protected]
IF TO BUYER: California Community Choice Financing Authority 1125 Tamalpais Avenue
San Rafael, CA 94901
Email: [email protected] and [email protected]
Attachment Staff Report Item 17C
C-1

EXHIBIT C

PRODUCT REMARKETING
Section 1. Defined Terms. Capitalized terms used but not otherwise defined in this Exhibit shall have the meanings given to such terms in the Agreement, unless otherwise indicated.

The following terms, when used in this Exhibit C and identified by the capitalization of the first letter thereof, have the respective meanings set forth below, unless the context otherwise requires.

In the event that any of the provisions of the Code or the Treasury Regulations referenced in Section 1 of this Exhibit C (the “Original Code Provisions”) (x) cease to be effective or no longer apply to remarketing and remediation under this Agreement and (y) upon or following such change to the Original Code Provisions, other Code provisions, Treasury Regulations or Laws apply to remarketing and remediation under this Agreement (the “New Code Provisions”), then the references herein to any such Original Code Provisions shall be deemed to refer to the applicable New Code Provisions.
“Code” means the Internal Revenue Code of 1986, as amended. “Daily Remarketing Notice” has the meaning specified in Section 3(c) of this Exhibit C. “Deemed Remarketing Notice” has the meaning specified in Section 3(d) of this Exhibit C. “Expired Non-Private Business Sales Ledger” has the meaning specified in Section 9(a) of this Exhibit C.
“Expired Private Business Sales Ledger” has the meaning specified in Section 9(a) of this Exhibit C.
“Initial Remarketing” has the meaning specified in Section 5 of this Exhibit C. “Ledger Entry” has the meaning specified in Section 7(b) of this Exhibit C. “Ledger Event” has the meaning specified in Section 9(c) of this Exhibit C. “Minimum Remarketing Sales Price” is, for each MWh of Base Product and Hour, an amount determined by the following formula:

MRSP = RRPP – (RRPP x (RRA/CLB))
Where:

MRSP = The Minimum Remarketing Sales Price for such MWh of Base Product and Hour
RRPP = The Remediation Remarketing Purchase Price for one MWh of Base Product and Hour
RRA = The balance of the Remarketing Reserve Fund at such time Attachment Staff Report Item 17C
C-2
CLB = The combined cash balance of the Non-Private Business Sales Ledger and the Private Business Sales Ledger at such time “Municipal Utility” means any Person that (i) is a “governmental person” as defined in Treasury Regulations Section 1.141-1(b), and (ii) owns either or both a Base Product distribution utility or an electric distribution utility (or provides Product or natural gas at wholesale to entities described in clause (i) that own such utilities). Buyer shall from time to time to the extent necessary revise the definition of “Municipal Utility” to conform to the applicable provisions of the Code or Treasury Regulations by delivery of written notice to Seller setting forth the revised definition together with a Tax Opinion.
“Non-Private Business Remarketing Proceeds” means all proceeds received by Buyer under Section 5(c) of this Exhibit C from the Delivering Entity’s remarketing of Base Product in any Non-Private Business Sale.
“Non-Private Business Sale” means a sale (other than a Qualified Sale) of Base Product to a “governmental person” as defined in Treasury Regulation Section 1.141-1(b) that in each case agrees in writing to not use any part of such Base Product for a Private Business Use. “Non-Private Business Sales Ledger” has the meaning specified in Section 7(a)(i) of this Exhibit C.
“Non-Qualifying Remarketing Limit” means a quantity of Product, in MWhs, equal to 10% of the total quantity of Base Product set forth in Exhibit A-1 to be delivered hereunder, as such Non-Qualifying Remarketing Limit may be increased from time to time upon receipt by Buyer and Seller of a Tax Opinion setting forth a higher Non-Qualifying Remarketing Limit. “Private Business Remarketing Limit” means a quantity of Product, in MWhs, equal to (a) $15,000,000, divided by (b) the Specified Fixed Price, as such Private Business Remarketing Limit may be increased from time to time upon receipt by Buyer and Seller of a Tax Opinion setting forth a higher Private Business Remarketing Limit. “Private Business Remarketing Proceeds” means all proceeds received by Buyer under Section 5(d) of this Exhibit C in connection with the Delivering Entity’s remarketing of Base Product in any Private Business Sale.
“Private Business Sale” means any sale of Base Product other than in a Non-Private Business Sale or a Qualified Sale.
“Private Business Sales Ledger” has the meaning specified in Section 7(a)(ii) of this Exhibit C.
“Private Business Use” has the meaning ascribed to such term in Section 141 of the Code. “Qualified Sale” means any sale of Product or natural gas:
(x) to a Municipal Utility that agrees in writing (i) to use all of such Product or natural gas for a Qualifying Use that is not a Private Business Use and (ii) not to count any purchase of Attachment Staff Report Item 17C
C-3
such Product or natural gas towards any remediation obligations such Municipal Utility may have with respect to proceeds received from the sale of property purchased with tax-exempt financing proceeds other than the Bonds; or
(y) that would not (i) cause interest on the Bonds to be included, or increase the risk of interest on the Bonds of being included, in gross income for purposes of federal income taxation under applicable Law at the time of such sale, or (ii) count towards any limit under applicable Law at the time of such sale, beyond which limit interest on the Bonds would become included in gross income for purposes of federal income taxation after the passage of time and lack of any remediation.

Buyer shall from time to time to the extent necessary revise the definition of “Qualified Sale” to conform to the applicable provisions of the Code or Treasury Regulations by delivery of written notice to Seller setting forth the revised definition together with a Tax Opinion. “Qualifying Use” with respect to Product or natural gas has the meaning ascribed to such term in Treasury Regulations Section 1.148-1(e)(2)(iii)(A)(2) or (B)(2), as applicable. “Remarketing Fee” has the meaning specified in Exhibit F. “Remarketing Notice” means either a Daily Remarketing Notice or a Monthly Remarketing Notice, but shall not include a Deemed Remarketing Notice. “Remarketing Reserve Fund” means an account established under the Trust Indenture into which Buyer shall deposit the amounts specified in Section 5(e) of this Exhibit C. “Remediation Remarketing” means the remarketing of Product or natural gas in Qualified Sales by either of Buyer or the Delivering Entity pursuant to Section 8 of this Exhibit C in an effort to reduce to zero any Ledger Entry balances in either the Non-Private Business Sales Ledger or the Private Business Sales Ledger.
“Remediation Remarketing Purchase Price” has the meaning specified in Section 8(a)(ii)(B) of this Exhibit C.
“Tax Opinion” means an [Opinion of Bond Counsel or Special Tax Counsel (as defined in the Trust Indenture)] to the effect that an action proposed to be taken or an event will not, in and of itself, cause interest on the applicable Bonds to be included in gross income for purposes of federal income taxation.
“Treasury Regulations” means the U.S. Treasury Regulations under the Code.

Section 2. Buyer’s Right and Obligation to Request Remarketing. Buyer may, and, if required to do so under the Trust Indenture or Article VII of the Agreement shall, and the Project Participant (subject to the conditions set forth in the Clean Energy Purchase Contract) may, request the Delivering Entity to remarket, pursuant to this Exhibit C, all or a specified part of the applicable Quantities for any Delivery Point.

Section 3. Remarketing Notice.

Attachment Staff Report Item 17C
C-4
(a) Generally. To request remarketing under this Exhibit C, Buyer or the Project Participant must issue a Remarketing Notice substantially in the form attached as Attachment 3 of Exhibit G to the Agreement, which Remarketing Notice must state the portion of the applicable Quantity to be remarketed in each Hour in each Day from each relevant Delivery Point.
(b) Monthly Remarketing Notice. Buyer or the Project Participant may designate a Remarketing Notice as a “Monthly Remarketing Notice” if the Remarketing Notice is delivered to the Delivering Entity not later than three Business Days prior to the start of the first Month in which it applies, and applies to a period of one Month or more; provided furthermore that, in the event Seller is obligated to remarket Base Quantities under Section 3.2 of the Agreement, Buyer shall be deemed to have delivered a Monthly Remarketing Notice with respect thereto.
(c) Daily Remarketing Notice. Buyer or the Project Participant may designate a Remarketing Notice as a “Daily Remarketing Notice” if the Remarketing Notice is delivered to the Delivering Entity not later than three Business Days prior to the start of the first Day in which it applies.
(d) Deemed Remarketing Notice. Any other notice to remarket Base Product given by Buyer (or deemed to be given by Buyer pursuant to Section 4.2 of the Agreement) will be a “Deemed Remarketing Notice.”
Section 4. Delivering Entity’s Remarketing Obligations Generally. (a) Sales for Buyer’s Account. All Base Product remarketed by the Delivering Entity pursuant to this Exhibit C shall be for the benefit of Buyer, meaning all remarketed Base Product shall first be sold by the Delivering Entity to Buyer and then resold by or for the account of Buyer pursuant to the terms and provisions of this Exhibit C. (b) Limitation on Seller Duties. The Delivering Entity may act directly as principal to the remarketing buyer, or may cause a supplier to the Delivering Entity to act directly as principal to the remarketing buyer. Neither the Delivering Entity nor any Person acting on the Delivering Entity’s behalf shall owe any fiduciary duties to Buyer with respect to the remarketing of any Base Product. Buyer acknowledges and agrees that the Delivering Entity or a Person acting on the Delivering Entity’s behalf in remarketing Base Product may have other supplies of Base Product available to sell to potential remarketing buyers, and Base Product designated for remarketing shall not be entitled to any preference over any such other supplies of Base Product. (c) Monthly Records. The Delivering Entity shall prepare, maintain and provide monthly to Buyer and Seller accurate and complete records showing (i) the identity of each purchaser in a Qualified Sale, a Non-Private Business Sale, or a Private Business Sale undertaken by the Delivering Entity on Buyer’s behalf, (ii) the aggregate amount of Base Product remarketed under this Agreement in Qualified Sales, (iii) the aggregate amount of Base Product remarketed under this Agreement in Non-Private Business Sales, and (iv) the aggregate amount of Base Product remarketed under this Agreement in Private Business Sales. Notwithstanding the foregoing or anything to the contrary herein, in the event that either Party (x) reasonably Attachment Staff Report Item 17C
C-5
determines that interest on the Bonds is not excluded from gross income for federal income tax purposes due to a change in Law, (y) receives an opinion of counsel to such effect (provided that such opinion of counsel shall be rendered by counsel of nationally recognized standing in matters pertaining to the tax exempt status of interest on obligations issued by states and their political subdivisions, duly admitted to the practice of law before the highest court of any state of the United States) and (z) notifies the other Party of such determination (which notice shall include a copy of the opinion of counsel referenced in clause (y)), then (I) the terms of this Exhibit C regarding the remediation obligations of the Parties shall cease to apply and shall be of no further force and effect, and (II) Seller shall no longer maintain the records described in the immediately preceding sentence and shall not record Ledger Entries or otherwise maintain the ledgers described in Error! Reference source not found. and Error! Reference source not found. of this Exhibit C. (d) Remission of Sales Proceeds. Any amounts due to Buyer for Base Product remarketed by the Delivering Entity or purchased by the Delivering Entity under this Exhibit C shall be remitted to Buyer pursuant to Section 14.2 of the Agreement in the Month following the Month in which such Base Product is remarketed or purchased, as applicable.

Section 5. Initial Remarketing. The following provisions shall apply to the initial remarketing of any Base Product to be remarketed by the Delivering Entity pursuant to a Remarketing Notice (an “Initial Remarketing”):
(a) Delivering Entity’s Remarketing Duties. The Delivering Entity shall use Commercially Reasonable Efforts to remarket or cause to be remarketed all Base Product specified for Initial Remarketing. In exercising such Commercially Reasonable Efforts, the Delivering Entity shall first attempt to remarket or cause to be remarketed all Base Product specified in a Remarketing Notice in Qualified Sales and then, if the Delivering Entity is unable to remarket all of such Base Product for such purposes, in Non-Private Business Sales. If the Delivering Entity is unable to remarket all or any portion of the Base Product designated in a Remarketing Notice in Qualified Sales and Non-Private Business Sales, then the Delivering Entity shall purchase such Base Product for its own account at the prices set forth in Section 5(d) of this Exhibit C as if such Base Product had been remarketed to it.
(b) Floor Price. The Delivering Entity shall not be required to remarket any Base Product in an Initial Remarketing for any Hour at a net price to the Delivering Entity (after deducting all transportation costs and all other costs) that is anticipated to be less than (i) the Day-Ahead Market Price applicable to such Base Product and Hour in the case of an Initial Remarketing pursuant to a Monthly Remarketing Notice, or (ii) the Real-Time Market Price applicable to such Base Product and Hour in the case of an Initial Remarketing pursuant to a Daily Remarketing Notice.
(c) Proceeds from Qualified Sales and Non-Private Business Sales. (i) For any Base Product specified in a Monthly Remarketing Notice that the Delivering Entity remarkets in a Qualified Sale or Non-Private Business Sale, Seller shall pay to Buyer the actual proceeds of such remarketing received by the Delivering Entity, less the Remarketing Fee per MWh sold; provided that the aggregate amount paid by Seller under this clause (i) for any Month shall not be less than the Attachment Staff Report Item 17C
C-6
aggregate quantity so remarketed during such Month multiplied by the Net Participant Price.
(ii) For any Base Product specified in a Daily Remarketing Notice that the Delivering Entity remarkets in a Qualified Sale or Non-Private Business Sale, Seller shall pay to Buyer the actual proceeds of such remarketing received by the Delivering Entity, less the Remarketing Fee per MWh sold, provided that the aggregate amount paid by Seller under this clause (ii) for any quantity of Base Energy remarketed shall not be less than the result of (x) the quantity so remarketed multiplied by (y) the product of the Real-Time Market Price(s) for the relevant Hour(s) multiplied by the applicable Monthly Discount Percentage (as defined in the Clean Energy Purchase Contract) with respect to any Base Product specified in a Daily Remarketing Notice. (iii) In the event the payment due date under a Qualified Sale or Non-Private Business Sale has not yet occurred prior to the date upon which payment is due under this Agreement for the applicable Month, the Parties shall nonetheless issue statements as if the full amount from such Qualified Sale or Non-Private Business Sale had been paid and, if such full payment is not received prior to the next monthly due date under this Agreement, the Parties shall issue the appropriate statements to reflect the actual proceeds received and true-up any difference.
(d) Proceeds from Private Business Sales.
(i) For any Base Product specified for any Hour of any Day in a Monthly Remarketing Notice that is not remarketed in a Qualified Sale or Non-Private Business Sale, Seller shall pay to Buyer the positive result determined by the following formula with respect to each Delivery Point to which such Monthly Remarketing Notice applied, provided that the aggregate amount paid by Seller under this clause (i) for any Month shall not be less than the aggregate quantity so remarketed during such Month multiplied by the Net Participant Price:

P = Q x (DAMP – RF)
Where:

P = The amount payable by Seller under this Section 5(d)(i) for such Day and Delivery Point
Q = The quantity of such Base Product for such Day purchased by Seller with respect to such Delivery Point
DAMP = The Day-Ahead Market Price for such Delivery Point and Hour RF = The Remarketing Fee
(ii) For any Base Product specified for any Hour or portion thereof in a Daily Remarketing Notice that is not remarketed in a Qualified Sale or Non-Private Business Sale, Seller shall pay to Buyer the positive result determined by the following Attachment Staff Report Item 17C
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formula with respect to each Delivery Point to which such Daily Remarketing Notice applied:

P = Q x (RTMP – RF)
Where:

P = The amount payable by Seller under this Section 5(d)(ii) for such Hour or portion and Delivery Point
Q = The quantity of such Base Product for such Hour or portion remarketed with respect to such Delivery Point
RTMP = The Real-Time Market Price for such Delivery Point and Hour or portion
RF = The Remarketing Fee
(e) Deposits to Remarketing Reserve Fund. Any proceeds received by Buyer under this Section 5 for Base Product remarketed in sales other than Qualified Sales that exceed the amount Buyer would have received for the same quantity of Base Product at the Net Participant Price shall be deposited in the Remarketing Reserve Fund.

Section 6. Deemed Remarketing. For any Base Product specified or deemed to be specified for any Hour in a Deemed Remarketing Notice, Seller shall pay to Buyer the positive result determined by the following formula with respect to each Delivery Point to which such Deemed Remarketing Notice applied:

P = Q x (SP – RF– AF)
Where:

P = The amount payable by Seller under this Section 6 for such Delivery Point and Hour
Q = The quantity of such Base Product remarketed with respect to such Delivery Point and Hour
SP = The price at which the Delivering Entity, acting in a Commercially Reasonable manner, resells for delivery in such Hour at such Delivery Point any Base Product not then and there received by Buyer, deducting from such proceeds any (i) costs reasonably incurred by the Delivering Entity in reselling such Base Product and (ii) additional transmission charges, if any, reasonably incurred by the Delivering Entity in delivering such Base Product to the third party purchasers, or at the Delivering Entity’s option, the market price for such Hour at the Delivery Point for such Product not received as determined by the Delivering Entity in a Commercially Reasonable manner; provided, Attachment Staff Report Item 17C
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however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall the Delivering Entity be required to utilize or change its utilization of its owned or controlled assets, including contractual assets, or market positions to minimize Buyer’s liability. For purposes of the foregoing, the Delivering Entity shall be considered to have resold such Base Product to the extent the Delivering Entity shall have entered into one or more arrangements in a Commercially Reasonable manner whereby the Delivering Entity repurchases its obligation to purchase and receive the Base Product from another party in such Hour at such Delivery Point
RF = The Remarketing Fee
AF = Either (i) to the extent such Deemed Remarketing Notice results from Buyer’s failure to Schedule pursuant to Section 4.2 of the Agreement, the Administrative Fee, or (ii) zero.

Section 7. Tracking Remarketing Proceeds.
(a) Ledgers. The Delivering Entity shall maintain four separate ledgers related to remarketing proceeds as described below:
(i) One ledger (the “Non-Private Business Sales Ledger”), to which Seller shall credit, (A) as dollar credits, the Non-Private Business Remarketing Proceeds, and (B) as MWh credits, the MWhs of Base Product purchased or remarketed to produce such Non-Private Business Remarketing Proceeds.
(ii) Another ledger (the “Private Business Sales Ledger”), to which Seller shall credit, (A) as dollar credits, Private Business Remarketing Proceeds, and (B) as MWh credits, the MWhs of Base Product purchased or remarketed to produce such Private Business Remarketing Proceeds.
(iii) The other two ledgers shall be maintained, credited, and debited as described in Section 9(a) of this Exhibit C.
(b) Date of Ledger Entries. The credits to be recorded in the ledgers described in Section 7(a)(i) and Section 7(a)(ii) of this Exhibit C (collectively, the “Ledger Entries”) shall be dated as of the first Day of the Month prior to the Month in which Buyer or the Project Participant receives the proceeds corresponding to such Ledger Entries. (c) Aggregation of Ledgers. The four ledgers described in Sections 7(a) and 9(a) of this Exhibit C and all debits and credits to such ledgers shall be kept on an aggregate basis for purposes of this Exhibit C.
(d) Disqualified Sales. Buyer shall provide to the Delivering Entity all reports provided by the Project Participant pursuant to Section 7.5 of the Clean Energy Purchase Contract.

To the extent set forth in Section 7.6(a) of the Clean Energy Purchase Contract, the Delivering Entity will add “Disqualified Sale Proceeds” to the appropriate ledgers described above. Buyer Attachment Staff Report Item 17C
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agrees to cause any payment made by the Project Participant pursuant to Section 7.6(c) of a Clean Energy Purchase Contract to be deposited into the Debt Service Account (as defined in the Trust Indenture).
(e) Remarketing of and Remediation with Storage Products. For any remarketing proceeds relating to Assigned Products measured in kW-month, the Parties acknowledge and agree that such proceeds shall be recorded in the applicable ledgers on a MWh basis calculated as the result of (i) the total dollar proceeds of any such remarketing divided by (ii) (x) $[____] for Assigned Products during the Initial Assignment Periods and (y) $[____]4for Assigned Products outside of the Initial Assignment Periods. Any Remarketing Fee relating thereto shall be calculated on a per MWh basis consistent with the result of the conversion to MWhs pursuant to the preceding sentence.

Section 8. Remediation Remarketing.
(a) Remarketing. At any time that the Ledger Entry balance of either the Non-Private Business Sales Ledger or the Private Business Sales Ledger is greater than zero:
(i) Buyer shall exercise or shall cause the Project Participant to exercise Commercially Reasonable Efforts to utilize the proceeds represented by the dollar balances of such Ledger Entries to purchase Product for resale in Qualified Sales and shall promptly notify the Delivering Entity following such purchase and sale. Additionally, Seller and Buyer acknowledge and agree that any purchases of Assigned PAYGO Products by the Project Participant shall be applied to the reduction of any such Ledger Entries. (ii) The Delivering Entity shall exercise Commercially Reasonable Efforts to locate opportunities for Buyer to purchase Product to sell in Qualified Sales to remediate the proceeds represented by the dollar balances of the Ledger Entries. In this regard, if the Delivering Entity locates a Remediation Remarketing opportunity, then (A) the Delivering Entity shall notify Buyer of such opportunity; (B) Buyer shall, upon receipt of such notice, purchase Product from the Delivering Entity at a price determined by the Delivering Entity in a Commercially Reasonable manner based upon applicable market prices at the location where the remarketing opportunity sale will occur (the “Remediation Remarketing Purchase Price”);
(C) the Delivering Entity shall remarket such Product on Buyer’s behalf in a Qualified Sale;
(D) Seller shall remit to Buyer the proceeds collected by the Delivering Entity from such Qualified Sale, but in no event shall Seller remit less than the Minimum Remarketing Sales Price for the remarketing transaction; provided, however, that to the extent Seller does not receive the Remediation Remarketing Purchase Price from Buyer prior to the Remediation Remarketing 4 NTD: To list the applicable Fixed Prices under the Buyer Swap as determined at pricing.

Attachment Staff Report Item 17C
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described herein, Seller shall credit the proceeds collected by the Delivering Entity from such remarketing sale against the Remediation Remarketing Purchase Price owed to Seller, and Seller shall be reimbursed from the Remarketing Reserve Fund to the extent necessary to make the Delivering Entity whole for such Qualified Sale; and
(E) the Delivering Entity shall issue to Buyer a confirmation notice (including the dollar price and MWhs) of each purchase of Product by or on behalf of Buyer, and each sale of Product on Buyer’s behalf, under this Section 8(a)(ii), and amounts due from or to Buyer shall be separately stated on the Billing Statement for the Month in which such remarketing transactions occur.

For the avoidance of doubt, the Delivering Entity shall not sell, nor shall it be required to sell, Product to Buyer for a Remediation Remarketing if such Product is to be remarketed by the Delivering Entity on behalf of Buyer for less than the Minimum Remarketing Sales Price. (b) Indemnification of Buyer. Unless the terms of a Remediation Remarketing undertaken by the Delivering Entity on Buyer’s behalf are specifically assumed by Buyer, Seller shall indemnify Buyer for any costs or liabilities associated with such Remediation Remarketing (other than costs related to the price at which such Product is sold and the risk of collecting the sale proceeds from the remarketing buyer), including, without limitation, any cover or replacement costs; termination payments; fees, penalties, costs or charges (in cash or in kind) assessed by any Transmission Provider for failure to satisfy its balance or nomination requirements; Claims for breach of warranty; taxes, fees, levies, penalties, licenses or charges imposed by any Government Agency; and Claims from personal injury or property damages. (c) Electric Energy Remediation Debits. The total purchase price of any Product purchased by Buyer or the Delivering Entity pursuant to Section 8(a) of this Exhibit C will be entered by the Delivering Entity as a dollar debit on (i) first, the Private Business Sales Ledger, if and to the extent such ledger has a positive balance and such Product is remarketed in a Qualified Sale and (ii) second, on the Non-Private Business Sales Ledger, if and to the extent such ledger has a positive balance, the Private Business Sales Ledger has a zero balance, and such Product is remarketed in a Qualified Sale, with such debit in the case of (i) or (ii) dated as of the last day of the Month in which such Product was purchased. Each dollar debit shall offset and reverse an equal amount of the dollar credits to such ledger (that have not previously been transferred to the Expired Non-Private Business Sales Ledger or the Expired Private Business Sales Ledger) in the order in which they were made (beginning with the oldest credit not previously offset and reversed by any prior debit). Whenever a debit is made to the dollar balance of the Ledger Entries of either such ledger, the Delivering Entity shall also debit the Product balance of the Ledger Entries of such ledger based on (i) such dollar debit divided by (ii) an average Product price calculated from the net Ledger Entry then present on the relevant ledger being debited. For the avoidance of doubt, neither the Non-Private Business Sales Ledger nor the Private Business Sales Ledger shall ever have a negative balance, and the same purchase transaction shall not result in a debit to more than one ledger except to the extent that a debit for the transaction causes one ledger to have a zero balance and the remaining portion of the permitted debit is made to the other ledger. To the extent any Product sold in a remediation sale is measured in kW-mo, such sales Attachment Staff Report Item 17C
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shall be converted to MWh for the purpose of entering credits to the applicable ledger consistent with the formula set forth in Section 7(e) above.
(d) Natural Gas Remediation. In addition to the ability of the Delivering Entity or Buyer to engage in Remediation Remarketing to reduce the balances of any Ledger Entries through Qualified Sales of Product, the proceeds represented by the dollar balances of such Ledger Entries may also be remediated through the purchase of natural gas that will be remarketed in Qualified Sales. If the Delivering Entity locates an opportunity for Buyer to purchase natural gas for a Remediation Remarketing, the provisions of Section 8(a)(ii) of this Exhibit C shall apply to such opportunity with the following modifications: (i) every occurrence of the term “Product” shall be replaced with “natural gas” and (ii) the definition of Minimum Remarketing Sales Price shall be revised to replace every occurrence of “MWh of Product” with “MMBtu of natural gas.” For the purposes of entering MWh debits to the Ledger Entries in accordance with Section 8(c) of this Exhibit C for any Remediation Remarketing of natural gas, a quantity of MMBtus will be debited based on (i) the total proceeds paid for such natural gas divided by (ii) an average Product price calculated from the net Ledger Entry then present on the relevant ledger being debited. (e) Other Remediation Debits. In the event that (i) the Project Participant remediates the proceeds represented by the dollar balances of the Ledger Entries pursuant to Section 7.5 of the Clean Energy Purchase Contract or (ii) Bonds are redeemed pursuant to the provisions of Section 7.6(c) of the Clean Energy Purchase Contract and Section 4.01(b) of the Trust Indenture, the corresponding Ledger Entries then present on any ledger shall be debited.

Section 9. Ledger Event.
(a) Expired Entry Ledgers. In addition to the Non-Private Business Sales Ledger and the Private Business Sales Ledger described in Sections 7(a)(i) and 7(a)(ii) of this Exhibit C, above, Seller shall also maintain an “Expired Non-Private Business Sales Ledger” and an “Expired Private Business Sales Ledger”. Whenever a credit to the dollar balance of the Ledger Entries of the Non-Private Business Sales Ledger has not been reversed in full within two years of the date of such credit by an offsetting dollar debit in accordance with such Section 8(c) or Section 8(d) of this Exhibit C, then Seller shall (i) debit the remaining portion of such dollar credit and the Product balance of the Ledger Entries in the manner described in the penultimate sentence of Section 8(c) and (ii) record such debits as credits to the Expired Non-Private Business Sales Ledger. Similarly, whenever a credit to the dollar balance of the Ledger Entries of the Private Business Sales Ledger has not been reversed in full within two years of the date of such credit by an offsetting dollar debit in accordance with Section 8(c) or Section 8(d) of this Exhibit C, then Seller shall (i) debit the remaining portion of such dollar credit and the Product balance of the Ledger Entries in the manner described in the penultimate sentence of such Section 8(c) and (ii) record such debits as credits to the Expired Private Business Sales Ledger. (b) Reports to Buyer.
(i) No later than the tenth day of each Month, the Delivering Entity shall provide to Buyer copies of the Non-Private Business Sales Ledger, the Private Business Sales Ledger, the Expired Non-Private Business Sales Ledger and the Expired Private Business Sales Ledger showing all credits and debits to each such ledger since the Attachment Staff Report Item 17C
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Execution Date, in each case if a credit has been recorded in such ledger since the Execution Date.
(ii) Additionally, if at any time (i) the credits to the dollar balance of the Ledger Entries of a Non-Private Business Sales Ledger or a Private Business Sales Ledger have not been reversed within twenty-two (22) Months of being recorded and (ii) the continued failure to reverse such credits within two years of being recorded would result in a Ledger Event (under Section 9(c) below), then Seller no later than the tenth (10th) day of the 22nd Month following the entry of such credits shall provide notice to Buyer of the potential for the occurrence of a Ledger Event and request that Buyer consult with Special Tax Counsel regarding (A) a partial redemption of the Bonds as a remedial action with respect to such potential Ledger Event and (B) the possibility of delivery of a Tax Opinion if such a Ledger Event occurs.
(c) Ledger Event. A “Ledger Event” shall occur if, at any time, either (i) (A) the sum of all MWh credits on an Expired Non-Private Business Sales Ledger and the corresponding Expired Private Business Sales Ledger exceeds (B) the Non-Qualifying Remarketing Limit, or (ii) (A) the sum of all MWh credits on an Expired Private Business Sales Ledger exceeds (B) the Private Business Remarketing Limit, unless Buyer has obtained a Tax Opinion with respect to either (I) such event or (II) any remedial action that may have been taken with respect to the Bonds.
(d) Sole Remedies. The occurrence of a Ledger Event and any remedies associated therewith in Article XVII of the Agreement shall be Buyer’s sole and exclusive remedies with respect to any inability by the Delivering Entity to purchase and remarket Product for Buyer pursuant to, or any breach by the Delivering Entity of its obligations under, this Exhibit C.

Section 10. Third Party Remarketing Agent. To the extent that the net Ledger Entry balance of either the Non-Private Business Sales Ledger or the Private Business Sales Ledger is greater than zero (0) for a period of twelve (12) Months or longer, Seller may appoint a third party remarketing agent to remediate the outstanding Ledger Entries instead of the Delivering Entity; provided that such third party remarketing agent must agree to (a) remediate such Ledger Entries consistent with the terms of this Exhibit C and (b) exercise Commercially Reasonable Efforts to enter into remarketing sales to the extent that Buyer, the Delivering Entity or J. Aron locate opportunities for remarketing sales after such third party remarketing agent’s appointment.

Section 11. Buyer Right to Request to Purchase Remarketed Product. Notwithstanding any other provision of this Exhibit C, Buyer may request in a Remarketing Notice delivered to Seller that Buyer be the remarketing buyer of the quantities of Product described in such Remarketing Notice, in which case Seller will sell such remarketed Product to Buyer at a price, at Delivery Point(s) and on date(s) to be mutually agreed (but the price shall in no event be less than the Net Participant Price) by the Parties, provided that Seller shall be obligated to remarket such Product to Buyer only if all of the following conditions are satisfied:
(i) Buyer is not in default under any Transaction Document; Attachment Staff Report Item 17C
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(ii) Buyer has certified to Seller in the Remarketing Notice that the condition in clause (a) above is true;
(iii) Buyer has provided such adequate assurances of Buyer’s performance, if any, as may have been reasonably requested by Seller; (iv) there is a master agreement in effect between Buyer and Seller that will govern the remarketing transaction between Buyer and Seller; and (v) Buyer covenants to resell the Product only in Qualified Sales.

Section 12. Remarketing of Assigned Product.
(a) Notwithstanding anything to the contrary herein but subject to clause (b) of this Section 12, if (i) a quantity of Assigned Product less than the Assigned Prepay Quantity is delivered hereunder in any Month during an Assignment Period for any reason other than Force Majeure (including under the circumstances specified in Section 14.1(b)(ii)) or (ii) an Assigned PPA FM Remarketing Event (as defined in Exhibit F) is in effect with respect to an Assigned PPA, then (A) Buyer will be deemed to have requested Seller to remarket the Assigned Product not delivered (regardless of whether a Remarketing Notice was delivered) and (B) Seller shall sell such Product or cause such Product to be sold in a Private Business Sale at the APC Contract Price minus the applicable Remarketing Fee. Seller shall pay Buyer for any such Month the product of (I) the Assigned Prepay Quantity, less the amount of Assigned Product actually delivered, multiplied by (II) the APC Contract Price minus the applicable Remarketing Fee – and all such sales shall constitute a Private Business Sale and shall be reflected on the Private Business Sales Ledger.
(b) In the event that (i) Assigned Product is remarketed consistent with clause (a) above and (ii) Assigned PAYGO Product is delivered under any Assigned PPA in the Month in which such remarketing occurs, then (A) the purchase by the Project Participant of such Assigned PAYGO Product for the Month in which such remarketing occurs shall be deemed without duplication to remediate the remarketing proceeds associated with the other Assigned Product remarketed for such Month in the amount of the Project Participant’s payment(s) for Assigned PAYGO Products for such Month pursuant to the PPA Custodial Agreement, (B) no Ledger Entries shall be entered and no Remarketing Fee shall apply to the extent such remarketing proceeds are remediated pursuant to clause (A) and (C) any remarketing proceeds remediated pursuant to this clause (b) shall be excluded from the calculation of Assigned Prepay Quantity shortfalls under clauses (i) and (ii) of the definition of Remarketing Fee in Exhibit F. Seller acknowledges and agrees that the Project Participant’s payment for other Assigned PAYGO Products shall be applied to remediation of remarketing proceeds hereunder in accordance with the Project Participant’s written instructions provided pursuant to the PPA Custodial Agreement.

Attachment Staff Report Item 17C
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EXHIBIT D-1

TERMINATION PAYMENT SCHEDULE
Month of Early
Termination Payment
Date
Early Termination Payment
Date (If Not a Business Day,
Preceding Business Day)
Termination Payment
($)
(To be attached.)
Attachment Staff Report Item 17C
D-2
EXHIBIT D-2

TERMINATION PAYMENT ADJUSTMENT SCHEDULE
[To come for subsequent periods.]
Attachment Staff Report Item 17C
D-3
EXHIBIT D-3

POST-TERMINATION PAYMENT SCHEDULE
[To be attached.]
Attachment Staff Report Item 17C
E-1

EXHIBIT E

RECEIVABLES PURCHASE EXHIBIT
[To be attached.]
Attachment Staff Report Item 17C
F-1

EXHIBIT F

PRICING AND OTHER TERMS
Prepayment: $[____]
Prepayment Outside Date: [____]
Delivery Period: shall commence on [____] and shall continue in effect until the end of the day on [____] or earlier upon the Product Delivery Termination Date.

Remarketing Fee: $0.50/MWh, provided that:
(i) to the extent that (x) less than 95% of the aggregate Assigned Prepay Quantities are actually delivered under an Assigned PPA in four consecutive Months and (y) such under-deliveries are not a result of Force Majeure, the Remarketing Fee applicable to the remarketing of Assigned Product under such Assigned PPA commencing with Seller’s remarketing payment for the fourth consecutive Month of under-deliveries shall be $2.00/MWh until such Assigned PPA has delivered 95% or more of the aggregate Assigned Prepay Quantities for three consecutive Months; (ii) to the extent that none of the Assigned Prepay Quantities are actually delivered under an Assigned PPA for six consecutive Months due to Force Majeure, then (x) an “Assigned PPA FM Remarketing Event” shall be in effect until such Assigned PPA has delivered 95% or more of the aggregate Assigned Prepay Quantities for three consecutive Months and (y) the Remarketing Fee applicable to the remarketing of Assigned Product under such Assigned PPA commencing with Seller’s remarketing payment for the sixth consecutive Month of non-deliveries shall be $2.00/MWh while such Assigned PPA FM Remarketing Event is continuing and in effect; and
(iii) the Remarketing Fee shall be zero with respect to any Product remarketed to Buyer in accordance with Section 10 of Exhibit C;
provided that, for the purpose of determining under clauses (i) and (ii) above whether 95% of the aggregate Assigned Prepay Quantities are delivered in any Month under an Assigned PPA that includes separate Assigned Prepay Quantities for Energy and storage Products, the Assigned Prepay Quantities for storage Products shall be converted to MWhs consistent with the formula set forth in Section 7(e) of Exhibit C in order to aggregate such Assigned Prepay Quantities for storage Products with the Assigned Prepay Quantities for Energy under such Assigned PPA.

Discount Rate Spread: [____] basis points per annum
Specified Fixed Price: $[____]/MWh
Administrative Fee: $0.50/MWh
Additional Termination Payment Applies to the Following Product Delivery Termination Events:

Not applicable
Attachment Staff Report Item 17C
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EXHIBIT G

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

1. ADDITIONAL DEFINED TERMS
In addition to the terms defined in Article I of this Agreement, the following terms used in this Communications Protocol shall have the following meanings:
“Agreement” means (i) when this Communications Protocol is attached to the Master Power Supply Agreement, the Master Power Supply Agreement and (ii) when this Communications Protocol is attached to the Clean Energy Purchase Contract, the Clean Energy Purchase Contract.
“Clean Energy Purchase Contract” means that certain Clean Energy Purchase Contract dated as of [_____], 2025 by and between Issuer and Project Participant. “Delivery Scheduling Entity” means the Delivering Entity or a Person designated by the Delivering Entity, as set forth in Attachment 4 hereto or in a subsequent written notice to Issuer and the Project Participant.
“Issuer” means California Community Choice Financing Authority, a joint powers authority and a public entity of the State of California established pursuant to the provisions of the Joint Exercise of Powers Act (Article 1, Chapter 5, Division 7, Title 1, Section 6500 et seq. of the California Government Code, as amended).
“Master Power Supply Agreement” means that certain Master Power Supply Agreement dated as of [_____], 2025 by and between Prepay LLC and Issuer that is specified as relating to the Clean Energy Purchase Contract with Project Participant. “Operational Nomination” has the meaning specified in Section 4.1.1. “Prepay LLC” means Aron Energy Prepay [__] LLC, a Delaware limited liability company. “Project Participant” means Ava Community Energy, a joint powers authority and a community choice aggregator organized under the Laws of the State of California. “Receipt Scheduling Entity” for any Delivery Point means the Project Participant, unless the Clean Energy Purchase Contract has been suspended or terminated, in which case the Receipt Scheduling Entity will be Issuer or a Person designated by Issuer for such Delivery Point in accordance with this Communications Protocol. “Relevant Contract” means the Master Power Supply Agreement and the Clean Energy Purchase Contract.

Attachment Staff Report Item 17C
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“Relevant Party” means Issuer, Prepay LLC or the Project Participant. “Relevant Third Party” means any Person that is (i) a Transmission Provider that will or is intended to transport Product to be delivered or received under the Agreement, (ii) an independent system operator or control area that coordinates the Scheduling of Product at the Base Delivery Point, (iii) Scheduling receipt of Product by Issuer or for the account of Issuer to the extent such Product has been delivered to Issuer or for the account of Issuer under the Master Power Supply Agreement, and (iv) delivering Product to Issuer or for the account of Issuer to the extent such Product is intended to be re-delivered ultimately to the Project Participant or for the account of the Project Participant under the Clean Energy Purchase Contract.
“Scheduling Entities” means the Receipt Scheduling Entity and the Delivery Scheduling Entity.

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

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

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

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

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

Attachment Staff Report Item 17C
G-3

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

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

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

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

3.3 Scheduling Coordinator. Project Participant shall designate a scheduling coordinator for the purposes of accepting Base Product delivery at the Base Delivery Point through the scheduling of ISTs.
4 INFORMATION EXCHANGE AND COMMUNICATION BETWEEN ISSUER AND

THE DELIVERING ENTITY

4.1 Communication of Operational Nomination Details.

4.1.1 Not later than three Days prior to each Day during which Base Product is required to be delivered under the Agreement, the Receipt Scheduling Entity for such Delivery Point may deliver an operational nomination in writing (the “Operational Nomination”) indicating any inability of the Project Participant to receive all of its Base Quantities during such Day, which Operational Nomination shall be without prejudice to any party’s rights under the Relevant Contracts for failure to receive Base Quantities.

If no changes to Base Quantities are so submitted, the Operational Nomination shall be deemed to nominate the full Base Quantities required to be delivered on a Day.

4.1.2 Not later than three Days prior to each Day during which Base Product is required to be delivered under the Agreement, the Delivery Scheduling Attachment Staff Report Item 17C
G-4
Entity for such Delivery Point may revise the Operational Nomination to indicate any inability of Prepay LLC to deliver all Base Quantities during such Day, which revised Operational Nomination shall be without prejudice to any party’s rights under the Relevant Contracts for failure to deliver Base Quantities.

4.2 Event-specific Communications.

4.2.1 Remarketing Notices issued by Issuer under the Master Power Supply Agreement shall be substantially in the form of Attachment 2 hereto. Any such notices to remarket must be delivered directly to Prepay LLC and the Delivery Scheduling Entity.

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

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

5.2 View Rights. To the extent requested by a Delivery Scheduling Entity or the Delivering Entity the Receipt Scheduling Entities will use Commercially Reasonable Efforts to cooperate with the Delivery Scheduling Entity and the Delivering Entity to ensure that Delivery Scheduling Entity and Prepay LLC have sufficient agency view rights from each such Scheduling Entity to allow Prepay LLC to view Base Product Scheduling at the Base Delivery Point. 6 NOTICES
Any notice, demand, request or other communication required or authorized by this Communications Protocol to be given by one Relevant Party to another Relevant Party shall be in writing, except as otherwise expressly provided herein. It shall either be sent by facsimile (with receipt confirmed by telephone and electronic transmittal receipt), courier, or personally delivered (including overnight delivery service) to the representative of the other Relevant Party designated in Attachment 1 hereto. Any such notice, demand, or request shall be deemed to be given (i) when sent by facsimile confirmed by telephone and electronic transmittal receipt or (ii) when actually received if delivered by courier or personal delivery (including overnight delivery service). Each Relevant Party shall have the right, upon written notice to the Attachment Staff Report Item 17C
G-5
other Relevant Parties, to change its address at any time, and to designate that copies of all such notices be directed to another Person at another address. 7 NO IMPACT ON CONTRACTUAL OBLIGATIONS
Except as expressly set forth herein or in an applicable Relevant Contract, nothing in this Communications Protocol nor any Relevant Party’s actions or inactions hereunder shall have any impact on any Relevant Party’s rights or obligations under the Relevant Contracts.
8 ATTACHMENTS
Attachment 1 - Key Personnel
Attachment 2 - Remarketing Notice Form
Attachment 3 - Designation of Alternate Base Delivery Points Form Attachment 4 - Designation of Scheduling Entities Form
Attachment Staff Report Item 17C
G-6
Attachment 1
Key Personnel
Delivering Entity Marketing Personnel:

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

Scheduling Team
Email: [email protected]
Direct Phone: (212) 902-8148
Fax: 212.493.9847
Matt Speltz
ICE Chat: mspeltz5
Email: [email protected]
Direct Phone: (212) 357-5429
Fax: (212) 493-9847
Other Delivering Entity Personnel:

Francois Gignac
Telephone: (212) 855-0880
[email protected]
Andres E. Aguila
Telephone: (212) 855-6008
Fax: (212) 291-2124
[email protected]
Issuer Personnel:
[email protected] and [email protected]
Project Participant Personnel:
[____]
Attachment Staff Report Item 17C
G-7
Attachment 2
Remarketing Notice Form
Date: [_____________]
To: Delivering Entity Scheduling
From: Project Participant Scheduling
This notice is being delivered pursuant to that certain Master Power Supply Agreement (the “Prepaid Agreement”) dated as of [_____], 2025 by and between Aron Energy Prepay [__] LLC (“Prepay LLC”) and California Community Choice Financing Authority (“Issuer”) and relates to the Clean Energy Purchase Contract (the “Clean Energy Purchase Contract”) dated as of [_____], 2025 by and between Issuer and Ava Community Energy (“Project Participant”). Capitalized terms not defined herein are defined in the Prepaid Agreement.

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

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

Pursuant to Section 3(b) of Exhibit C of the Clean Energy Purchase Contract, Project Participant requests that the Delivering Entity remarket in such Month(s) the following Base Quantities of Product required to be delivered at the following Delivery Points:

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

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

Attachment Staff Report Item 17C
G-8
Pursuant to Section 3(c) of Exhibit C of the Clean Energy Purchase Contract, Project Participant requests that the Delivering Entity remarket for such Hours the following Base Quantities of Product required to be delivered at the following Delivery Point:

Delivery Point (P/A, #) MWh/Hour
Submitted by Project Participant:

AVA COMMUNITY ENERGY
By: ________________________
Name:

Title:

Attachment Staff Report Item 17C
G-9
Attachment 3
Designation of Alternate Delivery Points Form
This designation is delivered pursuant to that certain Master Power Supply Agreement (the “Master Power Supply Agreement”) dated as of [_____], 2025 by and between Aron Energy Prepay [__] LLC (“Prepay LLC”) and California Community Choice Financing Authority (“Issuer”) and the Clean Energy Purchase Contract (the “Clean Energy Purchase Contract”) dated as of [_____], 2025 by and between Issuer and Ava Community Energy (“Project Participant”). Capitalized terms not defined herein are defined in the Master Power Supply Agreement and the Clean Energy Purchase Contract. [Project Participant and/or Issuer] hereby proposes the following Alternate Delivery Points for deliveries of Energy that would otherwise be made at the specified Primary Delivery Point:

ALTERNATE

DELIVERY POINT

PRIMARY

DELIVERY POINT

AFFECTED

COMMODITY

REFERENCE PRICE

PRICING POINT

ADDITIONAL

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

AGREED AND

ACCEPTED BY DELIVERING
ENTITY:
(if required)

AGREED TO AND ACCEPTED
BY PROJECT PARTICIPANT:
(if required)

AGREED TO AND ACCEPTED
BY ISSUER:

By:

Name:

Title:

By:

Name:

Title:

By:

Name:

Title:

Attachment Staff Report Item 17C
G-10
Attachment 4
Designation of Scheduling Entities Form
This designation is being delivered pursuant to that certain Master Power Supply Agreement (the “Master Power Supply Agreement”) dated as of [_____], 2025 by and between Aron Energy Prepay [__] LLC (“Prepay LLC”) and California Community Choice Financing Authority (“Issuer”) and relates to the Clean Energy Purchase Contract (the “Clean Energy Purchase Contract”) dated as of [_____], 2025 by and between Issuer and Ava Community Energy (“Project Participant”). Capitalized terms not defined herein are defined in the Master Power Supply Agreement and Clean Energy Purchase Contract.
[If delivered by Project Participant:

Receipt Scheduling Entity:

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

Name: ______________________________
Attention: ______________________________
Address: ______________________________
______________________________
Telephone: ______________________________
Fax: ______________________________]
[If delivered by the Delivering Entity:

Delivery Scheduling Entity:

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

Name: ______________________________
Attention: ______________________________
Address: ______________________________
Attachment Staff Report Item 17C
G-11
______________________________
Telephone: ______________________________
Fax: ______________________________
Submitted by:
[Project Participant or the Delivering Entity]
By: _____________________________
Name: _____________________________
Title: _____________________________
Attachment Staff Report Item 17C
SM Draft 5 May 2025

PREPAID ENERGY SALES AGREEMENT
between
ENERGY PREPAY [__], LLC
and

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY
Dated as of [____], 2025
Attachment Staff Report Item 17D

TABLE OF CONTENTS
(continued)
Page
-i-Article I. Definitions..................................................................................................................... 1 Section 1.1 Defined Terms ..................................................................................... 1 Section 1.2 Definitions; Interpretation.................................................................. 11 Article II. Execution Date and Delivery Period ...................................................................... 11 Section 2.1 Execution Date; Delivery Period ....................................................... 11 Section 2.2 Termination by Seller Prior to Prepayment ....................................... 12 Article III. Sale And Purchase.................................................................................................. 12 Section 3.1 Sale and Purchase of Energy.............................................................. 12 Section 3.2 Prepayment ........................................................................................ 12 Section 3.3 Other Amounts Payable with Respect to Assigned Products ............ 13 Section 3.4 No Obligation to Take Base Energy .................................................. 13 Section 3.5 Reduction of Contract Quantity......................................................... 13 Article IV. Failure to Deliver or Take Energy ........................................................................ 13 Section 4.1 Assigned Product ............................................................................... 13 Section 4.2 Failure to Deliver or Take Due to Force Majeure.............................. 14 Article V. Transmission and Delivery; Communications ...................................................... 14 Section 5.1 Delivery of Energy............................................................................. 14 Section 5.2 Scheduling.......................................................................................... 15 Section 5.3 Title and Risk of Loss........................................................................ 15 Section 5.4 PCC1 Product, Long-Term PCC1 Product ........................................ 15 Section 5.5 Deliveries within CAISO or Another Balancing Authority............... 18 Section 5.6 Assigned Products.............................................................................. 18 Article VI. Partial Assignments of PPAs ................................................................................. 18 Section 6.1 Future PPA Assignments................................................................... 19 Section 6.2 Updates to Exhibits A-1 and A-2....................................................... 19 Article VII. Energy Remarketing............................................................................................. 19 Section 7.1 Energy Remarketing .......................................................................... 19 Section 7.2 Delegation of Authority ..................................................................... 19 Article VIII. Representations and Warranties........................................................................ 19 Section 8.1 Representations and Warranties......................................................... 19 Attachment Staff Report Item 17D

TABLE OF CONTENTS
(continued)
Page
-ii-Section 8.2 Additional Representations and Warranties of Buyer ....................... 21 Section 8.3 Warranty of Title................................................................................ 22 Section 8.4 Funding Agreement. .......................................................................... 22 Section 8.5 Notice of PSC Remarketing Election. ............................................... 23 Article IX. Taxes ........................................................................................................................ 23 Article X. Dispute Resolution.................................................................................................... 23 Section 10.1 Arbitration.......................................................................................... 23 Section 10.2 Dispute Resolution............................................................................. 24 Article XI. Force Majeure......................................................................................................... 26 Section 11.1 Applicability of Force Majeure.......................................................... 26 Section 11.2 Settlement of Labor Disputes............................................................. 26 Article XII. Governmental Rules and Regulations................................................................. 26 Section 12.1 Compliance with Laws ...................................................................... 26 Section 12.2 Contests.............................................................................................. 26 Section 12.3 Defense of Agreement ....................................................................... 26 Article XIII. Assignment ........................................................................................................... 27 Article XIV. Payments............................................................................................................... 28 Section 14.1 Monthly Statements........................................................................... 28 Section 14.2 Payment.............................................................................................. 28 Section 14.3 Payment of Disputed Amounts.......................................................... 29 Section 14.4 Late Payment ..................................................................................... 29 Section 14.5 Audit; Adjustments............................................................................ 29 Section 14.6 Netting................................................................................................ 30 Article XV. Receivables Purchases........................................................................................... 30 Article XVI. Notices................................................................................................................... 30 Article XVII. Acceleration; Termination; Remedies.............................................................. 30 Section 17.1 Acceleration Event............................................................................. 30 Section 17.2 Energy Delivery Termination Events. ............................................... 31 Section 17.3 Payments Following a Ledger Event. ................................................ 32 Section 17.4 Remedies and Termination. ............................................................... 32 Attachment Staff Report Item 17D

TABLE OF CONTENTS
(continued)
Page
-iii-Section 17.5 Replacement of Swaps....................................................................... 33 Section 17.6 Limitation on Damages...................................................................... 34 Section 17.7 Option to Purchase Bonds.................................................................. 35 Section 17.8 Termination Payment Adjustment Schedule ..................................... 35 Article XVIII. Miscellaneous .................................................................................................... 36 Section 18.1 Indemnification Procedure................................................................. 36 Section 18.2 Deliveries........................................................................................... 36 Section 18.3 Entirety; Amendments....................................................................... 36 Section 18.4 Governing Law .................................................................................. 37 Section 18.5 Non-Waiver........................................................................................ 37 Section 18.6 Severability ........................................................................................ 37 Section 18.7 Exhibits.............................................................................................. 37 Section 18.8 Winding Up Arrangements................................................................ 37 Section 18.9 Relationships of Parties...................................................................... 37 Section 18.10 Immunity............................................................................................ 38 Section 18.11 Rates and Indices ............................................................................... 38 Section 18.12 Limitation of Liability........................................................................ 39 Section 18.13 Counterparts....................................................................................... 39 Section 18.14 Rights of Trustee................................................................................ 39 Section 18.15 Waiver of Defenses............................................................................ 40 Section 18.16 U.S. Resolution Stay.......................................................................... 40 Section 18.17 Rate Changes ..................................................................................... 40 Exhibit A-1 - Base Energy Hourly Quantities
Exhibit A-2 - EPS Energy Period Monthly Projected Quantity Exhibit A-3 - Annual Quantity
Exhibit B - Notices
Exhibit C - Energy Remarketing
Exhibit D-1 - Termination Payment Schedule
Exhibit D-2 - Termination Payment Adjustment Schedule
Exhibit D-3 - Post Termination Payment Schedule
Exhibit E - Reserved
Exhibit F - Pricing and Other Terms
Exhibit G - Receivables Purchases
Attachment Staff Report Item 17D
1 PREPAID ENERGY SALES AGREEMENT
This Prepaid Energy Sales Agreement (hereinafter, this “Agreement”) is made and entered into as of [____], 2025 (the “Execution Date”), by and between Energy Prepay [__], LLC, a Delaware limited liability company (“Seller”), and California Community Choice Financing Authority, a joint powers authority and a public entity of the State of California established pursuant to the provisions of the Joint Exercise of Powers Act (Article 1, Chapter 5, Division 7, Title 1, Section 6500 et seq. of the California Government Code, as amended) (“Buyer”).

W I T N E S S E T H:

WHEREAS, Seller desires to sell Energy to Buyer, and Buyer desires to purchase Energy from Seller, upon the terms and conditions hereinafter set forth; and WHEREAS, in connection with the execution of this Agreement, Seller shall enter into that certain Energy Management Agreement, dated as of the date hereof (the “Energy Management Agreement”), with Morgan Stanley Capital Group Inc., a Delaware corporation (“MSCG”), pursuant to which Seller shall acquire Energy for delivery under this Agreement; and WHEREAS, in connection with Buyer’s execution of the Power Supply Contract (as defined below), the Project Participant (as defined below) under such Power Supply Contract will assign to MSCG pursuant to the Initial Assignment Agreement certain Assigned Rights and Obligations, including the right to receive Assigned Product, which Assigned Product will be resold by MSCG to Seller under the Energy Management Agreement, then resold by Seller to Buyer hereunder and then resold to the Project Participant under the Power Supply Contract.

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

ARTICLE I.

DEFINITIONS
Section 1.1 Defined Terms. The following terms, when used in this Agreement and identified by the capitalization of the first letter thereof, have the respective meanings set forth below, unless the context otherwise requires:
“Acceleration Event” has the meaning specified in Section 17.1. “Affiliate” means, with respect to either Party, any entity which is a direct or indirect parent or subsidiary of such Party or which directly or indirectly (i) owns or controls such Party, (ii) is owned or controlled by such Party, or (iii) is under common ownership or control with such Party. For purposes of this definition, “control” of an entity means the power, directly or indirectly, either to (a) vote 50% or more of the securities having ordinary voting power for the election of directors or Persons performing similar functions or (b) direct or cause the direction of the management and policies, whether by contract or otherwise.

Attachment Staff Report Item 17D
2 “Agreement” has the meaning specified in the preamble and shall include exhibits, recitals and attachments referenced herein and attached hereto and all amendments, supplements and modifications hereto and thereto.
“Annual Quantity” means, with respect to each Contract Year of the Delivery Period, the quantity (in MWh) of Assigned Product for such Contract Year as set forth on Exhibit A-3; provided that the Annual Quantity for any Contract Year shall be reduced by the aggregate amount of any quantities of Base Energy required to be remarketed under this Agreement for any given Contract Year.
“Assigned Delivery Point” has the meaning specified in the applicable Assignment Agreement.
“Assigned Energy” has the meaning specified in the applicable Assignment Agreement; provided that any Assigned Energy shall be EPS Compliant Energy as set forth in the Assignment Letter Agreement.
“Assigned Paygo Quantity” means any Assigned Products delivered under this Agreement in excess of the Annual Quantity for any Contract Year. “Assigned PPA” has the meaning specified in the Participant Custodial Agreement. “Assigned PPA Index Adder” means the amount (in $/MWh) specified in Exhibit A-2 for each Month of the Delivery Period.
“Assigned Product” means, as applicable, PCC1 Product, Long-Term PCC1 Product, PCC2 Product, Assigned Energy, Assigned RECs and any other product included in an Assignment Agreement.
“Assigned RECs” means any RECs to be delivered to MSCG or Seller pursuant to any Assigned Rights and Obligations.
“Assigned Rights and Obligations” means a portion of the Project Participant’s rights and obligations under a power purchase agreement assigned pursuant to an Assignment Agreement.
“Assignment Agreement” means the Initial Assignment Agreement and any subsequent assignment agreement entered into consistent with the Assignment Letter Agreement. “Assignment Letter Agreement” means that certain Letter Agreement, dated as of the date hereof, by and among MSCG, Seller, Buyer and Project Participant. “Assignment Period” has the meaning specified in the applicable Assignment Agreement.
“Available Discount” has the meaning specified in the Re-Pricing Agreement. “Balancing Authority” has the meaning specified in the CAISO Tariff.

Attachment Staff Report Item 17D
3 “Base Energy” means Firm (LD) Energy to be delivered to an Energy Delivery Point.
“Billing Date” has the meaning specified in Section 14.1(b). “Billing Statement” has the meaning specified in Section 14.1(b). “Bond Closing Date” means the first date on which the Bonds are issued pursuant to the Bond Indenture.
“Bond Documents” means this Agreement, the Power Supply Contract, the Bond Indenture and all other documents, agreements and instruments entered into or delivered by Buyer in connection with any of the foregoing or the transactions thereunder. “Bond Indenture” means (i) the Trust Indenture to be entered into prior to the commencement of the Delivery Period between Buyer and the Trustee, as supplemented and amended from time to time in accordance with its terms, and (ii) any trust indenture entered into in connection with the commencement of any Interest Rate Period after the initial Interest Rate Period between Buyer and the Trustee containing substantially the same terms as the Trust Indenture described in clause (i) and which is intended to replace the Trust Indenture described in clause (i) as of the commencement of such Interest Rate Period which follows. “Bonds” means the bonds issued pursuant to the Bond Indenture. “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a Federal Reserve Bank Holiday, (iii) any other day on which commercial banks in either New York, New York or the State of California are authorized or required by Law to close, or (iv) any other day excluded pursuant to the Bond Indenture.
“Buyer” has the meaning specified in the preamble.
“Buyer Custodial Agreement” means that certain Custodial Agreement, dated as of the Bond Closing Date, by and among Swap Counterparty, Buyer, the Trustee and U.S. Bank Trust Company, National Association, as custodian as the same may be amended, modified or supplemented from time to time.
“Buyer Swap” means (i) the transaction confirmation entered into under the ISDA Master Agreement, dated as of the date hereof, between Buyer and the Swap Counterparty, and (ii) each replacement Buyer Swap entered into pursuant to Section 17.5. “Buyer’s Statement” has the meaning specified in Section 14.1(a). “CAISO” means California Independent System Operator or its successor. “CAISO Tariff” means CAISO’s FERC-approved tariff, as modified, amended or supplemented from time to time.

Attachment Staff Report Item 17D
4 “California Long-Term Contracting Requirements” means the long-term contracting requirement set forth in the Clean Energy and Pollution Reduction Act of 2015 (SB 350), California Public Utilities Code section 399.13(b), and CPUC Decision 17-06-026 and CPUC Decision 18-05-026, as may be modified by subsequent decision of the California Public Utilities Commission or by other Law.
“Call Option Notice” has the meaning specified in Exhibit G. “Claiming Party” has the meaning specified in Section 11.1. “Claims” means all claims or actions, threatened or filed, that directly or indirectly relate to the indemnities provided herein, and the resulting losses, damages, expenses, attorneys’ fees, experts’ fees, and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement. “Clean Energy Project” has the meaning specified in the Bond Indenture. “Commercially Reasonable” or “Commercially Reasonable Efforts” means, with respect to any purchase or sale or other action required to be made, attempted or taken by a Party under this Agreement, such efforts as a reasonably prudent Person would undertake for the protection of its own interest under the conditions affecting such purchase or sale or other action, including without limitation, the amount of notice of the need to take such action, the duration and type of the purchase or sale or other action, the competitive environment in which such purchase or sale or other action occurs, and the risk to the Party required to take such action. “Contract Index Price” means the index price specified on Exhibit A-1 with respect to the Hourly Quantity of Energy (which index prices may be Day-Ahead Market Price or Real-Time Market Price). “Contract Quantity” means (i) with respect to Assigned Energy, the Annual Quantity of Assigned Energy for each Contract Year of the Delivery Period; and (ii) with respect to Base Energy, the Hourly Quantity of Base Energy set forth in Exhibit A-1 for any Month, as such Exhibits A-1 and A-2 shall be updated from time to time in accordance with Section 6.2. “Contract Year” means each period of 12 Months from January 1 until December 31 during the Delivery Period.
“Custodial Agreements” means the Buyer Custodial Agreement and the Seller Custodial Agreement.
“Daily Basis Differential” has the meaning specified in Section 18.11(a)(ii). “Daily Commodity Reference Price” means (A) the Day-Ahead Market Price, (B) the Day-Ahead Average Price or (C) the Real-Time Market Price. “Daily Replacement Index” has the meaning specified in Section 18.11(a)(ii).

Attachment Staff Report Item 17D
5 “Day-Ahead Average Price” means, for any Assigned Energy in any EPS Energy Period1, the result of (i) (x) the sum of the Day-Ahead Market Prices for each Pricing Interval in a Month divided by (y) the number of Pricing Intervals in such Month plus (ii) the Assigned PPA Index Adder for the relevant Month. As used in this definition, “Pricing Interval” means each unit of time for which CAISO establishes a separate price.
“Day-Ahead Market Price” means the Day Ahead Market or Locational Marginal Price for the Energy Delivery Point for each applicable hour as published by CAISO, or as such price may be corrected or revised from time to time by such independent system operator or other entity in accordance with its rules.
“Default Rate” means, as of any date of determination, the lesser of (a) the sum of (i) the rate of interest per annum quoted in The Wall Street Journal (Eastern Edition) under the “Money Rates” section as the “Prime Rate” for such date of determination, plus (ii) one percent per annum, or (b) if a lower maximum rate is imposed by applicable Law, such maximum lawful rate.
“Delivery Hours” means each Hour commencing at 00:00 (PPT) on the first day of the Delivery Period, and each Hour thereafter during the Delivery Period. “Delivery Period” has the meaning specified in Exhibit F. “Delivery Point” means (i) the applicable Assigned Delivery Point(s) for Assigned Energy and (ii) the applicable Energy Delivery Point for Base Energy (as set forth in Exhibits A-1 and A-2). “Early Termination Payment Date” means the last Business Day of the first Month that commences after an Acceleration Event; provided that, in the case of an Acceleration Event due to a Failed Remarketing, the Early Termination Payment Date shall be the last Business Day of the then-current Interest Rate Period.
“Energy” means three-phase, 60-cycle alternating current electric energy, expressed in MWhs.
“Energy Delivery Point” has the meaning specified in Exhibit A-1. “Energy Delivery Termination Date” means a date that occurs pursuant to Section

17.4(a) upon which the Delivery Period will end and Buyer’s and Seller’s respective obligations to receive and deliver Energy under this Agreement will terminate. “Energy Delivery Termination Event” has the meaning specified in Section 17.2. “Energy Management Agreement” has the meaning specified in the recitals. 1 NTD: Parties to confirm pricing for the Initial Assignment Agreement.

Attachment Staff Report Item 17D
6 “EPS” means California’s Emissions Performance Standards, as set forth in Sections 8340 and 8341 of the California Public Utilities Code, as implemented and amended from time to time, and any successor Law.
“EPS Compliant Energy” means Energy that the Project Participant can contract for and purchase in compliance with EPS requirements that are applicable to such Project Participant.
“EPS Energy Period” means the Initial EPS Energy Period and any subsequent Assignment Period established by future assignments of power purchase agreements consistent with the Assignment Letter Agreement.
“Execution Date” has the meaning specified in the preamble. “Failed Remarketing” has the meaning specified in the Bond Indenture. “FERC” means the Federal Energy Regulatory Commission and any successor thereto.
“Firm (LD)” means, with respect to the obligation to deliver Energy, that either Party shall be relieved of its obligations to sell and deliver or purchase and receive without liability only to the extent that, and for the period during which, such performance is prevented by Force Majeure. In the absence of Force Majeure, the Party to which performance is owed shall be entitled to receive from the Party which failed to deliver/receive an amount determined pursuant to Article IV.
“Force Majeure” means an event or circumstance which prevents one Party from performing its obligations under this Agreement, which event or circumstance was not anticipated as of the Execution Date, which is not within the reasonable control of, or the result of the negligence of, the Claiming Party, and which, by the exercise of due diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided. Force Majeure shall not be based on (i) the loss of Buyer’s markets; (ii) Buyer’s inability economically to use or resell any Energy purchased hereunder; (iii) the loss or failure of Seller’s supply except if such loss or failure results from curtailment by a Transmission Provider; or (iv) Seller’s ability to sell the Energy at a higher price.

Neither Party may raise a claim of Force Majeure based in whole or in part on curtailment by a Transmission Provider unless (a) such Party (or an upstream supplier with respect to Seller or the Project Participant with respect to Buyer) has contracted for firm transmission with such Transmission Provider for the Energy to be delivered to or received at the Energy Delivery Point and (b) such curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the Transmission Provider’s tariff; provided, however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that Force Majeure as defined in the first sentence hereof has occurred.

Notwithstanding the foregoing or anything to the contrary herein, (I) to the extent that (x) a PPA Supplier fails to deliver any Assigned Energy and claims force majeure with respect to such failure to deliver or (y) a PPA Supplier otherwise is unable to deliver any portion of the Annual Quantity due to an event that would be considered Force Majeure under this Agreement if it affected Seller Attachment Staff Report Item 17D
7 directly, then such event shall be deemed to constitute Force Majeure in respect of Seller hereunder; and (II) to the extent that an Assignment Agreement is terminated early, such termination shall constitute Force Majeure with respect to Seller until the earlier of (A) the commencement of an Assignment Period under a replacement Assignment Agreement, (B) the commencement of the delivery of EPS Compliant Energy procured by MSCG consistent with the Assignment Letter Agreement or (C) the end of the second Month following the Month in which such early termination occurs.
“Funding Agreement” means initially that certain [____], dated as of [____], by and between Seller and the Funding Recipient and any replacement funding agreement entered into for a subsequent Reset Period.
“Funding Recipient” means initially, [____], or its successors to or permitted assignees under the Funding Agreement, and any other Person that becomes counterparty to Seller under a funding agreement for a subsequent Reset Period. “Government Agency” means the United States of America, any state thereof, any municipality, or any local jurisdiction, or any political subdivision of any of the foregoing, including, but not limited to, courts, administrative bodies, departments, commissions, boards, bureaus, agencies, or instrumentalities.
“Hour” means each 60-minute period commencing at 00:00 (PPT) on the first day of the Delivery Period. The term “Hourly” shall be construed accordingly. “Hourly Quantity” means, with respect to each Delivery Hour during the Delivery Period, the quantity (in MWh) of Base Energy set forth on Exhibit A-1 for the Month in which such Delivery Hour occurs (as such Exhibit A-1 may be updated from time to time in accordance with Section 6.2).
“Initial Assignment Agreement” means that certain Limited Assignment Agreement, dated on or around the Bond Closing Date, by and among the Project Participant, Initial PPA Supplier, Seller and Buyer.
“Initial EPS Energy Period” means the “Assignment Period” as defined in the Initial Assignment Agreement.
“Initial PPA Supplier” means MSCG.
“Interest Rate Period” has the meaning specified in the Bond Indenture, provided that if the Bonds are outstanding in two or more series with separate, concurrent and co-terminus Interest Rate Periods, “Interest Rate Period” shall mean all such Interest Rate Periods collectively. “Law” means any statute, law, rule or regulation or any judicial or administrative interpretation thereof having the effect of the foregoing enacted, promulgated, or issued by a Government Agency whether in effect as of the Execution Date or at any time in the future. “Ledger Event” has the meaning specified in Exhibit C.

Attachment Staff Report Item 17D
8 “Long-Term PCC1 Product” means bundled renewable energy and RECs meeting the requirements of Portfolio Content Category 1, and the California Long-Term Contracting Requirements, to be delivered to MSCG, Seller or any successors thereto pursuant to any Assigned Rights and Obligations.
“Mandatory Purchase Date” has the meaning specified in the Bond Indenture. “Master Custodial Agreement” means that certain Master Custodial Agreement, dated as of the date hereof, by and among Seller, MSCG, Buyer and the Master Custodian, as the same may be amended, modified or supplemented from time to time. “Master Custodian” means The Bank of New York Mellon, a New York banking corporation, as custodian under the Master Custodial Agreement, and its successors as Master Custodian under the Master Custodial Agreement.
“Minimum Discount” has the meaning specified in the Power Supply Contract. “Month” means a calendar month. The term “Monthly” shall be construed accordingly.
“Monthly Excess Quantity” means, for any Month, the amount, if any, by which the total quantity (in MWh) of Assigned Product delivered under an Assigned PPA in such Month exceeds the Monthly Projected Quantity for such Assigned PPA such Month. “Monthly Projected Quantity” means, with respect to each Assigned PPA and each Month of the Assignment Period for each Assigned PPA, the quantity (in MWh) of Assigned Product for such Month as set forth on Exhibit A-2 for such Assigned PPA (as such Exhibit A-2 may be updated from time to time in accordance with Section 6.2). “Morgan Stanley” means Morgan Stanley, a Delaware corporation. “MSCG” has the meaning specified in the recitals.
“MWh” means megawatt-hour.
“Participant Custodial Agreement” means that certain [Second Consolidated, Amended and Restated Custodial Agreement], dated as of the Bond Closing Date, by and among the Project Participant, Buyer, Morgan Stanley Energy Structuring, L.L.C., MSCG and the Participant Custodian.
“Participant Custodian” means U.S. Bank Trust Company, National Association, a national banking association.
“Party” has the meaning specified in the recitals.
“PCC1 Product” means bundled renewable energy and RECs meeting the requirements of Portfolio Content Category 1 to be delivered to MSCG, Seller or any successors thereto pursuant to any Assigned Rights and Obligations.

Attachment Staff Report Item 17D
9 “PCC2 Product” means bundled renewable energy and RECs meeting the requirements of Portfolio Content Category 2 to be delivered to MSCG, Seller or any successors thereto pursuant to any Assigned Rights and Obligations. “Person” means any individual, limited liability company, corporation, partnership, joint venture, trust, unincorporated organization or Government Agency. “Portfolio Content Category 1” means any Renewable Energy Credit associated with the generation of electricity from an “Eligible Renewable Energy Resource” consisting of the portfolio content set forth in California Public Utilities Code Section 399.16(b)(1), as may be amended from time to time or as further defined or supplemented by Law. “Portfolio Content Category 2” means any Renewable Energy Credit associated with the generation of electricity from an Eligible Renewable Energy Resource consisting of the portfolio content set forth in California Public Utilities Code Section 399.16(b)(2), as may be amended from time to time or as further defined or supplemented by Law. “Power Supply Contract” has the meaning specified in the Bond Indenture. “PPA Supplier” means the Initial PPA Supplier and any subsequent supplier who enters into an Assignment Agreement consistent with the Assignment Letter Agreement. “PPT” means Pacific Prevailing Time.
“Prepayment” means the amount specified in Exhibit F.
“Prepayment Outside Date” means the date specified in Exhibit F. “Project Participant” means Ava Community Energy, a joint powers authority and a community choice aggregator organized under the Laws of the State of California. “Provisional Payment” has the meaning specified in the Exhibit C. “PSC Remarketing Election” means, with respect to the Power Supply Contract, that the Project Participant delivered a Remarketing Election Notice (as defined thereunder) for any Reset Period.
“Put Option Notice” has the meaning specified in Exhibit G. “Rating Confirmation” has the meaning specified in the Bond Indenture. “Re-Pricing Agreement” means the Re-Pricing Agreement, dated as of the Bond Closing Date, by and between Buyer and Seller.
“Real-Time Market Price” means The Five Minute Market (FMM) Locational Marginal Price for the Energy Delivery Point for each applicable interval as published by CAISO, or as such price may be corrected or revised from time to time by such independent system operator or other entity in accordance with its rules.

Attachment Staff Report Item 17D
10 “Remarketing Notice” has the meaning specified in Exhibit C. “Renewable Energy Credit” or “REC” has the meaning specified for “Renewable Energy Credit” in California Public Utilities Code Section 399.12(h), as may be amended from time to time or as further defined or supplemented by Law. “Repurchase Offer” has the meaning specified in Exhibit G. “Reset Period” means each “Reset Period” under the Re-Pricing Agreement. “RPS” means the renewable energy program and policies established by California State Senate Bills 1038 (2002), 1078 (2002), 107 (2008), X-1 2 (2011), 350 (2015), and 100 (2018) as codified in, inter alia, California Public Utilities Code Sections 399.11 through 399.31 and California Public Resources Code Sections 25740 through 25751, as such provisions are amended or supplemented from time to time.
“Schedule”, “Scheduled” or “Scheduling” means the actions of Seller, Buyer and/or their designated representatives, including each Party’s Transmission Providers, if applicable, of notifying, requesting and confirming to each other the quantity of Energy to be delivered during any given portion of the Delivery Period at a specified Delivery Point. “Seller” has the meaning specified in the preamble.
“Seller Custodial Agreement” means that certain Custodial Agreement, dated as of the Bond Closing Date, by and among Swap Counterparty, Seller, the Trustee and U.S. Bank Trust Company, National Association, as custodian, as the same may be amended, modified or supplemented from time to time.
“Seller Swap” means (i) the transaction confirmation entered into under the ISDA Master Agreement, dated as of the date hereof, by Seller and the Swap Counterparty, and (ii) each replacement Seller Swap entered into pursuant to Section 17.5. “Specified Discount” means the amount specified in Exhibit F. “Specified Fixed Price” means the amount specified in Exhibit F. “Specified Investment Agreement” means a guaranteed investment contract between the Trustee and a provider concerning the investment of funds in the Debt Service Account (as defined in the Bond Indenture).
“Swap Counterparty” means (i) [____], a [____], and (ii) any other Person that becomes counterparty to Buyer under a Buyer Swap or to Seller under a Seller Swap, in each case pursuant to Section 17.5.
“Swap Replacement Period” has the meaning specified in Section 17.5(a). “Terminating Party” means any Party that has the right to terminate this Agreement pursuant to Article XVII.

Attachment Staff Report Item 17D
11 “Termination Payment” means, with respect to any Early Termination Payment Date, the amount specified on Exhibit D-1 for the calendar month in which such Early Termination Payment Date occurs (as adjusted by any applicable Termination Payment Adjustment Amount specified on Exhibit D-2) without any set-off or netting of amounts then due from Buyer. “Termination Payment Adjustment Amount” means, with respect to any Early Termination Payment Date, the amount specified on Exhibit D-2 for the calendar month in which such Early Termination Payment Date occurs. For the avoidance of doubt, the Termination Payment Adjustment Amount for the period commencing on the Execution Date is zero (0). “Termination Payment Adjustment Schedule” means the schedule of Termination Payment Adjustment Amounts set forth in Exhibit D-2, as such exhibit may be populated and amended from time to time in accordance with Section 17.8. “Transaction Documents” has the meaning specified in Article XIII. “Transmission Provider(s)” means any entity or entities transmitting or transporting Energy on behalf of Seller or Buyer to or from an Energy Delivery Point. “Trustee” means U.S. Bank Trust Company, National Association, a national banking association and its successors as Trustee under the Bond Indenture. “WREGIS” means the Western Renewable Energy Generation Information System or its successor.

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

ARTICLE II.

EXECUTION DATE AND DELIVERY PERIOD
Section 2.1 Execution Date; Delivery Period. This Agreement shall become effective upon the Execution Date and, unless this Agreement is terminated early pursuant to Section 2.2, all of Seller’s and Buyer’s obligations under this Agreement shall be deemed to have Attachment Staff Report Item 17D
12 been incurred upon the Execution Date. Unless this Agreement is terminated pursuant to Section

2.2, then, upon receipt of the Prepayment, the delivery of Energy under this Agreement shall commence and continue for the Delivery Period.

Section 2.2 Termination by Seller Prior to Prepayment. Seller shall have no obligation to perform under this Agreement unless and until it has received the Prepayment from Buyer pursuant to Section 3.2. In the event Seller has not received the Prepayment prior to noon local time in New York, New York on the Prepayment Outside Date, Seller shall have the right, until such Prepayment has been paid, to terminate this Agreement without any further obligation or liability of either Party; provided that, for the avoidance of doubt, in the event Seller so terminates, such termination shall be effective upon the Prepayment Outside Date regardless of whether Buyer tenders the Prepayment after Seller’s notice of termination but prior to the Prepayment Outside Date. For the avoidance of doubt, no Termination Payment shall be payable by Seller under any circumstances if this Agreement terminates pursuant to this Section 2.2.

ARTICLE III.

SALE AND PURCHASE
Section 3.1 Sale and Purchase of Energy.
(a) Seller agrees to sell and deliver or cause to be delivered to Buyer, and Buyer agrees to take or cause to be taken from Seller, in each case, on a Firm (LD) basis, the Contract Quantity pursuant to the terms and conditions set forth in this Agreement. Energy delivered to Buyer under this Agreement shall be re-delivered to the Project Participant on a floating price basis throughout the Delivery Period. The Parties acknowledge and agree that Seller’s delivery obligation for (i) Assigned Products will be measured on an annual basis and (ii) Base Energy will be measured on an Hourly basis, as reflected in the definition of Contract Quantity and further set forth in the terms of this Agreement.
(b) In recognition that Seller will have increased floating price payment obligations to the Swap Counterparty under the Seller Swap with respect to negatively priced Energy and the Swap Counterparty will have increased floating price payment obligations to Buyer under the Buyer Swap with respect to negatively priced Energy, the Parties acknowledge and agree that Seller shall have no payment obligations to Buyer with respect to negatively priced Energy.

Section 3.2 Prepayment. Prior to the commencement of the Delivery Period, Buyer shall pay Seller for all Energy to be delivered during the Delivery Period in an amount equal to the Prepayment, and Seller shall accept the Prepayment as payment in full for all Energy to be delivered hereunder. Buyer shall pay the Prepayment in a single lump sum payment by wire transfer of immediately available funds to an account designated by Seller. In no event shall Buyer be entitled to any rebate or refund of the Prepayment, but nothing in this Section 3.2 shall limit Buyer’s rights under (i) Article IV for Seller’s failure to deliver Energy (whether or not excused), (ii) Article XVII upon early termination of this Agreement or (iii) Exhibit C with respect to remarketing of Energy in accordance therewith. In no event shall Buyer be required to pay the Attachment Staff Report Item 17D
13 Prepayment unless and until the Bonds are issued in exchange for a purchase price sufficient to pay costs of issuance, to fund required reserves under the Bond Indenture (or purchase surety bonds or enter into any similar arrangements in lieu of funding such reserves), and to pay the Prepayment.

Section 3.3 Other Amounts Payable with Respect to Assigned Products. (a) With respect to Monthly Excess Quantities and Assigned Paygo Quantities delivered hereunder, Buyer shall pay Seller an amount equal to the quantity of such Monthly Excess Quantities and Assigned Paygo Quantities, as applicable, multiplied by the price specified for Assigned Product under the applicable Assignment Agreement(s); provided that the Parties acknowledge and agree that the Project Participant’s payment of the Retained Payment Amount (as defined in the Participant Custodial Agreement) shall be deemed to satisfy Buyer’s payment obligation hereunder with respect to any such Monthly Excess Quantities and Assigned Paygo Quantities. To the extent the Project Participant fails to pay any amounts when due under the Participant Custodial Agreement with respect to Monthly Excess Quantities or Assigned Paygo Quantities, Buyer shall promptly transfer the resulting Excess Receivables (as defined in Exhibit G) to Seller, and the transfer of such Excess Receivables shall satisfy Buyer’s payment obligation with respect thereto.
(b) After the Annual Quantity has been delivered for any Contract Year, Seller shall pay Buyer the Day-Ahead Average Price with respect to any remaining Monthly Projected Quantities for any such Contract Year.

Section 3.4 No Obligation to Take Base Energy. Notwithstanding anything to the contrary in this Agreement, Buyer shall not be required to purchase and receive any Base Energy hereunder, and Seller shall remarket any portion of the Contract Quantity that is Base Energy pursuant to the provisions of Exhibit C.

Section 3.5 Reduction of Contract Quantity. The Parties recognize and agree that the Contract Quantity may be reduced in a Reset Period pursuant to the re-pricing methodology described in the Re-Pricing Agreement if necessary to achieve a successful remarketing of the Bonds. The Parties agree further that if, pursuant to the Re-Pricing Agreement, Buyer and the Calculation Agent (as defined in the Bond Indenture) determine in connection with the establishment of any new Reset Period that: (i) such Reset Period will be the final Reset Period and (ii) such Reset Period will end prior to the end of the original Delivery Period, then (A) the Delivery Period will be deemed to be modified so that it ends at the end of such Reset Period, and (B) the Contract Quantity for the last Month in such Reset Period may be reduced as provided in the Re-Pricing Agreement.

ARTICLE IV.

FAILURE TO DELIVER OR TAKE ENERGY
Section 4.1 Assigned Product. Notwithstanding anything herein to the contrary, neither Seller nor Buyer shall have any liability or other obligation to one another under this Agreement for any failure to Schedule, take, or deliver Assigned Product other than as set forth in Section 5(a) of Exhibit C for any failure to Schedule, take or deliver Assigned Energy.

Attachment Staff Report Item 17D
14 Section 4.2 Failure to Deliver or Take Due to Force Majeure. If with respect to all or any portion of the Contract Quantity of Base Energy:
(a) Buyer fails to take or Seller fails to deliver all or any portion of the Contract Quantity at any Delivery Point pursuant to the terms of this Agreement; and (b) such failure is due to Force Majeure claimed by either Party, then Seller shall pay to Buyer the result determined by the following formula with respect to each such Delivery Point:

P = Q x IP
Where:

P = The amount payable by Seller under this Section 4.2; Q = The quantity of Energy described in the lead-in to this Section 4.2; and
IP = With respect to Base Energy, the Contract Index Price applicable to such Delivery Hour and Energy Delivery Point for Base Energy.

The Parties acknowledge and agree that any failure to deliver the Annual Quantity of Assigned Energy, whether or not due to Force Majeure, is subject to the terms of Section 5(a) of Exhibit C.

ARTICLE V.

TRANSMISSION AND DELIVERY; COMMUNICATIONS
Section 5.1 Delivery of Energy.
(a) Assigned Product. All Assigned Energy delivered under this Agreement shall be Scheduled at the applicable Assigned Delivery Point and in accordance with the terms of the applicable Assignment Agreement. All other Assigned Product shall be delivered consistent with the terms of the applicable Assignment Agreement. Except as set forth in the two foregoing sentences, Buyer and Seller shall have no liability or obligations under this Article V with respect to Assigned Product.
(b) Updates to Exhibits. Buyer and Seller may, upon mutual agreement, update Exhibit A-1 to modify the Delivery Points thereunder, provided that the Parties shall promptly notify the Swap Counterparty of any such updates and furthermore shall update the corresponding exhibits to the Buyer Swap and the Seller Swap in accordance with the terms thereof. Furthermore, following the Initial EPS Energy Period and thereafter in connection with the establishment, expiration or termination of any subsequent EPS Energy Period, the Parties shall update (i) the exhibits hereto in accordance with Section 6.2 and (ii) the exhibits to the Buyer Swap and the Seller Swap in accordance with the terms thereof. For the avoidance doubt, such updates will reflect that deliveries will be made to (A) the Energy Delivery Point at the Day-Ahead Market Attachment Staff Report Item 17D
15 Price for any Base Energy and (B) an Assigned Delivery Point at the Day-Ahead Average Price for any Assigned Energy.

Section 5.2 Scheduling. Scheduling of Assigned Energy shall be in accordance with the applicable Assignment Agreement.

Section 5.3 Title and Risk of Loss. The transfer of title and risk of loss for all Assigned Product other than Assigned Energy shall be in accordance with the applicable Assignment Agreement; provided that all Assignment Agreements shall provide for the transfer of Renewable Energy Credits in accordance with WREGIS.

Section 5.4 PCC1 Product, Long-Term PCC1 Product, and PCC2 Product. To the extent that any Assigned Product is PCC1 Product, Long-Term PCC1 Product or PCC2 Product, the following provisions apply:
(a) Eligibility. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Clean Energy Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Clean Energy Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC 6, Non-Modifiable. (Source: D.07-11-025, Attachment A.) D.08-04-009]. As used above, any capitalized terms not otherwise defined herein shall have the meaning specified in the Assignment Agreement.
(b) Transfer of Renewable Energy Credits. Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the renewable energy credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08-028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC REC-1, Non-modifiable. D.11-01- 025]. As used above, any capitalized terms not otherwise defined herein shall have the meaning specified in the Assignment Agreement.
(c) Tracking of RECs in WREGIS. Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. [STC REC-2, Non-modifiable. D.11-01-025]. As used above, any capitalized terms not otherwise defined herein shall have the meaning specified in the Assignment Agreement. (d) Governing Law. This Agreement and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the Attachment Staff Report Item 17D
16 Laws of the State of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement. [STC 17, Non-Modifiable. (Source:

D.07-11-025, Attachment A) D.08-04-009]
(e) Seller Representations and Warranties.

Seller represents and warrants:
(i) Seller has the right to sell the Assigned Product from the Applicable Project;
(ii) Seller has not sold the Assigned Product or any REC or other attributes of the Assigned Product to be transferred to Buyer to any other person or entity;
(iii) the Energy component of the Assigned Product produced by the Applicable Project for PCC2 Product and purchased by Seller for resale to Buyer hereunder is not being sold by Seller back to the Applicable Project or PPA Supplier;
(iv) Assigned Energy and Assigned RECs to be purchased and sold pursuant to this Agreement are not committed to another party; (v) the Assigned Product is free and clear of all liens or other encumbrances;
(vi) Seller will deliver to Buyer all Assigned Energy and associated RECs generated by the Applicable Project for PCC1 Product in compliance with the requirements set forth in California Public Utilities Code Section 399.16(b)(1) and the California RPS compliance requirements for Portfolio Content Category 1 as set forth in CPUC Decision 11-12-052, if applicable;
(vii) Seller will deliver to Buyer all Assigned Energy and associated RECs generated by the Applicable Project for PCC2 Product in compliance with the requirements set forth in California Public Utilities Code 399.16(b)(2) and the California RPS compliance requirements for Portfolio Content Category 2 as set forth in CPUC Decision 11-12-052, if applicable;
(viii) Seller will deliver to Buyer all Assigned Energy and associated RECs generated by the Applicable Project for Long-Term PCC1 Product in compliance with the California Long-Term Contracting Requirements, if applicable;
(ix) the Assigned Product supplied to Buyer under this Agreement that is Long-Term PCC1 Product will be sourced solely from Applicable Projects that have an Assignment Period of ten years or more in length, or otherwise in compliance with the California Long Term Contracting Requirements; and
Attachment Staff Report Item 17D
17 (x) Seller will cooperate and work with Buyer, the CEC, and/or the CPUC to provide any documentation required by the CPUC or CEC to support the Product’s classification as Portfolio Content Category 1 or Portfolio Content Category 2, as applicable, as set forth in California Public Utilities Code Sections 399.16(b)(1) or 399.16(b)(2), as applicable, and compliance with the California Long-Term Contracting Requirements, if applicable.

Seller further represents and warrants to Buyer that, to the extent that the PCC1 Product sold by Seller is a resale of part or all of a contract between Seller and one or more third parties, Seller represents, warrants and covenants that the resale complies with the following conditions in (i) through (iv) below during the Assignment Period and throughout the generation period:
(i) the original upstream third-party contract(s) meets the criteria of California Public Utilities Code Section 399.16(b)(1);
(ii) this Agreement transfers only electricity and RECs that have not yet been generated prior to the Assignment Period;
(iii) the electricity transferred by this Agreement is transferred to Buyer in real time; and
(iv) if the Applicable Project has an agreement to dynamically transfer electricity to a California balancing authority, the transactions implemented under this Agreement are not contrary to any condition imposed by a balancing authority participating in the dynamic transfer arrangement.

Seller further represents and warrants to Buyer that, to the extent that the PCC2 Product sold by Seller is a resale of part or all of a contract between Seller and one or more third parties, Seller represents, warrants and covenants that the resale complies with the following conditions in (i) through (v) below during the Assignment Period and throughout the generation period:
(i) the original upstream third-party contract(s) meets the criteria of California Public Utilities Code Section 399.16(b)(2);
(ii) this Agreement transfers only electricity and RECs that have not yet been generated prior to the Assignment Period;
(iii) this Agreement transfers the original arrangement for substitute electricity (e.g., source and quantity);
(iv) this Agreement retains the scheduling of the substitute electricity into a California balancing authority as set out in the original firming and shaping transaction; and
Attachment Staff Report Item 17D
18 (v) this Agreement continues to provide incremental electricity scheduled into a California balancing authority.
(f) Subsequent Changes in Law. In the event that the qualifications or requirements of the RPS program, PCC1 Product, PCC2 Product, or the California Long-Term Contracting Requirements change, Seller shall take commercially reasonable actions to meet the amended qualifications or requirements of the RPS Law, PCC1 Product, PCC2 Product or the California Long-Term Contracting Requirements but will not be required to incur any unreimbursed costs to comply with the RPS Law, PCC1, PCC2 or the California Long- Term Contracting Requirements, collectively.
(g) Limitations. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree as follows:
(i) Seller has relied exclusively upon the representations and warranties of each respective seller set forth in the Assignment Agreements in making the representations and warranties set forth in this Section

5.4 and has not performed any independent investigation with respect thereto;
(ii) Seller agrees that it will terminate or cause MSCG to terminate the applicable Assignment Period in the event that any representation or warranty in this Section 5.4 proves to be incorrect in any respect; (iii) Buyer agrees that its sole recourse for any breach of the provisions of this Section 5.4 shall be the termination of the applicable Assignment Period and Buyer shall have no other recourse against Seller or remedies under this Agreement; and
(iv) Section 5.4(d) shall only apply to the provisions of this Section 5.4 and all other provisions of this Agreement shall remain subject to and interpreted in accordance with Section 18.4.

Section 5.5 Deliveries within CAISO or Another Balancing Authority. The Parties acknowledge that Energy delivered by Seller at a Delivery Point within CAISO or another Balancing Authority will be delivered in accordance with the CAISO Tariff and rules of the Balancing Authority as applicable. Scheduling such Energy in accordance with the requirements of the applicable Balancing Authority shall constitute delivery of such Energy to Buyer; provided that, any Assigned Products associated with such Energy are also delivered to Buyer hereunder.

Section 5.6 Assigned Products. Notwithstanding anything to the contrary herein, the Parties shall have no liability under this Article V with respect to any Assigned Products.

ARTICLE VI.

PARTIAL ASSIGNMENTS OF PPAS
Attachment Staff Report Item 17D
19 Section 6.1 Future PPA Assignments. Subsequent to the Initial EPS Energy Period, the Project Participant, Seller, Buyer and MSCG shall cooperate to obtain EPS Compliant Energy for delivery hereunder in accordance with the Assignment Letter Agreement.

Section 6.2 Updates to Exhibits A-1 and A-2.
(a) To the extent that an EPS Energy Period terminates or expires, the Parties shall update (i) Exhibit A-1 to reflect an increase in the Hourly Quantities of Base Energy and (ii) Exhibit A-2 to reflect a decrease in the Monthly Projected Quantities associated with the relevant Assigned PPA, in each case, in an amount equal to the Assigned Energy associated with the EPS Energy Period that terminated or expired. For the avoidance of doubt, any updates to Exhibits A-1 and A-2 due to an early termination of an EPS Energy Period shall be effective as of the earlier of (A) the commencement of an “Assignment Period” under a replacement Assignment Agreement or (B) the start of the third Month following the Month in which such early termination occurs. (b) In connection with the execution of any subsequent Assignment Agreement, the Parties shall update Exhibits A-1 and A-2 to reflect (i) appropriate decreases in the Hourly Quantities of Base Energy and increases in the Monthly Projected Quantities of Assigned Energy and (ii) any other changes in connection therewith.

ARTICLE VII.

ENERGY REMARKETING
Section 7.1 Energy Remarketing. If (a) the Project Participant is in default under the Power Supply Contract or does not require or is unable to receive all or any portion of the Energy purchased by Buyer under this Agreement as a result of (i) the Project Participant’s decreased Energy requirements, (ii) decreased demand by the Project Participant’s retail customers and its request that such Energy be remarketed or (iii) EPS Compliant Energy not being available for delivery hereunder; or (b) a quantity of Assigned Energy less than the Annual Quantity is delivered hereunder in any Contract Year for any reason other than Force Majeure, then Buyer shall request (and pursuant to Exhibit C may be deemed to request) remarketing services from Seller pursuant to the provisions of Exhibit C.

Section 7.2 Delegation of Authority. Buyer hereby acknowledges and agrees that Seller shall delegate its rights and obligations under Exhibit C to MSCG pursuant to the Energy Management Agreement.

ARTICLE VIII.

REPRESENTATIONS AND WARRANTIES
Section 8.1 Representations and Warranties. As a material inducement to entering into this Agreement, each Party, with respect to itself, hereby represents and warrants to the other Party as of the Execution Date as follows:
(a) it is duly organized and validly existing under the Laws of the state in which it is organized;
Attachment Staff Report Item 17D
20 (b) it has all requisite power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Agreement; (c) there is no litigation, action, suit, proceeding or investigation pending or, to the best of such Party’s knowledge, threatened, before or by any Government Agency, which could reasonably be expected to materially and adversely affect the performance by such Party of its obligations under this Agreement or that questions the validity, binding effect or enforceability hereof, any action taken or to be taken by such Party pursuant hereto, or any of the transactions contemplated hereby;
(d) the execution, delivery and performance of this Agreement by such Party has been duly authorized by all necessary action on the part of such Party and does not require any approval or consent of any security holder of such Party or any holder (or any trustee for any holder) of any indebtedness or other obligation of such Party; (e) this Agreement has been duly executed and delivered on behalf of such Party by an appropriate officer or authorized Person of such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and by general principles of equity; (f) the execution, delivery and performance of this Agreement by such Party shall not violate any provision of any Law, decree or other legal or regulatory determination applicable to it;
(g) the execution, delivery and performance by such Party of this Agreement, and the consummation of the transactions contemplated hereby, including the incurrence by such Party of its financial obligations under this Agreement, shall not result in any violation of any term of any material contract or agreement applicable to it, or any of its charter or bylaws or of any license, permit, franchise, judgment, writ, injunction or regulation, decree, order, charter, Law or ordinance applicable to it or any of its properties or to any obligations incurred by it or by which it or any of its properties or obligations are bound or affected, or of any determination or award of any arbitrator applicable to it, and shall not conflict with, or cause a breach of, or default under, any such term or result in the creation of any lien upon any of its properties or assets, except with respect to Buyer, the lien of the Bond Indenture;
(h) to the best of the knowledge and belief of such Party, no consent, approval, order or authorization of, or registration, declaration or filing with, or giving of notice to, obtaining of any license or permit from, or taking of any other action with respect to, any Government Agency is required in connection with the valid authorization, execution, delivery and performance by such Party of this Agreement or the consummation of any of the transactions contemplated hereby other than those that have been obtained; and
(i) it enters this Agreement as a bona-fide, arm’s-length transaction involving the mutual exchange of consideration and, once executed by both Parties, considers this Agreement a legally enforceable contract.

Attachment Staff Report Item 17D
21 Section 8.2 Additional Representations and Warranties of Buyer. As a material inducement to entering into this Agreement, Buyer hereby represents and warrants to Seller as of the Execution Date as follows:
(a) Buyer is entering into this Agreement for the purpose of acquiring Energy for sale to the Project Participant pursuant to the Power Supply Contract; (b) any amounts payable by Buyer under this Agreement shall (i) other than the Prepayment, be payable as an item of Operating Expense under (and as defined in) the Bond Indenture, and (ii) not constitute an indebtedness or liability of Buyer within the meaning of any constitutional or statutory limitation or restriction applicable to Buyer; (c) Buyer will promptly alert Seller of any notice received by Buyer alleging a breach under the Bond Indenture or of any covenant of Buyer in the agreements entered into by Buyer in connection with the Clean Energy Project;
(d) Buyer shall not (i) enter into any Bond Documents (excluding any contracts applicable to Energy being resold by Buyer or the Project Participant (or a related joint powers authority selling Energy to the Project Participant)), (ii) consent to, waive or agree to or permit any material amendment to or rescission of any such Bond Documents or (iii) consent to, waive or agree to permit any amendment (whether or not material) to or rescission of the Bond Indenture, in each case, without the prior written consent of Seller; (e) Buyer shall collect and forthwith cause to be deposited in the relevant funds pursuant to the Bond Indenture all amounts payable to it pursuant to the Power Supply Contract. Buyer shall enforce the provisions of the Power Supply Contract, as well as any other contract or contracts entered into relating to the Clean Energy Project, and duly perform its covenants and agreements thereunder. Buyer shall not consent or agree to or permit any termination or rescission of or amendment to or otherwise take any action under or in connection with the Power Supply Contract which will impair the ability of Buyer to pay all of its debts and obligations as they come due; provided that this provision shall not prevent Buyer from otherwise taking any action under or in connection with the Power Supply Contract which is expressly permitted pursuant to the provisions thereof. A copy of the Power Supply Contract and any amendment thereto certified by an authorized officer of Buyer shall be provided to Seller. Buyer shall not enter into any new Power Supply Contract following the Bond Closing Date without the prior written consent of Seller;
(f) Buyer shall keep or cause to be kept with respect to the Clean Energy Project, proper books of record and account (separate from all other records and accounts) in accordance with generally accepted accounting principles, as such may be modified by the provisions of the Bond Indenture, in which complete and correct entries shall be made of its transactions relating to the Clean Energy Project, the amount of revenues and the application thereof and each fund and account established under the Bond Indenture and relating to its costs and charges under the Power Supply Contract and any other contracts for the sale or purchase of Energy, and which, together with all contracts and all other books and papers of Buyer relating to the Clean Energy Project, shall, subject to the terms thereof, at all times during regular business hours be subject to the inspection of Seller;
Attachment Staff Report Item 17D
22 (g) Buyer shall from time to time duly pay and discharge, or cause to be paid and discharged, all taxes, assessments and other governmental charges, or required payments in lieu thereof, lawfully imposed upon the properties of Buyer or upon the rights, revenues, income, receipts, and other moneys, securities and funds of Buyer when the same shall become due, and all lawful claims for labor and material and supplies, except those taxes, assessments, charges or claims which Buyer shall in good faith contest by proper legal proceedings if Buyer shall in all such cases have set aside on its books reserves deemed adequate by Buyer with respect thereto; (h) Buyer shall at all times maintain its existence and shall do and perform or cause to be done and performed all acts and things required to maintain its existence; and (i) Buyer shall not consolidate or amalgamate with, or merge with or into, or transfer all or substantially all its assets to, or reorganize, reincorporate or reconstitute into or as, another entity unless (i) prior to such event, Buyer receives confirmation from Seller that such event does not trigger a termination event under this Agreement or the Buyer Swap and (ii) at the time of such consolidation, amalgamation, merger, transfer, reorganization, reincorporation or reconstitution, the resulting, surviving or transferee entity assumes all the obligations of Buyer under this Agreement and the Buyer Swap.

Section 8.3 Warranty of Title. Seller warrants that it will have the right to convey and will transfer good and merchantable title to all Energy sold under this Agreement and delivered by it to Buyer, free and clear of all liens, encumbrances, and claims. EXCEPT FOR

THE WARRANTIES EXPRESSLY MADE BY SELLER IN THIS ARTICLE VIII, SELLER

HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING

ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Section 8.4 Funding Agreement.
(a) Except (i) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision in the Funding Agreement, (ii) to insert such provisions clarifying matters or questions arising under the Funding Agreement as are necessary or desirable and are not contrary to or inconsistent therewith, (iii) to convert or supplement any provision in a manner consistent with the intent of the Funding Agreement and the other Transaction Documents or (d) for any transfer of the Funding Agreement to MSCG pursuant to [Section 17.6(a)] of the Energy Management Agreement, Seller agrees that it shall not agree to any amendment, alteration, modification, assignment, sale or transfer of the Funding Agreement without receipt of (A) a Rating Confirmation and (B) the prior written consent of Buyer; provided that, for the avoidance of doubt, no such consent of Buyer shall be required in connection with the replacement, refinancing or re-pricing of the Funding Agreement at the end of any Interest Rate Period in accordance with the terms of the Funding Agreement.
(b) Upon the occurrence of an [Event of Default as defined in the Funding Agreement], Seller shall (i) exercise any right it has pursuant to [___] of the Funding Agreement to designate an early termination thereof and (ii) exercise Commercially Reasonable Efforts to recover amounts due thereunder. Additionally, Seller agrees that it shall not withdraw the Early [Repayment Amount] under and as defined in the Funding Agreement pursuant to the provision Attachment Staff Report Item 17D
23 of [Exhibit A to the Funding Agreement titled “Early Repayment Date and Early Repayment Amount”] unless such Early Repayment Amount plus other available funds are sufficient for the early redemption of the Bonds.

Section 8.5 Notice of PSC Remarketing Election. Seller covenants and agrees that it shall provide prompt notice to MSCG if the Project Participant makes a PSC Remarketing Election for any Reset Period.

ARTICLE IX.

TAXES
Seller shall (i) be responsible for all ad valorem, excise and other taxes assessed with respect to Energy delivered pursuant to this Agreement upstream of the Delivery Points, and (ii) indemnify Buyer and its Affiliates for any such taxes paid by Buyer or its Affiliates. Buyer shall (x) be responsible for all such taxes assessed at or downstream of the Delivery Points, and (y) indemnify Seller and its Affiliates for any such taxes paid by Seller or its Affiliates.

ARTICLE X.

DISPUTE RESOLUTION
Section 10.1 Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope of this agreement to arbitrate, shall be determined by final, non-appealable binding arbitration in San Francisco, California before three (3) arbitrators. The arbitration shall be administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures. Within 15 days after the commencement of arbitration, each of the Parties shall select one person to act as arbitrator, and the two so-selected arbitrators shall select a third arbitrator (the “chairperson”) within 30 days of the commencement of the arbitration. If either Party is unable or fails to select one person to act as arbitrator, such arbitrator shall be appointed by JAMS. If the Party-selected arbitrators are unable or fail to agree upon a chairperson, the chairperson shall be appointed by JAMS. The chairperson shall be a person who has experience in renewable energy-related transactions, and none of the arbitrators shall have been previously employed by either Party or have any direct pecuniary interest in either Party or the subject matter of the arbitration, unless such conflict is expressly acknowledged and waived in writing by each of the Parties. The Parties shall maintain the confidential nature of the arbitration proceeding and any award, including any hearing(s), except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. Any arbitration proceedings, decision or award rendered hereunder and the validity, effect and interpretation of this arbitration provision shall be governed by the Federal Arbitration Act. The arbitrator(s) shall have no authority to award consequential, treble, exemplary, or punitive damages of any type or kind regardless of whether such damages may be available under any law or right, with the Parties hereby affirmatively waiving their rights, if any, to recover or claim such damages. In any arbitration arising out of or related to this Agreement, the arbitrators shall award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred in seeking to enforce the application of this Section 10.1 and by the prevailing party in connection Attachment Staff Report Item 17D
24 with the arbitration. Notwithstanding the foregoing provisions of this Section 10.1, any costs incurred by a Party in seeking judicial enforcement of any written decision of the arbitrators shall be chargeable to and borne exclusively by the Party against whom such court order is obtained.

The award shall be final and binding on the Parties and judgment upon any award may be entered in any court of competent jurisdiction.

Section 10.2 Dispute Resolution.
(a) Judicial Reference. Without limiting the provisions in Section 10.1, if Section 10.1 is ineffective or unenforceable, any dispute between the Parties arising out of or in connection with this Agreement or its performance, breach, or termination (including the existence, validity and interpretation of this Agreement and the applicability of any statute of limitation period) (each, a “Dispute”) shall be resolved by a reference proceeding in California in accordance with the provisions of Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections (a “Reference Proceeding”), which shall constitute the exclusive remedy for the resolution of any Dispute. As a condition precedent to initiating a Reference Proceeding with respect to any Dispute, the Parties shall comply with the provisions of Section 10.2(b).
(b) Notice of Dispute. Prior to initiating the Reference Proceeding, a Party (the “Disputing Party”) shall provide the other Party (the “Responding Party”) with a written notice of each issue in dispute, a proposed means for resolving each such issue, and support for such position (the “Notice of Dispute”). Within 10 days after receiving the Notice of Dispute, the Responding Party shall provide the Disputing Party with a written notice of each additional issue (if any) with respect to the dispute raised by the Notice of Dispute, a proposed means for resolving every issue in dispute, and support for such position (the “Dispute Response”). Thereafter, the Parties shall meet to discuss the matter and attempt in good faith to reach a negotiated resolution of the dispute.

If the Parties do not resolve the dispute by mutual agreement within 60 days after receipt of the Dispute Response, (the “Negotiation Period”), then either Party may provide to the other Party written notice of intent for judicial reference (the “Impasse Notice”) in accordance with the further provisions of this Section 10.2.
(c) Applicability; Selection of Referees.
(i) The Party that provides the Impasse Notice shall nominate one referee at the same time it provides the Impasse Notice. The other Party shall nominate one referee within 10 days of receiving the Impasse Notice. The two referees (the “Party-Appointed Referees”) shall appoint a third referee (the “Third Referee”, together with the Party-Appointed Referees, the “Referees”). The Party-Appointed Referees shall be competent and experienced in matters involving the electric energy business in the United States, with at least 10 years of electric industry experience as a practicing attorney. The Third Referee shall be an active or retired California state or federal judge. Each of the Party-Appointed Referees and the Third Referee shall be impartial and independent of either Party and of the other referees and not employed by any of the Parties in any prior matter.

Attachment Staff Report Item 17D
25 (ii) If the Party-Appointed Referees are unable to agree on the Third Referee within 45 days from delivery of the Impasse Notice, then the Third Referee shall be appointed pursuant to CCP Section 640(b) in an action filed in the Superior Court of California, County of San Francisco (the “Court”), and with due regard given to the selection criteria above. A request for appointment of a referee may be heard on an ex parte or expedited basis, and the Parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP Section 170.6, each Party shall have one (1) peremptory challenge to the referee selected by the Court. (d) Discovery; Proceedings.
(i) The Parties agree that time is of the essence in conducting the Reference Proceeding. Accordingly, the referees shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within 20 days after the date of selection of the Third Referee, (ii) if practicable, try all issues of law or fact within 180 days after the date of the conference, and (iii) report a statement of decision within 20 days after the matter has been submitted for decision.
(ii) Discovery and other pre-hearing procedures shall be conducted as agreed to by the Parties, or if they cannot agree, as determined by the Third Referee after discussion with the Parties regarding the need for discovery and other pre-hearing procedures.
(iii) Except as expressly set forth herein, the Third Referee shall determine the manner in which the Reference Proceeding is conducted, including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the Reference Proceeding. The Reference Proceeding, including the trial, shall be conducted at a neutral location selected by the Parties, or if not agreed by the Parties, by the Third Referee, in San Francisco, California. (iv) All proceedings and hearings conducted before the referees, except for trial, shall be conducted without a court reporter, except that when any Party so requests, a court reporter will be used at any hearing conducted before the referees, and the referees will be provided a courtesy copy of the transcript. The Party making such a request shall have the obligation to arrange for and pay the court reporter. (e) Decision. The referees shall render a written statement of decision setting forth findings of fact and conclusions of law. The decision shall be entered as a judgment in the court in accordance with the provisions of CCP Sections 644 and 645. The decision shall be appealable to the same extent and in the same manner that such decision would be appealable if rendered by a judge of the Court. The Parties intend this general reference agreement to be specifically enforceable in accordance with the CCP.
(f) Expenses. Each Party shall bear the compensation and expenses of its respective Party-Appointed Referee, own counsel, witnesses, consultants and employees. All other expenses of judicial reference shall be split equally between the Parties.

Attachment Staff Report Item 17D
26 ARTICLE XI.

FORCE MAJEURE
Section 11.1 Applicability of Force Majeure. To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under this Agreement and such Party (the “Claiming Party”) gives notice and details of the Force Majeure to the other Party as soon as practicable, then the Claiming Party shall be excused from the performance of its obligations with respect to this Agreement (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure). The Claiming Party shall mitigate the Force Majeure with all reasonable dispatch. For the duration of the Claiming Party’s non-performance (and only for such period), the non-Claiming Party shall not be required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure.

ARTICLE XII.

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

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

Attachment Staff Report Item 17D
27 ARTICLE XIII.

ASSIGNMENT
Neither Party shall assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Party; provided, however, that:
(a) pursuant to the Bond Indenture, Buyer may, without the consent of Seller, transfer, sell, pledge, encumber or assign this Agreement to the Trustee in connection with any financing or other financial arrangements; provided that Buyer shall not assign this Agreement unless, contemporaneously with the effectiveness of such assignment, Buyer also assigns the Buyer Swap (and the Buyer Custodial Agreement) to the same assignee; (b) upon written notice to Buyer, Seller may, without Buyer’s consent, assign this Agreement to an Affiliate of Seller which assignment shall constitute a novation; provided that, Seller shall not assign this Agreement unless (i) Seller delivers a Rating Confirmation to Buyer with respect to such assignment, (ii) contemporaneously with the effectiveness of such assignment, Seller also assigns the Seller Swap, the Seller Custodial Agreement and the Master Custodial Agreement to the same assignee and either (A) Seller assigns the Funding Agreement and Energy Management Agreement to the same assignee or (B) the assignee provides to Buyer a guarantee of its obligations by Morgan Stanley, and (iii) the assignee is a special purpose entity approved by Buyer or its obligations under this Agreement are guaranteed or otherwise supported by (A) Morgan Stanley or (B) a Funding Recipient to the satisfaction of Buyer; and (c) if either (A) Seller notifies Buyer that the Funding Agreement will not be replaced, refinanced or re-priced as of the end of any Interest Rate Period, (B) Seller is unable to provide, under the Re-Pricing Agreement, an Estimated Available Discount (as defined in the Re-Pricing Agreement) that is equal to or greater than the Minimum Discount under the Power Supply Contract, or (C) both (1) Seller has agreed under the Re-Pricing Agreement to provide an Available Discount equal to or greater than the Minimum Discount but for a Reset Period shorter than the entire remaining term to maturity of this Agreement and (2) Buyer has identified a potential assignee that has agreed to provide an Available Discount equal to or greater than the Minimum Discount for a Reset Period equal to the entire remaining term to maturity of this Agreement then, at the request of Buyer, Seller will reasonably cooperate with Buyer to cause Seller’s (or Seller’s Affiliate’s, if applicable) right, title and interest in this Agreement, the Re-Pricing Agreement, the Seller Swap, the Seller Custodial Agreement and any Specified Investment Agreement with a term that extends past the then-current Interest Rate Period to which Seller or any Affiliate is a party and all agreements related to any of the foregoing (the “Transaction Documents”) to be novated to a replacement seller; provided that (x) a Rating Confirmation is obtained for any Bonds required to be redeemed on the first Mandatory Purchase Date following the effective date of such novation, (y) the Swap Counterparty shall have provided its prior written consent to such assignment in accordance with the terms of the Seller Swap, and (z) after giving effect to such novation, Seller will not have any obligations (contingent or otherwise, including any obligation to make or repeat any representations or warranties other than basic representations on authority and the right to transfer its rights, title and interests under this Agreement without encumbrances) or be required to make any payment under any Transaction Document or otherwise in connection with or following such novation other than any obligations that would have existed or payments that would Attachment Staff Report Item 17D
28 have been required had this Agreement terminated as of the end of the last Reset Period that commenced prior to such novation.

ARTICLE XIV.

PAYMENTS
Section 14.1 Monthly Statements.
(a) No later than the 5th day of each Month during the Delivery Period (excluding the first Month of the Delivery Period) and the first Month following the end of the Delivery Period, Buyer shall deliver to Seller a statement (a “Buyer’s Statement”) listing any other amounts due to Buyer in connection with this Agreement with respect to the prior Month(s). (b) No later than the 10th day of each Month during the Delivery Period (excluding the first Month of the Delivery Period) and the first Month following the end of the Delivery Period (the “Billing Date”), Seller shall deliver a statement (a “Billing Statement”) to Buyer and each of the Parties to the Participant Custodial Agreement indicating (i) the total amount due to Buyer, if any, under Article IV, Article V, Article VII and Exhibit C with respect to the prior Month(s), (ii) any amounts due to Seller in connection with this Agreement with respect to the prior Month(s), and (iii) the net amount due to Buyer or Seller; provided that invoicing for Monthly Excess Quantities and Assigned Paygo Quantities shall occur under the Participant Custodial Agreement. If a Participant Monthly Statement (as defined in the Participant Custodial Agreement) for an Assigned PPA has not been delivered by the 10th day of the Month following deliveries2, Seller shall provisionally prepare or cause to be prepared a Billing Statement for this Agreement that assumes all of the Monthly Projected Quantities were delivered under the applicable Assigned PPA for such Month, and any subsequent resettlements required with respect thereto shall occur under the Participant Custodial Agreement. As set forth in Section 5(a) of Exhibit C, in any Billing Statement that Seller delivers that reflects a Provisional Payment due, Seller shall indicate (x) the total amount of any Provisional Payment due for such Month and (y) the portion of such Provisional Payment that reflects the Net Participant Price that would otherwise be payable with respect thereto. The Parties acknowledge and agree that all amounts owed to and from Seller in connection with the Clean Energy Project shall be paid pursuant to the Master Custodial Agreement, and the Billing Statement may be provided by MSCG, as Seller’s agent, in the form of a consolidated statement regarding all amounts owed to and from Seller in connection with the Clean Energy Project for each Month, including payments to be made under this Agreement, the Funding Agreement, the Energy Management Agreement and the Seller Swap. (c) Upon request by either Party, the other Party shall deliver such supporting documentation of the foregoing as such requesting Party may reasonably request.

Section 14.2 Payment.
(a) If the Billing Statement indicates an amount due from Buyer, then Buyer shall remit such amount to Seller by wire transfer (pursuant to Seller’s instructions), in immediately available funds, on or before the later of (i) the 25th day of the Month following the most recent Month to which such Billing Statement relates, or (ii) the 10th day following Buyer’s 2 NTD: Parties to discuss PPA invoice timing.

Attachment Staff Report Item 17D
29 receipt of Seller’s Billing Statement, or if either such day is not a Business Day, the following Business Day. If the Billing Statement indicates an amount due from Seller, then Seller shall remit such amount to Buyer by wire transfer (pursuant to the Trustee’s instructions for payments due under this Agreement, provided that amounts due from Seller under Section 5(a) of Exhibit C shall be paid to the Provisional Payments Account under and as defined in the Participant Custodial Agreement), in immediately available funds, on or before the later of (i) the 24 th day of the Month
following the most recent Month to which such Billing Statement relates, or (ii) the 10th day following Seller’s receipt of Buyer’s Statement, or if either such day is not a Business Day, the preceding Business Day.
(b) If Buyer fails to issue a Buyer’s Statement with respect to any Month, Seller shall not be required to estimate any amounts due to Buyer for such Month, provided that Buyer may include any such amount on subsequent Buyer’s Statements issued within the next sixty (60) days. The sixty (60)-day deadline in this subsection (b) replaces the two (2)-year deadline in Section 14.5 with respect to any claim by any non-delivering Party of inaccuracy in any estimated invoice issued or payment made pursuant to this subsection (b).

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

Section 14.4 Late Payment. If a Party owing a net payment under Section 14.2 fails to remit the full amount payable when due, interest on the unpaid portion shall accrue from the date due until the date of payment at the Default Rate.

Section 14.5 Audit; Adjustments.
(a) A Party shall have the right, at its own expense, upon reasonable notice to the other Party and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other Party to the extent reasonably necessary, but only to such extent, to verify the accuracy of any statement, charge, payment, or computation made under this Agreement. This right to examine, audit, and obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Agreement.
(b) Each Buyer’s Statement and each Billing Statement shall be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such Buyer’s Statement or Billing Statement is objected to in writing, with adequate explanation and/or documentation, within two (2) years after the applicable Month of Energy delivery.

Attachment Staff Report Item 17D
30 (c) All retroactive adjustments shall be paid in full by the Party owing payment within 30 days of notice and substantiation of such inaccuracy. If the Parties are unable to agree upon any retroactive adjustments requested by either Party within the time period specified in Section 14.5(b), then either Party may pursue any remedies available with respect to such adjustments at law or in equity. Retroactive adjustments for payments made based on incorrect Buyer’s Statements or Billing Statements shall bear interest at the Default Rate from the date such payment was made. Buyer shall cause the Project Participant to comply with the provisions of Section 14.5(a) to the extent necessary to allow Seller to verify any amounts due under this Agreement.

Section 14.6 Netting. The Parties shall net all amounts due and owing, including any past due amounts (which, for the avoidance of doubt, shall include any accrued interest), arising under this Agreement such that the Party owing the greater amount shall make a single payment of the net amount to the other Party in accordance with this Article XIV. Notwithstanding the foregoing, Seller shall not be entitled to net (i) any amounts that are in dispute or (ii) any payments due to Seller against (A) the Termination Payment if it becomes due, or (B) any payments due from Seller pursuant to Article IV, Article V or Exhibit C.

ARTICLE XV.

RECEIVABLES PURCHASES
In accordance with the provisions of Exhibit G, Buyer shall put and Seller shall purchase certain Put Receivables (as defined in Exhibit G) from Buyer relating to payment defaults by the Specified Project Participant (as defined in Exhibit G).

ARTICLE XVI.

NOTICES
Any notice, demand, or request required or authorized by this Agreement to be given by one Party to another Party shall be in writing and shall either be sent by electronic means, courier, or personally delivered (including overnight delivery service) to each of the notice recipients and addresses specified in Exhibit B for the receiving Party. Any such notice, demand, or request shall be deemed to be given (i) on the date it is delivered by electronic means, or (ii) when actually received if delivered by courier or personal delivery (including overnight delivery service). Each Party shall have the right, upon 10 days’ prior written notice to the other Party, to change its list of notice recipients and addresses in Exhibit B. The Parties may mutually agree in writing at any time to deliver notices, demands or requests through alternate or additional methods.

Notwithstanding the foregoing, a Party may at any time notify the other Party that any notice, demand, statement or request to it must be provided by email transmission for a specified period of time or until further notice, and any communications delivered by means other than email transmission during the specified period of time shall be ineffective.

ARTICLE XVII.

ACCELERATION; TERMINATION; REMEDIES
Section 17.1 Acceleration Event. Each of the following events shall constitute an “Acceleration Event” under this Agreement:

Attachment Staff Report Item 17D
31 (a) The acceleration of the Funding Recipient’s payment obligations under the Funding Agreement pursuant to Section [__] of the Funding Agreement due to an [Event of Default (as defined in the Funding Agreement)];
(b) Seller is unable to replace, refinance or re-price the Funding Agreement for any Reset Period by the date that is one week prior to the beginning of the first Month following a Reset Period;
(c) MSCG designates an “Early Termination Date” under the Energy Management Agreement due to the Project Participant making a PSC Remarketing Election for a Reset Period;
(d) MSCG purchases the Funding Agreement from Seller pursuant to [Section

17.6(a)] of the Energy Management Agreement following the occurrence of a Ledger Event; or (e) a Failed Remarketing occurs.

Section 17.2 Energy Delivery Termination Events. Each of the following events shall constitute an “Energy Delivery Termination Event” under this Agreement:

Termination
Related to:

Energy Delivery
Termination Event:
(a) Ledger Event The occurrence of a Ledger Event.
(b) Termination
of Energy
Management
Agreement and
Failure to
Replace MSCG
Both (A) an “Early Termination Date” occurs under the Energy Management Agreement, and (B) Seller is unable to enter into a replacement Energy Management Agreement by the date that is 120 days following such Early Termination Date under the Energy Management Agreement (provided that, for the avoidance of doubt, Seller may only enter into such a replacement Energy Management Agreement if Seller delivers a Rating Confirmation to Buyer with respect to its entry into such replacement Energy Management Agreement).
(c) Termination
of a Buyer Swap
Both (A) an Early Termination Date (as defined in the Buyer Swap) is designated pursuant to the terms of the Buyer Swap for any reason or occurs automatically pursuant to the terms of the Buyer Swap based on an Event of Default or Termination Event (as each term is defined in the Buyer Swap), and (B) either the Seller Swap or the Buyer Swap is not replaced within the Swap Replacement Period.

Attachment Staff Report Item 17D
32 Termination
Related to:

Energy Delivery
Termination Event:
(d) Termination
of a Seller Swap
Both (A) an Early Termination Date (as defined in the Seller Swap) is designated pursuant to the terms of the Seller Swap for any reason or occurs automatically pursuant to the terms of the Seller Swap based on an Event of Default or Termination Event (as each term is defined in the Seller Swap), and (B) either such Seller Swap or the Buyer Swap is not replaced within the Swap Replacement Period.

Section 17.3 Payments Following a Ledger Event. If a Ledger Event occurs and MSCG has not purchased the Funding Agreement pursuant to [Section 17.6(a)] of the Energy Management Agreement, then Seller shall pay to Buyer any amounts paid by MSCG to Seller pursuant to [Section 17.6(b)] of the Energy Management Agreement, which amounts will accrue from the first day of the Month following the Month during which a Ledger Event occurs until (but not including) the earlier of (a) an Early Termination Payment Date or (b) the Initial Mandatory Purchase Date (as defined in the Bond Indenture); provided that the Parties acknowledge and agree that such amounts shall not accrue for any Month in which an Early Termination Payment Date has been designated as a result of MSCG’s purchase of the Funding Agreement pursuant to [Section 17.6(a)] of the Energy Management Agreement.

Section 17.4 Remedies and Termination.
(a) Acceleration Event and Delivery Period Termination. An Energy Delivery Termination Date shall occur automatically upon the date of the occurrence of an Acceleration Event or an Energy Delivery Termination Event. As of the Energy Delivery Termination Date, (i) the Delivery Period shall end, (ii) the obligation of Seller to make any further deliveries of Energy to Buyer under this Agreement shall terminate and shall be replaced with a continuing obligation to make payment of the amounts set forth in Exhibit D-3 to Buyer until the earlier of (A) the Month in which an Early Termination Payment Date occurs and (B) the last due date for such payments under Exhibit D-3, and (iii) the obligation of Buyer to receive deliveries of Energy from Seller under this Agreement shall terminate. For the avoidance of doubt, (i) except as set forth in this Section 17.4(a), this Agreement will continue past an Energy Delivery Termination Date, and (ii) an Acceleration Event may arise contemporaneously with an Energy Delivery Termination Date or at any time thereafter and the occurrence of an Energy Delivery Termination Date shall not prevent the occurrence of an Acceleration Event. (b) Early Termination Payment Date. Following an Acceleration Event, Seller shall (i) promptly notify the Master Custodian of the Early Termination Payment Date and (ii) pay the Termination Payment to the Trustee on the Early Termination Payment Date pursuant to payment instructions issued by Buyer or, in the absence of such instructions, by wire transfer.

Such amounts shall be paid together with interest thereon (before as well as after judgment) from (and including) the Early Termination Payment Date to (but excluding) the date such amount is paid, at the Default Rate. The Parties acknowledge that it is impractical and difficult to assess actual damages as a result of a termination of the Delivery Period under this Agreement, and the Parties therefore agree that the payment of the Termination Payment or the continued payment of Attachment Staff Report Item 17D
33 amounts specified in Exhibit D-3, as applicable, is a fair and reasonable pre-estimate of the actual damages that would be incurred by Buyer as a result of termination of the Delivery Period under this Agreement for any reason and is not a penalty. The obligation of Seller to pay the Termination Payment on the Early Termination Payment Date is unconditional, irrespective of the validity or enforceability of this Agreement or any other agreement contemplated hereby, any waiver or consent by Buyer or any other circumstances that might otherwise constitute a legal or equitable discharge of Seller or a defense of Seller to pay the Termination Payment. Seller waives all rights to set-off, counterclaim, recoupment and any other defenses that might otherwise be available to Seller with regard to Seller’s obligation to pay the Termination Payment on the Early Termination Payment Date.
(c) Exclusive Termination Rights. Neither this Agreement nor the Delivery Period may be terminated for any reason except as specified in this Article XVII and in Section

2.2. Except with respect to amounts due for periods prior to termination, the payment of the Termination Payment and, if applicable, any amounts specified in Exhibit D-3 shall be the sole and exclusive remedy for each Party upon the termination of the Delivery Period and this Agreement for any reason, including as a result of rejection of this Agreement by either Party in any bankruptcy proceedings.

Section 17.5 Replacement of Swaps.
(a) In the event that (i) any Buyer Swap or any Seller Swap terminates, (ii) any notice of termination is delivered by any party to a Buyer Swap or a Seller Swap, or (iii) any Buyer Swap or Seller Swap is otherwise reasonably anticipated to become subject to immediate termination, in each case for any reason other than a Seller Specified Termination or insolvency of either Buyer or Seller, then each Party whose swap is affected shall notify the other Party and the Parties shall cooperate in good faith for a period of 120 days (commencing no later than the date on which any notice of termination (or anticipated termination) is delivered by any party to a Buyer Swap or a Seller Swap) (such period, the “Swap Replacement Period”) to (x) cause the same Swap Counterparty whose Buyer Swap or Seller Swap has been terminated (or is anticipated to terminate) to terminate its unaffected Seller Swap or Buyer Swap, as applicable, and (y) locate replacement agreements with an alternate Swap Counterparty, to be mutually agreed upon by Buyer and Seller, to replace both the affected swap and the unaffected swap; provided, however, that neither Party shall be required to breach any obligation under the unaffected swap or to expend any amounts to cause the unaffected swap to be replaced or to cause an alternate counterparty to replace both swaps. Neither Party shall terminate this Agreement as a result of the termination of any Seller Swap or any Buyer Swap without first complying with this Section 17.5.

As used in this Section 17.5, the term “Seller Specified Termination” means a termination or potential termination of the Seller Swap due to (i) an Event of Default (as such term is defined in the Seller Swap) with respect to Seller pursuant to Section 5(a)(iii) of the Seller Swap, in either case other than where (A) any such failure to pay or transfer was caused solely by error or omission of an administrative or operational nature; (B) funds were available to enable Seller to make such payment or transfer when due; and (C) such payment or transfer is made within two (2) Business Days of Seller’s receipt of written notice of its failure to pay or transfer, or (ii) an Event of Default (as such term is defined in the Seller Swap) with respect to Seller under Section 5(a)(vii) of the Seller Swap.

Attachment Staff Report Item 17D
34 (b) In the event of a termination (or anticipated termination) of the Seller Swap, if Seller (i) presents to Buyer a proposed alternate Swap Counterparty, (ii) requests in writing that Buyer enter into a replacement swap with such alternate Swap Counterparty, and (iii) agrees to pay Buyer’s reasonable expenses in connection therewith, Buyer shall (y) enter into a master agreement with such alternate Swap Counterparty and (z) either (A) terminate the Buyer Swap when permitted thereby and enter into a replacement transaction under such new master agreement to the same effect as the terminated Buyer Swap or (B) cause such Buyer Swap to be novated to such replacement Swap Counterparty, provided that, in each instance, such replacement Swap Counterparty, replacement master agreement and replacement transaction meet the requirements specified for such under the Bond Indenture. Buyer shall not replace a Buyer Swap without Seller’s consent.
(c) Each of Buyer and Seller agree that it will not enter into a replacement Buyer Swap or Seller Swap, as applicable, unless the other Party is replacing its Buyer Swap or Seller Swap, as applicable, with the same replacement Swap Counterparty. (d) In the event that the Seller Swap terminates or is no longer in effect and the Prepay LLC Payments Period (as defined in the Seller Custodial Agreement) is in effect, then, during such Prepay LLC Payments Period, Seller shall comply with the terms of the Seller Custodial Agreement and make all payments as and when required under Section 3(e) of the Seller Custodial Agreement. In the event that the Buyer Swap terminates or is no longer in effect and the Issuer Payments Period (as defined in the Buyer Custodial Agreement) is in effect, then, during such Issuer Payments Period, Buyer shall comply with the terms of the Buyer Custodial Agreement and make all payments as and when required under Section 3(e) of the Buyer Custodial Agreement. The Parties agree that during any Prepay LLC Payments Period (as defined in the Seller Custodial Agreement) and during any Issuer Payments Period (as defined in the Buyer Custodial Agreement), Seller shall act as calculation agent under the Seller Custodial Agreement or the Buyer Custodial Agreement, as applicable. Seller agrees not to permit any amendment or other modification to the Seller Custodial Agreement that could adversely affect the right of Buyer to receive payments pursuant to Section 3(e) of the Seller Custodial Agreement. Buyer agrees not to permit any amendment or other modification to the Buyer Custodial Agreement that could adversely affect the right of Seller to receive payments pursuant to Section 3(e) of the Buyer Custodial Agreement.

Section 17.6 Limitation on Damages. THE PARTIES CONFIRM THAT THE

EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY

PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS

HEREIN PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE

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

LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT

DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY

STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION, OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN

IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD Attachment Staff Report Item 17D
35 TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING WITHOUT LIMITATION

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

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

ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO

DETERMINE, OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT,

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

DAMAGES THAT WOULD MAKE THE PARTIES WHOLE, THE PARTIES HAVE

THOROUGHLY CONSIDERED, INTER ALIA, THE UNCERTAINTY OF FLUCTUATIONS

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

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

KNOWLEDGE, SOPHISTICATION AND EQUAL BARGAINING POWER OF THE

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

CIRCUMSTANCES OF THIS TRANSACTION, THE ACCOUNTING AND TAX

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

OTHER TRANSACTIONS IN RELIANCE ON THE ENFORCEABILITY OF THE LIQUIDATED DAMAGES PROVISIONS CONTAINED HEREIN. THE PARTIES ACKNOWLEDGE THAT THIS IS A SALE OF GOODS SUBJECT TO ARTICLE 2 OF THE NEW YORK UNIFORM COMMERCIAL CODE, INCLUDING WITHOUT LIMITATION, §§ 2-706(6), 2-711, 2-718, AND 2-719.

Section 17.7 Option to Purchase Bonds. In connection with any new Interest Rate Period established under the Bond Indenture after the initial Interest Rate Period, Seller shall have the option to purchase Bonds to be remarketed on the relevant Mandatory Purchase Date by delivering notice to Buyer and the Trustee no later than the last Business Day of the Reset Period that Seller will purchase a quantity of Bonds necessary to avoid the occurrence of a Failed Remarketing. In the event that Seller exercises such option, (x) Seller will be obligated to pay the purchase price of such Bonds in immediately available funds on the Mandatory Purchase Date, and (y) to the extent a PSC Remarketing Election is in effect with respect to the Reset Period commencing immediately prior to such Interest Rate Period, then Seller shall be required to remarket the Contract Quantities associated with the PSC Remarketing Election, provided that:
(a) Seller shall be entitled to purchase such Energy for its own account, (b) for all such Energy, regardless of how it is remarketed, Seller will pay Buyer the amount determined pursuant to Section 5(b)(iv) of Exhibit C, and (c) to the extent that it is determined that interest on the Bonds purchased by Seller is not excluded from gross income for federal income tax purposes, Section 7 through Section 9 of Exhibit C shall not apply to any such remarketing.

Section 17.8 Termination Payment Adjustment Schedule. Seller shall prepare revisions to the then-current Exhibit D-2 (Termination Payment Adjustment Schedule) in connection with each successive Interest Rate Period pursuant to the terms of the Re-Pricing Agreement by delivering a revised Exhibit D-2 to Buyer no later than the last day of the applicable Attachment Staff Report Item 17D
36 Reset Period, in which case such amendments will be effective as of the first day of the next Interest Rate Period.

ARTICLE XVIII.

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

Section 18.2 Deliveries. No later than delivery of the Prepayment, Buyer will deliver to Seller a copy of the Bond Indenture. The following documents shall be delivered by the Parties contemporaneously with this Agreement (unless otherwise specified):
(a) by Seller no later than the date of issuance of the Bonds, an executed copy of the Funding Agreement;
(b) by Buyer, a certificate of the Secretary or Assistant Secretary of Buyer setting forth (i) the resolutions of its governing body with respect to the authorization of Buyer to execute and deliver this Agreement, the Bond Indenture and the Power Supply Contract, (ii) the appropriate individuals who are authorized to sign such agreements, (iii) specimen signatures of such authorized individuals, and (iv) the organization documents of Buyer, certified as being true and complete;
(c) by Seller, evidence reasonably satisfactory to Buyer of (i) Seller’s authority to execute and deliver this Agreement and (ii) the appropriate individuals who are authorized to sign this Agreement; and
(d) at Seller’s request at any time, Buyer shall provide Seller with a valid sales tax exemption certificate and any other required exemption or resale certificate in jurisdictions where sales of Energy occur under this Agreement to the extent such a certificate can be obtained and is necessary for exemption from any relevant state taxes that may be levied against the Parties in relation to the transactions under, or pursuant, to this Agreement.

Section 18.3 Entirety; Amendments. This Agreement and the Re-Pricing Agreement, including the exhibits and attachments hereto and thereto, constitute the entire agreement between the Parties and supersedes all prior discussions and agreements between the Parties with respect to the subject matter hereof and thereof. There are no prior or contemporaneous agreements or representations affecting the same subject matter other than those Attachment Staff Report Item 17D
37 expressed herein and in the Re-Pricing Agreement. Except for any matters that, in accordance with the express provisions of this Agreement, may be resolved by oral agreement between the Parties, no amendment, modification or change herein shall be enforceable unless reduced to writing and executed by both Parties.

Section 18.4 Governing Law. THIS AGREEMENT AND THE RIGHTS AND

DUTIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND

CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF

THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLE THAT WOULD DIRECT THE APPLICATION OF ANOTHER JURISDICTION’S LAW; PROVIDED, HOWEVER, THAT THE AUTHORITY OF BUYER TO ENTER INTO

AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

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

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

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

Section 18.9 Relationships of Parties. The Parties shall not be deemed to be in a relationship of partners or joint venturers by virtue of this Agreement, nor shall either Party be an agent, representative, trustee or fiduciary of the other, except that Seller shall act on behalf of Buyer in remarketing Energy pursuant to Exhibit C. Neither Party shall have any authority to bind the other to any agreement. This Agreement is intended to secure and provide for the services of each Party as an independent contractor.

Attachment Staff Report Item 17D
38 Section 18.10 Immunity. Buyer represents and covenants to and agrees with Seller that it is not entitled to and shall not assert the defense of sovereign immunity with respect to its obligations or any Claims under this Agreement.

Section 18.11 Rates and Indices.
(a) Commodity Reference Prices.
(i) Price Replacement Process for Energy. If a Daily Commodity Reference Price for Energy is not available for any Hour but such Daily Commodity Reference Price has not permanently ceased to be published, then the Parties shall promptly endeavor to agree on an alternative source for determination of such Daily Commodity Reference Price for the applicable Hours. If such agreement is not reached by the Parties within three (3) Business Days, the Parties shall request quotations for the applicable Daily Commodity Reference Price from four (4) recognized dealers in the applicable commodity (two (2) selected by each Party) for the period that such Daily Commodity Reference Price is expected to be unavailable. If four (4) quotations are provided as requested, the applicable Daily Commodity Reference Price for the applicable Hours shall be the arithmetic mean of the quotations provided by each recognized dealer after disregarding the quotations having the highest and lowest values; provided that, if more than one (1) quotation has the same value, then one (1) of such quotations shall be disregarded. If exactly three (3) quotations are provided, the applicable Daily Commodity Reference Price for the applicable Hours shall be the quotation provided by the relevant dealer that remains after disregarding the quotations having the highest and lowest values; provided that, if more than one (1) quotation has the same value, then the value of the two (2) quotations with the same value shall control. If fewer than three (3) quotations are provided, the Parties shall seek additional quotations until at least three (3) have been received. (ii) Price Replacement Process for Non-Published Index. If a Daily Commodity Reference Price is not available because it has permanently ceased to be published, then the Parties shall promptly endeavor to agree on an alternative source for determination of such Daily Commodity Reference Price, which may include agreeing upon a published index or a basket of published indices (“Daily Replacement Index”) from which to seek quotes for basis differentials as the replacement for the applicable Daily Commodity Reference Price. If such agreement is not reached by the Parties within three (3) Business Days, then the Daily Replacement Index shall be selected by Seller, acting reasonably. The Parties shall request quotations from four (4) recognized dealers in the applicable commodity (two (2) selected by each Party) for a basis differential (“Daily Basis Differential”) between the Daily Replacement Index and physical prices at the relevant Delivery Point for the remaining term of this Agreement. If four (4) quotations are provided as requested, the Daily Basis Differential will be the arithmetic mean of the quotations provided by each recognized dealer, after disregarding the quotations having the highest and lowest values; provided that, if more than one (1) quotation has the same value, then one (1) of such quotations shall be disregarded. If exactly three (3) quotations are provided, the Daily Basis Differential shall be the quotation provided by the relevant dealer that remains after disregarding the quotations having the highest and lowest values; provided that, if more than one (1) quotation has the same value, then the value of the two Attachment Staff Report Item 17D
39 (2) quotations with the same value shall control. If fewer than three (3) quotations are provided, the Parties shall seek additional quotations until at least three (3) have been received. The applicable Daily Commodity Reference Price shall be the Daily Replacement Index plus the Daily Basis Differential calculated in accordance with the provisions of this clause (iii).
(b) Corrections. If a value published for any rate or index used or to be used in this Agreement is subsequently corrected and the correction is published or announced by the Person responsible for that publication or announcement within thirty (30) days after the original publication or announcement, either Party may notify the other Party of (i) that correction and (ii) the amount (if any) that is payable as a result of that correction. If, not later than thirty (30) days after publication or announcement of that correction, a Party gives notice that an amount is so payable, the Party that originally either received or retained such amount shall, not later than three (3) Business Days after the effectiveness of that notice, pay, subject to any other applicable provisions of this Agreement, to the other Party that amount, together with interest on that amount at the Default Rate for the period from and including the day on which a payment originally was (or was not) made to but excluding the day of payment of the refund or payment resulting from that correction.

Section 18.12 Limitation of Liability. Notwithstanding anything to the contrary herein, all obligations of Buyer under this Agreement, including without limitation all obligations to make payments of any kind whatsoever, are special, limited obligations of Buyer payable solely from Trust Estate (as such term is defined in the Bond Indenture) as and to the extent provided in the Bond Indenture, including with respect to Operating Expenses (as such term is defined in the Bond Indenture). Buyer shall not be required to advance any moneys derived from any source other than the Revenues (as such term is defined in the Bond Indenture) and other assets pledged under the Bond Indenture for any of the purposes in this Agreement mentioned. Neither the faith and credit of Buyer nor the taxing power of the State of California or any political subdivision thereof is pledged to payments pursuant to this Agreement. Buyer shall not be directly, indirectly, contingently or otherwise liable for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any conceivable theory, under or by reasons of or in connection with this Agreement, except solely to the extent Revenues (as such term is defined in the Bond Indenture) are received for the payment thereof and may be applied therefor pursuant to the terms of the Bond Indenture.

Section 18.14 Rights of Trustee. Pursuant to the terms of the Bond Indenture, Buyer has irrevocably appointed the Trustee as its agent to issue notices (including Remarketing Notices, Call Option Notices, Put Option Notices and Repurchase Offers) and, as directed under the Bond Indenture, to take any other actions that Buyer is required or permitted to take under this Agreement. Seller may rely on notices or other actions taken by Buyer or the Trustee and Seller has the right to exclusively rely on any notices delivered by the Trustee that the Trustee is authorized to deliver under the Bond Indenture, regardless of any conflicting notices that it may receive from Buyer.

Attachment Staff Report Item 17D
40 Section 18.15 Waiver of Defenses. Seller waives all rights to set-off, counterclaim, recoupment and any other defenses that might otherwise be available to Seller with regard to Seller’s obligations pursuant to the terms of this Agreement.

Section 18.16 U.S. Resolution Stay. The Parties agree that (i) to the extent that prior to the date hereof the Parties hereto have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol are incorporated into and form a part of this Agreement, and for such purposes this Agreement shall be deemed a Protocol Covered Agreement and each Party shall be deemed to have the same status as Regulated Entity or Adhering Party as applicable to it under the Protocol; (ii) to the extent that prior to the date hereof the Parties have executed a separate agreement the effect of which is to amend the qualified financial contracts between them to conform with the requirements of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are incorporated into and form a part of this Agreement and for such purposes each Party shall be deemed to have the same status as “Covered Entity”, “Counterparty Entity” or “Client Entity” (or other similar term) as applicable to it under the Bilateral Agreement; or (iii) if clause (i) and clause (ii) do not apply, the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)” or the “Agency Version of Omnibus Agreement (for use with U.S. G-SIBs)”, as applicable, published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org), the effect of which is to amend the qualified financial contracts between the Parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of this Agreement, and for such purposes this Agreement shall be deemed a “Covered Agreement,” Seller shall be deemed a “Covered Entity” and Buyer shall be deemed a “Counterparty Entity” (or “Client Entity” for the Agency version, as applicable). In the event that, after the date of this Agreement, the Parties hereto become adhering Parties to the Protocol, the terms of the Protocol will replace the terms of this section. In the event of any inconsistencies between this Agreement and the terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern.

Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “this Agreement” include any related credit enhancements entered into between the Parties, directly or indirectly through an agent, or provided by one to the other. In addition, the Parties agree that the terms of this paragraph shall be incorporated into any related covered affiliate credit enhancements, as applicable, with all references to Seller replaced by references to the covered affiliate support provider. “QFC Stay Rules” means the regulations codified at 12 C.F.R. 252.2, 252.81–8, 12 C.F.R. 382.1- 7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the override of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate credit enhancements.

Section 18.17 Rate Changes.

Attachment Staff Report Item 17D
41 (a) Absent the agreement of the Parties to the proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement, whether proposed by a Party (to the extent that any waiver in Section 18.17(b) below is unenforceable or ineffective as to such Party), a non-party or FERC acting sua sponte, shall solely be the “public interest” application of the “just and reasonable” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v.

Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group Inc. v. Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 (2008) and further refined in NRG Power Marketing v. Maine Public utilities Commission, 558 U.S. 165 (2010). (b) In addition, and notwithstanding Section 18.17(a), to the fullest extent permitted by applicable Law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under Section 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable Law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable Law or market conditions that may occur. In the event it were to be determined that applicable Law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this Section 18.17(b) shall not apply, provided that, consistent with Section 18.17(a), neither Party shall seek any such changes except solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in Section 18.17(a).

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.
[Separate Signature Page(s) Attached]
Attachment Staff Report Item 17D
[Signature Page to Prepaid Agreement]
ENERGY PREPAY [__], LLC
By: Morgan Stanley Capital Group Inc. its Manager
By: _____________________________
Name: _____________________________
Title: _____________________________
Attachment Staff Report Item 17D
[Signature Page to Prepaid Agreement]

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY
By: _____________________________
Name: _____________________________
Title: _____________________________
Attachment Staff Report Item 17D
A-1
EXHIBIT A-1

BASE ENERGY HOURLY QUANTITIES
[To be attached.]
Attachment Staff Report Item 17D
A-2
EXHIBIT A-2

EPS ENERGY PERIOD MONTHLY PROJECTED QUANTITIES
[To be attached.]
Attachment Staff Report Item 17D
A-3
EXHIBIT A-3

ANNUAL QUANTITY
[To be attached.]
Attachment Staff Report Item 17D
B

EXHIBIT B

NOTICES
IF TO SELLER: Energy Prepay [__], LLC
c/o Morgan Stanley & Co.

Attention: Commodities Sales & Trading
[1585 Broadway
New York, NY 10036-8293]
With a mandatory copy to:

Email: [email protected]
General Notices: Attn: Miscellaneous Notices
Phone 24/7: 914-225-1500
Email: [email protected]
and [____]
Power Scheduling: Attn: Power Scheduling
Phone 24/7: 914-225-1500
Email: [email protected]
Payments/Invoicing/
Statements:

Attn: Ops Manager, Power and Natural Gas Attn: Man
Phone: 212-762-3723 or 212-762-1049 Phone: 44
Email: [email protected] Email: phy
IF TO BUYER:

General Notices: California Community Choice Financing Authority 1125 Tamalpais Avenue
San Rafael, CA 94901
Email: [____]
Invoicing/Payments: Email: [____]
Attachment Staff Report Item 17D
C-1

EXHIBIT C

ENERGY REMARKETING
Section 1. Defined Terms. Capitalized terms used but not otherwise defined in this Exhibit shall have the meanings given to such terms in this Agreement, unless otherwise indicated.

The following terms, when used in this Exhibit C and identified by the capitalization of the first letter thereof, have the respective meanings set forth below, unless the context otherwise requires.

Ava Community Energy Board of DirectorsJune 18, 2025

Ava Community Energy Board of Directors
June 18, 2025