Ava Community Energy Board of Directors
September 16, 2026

Board of Directors Meeting
Wednesday, September 16, 2026
6:00 pm
In Person:

Board Room
Ava Community Energy
1999 Harrison St, Ste 2300
Oakland, CA 94612
Or from the following locations:

Commodore Lounge - 3 Commodore Drive, Emeryville, CA 94608 4917 Knowlson Terrace, Fremont, CA 94555
1100 Webster St, 2nd Floor Conference Room, Oakland, CA 94607 Larch Clover Community Center – 11157 West Larch Road, Tracy, CA 95376
New City Hall – 501 W Weber Ave, Building 1, Stockton, CA 95203 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
Public comment letters received for Ava Community Energy meetings are posted at https://app.box.com/v/avapubliccomment.

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.

CONSENT AGENDA

4. Approval of Minutes from July 15, 2026

5. Contracts Entered Into (Informational Item)

6. San Leandro Citywide default change request (Action Item) Requesting action from Ava’s Board to pass Resolution authorizing City’s request to change default from R100 to BC on a schedule to be determined by Ava’s CEO in consultation with City

7. LHi Group FY26-27 (Action Item)
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.

8. Fifth Amendment to Ascend Analytics Saas (Action Item) Approving a Resolution of the Board of Directors of Ava Community Energy Authority authorizing the CEO to negotiate and execute a fifth Amendment to the Ascend Analytics battery optimization Saas agreement

9. Treasurer’s Report (Informational Item)
Report on Ava’s cash balances as of June 30, 2026

REGULAR AGENDA
Pursuant to Board direction, any agenda item not started by 9:00 p.m. will be continued to a future meeting unless the Board, by majority vote, elects to hear the item that evening.

The Board may also determine an alternate disposition of the item at its discretion.

10.CEO Report
Ava Community Energy
Board of Directors Page | 3

11.CAC Report

12.Chair and Vice-Chair Appointment (Action Item)

13.Approve a resolution on a suite of power related products with Sentinel Energy Center, LLC from a hybrid battery project (Action Item) Approving a Resolution of the Board of Directors of Ava Community Energy for the CEO to negotiate and execute agreements for BESS, RA and Financially Settled products.

14.Update on Customer Programs Strategy (Informational Item) Updating the board on the status of the Customer Programs Strategy development process

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

16.Closed Session Public Comment

17.Closed Session
a. PUBLIC EMPLOYEE PERFORMANCE EVALUATION Pursuant to Government Code Section 54957. Title: Chief Executive Officer
b. CONFERENCE WITH LABOR NEGOTIATORS Pursuant to Government Code Section 54957.6. Agency Representatives: Inder Khalsa, Jonathan Tedesco, Betsy Andersen, and Juan González. Unrepresented employee: Chief Executive Officer.

18.Report Out of Closed Session

19.Adjourn
The next Ava Board of Directors meeting will be held on Wednesday, October 21, 2026 at 6:00 pm.

Board Meeting Access Instructions
If you need help finding or accessing the building, please call our Ava representative who is stationed in the building lobby: 510-393-0492.

Directions
Directions via BART
If you are taking BART: the 19th Street station is the closest stop to our office and is about a 5 minute walk away. Use the 20th St / Thomas L. Berkeley Way station exit.

Directions via Bike
Bike riders wanting to park their bike inside the parking garage can enter through the main building lobby. Bike parking is available on the parking garage first level right in front of the garage elevators.

Directions to Parking Garage via Car
The entrance to the building’s attached garage is located on Harrison Street. If you’re driving northbound on Harrison Street, as soon as you cross 19th St. the garage entrance is 3/4 down on your left-hand side. If you’re heading east on Thomas L Berkeley Way/20th St.

Continue East then make a right turn on Harrison
Street, and the garage entrance is a quarter block up
on your right-hand side.

When you arrive, enter via the gate labeled “Public
Parkers”. There are four floors of the parking garage,
and you will need to take the elevator in the parking
garage to the first floor. The parking attendant or
an Ava representative will provide access into the
building lobby.

The parking garage entry gate will be open until 8pm
for CAC and BOD meetings. Attendees can exit the
parking garage until 11pm.

Note that the garage’s parking fee is $30 per use.

Street parking is widely available near the building
and free after 6pm.

Check-in at Security Desk
When you arrive at our building, please check in with the security desk in the lobby to get access to the elevators.

If you have questions or need assistance, an Ava representative will be stationed and identifiable in the lobby. They can be reached at: 510-393-0492.

Public Parkers entrance
1999 Harrison Street, Suite 2300, Oakland, CA 94612

Commonly Used Acronyms
Commonly Used Acronyms
__________________________________________________________________ BESS Battery Energy Storage System
CAC Community Advisory Committee
CAISO California Independent System Operator
CalCCA California Community Choice Association
CalEVIP California Electric Vehicle Incentive Program
CARB California Air Resources Board
CARE California Alternate Rates for Energy
CCA Community Choice Aggregator
CEC California Energy Commission
CPUC California Public Utilities Commission
DA Direct Access (private retail energy provider)
DAC Disadvantaged Community
DAC-GT Disadvantaged Communites-Green Tariff
DER Distributed Energy Resource
DERMS Distributed Energy Resources Management Systems
DR Demand Response
EBCE East Bay Community Energy
EPS Emissions Performance Standards
ERMP Energy Risk Management Policy
ESA Energy Storage Agreement
EVSE Electric Vehicle Supply Equipment
FAP Finance, Administrative, and Procurement (subcommittee) FERA Family Electric Rate Assistance
GHG Greenhouse Gas
IOU Investor-Owned Utility
IRP Integrated Resource Plan
JPA Joint Powers Authority, or Joint Powers Agreement
kW
Kilowatt (1,000 Watts, where a Watt is a measure of
instantaneous power)
kWh Kilowatt-hour (a measure of energy used in a one-hour period) LDBP Local Development Business Plan
LSE Load-Serving Entity
Commonly Used Acronyms
MRL Marketing, Regulatory, and Legislative (subcommittee) MW Megawatt (1,000 kilowatts)
MWh Megawatt-hour (1,000 kilowatt hours)
NEM Net Energy Metering
PCC Product Content Category
PCIA Power Charge Indifference Adjustment
PCL Power Content Label
PPA Power Purchase Agreement
PV Photovoltaic (solar)
RA Resource Adequacy
REC Renewable Energy Credit
RPS Renewable Portfolio Standard
SMUD Sacramento Municipal Utility District
VPP Virtual Power Plant

Draft Minutes
Board of Directors Meeting
Wednesday, July 15, 2026
6:00 pm
In Person:

Board Room
Ava Community Energy
1999 Harrison St, Ste 2300
Oakland, CA 94612
Or from the following locations:

Lounge Room, 3 Commodore Drive, Emeryville, CA 94608
4917 Knowlson Terrace, Fremont, CA 94555
35653 Scarborough Dr., Newark, CA 94560
1100 Webster St, 2nd Floor Conference Room, Oakland, CA 94607 501 W Weber Ave Building 1, Stockton CA 95203
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
Public comment letters received for Ava Community Energy meetings are posted at https://app.box.com/v/avapubliccomment.

1. Welcome & Roll Call

Present: Members: Marquez (Alameda County), Lopez (Albany), Tregub (Berkeley), Morada (Dublin), Kaur (Emeryville), Keng (Fremont), Roche (Hayward), Barrientos (Livermore), Del Catancio (Newark), Brown (Oakland), Balch (Pleasanton), Blower (Stockton), Nygard (Tracy), Sakakihara (Union City), CAC Chair Souza (Community Advisory Committee), Vice-Chair Gonzalez (San Leandro) and Chair Andersen (Piedmont) Alternate Member Blower served as representative for the City of Stockton (Fugazi).

Not Present: Members: Diallo (Lathrop) and Rickman (San Joaquin County) For time-management purposes, Item 12, Chair and Vice-Chair Appointment, was moved to follow Item 17, San Leandro Default Service Plan Transition from Renewable 100 to Bright Choice.

2. Pledge of Allegiance

3. (4:38) 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. (6:10) Public Comment – Jim Lutz urged the Board to take an active role in Ava’s long-term local development planning and to involve the CAC and the local community early and transparently in the process.
(8:10) Public Comment – Avi Wong commented that Ava’s public meetings can be difficult for newcomers to understand because of the extensive use of technical terminology and acronyms. Wong recommended creating accessible educational materials explaining topics such as California’s energy market and Ava’s procurement process. (10:17) Public Comment – Dohee Kim provided an update on the Community Resilience Hub initiative, highlighting a successful June 25 workshop that brought together community members, environmental justice organizations, faith-based groups, and Ava representatives to explore connections between community resilience and clean energy.

Kim praised Ava and its community partners for supporting locally led clean energy solutions and urged continued funding for the program beyond 2027.

4. (12:11) Closed Session Public Comment
Ava Community Energy
Board of Directors Page | 3
No public comments were received for this item.

5. (12:37) Closed Session
a. PUBLIC EMPLOYEE PERFORMANCE EVALUATION Pursuant to Government Code Section 54957. Title: Chief Executive Officer
b. CONFERENCE WITH LABOR NEGOTIATORS Pursuant to Government Code Section 54957.6. Agency Representatives: Inder Khalsa, Jonathan Tedesco, Betsy Andersen, and Juan González. Unrepresented employee: Chief Executive Officer.

6. (53:29) Report Out of Closed Session
There were no items to report out of Closed Session.

CONSENT AGENDA

7. (53:37) Approval of Minutes from June 17, 2026

8. Contracts Entered Into (Informational Item)

9. Legal Services Agreement Approval (Action Item) R-2026-15 Approving contracts for FY26/27 legal services in accordance with the approved budget

10.Joint Powers Agreement Exhibits B and C Update (Informational Item) Reviewing revised Exhibits B and C to the Ava Community Energy Joint Powers Agreement to update Annual Energy Use and Voting Shares based on 2024 load data

11.EcoBlock Grant (Action Item) R-2026-16
Approving a Resolution Authorizing Funding for the EcoBlock Neighborhood Electrification Project
(54:56) Public Comment – Jessica Tovar
Public Comment – Avi Wong
Public Comment – Dohee Kim
Jessica Tovar, Avi Wong, and Dohee Kim spoke in support for EcoBlock and its efforts to advance community-level decarbonization, particularly in underserved communities.

They raised concerns about providing funding outside Ava’s established public grant process and urged the agency to use transparent application procedures, objective criteria, community and Board/CAC participation, and clear public notice when allocating Local Development Fund resources.

Alternate Member Blower motioned to approve the Consent Agenda. Vice-Chair Gonzalez seconded the motion, which was approved 16/0/0/0/2 (yes/no/abstain/recuse/not present):

Ava Community Energy
Board of Directors Page | 4
Yes: Members: Marquez, Lopez, Tregub, Morada, Kaur, Keng, Roche, Barrientos, Del Catancio, Brown, Balch, Blower, Nygard, Sakakihara, Vice-Chair Gonzalez and Chair Andersen
No: none
Abstain: none
Recuse: none
Not Present: Members: Diallo and Rickman

REGULAR AGENDA
Pursuant to Board direction, any agenda item not started by 9:00 p.m. will be continued to a future meeting unless the Board, by majority vote, elects to hear the item that evening.

The Board may also determine an alternate disposition of the item at its discretion.

12.(1:10:22) CEO Report
Howard Chang, CEO, presented the CEO Report and answered questions from the Board. A written version of the report is available in the July 15, 2026 agenda packet. (1:27:50) Public Comment – Jessica Tovar reflected on the passing of former Alameda County Supervisor Scott Haggerty, describing him as a strong supporter of community choice energy and an important ally in the establishment of what is now Ava Community Energy.

13.(1:31:18) CAC Report
CAC Chair Souza presented the CAC Chair Report. A written version of this report is available in the July 15, 2026 agenda packet.

There were no comments for this item.

14.(1:40:52) 2026 IRP Compliance Analysis & Filing (Action Item) R-2026-17 Overview of compliance analysis and filing materials
Marie Fontenot, Senior Vice President of Power Resources, and John Newton, Director of Regulatory Affairs, presented the 2026 IRP Compliance Analysis and Filing and answered questions from the board.

Public Comment – Jim Lutz expressed appreciation for the complexity of the modeling work and observed that regulatory requirements appear to limit how flexibly Ava can use the modeling tool for compliance purposes. He asked whether there are opportunities to improve or challenge CPUC modeling assumptions and requirements over time, and whether the tool could also be useful for Ava’s internal planning outside the required regulatory templates.

Ava Community Energy
Board of Directors Page | 5
Vice-Chair Gonzalez motioned to approve the staff recommendation. Member Tregub seconded the motion, which was approved 16/0/0/0/2 (yes/no/abstain/recuse/not present):

Yes: Members: Marquez, Lopez, Tregub, Morada, Kaur, Keng, Roche, Barrientos, Del Catancio, Brown, Balch, Blower, Nygard, Sakakihara, Vice-Chair Gonzalez and Chair Andersen
No: none
Abstain: none
Recuse: none
Not Present: Members: Diallo and Rickman

15.(2:38:58) Ava Bike Electric Extension (Action Item) R-2026-18 Approving a Resolution to add funding and extend the e-bike rebate program for one additional year
Brett Wiley, Transportation Electrification Manager, presented the Ava Bike Electric Extension item and answered questions from the board.
(3:05:33) Public Comment – Dan Gallagher
(3:06:08) Public Comment – Jill Holloway
(3:07:18) Public Comment – Kansas Waugh
Dan Gallagher, Jill Holloway, and Kansas Waugh expressed strong support for extending the Ava Bike Electric program and approving additional funding. Speakers highlighted the program’s high demand, role in reducing greenhouse gas emissions, and importance as a major e-bike incentive program for Alameda County residents, while also noting its positive impact on local businesses and the regional economy. They also emphasized the program’s practical benefits for participants, including helping residents replace car trips with e-bikes and improving affordable transportation options for families.

Member Barrientos motioned to approve the staff recommendation. Member Tregub offered a friendly amendment to increase funding from $2 million to $3 million for FY 2026. Member Barrientos accepted the friendly amendment, and the motion was approved 15/1/0/0/2 (yes/no/abstain/recuse/not present):

Yes: Members: Marquez, Lopez, Tregub, Kaur, Keng, Roche, Barrientos, Del Catancio, Brown, Balch, Blower, Nygard, Sakakihara, Vice-Chair Gonzalez and Chair Andersen
No: Member Morada
Abstain: none
Recuse: none
Not Present: Members: Diallo and Rickman
(3:18:17) Motion to extend the meeting until 9:30 pm
Member Barrientos motioned to extend the meeting until 9:30pm. Member Balch clarified that no additional agenda items would be started after 9:30pm. Member Ava Community Energy
Board of Directors Page | 6
Barrientos accepted the clarification, and Member Balch seconded the motion. The motion was not approved 7/8/0/0/3 (yes/no/abstain/recuse/not present) Yes: Members: Lopez, Tregub, Barrientos, Del Catancio, Balch, Sakakihara, Vice-Chair Gonzalez No: Members: Marquez, Morada, Kaur, Keng, Roche, Blower, Nygard and Chair Andersen
Abstain: none
Recuse: none
Not Present: Members: Diallo, Brown and Rickman

16.San Leandro Default Service Plan Transition from Renewable 100 to Bright Choice (Action Item)
Approving a Resolution to accommodate the City’s request to change its default from R100 to BC according to a schedule TBD by the CEO and the City Due to time constraints, this item was continued to the September 16, 2026 Board meeting.

17.Chair and Vice-Chair Appointment (Action Item)
Due to time constraints, this item was continued to the September 16, 2026 Board meeting.

18.(3:21:26) Board Member and Staff Announcements including requests to place items on future Board of Directors Meeting Agendas
No announcements or requests to agendize future items were made.

19.(3:21:42) Adjourn
Chair Andersen adjourned the meeting in memory of former Alameda County District 1 Supervisor Scott Haggerty.

The meeting was adjourned at 9:22pm.

The next Ava Board of Directors meeting will be held on Wednesday, September 16, 2026 at 6:00 pm.

Consent Item 5
Consent Item 5
To: Ava Community Energy Authority
From: Howard Chang, Chief Executive Officer
Subject: Contracts Entered Into
Date: September 16, 2026
_____________________________________________________________________

RECOMMENDATION
Accept the CEO’s report on contracts that Ava Community Energy has entered into, as required by the Administrative Procurement Policy, from July 09, 2026 through September 9, 2026.

Consent Item 5
Counterparty
Name
Document Title Record Type Contract Purpose Contract Value Not To Exceed Expiration Date
City State Ironclad
Id
All Out
Comedy
Theater
Events and
Corporate
Workshops
Terms and
Contract
Vendor
Purchase
Template
Agreement for
a PR team
communication
s workshop
$1,300.00 $1,300.00 2026-09-11 Oakland CA IC-3211
Bike East Bay August 2026
Purchase
Rider
Purchase
Rider
Fund an e-bike
education
course and
event at an
East Bay BART
station in
coordination
with Ava
Community
Energy's e-bike
incentive
program.
$12,000.00 $12,000.00 2026-11-30 Oakland CA IC-3206
BPcubed Inc. July 2026
Consulting
Services
Agreement
Consulting
Services
Agreement
Public
Relations
Support
$150,000.00 $150,000.00 2029-06-30 Sacramento CA IC-3071 Consent Item 5
Counterparty
Name
Document Title Record Type Contract Purpose Contract Value Not To Exceed Expiration Date
City State Ironclad
Id
Carrot
Fertility, Inc.

July 2026
Amendment
to the Ava
Community
Energy
Health
Reimbursem
ent
Arrangement
(HRA) Plan
Summary
Plan
Description
Vendor
Purchase
Template
Contract
Purpose:

Clinical Access
Services
including
virtual care;
Amendment
Purpose:

Adjusting
scope of
medical
benefits and
related
expenses.
$2,000.00 $129,500.00 2027-10-01 Menlo Park CA IC-3103
Commerce
Printing
Services, Inc.

August 2026
Consulting
Services
Agreement
Consulting
Services
Agreement
Agreement for
Consultant to
provide Ava
with printing
and mailing
services
$50,000.00 $50,000.00 2029-08-24 Sacramento CA IC-3200
Coursera,
Inc.

RENEWAL TO
ORDER
FORM -
Quote: Q-34564
Vendor
Purchase
Template
Renewal
agreement for
online
education
services.
$6,600.00 N/A 2027-08-05 Mountain
View
CA IC-3128
Consent Item 5
Counterparty
Name
Document Title Record Type Contract Purpose Contract Value Not To Exceed Expiration Date
City State Ironclad
Id
Dakota Press,
Inc.

July 2026
Amendment
to the
Consulting
Services
Agreement
Consulting
Services
Agreement
Contract
Purpose:

Consulting
services;
Amendment
Purpose: The
amendment
increases the
contract
amount by
$180,000 and
extends the
term through
June 30, 2028.
$180,000.00 $1,430,000.00 2028-06-30 San Leandro CA IC-3118 Elite Media
Group
August 2026
Consulting
Services
Agreement
Consulting
Services
Agreement
Agreement for
Consultant to
manage
creative
development
and media
management
for marketing
campaigns
$60,000.00 $60,000.00 2026-12-31 Cedarhurst NY IC-3162
Consent Item 5
Counterparty
Name
Document Title Record Type Contract Purpose Contract Value Not To Exceed Expiration Date
City State Ironclad
Id
EMC
Research,
Inc.

July 2026
Amendment
to the
Consulting
Services
Agreement
Consulting
Services
Agreement
Contract
Purpose:

Design,
implement,
analyze, and
present the
findings of two
waves of on-line brand
awareness
surveys;
Amendment
Purpose:

Purchase
research
services from
EMC Research
$80,000.00 $245,000.00 2027-07-31 Oakland CA IC-3092
FinalOption
Corp. dba
Pacific
Printing
July 2026
Consulting
Services
Agreement
Consulting
Services
Agreement
Consultant will
provide
printing and
mailing
services as
requested by
Ava's
Marketing
Department.
$183,000.00 $183,000.00 2028-07-31 San Jose CA IC-3119
General
Counsel AI,
Inc.

Order Form Vendor
Purchase
Template
Legal software
service
$7,000.00 N/A 2027-08-24 San
Francisco
CA IC-3204
Consent Item 5
Counterparty
Name
Document Title Record Type Contract Purpose Contract Value Not To Exceed Expiration Date
City State Ironclad
Id
Hall Energy
Law PC
June 2026
Amendment
to the
Consulting
Services
Agreement
Consulting
Services
Agreement
Legal services
for power
procurement
$400,000.00 $800,000.00 2027-06-30 Lake
Oswego
OR IC-2952
Inside Source
Washington,
Inc.

July 2026
Purchase
Rider
Purchase
Rider
Purchase of
supplemental
office furniture
$11,636.47 $11,636.47 2027-06-30 Seattle WA IC-3080
Meyers Nave June 2026
Amendment
to the
Meyers Nave
Engagement
of Legal
Services
Vendor
Purchase
Template
Contract
Purpose:
litigation legal
services;
Amendment
Purpose:

Extend the
term by an
additional year.
$1,000,000.00 $3,766,368.65 2027-06-30 Oakland CA IC-2983 Omnia
Associates
LLC
July 2026
Consulting
Services
Agreement
Consulting
Services
Agreement
Digital
accessibility
support
$72,000.00 $72,000.00 2028-06-30 Oakland CA IC-3065
Consent Item 5
Counterparty
Name
Document Title Record Type Contract Purpose Contract Value Not To Exceed Expiration Date
City State Ironclad
Id
Sacramento
Municipal
Utility
District
June 2026
Amendment
to the
Vendor
Purchase
Template
amendment
(Sacramento
Municipal
Utility
District
(SMUD) and
Ava
Community
Energy)
Vendor
Purchase
Template
Contract
Purpose: Data
management
and call center
services;
Amendment
Purpose: new
services and
enhancements
to Task Order
3, including
customer feed
change
requests,
hourly flex
pricing, an
aging report
for UUT, and
webform
changes for
San Joaquin
County.
$28,730.00 N/A 2029-12-31 Sacramento CA IC-3030
Salesforce,
Inc.

ORDER
FORM for
Ava
Community
Energy
Vendor
Purchase
Template
Renewal of our
Salesforce
services
$198,866.39 N/A 2027-08-14 San
Francisco
CA IC-3137
Consent Item 5
Counterparty
Name
Document Title Record Type Contract Purpose Contract Value Not To Exceed Expiration Date
City State Ironclad
Id
San Francisco
Elevator
Repair
Proposal #Q-115226
Vendor
Purchase
Template
Provide labor
and material to
perform
elevator testing
and
compliance
work to meet
state
preliminary
order
requirements
at 251 8th
Street,
Oakland.
$2,872.00 N/A 2026-09-30 San
Francisco
CA IC-3138
Sidley Austin,
LLP
Additional
Terms and
Conditions
Vendor
Purchase
Template
Engage Sidley
Austin, LLP for
legal services.
$10,000.00 N/A 2027-02-26 San
Francisco
CA IC-3245
Consent Item 6
Consent Item 6
To: Ava Community Energy Authority Board of Directors
From: Alex DiGiorgio, Sr. Manager, Public Engagement
Subject:

Approval of Resolution of the Board of Directors of Ava Community Energy Authority Authorizing Changing the Default Rate Product to Bright Choice for Accounts Served by Ava Within the City of San Leandro (Action) Date: September 16, 2026
__________________________________________________________________ Summary/Recommendation
This staff report provides an update from the discussion item staff presented to the Board of Directors on May 18, 2026, regarding a San Leandro (“City”) City Council (“City Council”) Resolution (attached) to change the Citywide default service from Ava’s Renewable 100 (the current default option) to Bright Choice, per Ava’s Default Rate Product Change Policy. This item requests action by the Board to proceed with responding to the City Council’s request and approve a resolution changing the default rate product to Bright Choice for accounts served by Ava within the City. As part of this Board approval, recommends the Board adopt an implementation schedule to be determined by Ava’s Chief Executive Officer (CEO) in consultation with the City.

Context and Analysis
Context
On April 6, 2026, the City Council passed a Resolution (attached) requesting Ava’s Board approve a citywide default transition from Renewable 100 (City’s current default option) to Bright Choice service, per Ava’s updated Default Rate Product Change Policy. Among the City’s primary stated reasons for the requested change were 1) the high carbon-free content of Ava’s Bright Choice option (over 90% in 2025); and 2) customer cost savings due to the discount of Bright Choice rates compared to Renewable 100 and PG&E’s standard service.

Consent Item 6
Previously, on September 22, 2021, Ava’s Board approved the City Council’s request to change the City’s default option from Bright Choice to Renewable 100. At that time, the City’s primary stated reason for requesting a default service transition to Renewable 100 was to help achieve the City’s Climate Action Plan (CAP) goals. In accordance with the City Council’s previous request, and the previous terms of Ava’s Default Rate Product Change Policy, the City’s residential customers transitioned from Bright Choice as the default option to Renewable 100 service in March of 2022, while the City’s non-residential customers transitioned in October of that same year.

For additional context, the City’s municipal accounts started service in 2017 on Brilliant 100 service (which has since sunsetted) and have been on Renewable 100 service since September 2021. This service plan transition did not require Board action, as the City requested this change for its own electricity accounts.

Currently, all of the City’s residential and non-residential (e.g., commercial and industrial) customers default to Renewable 100 service, unless they fall within a specifically exempted category. These categories include the following:
• Residential customers on discount programs for income qualified households (e.g., CARE/FERA) and/or medical devices (e.g., Medical Baseline); • Residential customers that started service while enrolled in an income qualified or medical device program; or
• Customers that have opted out of Ava service for either PG&E or Direct Access service; The City Council’s most recent Resolution to switch the citywide default back to Bright Choice identified that the transition should apply “...residential, commercial/industrial, and CARE/FERA/Medical Baseline accounts served by Ava.” If approved by the Board, customers would be provided an opportunity to remain on Renewable 100 prior to the citywide default transition to Bright Choice. Thereafter, they would retain the option of choosing Renewable 100 on an individual account basis. Customers that previously opted out of Ava service would not be included. Customers that proactively chose Renewable 100 before it became the citywide default in 2022 are exempted.

Analysis
The City’s proposed transition from Renewable 100 to Bright Choice service would apply to approximately 21,500 residential customers (out of 29,300 total) and 3,500 non-residential customers currently on Renewable 100. In 2025, this corresponded to approximately 275 GWh of annual electric load (excluding the City’s municipal accounts, which represent an additional 6 GWh of annual electric load, and were not included in the City’s 4/6 Resolution). In total, San Leandro represents less than 5% of Ava’s overall load, including the recent launch of service to unincorporated San Joaquin County.

As always, timing is a critical factor in terms of the operational considerations, customer experience, and financial impacts of implementing a default service option change. If approved by the Board, the City’s default transition will require updates to technology systems, specifically Consent Item 6
the billing engine and customer relationship management (“CRM”) system, as well as customer communications. Communications will include two notifications to all eligible customer accounts, as required by the Default Rate Product Change Policy. Additional outreach and communications will be determined based on coordination with City staff.

To help ensure an optimal customer experience, Ava must consider the timing of customer communications—specifically the two notifications sent to each account ahead of the transition—relative to that of other agency operations (e.g., Ava’s annual budgeting cycle). For example, if the default transition were to occur in July, customer notifications would typically be sent in May/June. Thereafter, if Ava’s value proposition (i.e., the Bright Choice discount and the Renewable 100 premium compared to PG&E standard rates) were to be adjusted as part of the June budgeting process, the notices would become out-of-date soon after they were sent. For this reason, from an operations/customer communication perspective, it would be advisable to implement the City’s default transition well after the budgeting cycle is completed in June 2027.

This timing is also advisable to help mitigate the anticipated financial impacts of the transition, if approved by the Board. Based on Ava’s internal financial and power procurement analyses, staff anticipates the City’s default transition to result in net revenue reductions compared to baseline scenarios (i.e., compared to the City maintaining Renewable 100 as the city-wide default service throughout 2027). Staff estimates an average revenue reduction of approximately $360,000/month following the transition. This includes potential savings due to avoided procurement costs.

For this reason, the total amount of default transition-related reduced revenues for 2027 depends on the timing of implementation during the calendar year; and Ava can mitigate the amount of reduced revenues by implementing the transition in late Q3 or Q4 of 2027.

Table 1 below summarizes the operational considerations and estimated financial impacts of four potential implementation scenarios in 2027.

Scenario Implementation
Month 2027
Operational Considerations 2027 Estimated Net
Revenue Impact
(~$360,000/month)
1 April Impacts current 2026-2027 budget
cycle
$3,240,000
2 July Customer communications
impacted if FY27-28 budget cycle
includes changes to Ava’s value
proposition (i.e., Bright Choice
discount and/or Renewable 100
premium), as customer notifications
would begin as early as May 2027
$2,160,000
3 Sept No operational issues; value
proposition up-to-date; San
Leandro default transition included
in FY27-28 budget
$1,440,000
Consent Item 6
4 Nov No operational issues; value
proposition up-to-date; San
Leandro default transition included
in FY27-28 budget
$720,000
Table 1: Potential Implementation Scenarios re San Leandro’s Citywide Default Transition to Bright Choice
In conclusion, staff is seeking the Board’s approval to 1) accommodate the City of San Leandro’s default rate product change request from Renewable 100 to Bright Choice; and 2) to provide staff flexibility to coordinate with the City and determine the specific implementation schedule. Given the operational and financial considerations presented above, Ava staff intends to pursue an implementation schedule that occurs no earlier than Q3 or Q4 of 2027.

Recommendation
Staff recommends approval of the Resolution of the Board of Directors of Ava Community Energy Authority authorizing changing the default rate product to Bright Choice for accounts served by Ava within the City of San Leandro at a date to be determined by the Chief Executive Officer in consultation with the City.

Attachments
A. Ava Resolution
B. Ava’s Default Rate Product Change Policy (2024)
C. City of San Leandro City Council Resolution
D. City of San Leandro City Council Staff Report and attachments (B, C, D) E. Presentation
Attachment Consent Item 6A
RESOLUTION NO. R-2026-xx

A RESOLUTION OF THE BOARD OF DIRECTORS

OF AVA COMMUNITY ENERGY AUTHORITY AUTHORIZING CHANGING THE

DEFAULT RATE PRODUCT TO BRIGHT CHOICE FOR ACCOUNTS SERVED BY

AVA WITHIN THE CITY OF SAN LEANDRO
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’s updated Default Rate Product Change Policy provides a process and schedule for JPA member-jurisdictions to change their constituents’ default service option(s), while helping to ensure Ava has sufficient notice and time to prepare for the change.

WHEREAS on September 22, 2021, Ava’s Board approved the San Leandro (“City”) City Council’s (“City Council”) request to change the City’s default service option from Bright Choice to Renewable 100, with an exception for San Leandro customers that are income-qualified and enrolled in the California Alternate Rates for Energy (CARE), Family Electric Rate Assistance (FERA), and/or Medical Baseline programs, all of whom remained on the Bright Choice service option.

WHEREAS in accordance with the City Council’s request and the previous terms of Ava’s Default Rate Product Change Policy, the City’s residential customers transitioned from Bright Choice as the default option to Renewable 100 service in March of 2022, while the City’s non-residential customers transitioned in October of that same year.

WHEREAS since adopting the original Default Rate Product Change Policy in March of 2021, Ava has approved and implemented default service option changes to Renewable 100 for at least seven member-jurisdictions, in addition to the City of San Leandro.

Attachment Consent Item 6A
WHEREAS Ava currently offers customers two service options with separate rates and corresponding electricity products: Bright Choice, which is currently offered at a discount compared to Pacific Gas and Electric’s (“PG&E”) standard rates and included more than 60% renewable energy and more than 90% carbon-free energy in 2025; and 2) Renewable 100, which offers 100% renewable energy at a premium above PG&E’s standard rates;
WHEREAS on April 6, 2026, the San Leandro City Council passed Resolution 2026-033 requesting Ava’s Board approve a citywide default transition from Ava’s Renewable 100 to its Bright Choice service.

WHEREAS, if the City Council’s request is approved, Ava customers in the City will continue to have the choice to change their enrollment to Renewable 100 and have the ability to opt out of Ava service.

WHEREAS Ava staff conducted thorough financial and power resource procurement analyses to evaluate the agency-wide and rate-related impacts of approving the City’s request to transition its default service from Renewable 100 to Bright Choice.

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

Section 1. Ava’s Chief Executive Officer or his/her designee shall take all necessary actions to change the default rate product to Bright Choice for residential, commercial/industrial/agricultural, and CARE/FERA/Medical Baseline accounts served by Ava within the City of San Leandro.

Section 2. The change to the City of San Leandro’s default rate product as described herein shall occur according to a schedule to be determined by the Chief Executive Officer, or his/her designee, in consultation with the City; and shall comply with the Default Rate Product Change Policy as approved by the Board.

ADOPTED AND APPROVED this 16
th day of September, 2026.

Betsy Andersen, Chair
ATTEST:

Attachment Consent Item 6A
Adrian Bankhead, Clerk of the Board
Ava COMMUNITY ENERGY

DEFAULT RATE PRODUCT CHANGE POLICY
Policy Number: 15.1
Approval Date: 3/20/24
Agenda Item: Consent Item 17
Approved by Resolution: R-2024-24
The purpose of this Default Rate Product Change Policy is to specify a process for a Joint Powers Authority (JPA) member agency (“Member”) to change its Default Rate Product1 and to ensure that Ava Community Energy (Ava) is provided with sufficient notice and time to prepare for the change.

When approving a request from a Member to change the Default Rate Product (“Default Rate Product Change”) after the Member’s initial service enrollment, the Ava Board (“Board”) and Member shall adhere to this Policy, which requires specific cooperation from the Member. This Policy shall not apply to a change in the Default Rate Product which is the result of a rate product closure.

Under this Policy, the Default Rate Product Change request from a Member and subsequent implementation must comply with the following requirements:

1. Timeline for Board Approval and Implementation: Any request for a Default Rate Product Change must be approved by the Board. The Board will consider Members’ requests for Default Rate Product changes in the spring based on the following schedule:
a. If the Board approves a Member’s request for a Default Rate Product Change by May 31 the Default Rate Change will be implemented in March of the following year.
b. Notwithstanding the foregoing, the Ava Chief Executive Officer (“CEO”) and the Member may mutually agree upon a different implementation schedule, provided that the CEO provides the Board with notification of the agreed-upon schedule.

Board Approval By Implementation Month
May 31 of Year A March of Year A+1

2. Exceptions to Implementation of Default Rate Product Change:

Notwithstanding anything contained in this Policy, in no event shall a Member’s Board-approved Default Rate Product Change affect the following:
1 For purposes of this Policy, the “Default Rate Product” is the AVA rate product option that each Member selected as the default for AVA customers within the Member’s jurisdiction.

Attachment Consent Item 6B
a. Prior customer enrollment actions. Any customer account that has affirmatively taken action to change its rate product will remain on the selected product.
b. Prior customer opt-out actions. Any customer account that has affirmatively taken action to opt out of Ava service will remain opted out.

3. Frequency of Default Rate Product Change by a Member: A Member may not change its Default Rate Product more than one (1) time every two (2) years.

4. Ava Agency Requirements: Upon the Board’s approval of a Member’s request for a Default Rate Product Change, Ava staff may engage in any of the following activities:
a. Purchase or prepare to purchase the appropriate amount of resources to meet the expected change in demand associated with the Default Rate Product Change;
b. Complete or prepare to complete additional regulatory compliance and reporting requirements, if any;
c. Coordinate with Ava’s data and call center services manager to make necessary operational adjustments;
d. Evaluate fiscal impacts of the Default Rate Product Change; e. Examine Ava rates and any rate impacts;
f. Coordinate and work with PG&E on billing considerations, if any; g. Prepare for and deploy customer communication efforts; h. Identify and address any other operational impacts or issues and take steps to mitigate those impacts/issues; or,
i. Take any other action necessary to effectuate the Member’s approved Default Rate Product Change.

5. Member Requirements: The Member requesting a Default Rate Product Change must commit to the following conditions for the change to be implemented:
a. Collaboration. The Member shall work with Ava staff to develop and implement a customer communication plan;
b. Co-Branding. The Member must agree to co-brand customer notifications with the Member’s seal; and,
c. Cost Coverage. Ava will cover the cost of any operational adjustments and the required customer notices, as detailed in Section 6.a, for the Member’s first approved Default Rate Product Change. Costs associated with any subsequent Default Rate Product Changes will be charged to the Member.

6. Customer Communication: Ava will notify customers subject to a Member’s approved Default Rate Product Change. Ava will lead, with support from the Member, the development and dissemination of customer notices. a. Required Notifications. Any customer accounts subject to a Member’s approved Default Rate Product Change shall be sent a minimum of two Attachment Consent Item 6B
(2) notifications. A minimum of one (1) notice shall be sent prior to the change going into effect.
b. Optional Additional Notifications. In addition to the two (2) required notices referenced in Section 6.a., above, Ava staff will coordinate with a Member who wishes to develop and distribute additional customer notices and/or conduct additional communications such as social media campaigns, jurisdictional newsletters, Member press release, etc. The Member shall be responsible for the costs of such additional communications.

7. A customer may take an enrollment action to change their Ava rate product, to opt in to Ava service, or to opt out of Ava service at any time by notifying Ava through the standard channels of phone, interactive voice recording, or online form.

Attachment Consent Item 6B

RESOLUTION THE CITY COUNCIL OF THE CITY OF SAN LEANDRO
RESOLUTION NO. 2026-033

RESOLUTION SELECTING BRIGHT CHOICE AS THE DEFAULT PRODUCT FOR SAN LEANDRO

CUSTOMERS SERVED BY AVA COMMUNITY ENERGY
WHEREAS, the San Leandro City Council demonstrates its commitment to an environmentally sustainable future through its policy goals and actions, including energy reduction, clean energy programs, and the expansion of local renewable power supply; and WHEREAS, in November 2016, the City of San Leandro City Council adopted Resolution No. 2016-160 authorizing San Leandro’s participation in Alameda County’s Community Choice Energy program known as East Bay Community Energy (EBCE); and
WHEREAS, in October 2023 EBCE announced and began operating under its new name, Ava Community Energy (Ava); and
WHEREAS, Ava offers two product choices with different emission-related profiles to customers:

Bright Choice and Renewable 100, with the latter priced at a premium to Pacific Gas and Electric Company (PG&E) pricing and the former priced at a discount to PG&E prices; and WHEREAS, in 2021 the San Leandro City Council selected Renewable 100 as the default choice for residents and businesses, with an exception for San Leandro customers that are income-qualified and enrolled in the California Alternate Rates for Energy (CARE), Family Electric Rate Assistance (FERA), and Medical Baseline programs remained at the Bright Choice rate; and WHEREAS, the less expensive Bright Choice product was only 55% and 60% carbon-free in 2020 and 2021, respectively; and
WHEREAS, aSeptember 18, 2024 resolution adopted by the Ava Board of Directors will result in Bright Choice being over 90 percent carbon-free in 2025 due to the addition of nuclear power into the Bright Choice power mix; and
WHEREAS, the significant improvement of Bright Choice’s carbon-free profile, combined with the material deficit of San Leandro median household income when compared to the Alameda County median household income, make it in the public interest to replace Renewable 100 with Bright Choice attribute the default service plan provided by Ava to its customers based in San Leandro; and WHEREAS, if approved, this would save the average residential customer approximately 45 dollars per year, or in aggregate approximately one million dollars per year for residents; and WHEREAS, San Leandro Ava customers will continue to have the choice to change their enrollment to the higher-priced Renewable 100 product and also have the ability to opt out of purchasing electricity from Ava altogether.

Attachment Consent Item 6C
RESOLUTION NO. 2026-033 2
NOW, THEREFORE, the City Council of the City of San Leandro does RESOLVE to select Bright Choice as its preference for the default product for San Leandro residential, commercial/industrial, and CARE/FERA/Medical Baseline accounts served by Ava.

Introduced by Mayor González and passed and adopted this 6th day of April 2026 by the following vote:

AYES: Councilmembers J. Aguilar, V. Aguilar, Boldt, Simon, Viveros-Walton, and ( 6) Mayor González
NOES: None ( 0)
ABSENT: Councilmember Bowen ( 1)
ATTEST: __________________________
Sarah K. Bunting
City Clerk
Attachment Consent Item 6C
Staff Report (April 6, 2026)
Title
Adopt a Resolution Selecting Bright Choice as the Default Product for San Leandro Customers Served by Ava Community Energy
Staffreport

SUMMARY
Per a request from the Mayor, City staff presents for the City Council’s consideration the attached draft Resolution that, if adopted by majority vote of the Council, would revert the default energy plan provided to San Leandro Ava Community Energy customers to be “Bright Choice” (BC), instead of “Renewable 100” (R-100). The Ava Bright Choice plan is the least expensive option. San Leandro residents or business owners who wish to purchase an energy package that is wholly derived from renewable sources would still retain the ability to opt-in to the Renewable 100 plan.

BACKGROUND
Ava Community Energy (formerly East Bay Community Energy) is a local, not-for-profit electricity provider, functioning as a Community Choice Aggregator throughout Alameda County that supplies cleaner power than PG&E by sourcing generation from renewable sources and reinvests some of its net operating revenue back into the community. PG&E delivers the power and manages the grid.

Below is a comparison of available energy plans as currently posted on the Ava Community Energy public website:

Ava Renewable 100 (R-100) - 100% renewable sources (e.g. wind & solar), priced at 1 ¾ cent per kWh above PG&E rates.

Ava Bright Choice (BC) - 62% renewable sources, priced at 0.5% below PG&E rates.

PG&E - 23% renewable sources, priced at 0.5% above Ava Bright Choice rates.

MAYOR’S ANALYSIS
The primary intent of the proposed City Council resolution is to balance sustainability goals with economic equity for all San Leandro residents and businesses. According to the state of California, the City is officially designated as a disadvantaged community, with a median household income that lags Alameda County’s median by more than $20,000 per year. When the City Council voted in 2021 to opt-up the entire community’s default power mix to R-100, it shifted the financial burden of that action to local residents and business owners.

Attachment Consent Item 6D
Moreover, the above action exceeded the intent of the relevant strategies referenced later in this staff report that are included in the City’s adopted Climate Action Plan (CAP). More specifically, rather than merely encouraging local energy customers to opt-up to R-100, the Council’s action served as a de facto requirement for them to opt-up in the absence of taking proactive action to opt-down to a less expensive energy mix.

Additionally, it is important to note that in the greater than five years that has passed since that 2021 action occurred, the renewable power portions of Ava Community Energy’s Bright Choice plan have markedly improved. As a result, if San Leandro residents and businesses were defaulted to the Bright Choice plan, their resulting default power mix would be substantively improved as compared to what it otherwise would have been in 2021. Similarly, the Bright Choice renewable percentage is materially higher than that offered by PG&E. More specifically, it is approximately 2.7 times PG&E’s renewable power mix percentage according to the above-referenced data that is publicly listed on Ava’s website. Most importantly, according to the 2024 power content label, Bright Choice was at least 96% GHG-free in 2024. That is the last year for which a power content label has been published. 2025 is expected to be greater than 90% GHG-free according to Ava Energy’s draft FY 2025-26 budget.

Lastly, because the City separately opted into the R-100 power mix plan, adoption of the proposed Resolution would have no impact on the power being used at City-owned municipal facilities and buildings. As a result, the City would continue to be able to lead by example through the usage of 100 percent renewable power at all City facilities.

STAFF ANALYSIS
On July 19, 2021, the City Council unanimously adopted the 2021 Climate Action Plan (CAP). The CAP is San Leandro’s comprehensive strategy to reduce greenhouse gas (GHG) emissions and adapt to changing climate conditions. San Leandro’s adopted General Plan also directs the preparation, ongoing implementation, and update of the CAP, providing the framework for San Leandro to reduce its community-wide GHG emissions in a manner consistent with State reduction targets through 2030 and longer-term goals for 2050. This document outlines both the City’s successes to date in promoting environmental responsibility and provides a blueprint for continued sustainability.

Additionally, the CAP includes Renewable Energy Strategy (RE-1), which states: “Encourage San Leandro households and businesses to switch from PG&E electricity supplies to East Bay Community Energy (now Ava), and commit to defaulting to Renewable 100 tier for 100-percent renewable energy”.

On September 7, 2021, the City Council subsequently voted to upgrade the citywide default plan for all residences and businesses to the Renewable 100 (R-100) tier, using 100-percent renewable energy. Prior to the implementation date of the above action, the City of San Leandro Department of Public Works was also collaborating with EBCE to update the default power mix for all City-owned municipal facilities to R-100, consistent Attachment Consent Item 6D
with City Council direction. That latter change to the power mix for city facilities came into effect on October 1, 2021.

Nuclear Power Added to Bright Choice Energy Mix
In September 2024, the Ava Board of Directors voted to accept PG&E’s Diablo Canyon Nuclear Power Plant energy allocation of greenhouse gas-free (GHG-free) power attributes into the Bright Choice product. This nuclear allocation lowered the overall carbon/GHG content in the Bright Choice power mix in 2025.

Unlike wind and solar power, nuclear power is considered by the State of California to be a non-renewable energy source despite not generating GHGs because of the following reasons:

According to the California Energy Commission’s Renewables Portfolio Standards Certification, a renewable resource is a natural resource that can be replenished naturally in a short period of time, or otherwise can be reused at a rate that keeps up with its consumption; and
It relies on finite resources such as uranium.

Community Cost Savings
If the attached City Council Resolution is approved, it is anticipated that the change to the default power mix for San Leandro residents and businesses would become effective in March 2027, thereby allowing residential customers to realize an average savings of approximately $46 per year by March 2028. Customers that had already separately opted-in to the R-100 tier would stay in that tier after the proposed default change. As a result, City-owned municipal facilities would also remain in the R-100 fully renewable power mix.

Alameda County Green Business Program
Per the requirements of the Alameda County Green Business program, any business in the County seeking to become certified as a “Green Business” must opt into Ava Community Energy’s R-100 plan. As a result, if the City Council were to adopt the proposed action, any businesses seeking such a certification or a renewal of such a certification would need to ensure that they are opted-up to R-100, rather than defaulting to other power mixes. Additionally, it is worth noting that the City of San Leandro Department of Public Works is currently in the process of certifying municipal facilities as Green Businesses to ensure city operations conserve energy, water, and materials resources wherever possible. This certification effort would not be directly impacted by adoption of the proposed Council Resolution, as noted above.

Fiscal Impacts
None. Given that municipal operations would retain the opted-in R-100 plan after the change, the proposed action would have no impact to the City’s General Fund budget.

ATTACHMENTS
A: Draft Resolution
Attachment Consent Item 6D
B: FY 2024 Analysis
C: FY 2025 Analysis
D: Ava Community Energy rate comparisons
Prepared by:

Kimberly Anderson, Management Analyst II, Public Works Department Eric Engelbart, Deputy City Manager, City Manager’s office Attachment Consent Item 6D
San Leandro Renewable 100 and Bright Choice Analysis
- To capture a full year with the current value proposition by Ava, the time period for analysis is from July 1, 2023 to June 30, 2024 - Analysis excludes Opted Out customers
- Bright Choice Savings and R100 Premium are compared to PG&E unless stated otherwise Table 1 - Annual Overview by Customer Class
Enrolled
Customers as of
Sept 2024
Annual
Billed Usage (kWh)
Annual Bright
Choice Savings
Enrolled Customers as of
Sept 2024
Annual
Billed Usage (kWh)
Annual R100
Premium
Commercial and Industrial 120 20,330,835 $ 119,259 3,517 189,905,066 $ 474,765 Municipal 24 2,126,530 $ 16,053 250 6,279,263 $ 15,700
Residential 8,366 42,223,650 $ 338,299 20,797 97,665,449 $ 244,184 Total 8,510 64,681,015 $ 473,611 24,564 293,849,777 $ 734,650 Table 2 - Annual Overview for CARE/FERA and Medical Baseline Customers Product
Enrolled
Customers as of
Sept 2024
Annual
Billed Usage (kWh)
Annual Bright
Choice Savings Annual R100 Premium
Bright Choice 5,955 21,730,552 $ 177,578 -
Renewable 100 2,756 8,535,167 - $ 21,345
Table 3 - Estimated Bright Choice Savings for R100 Customers Customer Class
Enrolled
Customers as of
Sept 2024
[C]
Estimated BC Savings
Compared to PG&E
[A]
Billed R100
Premium
Compared to PG&E
[B]
Estimated
Bill Difference
Between R100 and BC
[A + B]
Estimated Annual Bill
Difference R100 and BC
per Customer
[A + B] / [C]
Commercial and Industrial 3,517 $ 1,463,711 $ 474,765 $ 1,938,477 $ 551 Municipal 250 $ 46,806 $ 15,700 $ 62,506 $ 250
Residential 20,797 $ 784,924 $ 244,184 $ 1,029,108 $ 49 Note: CARE/FERA and Medical Baseline customers are defaulted to Bright Choice, but if a customer enrolls in these programs post-start of service, they may be on Renewable 100
- Customer groups are based on the most current customer enrollment information. Some customers in the BC or R100 groups may not have been on that product for the whole year
Customer Class
Bright Choice Renewable 100
Attachment Consent Item 6D
San Leandro Renewable 100 and Bright Choice Analysis 2025 - To capture a full year with the current value proposition by Ava, the time period for analysis is from July 1, 2024 to June 30, 2025 - Analysis excludes Opted Out customers
- Bright Choice Savings and R100 Premium are compared to PG&E unless stated otherwise Table 1 - Annual Overview by Customer Class
Currently
Enrolled
Customers
Annual
Billed Usage (kWh)
Annual Bright
Choice Savings
Currently Enrolled
Customers
Annual
Billed Usage (kWh)
Annual R100
Premium
Commercial and Industrial 129 26,789,458 $ 167,013 3,558 186,007,923 $ 465,022 Municipal 26 2,583,572 $ 18,519 252 6,226,527 $ 15,568
Residential 7,897 40,643,595 $ 305,390 21,486 97,791,217 $ 245,403 Total 8,052 70,016,625 $ 490,921 25,296 290,025,667 $ 725,993 Table 2 - Annual Overview for CARE/FERA and Medical Baseline Customers Product
Currently
Enrolled
Customers
Annual
Billed Usage (kWh)
Annual Bright
Choice Savings Annual R100 Premium
Bright Choice 5,449 28,144,109 $ 212,712.23 -
Renewable 100 3,459 19,239,069 - $ 48,190.62
Table 3 - Estimated Bright Choice Savings for R100 Customers Customer Class
Currently
Enrolled
Customers
[C]
Estimated BC Savings
Compared to PG&E
[A]
Billed R100
Premium
Compared to PG&E
[B]
Estimated
Bill Difference
Between R100 and BC
[A + B]
Estimated Annual Bill
Difference R100 and BC
per Customer
[A + B] / [C]
Commercial and Industrial 3,558 $ 1,360,911 $ 465,022 $ 1,825,932 $ 513 Municipal 252 $ 43,589 $ 15,568 $ 59,157 $ 235
Residential 21,486 $ 736,301 $ 245,403 $ 981,703 $ 46
- Customer groups are based on the most current customer enrollment information. Some customers within groups may not have been on CARE/FERA, Bright Choice or Renewable 100 for the whole year
Customer Class
Bright Choice Renewable 100
Note: CARE/FERA and Medical Baseline customers are defaulted to Bright Choice, but if a customer enrolls in these programs post-start of service, they may be on Renewable 100
Attachment Consent Item 6D

AVERAGE MONTHLY COST COMPARISON BY PLAN
(RESIDENTIAL ELECTRIC 2025)
This comparison is for an average residential E-TOU-C (Time of Use) customer using 360 kWh/month. Due to rounding, the rate components may not sum exactly to the total. Figures reflect Ava’s actual power mix from 2024 (most recently published). Power mixes are published annually each summer for the preceding year.) Per Ava Community Energy Website
RENEWABLE 100 BRIGHT CHOICE PG&E
100% renewable energy
Electric generation:
$51.48
Electric delivery:
$94.29
Additional non-Ava fees:
$3.26
TOTAL: $148.91
62% renewable energy
Electric generation:
$47.89
Electric delivery:
$94.29
Additional non-Ava fees:
$3.26
TOTAL: $145.32
45% renewable energy
Electric generation:
$50.58
Electric delivery:
$94.29
Additional non-Ava fees:
$3.26
TOTAL: $148.01
Attachment Consent Item 6D
City of San Leandro's Request
for Default Service Plan Change
(Action)
July15, 2026 | Alex DiGiorgio
Attachment Consent Item 6E
Background: San Leandro Citywide Default Service
2 • On April 6, 2026, the San Leandro City Council passed a Resolution requesting Ava's Board to approve a citywide default service transition from Renewable 100 (the City's current default option) to Bright Choice, per Ava's Default Rate Product Change Policy. • Previously, on September 22, 2021, Ava’s Board approved the San Leandro City Council’s request to change the City’s default service option from Bright Choice to Renewable 100.
• In March of 2022, San Leandro's residential customers transitioned from Bright Choice as the default option to Renewable 100, while the City's commercial & industrial customers transitioned in October of 2022, per the timeline determined by the Council's 2021 Resolution and Ava's Policy at that time.
o Exempted customers included: Income qualified (CARE/FERA); Medical Baseline; opt-outs o Customers also had an opportunity to remain on Bright Choice during the Renewable 100 default enrollment
Attachment Consent Item 6E
Background: San Leandro by the Numbers
• San Leandro has about 21,500 residential and 3,500 non-residential (commercial/industrial) customers currently on Renewable 100
o7,800 residential & 137 non-residential customers are currently on Bright Choice
• Annual load 275 GWh (on Renewable 100), or less than
5% of Ava's load
oMunicipal facilities, 6 GWh, would remain on Renewable 100 • Note: Prior to the transition to Bright Choice, customers will be provided an opportunity to remain on Renewable 100.
3 Attachment Consent Item 6E
Ava Default Rate Product Change Policy
• Per Ava’s updated 2024 Default Rate Product Change Policy, requests by JPA member-jurisdictions to change their default service option must be approved by Ava’s Board by May 31 to be implemented by March of the following year. • The policy allows for a different implementation schedule if agreed upon by Ava’s CEO and the JPA member.
• Procedurally, following a request to change a citywide default service option, Ava staff conduct analyses to evaluate the impact of the requested change to Ava's service area-wide customer base and internal operations. • Customers who wish to remain on Renewable 100 will have the opportunity to do so. Those who have previously selected Renewable 100 will be unaffected by the default transition to Bright Choice, pending Board approval. 4 Attachment Consent Item 6E
Potential 2027 Enrollment Scenarios/Schedules
Scenario Implementation
Month (2027)
Operational Considerations
2027 Estimated
Net Revenue Impact (~
$360,000/month)
1 April Impacts current 2026-2027 budget cycle $3,240,000 2 July
Customer communications impacted if FY27-28 budget
cycle includes changes to Ava’s value proposition, as
customer notifications would begin as early as
May 2027
$2,160,000
3 Sept No operational issues; San Leandro default transition included in FY27-28 budget
$1,440,000
4 Nov
No operational issues; San Leandro default transition
included in FY27-28 budget $720,000
5 Summary
• September 2027 provides the earliest implementation scenario that avoids key operational considerations, such as Ava's annual budget cycle & potential changes to Ava's rates and 'value proposition' (i.e., the Bright Choice discount and/or Renewable 100 premium, compared to PG&E standard rates). • Later months (e.g., October to December 2027) provide correspondingly lower estimated net revenue impacts.

Attachment Consent Item 6E
Next Steps/Recommendations
• Adopt Resolution approving City of San Leandro's default rate product change request from Renewable 100 (current default option) to Bright Choice oThe schedule of the default transition in 2027 will be determined by Ava's CEO in consultation with the City of San Leandro based on operational and financial considerations.
• Per Sec. 1b of Ava's Default Rate Product Change Policy, the schedule of the default transition will require approval by the San Leandro City Council. • Pending approval by Ava's Board and the City Council, two notices will be sent to all eligible customers before/during the default transition. • Ava staff will coordinate with San Leandro's City staff on communications. 6 Attachment Consent Item 6E
Attachment Consent Item 6E
Consent Item 7
Consent Item 7
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: September 16, 2026
__________________________________________________________________ Summary/Recommendation
Adopt a Resolution authorizing the Chief Executive Officer to negotiate and execute Amendments to the two Staffing Services Agreements with LHi GROUP, Inc. that would (1) extend the Contract/ Temporary Assignment Services Agreement through June 30, 2027; and (2) increase the Permanent Placement Services Agreement not-to-exceed amount by $50,000 for a total not to exceed amount of $200,000, and increase the Contract/ Temporary Assignment Services Agreement not-to-exceed amount by $150,000 for a total not to exceed amount of $250,000, for Fiscal Year 2026-2027 (July 1, 2026 through June 30, 2027).

Financial Impact
Authorizes compensation not to exceed $450,000 for the term from July 1, 2026 to June 30, 2027 (FY 26/27) across the two Staffing Services Agreements with LHi GROUP, INC. - $250,000 specifically for Contract/ Temporary Assignment Services and $200,000 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 the utilities and renewable energy 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 Consent Item 7
culture and recruitment needs, and Ava entered into two Agreements, one for Contract/ Temporary Assignment Services and one for Permanent Placement Services.

During Fiscal Year 2025-2026, Ava continued to utilize LHi GROUP, INC.’s services and amended the Staffing Services Agreements to provide additional compensations totaling $450,000 for that fiscal year.

In July 2026, Ava and LHi GROUP, INC. further amended the Staffing Services Agreements to add additional compensation, increasing the total not to exceed amount by a total of $250,000, specifically $150,000 for Permanent Placement Services and $100,000 for Contract/ Temporary Services. That amendment also extended the Permanent Placement Services Agreement through June 30, 2027 and the Contract/Temporary Services Agreement through October 31, 2026.

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 2026-2027 not to exceed $450,000 for both Contract/ Temporary Assignment Services and Permanent Placement Services. The proposed Amendments will add $50,000 to the Permanent Placement Services Agreement, for a total not-to-exceed amount of $200,000 for the term, and add $150,000 to the Contract/ Temporary Services Agreement, for a total not-to-exceed amount of $250,000 for the term. The proposed Amendments will also extend the Contract/Temporary Assignment Services Agreement through June 30, 2027.

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 7A
RESOLUTION NO. R-2026-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 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 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 and in Fiscal Year 2025-2026. These services have been successful and instrumental in supporting Ava’s staffing needs; and WHEREAS Ava would like to continue utilizing the services provided by LHi GROUP, INC. with compensation for Fiscal Year 2026-2027 not exceeding $450,000 for both Contract/ Temporary Assignment Services and Permanent Placement Services (collectively, “Staffing Services Agreements”); and
WHEREAS in July 2026, Ava entered into that June 2026 Amendment to the Contract/ Temporary Assignment Staffing Services Agreement to add additional compensation, increasing the not-exceed-amount by $100,000 and to extend the term through October 21, 2026; andContract/ Temporary Assignment Staffing Services Agreement to add additional compensation, increasing the not-exceed-amount by $100,000 and to extend the term through October 21, 2026; and Attachment Consent Item 7A
WHEREAS in July 2026, Ava entered into that June 2026 Amendment to the Permanent Placement Staffing Services Agreement to add additional compensation, increasing the not-to-exceed amount by $150,000; and
WHEREAS Ava desires to add additional compensation to the Permanent Placement Staffing Services Agreement, increasing the not-to-exceed by $50,000 for a total amount not to exceed $200,000 for Fiscal Year 2026-2027; and WHEREAS Ava desires to extend the term of the Contract/ Temporary Staffing Services Agreement through June 30, 2027 and increase the not-to-exceed by $150,000 for a total amount not to exceed $250,000 for Fiscal Year 2026-2027.

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., to extend the Contract/ Temporary Assignment Services Agreement through June 30, 2027, and authorize compensation not to exceed $250,000 specifically for the Contract/ Temporary Assignment Services Agreement and compensation not to exceed $200,000 specifically for the Permanent Placement Services Agreement for the term from July 1, 2026 to June 30, 2027.

ADOPTED AND APPROVED this 16th day of September, 2026.

Betsy Andersen, Chair
ATTEST:

Adrian Bankhead, Clerk of the Board
1 September 2026 Amendment to the Staffing Services Agreement Ava Community Energy
Authority
Signature: [avaSignerSignature_GhJOK7h]
By: [companySignerName_MRHV0gB]
Date:
(“Effective Date”)
[avaSignerDateField_Vg5fAbu]
Approval as to
Form:
[approvalAsToFormSignature_CaJtqTi]
Address: 1999 Harrison Street, Suite 2300
Oakland, CA 94612
Notice Emails (all
are required):
[email protected]
[email protected]
LHi Group, Inc., a Delaware
corporation
Signature: [counterpartySignerSignature_UWgq0Fa]
By: [counterpartySignerName_EbhVgfe]
Date: [counterpartySignerDateField_ATyFKsY]
Notice Attn: [counterpartySignerName_c36zmsW]
Notice Address: 123 William Street, 26th Floor, New York, New York 10038, United States
Notice Email: [counterpartySignerEmail_FS4KYnS]
Agreement Staffing Services Agreement originally effective as of November 7, 2024 May 2026 template.

This Amendment to the Agreement (“September 2026 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 LHi Group, Inc. (“Consultant”) as of the Effective Date, above, for the purposes of amending the Agreement as set forth below.

Recitals
I. Ava and LHi Group, Inc. entered into that certain Staffing Services Agreement dated November 7, 2024 (“Agreement”), wherein Consultant agreed to provide Contract/Temporary Assignment Staffing Services to Ava; and
II. Ava and Consultant entered into that certain May 2025 Amendment to the Staffing Services Agreement on May 21, 2025 to add compensation for a total amount not-to-exceed amount to $50,000 through June 30, 2025.

III. Ava and Consultant entered into that certain June 2025 Amendment to the Staffing Services Agreement on June 18, 2025 to add additional compensation, increasing the not-to-exceed amount by $200,000 for a total amount not to exceed $250,000, and to extend the term through June 30, 2026.

Attachment Consent Item 7B
2 IV. Ava and Consultant entered into that certain July 2026 Amendment to the Staffing Services Agreement on July 22, 2026 to add additional compensation, increasing the not-to-exceed amount by $100,000 for a total amount not to exceed $350,000, and to extend the term through October 31, 2026.

V. Ava and Consultant now desire to amend the Agreement to add additional compensation, increasing the not-to-exceed amount by $150,000, and to extend the term.

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 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 $500,000 with:
• $50,000 for the term from May 21, 2025 to June 30, 2025, increased by the September 2026 Amendment by $54,596.64 for a total of $104,596.64 for such period; • $200,000 added for the term from July 1, 2025 to June 30, 2026; increased by the September 2026 Amendment by $79,751.07 for a total of $279,751.07 for such period; • $100,000 added for the term from July 1, 2026 to June 30, 2027, increased by the September 2026 Amendment by $15,652.29 for a total of $115,652.29 for such period.

2. All other terms and conditions in the Agreement not otherwise modified by this September 2026 Amendment will remain in full force and effect.

Attachment Consent Item 7B
1 September 2026 Amendment to the Staffing Services Agreement Ava Community Energy
Authority
Signature: [avaSignerSignature_GhJOK7h]
By: [companySignerName_MRHV0gB]
Date:
(“Effective Date”)
[avaSignerDateField_Vg5fAbu]
Approval as to
Form:
[approvalAsToFormSignature_CaJtqTi]
Address: 1999 Harrison Street, Suite 2300
Oakland, CA 94612
Notice Emails (all
are required):
[email protected]
[email protected]
LHi Group, Inc., a Delaware
corporation
Signature: [counterpartySignerSignature_UWgq0Fa]
By: [counterpartySignerName_EbhVgfe]
Date: [counterpartySignerDateField_ATyFKsY]
Notice Attn: [counterpartySignerName_c36zmsW]
Notice Address: 123 William Street, 26th Floor, New York, New York 10038, United States
Notice Email: [counterpartySignerEmail_FS4KYnS]
Agreement Staffing Services Agreement originally effective as of August 12, 2024 May 2026 template.

This Amendment to the Agreement (“September 2026 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 LHi Group, Inc. (“Consultant”) as of the Effective Date, above, for the purposes of amending the Agreement as set forth below.

Recitals
I. Ava and LHi Group, Inc. entered into that certain Staffing Services Agreement dated August 12, 2024 (“Agreement”), wherein Consultant agreed to provide Permanent Staffing Placement Services to Ava; and
II. Ava and Consultant entered into that certain May 2025 Amendment to the Staffing Services Agreement on May 21, 2025 to add compensation for a total amount not to exceed $130,000 through June 30, 2025.

III. Ava and Consultant entered into that certain June 2025 Amendment to the Staffing Services Agreement on June 18, 2025 to add additional compensation, increasing the not-to-exceed amount by $250,000 for a total amount not to exceed $380,000 and to extend the term through June 30, 2026.

Attachment Consent Item 7C
2 IV. Ava and Consultant entered into that certain June 2026 Amendment to the Staffing Services Agreement on July 8, 2026 to add additional compensation, increasing the not-to-exceed amount by $150,000 for a total amount not to exceed $530,000 and to extend the term through June 30, 2027.

V. Ava and Consultant now desire to amend the Agreement to add additional compensation, increasing the not-to-exceed amount by $50,000.

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 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 $580,000 with:
• $130,000 for the term from May 21, 2025 to June 30, 2025; • $250,000 added for the term from July 1, 2025 to June 30, 2026; and • $150,000 added for the term from July 1, 2026 to June 30, 2027, increased by the September 2026 Amendment by $50,000 for a total of $200,000 for such period.

2. All other terms and conditions in the Agreement not otherwise modified by this September 2026 Amendment will remain in full force and effect.

Attachment Consent Item 7C
Consent Item 8
Consent Item 8
To: Ava Community Energy Authority
From: Chris Eshleman, Director of Energy Analytics and Electric Supply Subject: Adopting a Resolution of the Board of Directors of Ava Community Energy Authority Authorizing the CEO to Negotiate and Execute a Fifth Amendment (“Amendment E”) to the SmartBidder Master Agreement (“the Agreement”) - Software as a Service with Ascend Analytics Date: September 16, 2026
__________________________________________________________________ Recommendation
Adopt a Resolution authorizing the Chief Executive Officer to negotiate and execute a Fifth Amendment to the SmartBidder Master Agreement for Software-as-a-Service (SaaS) bid optimization services with Ascend Analytics LLC (“Ascend”). The proposed Fifth Amendment would add software licenses and related services for additional battery energy storage and solar photovoltaic resources through June 23, 2027, and increase authorized expenditures for the current Agreement term from $336,110 to an aggregate amount not to exceed $600,000.

The original Agreement was executed on June 22, 2023, and has subsequently been amended four times (collectively, the “Agreement”). The Fourth Amendment renewed the Agreement for an additional one-year term ending June 23, 2027, and authorized expenditures not to exceed $336,110 for that term. The proposed Fifth Amendment would add the new resources to Ava’s existing SmartBidder platform during the current term and would not extend the Agreement beyond June 23, 2027.

Financial Impact
The proposed Fifth Amendment would increase authorized expenditures for the current Agreement term from $336,110 to an aggregate amount not to exceed $600,000 Consent Item 8
through June 23, 2027. Actual expenditures will depend on the timing of resource onboarding and the software licenses and related services provided. Based on current forecasts, staff expects expenditures to remain below the proposed not-to-exceed amount; the additional authorization provides flexibility for changes in resource onboarding schedules and related service requirements. The proposed amendment would not extend the term of the Agreement.

Analysis and Context
Ascend’s SmartBidder platform is currently used to support centralized bidding, scheduling, and optimization of Ava’s storage and renewable generation resources. As additional battery energy storage and solar photovoltaic resources are added to Ava’s portfolio, corresponding software licenses and related services are needed to support onboarding and market operations.

Adding the resources to the existing SmartBidder platform will maintain consistent operating processes, avoid duplicative systems and integration work, and support timely market readiness. Relevant platform capabilities include:
• Day-ahead and real-time market forecasting and optimized bid development; • Automated day-ahead and real-time bid submission and adjustment; • Battery state-of-charge management, dispatch optimization, and solar-plus-storage co-optimization where applicable;
• Resource-specific bidding strategies and risk controls; and • Detailed operational and financial performance reporting.

Ascend was selected through a prior staff evaluation and interview process. The proposed Fifth Amendment expands Ava’s use of the existing platform and does not constitute a new vendor selection.

Attachment
A. Resolution Authorizing the CEO to Negotiate and Execute a Fifth Amendment to the Software as a Service SmartBidder Master Agreement with Ascend Analytics LLC
Attachment Consent Item 8A
RESOLUTION NO. R-2026-XX

A RESOLUTION OF THE BOARD OF DIRECTORS

OF AVA COMMUNITY ENERGY AUTHORITY AUTHORIZING THE CEO TO

NEGOTIATE AND EXECUTE A FIFTH AMENDMENT TO THE SMARTBIDDER

MASTER AGREEMENT - SOFTWARE AS A SERVICE WITH ASCEND ANALYTICS 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 and Ascend Analytics LLC (“Ascend”) previously entered into a Master Agreement - Software as a Service for storage and renewable bid optimization software services dated June 22, 2023, which has subsequently been amended four times (collectively, the “Agreement”); and
WHEREAS pursuant to the Fourth Amendment, Ava renewed the Agreement for an additional one-year term ending June 23, 2027, and authorized expenditures not to exceed $336,110 for that term; and
WHEREAS the Agreement provides software and support services that enable centralized optimization and management of Ava’s storage and renewable generation assets in support of Power Resources’ operational and market participation objectives; and
WHEREAS Ava desires to add software licenses and related services for additional battery energy storage and solar photovoltaic resources through June 23, 2027, without extending the term of the Agreement; and
WHEREAS the proposed Fifth Amendment will increase authorized expenditures for the current Agreement term from $336,110 to an aggregate amount not to exceed $600,000.

Attachment Consent Item 8A

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

Section 1. The Board of Directors hereby authorizes the Chief Executive Officer to negotiate and execute, subject to approval by General Counsel, a Fifth Amendment to the Agreement with Ascend Analytics LLC to add software licenses and related services for additional battery energy storage and solar photovoltaic resources through June 23, 2027, and increase authorized expenditures for the current Agreement term from $336,110 to an aggregate amount not to exceed $600,000. The Fifth Amendment shall not extend the term of the Agreement beyond June 23, 2027.

ADOPTED AND APPROVED this 16th day of September, 2026
Betsy Andersen, Chair
ATTEST:

Adrian Bankhead, Clerk of the Board
Consent Item 9
Consent Item 9
To: Ava Community Energy Authority
From: Russell Mills, Chief Financial Officer & Treasurer Subject: Treasurer’s Report for Fiscal Year 2025-2026 Q4 Date: September 16, 2026
Summary/Recommendation
Receive report on Ava’s cash position.

Background and Discussion
For the quarter ending June 30, 2026, Ava has maintained a positive balance on all Ava bank accounts. Below is a summary of account balances, cash received, and outstanding loan balances.

Consent Item 9
Account Balances as of 6/30/2026
Cash Received by Month into Lockbox Account
Outstanding Loan Balances:

PNC Credit Facility: $0.00
Customer Delinquency:

As of June 30, 2026
31 – 60 Days: $ 3,523,472
61 – 90 Days: $ 3,216,893
91 - 120 Days: $ 3,719,865
120+ Days: $ 66,302,761
Accounts Held Amount
River City Accounts
Operating
Internal Operating $ 4,511,385
Operating Fund $ 105,525,133
Lockbox $ 13,532,405
Interest Bearing
Money Market $ 127,104,356
Insured Cash Sweep Checking $ 112,467,875
Insured Cash Sweep Saving $ 5,265,595
CDARS $ 47,000,074
US Bank
Checking $ -
Reserve Balance $ 330,873,400
Invested Capital $ 24,693,290
Wells Fargo
Security Margin $ 144,867
PNC
Checking $ 17,570,788
Total $ 788,689,168
Apr 2026 $ 50,201,885
May 2026 $ 39,698,840
Jun 2026 $ 43,112,322
Total $ 133,013,047
CEO Report Item 10
CEO Report Item 10
TO: Ava Community Energy Board of Directors
FROM: Howard Chang, Chief Executive Officer
SUBJECT: CEO Report (Informational Item)
DATE: September 16, 2026
________________________________________________________________________ Recommendation
Accept Chief Executive Officer (CEO) report on update items below.

Executive Committee Meeting
An Executive Committee Meeting was held on Wednesday, September 2, 2026. Members received an update on Ava Charge. The meeting also included a closed session item. The closed session was continued at a Special Executive Committee meeting held on September 9, 2026. The next Executive Committee meeting will be held on Wednesday, October 7, 2026 at 3 pm.

Financial, Administrative and Procurement Subcommittee Meeting A Financial, Administrative and Procurement Subcommittee Meeting was held on Wednesday, September 9, 2026. Members received an update on the fiscal year ending June 30, 2026 audit process, an overview of working capital management, and a summary of a Renewable Energy Credit exchange transaction designed to enable prepayment savings. The next Financial, Administrative and Procurement meeting will be held on Wednesday, October 28, 2026 at 3 pm.

Alameda County Green Business Program Mixer
On July 16, 2026, Ava Community Energy hosted a mixer for the Alameda County Green Business Program, bringing together businesses from across Alameda County recognized for their sustainable operations. As a sponsor of the program, Ava is proud to support local businesses committed to sustainability. 40 members attended, representing a variety of small businesses throughout our service area, including cleaning service companies, local banks, and a flower shop.

CEO Report Item 10
Long Term Project Online Date Announcement
The following project under contract with Ava has reached commercial operations.

Aramis: The Aramis project is a 100 MW PV and 100 MW Storage Facility located within Ava’s service territory in Alameda County, California. Ava has a 10-year contract for 25 MW of Resource Adequacy (RA) from the project. The Aramis project is developed and operated by IPX Power. The Aramis facility achieved its Commercial Operation Date in early August 2026. Ava will receive Resource Adequacy from the Aramis facility starting on October 1, 2026, supporting compliance with Ava's 2027 Mid-Term Reliability obligations.

Energy Prepayment Financing Results
In June 2026, Ava’s Board of Directors authorized Ava to execute two new energy prepayment transactions, each authorized for a maximum bond principal amount of $1.25B. Ava closed both transactions in July, and the associated bonds ($2.19B in aggregate) have been issued through CCCFA.

Savings Impact: Together, the two transactions are expected to deliver $139.4M of cost savings to Ava across 8.68 TWh of energy procurements over the next ten years.

Tailwinds from favorable municipal debt market conditions helped deliver higher energy savings on a $/MWh basis than Ava’s five prior energy prepayment transactions. Per the table below, the $/MWh cost savings to Ava for the new 2 transactions (2026G: $14.32/MWh; 2026F: $17.27/MWh) will be 50-65% higher than the mean savings ($9.55/MWh) for Ava’s initial 5 prepayment transactions.

Key Transaction Terms
CCCFA 2026F CCCFA 2026G
Underwriter / Energy Supplier Morgan Stanley Goldman Sachs Closing Date 7/9/2026 7/30/2026
Initial Bond Principal Amount $1,242,870,000 $948,325,000 MWh Discounted until Refinancing
Date
5,100,624 3,579,630
$/MWh Savings to Ava $17.27 $14.32
$ Savings per Year $9.7M $7.0M
Total Savings to Ava prior to
Refinancing
$88.1M $51.3M
Bond Refinancing Date 6/1/2036 10/1/2034
CEO Report Item 10
Total Ava Prepayment Program Savings: Across its 7 prepayment transactions, Ava will now save over $30M per calendar year through 2032 at a blended average savings of $11.44/MWh across

29.6 TWh of energy procurements.

Looking Ahead: Ava will continue to evaluate its capacity to enter future energy prepay transactions. During the peak years of prepaid energy commitments within the transactions, Ava has 49% of its expected retail load committed to energy prepayments, leaving headroom for Ava to enter one or more future transactions while remaining comfortably below accepted tax guidance limitations of load-serving entity load encumbrances in prepayment transactions.

New Web Content
Ava regularly publishes educational content on our website to help customers understand the benefits of Ava, navigate their bills, and participate in our programs. Below is a complete list of Insights published in the past 3 months. For additional resources, visit AvaEnergy.org/insights.

Date Title Link Description
9/8/26 Powering
Community
Connections with
Mandela
Partners
https://avaenergy.org/insight/powering-community-connections-with-mandela-partners/ A story about our collaboration
with Mandela Partners, an Ava
Community Sponsorship
recipient that empowers local
entrepreneurs and creates
community connections.
9/2/26 New EV Driver
Checklist: 4
Things To Do in
the First Month of
EV Ownership
https://avaenergy.org/insight/new-ev-driver-checklist-4-things-to-do-in-the-first-month-of-ev-ownership A checklist of 4 simple ways
for residents to adjust to the
lifestyle of owning an EV.
8/17/26 Sequoia Grove
Construction
Update: Summer
2026
https://avaenergy.org/insight/sequoia-grove-construction-update-summer-2026/ An update on Habitat for
Humanity East Bay/Silicon
Valley’s Hayward
development, which is all-electric with funding from Ava. 8/12/26 Types of Electric
Vehicles: BEV
vs. HEV vs.

PHEV
https://avaenergy.org/insight/types-of-electric-vehicles-bev-vs-hybrid-vs-plug-in-hybrid/ Explains the differences, pros,
and cons of common types of
EVs to help customers
consider the best option for
them.
8/11/26 Health-e
Communities
Pilot: What Ava
Learned from
Replacing Gas
Ranges with
Induction in 162
Homes
https://avaenergy.org/insight/health-e-communities-pilot/ Pilot evaluation and final
report for the Health-e
Communities pilot, including
our air quality findings, key
challenges and learnings, and
customer experience.
7/6/26 Resource:

Electric Load
Forecasting
Across California
https://avaenergy.org/insight/resource-electric-load-forecasting-across-ca-regulatory-agencies-and-caiso/ A diagram for regulatory
industry professionals to help
explain the electric load
forecasting process.

CEO Report Item 10
Regulatory
Agencies and
CAISO
7/2/26 PSPS Events:

What They Are
and How To
Prepare
https://avaenergy.org/insight/psps-events-what-they-are-and-how-to-prepare/ Explanation of Public Safety
Power Shutoff (PSPS) events
with links to appropriate
resources (PG&E and 211) for
how to prepare and what to do
during a PSPS.
7/1/26 Battery Options
for Your Home
Solar System
https://avaenergy.org/insight/battery-options-for-your-home-solar-system/ Overview of different battery
system types and set-ups to
help customers take the first
step in installing a home
battery.
6/30/26 8 Energy
Efficiency Home
Improvement
Ideas
https://avaenergy.org/insight/8-energy-efficiency-home-improvement-ideas/ A list of energy efficiency
home improvements ranging
from small, inexpensive
changes to larger home
upgrades.
6/23/26 Ava and PG&E’s
Annual Rate
Comparison
Mailer
https://avaenergy.org/insight/ava-and-pges-annual-rate-comparison-mailer/ Explanation of annual
communication sent to all
eligible customers about their
service plan options.

Ava in the Community - September
To raise awareness of Ava’s service, support our community, and connect customers to our offerings, Ava sponsors and staffs events throughout our service territory all year long.

Additionally, we also deliver presentations to community groups. Below is a list of upcoming events we’ll be attending between 9/01 and 10/31. Learn more at https://avaenergy.org/about-ava/meetings-events/events/ Date Event Type Location
9/13/2026 Albany Solano Stroll Tabling and
Sponsoring Albany
9/18/2026 Lathrop Family Fun Night Tabling and
Sponsoring Lathrop
9/19/2026 Family Day at the Park Tabling and
Sponsoring Stockton
9/19/2026 Tracy Connects Tabling Tracy
9/20/2026 Newark Days Festival Tabling Newark
9/20/2026 Glad Tidings Resource Fair Tabling Hayward
CEO Report Item 10
9/22/2026 Lathrop Senior Resource
Fair Tabling Lathrop
9/27/2026 Piedmont Harvest Festival Tabling Piedmont
10/1/2026 Lathrop Country Breakfast Tabling Lathrop
10/3/2026 Science in the Park Tabling and
Sponsoring Hayward
10/3/2026 Emeryville Harvest Festival Tabling Emeryville 10/10/2026 Oakland Roots Season
Closer
Tabling and
Sponsoring Oakland
10/11/2026 E-Bike Test and Ride #2 Co-hosting Hayward
10/23/2026 Clements Stampede Sponsoring Unincorporated San Joaquin County
10/24/2026
Habitat for Humanity
Sequoia Grove Home
Celebration
Sponsoring Hayward
E-bike Test and Ride Event
On Saturday, June 27, Ava partnered with Bike East Bay to host our second E-Bike Test & Ride event. This free community event enabled more than 450 residents to experience e-bikes firsthand, learn how to ride safely, and connect with local bike shops and e-biking enthusiasts.

Many attendees applied for and/or received an Ava Bike Electric rebate, and the event helped them make informed decisions about which e-bike to buy.

The next E-Bike Test & Ride will be on Sunday, October 11, in the Hayward BART parking lot.

Here is a recap of the event and how it impacted the participants:
https://www.youtube.com/watch?v=yLuh8Pub_GU&t=1s

Staff Report Item 13
Staff Report Item 13
To: Ava Community Energy Authority
From: Director of Origination, Power Resources
Subject: Approving a Resolution of the Board of Directors of Ava Community Energy Authority Authorizing the CEO to Negotiate and Execute Agreements with Sentinel Energy Center, LLC for a Bess Facility, Financial Hedges and Resource Adequacy products
Date: September 16, 2026
__________________________________________________________________ Summary/Recommendation
This Staff Report proposes the Board authorize the Chief Executive Officer (“CEO”) to finalize negotiations and execute agreements with the contracting entity Sentinel Energy Center, LLC (“Sentinel”) for the multiple products described herein. In order to reduce emissions, support Ava’s Resource Adequacy (“RA”) compliance obligations and provide valuable hedges, protecting Ava’s customers against market volatility, the proposed contracts are necessary.

Analysis and Context)
Ava Community Energy (“Ava”) operates under the jurisdiction of the California Public Utilities Commission (“CPUC”) and must comply with its RA compliance obligations. Ava also maintains internal compliance standards designed to mitigate risk and exposure to the markets for different commodity products Ava must procure. The proposed transactions are structured to support Ava’s RA compliance obligations and contribute to the Risk Oversight Committee-approved hedging strategies for both energy/financial transactions and for RA. They are also intended to reduce greenhouse gas emissions.

The proposed transactions are comprised of multiple agreements, each with a start date of January 1, 2031, and terms that vary by product: (1) an Edison Electric Institute (“EEI”) Master Staff Report Item 13
Agreement; (2) a battery “Top 4 / Bottom 4” Financial Settlement confirmation to the EEI Master; (3) a Resource Adequacy (“RA”) confirmation to the EEI Master for the Sentinel gas plant; (4) a RA confirmation to the EEI Master for the Sentinel battery storage facility; (5) a RA confirmation to the EEI Master for a year-ahead call option for two years; (6) an International Swaps and Derivatives (“ISDA”) Master Agreement; and (7) an ISDA confirmation for the Heat Rate based financial settlement transaction for five years.

The multi-product agreements are comprised of RA from an existing natural gas plant and an incremental battery storage project that will be co-located with the gas plant, as well as two financial hedges. The physical resources are contracted from the Sentinel gas plant and an incremental battery storage facility in Desert Hot Springs, California. The battery storage facility is being developed by Diamond Generating Corporation, the parent company of Sentinel Energy Center, LLC and a subsidiary of Mitsubishi Corporation.

The proposed transactions were offered to Ava and negotiated bilaterally. They were, nonetheless, evaluated for portfolio fit and value against projects offered in the May 2026 Ava & San Jose Clean Energy (“SJCE”) Long-Term Resource Request for Offers (“RFO”), and were found to be of unique value and portfolio fit as Ava integrates higher levels of renewables to achieve emissions reductions. If approved, all contracts will begin delivery on January 1, 2031.

Staff seeks Board approval for the CEO to finalize negotiations and execute the contracts. The contracts must be executed promptly to enable Sentinel to order battery components and begin construction in advance of the start date of contract delivery.

Attachments
a. Board Resolution
b. PowerPoint presentation
c. Sample EEI Thermal RA Confirmation
d. Sample EEI Bess RA Confirmation
e. Sample EEI Top 4/ Bottom 4 Confirmation
f. Sample EEI Year Ahead RA Call Option
g. Sample ISDA Financial Settlement Confirmation
h. Sample EEI Master Agreement
i. Sample ISDA Master Agreement
Attachment Staff Report Item 13A
RESOLUTION NO. R-2026-XX

A RESOLUTION OF THE BOARD OF DIRECTORS

OF AVA COMMUNITY ENERGY AUTHORITY AUTHORIZING THE CEO TO

NEGOTIATE AND EXECUTE AGREEMENTS WITH SENTINEL ENERGY

CENTER, LLC FOR FINANCIAL HEDGES AND RESOURCE ADEQUACY
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 issued the 2026 Long-Term Resource Request for Offers (“RFO”) in May 2026 and observed bi-lateral offers simultaneously; WHEREAS Ava evaluated bilaterally offered products and saw new value in the unique commercial structure offered by Sentinel Energy Center, LLC; WHEREAS Sentinel Energy Center, LLC proposed two financial hedges, one based on implied heat rate and the other based on a battery’s top 4 and bottom 4 operating hours each day, and three Resource Adequacy (“RA”) agreements: 50 mega-watts (“MW”) of thermal RA from the Sentinel gas plant, 50 MW of battery RA from an incremental battery storage facility to be developed by Diamond Generating Corporation (the parent company of Sentinel Energy Center, LLC and a subsidiary of Mitsubishi Corporation), and a 50 MW year-ahead RA call option from the Sentinel Gas plant; and WHEREAS the contracts are expected to begin delivery on January 1, 2031, and provide financial hedges and RA for a period of 10 years for the battery energy storage system RA, top 4 / bottom 4 financial hedge, and the thermal RA agreements; 5 years for the implied heat rate financial settlement; and 2 years for the year-ahead RA call option.

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

Attachment Staff Report Item 13A
Section 1. The Chief Executive Officer is hereby authorized to negotiate and execute, subject to approval of General Counsel, the following agreements: an ISDA Master Agreement, an EEI Master Agreement, and five confirmations to the Master Agreements, with varying terms: a 50 MW thermal RA confirmation for 10 years, a 50 MW battery RA confirmation for 10 years, a 50 MW battery top 4 / bottom 4 financial settlement for 10 years, a 50 MW year-ahead RA call option for 2 years, and a 100 MW ISDA financial settlement for the implied heat rate transaction for 5 years. The final agreements will be structured similarly to the documents attached to the Staff Report associated with this Resolution.

ADOPTED AND APPROVED this 16th day of September, 2026.

Betsy Andersen, Chair
ATTEST:

Adrian Bankhead, Clerk of the Board
Sentinel Hybrid Project
Approval
Scott Harding | Sept. 16th, 2026
Attachment Staff Report Item 13B
Agenda
2 1. Glossary of Terms

2. Introduction

3. Overview: Proposed Products for Transaction

4. Sentinel (Diamond Gen Co.) – Company Overview

5. Importance of Portfolio Diversification

6. Different Types of Hedges

7. Example Portfolio

8. Sentinel Energy Center – Facility Detail

9. CEJA Report & Benefits of Ava Transaction
Attachment Staff Report Item 13B
Glossary of Terms
3 • BESS – Battery Energy Storage System
• MW – megawatt; equivalent to 1000 kilowatts
• T4/B4 – refers to the 4 highest priced hours (top) and 4 lowest priced hours (bottom) in a day. The difference between these top and bottom hours are used to calculate the spread. • Spread - The financial gap ($/MWh) found by subtracting the lowest price from the highest price • Heat Rate – Measure efficiency of the creation of electricity. Is applied to thermal resources; also used to describe overall efficiency of all resources generating electricity in an energy market at a point in time. High heat rate indicates inefficient generation of electricity, occurs during periods of high demand.
• Metric Tons of CO2– Unit of measure for power plant green house gas emissions • RA – Resource Adequacy. A compliance product
• Thermal RA – RA from traditional, dispatchable heat-based power generators • AQMD – Air Quality Management District
• Heat Rate Financial Settlement – A form of hedge or financial insurance policy that provide a defined amount (eg 100 MW) of coverage against volatility in the energy market; without taking physical deliveryof electricity.

Attachment Staff Report Item 13B
Introduction
4 1. Daimond Generating Co (DGC) is proposing the installation of a Battery Energy Storage System (BESS) to hybridize an existing natural gas plant, the Sentinel Plant
▪ This hybridization does not extend the useful life of the gas plant. It reducing emissions and enables a longer term transition towards cleaner generation

2. Staff is requesting approval for a suite of transactions associated with the RA and Financial Hedge products

3. Ava has approved two similar battery/gas plant hybridizations and the associated energy transactions historically This project augmentation and set of energy products is the same structure of two prior deals the board approved in 2025 and 2023
▪ MRP Malaga was brought forward to the board in September 2023, which augmented the Malaga gas plant with 16MW / 4 hr duration ▪ MRP Tracy was brought forward to the board in April 2025, which augmented the Tracy Combined Cycle Power plant with 13.3 MW/8 hr duration

4. The contracting entity under DGC is Sentinel Energy Center, LLC.

Attachment Staff Report Item 13B
Sentinel Energy Center – Facility Detail
• Location: Desert Hot Springs, CA (North Palm Springs) • Facility Overview: 850 MW made up of 8 LMS100
thermal combustion turbine power plants
• Online August of 2013 - Useful life of ~30 years
▪ Seeks to add 50 MW, 4 hour duration storage; increases total plant capacity to 900 MW
▪ BESS Start Date: 1/1/2031
• Anticipated impact of adding BESS:
▪ Battery estimated to reduce NOx pollution by ~7% per year; reduce 2,000 MT of CO2 annually
▪ Battery development: 24 construction jobs at prevailing wage
▪ Battery will secure existing property tax & add over $1.04 million tax annually
▪ Adding a Bess is NOT for the purpose of extending the useful life of the Gas Plant
5 Attachment Staff Report Item 13B
Proposed Products for Transaction
•Seeking approval for five products with a single counterparty, Sentinel Energy Center, LLC •All products were offered bilaterally:
•Products offer cost-effective flexibility and/or compliance value to the Ava portfolio •Supports enhanced renewables integration to the CAISO market •Expected Initial Contract Delivery Date is January 1st, 2031 •Project has an executed interconnection agreement.
•The contracting entity under DGC is Sentinel Energy Center, LLC. 6 Recommended Products for Transaction
Product Type Product Description Tenor Purpose
Resource
Adequacy (RA)
RA – New BESS resource 10 years RA compliance, emissions reduction RA – existing thermal (gas) plant 10 years RA compliance 2031-32 Year-Ahead RA Call Option 2 years Flexibility in forward RA compliance planning; ideal given uncertainty in future compliance obligation
Financial
Hedges
New BESS T4/B4 Financial Hedge 10 years Protection against price volatility Heat Rate Financial Settlement 5 years Protection against volatility and periods of high demand Attachment Staff Report Item 13B
CEJA Report & Benefits of Ava
Transaction
Report: “The Noxious Nine”
• Published by Regenerate California coalition led by
California Environmental Justice Alliance (CEJA ) &
Sierra Club
• Studied emission of nitrogen dioxides (NOx)
▪ 30 California natural gas power plants reviewed
• Sentinel: ranked #3
▪ Report cites emissions as a concern because area also deals with transportation and agricultural pollution
▪ Add’l contributing environmental factors: 3 major
freeways (111, 10, 62)
▪ Capacity factor very low at 5-7%
▪ NOx emissions 16% less than CA Avg peaking plant
▪ NOx/MWh is 27% lower than the GT fleet average
7 Report Recommendations
• Reduce Reliance on Gas Plants;
develop clean energy alternatives
Improve Data Reporting
• Make info accessible to Air Quality
Mgmt Districts (AQMDs)
• Inform impacted communities of
spikes in NOx
Increase NOx Monitoring
• AQMDs require add’l NOx ambient
monitoring
Conduct further analysis
• AQMD should perform analysis on
add’l sources of NOx beyond gas
plants
Broaden Impact analysis
• Expand analysis to include other
pollutants (ammonia,
formaldehyde, PM2.5) https://ceja.org/wp-content/uploads/2024/12/Regenerate-NOx-Emissions-Full-Report.pdf Attachment Staff Report Item 13B
Role of BESS in Gas Plant Emissions Reduction
8 • Adding a BESS to a thermal power plant reduces emissions by decoupling the plant's mechanical operations from immediate grid fluctuations, allowing the turbines to run at peak thermodynamic efficiency.
– The BESS modifies how and when the plant interacts with the grid, maximizing efficiency and eliminating fossil fuel burn
• The BESS helps the Gas Plant avoid:
– Prevents inefficient low-load burn/facility start stop optimization – Grid level emissions arbitrage when renewable generation is high Attachment Staff Report Item 13B
Importance of Portfolio Diversification
• Types of Hedge Diversification:
▪ Fixed Price, Index-based Price, Options
▪ Generation “shape” or delivery hours
• Why Diversify:
▪ Mitigate market risk
▪ Minimize exposure to market volatility
▪ Price stability
▪ Technology and associated risk
▪ Geographical risk
9 Heat Rate Call Option:
• Financial instrument that hedges against electricity
market price fluctuation.
• Guarantees power plant a minimum profit margin.

Protects Buyer and Seller against fluctuation in fuel prices. • But power plant gives up potential upside gains in
electricity market prices
Ava’s Portfolio Includes
PPAs Fixed price; electricity liquidated in
CAISO market
Battery “tolls” Fixed price; electricity liquidated in
CAISO
Traditional short-term financial hedgeFixed price
Proposed Deals Has fixed price element, index-based
element (nat gas mkt prices)
Similarity to “Heat Rate Call Option”
Attachment Staff Report Item 13B
Different Types of Hedges
10 • Ava’s exposure to market volatility
varies by season, year, & even day of
the week.
• Hedges take different forms:
▪ Physical generation; e.g. solar farm
▪ Storage: shifting supply (e.g. excess solar)
or demand (e.g. behind the meter resi
storage)
▪ Financial: an insurance policy against
volatility
• Traditional financial hedges:
▪ “Around the clock”
▪ “On Peak”: Mon-Sat, 6am – 10pm
▪ “Off Peak”: 12:00am – 6am, 10pm –
12am, and all day Sunday
Around the Clock
On Peak
Off Peak
Peak Demand
on this day
Attachment Staff Report Item 13B
Example Portfolio - Market Exposure
11 • Modeling exhibits a preference for portfolios that, on average, limit Ava’s sales of excess electricity into the market. This leads to periods of market reliance in “high load” months to limit exposure to low / negative prices in “lower load” months Sample
week –
April, 2030
Sample
week –
July, 2030
Portfolio is “long”
Attachment Staff Report Item 13B
Sentinel and Diamond Generating Corporation (DGC) Company Overview 12 • Sentinel Energy Center is a joint venture; ownership is 50% by Diamond Generating & 50% by a collective: Meridian Clean Energy, Climate Adaptive Infrastructure, and FJ Management • Diamond Generating Corporation (DGC) is Mitsubishi Corporation’s subsidiary for power business in the U.S. and Latin America.
• Mitsubishi Corporation (MC) is a 100+ year-old global trading and investment company with a market capitalization of over $100 billion, operating across diverse industries including energy, metals, chemicals, food, and infrastructure.
• DGC’s affiliates also serve as Operations & Maintenance Operator and Asset Manager • DGC is involved in development, construction, and operation of utility-scale power, power solution services, distributed power, power trading, and energy solution services. • DGC has ownership in 11 operating generation assets in the U.S. and Mexico, with a total output capacity of ~5.2 GW and net equity of ~2.5 GW.
• Other co-owners have significant development and investment experience across renewable energy and thermal generation with over 3 GWs of direct clean energy project investments Attachment Staff Report Item 13B
Conclusion
13 • Staff is seeking board approval on:

The Chief Executive Officer is hereby authorized to negotiate and execute, subject to approval of General Counsel, the following agreements: an ISDA Master Agreement, an EEI Master Agreement, and five confirmations to the Master Agreements , with varying terms: a 50 MW thermal RA confirmation for 10 years, a 50 MW battery RA confirmation for 10 years, a 50 MW battery top 4 / bottom 4 financial settlement for 10 years, a 50 MW year-ahead RA call option for 2 years, and a 100 MW ISDA financial settlement for the implied heat rate transaction for 5 years. The final agreements will be structured similarly to the documents attached to the Staff Report associated with this Resolution.

Attachment Staff Report Item 13B

CONFIRMATION

RESOURCE ADEQUACY

COVER SHEET
(Sentinel Energy Center Thermal Resource)
This Confirmation Resource Adequacy Cover Sheet is entered into between Ava Community Energy Authority, a California joint powers authority (“Buyer”) and Sentinel Energy Center, LLC, a Delaware limited liability company (“Seller”), each individually a “Party” and together the “Parties,” dated as of __________ (“Effective Date”) by which Seller agrees to sell and deliver, and Buyer agrees to purchase and receive, the Product. This Transaction is governed by, constitutes part of, and is subject to the terms and provisions of that certain Edison Electric Institute Master Power Purchase and Sale Agreement dated ___________ by and between the Parties, as amended from time to time (the “Master Agreement”). The Master Agreement and this Confirmation, including any appendices, exhibits or amendments thereto, shall collectively be referred to herein as the “Agreement” and shall constitute a single agreement between the Parties with respect to the Transaction.

Facility Descriptions: A natural gas-fired power plant with a nameplate capacity of 850 MW located in North Palm Springs, California, as further described in Exhibit A (the “Facility”).

RA Contract Quantity: 50 MW
RA Price:

RA Payment: RA Price x RA Contract Quantity x 1,000 (kW/MW) Milestone Completion Date
System RA Start Date 1/1/2030
Facility Specifications
Generating Capacity (MW) 850
Point of Interconnection
Facility Resource ID
Delivery Period: Ten (10) Contract Years beginning on the System RA Start Date.

Product:
☒ RA Product
☐ Facility Energy
☐ Ancillary Services
Attachment Staff Report Item 13C
Scheduling Coordinator: Seller or Seller’s designee.

Payment Security: By this reference, Exhibit C of the Master Agreement is applicable to this Transaction in the amounts set forth below.

Seller Payment Security:

Development Security: N/A
Performance Security:

Schedule P: The terms and conditions of Schedule P to the Master Agreement are not applicable to this Transaction.

Cross-Defaults and Termination: N/A
1 .

Attachment Staff Report Item 13C

TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS.....................................................................................................1

1.1 CONTRACT DEFINITIONS.............................................................................................1 ARTICLE 2 TERM...................................................................................................................5

2.1 CONTRACT TERM .......................................................................................................5 ARTICLE 3 PRODUCT...........................................................................................................6

3.1 PURCHASE AND SALE OF PRODUCT .............................................................................6

3.2 CAPACITY ATTRIBUTES AND RA SHORTFALL DAMAGES..............................................6

3.3 RA PAYMENT.............................................................................................................6

3.4 CHANGE IN LAW.........................................................................................................6 ARTICLE 4 OBLIGATIONS AND DELIVERIES.................................................................6

4.1 RA PRODUCT DELIVERY.............................................................................................6

4.2 TRANSFER OF RESOURCE ADEQUACY BENEFITS ..........................................................8

4.3 SELLER’S OPTION TO PROVIDE ALTERNATE CAPACITY. ..............................................9

4.4 REDUCTION IN DELIVERY OBLIGATION ..................................................................... 10

4.5 BUYER’S RE-SALE OF RA PRODUCT ......................................................................... 11

4.6 HOLD-BACK AND SUBSTITUTE CAPACITY ................................................................. 12

4.7 INTERCONNECTION CAPACITY. ................................................................................. 13

4.8 CPUC REPORTING.................................................................................................... 13 ARTICLE 5 MAINTENANCE OF THE FACILITY ........................................................... 13

5.1 MAINTENANCE OF THE FACILITY .............................................................................. 13

5.2 MAINTENANCE OF HEALTH AND SAFETY................................................................... 13

5.3 SHARED FACILITIES.................................................................................................. 13 ARTICLE 6 INVOICING AND PAYMENT; CREDIT........................................................ 14

6.1 CONTRACT PRICE. .................................................................................................... 14

6.2 STATEMENTS AND INVOICING. .................................................................................. 14

6.3 INVOICE ADJUSTMENTS. ........................................................................................... 14 ARTICLE 7 FORCE MAJEURE........................................................................................... 15

7.1 DEFINITION .............................................................................................................. 15

7.2 TERMINATION FOLLOWING FORCE MAJEURE EVENT. ................................................ 15

7.3 NOTICE FOR FORCE MAJEURE. .................................................................................. 16 ARTICLE 8 INSURANCE ..................................................................................................... 16

8.1 INSURANCE .............................................................................................................. 16 Attachment Staff Report Item 13C
ARTICLE 9 MISCELLANEOUS .......................................................................................... 17

9.1 COMMUNITY INVESTMENT........................................................................................ 17 Exhibits:

Exhibit A Facility Description
Exhibit B Notices
Exhibit C Seller Attestation
Attachment Staff Report Item 13C
ARTICLE 1

DEFINITIONS

1.1 Contract Definitions. By this reference, the definitions set forth in Exhibit D of the Master Agreement (Hybrid Tolling Agreement Supplemental Definitions) are hereby incorporated into this Confirmation. In addition, the following terms, when used herein with initial capitalization, shall have the meanings set forth below. In the event of a conflict between the Hybrid Tolling Agreement Supplemental Definitions and the defined terms herein, the defined terms in this Confirmation shall govern.
“BESS Resource” means the “Facility” as defined in that certain Confirmation Resource Adequacy (BESS Resource) between the Parties dated as of the Effective Date. “Change in Law” has the meaning set forth in Section 3.4. “Commercial Operation Date” means the “Commercial Operation Date” as defined in that certain Confirmation Resource Adequacy (BESS Resource) between the Parties dated as of the Effective Date.
“Compliance Obligations” means, as applicable, RAR, Local RAR, FCR and the Slice-of-Day Requirements. “Contract Price” has the meaning set forth in Section 6.1. “Contract Quantity Availability Hours” means the hours, in the amount set forth in Exhibit A, that will be used in Buyer’s compliance filings and which represent the hours the Shown Unit is available for production and satisfaction of the Shown Unit’s must-offer obligation. “Contract Term” has the meaning set forth in Section 2.1(a). “CPUC Filing Guide” is the document issued annually by the CPUC which sets forth the guidelines, requirements and instructions for load serving entities to demonstrate compliance with the CPUC’s resource adequacy program.
“Cross-collateralized Transactions” means (a) this Transaction, (b) that certain Transaction pursuant to that certain Confirmation Financial Settlement (BESS Resource) between the Parties dated as of the Effective Date, (c) that certain Transaction pursuant to that certain Confirmation Resource Adequacy (BESS Resource) between the Parties dated as of the Effective Date, and (d) that certain Confirmation Resource Adequacy Option between the Parties dated as of the Effective Date.
3 “DAME Transitional Measures” means the process for the allocation and settlement of overlapping capacity revenue associated with IRU, IRD, RCU, and RCD set forth in Tariff Section

11.2.6. 3
.

Attachment Staff Report Item 13C
“Day” means each calendar day starting at 00:00:00 and ending at 23:59:59. “Delivery Period” has the meaning set forth on the Cover Sheet. “Dispatchable Energy” means the Energy delivered by the Facility. “Facility” has the meaning set forth on the Cover Sheet. “FCR” means the flexible capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, the CAISO pursuant to the Tariff, or other Governmental Body having jurisdiction over Compliance Obligations and includes any non-binding advisory showing which an LSE is required to make with respect to flexible capacity. “FCR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s FCR.
“Flexible Capacity Category” shall be as described in the annual CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time. “Force Majeure Event” has the meaning set forth in Section 7.1. “Forced Outage” means an unexpected failure of one or more components of the Facility or any outage of the Transmission System that prevents Seller from providing RA Product and that is not the result of a Force Majeure Event.
“Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Hold-Back Capacity” has the meaning set forth in Section 4.6(a). “Imbalance Reserves” means Imbalance Reserves Up (“IRU”) and Imbalance Reserves Down (“IRD”), each having the meaning set forth in the Tariff, and any successor or replacement product or construct.
“IR Lost Opportunity Costs” means the opportunity cost component of overlapping Imbalance Reserves revenue as set forth in the Tariff Section 11.2.6.3. “Interconnection Agreement” means the interconnection agreement among Seller (or Seller’s Affiliate), the CAISO, and the Participating Transmission Owner, pursuant to which the Facility will be interconnected with the Transmission System, providing for interconnection capacity available or allocable to the Facility that is no less than the RA Contract Quantity and pursuant to which the Interconnection Facilities have or will be constructed, operated and maintained during the Delivery Period.

Attachment Staff Report Item 13C
“Interconnection Facilities” means the interconnection facilities, control and protective devices and metering facilities required to connect the Facility with the Transmission System in accordance with the applicable Interconnection Agreement. “Local RAR” means the local resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations. “Local RAR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s Local RAR.
“LSE” means “Load Serving Entity” as such term is used in the Tariff. “Maintenance Plan” has the meaning set forth in Section 4.4(a). “Major Overhaul” has the meaning set forth in Section 4.4(d). “Net Qualifying Capacity” (or “NQC”) has the meaning set forth in the CAISO Tariff. “Notification Deadline” means twenty (20) Business Days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month. “Planned Outage” has the meaning set forth in Section 4.4. “RA Contract Quantity” has the meaning set forth on the Cover Sheet, as may be reduced pursuant to Section 4.4.
“RA Payment” has the meaning set forth on the Cover Sheet. “RA Price” has the meaning set forth on the Cover Sheet. “RA Product” has the meaning set forth in Section 4.2(a). “RAR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s RAR.
“RA Shortfall” has the meaning set forth in Section 4.2(d). “RA Shortfall Amount” shall be determined by first, calculating provided, if the CPUC adopts
Attachment Staff Report Item 13C
another methodology for calculating a load serving entity’s procurement deficiencies in Resource Adequacy Benefits for purposes of the Resource Adequacy Requirements, the Parties shall cooperate in good faith to amend this definition to conform to such new methodology in order to preserve to the maximum extent possible the benefits, burdens, and obligations set forth in this definition as of the Effective Date.
.
“Real-Time Market” has the meaning set forth in the CAISO Tariff. “Reliability Capacity” means Reliability Capacity Up (“RCU”) and Reliability Capacity Down (“RCD”), each having the meaning set forth in the Tariff, and any successor or replacement product or construct.
“Relevant Day” means the peak day(s) of the month, or such other time period, as established by the CPUC for purposes of determining compliance with Resource Adequacy Requirements.
“Replacement RA” means RA Product that Seller has elected to provide from a Replacement Unit in accordance with Section 4.3.
“Replacement Unit” means a generating facility having the same capacity attributes as the Facility, including the Contract Quantity Availability Hours, RAR Attributes, and, as applicable, FCR Attributes, and Flexible Capacity Category, and otherwise meeting the requirements specified in Section 4.3.
“Resource Adequacy Requirements” or “RAR” means the resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations, including the Slice-of-Day Requirements, but not including Local RAR or FCR. “Seller” has the meaning set forth on the Cover Sheet.
“Shared Facilities” means the gen-tie lines, transformers, substations, or other equipment, permits, contract rights, and other assets and property (real or personal), in each case, as necessary to enable delivery of Energy from the Facility (which is excluded from Shared Facilities) to the point of interconnection, including the Interconnection Agreement itself, that are used in common with third parties.
“Shared Facilities Agreements” has the meaning set forth in Section 5.3. “Shared Interconnection Capacity” has the meaning set forth on the Cover Sheet. “Shared Resource(s)” has the meaning set forth on the Cover Sheet. “Shown Unit(s)” means the Facility or any Replacement Unit providing Replacement RA. “Site” means the applicable real property on which the Facility is or will be located, as further described in Exhibit A.

Attachment Staff Report Item 13C
“Slice-of-Day” or “SOD” means the CPUC’s 24-hour Slice-of-Day Framework established in D.22-06-050 and D.23-04-010 and D. 24-06-004, as may be modified by the CPUC from time to time.
“Slice-of-Day Requirements” means the Slice-of-Day framework, or any successor program thereof as may be established and modified by the CPUC from time to time. “SOD NQC” means the lesser of the hourly Net Qualifying Capacity value of the Unit as determined by the CPUC pursuant to the Slice-of-Day Requirements as of the Effective Date and that of the Unit on a subsequent date of determination. “Station Power” means:
(a) the Energy produced or discharged by the Facility that is used within the Facility to power the lights, motors, cooling equipment, control systems and other electrical loads that are necessary for operation of the Facility; and
(b) the Energy produced or discharged by the Facility that is consumed within the Facility’s electric energy distribution system as losses. “Subsequent Buyer” means the purchaser of RA Product from Buyer in a re-sale of RA Product by Buyer.
“Substitute Capacity” means “RA Substitute Capacity” as defined in the CAISO Tariff. “Substitute Capacity Request” has the meaning set forth in Section 4.6(b). “Supply Plan” has the meaning set forth for “Resource Adequacy Plan” in the CAISO Tariff.
“System RA Start Date” has the meaning set forth in the Cover Sheet.

ARTICLE 2
TERM

2.1 Contract Term.
(a) The term of this Agreement shall commence on the Effective Date and shall remain in full force and effect until the conclusion of the Delivery Period, subject to any early termination provisions and any contract term extension provisions set forth herein (“Contract Term”).
(b) Applicable provisions of this Agreement shall continue in effect after termination, including early termination, to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination. The confidentiality obligations of the Parties under Section 10.11 of the Master Agreement and all indemnity and audit rights shall remain in full force and effect for four (4) years following the termination of this Agreement.

Attachment Staff Report Item 13C
ARTICLE 3

PRODUCT

3.1 Purchase and Sale of Product. Subject to the terms and conditions of this Agreement, during the Delivery Period, Buyer will purchase the Product at the Contract Price, and Seller shall supply and deliver to Buyer the Product.

3.2 Capacity Attributes and RA Shortfall Damages.
(a) Capacity Attributes other than RA Product. Seller shall own and may assign or sell, in its sole discretion, all right, title and interest to any Capacity Attributes associated with or resulting from the development, installation, ownership or operation of the Facility or the production, sale, purchase or use of the Dispatchable Energy, in each case that currently exist or as may become available due to any change in Law, except to the extent such Capacity Attributes are necessary to deliver the RA Product. Buyer shall cooperate with Seller in connection with Scheduling any such Capacity Attributes sold to third parties. (b) RA Shortfall Damages. With respect to any RA Shortfall Amount commencing on or after the System RA Start Date, Seller shall pay to Buyer an amount equal to

3.3 RA Payment. During each month of the Delivery Period, Buyer shall pay the monthly RA Payment to Seller pursuant to the invoicing and payment provisions set forth in Article 6.

3.4 Change in Law. If any action by the CPUC, CAISO or any other Governmental Body having jurisdiction, or any change in applicable law, occurring after the Effective Date (including changes to unforced capacity (UCAP) rules or the Slice-of-Day Requirements) results in (i) material changes to Buyer’s or Seller’s obligations with regard to the Products sold hereunder, (ii) has the effect of changing the transfer and sale procedure set forth in this Confirmation so that the performance of this Confirmation becomes impracticable, or (iii) changes the Resource Adequacy Requirements such that the Product can no longer be fully counted towards Buyer’s Resource Adequacy Requirements (a “Change in Law”), the Parties shall work in good faith to revise this Confirmation so that the Parties can perform their obligations regarding the purchase and sale of the Product sold hereunder in order to maintain the original intent of the Parties under this Confirmation.

ARTICLE 4

OBLIGATIONS AND DELIVERIES

4.1 RA Product Delivery. Subject to the provisions of this Agreement, during the Delivery Period:
(a) Seller shall supply and deliver the RA Product to Buyer, and Buyer shall accept and pay for the RA Product, in accordance with the terms of this Agreement.

Attachment Staff Report Item 13C
Notwithstanding anything herein to the contrary, Seller shall have no obligation to deliver any Resource Adequacy Benefits prior to the System RA Start Date. (b) Seller will be responsible for paying or satisfying when due any costs or charges imposed in connection with Station Power.
(c) Buyer shall have exclusive rights to the RA Product and all benefits derived therefrom, including the exclusive right to use, market or sell the RA Product and the right to all revenues generated from the use, resale or remarketing of the RA Product. (d) Throughout the Delivery Period, Buyer and Seller shall take all commercially reasonable actions and execute all documents or instruments reasonably necessary to ensure (i) Buyer’s rights to the RA Product for the sole benefit of Buyer or any Subsequent Buyer and (ii) that Buyer may use the RA Product to meet its Compliance Obligations. Such commercially reasonable actions shall include, without limitation cooperating with and providing, and causing each Shown Unit’s SC, owner, or operator to cooperate with and provide, requested supporting documentation to the CAISO, the CPUC, or any other Governmental Body responsible for administering the applicable Compliance Obligations, including to demonstrate that the RA satisfies the Slice-of-Day Requirements and can be delivered to the CAISO controlled grid for the minimum hours required to satisfy the Compliance Obligations, as applicable, pursuant to the “deliverability” standards established by the CAISO or other Governmental Body of competent jurisdiction. If necessary, the Parties further agree to negotiate in good faith to amend this Confirmation to conform this Transaction to subsequent clarifications, revisions, or decisions rendered by CAISO or an applicable Governmental Body to maintain the benefits of the Transaction.
(e) Seller shall, and shall cause the Shown Unit’s SC to, offer and bid the Product into all applicable CAISO markets in accordance with applicable Resource Adequacy Requirements, including the zero-dollar bidding requirements of CPUC D.05-10-042 for Reliability Capacity products. Seller shall, and shall cause the Shown Unit’s SC to, take such actions as are necessary to ensure the allocation of revenues to Buyer in accordance with Section

4.1(g), including making any elections, designations, submissions, certifications, or other requests available under the Tariff or applicable market rules.
(f) Seller is entitled to receive any revenues from, and must pay all costs charged by, CAISO or any other third party with respect to the Shown Unit(s) for (i) start-up, shutdown, and minimum load costs, (ii) ancillary services, (iii) energy sales, (iv) IR Lost Opportunity Costs, (v) flexible ramping product, and (vi) black start or reactive power services. (g) Buyer is entitled to receive and retain all revenues associated with the capacity, availability, resource adequacy, reliability, or similar attributes of the Contract Quantity of Product during the Delivery Period, including any (i) capacity or availability revenues from the Capacity Procurement Mechanism or its successor, (ii) RUC Availability Payments and all revenues associated with Reliability Capacity or any successor product, (iii) all revenues associated with Imbalance Reserves, other than IR Lost Opportunity Costs, and (iv) all other revenues, payments, credits, settlements, compensation, or other economic benefits arising from, attributable to, derived from, or awarded in respect of the capacity, availability, resource adequacy, Attachment Staff Report Item 13C
reliability, flexibility, deliverability, resource sufficiency, or similar attributes of the Contract Quantity, including any successor, replacement, modified, redesignated, restructured, or newly created product, market construct, tariff provision, or compensation mechanism, provided that Buyer shall not be entitled to the revenues and costs described in Section 4.1(f)(i)-(vi) and 4.1(h).

Seller shall promptly report receipt of any such revenues to Buyer and shall pay to Buyer, within thirty (30) days of receipt, any such amounts received by Seller or a Shown Unit’s SC, owner, or operator. Seller shall, and shall cause the Shown Unit’s SC to, implement all procedures available to it to ensure that, to the extent within the control of Seller or the Shown Unit’s SC, such revenues are directed to Buyer, including through the use of available CAISO procedures, elections, or mechanisms necessary to effectuate such allocation. Without prejudice to its other rights and remedies, Buyer may set off and recoup any such unpaid amounts against amounts owed to Seller under this Confirmation or the Master Agreement. For the avoidance of doubt, the allocation of revenues under this Section 4.1(g) applies regardless of whether such amounts are initially received by Seller, its SC, or any other entity, and regardless of how such products are characterized under the Tariff or by any Governmental Body. In the event of any overlap, inconsistency, or ambiguity between this Section 4.1(f) and Section 4.1(g), the provisions of Section 4.1(g) shall control. Availability Incentive Payments and Non-Availability Charges are governed by Section 4.1(h) and are not subject to this Section 4.1(g). (h) Seller shall be entitled to receive and retain all Availability Incentive Payments and shall be responsible for and pay all Non-Availability Charges. (i) Both Seller and Buyer shall elect, or cause their respective SC to elect, to apply DAME Transitional Measures for the RA Contract Quantity of Product associated with the Facility, prior to the first Compliance Showing. If for any reason the DAME Transitional Measures are not applied to this Agreement, or CAISO no longer provides an allocation methodology identifying the Reliability Capacity, IR Lost Opportunity Costs, and other Imbalance Reserves revenues applicable for purposes of Section 4.1(g) of this Confirmation, then within fifteen (15) Business Days following Seller’s receipt of the CAISO Initial Settlement Statement for the applicable Showing Month, Seller shall provide such information through an attestation in the form of Exhibit C, signed by a supervisor or manager of Seller responsible for settlement of energy or capacity products. Seller shall provide updated attestations with respect to any adjustments reflected in subsequent Recalculation Settlement Statements or Settlement Rerun Adjustments within fifteen (15) Business Days after receipt thereof. (j) Any payment made pursuant to Section 4.1(g) shall be accompanied by reasonable supporting documentation sufficient to verify the calculation of such payment. Upon reasonable request, Seller shall provide records, CAISO statements, settlement data, and other documentation reasonably necessary to verify amounts payable to Buyer under Section 4.1(g).

4.2 Transfer of Resource Adequacy Benefits.
(a) Seller shall transfer the RA Contract Quantity and, if applicable, Replacement RA from the Facility or any Replacement Units (the “RA Product”) to Buyer by submitting Supply Plans to CAISO for the Shown Unit(s).

Attachment Staff Report Item 13C
(b) Seller shall cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the CAISO Tariff. Seller shall submit, or cause the Shown Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the CAISO Tariff and CPUC requirements to identify and confirm the RA Product transferred in accordance with Buyer’s instructions for each Showing Month of the Delivery Period, subject to Section 3.2.
(c) If CAISO rejects the Supply Plan or the Resource Adequacy Plan with respect to any part of the RA Product for the Facility in any Showing Month, the Parties shall confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan for validation before the applicable deadline for the Showing Month. (d) The RA Product is received when the CIRA Tool shows that the Supply Plan submitted in compliance with Buyer’s instructions, including Buyer’s instructions to withhold all or part of the RA Product for such Showing Month, has been accepted for the RA Product from the Shown Unit(s) by CAISO. Seller has failed to transfer the RA Product under this Section 4.2 if (i) Buyer has elected to submit the RA Product from the Shown Unit(s) in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the CIRA Tool and are rejected by CAISO due to the acts or omissions of Seller notwithstanding performance of the Parties’ obligations in Section

4.2(c) or (ii) Seller fails to submit the volume of RA Product up to the RA Contract Quantity for any Showing Month in such amount as instructed by Buyer for the applicable Showing Month (an “RA Shortfall”). Seller will not have failed to properly transfer the RA Product if Buyer fails or chooses not to submit the Shown Unit(s) and the RA Product in its Resource Adequacy Plan with the CPUC or CAISO or submits the incorrect volumes.
(e) Hold-Back Capacity, if any, is deemed RA Product received by Buyer, unless utilized under Section 4.6 as Substitute Capacity, in which case RA Product is considered received according to the timeline requirements therein. (f) To the extent Seller reduces deliveries of RA Product pursuant to Section 4.4 prior to the Facility being included in the applicable Supply Plan and does not elect to provide Replacement RA, Buyer shall be responsible for the costs associated with procuring Substitute Capacity to the extent Buyer directs Seller to include the Facility in the applicable Supply Plan. To the extent Seller reduces deliveries of Product either pursuant to Section 4.4 or otherwise after the Facility is included in the Supply Plan, Seller shall be responsible for the costs associated with procuring Substitute Capacity.

4.3 Seller’s Option To Provide Alternate Capacity. If Seller is unable to provide the Resource Adequacy Benefits from the Facility for a Showing Month for any reason, including, without limitation, as provided in Section 4.4, then Seller may, at no cost to Buyer, provide Buyer with Replacement RA from one or more Replacement Units having the same Capacity Attributes as the Facility in an amount such that the total amount of RA Product provided to Buyer from the Facility and any Replacement Unit(s) for each Showing Month is not more than the RA Contract Quantity, provided that in each case:

Attachment Staff Report Item 13C
(a) Seller shall notify Buyer in writing of its intent to provide Replacement RA and shall identify the proposed Replacement Units from which such Replacement RA shall be provided no later than the Notification Deadline for Buyer’s Compliance Showings related to such Showing Month;
(b) The proposed Replacement Units must (i) be accepted by the CAISO, and (ii) otherwise satisfy the requirements of this Agreement; (c) Seller shall, or shall cause the SC to submit, a Supply Plan for each Showing Month and, if applicable, an annual filing, no later than the Notification Deadline for Buyer’s Compliance Showings;
(d) If Seller does not comply with the requirements of Sections 4.3(a), (b) and (c) for the applicable Showing Month and, if applicable, an annual filing, then any such Replacement Units shall not be deemed a Replacement Unit for purposes of this Agreement for that Showing Month; and
(e) The designation of any Replacement Unit(s) that meets the requirements of this Section 4.3 shall be automatic. In no event shall a Replacement Unit utilize coal or coal materials as a source of fuel. A Replacement Unit must be a specific resource that is connected directly to the CAISO controlled grid or be under the operational control of CAISO. A Replacement Unit may not be an unspecified import.
(f) Once Seller has identified in writing any Replacement Units that meet the requirements of this Section 4.3, then any such Replacement Units shall be deemed a Shown Unit for purposes of this Agreement for that Showing Month.

4.4 Reduction in Delivery Obligation.
(a) Facility Maintenance. Not later than before the beginning of each Contract Year the Seller shall prepare and submit to the Buyer its proposed maintenance plan (a “Maintenance Plan”) for that Contract Year. Seller shall periodically update the Maintenance Plan as necessary or appropriate during the applicable Contract Year. Each outage reflected in the Maintenance Plan (as updated) is referred to herein as a “Planned Outage”. The Parties shall coordinate, acting reasonably and in good faith, to establish reasonable maintenance schedules for the various components of the Facility. The Planned Outages will follow Prudent Industry Practice.
(b) Scheduled Outages. Between June 1st and September 30th, Seller shall not schedule non-emergency maintenance as a Planned Outage that reduces the energy generation or storage capability of the Facility unless (i) such outage is required to avoid damage to the Facility, (ii) such maintenance is necessary to maintain equipment warranties and cannot be scheduled outside the period of , (iii) such outage is required in accordance with Prudent Industry Practice, or (iv) the Parties agree otherwise in writing. (c) Forced Outage. Seller shall be permitted to reduce deliveries of RA Product during any Forced Outage. Seller shall provide Buyer with prompt written notice and expected duration (if known) of any Forced Outage.

Attachment Staff Report Item 13C
(d) Major Overhauls During Peak Summer Months.
4 Major Overhauls may not
be scheduled during . As used herein
“Major Overhaul” means a major overhaul or its equivalent as defined in the applicable original equipment manufacturer’s manual.
(e) Reporting Scheduled Maintenance. The Buyer must be informed, in advance, any time Seller is planning to perform scheduled maintenance on the Facility. The advance notification requirements are as follows:
(f) Limited Generation Due to Maintenance. Maintenance may be performed while the Facility is operating at reduced (limited) generation. Maintenance may be performed on the Facility, or a unit thereof, while the other unit(s) thereof is operating. (g) Allowance for Planned Outages. Outage periods for scheduled maintenance shall not exceed in any 12-month period except
as described in this paragraph. This allowance may be used in increments of an hour or longer on a consecutive or non­consecutive basis. In the event the full Maintenance Hours is not used during a 12-month period, up to Maintenance Hours may be rolled over from one 12-month period to the next. Thus, a total of is the maximum scheduled maintenance allowance for a
12-month period.5
(h) Force Majeure Event. Seller shall be permitted to reduce deliveries of RA Product during any Force Majeure Event.
(i) Health and Safety. Seller shall be permitted to reduce deliveries of RA Product as necessary to maintain health and safety pursuant to Section 5.2.

4.5 Buyer’s Re-Sale of RA Product.
(a) Buyer may re-sell all or part of the RA Product; provided that any such re-sale must not increase Seller’s obligations hereunder other than as set forth in this Section 4.5. For any such resale, the Resource Adequacy Plan of Buyer as used herein will refer to the Resource Adequacy Plan of the Subsequent Buyer. Seller shall, or shall cause the Shown Unit’s SC, to follow Buyer’s instructions with respect to providing such resold RA Product to Subsequent Buyers, to the extent such instructions are consistent with Seller’s obligations under this Agreement. Seller shall, and shall cause the Shown Unit’s SC to, take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Buyers to use such resold RA Product in a manner consistent with Buyer’s rights under this Agreement. If Buyer incurs any liability to a Subsequent Buyer due to the failure of Seller or the Shown Unit’s 4 Attachment Staff Report Item 13C
SC to comply with this Agreement, Seller will be liable to Buyer for the amounts Seller would have owed Buyer under this Agreement if Buyer had not resold the RA Product. (b) Buyer shall notify Seller in writing of any resale of RA Product and the Subsequent Buyer no later than ten (10) Business Days before the deadline for the Compliance Showing for each Showing Month for which Buyer has resold the RA Product. Buyer shall notify Seller of any subsequent changes or further resales no later than five (5) Business Days before the deadline for the Compliance Showing for each Showing Month for which Buyer has resold the RA Product.
(c) If CAISO or CPUC develops a centralized capacity market, Buyer will have exclusive rights to direct the Seller or the Shown Unit’s SC to offer, bid, or otherwise submit the RA Product for re-sale into such market, and Seller and the Shown Unit’s SC shall comply with the Buyer’s direction and Buyer shall retain and receive all revenues from such re-sale. (d) Buyer shall have the exclusive right to direct the Seller or the Shown Unit’s SC to offer, bid, or otherwise submit the RA Product into the CAISO Competitive Solicitation Process (CSP) for CPM Capacity. Seller and the Shown Unit’s SC shall comply with the Buyer’s direction and, to the extent that the CAISO designates the RA Product as CPM Capacity, Buyer shall be entitled to retain and receive the CPM Capacity Payment. Unless otherwise instructed by Buyer, (i) Seller shall not, and shall cause the Shown Unit’s SC to not, offer any portion of the RA Product to CAISO as CPM Capacity and (ii) if CAISO designates any portion of the RA Product as CPM Capacity, then Seller shall, and shall cause the Shown Unit’s SC to, promptly (and in any event within one (1) Business Day of the time Seller receives notification from CAISO) notify Buyer of such designation, and if CAISO makes such a designation, Seller shall not, and shall cause the Shown Unit’s SC to not, accept any such designation by CAISO unless and until Buyer has agreed to accept such designation.

4.6 Hold-Back and Substitute Capacity.
(a) No later than three (3) Business Days before the relevant deadline for the initial Compliance Showing with respect to a particular Showing Month, Buyer may request in writing that Seller not list, or cause the Shown Unit’s SC not to list, in the Shown Unit’s Supply Plan a portion or all of the RA Product for such Showing Month (“Hold-Back Capacity”). The amount of RA Product that is the subject of Buyer’s request for Hold-Back Capacity shall be deemed RA Product received by Buyer consistent with Section 4.2 for purposes of calculating the payments due hereunder, unless utilized under Section 4.6(b) as Substitute Capacity, then RA Product is considered received according to the requirements therein. Seller shall, or shall cause the Shown Unit’s SC to, comply with Buyer’s request under this Section 4.6. (b) In any Showing Month in which Buyer has designated Hold-Back Capacity, Buyer may request, in writing, that Seller make the Hold-Back Capacity available for Buyer’s use as Substitute Capacity within the respective Showing Month (such request a “Substitute Capacity Request”) with the following schedule:
(i) For Buyer’s Substitute Capacity Requests that are to be scheduled with CAISO prior to the Showing Month (e.g., through the CAISO RA Substitute Capacity Attachment Staff Report Item 13C
Assessment), the Substitute Capacity Request shall be received by Seller at least two (2) Business Days prior to the applicable CAISO scheduling deadline. Seller shall, or shall cause the Facility’s Scheduling Coordinator to, comply with Buyer’s request under this Section 4.6(b), provided that to the extent Seller is unable to provide the requested Substitute Capacity from the Facility due to a Planned Outage or a Forced Outage, Seller shall not have any liability for such failure. (ii) For Buyer’s Substitute Capacity Requests that are to be scheduled with CAISO after the commencement of the Showing Month, the Substitute Capacity Request shall be received by Seller at least five (5) Business Days before Buyer submits its Substitute Capacity in the CIRA Tool. Seller shall, or shall cause the Replacement Unit’s Scheduling Coordinator to, comply with Buyer’s request under this Section 4.6(b), provided that to the extent Seller is unable to provide the requested Substitute Capacity from the Facility due to a Planned Outage or a Forced Outage, Seller shall not have any liability for such failure.

4.7 Interconnection Capacity. Throughout the Delivery Period, Seller shall have and maintain interconnection capacity available or allocable to the Facility that is no less than the RA Contract Quantity. Seller shall be responsible for all costs of interconnecting the Facility to the Transmission System.

4.8 CPUC Reporting. Seller shall cooperate, acting reasonably and in good faith, with Buyer to provide such information as is necessary or appropriate to permit Buyer to comply with those reporting requirements associated with the Product, including those set forth in the CPUC Filing Guide. Such cooperation shall not require Seller to modify its obligations under this Agreement, including with respect to delivery of any Product, calculating the quantity of Product delivered or payment for any Product delivered.

ARTICLE 5

MAINTENANCE OF THE FACILITY

5.1 Maintenance of the Facility. Seller shall comply with Law and Prudent Industry Practice relating to the operation and maintenance of the Facility and the generation and sale of RA Product.

5.2 Maintenance of Health and Safety. Seller shall take reasonable safety precautions with respect to the operation, maintenance, repair and replacement of the Facility. If Seller becomes aware of any circumstances relating to the Facility that create an imminent risk of damage or injury to any Person or any Person’s property, Seller shall take prompt action to prevent such damage or injury and shall give notice to Buyer’s emergency contact identified on Exhibit B of such condition. Such action may include, to the extent reasonably necessary, disconnecting and removing all or a portion of the Facility or suspending the supply of Energy or Dispatchable Energy to Buyer.

5.3 Shared Facilities. The Parties acknowledge and agree that certain of the Interconnection Facilities, Seller’s rights and obligations under the Interconnection Agreement and Seller’s rights and obligations under transmission service agreements with a Transmission Provider, may be subject to certain shared facilities and/or co-tenancy agreements (“Shared Facilities Agreements”) to be entered into among two or more of Seller, the Participating Attachment Staff Report Item 13C
Transmission Owner, Seller’s Affiliates, and/or third parties pursuant to which certain Interconnection Facilities, interconnection service and/or transmission service may be subject to joint ownership and/or shared maintenance and operation arrangements; provided that such Shared Facilities Agreements shall permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder.

ARTICLE 6
INVOICING AND PAYMENT; CREDIT

6.1 Contract Price. The contract price (the “Contract Price”) shall be calculated monthly and shall equal the RA Payment.

6.2 Statements and Invoicing. Commencing on the first month of the Delivery Period, Seller shall deliver an invoice to Buyer on or before the tenth (10th) day of each month. Each invoice shall (i) include records of the applicable RA Price, the RA Contract Quantity, and the total Contract Price; (ii) reflect any CAISO costs passed through to Buyer and (iii) be in a format reasonably acceptable to Buyer, covering the services for the applicable Showing Month determined in accordance with the applicable provisions of this Agreement. Notwithstanding the foregoing, Seller’s initial invoice shall reflect solely the RA Payments associated with the Supply Plans for the delivery of the RA Contract Quantity submitted prior to the System RA Start Date in accordance with this Confirmation. The invoice shall be delivered by electronic mail in accordance with Exhibit B.

6.3 Invoice Adjustments. Invoice adjustments shall be made if (a) there have been good faith inaccuracies in invoicing or payment that are not otherwise disputed, (b) an adjustment to an amount previously invoiced or paid is required due to a correction of data by the CAISO, or (c) there have been meter inaccuracies; provided, however, that there shall be no adjustments to prior invoices based upon meter inaccuracies except to the extent that such meter adjustments are accepted by CAISO for revenue purposes. If the required adjustment is in favor of Buyer, Buyer’s next monthly payment shall be credited in an amount equal to the adjustment. If the required adjustment is in favor of Seller, Seller shall add the adjustment amount to Buyer’s next monthly invoice. Adjustments in favor of either Buyer or Seller shall bear interest at the Interest Rate, until settled in full, accruing from the date on which the adjusted amount should have been due. Unless otherwise agreed by the Parties, no adjustment of invoices shall be permitted after twelve (12) months from the date of the invoice.

6.4 Performance Security. Notwithstanding anything in the Master Agreement to the contrary, including Exhibit C thereof, if Buyer draws any amount from the Performance Security under any of the Cross-Collateralized Transactions, Seller shall not be required to replenish any such amount, and the Performance Security amount shall be reduced to the remaining balance held by Buyer, if any.

Attachment Staff Report Item 13C
ARTICLE 7
FORCE MAJEURE6

7.1 Definition.
(a) “Force Majeure Event” means any act or event that delays or prevents a Party from timely performing all or a portion of its obligations under this Agreement or from complying with all or a portion of the conditions under this Agreement if such act or event, despite the exercise of reasonable efforts, cannot be avoided by and is beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance, or noncompliance. (b) Without limiting the generality of the foregoing, so long as the following events, despite the exercise of reasonable efforts, cannot be avoided by, and are beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance or noncompliance, a Force Majeure Event may include an act of God or the elements, such as flooding, lightning, hurricanes, tornadoes, or ice storms; explosion; fire; volcanic eruption; flood; landslide; mudslide; sabotage; terrorism; earthquake; or other cataclysmic events; an act of public enemy; war; blockade; civil insurrection; riot; civil disturbance; epidemic; pandemic; or strikes or other labor difficulties caused or suffered by a Party or any third party except as set forth below. (c) Notwithstanding the foregoing, the term “Force Majeure Event” does not include (i) economic conditions that render a Party’s performance of this Agreement at the Contract Price unprofitable or otherwise uneconomic (including an increase in component costs for any reason, including foreign or domestic tariffs, Buyer’s ability to buy the Product at a lower price, or Seller’s ability to sell the Product, or any component thereof, at a higher price, than under this Agreement); (ii) Seller’s inability to obtain permits or approvals of any type for the construction, operation, or maintenance of the Facility, except to the extent such inability is caused by a Force Majeure Event; (iii) the inability of a Party to make payments when due under this Agreement, unless the cause of such inability is an event that would otherwise constitute a Force Majeure Event as described above; (iv) Seller’s inability to obtain sufficient labor, equipment, materials, or other resources to build or operate the Facility except to the extent such inability is caused by a Force Majeure Event; or (v) any equipment failure except if such equipment failure is caused by a Force Majeure Event.

7.2 Termination Following Force Majeure Event. If a Force Majeure Event has occurred after the System RA Start Date that has caused either Party to be wholly or partially unable to perform its obligations hereunder, and the impacted Party has claimed and received relief from performance of its obligations for a consecutive twelve (12) month period, then the non-claiming Party may terminate this Agreement upon written notice to the other Party. In addition, 6 Attachment Staff Report Item 13C
if a Force Majeure Event causes the Facility to be materially damaged such that returning the Facility to the full operational status that existing prior to the Force Majeure Event is reasonably expected to take more than , Seller may terminate this Agreement upon written notice to Buyer. Upon any such termination, neither Party shall have any liability to the other Party, save and except for those obligations specified in Section 2.1(b). Notwithstanding the foregoing, the occurrence and continuation of a Force Majeure Event shall not suspend or excuse the obligation of a Party to make any payments due hereunder.

7.3 Notice for Force Majeure. Within two (2) Business Days of the Party becoming aware that a Force Majeure Event will impact the Party’s performance under this Agreement, the claiming Party shall provide the other Party with oral notice of the Force Majeure Event, and within thereafter the claiming Party shall provide the other Party with notice in the form of a letter describing in detail the occurrence giving rise to the Force Majeure Event, including the nature, cause, estimated date of commencement thereof, and the anticipated extent of any delay or interruption in performance. Failure to provide timely notice shall not constitute a waiver of the Force Majeure Event, but the relief granted shall be based on the date notice is provided rather than the date of the Force Majeure Event. Upon written request from Buyer, Seller shall provide documentation demonstrating to Buyer’s reasonable satisfaction that each day of the claimed delay was the result of a Force Majeure Event and did not result from Seller’s actions or failure to exercise due diligence or take reasonable actions. The claiming party shall promptly notify the other Party in writing of the cessation or termination of such Force Majeure Event, all as known or estimated in good faith by the affected Party. The suspension of performance due to a claim of a Force Majeure Event must be of no greater scope and of no longer duration than is required by the Force Majeure Event.

ARTICLE 8

INSURANCE

8.1 Insurance.
(a) General Liability. Seller shall maintain, or cause to be maintained at its sole expense, (i) commercial general liability insurance, including products and completed operations and personal injury insurance, in a minimum amount of 0) per occurrence, and an annual aggregate of not less than endorsed to provide contractual liability in said amount, specifically covering Seller’s obligations under this Agreement and including Buyer as an additional insured; and (ii) an umbrella insurance policy in a minimum limit of liability of Defense costs shall be provided as an additional benefit and not included within the limits of liability. Such insurance shall contain standard cross-liability and severability of interest (or separation of insureds) provisions. (b) Employer’s Liability Insurance. Seller shall maintain Employers’ Liability insurance in a minimum amount not to be less than for injury or death occurring as a result of each accident. With regard to bodily injury by disease, the policy limit will apply to each employee for
Attachment Staff Report Item 13C
(c) Workers Compensation Insurance. Seller, if it has employees, shall also maintain at all times during the Contract Term workers’ compensation and employers’ liability insurance coverage in accordance with applicable requirements of California Law. (d) Business Auto Insurance. Seller shall maintain at all times during the Contract Term business auto insurance for bodily injury and property damage with limits of per occurrence. Such insurance shall cover liability arising out of Seller’s use of all owned (if any), non-owned and hired vehicles, including trailers or semi-trailers in the performance of the Agreement.
(e) Evidence of Insurance. Within after execution of the Agreement and upon annual renewal thereafter, Seller shall deliver to Buyer certificates of insurance evidencing such coverage. These certificates shall specify that Buyer shall be given at least thirty (30) days prior notice by Seller in the event of cancellation or termination of coverage.

Such insurance shall be primary coverage without right of contribution from any insurance of Buyer. Any other insurance maintained by Seller is for the exclusive benefit of Seller and shall not in any manner inure to the benefit of Buyer.

ARTICLE 9

MISCELLANEOUS

9.1 Community Investment. Seller shall provide a lump sum payment of for workforce development and
community investment activities. The funds shall be transferred in two installments starting at after the Commercial Operation Date and then made on the thereafter. Funds will be utilized for workforce development or community investment activities, subject to mutual agreement by the Parties as to the use of the funds (to be agreed before the initial disbursement of funds), which shall not be unreasonably withheld.

Attachment Staff Report Item 13C
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.

AVA COMMUNITY ENERGY AUTHORITY,
a California joint powers authority

SENTINEL ENERGY CENTER, LLC,
a Delaware limited liability company
By: By:

Name: Name:

Title:

Approved as to form:

Title:

Attachment Staff Report Item 13C

EXHIBIT A

FACILITY DESCRIPTION
Site Name Sentinel Energy Center
County Riverside County, CA
Site APNs
Facility Type Natural gas-fired plant
Facility
Description 850 MW combined cycle gas turbine
Generating Capacity (MW) 850
Heat Rate
Resource ID
Additional Facility Information
Resource Name Sentinel Energy Center
Physical Location North Palm Springs, CA
CAISO Resource ID
SCID of Resource
Unit NQC by month (e.g., Jan=50, Feb=65) [336,04 or 296 after BESS COD]
Unit EFC by month (e.g., Jan=30, Feb=50) [247.24 or 207 after BESS]
Unit SOD NQC by month (e.g., Jan=50, Feb=65) [336,04 or 296 after BESS COD]
Unit SOD NQC by hour [247.24 or 207 after
BESS]
Resource Type (e.g., gas, hydro, solar, battery, etc.) Thermal Minimum Qualified Flexible Capacity Category (Flex 1, 2 or 3) 1 TAC Area (e.g., PG&E, SCE) SCE
Prorated Percentage of Unit Factor
Prorated Percentage of Unit Flexible Factor
Capacity Area (CAISO System, Fresno, Sierra, Kern, LA
Basin, Bay Area, Stockton, Big Creek-Ventura, NCNB, San Diego-IV or Humboldt)
LA Basin
Resource Category as defined by the CPUC (DR) (yes/no) No Nameplate Capacity for Unit/Pmax
Percentage of Nameplate Capacity/Pmax
Contract Quantity Availability Hours All hours
Availability Restrictions of Unit, if any (e.g., start and end hour, run time, etc.)
n/a
Attachment Staff Report Item 13C

EXHIBIT B

NOTICES
Sentinel Energy Center, LLC Ava Community Energy Authority All Notices: All Notices:
1999 Harrison Street, Suite 2300
Oakland, CA 94612
Attn: Power Resources
Email: [email protected]
Reference Numbers: Reference Numbers:

Invoices:

Invoices & Payments:

Attn: Jason Bartlett, Senior Finance Manager
Phone: (510) 650-7584
Email: [email protected]
Scheduling:

Scheduling:

Attn: NCPA c/o Mojtaba Khanabadi, Manager,
Portfolio and Pool Administration
Phone: (916) 781-4290
Email: [email protected]
Confirmations: Confirmations:

Attn: Power Resources
Phone: (510) 361-6247
Email: [email protected]
Payments: Settlements:

Attn: Power Resources
Email: [email protected];
[email protected]
Attachment Staff Report Item 13C
Wire Transfer: Wire Transfer:

Credit and Collections: Credit and Collections:

Attn: Rusty Mills, Chief Financial Officer
Phone: (916) 337-9704
Email: [email protected];
[email protected];
[email protected]
With additional Notices of an Event of
Default or Potential Event of Default to:

With additional Notices of an Event of
Default or Potential Event of Default to:

Attn: Power Resources
1999 Harrison Street, Suite 2300
Oakland, CA 94612
Phone: (510) 361-6247
Email: [email protected];
[email protected]
With an additional copy to:

Hall Energy Law PC
Attn: Stephen Hall
Email: [email protected]
Attachment Staff Report Item 13C

EXHIBIT C

SELLER ATTESTATION
Attachment Staff Report Item 13C
Ava Draft
2 September 2026

CONFIRMATION

RESOURCE ADEQUACY

COVER SHEET
(Sentinel BESS Resource)
This Confirmation Resource Adequacy Cover Sheet is entered into between Ava Community Energy Authority, a California joint powers authority (“Buyer”) and Sentinel Energy Center, LLC, a Delaware limited liability company (“Seller”), each individually a “Party” and together the “Parties,” dated as of ___________ (“Effective Date”) by which Seller agrees to sell and deliver, and Buyer agrees to purchase and receive the Product. This Transaction is governed by, constitutes part of, and is subject to the terms and provisions of that certain Edison Electric Institute Master Power Purchase and Sale Agreement dated ___________ by and between the Parties, as amended from time to time (the “Master Agreement”). The Master Agreement and this Confirmation, including any appendices, exhibits or amendments thereto, shall collectively be referred to herein as the “Agreement” and shall constitute a single agreement between the Parties with respect to the Transaction.

Facility Description: A battery energy storage system (BESS) with a nameplate capacity of 50 MW, located in North Palm Springs, California, as further described in Exhibit A (the “Facility”).

RA Contract Quantity: 50 MW
RA Price:

RA Payment:

Milestone Completion Date
Expected Commercial Operation Date 10/1/2029
RA Start Date 1/1/20301
Facility Specifications
Storage Contract Capacity (MW) 50 MW
Storage Energy (MWh) 200 MWh
Point of Interconnection
Facility Resource ID
Delivery Period: Ten (10) Contract Years following the Commercial Operation Date.

Product:
☒ RA Product
1 Attachment Staff Report Item 13D
2 ☐ Facility Energy
☐ Ancillary Services
Scheduling Coordinator: Seller or Seller’s designee.

Payment Security: By this reference, Exhibit C of the Master Agreement is applicable to this Transaction in the amounts set forth below.

Seller Payment Security:

Development Security:

Performance Security:

Schedule P: The terms and conditions of Schedule P to the Master Agreement are not applicable to this Transaction.

Cross-Defaults and Termination: N/A
2 Attachment Staff Report Item 13D
i

TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS.....................................................................................................3

1.1 Contract Definitions...................................................................................................3 ARTICLE 2 TERM...................................................................................................................9

2.1 Contract Term............................................................................................................9

2.2 Conditions Precedent .................................................................................................9 ARTICLE 3 PRODUCT......................................................................................................... 10

3.1 Purchase and Sale of Product................................................................................... 10

3.2 Ownership of Standalone Energy Storage Incentives ............................................... 10

3.3 Capacity Attributes and RA Shortfall Damages........................................................ 10

3.4 RA Payment ............................................................................................................ 10

3.5 Change in Law......................................................................................................... 11 ARTICLE 4 OBLIGATIONS AND DELIVERIES............................................................... 11

4.1 RA Product Delivery ............................................................................................... 11

4.2 Transfer of Resource Adequacy Benefits ................................................................. 13

4.3 Seller’s Option To Provide Alternate Capacity......................................................... 14

4.4 Reduction in Delivery Obligation............................................................................. 15

4.5 Buyer’s Re-Sale of RA Product ............................................................................... 15

4.6 Hold-Back and Substitute Capacity.......................................................................... 16

4.7 Interconnection Capacity ......................................................................................... 17

4.8 CPUC Reporting...................................................................................................... 17 ARTICLE 5 MAINTENANCE OF THE FACILITY ........................................................... 17

5.1 Maintenance of the Facility...................................................................................... 17

5.2 Maintenance of Health and Safety............................................................................ 17

5.3 Shared Facilities ...................................................................................................... 17 ARTICLE 6 INVOICING AND PAYMENT; CREDIT........................................................ 18

6.1 Contract Price .......................................................................................................... 18

6.2 Statements and Invoicing......................................................................................... 18

6.3 Invoice Adjustments................................................................................................ 18

6.4 Performance Security............................................................................................... 18 ARTICLE 7 FORCE MAJEURE........................................................................................... 18

7.1 Definition ................................................................................................................ 18

7.2 Termination Following Force Majeure Event........................................................... 19

7.3 Notice for Force Majeure......................................................................................... 19 ARTICLE 8 DEFAULTS; REMEDIES; TERMINATION .................................................. 20

8.1 Event of Default....................................................................................................... 20

8.2 Remedies; Declaration of Early Termination Date. .................................................. 20 Attachment Staff Report Item 13D
ii
ARTICLE 9 INSURANCE ..................................................................................................... 21

9.1 Insurance ................................................................................................................. 21 Exhibits:

Exhibit A Facility Description
Exhibit B Commercial Operation
Exhibit C Seller Attestation
Exhibit D Notices
Exhibit E Reserved
Exhibit F Form of Commercial Operation Date Certificate Exhibit G Form of Installed Capacity Certificate
Attachment Staff Report Item 13D
3 ARTICLE 1

DEFINITIONS

1.1 Contract Definitions. By this reference, the definitions set forth in Exhibit D of the Master Agreement (Hybrid Tolling Agreement Supplemental Definitions) are hereby incorporated into this Confirmation. In addition, the following terms, when used herein with initial capitalization, shall have the meanings set forth below. In the event of a conflict between the Hybrid Tolling Agreement Supplemental Definitions and the defined terms herein, the defined terms in this Confirmation shall govern.
“Capacity Damages” has the meaning set forth in Exhibit B. “Change in Law” has the meaning set forth in Section 3.5. “Commercial Operation” means the conditions for commercial operation of the Facility set forth in Section 2.2 and Exhibit B have been satisfied. “Commercial Operation Date” means the later of (i) the Expected Commercial Operation Date or (ii) the date in the COD Certificate on which Seller confirmed to Buyer that Commercial Operation was achieved.
“Compliance Obligations” means, as applicable, RAR, Local RAR, FCR and the Slice-of-Day Requirements. “Contract Price” has the meaning set forth in Section 6.1. “Contract Quantity Availability Hours” means the hours, in the amount set forth in Exhibit A, that will be used in Buyer’s compliance filings and which represent the hours the Shown Unit is available for production and satisfaction of the Shown Unit’s must-offer obligation. “Contract Term” has the meaning set forth in Section 2.1. “CPUC Filing Guide” is the document issued annually by the CPUC which sets forth the guidelines, requirements and instructions for load serving entities to demonstrate compliance with the CPUC’s resource adequacy program.
“Cross-collateralized Transactions” means (a) this Transaction, (b) that certain Transaction pursuant to that certain Confirmation Financial Settlement (BESS Resource) between the Parties dated as of the Effective Date, (c) that certain Transaction pursuant to that certain Confirmation Resource Adequacy (Thermal Resource) between the Parties dated as of the Effective Date, and (d) that certain Confirmation Resource Adequacy Option between the Parties dated as of the Effective Date.
5 5
Attachment Staff Report Item 13D
4 “Damages Payment” means the dollar amount that equals the amount of the Development Security.
“DAME Transitional Measures” means the process for the allocation and settlement of overlapping capacity revenue associated with IRU, IRD, RCU, and RCD set forth in Tariff Section

11.2.6. “Day” means each calendar day starting at 00:00:00 and ending at 23:59:59. “Delivery Period” has the meaning set forth on the Cover Sheet. “Development Cure Period” has the meaning set forth in Exhibit B. “Development Security” has the meaning set forth on the Cover Sheet. “Expected Commercial Operation Date” has the meaning set forth on the Cover Sheet. “Facility” has the meaning set forth on the Cover Sheet. “FCR” means the flexible capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, the CAISO pursuant to the Tariff, or other Governmental Body having jurisdiction over Compliance Obligations and includes any non-binding advisory showing which an LSE is required to make with respect to flexible capacity. “FCR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s FCR.
“Flexible Capacity Category” shall be as described in the annual CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time. “Force Majeure Event” has the meaning set forth in Section 7.1. “Forced Outage” means an unexpected failure of one or more components of the Facility or any outage of the Transmission System that prevents Seller from making RA Product available and that is not the result of a Force Majeure Event.
“Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Guaranteed Commercial Operation Date” has the meaning set forth in Exhibit B. “Hold-Back Capacity” has the meaning set forth in Section 4.6(a).

Attachment Staff Report Item 13D
5 “Imbalance Reserves” means Imbalance Reserves Up (“IRU”) and Imbalance Reserves Down (“IRD”), each having the meaning set forth in the Tariff, and any successor or replacement product or construct.
“IR Lost Opportunity Costs” means the opportunity cost component of overlapping Imbalance Reserves revenue as set forth in the Tariff Section 11.2.6.3. “Installed Capacity” means the nameplate capacity of the Facility at the Point of Interconnection, as evidenced by a certificate from a Licensed Professional Engineer substantially in the form attached as Exhibit G hereto, as it may be updated from time to time by delivery of a subsequent certificate from a Licensed Professional Engineer in the form attached as Exhibit G hereto solely as permitted pursuant to Section 4 of Exhibit B. “Interconnection Agreement” means the interconnection agreements among Seller (or Seller’s Affiliate), the CAISO, and the Participating Transmission Owner, pursuant to which the Facility will be interconnected with the Transmission System, providing for interconnection capacity available or allocable to the Facility no less than the RA Contract Quantity and pursuant to which the applicable Interconnection Facilities have or will be constructed, operated and maintained during the Delivery Period.
“Interconnection Delay” means any delay in achieving Commercial Operation due to any delay in obtaining the Interconnection Agreement or completing the Interconnection Facilities under the Interconnection Agreement provided that in either case Seller has taken actions consistent with Prudent Industry Practice to obtain the Interconnection Agreement and cause the applicable Interconnection Facilities to be completed.
“Interconnection Facilities” means the interconnection facilities, control and protective devices and metering facilities required to connect the Facility with the Transmission System in accordance with the applicable Interconnection Agreement. “Licensed Professional Engineer” means either (i) Power Engineers, Incorporated, an Idaho Corporation, or (ii) the independent engineer retained by the Financing Parties, or on their behalf under customary terms and conditions, in connection with a financing of the Facility, which engineer, or employee or principal thereof (a) is licensed to practice engineering in California, (b) has training and experience in the power industry specific to the technology of the Facility, (c) is not a representative of a consultant, engineer, contractor, designer or other individual involved in the development of the Facility or of a manufacturer or supplier of any equipment installed at the Facility other than as the independent engineer for the Financing Parties, and (d) is licensed in an appropriate engineering discipline for the required certification being made, or (iii) a person acceptable to Buyer in its reasonable judgment.
6 “Local RAR” means the local resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations. 6 Attachment Staff Report Item 13D
6 “Local RAR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s Local RAR.
“LSE” means “Load Serving Entity” as such term is used in the Tariff. “Maintenance Plan” has the meaning set forth in Section 4.4(a). “Meter Service Agreement” has the meaning set forth in the CAISO Tariff. “Net Qualifying Capacity” (or “NQC”) has the meaning set forth in the CAISO Tariff. “Network Upgrades” has the meaning set forth in the CAISO Tariff. “Notification Deadline” means twenty (20) Business Days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month. “Other Development-Related Delays” means any delay or reasonably anticipated delay in achieving Commercial Operation due to circumstances beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of Seller (including time to procure equipment, secure permits, or contract for construction), and which is not the result of a Force Majeure Event, or Interconnection Delay.
“Participating Generator Agreement” has the meaning set forth in the CAISO Tariff. “Participating Load Agreement” has the meaning set forth in the CAISO Tariff. “Planned Outage” has the meaning set forth in Section 4.4(a). “RA Contract Quantity” has the meaning set forth on the Cover Sheet, as may be reduced pursuant to Section 4.4.
“RA Payment” has the meaning set forth on the Cover Sheet. “RA Price” has the meaning set forth on the Cover Sheet. “RA Product” has the meaning set forth in Section 4.2(a). “RAR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s RAR.
“RA Shortfall” has the meaning set forth in Section 4.2(d). “RA Shortfall Amount” shall be determined by first, calculating delivered to Buyer by Seller in accordance
with Section 4.2 for each hour of the Relevant Day in the applicable Showing Month and, second, Attachment Staff Report Item 13D
7 provided, if the CPUC adopts
another methodology for calculating a load serving entity’s procurement deficiencies in Resource Adequacy Benefits for purposes of the Resource Adequacy Requirements, the Parties shall cooperate in good faith to amend this definition to conform to such new methodology in order to preserve to the maximum extent possible the benefits, burdens, and obligations set forth in this definition as of the Effective Date.
“RA Start Date” has the meaning set forth on the Cover Sheet.7 “Real-Time Market” has the meaning set forth in the CAISO Tariff. “Relevant Day” means the peak day(s) of the month, or such other time period, as established by the CPUC for purposes of determining compliance with Resource Adequacy Requirements.
“Reliability Capacity” means Reliability Capacity Up (“RCU”) and Reliability Capacity Down (“RCD”), each having the meaning set forth in the Tariff, and any successor or replacement product or construct.
“Replacement RA” means RA Product that Seller has elected to provide from a Replacement Unit in accordance with Section 4.3.
“Replacement Unit” means a resource having the same or better capacity attributes as the Facility, including the Contract Quantity Availability Hours, RAR Attributes, and, as applicable, FCR Attributes, and Flexible Capacity Category, and otherwise meeting the requirements specified in Section 4.3.
“Resource Adequacy Requirements” or “RAR” means the resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations, including the Slice-of-Day Requirements, but not including Local RAR or FCR. “Seller” has the meaning set forth on the Cover Sheet.
“Shared Facilities” means the gen-tie lines, transformers, substations, or other equipment, permits, contract rights, and other assets and property (real or personal), in each case, as necessary to enable delivery of Energy from the Facility (which is excluded from Shared Facilities) to the point of interconnection, including the Interconnection Agreement itself, that are used in common with third parties.
“Shared Facilities Agreements” has the meaning set forth in Section 5.3. 7 Attachment Staff Report Item 13D
8 “Shared Interconnection Capacity” has the meaning set forth on the Cover Sheet. “Shown Unit(s)” means the Facility or any Replacement Unit providing Replacement RA. “Site” means the applicable real property on which the Facility is or will be located, as further described in Exhibit A.
“Site Control” has the meaning set forth in the CAISO Tariff. “Slice-of-Day” or “SOD” means the CPUC’s 24-hour Slice-of-Day Framework established in D.22-06-050 and D.23-04-010 and D. 24-06-004, as may be modified by the CPUC from time to time.
“Slice-of-Day Requirements” means the Slice-of-Day framework, or any successor program thereof as may be established and modified by the CPUC from time to time. “SOD NQC” means the lesser of the hourly Net Qualifying Capacity value of the Unit as determined by the CPUC pursuant to the Slice-of-Day Requirements as of the Effective Date and that of the Unit on a subsequent date of determination. “Standalone Energy Storage Incentives” means: (a) all federal, state, or local Tax Credits or other Tax benefits associated with the construction or ownership of the Facility (including credits under Sections 38, 45, 46 and 48 of the Internal Revenue Code of 1986, as amended); (b) any federal, state, or local grants, subsidies or other like benefits relating in any way to the Facility; and (c) any other form of incentive relating in any way to the Facility that is not an Environmental Attribute associated with charging energy.
“Station Power” means:
(a) the Energy produced or discharged by the Facility that is used within the Facility to power the lights, motors, cooling equipment, control systems and other electrical loads that are necessary for operation of the Facility; and
(b) the Energy produced or discharged by the Facility that is consumed within the Facility’s electric energy distribution system as losses. “Storage Capacity” means the maximum dependable capability of the Facility to discharge Energy at a particular moment.
“Storage Contract Capacity” has the meaning set forth on the Cover Sheet. “Subsequent Buyer” means the purchaser of RA Product from Buyer in a re-sale of RA Product by Buyer.
“Substitute Capacity” means “RA Substitute Capacity” as defined in the CAISO Tariff. “Substitute Capacity Request” has the meaning set forth in Section 4.6(b).

Attachment Staff Report Item 13D
9 “Supply Plan” has the meaning set forth for “Resource Adequacy Plan” in the CAISO Tariff.

ARTICLE 2
TERM

2.1 Contract Term.
(a) The term of this Agreement shall commence on the Effective Date and shall remain in full force and effect until the conclusion of the Delivery Period, subject to any early termination provisions and any contract term extension provisions set forth herein (“Contract Term”).
(b) Applicable provisions of this Agreement shall continue in effect after termination, including early termination, to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination. The confidentiality obligations of the Parties under Section 10.11 of the Master Agreement and all indemnity and audit rights shall remain in full force and effect for four (4) years following the termination of this Agreement.

2.2 Conditions Precedent.
8 The Delivery Period shall not commence until Seller
completes each of the following conditions:
(a) Seller has delivered to Buyer (i) a certificate from a Licensed Professional Engineer substantially in the form of Exhibit F certifying that the technical conditions set forth in Section 5 of Exhibit B have been satisfied, and (ii) a certificate from a Licensed Professional Engineer substantially in the form of Exhibit G setting forth the Installed Capacity of the Facility on the Commercial Operation Date;
(b) A Participating Generator Agreement and/or a Participating Load Agreement and a Meter Service Agreement for CAISO Metered Entities (as defined in the CAISO Tariff) for the Facility between Seller and CAISO shall have been executed and delivered and be in full force and effect, and a copy of each such agreement delivered to Buyer; (c) An Interconnection Agreement for the Facility between Seller (or its Affiliate or a third-party transmission entity, if a sharing arrangement permitted by this Agreement is in effect) and the PTO shall have been executed and delivered and be in full force and effect, including with respect to any required amendments, and a copy of the Interconnection Agreement and any amendments delivered to Buyer;
(d) Seller has completed CAISO certification of the Facility, and has provided a copy of the CAISO certification to Buyer;
(e) Seller has provided Buyer with a copy of written notice from the CAISO confirming that the Facility has achieved Full Capacity Deliverability Status; 8 CPs under review by Sentinel team.

Attachment Staff Report Item 13D
10 (f) All applicable regulatory authorizations, approvals and permits required for commencement of operations of the Facility have been obtained and all conditions thereof that are capable of being satisfied on the Commercial Operation Date have been satisfied and shall be in full force and effect, and Seller has delivered to Buyer an attestation certificate from an officer of Seller certifying to the satisfaction of this condition; (g) Seller has obtained all real property rights, including Site Control, required for the operation of the Facility during the Delivery Period, and Seller has provided evidence of such rights to Buyer;
(h) Insurance requirements for the Facility pursuant to Article 9 have been met, with evidence provided in writing to Buyer; and
(i) Seller has delivered the Performance Security to Buyer in accordance with Exhibit C of the Master Agreement.

ARTICLE 3

PRODUCT

3.1 Purchase and Sale of Product. Subject to the terms and conditions of this Agreement, during the Delivery Period, Buyer will purchase the Product at the Contract Price, and Seller shall supply and deliver to Buyer the Product.

3.2 Ownership of Standalone Energy Storage Incentives. Seller shall own and may assign or sell, in its sole discretion, all right, title and interest to any Standalone Energy Storage Incentives associated with or resulting from the development, installation, ownership or operation of the Facility or the production, sale, purchase or use of the charging energy or discharging energy, in each case that currently exist or as may become available due to any change in Law.

3.3 Capacity Attributes and RA Shortfall Damages.
(a) Capacity Attributes other than RA Product. Seller shall own and may assign or sell, in its sole discretion, all right, title and interest to any Capacity Attributes associated with or resulting from the development, installation, ownership or operation of the Facility or the production, sale, purchase or use of the charging energy, in each case that currently exist or as may become available due to any change in Law, except to the extent such Capacity Attributes are necessary to deliver the RA Product. Buyer shall cooperate with Seller in connection with Scheduling any such Capacity Attributes sold to third parties. (b) RA Shortfall Damages. With respect to any RA Shortfall Amount commencing on or after the RA Start Date, Seller shall pay to Buyer an amount equal to the product of the RA Shortfall Amount, multiplied by the

3.4 RA Payment. During each month of the Delivery Period, Buyer shall pay the monthly RA Payment to Seller pursuant to the invoicing and payment provisions set forth in Article 6.

Attachment Staff Report Item 13D
11 3.5 Change in Law. If any action by the CPUC, CAISO or any other Governmental Body having jurisdiction, or any change in applicable law, occurring after the Effective Date (including changes to unforced capacity (UCAP) rules or the Slice-of-Day Requirements) results in (i) material changes to Buyer’s or Seller’s obligations with regard to the Products sold hereunder, (ii) has the effect of changing the transfer and sale procedure set forth in this Confirmation so that the performance of this Confirmation becomes impracticable, or (iii) changes the Resource Adequacy Requirements such that the Product can no longer be fully counted towards Buyer’s Resource Adequacy Requirements (a “Change in Law”), the Parties shall work in good faith to revise this Confirmation so that the Parties can perform their obligations regarding the purchase and sale of the Product sold hereunder in order to maintain the original intent of the Parties under this Confirmation.

ARTICLE 4

OBLIGATIONS AND DELIVERIES

4.1 RA Product Delivery. Subject to the provisions of this Agreement, during the Delivery Period:
(a) Seller shall supply and deliver the RA Product to Buyer, and Buyer shall accept and pay for the RA Product, in accordance with the terms of this Agreement.

Notwithstanding anything herein to the contrary, Seller shall have no obligation to deliver any Resource Adequacy Benefits prior to the RA Start Date.
(b) Seller will be responsible for paying or satisfying when due any costs or charges imposed in connection with Station Power.
(c) Buyer shall have exclusive rights to the RA Product and all benefits derived therefrom, including the exclusive right to use, market or sell the RA Product and the right to all revenues generated from the use, resale or remarketing of the RA Product. (d) Throughout the Delivery Period, Buyer and Seller shall take all commercially reasonable actions and execute all documents or instruments reasonably necessary to ensure (i) Buyer’s rights to the RA Product for the sole benefit of Buyer or any Subsequent Buyer and (ii) that Buyer may use the RA Product to meet its Compliance Obligations. Such commercially reasonable actions shall include, without limitation cooperating with and providing, and causing each Shown Unit’s SC, owner, or operator to cooperate with and provide, requested supporting documentation to the CAISO, the CPUC, or any other Governmental Body responsible for administering the applicable Compliance Obligations, including to demonstrate that the RA satisfies the Slice-of-Day Requirements and can be delivered to the CAISO controlled grid for the minimum hours required to satisfy the Compliance Obligations, as applicable, pursuant to the “deliverability” standards established by the CAISO or other Governmental Body of competent jurisdiction. If necessary, the Parties further agree to negotiate in good faith to amend this Confirmation to conform this Transaction to subsequent clarifications, revisions, or decisions rendered by CAISO or an applicable Governmental Body to maintain the benefits of the Transaction.

Attachment Staff Report Item 13D
12 (e) Seller shall, and shall cause the Shown Unit’s SC to, offer and bid the Product into all applicable CAISO markets in accordance with applicable Resource Adequacy Requirements, including the zero-dollar bidding requirements of CPUC D.05-10-042 for Reliability Capacity products. Seller shall, and shall cause the Shown Unit’s SC to, take such actions as are necessary to ensure the allocation of revenues to Buyer in accordance with Section

4.1(g), including making any elections, designations, submissions, certifications, or other requests available under the Tariff or applicable market rules.
(f) Seller is entitled to receive any revenues from, and must pay all costs charged by, CAISO or any other third party with respect to the Shown Unit(s) for (i) start-up, shutdown, and minimum load costs, (ii) ancillary services, (iii) energy sales, (iv) IR Lost Opportunity Costs, (v) flexible ramping product, and (vi) black start or reactive power services. (g) Buyer is entitled to receive and retain all revenues associated with the capacity, availability, resource adequacy, reliability, or similar attributes of the Contract Quantity of Product during the Delivery Period, including any (i) capacity or availability revenues from the Capacity Procurement Mechanism or its successor, (ii) RUC Availability Payments and all revenues associated with Reliability Capacity or any successor product, (iii) all revenues associated with Imbalance Reserves, other than IR Lost Opportunity Costs, and (iv) all other revenues, payments, credits, settlements, compensation, or other economic benefits arising from, attributable to, derived from, or awarded in respect of the capacity, availability, resource adequacy, reliability, flexibility, deliverability, resource sufficiency, or similar attributes of the Contract Quantity, including any successor, replacement, modified, redesignated, restructured, or newly created product, market construct, tariff provision, or compensation mechanism, provided that Buyer shall not be entitled to the revenues and costs described in Section 4.1(f)(i)-(vi) and 4.1(h).

Seller shall promptly report receipt of any such revenues to Buyer and shall pay to Buyer, within thirty (30) days of receipt, any such amounts received by Seller or a Shown Unit’s SC, owner, or operator. Seller shall, and shall cause the Shown Unit’s SC to, implement all procedures available to it to ensure that, to the extent within the control of Seller or the Shown Unit’s SC, such revenues are directed to Buyer, including through the use of available CAISO procedures, elections, or mechanisms necessary to effectuate such allocation. Without prejudice to its other rights and remedies, Buyer may set off and recoup any such unpaid amounts against amounts owed to Seller under this Confirmation or the Master Agreement. For the avoidance of doubt, the allocation of revenues under this Section 4.1(g) applies regardless of whether such amounts are initially received by Seller, its SC, or any other entity, and regardless of how such products are characterized under the Tariff or by any Governmental Body. In the event of any overlap, inconsistency, or ambiguity between Section 4.1(f) and Section 4.1(g), the provisions of this Section 4.1(g) shall control. Availability Incentive Payments and Non-Availability Charges are governed by Section 4.1(h) and are not subject to this Section 4.1(g). (h) Seller shall be entitled to receive and retain all Availability Incentive Payments and shall be responsible for and pay all Non-Availability Charges. (i) Both Seller and Buyer shall elect, or cause their respective SCs to elect, to apply DAME Transitional Measures for the RA Contract Quantity of Product associated with the Facility, prior to the first Compliance Showing. If for any reason the DAME Transitional Measures are not applied to this Agreement, or CAISO no longer provides an allocation Attachment Staff Report Item 13D
13 methodology identifying the Reliability Capacity, IR Lost Opportunity Costs, and other Imbalance Reserves revenues applicable for purposes of Section 4.1(g) of this Confirmation, then within fifteen (15) Business Days following Seller’s receipt of the CAISO Initial Settlement Statement for the applicable Showing Month, Seller shall provide such information through an attestation in the form of Exhibit C, signed by a supervisor or manager of Seller responsible for settlement of energy or capacity products. Seller shall provide updated attestations with respect to any adjustments reflected in subsequent Recalculation Settlement Statements or Settlement Rerun Adjustments within fifteen (15) Business Days after receipt thereof. (j) Any payment made pursuant to Section 4.1(g) shall be accompanied by reasonable supporting documentation sufficient to verify the calculation of such payment. Upon reasonable request, Seller shall provide records, CAISO statements, settlement data, and other documentation reasonably necessary to verify amounts payable to Buyer under Section 4.1(g).

4.2 Transfer of Resource Adequacy Benefits.
(a) Seller shall transfer the RA Contract Quantity and, if applicable, Replacement RA from the Facility or any Replacement Units (the “RA Product”) to Buyer by submitting Supply Plans to CAISO for the Shown Unit(s). (b) Seller shall cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the CAISO Tariff. Seller shall submit, or cause the Shown Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the CAISO Tariff and CPUC requirements to identify and confirm the RA Product transferred in accordance with Buyer’s instructions for each Showing Month of the Delivery Period, subject to Section 3.3.
(c) If CAISO rejects the Supply Plan or the Resource Adequacy Plan with respect to any part of the RA Product for the Facility in any Showing Month, the Parties shall confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan for validation before the applicable deadline for the Showing Month. (d) The RA Product is received when the CIRA Tool shows that the Supply Plan submitted in compliance with Buyer’s instructions, including Buyer’s instructions to withhold all or part of the RA Product for such Showing Month, has been accepted for the RA Product from the Shown Unit(s) by CAISO. Seller has failed to transfer the RA Product under this Section 4.2 if (i) Buyer has elected to submit the RA Product from the Shown Unit(s) in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the CIRA Tool and are rejected by CAISO due to the acts or omissions of Seller notwithstanding performance of the Parties’ obligations in Section

4.2(c) or (ii) Seller fails to submit the volume of RA Product up to the RA Contract Quantity for any Showing Month in such amount as instructed by Buyer for the applicable Showing Month (an “RA Shortfall”). Seller will not have failed to properly transfer the RA Product if Buyer fails or chooses not to submit the Shown Unit(s) and the RA Product in its Resource Adequacy Plan with the CPUC or CAISO or submits the incorrect volumes.

Attachment Staff Report Item 13D
14 (e) Hold-Back Capacity, if any, is deemed RA Product received by Buyer, unless utilized under Section 4.6 as Substitute Capacity, in which case RA Product is considered received according to the timeline requirements therein. (f) To the extent Seller reduces deliveries of RA Product pursuant to Section 4.4 prior to the Facility being included in the applicable Supply Plan and does not elect to provide Replacement RA, Buyer shall be responsible for the costs associated with procuring Substitute Capacity to the extent Buyer directs Seller to include the Facility in the applicable Supply Plan. To the extent Seller reduces deliveries of Product either pursuant to Section 4.4 or otherwise after the Facility is included in the Supply Plan, Seller shall be responsible for the costs associated with procuring Substitute Capacity.

4.3 Seller’s Option To Provide Alternate Capacity. If Seller is unable to provide the Resource Adequacy Benefits from the Facility for a Showing Month for any reason, including, without limitation, as provided in Section 4.4, then Seller may, at no cost to Buyer, provide Buyer with Replacement RA from one or more Replacement Units in an amount such that the total amount of RA Product provided to Buyer from the Facility and any Replacement Unit(s) for each Showing Month is not more than the RA Contract Quantity, provided that in each case:
(a) Seller shall notify Buyer in writing of its intent to provide Replacement RA and shall identify the proposed Replacement Units from which such Replacement RA shall be provided no later than the Notification Deadline for Buyer’s Compliance Showings related to such Showing Month;
(b) The proposed Replacement Units must (i) be accepted by the CAISO, and (ii) otherwise satisfy the requirements of this Agreement; (c) Seller shall, or shall cause the SC to submit, a Supply Plan for each Showing Month and, if applicable, an annual filing, no later than the Notification Deadline for Buyer’s Compliance Showings;
(d) If Seller does not comply with the requirements of Sections 4.3(a), (b) and (c) for the applicable Showing Month and, if applicable, an annual filing, then any such Replacement Units shall not be deemed a Replacement Unit for purposes of this Agreement for that Showing Month; and
(e) The designation of any Replacement Unit(s) that meets the requirements of this Section 4.3 shall be automatic. In no event shall a Replacement Unit utilize coal or coal materials as a source of fuel. A Replacement Unit must be a specific resource that is connected directly to the CAISO controlled grid or be under the operational control of CAISO. A Replacement Unit may not be an unspecified import.
(f) Once Seller has identified in writing any Replacement Units that meet the requirements of this Section 4.3, then any such Replacement Units shall be deemed a Shown Unit for purposes of this Agreement for that Showing Month.

Attachment Staff Report Item 13D
15 4.4 Reduction in Delivery Obligation.
(a) Facility Maintenance. Not later than ninety (90) days before the beginning of each Contract Year the Seller shall prepare and submit to the Buyer its proposed maintenance plan (a “Maintenance Plan”) for that Contract Year; provided that the Maintenance Plan for the first Contract Year shall be prepared and submitted by the Seller to the Buyer not later than sixty (60) days after the Commercial Operation Date. Seller shall periodically update the Maintenance Plan as necessary or appropriate during the applicable Contract Year. Each outage reflected in the Maintenance Plan (as updated) is referred to herein as a “Planned Outage”. The Parties shall coordinate, acting reasonably and in good faith, to establish reasonable maintenance schedules for the various components of the Facility. The Planned Outages will follow Prudent Industry Practice. (b) Scheduled Outages. Between June 1st and September 30th, Seller shall not schedule non-emergency maintenance as a Planned Outage that reduces the energy generation or storage capability of the Facility unless (i) such outage is required to avoid damage to the Facility, (ii) such maintenance is necessary to maintain equipment warranties and cannot be scheduled outside the period of June 1st and September 30th, (iii) such outage is required in accordance with Prudent Industry Practice, or (iv) the Parties agree otherwise in writing. (c) Forced Outage. Seller shall be permitted to reduce deliveries of RA Product during any Forced Outage. Seller shall provide Buyer with prompt Notice and expected duration (if known) of any Forced Outage.
(d) Force Majeure Event. Seller shall be permitted to reduce deliveries of RA Product during any Force Majeure Event.
(e) Health and Safety. Seller shall be permitted to reduce deliveries of RA Product as necessary to maintain health and safety pursuant to Section 5.2.

4.5 Buyer’s Re-Sale of RA Product.
(a) Buyer may re-sell all or part of the RA Product; provided that any such re- sale must not increase Seller’s obligations hereunder other than as set forth in this Section 4.5.

For any such resale, the Resource Adequacy Plan of Buyer as used herein will refer to the Resource Adequacy Plan of the Subsequent Buyer. Seller shall, or shall cause the Shown Unit’s SC, to follow Buyer’s instructions with respect to providing such resold RA Product to Subsequent Buyers, to the extent such instructions are consistent with Seller’s obligations under this Agreement. Seller shall, and shall cause the Shown Unit’s SC to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Buyers to use such resold RA Product in a manner consistent with Buyer’s rights under this Agreement. If Buyer incurs any liability to a Subsequent Buyer due to the failure of Seller or the Shown Unit’s SC to comply with this Agreement, Seller will be liable to Buyer for the amounts Seller would have owed Buyer under this Agreement if Buyer had not resold the RA Product. (b) Buyer shall notify Seller in writing of any resale of RA Product and the Subsequent Buyer no later than ten (10) Business Days before the deadline for the Compliance Showing for each Showing Month for which Buyer has resold the RA Product. Buyer shall notify Seller of any subsequent changes or further resales no later than five (5) Business Days before the Attachment Staff Report Item 13D
16 deadline for the Compliance Showing for each Showing Month for which Buyer has resold the RA Product.
(c) If CAISO or CPUC develops a centralized capacity market, Buyer will have exclusive rights to direct the Seller or the Shown Unit’s SC to offer, bid, or otherwise submit the RA Product for re-sale into such market, and Seller and the Shown Unit’s SC shall comply with the Buyer’s direction and Buyer shall retain and receive all revenues from such re-sale. (d) Buyer shall have the exclusive right to direct the Seller or the Shown Unit’s SC to offer, bid, or otherwise submit the RA Product into the CAISO Competitive Solicitation Process (CSP) for CPM Capacity. Seller and the Shown Unit’s SC shall comply with the Buyer’s direction and, to the extent that the CAISO designates the RA Product as CPM Capacity, Buyer shall be entitled to retain and receive the CPM Capacity Payment. Unless otherwise instructed by Buyer, (i) Seller shall not, and shall cause the Shown Unit’s SC to not, offer any portion of the RA Product to CAISO as CPM Capacity and (ii) if CAISO designates any portion of the RA Product as CPM Capacity, then Seller shall, and shall cause the Shown Unit’s SC to, promptly (and in any event within one (1) Business Day of the time Seller receives notification from CAISO) notify Buyer of such designation, and if CAISO makes such a designation, Seller shall not, and shall cause the Shown Unit’s SC to not, accept any such designation by CAISO unless and until Buyer has agreed to accept such designation.

4.6 Hold-Back and Substitute Capacity.
(a) No later than three (3) Business Days before the relevant deadline for the initial Compliance Showing with respect to a particular Showing Month, Buyer may request in writing that Seller not list, or cause the Shown Unit’s SC not to list, in the Shown Unit’s Supply Plan a portion or all of the RA Product for such Showing Month (“Hold-Back Capacity”). The amount of RA Product that is the subject of Buyer’s request for Hold-Back Capacity shall be deemed RA Product received by Buyer consistent with Section 4.2 for purposes of calculating the payments due hereunder, unless utilized under Section 4.6(b) as Substitute Capacity, then RA Product is considered received according to the requirements therein. Seller shall, or shall cause the Shown Unit’s SC to, comply with Buyer’s request under this Section 4.6. (b) In any Showing Month in which Buyer has designated Hold-Back Capacity, Buyer may request, in writing, that Seller make the Hold-Back Capacity available for Buyer’s use as Substitute Capacity within the respective Showing Month (such request a “Substitute Capacity Request”) with the following schedule:
(i) For Buyer’s Substitute Capacity Requests that are to be scheduled with CAISO prior to the Showing Month (e.g., through the CAISO RA Substitute Capacity Assessment), the Substitute Capacity Request shall be received by Seller at least two (2) Business Days prior to the applicable CAISO scheduling deadline. Seller shall, or shall cause the Facility’s Scheduling Coordinator to, comply with Buyer’s request under this Section 4.6(b), provided that to the extent Seller is unable to provide the requested Substitute Capacity from the Facility due to a Planned Outage or a Forced Outage, Seller shall not have any liability for such failure.

Attachment Staff Report Item 13D
17 (ii) For Buyer’s Substitute Capacity Requests that are to be scheduled with CAISO after the commencement of the Showing Month, the Substitute Capacity Request shall be received by Seller at least five (5) Business Days before Buyer submits its Substitute Capacity in the CIRA Tool. Seller shall, or shall cause the Replacement Unit’s Scheduling Coordinator to, comply with Buyer’s request under this Section 4.6(b), provided that to the extent Seller is unable to provide the requested Substitute Capacity from the Facility due to a Planned Outage or a Forced Outage, Seller shall not have any liability for such failure.

4.7 Interconnection Capacity. Throughout the Delivery Period, Seller shall have and maintain interconnection capacity available or allocable to the Facility that is no less than the Storage Contract Capacity. Seller shall be responsible for all costs of interconnecting the Facility to the Transmission System.

4.8 CPUC Reporting. Seller shall cooperate, acting reasonably and in good faith, with Buyer to provide such information as is necessary or appropriate to permit Buyer to comply with those reporting requirements associated with the Product, including those set forth in the CPUC Filing Guide. Such cooperation shall not require Seller to modify its obligations under this Agreement, including with respect to delivery of any Product, calculating the quantity of Product delivered or payment for any Product delivered.

ARTICLE 5

MAINTENANCE OF THE FACILITY

5.1 Maintenance of the Facility. Seller shall comply with Law and Prudent Industry Practice relating to the operation and maintenance of the Facility and the generation and sale of RA Product.

5.2 Maintenance of Health and Safety. Seller shall take reasonable safety precautions with respect to the operation, maintenance, repair and replacement of the Facility. If Seller becomes aware of any circumstances relating to the Facility that create an imminent risk of damage or injury to any Person or any Person’s property, Seller shall take prompt action to prevent such damage or injury and shall give notice to Buyer’s emergency contact identified on Exhibit D of such condition. Such action may include, to the extent reasonably necessary, disconnecting and removing all or a portion of the Facility or suspending the supply of Energy to Buyer.

5.3 Shared Facilities. The Parties acknowledge and agree that certain of the Interconnection Facilities, Seller’s rights and obligations under the Interconnection Agreement and Seller’s rights and obligations under transmission service agreements with a Transmission Provider, may be subject to certain shared facilities and/or co-tenancy agreements (“Shared Facilities Agreements”) to be entered into among two or more of Seller, the Participating Transmission Owner, Seller’s Affiliates, and/or third parties pursuant to which certain Interconnection Facilities, interconnection service and/or transmission service may be subject to joint ownership and/or shared maintenance and operation arrangements; provided that such Shared Facilities Agreements shall permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder.

Attachment Staff Report Item 13D
18 ARTICLE 6
INVOICING AND PAYMENT; CREDIT

6.1 Contract Price. The contract price (the “Contract Price”) shall be calculated monthly and shall equal the RA Payment.

6.2 Statements and Invoicing. Commencing on the first month of the Delivery Period, Seller shall deliver an invoice to Buyer on or before the tenth (10th) day of each month. Each invoice shall (i) include records of the applicable RA Price, the RA Contract Quantity, and the total Contract Price; (ii) reflect any CAISO costs passed through to Buyer and (iii) be in a format reasonably acceptable to Buyer, covering the services for the applicable Showing Month determined in accordance with the applicable provisions of this Agreement. The invoice shall be delivered by electronic mail in accordance with Exhibit D.

6.3 Invoice Adjustments. Invoice adjustments shall be made if (a) there have been good faith inaccuracies in invoicing or payment that are not otherwise disputed, (b) an adjustment to an amount previously invoiced or paid is required due to a correction of data by the CAISO, or pursuant to a storage capacity test conducted as mutually agreed upon, or (c) there have been meter inaccuracies; provided, however, that there shall be no adjustments to prior invoices based upon meter inaccuracies except to the extent that such meter adjustments are accepted by CAISO for revenue purposes. If the required adjustment is in favor of Buyer, Buyer’s next monthly payment shall be credited in an amount equal to the adjustment. If the required adjustment is in favor of Seller, Seller shall add the adjustment amount to Buyer’s next monthly invoice. Adjustments in favor of either Buyer or Seller shall bear interest at the Interest Rate until settled in full, accruing from the date on which the adjusted amount should have been due. Unless otherwise agreed by the Parties, no adjustment of invoices shall be permitted after twelve (12) months from the date of the invoice.

6.4 Performance Security.

ARTICLE 7
FORCE MAJEURE9

7.1 Definition.
(a) “Force Majeure Event” means any act or event that delays or prevents a Party from timely performing all or a portion of its obligations under this Agreement or from 9 Attachment Staff Report Item 13D
19 complying with all or a portion of the conditions under this Agreement if such act or event, despite the exercise of reasonable efforts, cannot be avoided by and is beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance, or noncompliance. (b) Without limiting the generality of the foregoing, so long as the following events, despite the exercise of reasonable efforts, cannot be avoided by, and are beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance or noncompliance, a Force Majeure Event may include an act of God or the elements, such as flooding, lightning, hurricanes, tornadoes, or ice storms; explosion; fire; volcanic eruption; flood; landslide; mudslide; sabotage; terrorism; earthquake; or other cataclysmic events; an act of public enemy; war; blockade; civil insurrection; riot; civil disturbance; epidemic; pandemic; or strikes or other labor difficulties caused or suffered by a Party or any third party except as set forth below. (c) Notwithstanding the foregoing, the term “Force Majeure Event” does not include (i) economic conditions that render a Party’s performance of this Agreement at the Contract Price unprofitable or otherwise uneconomic (including an increase in component costs for any reason, including foreign or domestic tariffs, Buyer’s ability to buy the Product at a lower price, or Seller’s ability to sell the Product, or any component thereof, at a higher price, than under this Agreement); (ii) Seller’s inability to obtain permits or approvals of any type for the construction, operation, or maintenance of the Facility, except to the extent such inability is caused by a Force Majeure Event; (iii) the inability of a Party to make payments when due under this Agreement, unless the cause of such inability is an event that would otherwise constitute a Force Majeure Event as described above; (iv) Seller’s inability to obtain sufficient labor, equipment, materials, or other resources to build or operate the Facility except to the extent such inability is caused by a Force Majeure Event; or (v) any equipment failure except if such equipment failure is caused by a Force Majeure Event.

7.2 Termination Following Force Majeure Event. If a Force Majeure Event has occurred after the Commercial Operation Date that has caused either Party to be wholly or partially unable to perform its obligations hereunder, and the impacted Party has claimed and received relief from performance of its obligations for a consecutive twelve (12) month period, then the non-claiming Party may terminate this Agreement upon written notice to the other Party. In addition, if a Force Majeure Event causes the Facility to be materially damaged such that returning the Facility to the full operational status that existing prior to the Force Majeure Event is reasonably expected to take more than twelve (12) months, Seller may terminate this Agreement upon written notice to Buyer. Upon any such termination, neither Party shall have any liability to the other Party, save and except for those obligations specified in Section 2.1(b). Notwithstanding the foregoing, the occurrence and continuation of a Force Majeure Event shall not (a) suspend or excuse the obligation of a Party to make any payments due hereunder, (b) suspend or excuse the obligation of Seller to achieve the Guaranteed Commercial Operation Date beyond the extensions provided in Exhibit B, or (c) limit Buyer’s right to declare an Event of Default pursuant to Section 8.1 and receive a Damages Payment upon exercise of Buyer’s default right pursuant to Section 8.2.

7.3 Notice for Force Majeure. Within two (2) Business Days of the Party becoming aware that a Force Majeure Event will impact the Party’s performance under this Agreement, the Attachment Staff Report Item 13D
20 claiming Party shall provide the other Party with oral notice of the Force Majeure Event, and within two (2) weeks thereafter the claiming Party shall provide the other Party with notice in the form of a letter describing in detail the occurrence giving rise to the Force Majeure Event, including the nature, cause, estimated date of commencement thereof, and the anticipated extent of any delay or interruption in performance. Failure to provide timely notice shall not constitute a waiver of the Force Majeure Event, but the relief granted shall be based on the date notice is provided rather than the date of the Force Majeure Event. Upon written request from Buyer, Seller shall provide documentation demonstrating to Buyer’s reasonable satisfaction that each day of the claimed delay was the result of a Force Majeure Event and did not result from Seller’s actions or failure to exercise due diligence or take reasonable actions. The claiming Party shall promptly notify the other Party in writing of the cessation or termination of such Force Majeure Event, all as known or estimated in good faith by the affected Party. The suspension of performance due to a claim of a Force Majeure Event must be of no greater scope and of no longer duration than is required by the Force Majeure Event.

ARTICLE 8
DEFAULTS; REMEDIES; TERMINATION

8.1 Event of Default. Notwithstanding anything in the Master Agreement or this Confirmation to the contrary, and solely for purposes of this Transaction, Seller’s failure to achieve Commercial Operation for the Facility on or before the Guaranteed Commercial Operation Date shall constitute an Event of Default by Seller with respect to this Transaction only.

8.2 Remedies; Declaration of Early Termination Date.
(a) If an Event of Default as described in Section 8.1 has occurred and is continuing, Buyer may, by Notice to Seller, designate a day, no earlier than the day such Notice is deemed received and no later than twenty (20) days after such Notice is deemed to be received, as an early termination date of this Transaction only (the “Early Termination Date”). Effective as of the Early Termination Date, this Transaction shall terminate and shall be the sole Terminated Transaction resulting from such Event of Default. For the avoidance of doubt, the occurrence of such Event of Default shall not result in an Event of Default, Early Termination Date, Terminated Transaction, acceleration, close-out, liquidation, setoff, suspension or termination of the Master Agreement or any other confirmation or Transaction between the Parties. (b) Upon such termination, Buyer may accelerate all amounts owing between the Parties under this Transaction and collect as liquidated damages the Damages Payment, including by drawing on or applying the Development Security. Buyer may also withhold payments due to Seller under this Transaction and suspend performance under this Transaction.

Payment by Seller of the Damages Payment shall constitute liquidated damages and Buyer’s sole and exclusive remedy for the termination of this Transaction and the Event of Default described in Section 8.1, except for Buyer’s rights to receive amounts accrued and unpaid under this Transaction before termination and to draw on or apply Development Security to the Damages Payment.

Attachment Staff Report Item 13D
21 ARTICLE 9

INSURANCE

9.1 Insurance.
10 (a) General Liability. Seller shall maintain, or cause to be maintained at its sole expense, (i) commercial general liability insurance, including products and completed operations and personal injury insurance, in a minimum amount of per occurrence, and an annual aggregate of not less than , endorsed to provide contractual liability in said amount, specifically covering Seller’s obligations under this Agreement and including Buyer as an additional insured; and (ii) an umbrella insurance policy in a minimum limit of liability of Defense costs shall be provided as an additional benefit and not included within the limits of liability. Such insurance shall contain standard cross-liability and severability of interest (or separation of insureds) provisions.
(b) Employer’s Liability Insurance. Seller shall maintain Employers’ Liability insurance in a minimum amount not to be less than for injury or death occurring as a result of each accident. With regard to bodily injury by disease, the policy limit will apply to each employee for
(c) Workers Compensation Insurance. Seller, if it has employees, shall also maintain at all times during the Contract Term workers’ compensation and employers’ liability insurance coverage in accordance with applicable requirements of California Law. (d) Business Auto Insurance. Seller shall maintain at all times during the Contract Term business auto insurance for bodily injury and property damage with limits of per occurrence. Such insurance shall cover liability arising out of Seller’s use of all owned (if any), non-owned and hired vehicles, including trailers or semi-trailers in the performance of the Agreement.
(e) Evidence of Insurance. Within sixty (60) days after execution of the Agreement and upon annual renewal thereafter, Seller shall deliver to Buyer certificates of insurance evidencing such coverage. These certificates shall specify that Buyer shall be given at least thirty (30) days prior notice by Seller in the event of cancellation or termination of coverage.

Such insurance shall be primary coverage without right of contribution from any insurance of Buyer. Any other insurance maintained by Seller is for the exclusive benefit of Seller and shall not in any manner inure to the benefit of Buyer.
[Signatures on following page]
10 Attachment Staff Report Item 13D
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.

SENTINEL ENERGY CENTER, LLC,
a Delaware limited liability company

AVA COMMUNITY ENERGY AUTHORITY,
a California joint powers authority
By: By:

Name: Name:

Title: Title:

Approved as to form:

Attachment Staff Report Item 13D
Exhibit A-1

EXHIBIT A

FACILITY DESCRIPTION
Site Name Sentinel
County Riverside County, CA
Site APNs
Facility Type Battery energy storage system (BESS)
Facility
Type Lithium Ion Battery
Storage Capacity (MW) 50
Maximum Charging Capacity (MWh) 200
Maximum Discharging Capacity (MWh) 200
Maximum Stored Energy Level (MWh) 200
Resource ID To be assigned by CAISO
Additional Facility Information
Resource Name Sentinel Energy Center
Physical Location North Palm Springs, CA
CAISO Resource ID
SCID of Resource
Unit NQC by month (e.g., Jan=50, Feb=65) 50
Unit EFC by month (e.g., Jan=30, Feb=50) 50
Unit SOD NQC by month (e.g., Jan=50, Feb=65) 50
Unit SOD NQC by hour 50
Resource Type (e.g., gas, hydro, solar, battery, etc.) BESS Minimum Qualified Flexible Capacity Category (Flex 1, 2 or 3) 1 TAC Area (e.g., PG&E, SCE) 100%
Prorated Percentage of Unit Factor
Prorated Percentage of Unit Flexible Factor
Capacity Area (CAISO System, Fresno, Sierra, Kern, LA Basin, Bay Area, Stockton, Big Creek-Ventura, NCNB, San Diego-IV or Humboldt)
LA Basin
Resource Category as defined by the CPUC (DR) (yes/no) No Nameplate Capacity for Unit/Pmax 50
Percentage of Nameplate Capacity/Pmax 100%
Contract Quantity Availability Hours All hours
Availability Restrictions of Unit, if any (e.g., start and end hour, run time, etc.)
n/a
Additional information for battery and other storage
resources:

Paired resource (yes/no) No
Attachment Staff Report Item 13D
Exhibit A-2
If a paired resource, does it charge exclusively from the paired resource or is grid charging allowed?
Efficiency Rate
Co-located or hybrid resource Stand-alone
Interconnection limit (if part of co-located or hybrid resource) Number of cycles per day

Attachment Staff Report Item 13D
Exhibit B-1

EXHIBIT B

COMMERCIAL OPERATION

1. Commercial Operation.
a. “Commercial Operation” means the condition existing when (i) Seller has fulfilled all of the conditions precedent in Section 2.2 of this Agreement and provided Notice to Buyer substantially in the form of Exhibit F (the “COD Certificate”), (ii) Seller has provided the required documentation to Buyer and met the conditions for achieving Commercial Operation and provided Notice to Buyer to that effect and (iii) Buyer has acknowledged to Seller in writing that the Commercial Operation Date has been achieved.
b. Seller shall cause Commercial Operation for the Facility to occur by October 1, 2029, as such date may be extended by the Development Cure Period, the “Guaranteed Commercial Operation Date”. Seller shall notify Buyer that it intends to achieve Commercial Operation at least sixty (60) days before the anticipated Commercial Operation Date.

2. Extension of the Guaranteed Commercial Operation Date. Seller may, on written notice to Buyer, extend the Guaranteed Commercial Operation Date for Other Development-Related Delays for up to In addition, the Guaranteed Commercial Operation Date shall, subject to notice and documentation requirements set forth below, be automatically extended on a day-for-day basis (the “Development Cure Period”) for the duration of any and all delays arising out of the following circumstances:
a. a Force Majeure Event;
b. Interconnection Delay; and
c. Event of Default of Buyer.

3. Notwithstanding anything in this Agreement to the contrary, the cumulative extensions granted under the Development Cure Period shall not exceed two hundred ten (210) days, for any reason, including a Force Majeure Event. Seller shall provide prompt Notice to Buyer of a delay, but in no case more than thirty (30) days after Seller became aware of such delay, except that in the case of a delay occurring within sixty (60) days of the Expected Commercial Operation Date, or after such date, Seller must provide Notice within five (5) Business Days of Seller becoming aware of such delay.

4. Failure to Reach Storage Contract Capacity. If, at Commercial Operation, the Installed Capacity is less than of the Storage Contract Capacity, Seller shall have after the Commercial Operation Date to install additional capacity or Network Upgrades such that the Installed Capacity is equal to (but not greater than) of the Storage Contract Capacity, and Seller shall provide to Buyer a new certificate substantially in the form attached as Exhibit K hereto specifying the new Installed Capacity. If Seller fails to construct the Storage Attachment Staff Report Item 13D
Exhibit B-2
Contract Capacity by such date, Seller shall pay damages to Buyer, in an amount equal to and the
Storage Contract Capacity and other applicable portions of the Agreement, including the Storage Contract Capacity table in the Cover Sheet, shall be adjusted accordingly.

5. Commercial Operation Conditions: For purposes of the COD Certificate required under Section 2.2(a), the Licensed Professional Engineer shall certify that the following conditions are satisfied with respect to the Facility:
a. The Facility is fully operational, reliable and interconnected, fully integrated and synchronized with the Transmission System.
b. Seller has installed the equipment for the Facility with a nameplate capacity of no less than ninety-five percent (95%) of the Storage Contract Capacity. c. Seller has commissioned all equipment in accordance with its respective manufacturer’s specifications.
d. Seller has demonstrated functionality of the Facility’s communication systems and automatic generation control (AGC) interface to operate the Facility as necessary to respond and follow instructions, including an electronic signal conveying real time and intra-day instructions, directed by the Buyer in accordance with the Agreement and/or the CAISO.
e. The Facility is fully capable of charging, storing and discharging energy and receiving instructions to charge, store and discharge Energy, all within the operational constraints and subject to the applicable operating procedures. f. Authorization was received from the CAISO and the Participating Transmission Owner to operate the Facility in parallel with the Transmission System. g. The Transmission Provider has provided documentation supporting Commercial Operation.
h. The CAISO has provided notification supporting Commercial Operation, in accordance with the CAISO Tariff.

Attachment Staff Report Item 13D
Exhibit C-1

EXHIBIT C

SELLER ATTESTATION
Attachment Staff Report Item 13D
Exhibit D-1

EXHIBIT D

NOTICES
Sentinel Energy Center, LLC Ava Community Energy Authority All Notices: All Notices:
1999 Harrison Street, Suite 2300
Oakland, CA 94612
Attn: Power Resources
Email: [email protected]
Reference Numbers: Reference Numbers:

0 Invoices:

Invoices & Payments:

Attn: Jason Bartlett, Senior Finance Manager
Phone: (510) 650-7584
Email: [email protected]
Scheduling:

Scheduling:

Attn: NCPA c/o Mojtaba Khanabadi, Manager,
Portfolio and Pool Administration
Phone: (916) 781-4290
Email: [email protected]
Confirmations: Confirmations:

Attn: Power Resources
Phone: (510) 361-6247
Email: [email protected]
Payments: Settlements:

Attn: Power Resources
Email: [email protected];
[email protected]
Attachment Staff Report Item 13D
Exhibit D-2
Wire Transfer: Wire Transfer:

Credit and Collections: Credit and Collections:

Attn: Rusty Mills, Chief Financial Officer
Phone: (916) 337-9704
Email: [email protected];
[email protected];
[email protected]
With additional Notices of an Event of
Default or Potential Event of Default to:

With additional Notices of an Event of
Default or Potential Event of Default to:

Attn: Power Resources
1999 Harrison Street, Suite 2300
Oakland, CA 94612
Phone: (510) 361-6247
Email: [email protected];
[email protected]
With an additional copy to:

Hall Energy Law PC
Attn: Stephen Hall
Email: [email protected]
Attachment Staff Report Item 13D
Exhibit E-1

EXHIBIT E

RESERVED
Attachment Staff Report Item 13D
Exhibit F-1

EXHIBIT F
FORM OF COMMERCIAL OPERATION DATE CERTIFICATE11
This certification (“Certification”) of Commercial Operation is delivered by [LICENSED PROFESSIONAL ENGINEER] (“Engineer”) to Ava Community Energy Authority (“Buyer”) in accordance with the terms of that certain Confirmation- Resource Adequacy Cover Sheet (Sentinel - BESS Resource) dated ____________ by and between Sentinel Energy Center, LLC (“Seller”) and Buyer (“Agreement”). All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

As of [DATE], Engineer hereby certifies and represents to Buyer the following:

1. The Facility is fully operational, reliable and interconnected, fully integrated and synchronized with the Transmission System.

2. The equipment for the Facility has been installed with a nameplate capacity of no less than of the Storage Contract Capacity.

3. All equipment has been commissioned in accordance with its respective manufacturer’s specifications.

4. The functionality of the Facility’ communication systems and automatic generation control (AGC) interface to operate the Facility as necessary to respond and follow instructions, including an electronic signal conveying real time and intra-day instructions, directed by the Buyer in accordance with the Agreement and/or the CAISO has been demonstrated.

5. The Facility is fully capable of charging, storing and discharging energy up to no less than of the Storage Contract Capacity.

6. Authorization to parallel the Facility with the Transmission System was obtained from the Participating Transmission Owner and the CAISO.

7. The Transmission Provider has granted any necessary approvals for Commercial Operation.

8. The CAISO has provided notification supporting Commercial Operation, in accordance with the CAISO Tariff.

EXECUTED by [LICENSED PROFESSIONAL ENGINEER]
this _____ day of ________, 2,0__.
[LICENSED PROFESSIONAL ENGINEER]
By:
11 Under technical review by SEC.

Attachment Staff Report Item 13D
Exhibit F-2
Printed Name:

Title:

Attachment Staff Report Item 13D
Exhibit G-1

EXHIBIT G

FORM OF INSTALLED CAPACITY CERTIFICATE
This certification (“Certification”) of Installed Capacity is delivered by [LICENSED PROFESSIONAL ENGINEER] (“Engineer”) to Ava Community Energy Authority, a California joint powers authority (“Buyer”) in accordance with the terms of that certain Confirmation-Resource Adequacy Cover Sheet (Sentinel- BESS Resource) dated [ ] by and between Sentinel Energy Center, LLC (“Seller”) and Buyer (“Agreement”). All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

I hereby certify the following:

The Storage Capacity Test demonstrated a maximum dependable operating capability that can be sustained for four (4) hours to discharge electric energy of ___ MW AC to the Delivery Point for the Facility (the “Installed Capacity”).

EXECUTED by [LICENSED PROFESSIONAL ENGINEER]
this _____ day of ________, 2,0__.
[LICENSED PROFESSIONAL ENGINEER]
By:

Printed Name:

Title:

Attachment Staff Report Item 13D
Ava Draft
2 September 2026

CONFIRMATION

FINANCIAL SETTLEMENT

COVER SHEET
(BESS Resource)1
This Confirmation Financial Settlement Cover Sheet (“Confirmation”) is entered into between Ava Community Energy Authority, a California joint powers authority (“Buyer”) and Sentinel Energy Center, LLC, a Delaware limited liability company (“Seller”), each individually a “Party” and together the “Parties,” dated as of ___________ (“Effective Date”) and governs the terms for a financial settlement based on the value of the Energy Settlement Quantity, without any obligation for the physical delivery of Energy to Buyer. This Transaction is governed by, constitutes part of, and is subject to the terms and provisions of that certain Edison Electric Institute Master Power Purchase and Sale Agreement dated _________, by and between the Parties, as amended from time to time (the “Master Agreement”). The Master Agreement and this Confirmation, including any appendices, exhibits or amendments thereto, shall collectively be referred to herein as the “Agreement” and shall constitute a single agreement between the Parties with respect to the Transaction.

Calculation Agent: Seller
Energy Settlement Quantity: 50 MW
Contract Price:

Settlement Point:

Settlement Term: Ten (10) Contract Years commencing on the Start Date.

Payment Security: By this reference, Exhibit C of the Master Agreement is applicable to this Transaction in the amounts set forth below.
1 2
Attachment Staff Report Item 13E
2 Seller Payment Security:3
Development Security:

Performance Security:

Buyer Payment Security: N/A
Schedule P: The terms and conditions of Schedule P to the Master Agreement are not applicable to this Transaction.

Cross-Defaults and Termination: N/A
3 .

Attachment Staff Report Item 13E
i

TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS.....................................................................................................1

1.1 Contract Definitions ..................................................................................................1 ARTICLE 2 TERM...................................................................................................................2

2.1 Contract Term ...........................................................................................................2 ARTICLE 3 [RESERVED].......................................................................................................3 ARTICLE 4 ENERGY SETTLEMENT ..................................................................................3

4.1 Financially Settled Energy.........................................................................................3

4.2 Dodd-Frank Compliance............................................................................................3 ARTICLE 5 INVOICING AND PAYMENT; CREDIT..........................................................4

5.1 Statements and Invoicing...........................................................................................4

5.2 Payments...................................................................................................................4

5.3 Invoice Adjustments..................................................................................................4

5.4 Performance Security.................................................................................................5 ARTICLE 6 FORCE MAJEURE.............................................................................................5

6.1 Definition ..................................................................................................................5

6.2 Termination Following Force Majeure Event.............................................................6

6.3 Notice for Force Majeure...........................................................................................6 Exhibits:

Exhibit A Notices
Attachment Staff Report Item 13E
1 ARTICLE 1

DEFINITIONS

1.1 Contract Definitions. By this reference, the definitions set forth in Exhibit D of the Master Agreement (Hybrid Tolling Agreement Supplemental Definitions) are hereby incorporated into this Confirmation. In addition, the following terms, when used herein with initial capitalization, shall have the meanings set forth below. In the event of a conflict between the Hybrid Tolling Agreement Supplemental Definitions and the defined terms herein, the defined terms in this Confirmation shall govern.
“Bottom 4 Day-Ahead Price” means the
“Charging Cost” means the sum of
“Clearing Price” means the
“Commercial Operation Date” has the meaning set forth in that certain Confirmation Resource Adequacy (Sentinel BESS Resource) between the Parties dated as of the Effective Date. “Contract Term” has the meaning set forth in Section 2.1(a). “Contract Price” has the meaning set forth on the Cover Sheet. “Cross-collateralized Transactions” means (a) this Transaction, (b) that certain Transaction pursuant to that certain Confirmation Resource Adequacy (Sentinel BESS Resource) between the Parties dated as of the Effective Date, (c) that certain Transaction pursuant to that certain Confirmation Resource Adequacy (Sentinel Energy Center Thermal Resource) between the Parties dated as of the Effective Date, and (d) that certain Confirmation Resource Adequacy Option between the Parties dated as of the Effective Date. 7 “Day-Ahead Market” has the meaning set forth in the CAISO Tariff. “Discharge Revenue” means the
“Energy Settlement” has the meaning set forth in Section 4.1. “Energy Settlement Quantity” has the meaning set forth on the Cover Sheet. 7 nder the precedent transaction, the ISDA confirmation was collateralized separately from the EEI confirmations.

Attachment Staff Report Item 13E
2 “ES Payment” has the meaning set forth in Section 4.1(a). “Force Majeure Event” has the meaning set forth in Section 6.1(a). “Monthly Product Payment” has the meaning set forth in Section 4.1(b). “Monthly Settlement Amount” has the meaning set forth in Section 4.1(c). “Monthly Settlement Payment” has the meaning set forth in Section 4.1(c). “Round-Trip Efficiency Hours Price” means the
“Seller” has the meaning set forth on the Cover Sheet.
“Settlement Period” has the meaning set forth in the CAISO Tariff. “Settlement Point” has the meaning set forth on the Cover Sheet. “Settlement Term” has the meaning set forth on the Cover Sheet. “Start Date” means January 1, 2030; provided, that Seller may, upon not less than ninety (90) days prior written notice to Buyer, delay the Start Date by up to six (months). “Storage Contract Capacity” has the meaning set forth on the Cover Sheet. “Top 4 Day-Ahead Price” means the
“Transaction” has the meaning set forth in the Master Agreement.

ARTICLE 2
TERM

2.1 Contract Term.
(a) The term of this Agreement shall commence on the Effective Date and shall remain in full force and effect until the conclusion of the Settlement Term, subject to any early termination provisions and any contract term extension provisions set forth herein (“Contract Term”).
(b) Applicable provisions of this Agreement shall continue in effect after termination, including early termination, to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination. The confidentiality obligations of the Parties under Section 10.11 of the Master Agreement and all indemnity and audit rights shall remain in full force and effect for five (5) years following the termination of this Agreement.

Attachment Staff Report Item 13E
3 ARTICLE 3
[RESERVED]
ARTICLE 4

ENERGY SETTLEMENT

4.1 Financially Settled Energy. Subject to the terms and conditions of this Agreement, during the Settlement Term, Seller shall calculate, on a monthly basis, financial settlements with respect to the Energy Contract Quantity during each Settlement Period (the “Energy Settlement”) as follows:
(a) For each Day during Settlement Term, an amount equal to (b) For each month during the Settlement Term, Buyer shall pay to Seller an amount equal to
(c) For each month during the Settlement Term, Seller shall calculate an amount (the “Monthly Settlement Amount”) equal to

4.2 Dodd-Frank Compliance.
8 (a) Delegation of Reporting Party. Pursuant to CFTC Regulation 45.8(d)(2), to the extent permitted by the CFTC Regulations, Seller shall be the “reporting counterparty” for purposes of this Agreement and reporting the Energy Settlement. Buyer shall notify Seller if Buyer becomes obligated to be the reporting counterparty under CEC Regulation Part 45. (b) Representations. Each Party hereby represents and warrants to the other as of the Effective Date that (i) it is not a “financial entity” within the meaning of the Commodity Exchange Act, (ii) it is entering into this Agreement to hedge or mitigate its own commercial risk pursuant to CFTC regulations, and (iii) it is not entering into this Agreement for investment or speculative purposes.
(c) Cooperation. Each Party will provide to the other Party any information reasonably requested by such other Party to enable such other Party to comply with CFTC Regulations in connection with the Energy Settlement.
(d) Permitted Disclosure. Notwithstanding anything contained in Article 10 of the Master Agreement to the contrary, Buyer and Seller hereby acknowledge and agree that the Parties shall be entitled, each at its own expense, to report and disclose information concerning 8 Attachment Staff Report Item 13E
4 any or all transactions under this Agreement (including information regarding the economic terms and valuations of such transactions) to any applicable Governmental Authority (or a third party repository as required by a Governmental Authority), from time to time, as may be required by Laws or as such Party may determine, in its reasonable discretion, to be necessary or advisable for it to comply with Laws. Additionally, to the extent either Party needs additional information or details from the other Party in order to comply with any such Laws (including information concerning such other Party’s organization, corporate status, status under the CFTC’s regulations and/or unique entity identifier), such other Party shall promptly provide such additional information or details to the first Party upon request therefor. (e) No Event of Default. Notwithstanding any provision of this Agreement to the contrary, each Party agrees that an Event of Default, termination event or similar event shall not occur under this Agreement or any other contract between the Parties solely on the basis of a breach of any covenant or agreement in Sections 4.2(a-b) so long as the Parties maintain compliance with applicable Law; provided, however, that, without limiting any duty to mitigate, nothing in this Section 4.2(e) shall prejudice any other right or remedy of a Party at law or under this Agreement or any other contract in respect of any misrepresentation or breach hereunder or thereunder.

ARTICLE 5
INVOICING AND PAYMENT; CREDIT

5.1 Statements and Invoicing. Commencing in the first month of the Settlement Term, Seller shall deliver an invoice to Buyer on or before the tenth (10th) day of each month. Each invoice shall be in a format reasonably acceptable to Buyer, covering the Product for the preceding month determined in accordance with the applicable provisions of this Agreement. The invoice shall be delivered by electronic mail in accordance with Exhibit A.

5.2 Payments. Each month in which Seller submits an invoice to Buyer, the Party owing the Monthly Settlement Payment shall make such payment (and any other amounts due and owing pursuant to this Agreement) to the other Party, by wire transfer or ACH payment to the bank account provided by such Party. Any Party owing an amount to the other Party shall pay the undisputed amounts by the later of (a) ten (10) Business Days after such Party’s receipt of the invoice from the other Party, and (b) the last day of the month after the month for which such invoice was rendered; provided, if such due date falls on a weekend or legal holiday, such due date shall be the next Business Day. Payments made after the due date will be considered late and will bear interest on the unpaid balance. If the amount due is not paid on or before the due date or if any other payment that is due and owing from one Party to another is not paid on or before its applicable due date, a late payment charge shall be applied to the unpaid balance and shall be added to the next billing statement. Such late payment charge shall be calculated based on the Interest Rate. If the due date occurs on a day that is not a Business Day, the late payment charge shall begin to accrue on the next succeeding Business Day.

5.3 Invoice Adjustments. Invoice adjustments shall be made if (a) there have been good faith inaccuracies in invoicing or payment that are not otherwise disputed, (b) an adjustment to an amount previously invoiced or paid is required due to a correction of data by the CAISO. If the required adjustment is in favor of Buyer, Buyer’s next monthly payment shall be credited in Attachment Staff Report Item 13E
5 an amount equal to the adjustment. If the required adjustment is in favor of Seller, Seller shall add the adjustment amount to Buyer’s next monthly invoice. Adjustments in favor of either Buyer or Seller shall bear interest at the Interest Rate, until settled in full, accruing from the date on which the adjusted amount should have been due. Unless otherwise agreed by the Parties, no adjustment of invoices shall be permitted after twelve (12) months from the date of the invoice.

5.4 Performance Security.

ARTICLE 6
FORCE MAJEURE9

6.1 Definition.
(a) “Force Majeure Event” means any act or event that delays or prevents a Party from timely performing all or a portion of its obligations under this Agreement or from complying with all or a portion of the conditions under this Agreement if such act or event, despite the exercise of reasonable efforts, cannot be avoided by and is beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance, or noncompliance. (b) Without limiting the generality of the foregoing, so long as the following events, despite the exercise of reasonable efforts, cannot be avoided by, and are beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance or noncompliance, a Force Majeure Event may include an act of God or the elements, such as flooding, lightning, hurricanes, tornadoes, or ice storms; explosion; fire; volcanic eruption; flood; landslide; mudslide; sabotage; terrorism; earthquake; or other cataclysmic events; an act of public enemy; war; blockade; civil insurrection; riot; civil disturbance; epidemic; pandemic; or strikes or other labor difficulties caused or suffered by a Party or any third party except as set forth below. (c) Notwithstanding the foregoing, the term “Force Majeure Event” does not include (i) economic conditions that render a Party’s performance of this Agreement unprofitable or otherwise uneconomic (including an increase in component costs for any reason, including foreign or domestic tariffs, or Buyer or Seller’s ability to enter into a financial settlement at a more favorable price than under this Agreement); (ii) the inability of a Party to make payments when 9 Attachment Staff Report Item 13E
6 due under this Agreement, unless the cause of such inability is an event that would otherwise constitute a Force Majeure Event as described above.

6.2 Termination Following Force Majeure Event. If a Force Majeure Event has occurred after the Commercial Operation Date that has caused either Party to be wholly or partially unable to perform its obligations hereunder, and the impacted Party has claimed and received relief from performance of its obligations for a consecutive twelve (12) month period, then the non-claiming Party may terminate this Agreement upon written notice to the other Party. Upon any such termination, neither Party shall have any liability to the other Party, save and except for those obligations specified in Section 2.1(b). Notwithstanding the foregoing, the occurrence and continuation of a Force Majeure Event shall not suspend or excuse the obligation of a Party to make any payments due hereunder.

6.3 Notice for Force Majeure. Within two (2) Business Days of the Party becoming aware that a Force Majeure Event will impact the Party’s performance under this Agreement, the claiming Party shall provide the other Party with oral notice of the Force Majeure Event, and within two (2) weeks thereafter the claiming Party shall provide the other Party with notice in the form of a letter describing in detail the occurrence giving rise to the Force Majeure Event, including the nature, cause, estimated date of commencement thereof, and the anticipated extent of any delay or interruption in performance. Failure to provide timely notice shall not constitute a waiver of the Force Majeure Event, but the relief granted shall be based on the date notice is provided rather than the date of the Force Majeure Event. Upon written request from Buyer, Seller shall provide documentation demonstrating to Buyer’s reasonable satisfaction that each day of the claimed delay was the result of a Force Majeure Event and did not result from Seller’s actions or failure to exercise due diligence or take reasonable actions. The claiming Party shall promptly notify the other Party in writing of the cessation or termination of such Force Majeure Event, all as known or estimated in good faith by the affected Party. The suspension of performance due to a claim of a Force Majeure Event must be of no greater scope and of no longer duration than is required by the Force Majeure Event.
[Signatures on following page]
Attachment Staff Report Item 13E
7 IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.

AVA COMMUNITY ENERGY AUTHORITY,
a California joint powers authority

SENTINEL ENERGY CENTER, LLC,
a Delaware limited liability company
By: By:

Name: Name:

Title:

Approved as to form:

Title:

Attachment Staff Report Item 13E
Exhibit A-1

EXHIBIT A

NOTICES
Sentinel Energy Center, LLC Ava Community Energy Authority All Notices: All Notices:
1999 Harrison Street, Suite 2300
Oakland, CA 94612
Attn: Power Resources
Email: [email protected]
Reference Numbers: Reference Numbers:

Invoices:

Invoices & Payments:

Attn: Jason Bartlett, Senior Finance Manager
Phone: (510) 650-7584
Email: [email protected]
Scheduling:

Scheduling:

Attn: NCPA c/o Mojtaba Khanabadi, Manager,
Portfolio and Pool Administration
Phone: (916) 781-4290
Email: [email protected]
Confirmations: Confirmations:

Attn: Power Resources
Phone: (510) 361-6247
Email: [email protected]
Payments: Settlements:

Attn: Power Resources
Email: [email protected];
[email protected]
Attachment Staff Report Item 13E
Exhibit A-2
Wire Transfer: Wire Transfer:

Credit and Collections: Credit and Collections:

Attn: Rusty Mills, Chief Financial Officer
Phone: (916) 337-9704
Email: [email protected];
[email protected];
[email protected]
With additional Notices of an Event of
Default or Potential Event of Default to:

Additional notices of an Event of Default to:

With additional Notices of an Event of
Default or Potential Event of Default to:

Attn: Power Resources
1999 Harrison Street, Suite 2300
Oakland, CA 94612
Phone: (510) 361-6247
Email: [email protected];
[email protected]
With an additional copy to:

Hall Energy Law PC
Attn: Stephen Hall
Email: [email protected]
Attachment Staff Report Item 13E
Ava Draft
10 August 2026
1 CONFIRMATION

RESOURCE ADEQUACY OPTION
This Confirmation Resource Adequacy Option is entered into between Ava Community Energy Authority, a California joint powers authority (“Buyer”) and Sentinel Energy Center, LLC, a Delaware limited liability company (“Seller”), each individually a “Party” and together the “Parties,” dated as of __________ (“Effective Date”) by which Seller agrees to sell and deliver, and Buyer agrees to purchase and receive, the Product. This Transaction is governed by, constitutes part of, and is subject to the terms and provisions of that certain Edison Electric Institute Master Power Purchase and Sale Agreement dated ___________ by and between the Parties, as amended from time to time (the “Master Agreement”). The Master Agreement and this Confirmation, including any appendices, exhibits or amendments thereto, shall collectively be referred to herein as the “Agreement” and shall constitute a single agreement between the Parties with respect to the Transaction. Capitalized terms not otherwise defined in this Confirmation or the Master Agreement are defined in the Tariff.

ARTICLE 1

TRANSACTION TERMS
Product, Delivery Period, Contract Quantity, Contract Quantity Availability Hours, Contract Price, and other specifics of the Product are in Exhibit B. Exhibits A, B, C, and D are incorporated into this Confirmation.
☒ Firm RA Product:

Subject to Section 2.1(a), Seller shall provide Buyer with the Product from any one or more of the Units selected by Seller in the amount of the Contract Quantity. If a Unit is not available to provide the full amount of the Contract Quantity for any reason, then Seller shall have the right to supply Alternate Capacity pursuant to Section 2.2 to fulfill the remainder of the Contract Quantity during such period. Subject to Section 2.1(a) , if Seller fails to provide Buyer with the Contract Quantity and has failed to supply Alternate Capacity to fulfill the remainder of the Contract Quantity during such period, then Seller shall be liable for damages and/or for penalties or fines actually incurred by Buyer pursuant to the terms of Section 2.3.

ARTICLE 2

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Sale and Delivery of Product
(a) The Parties’ obligations to deliver and/or receive Product hereunder are subject to (i) Buyer’s payment of the Premium Amount and (ii) delivery of the applicable Exercise Notice to Seller by the applicable Exercise Deadline. Each Exercise Notice shall be irrevocable upon delivery and shall constitute a firm and binding obligation of Buyer to purchase, and Seller to provide, the full Contract Quantity for each Showing Month set forth in Exhibit B for the calendar year to which such Exercise Notice relates.

Attachment Staff Report Item 13F
Ava Draft
10 August 2026
2 (b) Following Buyer’s delivery of an Exercise Notice, Seller shall sell and deliver to Buyer, and Buyer shall purchase and receive from Seller, the Contract Quantity of Product for the applicable Showing Month. Seller’s obligation to deliver the Contract Quantity is firm and shall not be excused for any reason other than Force Majeure. Upon Buyer’s delivery of an Exercise Notice, Seller shall reserve sufficient Capacity Attributes to satisfy the Contract Quantity and shall not sell, assign, transfer, encumber, reserve, or otherwise commit any portion of such Contract Quantity or the associated Capacity Attributes to any third party. Seller acknowledges that, upon delivery of an Exercise Notice, the Contract Quantity shall be deemed exclusively dedicated to Buyer for the applicable Showing Month, and Seller shall bear all risk and responsibility for ensuring that sufficient Capacity Attributes remain available to satisfy such Contract Quantity, including through the provision of Alternate Capacity pursuant to Section 2.2, and Seller’s obligation to provide the Contract Quantity shall not be reduced by any subsequent decrease in the Net Qualifying Capacity, Effective Flexible Capacity, Slice of Day qualification, or other qualifying capacity metric of a Shown Unit, except as expressly provided in Section 5.4(b).
(c) Seller shall deliver the Contract Quantity by submitting, or causing to be submitted, to CAISO the Supply Plans for the Shown Unit(s), identifying in each case the Shown Unit(s) and the characteristics of the Shown Unit(s) and Product for the relevant period, as further specified in Exhibit B, all in compliance with this Confirmation.
(d) Seller shall cause all Supply Plans for the Shown Unit(s) to meet and be filed in conformance with the requirements of the CPUC and the Tariff. Seller shall submit, or cause the Shown Unit’s SC to submit, (i) monthly Supply Plans for such Shown Unit(s) and (ii) annual Supply Plans for such Shown Unit(s) if the Effective Date is prior to the year-ahead Compliance Showing Deadline applicable for the Showing Months specified in Exhibit B for such Shown Unit(s), in accordance with the Tariff and CPUC requirements and no later than the initial Compliance Showing Deadline for such Showing Month, identifying and confirming the transfer of the Contract Quantity of Product to Buyer for each Showing Month. The total amount of Product identified and confirmed for such Showing Month, including a request for Hold-Back Capacity pursuant to Section 2.5, shall equal the Contract Quantity. (e) Seller shall, and shall cause the Shown Unit’s SC to, offer and bid the Product into all applicable CAISO markets in accordance with applicable Resource Adequacy Requirements, including the zero-dollar bidding requirements of CPUC D.05-10- 042 for Reliability Capacity products. Seller shall, and shall cause the Shown Unit’s SC to, take such actions as are necessary to ensure the allocation of revenues to Buyer in accordance with Section 3.2(b), including making any elections, designations, submissions, certifications, or other requests available under the Tariff or applicable market rules.
(f) In no event shall a Shown Unit utilize coal or coal materials as a source of fuel. A Shown Unit must be a specific resource that is connected directly to the CAISO Attachment Staff Report Item 13F
Ava Draft
10 August 2026
3 controlled grid or be under the operational control of CAISO. A Shown Unit may not be an unspecified import.
(g) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Contract Quantity for the Shown Unit(s) in any Showing Month, the Parties shall confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month. (h) The Product is delivered and received when the CIRA Tool shows that the Supply Plan for any Shown Units submitted in compliance with this Confirmation, including Buyer’s instructions to withhold all or part of the Contract Quantity from the Supply Plan for such Units for any Showing Month during the Delivery Period, has been accepted for the Product from the Shown Unit(s) by CAISO. Seller has failed to deliver the Product if (i) Buyer has timely elected to submit the Product from the Shown Unit(s) in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the CIRA Tool as a result of Seller’s failure to perform its obligations in Section 2.1 or (ii) Seller fails to submit the volume of Contract Quantity for any Showing Month in such amount as timely instructed in writing by Buyer for the applicable Showing Month. Seller will not have failed to deliver the Contract Quantity if Buyer fails or chooses not to timely submit the Shown Unit(s) and the Product in its Resource Adequacy Plan with the CPUC or CAISO. (i) Hold-Back Capacity, if any, is deemed Contract Quantity delivered, unless utilized under Section 2.5 as Substitute Capacity, then Contract Quantity is delivered according to the timeline requirements therein.
(j) The Shown Unit(s) must not have characteristics that would trigger the need for Buyer or Seller to file an advice letter or other request for authorization with the CPUC or for Buyer to make a compliance filing pursuant to California Public Utilities Code Section 380.
(k) If Buyer fails to pay any Premium Amount when due, Seller shall provide written notice thereof to Buyer. If such failure continues for five (5) Business Days following receipt of such notice, then (i) any Option Year for which the applicable Exercise Deadline has not yet occurred shall automatically terminate and be of no further force or effect and (ii) Seller shall have no further obligation to keep available the Product or Contract Quantity that would have been deliverable pursuant to such Option Year. For the avoidance of doubt, (i) the foregoing shall not affect Buyer’s rights with respect to any Option Year that has been validly exercised prior to such termination, (ii) Seller shall continue to perform its obligations with respect to any exercised Option Year in accordance with this Confirmation, (iii) Buyer shall remain obligated to pay any Premium Amounts that accrued prior to such termination, and (iv) such termination shall apply solely to this Confirmation and shall not constitute a termination, Event of Default, or other Attachment Staff Report Item 13F
Ava Draft
10 August 2026
4 impairment of either Party’s rights or obligations under the Master Agreement or any other transaction thereunder.

2.2 Provision of Alternate Capacity
If Seller is unable to provide the full Contract Quantity for a Showing Month for any reason, then Seller may elect, at no cost to Buyer, provide Buyer with replacement Product from one or more Replacement Units in an amount such that the total amount of Product provided to Buyer from the Unit(s) and any Replacement Unit(s) for each Showing Month is not more than the Contract Quantity, provided that in each case:
(a) Seller shall notify Buyer in writing of its intent to provide Alternate Capacity and shall identify the proposed Replacement Units from which such Alternate Capacity shall be provided no later than the Notification Deadline for Buyer’s Compliance Showings related to such Showing Month;
(b) The proposed Replacement Units shall (i) be accepted by the CAISO, (ii) shall provide Product that is no less valuable to Buyer than the Product originally required to be delivered, taking into account Resource Adequacy Requirements, Local RAR Attributes, Flexible Capacity attributes, Slice of Day Requirements, Capacity Area, deliverability characteristics, and all other Capacity Attributes associated with the original Unit, and (iii) otherwise satisfy the requirements of this Confirmation;
(c) Seller shall, or shall cause the Unit’s SC to, submit a Supply Plan that includes the Replacement Units for each applicable Showing Month and, if applicable, annual filing, no later than the Compliance Showing Deadline for Buyer’s Compliance Showings; and
(d) If Seller does not comply with the requirements of Subsections 2.2(a), (b) and (c) for the applicable Showing Month and, if applicable, annual filing, then any such Replacement Units shall not be deemed a Replacement Unit for purposes of this Confirmation for that Showing Month and Seller shall not receive payment for such Product.

Subject to the satisfaction of the conditions contained in Sections 2.2(a), (b) and (c), once Seller has identified in writing any Replacement Units that meet the requirements of this Section 2.2, then any such Replacement Units shall be deemed a Unit for purposes of this Confirmation for that Showing Month. Notwithstanding any provision to the contrary herein, Seller shall provide Alternate Capacity sufficient to ensure delivery of the Contract Quantity in full for each Showing Month, and Alternate Capacity shall not be optional, except to the extent excused by Force Majeure.

2.3 Buyer’s Remedies for Seller’s Failure to Deliver Contract Quantity (a) If Seller fails to deliver any part of the Contract Quantity as required herein for any Showing Month, Seller shall be liable for damages pursuant to Section 4.1 of the Master Agreement except to the extent such delivery failure is excused by Force Attachment Staff Report Item 13F
Ava Draft
10 August 2026
5 Majeure. In addition, if Seller is unable to deliver any portion of the Contract Quantity for any reason, including due to Force Majeure, Seller shall promptly (but in no event later than ten (10) Business Days thereafter) refund to Buyer the portion of the Premium Amount allocable to such undelivered portion. (b) Seller shall reimburse Buyer from any penalties, fines or costs, including Environmental Costs, actually incurred by Buyer to the CPUC, CAISO or other Governmental Body to the extent resulting from Seller’s failure to deliver the Product or a Shown Unit’s SC’s failure to timely or accurately submit Supply Plans for any Shown Units in accordance with the Tariff and this Confirmation, except to the extent such delivery failure is excused by Force Majeure. The Parties shall use commercially reasonable efforts to minimize such penalties, fines or costs; provided, that in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines or costs.

2.4 Buyer’s Re-Sale of Product
(a) Buyer may re-sell all (but not less than all) of the Product to a single permitted Subsequent Buyer; provided that any such re-sale must not increase Seller’s obligations hereunder other than as expressly set forth in this Section 2.4(a) and Seller shall have no obligations to any party other than Seller, including (without limitation) to such Subsequent Buyer. For any such a resale to a permitted Subsequent Buyer and provided such information is timely provided to Seller, the Resource Adequacy Plan of Buyer as used herein will refer to the Resource Adequacy Plan of such Subsequent Buyer. Seller shall, or shall cause the Shown Unit’s SC, to follow Buyer’s timely instructions with respect to providing such resold Product to such Subsequent Buyer, to the extent such instructions are timely and consistent with Seller’s obligations under this Confirmation. Seller shall, and shall cause the Shown Unit’s SC, to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Buyer to use such resold Product in a manner consistent with Buyer’s rights under this Confirmation; provided, that for the avoidance of doubt, where Buyer resells the Product, Buyer shall retain all revenues allocated to it under Section 3.2(b) unless otherwise expressly agreed in such resale. If Buyer incurs any liability to a Subsequent Buyer due to the failure of Seller or the Shown Unit’s SC to comply with this Confirmation, Seller will be only liable to Buyer for the amounts Seller would have owed Buyer under this Confirmation if Buyer had not resold the Product and Buyer shall be solely responsible for any liabilities to any Subsequent Buyer.
(b) Buyer shall promptly notify Seller in writing of any resale of Product and the Subsequent Buyer (but in any event not later than two (2) Business Days before the Compliance Showing Deadline for each Showing Month for which Buyer has resold the Product).

Attachment Staff Report Item 13F
Ava Draft
10 August 2026
6 (c) If CAISO or CPUC develops a centralized capacity market, Buyer will have exclusive rights as between Buyer and Seller to offer, bid, or otherwise submit, or if necessary to direct the Seller or the Unit’s SC to offer, bid, or otherwise submit the Contract Quantity of Product for each Showing Month for re-sale into such market, and Seller shall comply (and direct the Unit’s SC to comply) with Buyer’s timely and otherwise reasonable directions with respect to same and Buyer shall retain and receive all revenues or losses from such re-sale. (d) As between Buyer and Seller, Buyer shall have the exclusive right to direct the Seller or the Unit’s SC to offer, bid, or otherwise submit the Contract Quantity into the CAISO Competitive Solicitation Process (CSP) for CPM Capacity. Seller shall comply, and shall direct the Unit’s SC to comply, with Buyer’s timely and otherwise reasonable directions with respect to same and, to the extent that the CAISO designates the Contract Quantity as CPM Capacity, Buyer shall be entitled to retain and receive the CPM Capacity Payment and shall be responsible for any costs or losses resulting therefrom. Unless otherwise instructed by Buyer, (i) Seller shall not, and shall not authorize the Unit’s SC to, offer any portion of the Contract Quantity to CAISO as CPM Capacity and (ii) if CAISO designates any portion of the Contract Quantity as CPM Capacity, then Seller shall, or shall direct the Unit’s SC to, promptly notify Buyer of such designation, and if CAISO makes such a designation, Seller shall not, and shall instruct the Unit’s SC to not, accept any such designation by CAISO unless and until Buyer has agreed to accept such designation.

2.5 Hold-Back and Substitute Capacity
No later than three (3) Business Days before the Compliance Showing Deadline with respect to a particular Showing Month, Buyer may request in writing that Seller not list, or cause the Shown Unit’s SC not to list, in the Shown Unit’s Supply Plan all of the Contract Quantity for any portion of such Showing Month included in the Delivery Period (“Hold-Back Capacity”). Along with such request, Buyer shall also provide updated Unit information reflecting the requested change.

The updated Unit information shall be in the form of the Supply Plan for such Shown Unit.

Following Buyer’s request for Hold-Back Capacity, Buyer may request, in writing, that Seller make the previously requested Hold-Back Capacity available for Buyer’s use as Substitute Capacity within the respective Showing Month. Such request shall be received by Seller no later than eight (8) Business Days prior to the first day for which Buyer seeks to use such Substitute Capacity as required by the CAISO. The amount of Contract Quantity that is the subject of Buyer’s request for Hold-Back Capacity shall be
Attachment Staff Report Item 13F
Ava Draft
10 August 2026
7 ARTICLE 3

PAYMENTS

3.1 Payments
(a) As a condition precedent to Seller’s obligations hereunder, Buyer shall pay the Premium Amount to Seller in accordance with this Section 3.1(a). Commencing on January 1, 2028 and continuing through August 31, 2030, Buyer shall pay a Premium Amount of per
month. Upon Buyer’s timely delivery of an Exercise Notice for the 2030 Option Year, the Premium Amount shall be reduced to
per month beginning on the first day of the calendar month immediately following such exercise and continuing through August 31, 2030. If Buyer does not exercise the 2030 Option Year but timely delivers an Exercise Notice for the 2031 Option Year, the Premium Amount shall be reduced to per month beginning on the
first day of the calendar month immediately following such exercise and continuing through August 31, 2030. Upon Buyer’s timely delivery of Exercise Notices for both the 2030 Option Year and the 2031 Option Year, no further Premium Amounts shall be payable and the Premium Amount shall be deemed paid in full. For the avoidance of doubt, following the exercise of both Option Years, no further Premium Amounts shall be payable regardless of whether the January 1, 2028 payment commencement date has occurred. Each monthly Premium Amount shall be invoiced and paid in accordance with Article Six of the Master Agreement and shall be due on the later of (i) the first day of the applicable calendar month or (ii) ten (10) Business Days after receipt of a properly rendered invoice. (b) Buyer shall pay for the Product as provided in Article Six of the Master Agreement and this Confirmation. For each Unit, the monthly payment due from Buyer to Seller for a Showing Month (the “Monthly RA Capacity Payment”) shall be due on the later of (a) the twenty-fifth (25th) day of the applicable Showing Month or (b) the tenth (10th) day after receipt of a properly rendered invoice, and if such day is not a Business Day, then on the next Business Day. The Monthly RA Capacity Payment shall equal the product of

3.2 Allocation of Other Payments and Costs
(a) Seller is entitled to receive any revenues from, and must pay all costs charged by, CAISO or any other third party with respect to the Shown Unit(s) for (i) start-up, shutdown, and minimum load costs, (ii) ancillary services, (iii) energy sales, (iv) IR Lost Opportunity Costs, (v) flexible ramping product, and (vi) black start or reactive power services.

Attachment Staff Report Item 13F
Ava Draft
10 August 2026
8 (b) Buyer is entitled to receive and retain all revenues associated with the capacity, availability, resource adequacy, reliability, or similar attributes of the Contract Quantity of Product during the Delivery Period, including any (i) capacity or availability revenues from the Capacity Procurement Mechanism or its successor, (ii) RUC Availability Payments and all revenues associated with Reliability Capacity or any successor product, (iii) all revenues associated with Imbalance Reserves, other than IR Lost Opportunity Costs, and (iv) all other revenues, payments, credits, settlements, compensation, or other economic benefits arising from, attributable to, derived from, or awarded in respect of the capacity, availability, resource adequacy, reliability, flexibility, deliverability, resource sufficiency, or similar attributes of the Contract Quantity, including any successor, replacement, modified, redesignated, restructured, or newly created product, market construct, tariff provision, or compensation mechanism, provided that Buyer shall not be entitled to the revenues and costs described in Section 3.2(a)(i)- (vi) and 3.2(c). Seller shall promptly report receipt of any such revenues to Buyer and shall pay to Buyer, within thirty (30) days of receipt, any such amounts received by Seller or a Shown Unit’s SC, owner, or operator. Seller shall, and shall cause the Shown Unit’s SC to, implement all procedures available to it to ensure that, to the extent within the control of Seller or the Shown Unit’s SC, such revenues are directed to Buyer, including through the use of available CAISO procedures, elections, or mechanisms necessary to effectuate such allocation. Without prejudice to its other rights and remedies, Buyer may set off and recoup any such unpaid amounts against amounts owed to Seller under this Confirmation or the Master Agreement. For the avoidance of doubt, the allocation of revenues under this Section 3.2(b) applies regardless of whether such amounts are initially received by Seller, its SC, or any other entity, and regardless of how such products are characterized under the Tariff or by any Governmental Body. In the event of any overlap, inconsistency, or ambiguity between Section 3.2(a) and Section 3.2(b), the provisions of this Section 3.2(b) shall control. Availability Incentive Payments and Non-Availability Charges are governed by Section 3.2(c) and are not subject to this Section 3.2(b).
(c) Seller shall be entitled to receive and retain all Availability Incentive Payments and shall be responsible for and pay all Non-Availability Charges. (d) Both Seller and Buyer shall elect, or cause their respective SCs to elect, to apply DAME Transitional Measures for the RA Contract Quantity of Product associated with (i) the Unit, prior to the first Compliance Showing. If for any reason the DAME Transitional Measures are not applied to this Agreement, or CAISO no longer provides an allocation methodology identifying the Reliability Capacity, IR Lost Opportunity Costs, and other Imbalance Reserves revenues applicable for purposes of Section 3.2(b) of this Confirmation, then within fifteen (15) Business Days following Seller’s receipt of the CAISO Initial Settlement Statement for the applicable Showing Month, Seller shall provide such information through an attestation in the form of Exhibit D, signed by a supervisor or manager of Seller responsible for settlement of energy or capacity products. Seller shall provide updated attestations with respect to any adjustments reflected in subsequent Attachment Staff Report Item 13F
Ava Draft
10 August 2026
9 Recalculation Settlement Statements or Settlement Rerun Adjustments within fifteen (15) Business Days after receipt thereof.
(e) Any payment made pursuant to Section 3.2(b) shall be accompanied by reasonable supporting documentation sufficient to verify the calculation of such payment.

Upon reasonable request, Seller shall provide records, CAISO statements, settlement data, and other documentation reasonably necessary to verify amounts payable to Buyer under Section 3.2(b).
(f) If CAISO designates any part of the Contract Quantity as Capacity Procurement Mechanism Capacity, then Seller shall, or shall cause the Shown Unit’s SC to, within one (1) Business Day of the time Seller receives notification from CAISO, notify Buyer and not accept any such designation by CAISO unless and until Buyer has agreed to accept such designation.

ARTICLE 4

OTHER BUYER AND SELLER COVENANTS

4.1 CAISO Requirements
Seller shall schedule or cause the Shown Unit’s SC to schedule or make available to CAISO the Contract Quantity of the Product during the Delivery Period, in compliance with the Tariff, and perform all, or cause the Shown Unit’s SC, owner, or operator to perform all, obligations under applicable law and the Tariff relating to the Product delivered from the relevant Shown Unit.

Buyer is not liable for, and Seller shall be responsible for, the failure of Seller or the Shown Unit’s SC, owner, or operator to comply with the Tariff, and for any penalties, fines or costs imposed on Seller or the Shown Unit’s SC, owner, or operator for such noncompliance. Seller shall remain fully responsible for the performance of its obligations under this Confirmation notwithstanding any delegation of duties to a Scheduling Coordinator, asset manager, operator, owner, affiliate, or other third party. No act, omission, error, delay, default, or failure of any such person shall relieve Seller of any obligation or liability under this Confirmation.

4.2 Seller’s and Buyer’s Duties to Take Actions to Allow Product Utilization Throughout the Delivery Period, Buyer and Seller shall take all commercially reasonable actions within their power and execute all documents or instruments reasonably necessary, at no cost to Seller, to ensure (a) Buyer’s rights to the Contract Quantity for the sole benefit of Buyer or any permitted Subsequent Buyer and (b) that Buyer may use the Contract Quantity to meet Buyer’s Compliance Obligations. Such commercially reasonable actions shall include, without limitation, cooperating with and providing, and directing each Shown Unit’s SC, owner, or operator to cooperate with and provide, requested supporting documentation to the CAISO, the CPUC, or any other Governmental Body responsible for administering the applicable Compliance Obligations, including to demonstrate that the Contract Quantity satisfies the Slice of Day Requirements and can be delivered to the CAISO controlled grid for the minimum hours required to satisfy the Compliance Obligations, as applicable, pursuant to the “deliverability” standards established by the CAISO or other Governmental Body of competent jurisdiction.

If necessary, the Parties further agree to negotiate in good faith to amend this Confirmation to Attachment Staff Report Item 13F
Ava Draft
10 August 2026
10 conform this Transaction to subsequent clarifications, revisions, or decisions rendered by CAISO or an applicable Governmental Body to maintain the benefits of this Transaction to both Parties.

4.3 Seller’s Representations, Warranties and Covenants
Seller covenants to Buyer throughout the Delivery Period that:
(a) Seller owns or has the exclusive right to the Product sold under this Confirmation from a Shown Unit, and shall furnish Buyer, CAISO, CPUC or other Governmental Authority with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right;
(b) Seller shall comply with applicable laws relating to the Product; (c) the resource attributes and capacity capabilities associated with the Contract Quantity applicable to a Shown Unit are and shall remain bundled across the applicable Showing Month and Seller has not and will not sell separate hourly products associated with such Contract Quantity;
(d) no part of the Contract Quantity from a Shown Unit during the Delivery Period has been committed by Seller to any third party to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets; (e) the Shown Unit(s) qualify to provide the Product under the Tariff, and the Shown Unit(s) and Seller are capable of delivering the Product in accordance with this Confirmation;
(f) the aggregation of all amounts of Capacity Attributes that Seller has sold, assigned, or transferred for a Shown Unit during the Delivery Period does not exceed such Shown Unit’s Net Qualifying Capacity and, if applicable, the Effective Flexible Capacity for such Shown Unit, or the SOD NQC for such Shown Unit; (g) if applicable, Seller has notified either the Shown Unit’s SC or the entity from which Seller purchased the Product that Seller has transferred the Contract Quantity of Product for the Delivery Period to Buyer;
(h) to the extent not caused by Buyer’s breach hereof or other fault of Buyer, Buyer shall have no liability for the failure of Seller or the failure of the Unit’s SC, owner, or operator to comply with provisions of the Tariff applicable to such party, including any penalties, charges or fines imposed on Seller or the Unit’s SC, owner, or operator for such noncompliance; and
(i) Seller has notified or will notify the Shown Unit’s SC that Buyer is entitled to the revenues set forth in Section 3.2(b), and such Shown Unit’s SC is obligated to promptly deliver those revenues as directed by Seller, along with appropriate documentation supporting the amount of those revenues.

Attachment Staff Report Item 13F
Ava Draft
10 August 2026
11 ARTICLE 5
AMENDMENTS TO THE MASTER AGREEMENT; GENERAL PROVISIONS

5.1 Termination Payment
For this Transaction, the following is inserted at the end Section 5.2 of the Master Agreement:
“If Buyer is the Non-Defaulting Party and Buyer reasonably expects to incur or be liable for any penalties, fines or costs from CAISO, or any Governmental Body, because Buyer or a permitted Subsequent Buyer is not able to include the applicable Contract Quantity in a Compliance Showing due to Seller’s Event of Default, then Buyer may, in good faith, estimate the amount of those penalties, fines or costs and include the estimate in its calculation of the Settlement Amount, subject to promptly accounting to Seller when those penalties, fines or costs are finally ascertained. If this accounting establishes that Buyer’s estimate exceeds the actual amount of penalties, fines or costs, Buyer must promptly remit to Seller the excess amount with interest in accordance with Section 6.2 of the Master Agreement. The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, survive the termination of this Transaction and continue until after those penalties, fines or costs are finally ascertained.”

5.2 Confidentiality
Notwithstanding anything in the Master Agreement:
(a) Buyer may disclose information to the CAISO, the CPUC or a Governmental Body of competent jurisdiction as necessary in order to support its Compliance Showings or otherwise show it has met its Compliance Obligations; (b) Seller may disclose information as necessary to a Shown Unit’s SC or as necessary for submitting any Supply Plans or any information required by the CIRA Tool in connection with this Transaction;
(c) each Party may disclose information as necessary to CAISO or any Governmental Body or, so long as such evaluator or administrator is only allowed to use such information for the sole purpose of advising the Buyer in connection with the Buyer’s competitive solicitation process, the independent evaluator or other administrator of any competitive solicitation process of Buyer, which in turn may disclose such information as necessary to CAISO or any Governmental Body; and (d) so long as such Subsequent Buyer requires such information to meet its Compliance Obligations, Buyer may disclose information to any Subsequent Buyer as necessary for such Subsequent Buyer to benefit from the Product and meet its Compliance Obligations.

Attachment Staff Report Item 13F
Ava Draft
10 August 2026
12 5.3 Dodd-Frank Act
The Parties intend this Transaction to be a “customary commercial arrangement” as described in Section II.A.1 of Commodity Futures Trading Commission, Proposed Guidance, Certain Natural Gas and Electric Power Contracts, 81 Fed. Reg. 20583 at 20586 (Apr. 8, 2016) and a “Forward Capacity Transaction” within the meaning of Commodity Futures Trading Commission, Final Order in Response to a Petition From Certain Independent System Operators and Regional Transmission Organizations To Exempt Specified Transactions Authorized by a Tariff or Protocol Approved by the Federal Energy Regulatory Commission, 78 Fed. Reg. 19,880 (Apr. 2, 2013).

5.4 Change in Law
(a) Change in Law. If any action by the CPUC, CAISO or any Governmental Body having jurisdiction, or any change in applicable law, occurring after the Effective Date (including changes to the UCAP framework and the Slice of Day Requirements) results in (i) material changes to Buyer’s or Seller’s obligations with regard to the Products sold hereunder, (ii) has the effect of changing the transfer and sale procedure set forth in this Confirmation so that the performance of this Confirmation becomes impracticable, or (iii) changes the Resource Adequacy Requirements such that the Product can no longer be fully counted towards Buyer’s Resource Adequacy Requirements (a “Change in Law”), the Parties shall work in good faith to revise this Confirmation so that the Parties can perform their obligations regarding the purchase and sale of the Product sold hereunder in order to maintain the original intent of the Parties under this Confirmation and comply with any applicable CPUC requirements governing resource adequacy transactions of load serving entities.
(b) UCAP and Successor Capacity Methodologies. If, during the Delivery Period, the CAISO, CPUC, or other Governmental Body modifies, replaces, supplements, or supersedes the methodology used to determine the qualifying capacity of a Unit, including the modification of UCAP or any successor qualifying capacity methodology, Seller shall convey to Buyer a pro rata share of the Unit’s qualifying capacity under the applicable methodology. Seller’s delivery obligation for each Showing Month shall be the Adjusted Contract Quantity determined pursuant to the applicable methodology. For purposes of determining the Adjusted Contract Quantity, Buyer shall be entitled to the same percentage share of the Unit’s qualifying capacity under the applicable methodology as Buyer would have received based on the Contract Quantity and Unit NQC as of the Effective Date.

Seller shall not be required to (1) convey Product in excess of the capacity available from the Unit as determined under the applicable methodology or (2) modify or augment the Unit to increase its qualifying capacity, and Seller shall not be liable for damages or indemnification solely as a result of actions taken or not taken in accordance with the foregoing clauses (1) and (2); provided that nothing herein limits Seller’s liability for failure of the Unit to perform in accordance with Prudent Operating Practice or otherwise comply with this Agreement. To the extent the Adjusted Contract Quantity exceeds the applicable Contract Quantity, Seller shall make such excess quantity available to Buyer, but Buyer shall have no obligation Attachment Staff Report Item 13F
Ava Draft
10 August 2026
13 to purchase such excess quantity unless Buyer affirmatively elects to do so no later than ten (10) Business Days prior to the applicable Compliance Showing Deadline.

For the avoidance of doubt, the Contract Price shall apply to the Adjusted Contract Quantity purchased by Buyer pursuant to this Section 5.4(b).

5.5 Payment Security By this reference, Exhibit C of the Master Agreement is applicable to this Transaction in the amounts set forth below.

Seller Payment Security:

Development Security:

Performance Security:
[Signatures appear on the following page.]
1 Attachment Staff Report Item 13F
14 AGREED AS OF THE EFFECTIVE DATE:

SENTINEL ENERGY CENTER, LLC,
a Delaware limited liability company

AVA COMMUNITY ENERGY AUTHORITY,
a California joint powers authority
By: By:

Name: Name:

Title: Title:

Approved as to form:

Attachment Staff Report Item 13F
Exhibit A - 1

EXHIBIT A

DEFINED TERMS
“Adjusted Contract Quantity” means, following any adjustment pursuant to Section 5.4(b), the product of (a) the Contract Quantity divided by the Unit NQC as of the Effective Date and (b) the Unit’s qualifying capacity as determined under the applicable methodology. “Alternate Capacity” means replacement Product provided by Seller from one or more Replacement Units pursuant to Section 2.2.
“CAISO” means the California Independent System Operator Corporation or the successor organization to the functions thereof.
“Capacity Attributes” means attributes of the Shown Unit that may be counted toward Compliance Obligations, including: flexibility, dispatchability, physical location or point of electrical interconnection of the Shown Unit; Unit ability to generate at a given capacity level, provide ancillary services, or ramp up or down at a given rate; any current or future defined characteristics, certificates, tags, credits, or accounting constructs of the Shown Unit, howsoever entitled, identified from time to time by the CAISO or a Governmental Body having jurisdiction over Compliance Obligations.
“CIRA Tool” means the CAISO Customer Interface for Resource Adequacy or any subsequent platform or interface used to perform similar schedule of Resource Adequacy products in CAISO. “Compliance Obligations” means, as applicable, RAR, Local RAR, FCR and the Slice of Day Requirements.
“Compliance Showing Deadline” means, for each Showing Month, the Compliance Showing plan submission due date for such Showing Month. For illustrative purposes only, as of the Effective Date, the applicable Compliance Showing plan submission due dates are as follows: (A) forty-five (45) days prior to the Showing Month covered by the Supply Plan for the monthly Supply Plan; and (B) the last Business Day of October that is prior to commencement of the year for the annual Supply Plan, such dates may be modified by the CAISO from time to time throughout the Delivery Period.
“Compliance Showings” means the applicable LSE’s compliance with the resource adequacy requirements of the CPUC for an applicable Showing Month. “Contract Quantity Availability Hours” means the hours, in the amount set forth in Exhibit B, that will be used in Buyer’s compliance filings and which represent the hours the Shown Unit is available for production and satisfaction of the Shown Unit’s must-offer obligation. “CPUC Decisions” means any currently effective or future decisions, resolutions, or rulings related to resource adequacy.
“CPUC Filing Guide” is the document issued annually by the CPUC which sets forth the guidelines, requirements and instructions for load serving entities to demonstrate compliance with Attachment Staff Report Item 13F
Exhibit A - 2
the CPUC’s resource adequacy program, as such may be modified, amended, supplemented or updated from time to time.
“Cross-collateralized Transactions” means (a) this Transaction, (b) that certain Transaction pursuant to that certain Confirmation Financial Settlement (BESS Resource) between the Parties dated as of the Effective Date, (c) that certain Transaction pursuant to that certain Confirmation Resource Adequacy (BESS Resource) between the Parties dated as of the Effective Date, and (d) that certain Confirmation Resource Adequacy (Thermal Resource) between the Parties dated as of the Effective Date.
“DAME Transitional Measures” means the process for the allocation and settlement of overlapping capacity revenue associated with IRU, IRD, RCU, and RCD set forth in Tariff Section

11.2.6. “Delivery Period” has the meaning set forth in Exhibit B. “Effective Flexible Capacity” has the meaning given in the Tariff. “Environmental Costs” means (i) costs incurred in connection with acquiring and maintaining all environmental permits and licenses for the Product, (ii) the Product’s compliance with all applicable environmental laws, rules, and regulations, including capital costs for pollution mitigation or installation of emissions control equipment required to permit or license the Product, (iii) all operating and maintenance costs for operation of pollution mitigation or control equipment, (iv) costs of permit maintenance fees and emission fees as applicable, (v) the costs of all emission reductions that have been authorized by a local air pollution control district or emissions trading credits or units pursuant to the California Health & Safety Code, market based incentive programs such as the South Coast Air Quality Management District’s Regional Clean Air Incentives Market, authorizations to emit sulfur dioxide and oxides of nitrogen by the Environmental Protection Agency, and any costs related to greenhouse gas emissions required by any applicable environmental laws, rules, regulations, or permits to operate, and (vi) costs associated with the disposal, clean-up, decontamination or remediation, on or off site, of hazardous substances. “Exercise Deadline” means the day that is the third (3rd) Thursday of September immediately preceding the calendar year for which Buyer is electing the Contract Quantity. “Exercise Notice” means an irrevocable written notice delivered by electronic mail to the Exercise Notice contact(s) specified in Exhibit C on or before the applicable Exercise Deadline. An Exercise Notice shall be effective upon transmission, provided that the sender does not receive an automated notice of delivery failure. An Exercise Notice shall constitute Buyer’s election to purchase the full Contract Quantity for each Showing Month set forth in Exhibit B for the calendar year covered by such Exercise Notice. Each of the 2030 Option Year and the 2031 Option Year constitutes a separate Option Year under this Confirmation. Partial exercises are not permitted. If Buyer does not timely deliver an Exercise Notice, the option shall expire unexercised with respect to such calendar year. For clarity, a separate Exercise Notice shall be required for each calendar year.

Delivery of an Exercise Notice to any designated Exercise Notice email address shall constitute effective delivery regardless of whether a copy is delivered to any other designated recipient.

Attachment Staff Report Item 13F
Exhibit A - 3
“FCR” means the flexible capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, the CAISO pursuant to the Tariff, or other Governmental Body having jurisdiction over Compliance Obligations and includes any non-binding advisory showing which an LSE is required to make with respect to flexible capacity. “FCR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s FCR.
“Firm RA Product” has the meaning set forth in Article 1 herein. “Flexible Capacity Category” shall be as described in the annual CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time. “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Imbalance Reserves” means Imbalance Reserves Up (“IRU”) and Imbalance Reserves Down (“IRD”), each having the meaning set forth in the Tariff, and any successor or replacement product or construct.
“IR Lost Opportunity Costs” means the opportunity cost component of overlapping Imbalance Reserves revenue as set forth in the Tariff Section 11.2.6.3. “Local RAR” means the local resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations.
“Local RAR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s Local RAR.
“LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “MW” means megawatt.
“Net Qualifying Capacity” has the meaning given in the Tariff. “Notification Deadline” is twenty (20) Business Days before the Compliance Showing Deadline. “Option Year” means each of the 203 Option Year and the 2031 Option Year.

Attachment Staff Report Item 13F
Exhibit A - 4
“Premium Amount” means the monthly option premium pursuant to Section 3.1(a). “Product” means RAR Attributes, Local RAR Attributes and/or FCR Attributes, each for the Delivery Period, Unit, Contract Quantity, Contract Price and/or any other specifications as specified and contained in Exhibit B.
“Prorated Percentage of Unit Factor” means the percentage, as specified in Exhibit B, of the Unit NQC as of the Effective Date that is dedicated to Buyer under this Transaction. “Prorated Percentage of Unit Flexible Factor” means the percentage, as specified in Exhibit B, of the Unit EFC as of the Effective Date that is dedicated to Buyer under this Transaction. “Prudent Operating Practice” means (a) the applicable practices, methods and acts required by or consistent with applicable laws and reliability criteria, and otherwise engaged in or approved by a significant portion of the electric power industry during the relevant time period in the Western United States, or (b) any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Operating Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to acceptable practices, methods or acts generally accepted in the electric power industry in the Western United States.
“RAR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s RAR.
“Reliability Capacity” means Reliability Capacity Up (“RCU”) and Reliability Capacity Down (“RCD”), each having the meaning set forth in the Tariff, and any successor or replacement product or construct.
“Replacement Unit” means a generating unit having the same capacity attributes as the Unit(s) originally identified in Exhibit B hereof, including the Contract Quantity Availability Hours, RAR Attributes, and, as applicable, Local RAR Attributes, FCR Attributes, and Flexible Capacity Category, and otherwise meeting the requirements specified in Section 2.2 hereof. A Replacement Unit shall not utilize coal or coal materials as a source of fuel, must be a specific resource that is connected directly to the CAISO controlled grid, or be under the operational control of CAISO, and may not be an unspecified import.
“Resource Adequacy Availability Incentive Mechanism” has the meaning given in the Tariff. “Resource Adequacy Requirements” or “RAR” means the resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations, including the Slice of Day Requirements, but not including Local RAR or FCR. “SC” means Scheduling Coordinator as defined in the Tariff.

Attachment Staff Report Item 13F
Exhibit A - 5
“Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.
“Shown Unit” means the Unit, or any Replacement Unit meeting the requirements of Section 2.2 of this Confirmation and specified by Seller in a Supply Plan for such Unit. “Slice of Day” or “SOD” means the CPUC’s 24-hour Slice-of-Day Framework established in D.22-06-050 and D.23-04-010 and D. 24-06-004, as may be modified by the CPUC from time to time.
“Slice of Day Requirements” means the Slice of Day framework, or any successor program thereof as may be established and modified by the CPUC from time to time. “SOD NQC” means the lesser of the hourly Net Qualifying Capacity value of a Unit as determined by the CPUC pursuant to the Slice of Day Requirements as of the Effective Date and that of such Unit on a subsequent date of determination.
“Subsequent Buyer” means the buyer of Product from Buyer in a re-sale of Product by Buyer. “Substitute Capacity” means “RA Substitute Capacity” as defined in the Tariff. “Tariff” means the tariff of the California Independent System Operator Corporation, as accepted by FERC and effective from time to time, together with any Business Practice Manuals, Operating Procedures, protocols, market rules and successor documents implemented pursuant thereto. “2030 Option Year” means the option to purchase the Product for the Delivery Period from January 1, 2030, through December 31, 2030.
“2031 Option Year” means the option to purchase the Product for the Delivery Period from January 1, 2031, through December 31, 2031.
“UCAP” means unforced capacity, as determined pursuant to the applicable Resource Adequacy Requirements, as such methodology may be modified, replaced, or otherwise revised from time to time.
“Unit” means any of the generation unit(s) described in Exhibit B. “Unit EFC” means the lesser of a Unit’s Effective Flexible Capacity as set by CAISO as of the Effective Date and that of such Unit on a subsequent date of determination. “Unit NQC” means the lesser of a Unit’s Net Qualifying Capacity as set by CAISO as of the Effective Date and that of such Unit on a subsequent date of determination.

Attachment Staff Report Item 13F
Exhibit B - 1

EXHIBIT B

PRODUCT AND UNIT INFORMATION
Product:

RAR Local RAR Flexible Capacity
and all Capacity Attributes related to such Product.

Additional Product Information (fill in all that apply):

CAISO Zone:

MCC Bucket:

CPUC Local Area (if applicable): N/A
Flexible Capacity Category (if applicable): N/A
Delivery Period: Each of the following calendar-year periods, as applicable to the calendar year elected by Buyer pursuant to an Exercise Notice: (i) January 1, 2030 through December 31, 2030; (ii) January 1, 2031 through December 31, 2031.

Contract Quantity and Contract Price
Showing
Month and
Year
RAR
Contract
Quantity
(MW)
Local RAR
Contract
Quantity
(MW)
Flexible
Capacity
Contract
Quantity
(MW)
Contract
Quantity
Availability
Hours
Contract
Price
($/kW-mo.)
Jan – Dec 2030 HE 1-24
Jan – Dec 2031 HE 1-24
Attachment Staff Report Item 13F
Exhibit B - 2
Unit 13
Unit Specific Information
Resource Name
Physical Location
CAISO Resource ID
SCID of Resource
Unit NQC by month (e.g., Jan=50, Feb=65)
Unit EFC by month (e.g., Jan=30, Feb=50) N/A
Unit SOD NQC by month (e.g., Jan=50, Feb=65)
Unit SOD NQC by hour
Resource Type (e.g., gas, hydro, solar, battery, etc.)
Minimum Qualified Flexible Capacity Category (Flex 1, 2 or 3) N/A TAC Area (e.g., PG&E, SCE)
Prorated Percentage of Unit Factor
Prorated Percentage of Unit Flexible Factor N/A
Capacity Area (CAISO System, Fresno, Sierra, Kern, LA
Basin, Bay Area, Stockton, Big Creek-Ventura, NCNB, San Diego-IV or Humboldt)
CAISO System
Resource Category as defined by the CPUC (DR) (yes/no)
Nameplate Capacity for Unit/Pmax
Percentage of Nameplate Capacity/Pmax
Hours Available for Production 24/7
Availability Restrictions of Unit, if any (e.g., start and end hour, run time, etc.)
N/A
Additional information for battery and other storage
resources:

Paired resource (yes/no)
If a paired resource, does it charge exclusively from the paired resource or is grid charging allowed?
Efficiency Rate
Co-located or hybrid resource
Interconnection limit (if part of co-located or hybrid resource) Number of cycles per day
Additional information for solar and wind resources:

Part of co-located or hybrid resource (yes/no)
For calculation of correct SOD hourly QC based on exceedance values:

Region
Solar type (tracking, fixed)
3 Ava NTD: At least one Unit needs to be specified before Confirmation is executed.

Attachment Staff Report Item 13F
Exhibit B - 3
Interconnection limit (if part of co-located or hybrid
resource)

(Repeat for additional Units)
Attachment Staff Report Item 13F
Exhibit C - 1

EXHIBIT C

NOTICES
Sentinel Energy Center, LLC Ava Community Energy Authority All Notices: All Notices:
1999 Harrison Street, Suite 2300
Oakland, CA 94612
Attn: Power Resources
Email: [email protected]
Reference Numbers: Reference Numbers:

Invoices:

Invoices & Payments:

Attn: Jason Bartlett, Senior Finance Manager
Phone: (510) 650-7584
Email: [email protected]
Scheduling:

Scheduling:

Attn: NCPA c/o Mojtaba Khanabadi, Manager,
Portfolio and Pool Administration
Phone: (916) 781-4290
Email: [email protected]
Confirmations: Confirmations:

Attn: Power Resources
Phone: (510) 361-6247
Email: [email protected]
Payments: Settlements:

Attn: Power Resources
Email: [email protected];
[email protected]
Attachment Staff Report Item 13F
Exhibit C - 2
Wire Transfer: Wire Transfer:

Credit and Collections: Credit and Collections:

Attn: Rusty Mills, Chief Financial Officer
Phone: (916) 337-9704
Email: [email protected];
[email protected];
[email protected]
With additional Notices of an Event of
Default or Potential Event of Default to:

With additional Notices of an Event of
Default or Potential Event of Default to:

Attn: Power Resources
1999 Harrison Street, Suite 2300
Oakland, CA 94612
Phone: (510) 361-6247
Email: [email protected];
[email protected]
With an additional copy to:

Hall Energy Law PC
Attn: Stephen Hall
Email: [email protected]
Attachment Staff Report Item 13F
Exhibit D - 1

EXHIBIT D

SELLER ATTESTATION
Attachment Staff Report Item 13F
Ava Draft
2 September 2026

CONFIRMATION

FINANCIAL HEDGE SETTLEMENT
COVER SHEET1
This Financial Hedge Settlement Confirmation (“Confirmation”) is entered into by and between Ava Community Energy Authority, a California joint powers authority (“Party A” or “Buyer”), and Sentinel Energy Center, LLC, a Delaware limited liability company (“Party B” or “Seller”), each individually a “Party” and together the “Parties,” dated as of ________ (the “Effective Date”). This Confirmation constitutes a “Confirmation” as referred to in the 2002 ISDA Master Agreement and Schedule thereto, each dated __________, between the Parties, as amended from time to time (the “ISDA Master Agreement”), and is governed by, constitutes part of, and is subject to the terms and provisions of the ISDA Master Agreement. This Confirmation governs the terms for a financial settlement Transaction based on the value of the Hedge Contract Quantity (as set forth below), without any obligation for the physical delivery of energy or any other Product to Buyer (the “Transaction”). The ISDA Master Agreement and this Confirmation, including any appendices, exhibits or amendments thereto, shall collectively be referred to herein as the “Agreement” and shall constitute a single agreement between the Parties with respect to the Transaction.

Calculation Agent: Party B
Contract Price:

Hedge Contract Quantity: 100 MW
Settlement Point: ]
2 Settlement Term: Five (5) Contract Years commencing on January 1, 2030; provided, that Buyer shall have a one-time option, exercisable by written notice to Seller no later than twelve (12) months prior to the expiration of the initial Settlement Term, to extend the Settlement Term for one additional period of five (5) Contract Years on the same terms and conditions set forth in this Agreement.

Product: As this is a financially settled transaction, in no event shall Party B have any obligation to sell or deliver to Party A under this Transaction any product, commodity or attribute.

Performance Security:
1 Attachment Staff Report Item 13G
i

TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS.....................................................................................................1

1.1 CONTRACT DEFINITIONS ..........................................................................................1 ARTICLE 2 TERM...................................................................................................................5

2.1 CONTRACT TERM .....................................................................................................5 ARTICLE 3 PERFORMANCE SECURITY...........................................................................5

3.1 SELLER’S PERFORMANCE SECURITY ........................................................................5

3.2 USE OF FINANCIAL SECURITY...................................................................................6

3.3 LIMITED RECOURSE..................................................................................................6 ARTICLE 4 MONTHLY FINANCIAL SETTLEMENT........................................................7

4.1 MONTHLY FINANCIAL SETTLEMENT ........................................................................7

4.2 FIXED PRICE CONVERSION .......................................................................................8 ARTICLE 5 INVOICING AND PAYMENT; CREDIT..........................................................8

5.1 STATEMENTS AND INVOICING ...................................................................................8

5.2 PAYMENTS ................................................................................................................8

5.3 INVOICE ADJUSTMENTS ............................................................................................9 Exhibits:

Exhibit A Notices
Exhibit B Form of Fixed Price Notice
Exhibit C Form of Fixed Price Agreement
Exhibit D Form of Letter of Credit
Attachment Staff Report Item 13G
ARTICLE 1

DEFINITIONS

1.1 Contract Definitions. By this reference, the definitions set forth in the ISDA Master Agreement are hereby incorporated into this Confirmation. In addition, the following terms, when used herein with initial capitalization, shall have the meanings set forth below. In the event of a conflict between the ISDA Master Agreement and the defined terms herein, the defined terms in this Confirmation shall govern.
[“Cap-and-Trade Cost Exemption Credit” has the meaning set forth in the PG&E Gas Schedule G-EG (Gas Transportation Service to Electric Generation) and applicable PG&E gas tariff. Seller shall provide Buyer with thirty (30) days’ prior written notice and supporting documentation of any changes to the Cap-and-Trade Cost Exemption Credit.] “Contract Price” means .
“Contract Term” has the meaning set forth in Section 2.1 of this Confirmation. “Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issuer rating by S&P or Moody’s. If ratings by S&P and Moody’s are not equivalent, the lower rating shall apply. 4
“Day” or “Daily” means each calendar day starting at 00:00:00 and ending at 23:59:59. “Day-Ahead” has the meaning set forth in the CAISO Tariff. “Day-Ahead Market” has the meaning set forth in the CAISO Tariff. “Day-Ahead Price” means the CAISO Day-Ahead Market Locational Marginal Price in each applicable Settlement Period (including the energy, congestion, and losses components) at the Settlement Point.
“Daily Exercise Price” means
(a)
(b)
4 Attachment Staff Report Item 13G
2 “ES Payment” has the meaning set forth in Section 4.1(b) of this Confirmation. “Extension Term” means the additional five (5) Contract Year period of the Settlement Term that Buyer may elect pursuant to Section 2.1(c).
“Fixed Daily Exercise Price” means the Daily Exercise Price that has been fixed pursuant to Section 4.2 of this Confirmation.
“Fixed Price Agreement” has the meaning set forth in Exhibit C. “Fixed Price Period” has the meaning set forth in Exhibit C. “Fixed Price Hours” means the specific set of hours per Day during which the Fixed Daily Exercise Price applies, which shall be considered ON-Settlement Period hours, which shall not be less than two (2) consecutive hours over a period of not less than one (1) month and such Daily hours shall be the same for each day of the applicable month. “Fixed Price Notice” has the meaning set forth in Exhibit B. “Gas Index Price” or “GIP” means the
“Gas Transportation Charges” or “GTC” means the gas transportation charges, expressed in $/MMBtu, applicable to the Hedge Contract Quantity and reflected on the applicable SoCalGas monthly invoice for the applicable settlement month. “GHG Conversion Rate” or “GHGCR” means 0.0539 metric tons of CO2e per MMBtu. “GHG Price” or “GHGP” means the Greenhouse Gas Allowance Price.

Attachment Staff Report Item 13G
3 “Greenhouse Gas Allowance Price” [means the settlement price from the most recently completed California Air Resources Board quarterly greenhouse gas allowance auction. The Greenhouse Gas Allowance Price shall be updated following each quarterly auction and applied for the prior quarter on a retrospective basis. As of July 5, 2026, the GHGP was “Heat Rate” or “HR” means 9.50 MMBtu/MWh.
“Hedge Contract Quantity” has the meaning set forth on the Cover Sheet. “Hedge Settlement” has the meaning set forth in Section 4.1(b) of this Confirmation. “Hedge Settlement Quantity” means (i) with respect to an ON-Settlement Period, the Hedge Contract Quantity and (ii) with respect to an OFF-Settlement Period, 0 MW. “Interest Rate”
“Letter(s) of Credit” means one or more irrevocable, standby letters of credit issued by a U.S. commercial bank, or U.S. branch of a Canadian bank, with such bank having a Credit Rating of at least with an outlook designation of “stable” from S&P or with an outlook designation of “stable” from Moody’s, in a form substantially similar to the letter of credit set forth in Exhibit D.
“Locational Marginal Price” has the meaning set forth in the CAISO Tariff. “MMBtu” means millions of British thermal units.
“Monthly Product Payment” has the meaning set forth in Section 4.1(a) of this Confirmation.
“Monthly Settlement Amount” has the meaning set forth in Section 4.1(c) of this Confirmation.
“Monthly Settlement Payment” has the meaning set forth in Section 4.1(c) of this Confirmation.
“Moody’s” means Moody’s Investors Service, Inc.
“MWh” means megawatt-hour measured in alternating current, unless expressly stated in terms of direct current.
“OFF-Settlement Period” has the meaning set forth in Section 4.1(b)(i) of this Confirmation.
“ON-Settlement Period” has the meaning set forth in Section 4.1(b)(i) of this Confirmation.

Attachment Staff Report Item 13G
4 “Performance Security” means
“Pricing Period” means a period of consecutive Settlement Periods commencing with a Start-Up Hour and ending with a Shutdown Hour.
“Product” has the meaning set forth on the Cover Sheet. “S&P” means the Standard & Poor’s Financial Services, LLC (a subsidiary of The McGraw-Hill Companies, Inc.).
“Seller” has the meaning set forth on the Cover Sheet.
“Settlement Period” has the meaning set forth in the CAISO Tariff. “Settlement Point” means
“Settlement Term” has the meaning set forth on the Cover Sheet. “Shutdown Hour” means the last Settlement Period within a Pricing Period designated as an ON-Settlement Period.
“Start Charge” means
“Start Fuel Quantity” means (a) where the number of hours between a Shutdown Hour and the immediately following Start-Up Hour is less than or equal to the Start Fuel Quantity shall equal (b) where the number of hours between a Shutdown Hour and the immediately following Start-Up Hour is greater than and less than or equal to , the Start Fuel Quantity shall equal and (c) where the number of hours between a Shutdown Hour and the immediately following Start-Up Hour is greater than the Start Fuel Quantity shall equal
“Start-Up Hour” means the first ON-Settlement Period that immediately follows an OFF-Settlement Period; provided, however, that a Start-Up Hour (i) shall not be any Settlement Period that is less than two (2) hours following the immediately preceding Shutdown Hour, and (ii) must be followed by at least one (1) additional ON-Settlement Period. “Start-Up Payment” means
“Transaction” has the meaning set forth in the ISDA Master Agreement. “Variable O&M Rate” or “VOM” means the
Attachment Staff Report Item 13G
5 ARTICLE 2
TERM

2.1 Contract Term.
(a) The term of this Transaction shall commence on the Effective Date and shall remain in full force and effect until the conclusion of the Settlement Term, provided that this Confirmation shall thereafter remain in effect until the Parties have fulfilled all obligations arising under this Confirmation, including any ES Payments during the Settlement Term, subject to any early termination provisions and any contract term extension provisions set forth in this Confirmation (“Contract Term”).
(b) Applicable provisions of this Confirmation shall continue in effect after termination, including early termination, to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination. The confidentiality obligations of the Parties under Part 5(f) of the Schedule and all indemnity and audit rights shall remain in full force and effect for five (5) years following the last day of the Contract Term. (c) Buyer shall have a one-time option in its sole discretion to extend the Settlement Term for the Extension Term by delivering written notice to Seller at least six (6) months prior to the expiration of the then-current Settlement Term. Upon delivery of such notice, the Settlement Term shall automatically be extended for the Extension Term, and all terms and conditions of this Agreement shall continue in full force and effect during such Extension Term unless otherwise expressly provided herein.

ARTICLE 3
PERFORMANCE SECURITY5

3.1 Seller’s Performance Security.
(a) To secure its obligations under this Confirmation, Seller shall deliver Performance Security to Buyer within thirty (30) days of the Effective Date. Seller shall maintain the Performance Security in full force and effect, and Seller shall within after any draw thereon replenish the Performance Security in the event Buyer properly collects or draws down any portion of the Performance Security for any reason permitted under this Confirmation, until the following have occurred: (A) the Contract Term has expired or terminated early; and (B) all payment obligations of the Seller then due and payable under this Confirmation (other than indemnities and other contingent obligations not then due and payable with respect to which a claim has not been made), including compensation for penalties, Early Termination Amount, indemnification payments or other damages are paid in full (whether directly or indirectly such as through set-off or netting). Following the occurrence of both events, Buyer shall promptly return to Seller the unused portion of the Performance Security. If the Performance Security is a Letter of Credit and the issuer of such Letter of Credit (i) fails to maintain the minimum Credit Rating set forth in the definition of Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit and such Letter of Credit expires without being renewed prior to the end of the Contract 5 Attachment Staff Report Item 13G
6 Term, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit by such issuer, Seller shall either post cash or deliver a substitute Letter of Credit that meets the requirements set forth in the definition of Performance Security. (b) To secure its obligations under this Confirmation, and until released as provided herein, Seller hereby grants to Buyer a present and continuing first-priority security interest in, and lien on (and right to net against), and assignment of the Performance Security to the extent provided in the form of cash, and any other cash collateral and cash equivalent collateral posted pursuant to Section 3.1(a) of this Confirmation and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of Buyer, and Seller agrees to take all action as Buyer reasonably requires in order to perfect Buyer’s security interest granted under this Section 3.1(b) in, and lien on (and right to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof.

3.2 Use of Financial Security. Upon or any time after the occurrence of an Event of Default caused by Seller, an Early Termination Date resulting from an Event of Default caused by Seller, or an occasion provided for in this Confirmation where Buyer is authorized to retain all or a portion of the Performance Security provided by Seller, Buyer may do any one or more of the following (in each case subject to the final sentence of this Section 3.2):
(a) Exercise any of its rights and remedies with respect to the Performance Security, including any such rights and remedies under Law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefit and retain any cash held by Buyer as Performance Security; and
(c) Liquidate the applicable Performance Security then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller.

Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Seller’s obligations under this Confirmation and Seller shall remain liable for any amounts owing to Buyer after such application, subject to Buyer’s obligation to return any surplus proceeds remaining after these obligations are satisfied in full.

3.3 Limited Recourse. The Performance Security provided in connection with this Transaction is solely available to be used to satisfy Party B’s obligations under this Transaction and not any other Transactions under the Agreement, and only to the extent of Party B’s liabilities under this Confirmation. Party A’s sole and exclusive recourse for any breach of the Agreement with respect to this Transaction by Party B, its Credit Support Provider or any applicable Specified Entity of Party B and any liabilities of Party B with respect thereto shall be against the Performance Security, and Party B’s liability under this Transaction, will not exceed, in the aggregate, an amount equal to the Performance Security then available to Party A at such time. Without limiting the generality of the foregoing, under no circumstance shall any Financing Party or its successor(s), assignee(s) and/or designee(s), be deemed to have assumed any of the obligations or liabilities of this Agreement solely by virtue of having undertaken to cure a default, notwithstanding such action Attachment Staff Report Item 13G
7 may prove to be in whole, or in part, inadequate or invalid, and the sole recourse of Party A against any such Financing Party, successor, assignee and/or designee in seeking enforcement of the obligations of Party B under the Agreement, shall be limited to the interest of such Financing Party, successor, assignee and/or designee in the Performance Security.

ARTICLE 4

MONTHLY FINANCIAL SETTLEMENT

4.1 Monthly Financial Settlement.
(a) Fixed Payment. For each month during the Settlement Term, Buyer shall pay to Seller an amount equal
(b) Floating Payment. Subject to the terms and conditions of this Confirmation, for each Day during the Settlement Term, Seller shall calculate :
6 (i) Designation of Monthly Hedge Settlement Quantity. Following each month during the Settlement Term, Buyer shall provide Notice to Seller on or before the of the month in a form reasonably acceptable to each Party designating each Settlement Period during the prior month as either “ON” (each, an “ON-Settlement Period”) or “OFF” (each, an “OFF-Settlement Period”); provided, however, that each Settlement Period designated as an ON-Settlement Period must be consecutive to at least one other Settlement Period that is designated as an ON-Settlement Period (other than a Start-Up Hour).7 6 .

Attachment Staff Report Item 13G
8 (c) Monthly Settlement Payment. For each month during the Settlement Term, Seller shall calculate an amount (the “Monthly Settlement Amount”) equal

4.2 Fixed Price Conversion. No less than prior to any month that would include a Fixed Price Start Date (as proposed in the applicable Fixed Price Notice), Buyer may provide a Fixed Price Notice to Seller, requesting the Daily Exercise Price to become the Fixed Daily Exercise Price during the Fixed Price Hours as specified in the Fixed Price Notice.

For any Day that the Fixed Daily Exercise Price is applicable, the Daily Exercise Price shall apply for any ON-Settlement Period hours that are not Fixed Price Hours. Within receiving the Fixed Price Notice, Seller shall provide a Fixed Price Agreement, in substantially the form set forth in Exhibit C, which shall include the Gas Index Price, the Gas Transportation Charges and the GHG Price to be used for the calculation of the Fixed Daily Exercise Price during the term specified in the Fixed Price Notice. Within receipt the Fixed Price Agreement, Buyer shall either (a) reject in writing the Fixed Price Agreement, or (b) countersign the Fixed Price Agreement. The Fixed Daily Exercise Price shall become effective upon Buyer’s countersignature and shall apply during the Fixed Price Hours as specified in the Fixed Price Notice. The Daily Exercise Price for all Fixed Price Hours during the months which are included in a Fixed Price Period of any Fixed Price Agreement(s) shall be governed exclusively by such Fixed Price Agreement(s) and the Daily Exercise Price for all other hours shall continue to be determined without regard to this Section 4.2.

ARTICLE 5
INVOICING AND PAYMENT; CREDIT

5.1 Statements and Invoicing. Commencing in the first month of the Settlement Term, Seller shall deliver an invoice to Buyer five (5) Business Days after Seller receives the data required pursuant to Section 4.1(b)(i) above. Each invoice shall be in a format reasonably acceptable to Buyer, covering the preceding month of the Settlement Term determined in accordance with the applicable provisions of this Confirmation. The invoice shall be delivered by electronic mail in accordance with Exhibit A.

5.2 Payments. Each month in which Seller submits an invoice to Buyer, the Party owing the Monthly Settlement Payment shall make such payment (and any other amounts due and owing pursuant to this Confirmation) to the other Party, by wire transfer or ACH payment to the bank account provided by such Party. Any Party owing an amount to the other Party shall pay the undisputed amounts by the later of (a) ten (10) Business Days after such Party’s receipt of the invoice from the other Party, and (b) the last day of the month after the month for which such invoice was rendered; provided, if such due date falls on a weekend or legal holiday, such due date shall be the next Business Day. Payments made after the due date will be considered late and will bear interest on the unpaid balance. If the amount due is not paid on or before the due date or if any other payment that is due and owing from one Party to another is not paid on or before its applicable due date, a late payment charge shall be applied to the unpaid balance and shall be Attachment Staff Report Item 13G
9 added to the next billing statement. Such late payment charge shall be calculated based on the Interest Rate. If the due date occurs on a day that is not a Business Day, the late payment charge shall begin to accrue on the next succeeding Business Day.

5.3 Invoice Adjustments. Invoice adjustments shall be made if (a) there have been good faith inaccuracies in invoicing or payment that are not otherwise disputed, (b) an adjustment to an amount previously invoiced or paid is required due to a correction of data by the CAISO. If the required adjustment is in favor of Buyer, Buyer’s next monthly payment shall be credited in an amount equal to the adjustment. If the required adjustment is in favor of Seller, Seller shall add the adjustment amount to Buyer’s next monthly invoice. Adjustments in favor of either Buyer or Seller shall bear interest at the Interest Rate, until settled in full, accruing from the date on which the adjusted amount should have been due; provided, that no interest shall be due on adjustments arising from CAISO resettlements. Unless otherwise agreed by the Parties, no adjustment of invoices shall be permitted after twelve (12) months from the date of the invoice. [Signatures on following page]
Attachment Staff Report Item 13G
10 IN WITNESS WHEREOF, the Parties have caused this Confirmation to be duly executed as of the Effective Date.

AVA COMMUNITY ENERGY AUTHORITY,
a California joint powers authority

SENTINEL ENERGY CENTER, LLC,
a Delaware limited liability company
By: By:

Name: Name:

Title:

Approved as to form:

Title:

Attachment Staff Report Item 13G
Exhibit A-1

EXHIBIT A

NOTICES
Sentinel Energy Center, LLC Ava Community Energy Authority All Notices: All Notices:
1999 Harrison Street, Suite 2300
Oakland, CA 94612
Attn: Power Resources
Email: [email protected]
Reference Numbers: Reference Numbers:

Invoices:

Invoices & Payments:

Attn: Jason Bartlett, Senior Finance Manager
Phone: (510) 650-7584
Email: [email protected]
Scheduling:

Scheduling:

Attn: NCPA c/o Mojtaba Khanabadi, Manager,
Portfolio and Pool Administration
Phone: (916) 781-4290
Email: [email protected]
Confirmations: Confirmations:

Attn: Power Resources
Phone: (510) 361-6247
Email: [email protected]
Payments: Settlements:

Attn: Power Resources
Email: [email protected];
[email protected]
Attachment Staff Report Item 13G
Exhibit A-2
Wire Transfer: Wire Transfer:

Credit and Collections: Credit and Collections:

Attn: Rusty Mills, Chief Financial Officer
Phone: (916) 337-9704
Email: [email protected];
[email protected];
[email protected]
With additional Notices of an Event of
Default or Potential Event of Default to:

With additional Notices of an Event of
Default or Potential Event of Default to:

Attn: Power Resources
1999 Harrison Street, Suite 2300
Oakland, CA 94612
Phone: (510) 361-6247
Email: [email protected];
[email protected]
With an additional copy to:

Hall Energy Law PC
Attn: Stephen Hall
Email: [email protected]
Attachment Staff Report Item 13G
Exhibit B-1

EXHIBIT B

FORM OF FIXED PRICE NOTICE
This FIXED PRICE NOTICE (“Fixed Price Notice”) is delivered by Ava Community Energy Authority, a California joint powers authority to Sentinel Energy Center, LLC in accordance with the terms of that certain Financial Hedge Settlement Confirmation by and between Ava Community Energy Authority, as Buyer, and Sentinel Energy Center, LLC, as Seller, dated as of [____] (the “Confirmation”). All capitalized terms used in this Fixed Price Notice but not otherwise defined herein shall have the respective meanings assigned to such terms in the Confirmation.

Pursuant to Section 4.2 of the Confirmation, Buyer elects a Fixed Price Conversion as follows:

Fixed Price Start Date: [Specify the first day of a calendar month during the remainder of the Settlement Term, which date is no less than thirty (30) days prior to the delivery of this notice to Seller and is after the End Date specified in any prior Fixed Price Notice or Fixed Price Agreement.]
Fixed Price End Date: [Specify the last day of a calendar month during the remainder of the Settlement Term.]
First Start-Up Hour: [Specify the Settlement Period each Day for the first Pricing Period to commence. Must be no less than two (2) consecutive hours after the immediately preceding Shutdown Hour.]
First Shutdown Hour: [Specify the Settlement Period each Day for the first Pricing Period to end. Must be no less than two (2) consecutive hours after the first Start-Up Hour of each Day.]
Second Start-Up Hour: [Specify the Settlement Period each Day for the second Pricing Period to commence. Must be no less than two (2) consecutive hours after the immediately preceding Shutdown Hour.]
Second Shutdown Hour: [Specify the Settlement Period each Day for the second Pricing Period to end. Must be no less than two (2) consecutive hours after the second Start-Up Hour of each Day.]
Buyer has caused this Fixed Price Notice to be duly executed and delivered by a duly authorized representative on the date written below.

AVA COMMUNITY ENERGY AUTHORITY,
a California joint powers authority
By:

Name:

Title:

Date:

Attachment Staff Report Item 13G
Exhibit C-1

EXHIBIT C

FORM OF FIXED PRICE AGREEMENT
This FIXED PRICE AGREEMENT (“Fixed Price Agreement”) is delivered by Sentinel Energy Center, LLC to Ava Community Energy Authority, a California joint powers authority, in accordance with the terms of that certain Financial Hedge Settlement Confirmation by and between Ava Community Energy Authority, as Buyer, and Sentinel Energy Center, LLC, as Seller, dated as of [____] (the “Confirmation”). All capitalized terms used in this Response to the Fixed Price Notice but not otherwise defined herein shall have the respective meanings assigned to such terms in the Confirmation.

Pursuant to Section 4.2 of the Confirmation and Buyer’s Fixed Price Notice dated [____] for the period commencing [Fixed Price Start Date] and ending [Fixed Price End Date] (the “Fixed Price Period”), the Parties agree to fix the amount of the Gas Index Price, Gas Transportation Charges and GHG Price during the Fixed Price Period as follows:

Gas Index Price:

Gas Transportation Charges:

GHG Price:

Seller has caused this Fixed Price Agreement to be duly executed and delivered by a duly authorized representative of Seller on the date written below.

SENTINEL ENERGY CENTER, LLC
By:

Name:

Title:

Date:

Attachment Staff Report Item 13G
Exhibit C-2
Buyer accepts and agrees to the Fixed Price Agreement, which has been duly executed and delivered by an authorized representative of Buyer on the date written below.

AVA COMMUNITY ENERGY AUTHORITY,
a California joint powers authority
By: __________________________________
Name: ________________________________
Title: _________________________________
Date: _________________________________
Attachment Staff Report Item 13G
Exhibit D-1

EXHIBIT D

FORM OF LETTER OF CREDIT
[Issuing Bank Letterhead and Address]
IRREVOCABLE STANDBY LETTER OF CREDIT NO. [XXXXXXX]
Date: _____________________
Bank Ref.: _________________
Amount: US$_______________
Expiration Date: ____________
Beneficiary:

Ava Community Energy Authority
1999 Harrison Street, Suite 2300
Oakland, CA 94612
Attn: Marie Fontenot, Senior Vice President of Power Resources and Jason Bartlett, Senior Finance Manager
Ladies and Gentlemen:

By the order of [Entity name, state of formation, type of entity] (“Applicant”), we, [Bank name and address] (“Issuer”) hereby issue our Irrevocable Standby Letter of Credit No. [XXXXXX] (the “Letter of Credit”) in favor of Ava Community Energy Authority, a California joint powers authority (“Beneficiary”), for an amount not to exceed the aggregate sum of U.S. $[XXXXXX] (United States Dollars [XXXXXX] and 00/100), pursuant to that certain Financial Hedge Settlement Confirmation dated as of [Date] and as amended (the “Agreement”) between Applicant and Beneficiary. This Letter of Credit shall become effective immediately and shall expire on [Date] which is one year after the issue date of this Letter of Credit, or any expiration date extended in accordance with the terms hereof (the “Expiration Date”).

Funds under this Letter of Credit are available to Beneficiary by valid presentation on or before the Expiration Date of a dated statement purportedly signed by Beneficiary’s duly authorized representative, in the form attached hereto as Exhibit A, containing one of the two alternative paragraphs set forth in paragraph 2 therein, referencing our Letter of Credit No. [XXXXXX] (“Drawing Certificate”).

The Drawing Certificate may be presented by (a) physical delivery, (b) as a PDF attachment to an email to [Bank email address] or (c) facsimile to [Bank fax number] confirmed by [email to [Bank email address]]. Transmittal by facsimile or email shall be deemed delivered when received.

The original of this Letter of Credit (and all amendments, if any) is not required to be presented in connection with any presentment of a Drawing Certificate by Beneficiary hereunder in order to receive payment.

We hereby agree with the Beneficiary that all documents presented under and in compliance with the terms of this Letter of Credit, that such drafts will be duly honored upon presentation to the Attachment Staff Report Item 13G
Exhibit D-2
Issuer on or before the Expiration Date. All payments made under this Letter of Credit shall be made with Issuer’s own immediately available funds by means of wire transfer in immediately available United States dollars to Beneficiary’s account as indicated by Beneficiary in its Drawing Certificate or in a communication accompanying its Drawing Certificate.

Partial draws are permitted under this Letter of Credit, and this Letter of Credit shall remain in full force and effect with respect to any continuing balance.

It is a condition of this Letter of Credit that the Expiration Date shall be deemed automatically extended without an amendment for a one year period beginning on the present Expiration Date hereof and upon each anniversary for such date, unless at least one hundred twenty (120) days prior to any such Expiration Date we have sent to you written notice by overnight courier service that we elect not to extend this Letter of Credit, in which case it will expire on such Expiration Date, or such later date as may be specified in such notice. No presentation made under this Letter of Credit after such Expiration Date (or such later date, if applicable) will be honored.

This Letter of Credit is issued subject to the rules of the ‘International Standby Practices 1998’, International Chamber of Commerce Publication No. 590 (“ISP98”) and, as to matters not addressed by ISP98, shall be governed and construed in accordance with the laws of state of California.

Notwithstanding any reference in this Letter of Credit to any other documents, instruments or agreements (other than as set forth in the immediately preceding paragraph), this Letter of Credit contains the entire agreement between Beneficiary and Issuer relating to the obligations of Issuer hereunder.

Please address all correspondence regarding this Letter of Credit to the attention of the Letter of Credit Department at [Bank name and address], referring specifically to Issuer’s Letter of Credit No. [XXXXXX]. For telephone assistance, please contact Issuer’s Standby Letter of Credit Department at [Bank phone number] and have this Letter of Credit available.

All notices to Beneficiary shall be in writing and are required to be sent by certified letter, overnight courier, or delivered in person to: Ava Community Energy Authority, Attn: Marie Fontenot, Senior Vice President of Power Resources and Jason Bartlett, Senior Finance Manager, 1999 Harrison Street, Suite 2300, Oakland, CA 94612. Only notices to Beneficiary meeting the requirements of this paragraph shall be considered valid. Any notice to Beneficiary which is not in accordance with this paragraph shall be void and of no force or effect. [Bank Name]
___________________________
[Officer name]
[Officer title]
Attachment Staff Report Item 13G
Exhibit D-3
Exhibit A:

Drawing Certificate
(DRAW REQUEST SHOULD BE ON BENEFICIARY’S LETTERHEAD)
[Bank name and address]
Ladies and Gentlemen:

The undersigned, a duly authorized representative of Ava Community Energy Authority, a California joint powers authority, 1999 Harrison Street, Suite 2300, Oakland, CA 94612, as beneficiary (the “Beneficiary”) of the Irrevocable Letter of Credit No. [XXXXXX] (the “Letter of Credit”) issued by [Bank name] (the “Bank”) by order of [Entity name, state of formation, type of entity] (the “Applicant”), hereby certifies to the Bank as follows:

1. Applicant and Beneficiary are party to that certain Financial Hedge Settlement Confirmation dated as of [Date] (the “Agreement”).

2. Beneficiary is making a drawing under this Letter of Credit in the amount of U.S. $[XXXXXX] because a Seller Event of Default (as such term is defined in the Agreement) has occurred or other occasion provided for in the Agreement where Beneficiary is authorized to draw on the Letter of Credit has occurred.

OR
Beneficiary is making a drawing under this Letter of Credit in the amount of U.S. $[XXXXXX], which equals the full available amount under the Letter of Credit, because Applicant is required to maintain the Letter of Credit in force and effect beyond the Expiration Date of the Letter of Credit but has failed to provide Beneficiary with a replacement Letter of Credit or other acceptable instrument within thirty (30) days prior to such Expiration Date.

3. The undersigned is a duly authorized representative of Ava Community Energy Authority and is authorized to execute and deliver this Drawing Certificate on behalf of Beneficiary.

You are hereby directed to make payment of the requested amount to Ava Community Energy Authority by wire transfer in immediately available funds to the following account: [Specify account information].

Ava Community Energy Authority
_______________________________
[Name and Title of Authorized Representative]
Date___________________________
Attachment Staff Report Item 13G
Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS.

ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.

Master Power
Purchase & Sale
Agreement
Attachment Staff Report Item 13H
i
Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

MASTER POWER PURCHASE AND SALES AGREEMENT

TABLE OF CONTENTS
COVER SHEET...............................................................................................................................1 GENERAL TERMS AND CONDITIONS .....................................................................................6 ARTICLE ONE: GENERAL DEFINITIONS.........................................................................6 ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS......................................11

2.1 Transactions...........................................................................................................11

2.2 Governing Terms...................................................................................................11

2.3 Confirmation..........................................................................................................11

2.4 Additional Confirmation Terms.............................................................................12

2.5 Recording...............................................................................................................12 ARTICLE THREE: OBLIGATIONS AND DELIVERIES.......................................................12

3.1 Seller’s and Buyer’s Obligations...........................................................................12

3.2 Transmission and Scheduling ................................................................................12

3.3 Force Majeure ........................................................................................................13 ARTICLE FOUR: REMEDIES FOR FAILURE TO DELIVER/RECEIVE ..........................13

4.1 Seller Failure..........................................................................................................13

4.2 Buyer Failure .........................................................................................................13 ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES.....................................................13

5.1 Events of Default ...................................................................................................13

5.2 Declaration of an Early Termination Date and Calculation of Settlement Amounts.................................................................................................................15

5.3 Net Out of Settlement Amounts.............................................................................15

5.4 Notice of Payment of Termination Payment .........................................................15

5.5 Disputes With Respect to Termination Payment...................................................15

5.6 Closeout Setoffs.....................................................................................................16

5.7 Suspension of Performance....................................................................................16 ARTICLE SIX: PAYMENT AND NETTING ....................................................................16

6.1 Billing Period.........................................................................................................16

6.2 Timeliness of Payment...........................................................................................17

6.3 Disputes and Adjustments of Invoices...................................................................17

6.4 Netting of Payments...............................................................................................17

6.5 Payment Obligation Absent Netting ......................................................................17

6.6 Security ..................................................................................................................18

6.7 Payment for Options..............................................................................................18

6.8 Transaction Netting................................................................................................18 Attachment Staff Report Item 13H
ii
Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ARTICLE SEVEN: LIMITATIONS..........................................................................................18

7.1 Limitation of Remedies, Liability and Damages...................................................18 ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS ................................19

8.1 Party A Credit Protection.......................................................................................19

8.2 Party B Credit Protection.......................................................................................21

8.3 Grant of Security Interest/Remedies......................................................................22 ARTICLE NINE: GOVERNMENTAL CHARGES...............................................................23

9.1 Cooperation............................................................................................................23

9.2 Governmental Charges...........................................................................................23 ARTICLE TEN: MISCELLANEOUS ..................................................................................23

10.1 Term of Master Agreement....................................................................................23

10.2 Representations and Warranties.............................................................................23

10.3 Title and Risk of Loss............................................................................................25

10.4 Indemnity ...............................................................................................................25

10.5 Assignment ............................................................................................................25

10.6 Governing Law ......................................................................................................25

10.7 Notices ...................................................................................................................26

10.8 General...................................................................................................................26

10.9 Audit ......................................................................................................................26

10.10 Forward Contract ...................................................................................................27

10.11 Confidentiality .......................................................................................................27 SCHEDULE M: GOVERNMENTAL ENTITY OR PUBLIC POWER SYSTEMS ..................28 SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS.................................................32 EXHIBIT A: CONFIRMATION LETTER..................................................................................39 Attachment Staff Report Item 13H
1 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

MASTER POWER PURCHASE AND SALE AGREEMENT

COVER SHEET
This Master Power Purchase and Sale Agreement (“Master Agreement” ) is made as of the following date:
_________________ (“Effective Date”). The Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Section 2.3 hereto) shall be referred to as the “Agreement.” The Parties to this Master Agreement are the following:

Name (“__________________” or “Party A”) Name (“Counterparty” or “Party B”) All Notices: All Notices:

Street: Street:

City: Zip: City: Zip:

Attn: Contract Administration
Phone:

Facsimile:

Duns:

Federal Tax ID Number:

Attn: Contract Administration
Phone:

Facsimile:

Duns:

Federal Tax ID Number:

Invoices:

Attn:

Phone:

Facsimile:

Invoices:

Attn:

Phone:

Facsimile:

Scheduling:

Attn:

Phone:

Facsimile:

Scheduling:

Attn:

Phone:

Facsimile:

Payments:

Attn:

Phone:

Facsimile:

Payments:

Attn:

Phone:

Facsimile:

Wire Transfer:

BNK:

ABA:

ACCT:

Wire Transfer:

BNK:

ABA:

ACCT:

Credit and Collections:

Attn:

Phone:

Facsimile:

Credit and Collections:

Attn:

Phone:

Facsimile:

With additional Notices of an Event of Default or
Potential Event of Default to:

Attn:

Phone:

Facsimile:

With additional Notices of an Event of Default or
Potential Event of Default to:

Attn:

Phone:

Facsimile:

Attachment Staff Report Item 13H
2 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions:

Party A Tariff Tariff Dated Docket Number
Party B Tariff Tariff Dated Docket Number
Article Two
Transaction Terms and Conditions [] Optional provision in Section 2.4. If not checked, inapplicable.

Article Four
Remedies for Failure
to Deliver or Receive
[] Accelerated Payment of Damages. If not checked, inapplicable.

Article Five [] Cross Default for Party A:

Events of Default; Remedies [] Party A: Cross Default Amount $ [] Other Entity: Cross Default Amount $
[] Cross Default for Party B:
[] Party B: Cross Default Amount $
[] Other Entity: Cross Default Amount $

5.6 Closeout Setoff
[] Option A (Applicable if no other selection is made.) [] Option B - Affiliates shall have the meaning set forth in the Agreement unless otherwise specified as follows:
[] Option C (No Setoff)
Article 8 8.1 Party A Credit Protection:

Credit and Collateral Requirements (a) Financial Information:
[] Option A
[] Option B Specify:
[] Option C Specify:
(b) Credit Assurances:
[] Not Applicable
[] Applicable
(c) Collateral Threshold:
[] Not Applicable
[] Applicable
Attachment Staff Report Item 13H
3 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association If applicable, complete the following:

Party B Collateral Threshold: $ __________; provided, however, that Party B’s Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party B has occurred and is continuing.

Party B Independent Amount: $
Party B Rounding Amount: $
(d) Downgrade Event:
[] Not Applicable
[] Applicable
If applicable, complete the following:
[] It shall be a Downgrade Event for Party B if Party B’s Credit Rating falls below __________ from S&P or __________ from Moody’s or if Party B is not rated by either S&P or Moody’s [] Other:

Specify:
(e) Guarantor for Party B:

Guarantee Amount:

8.2 Party B Credit Protection:
(a) Financial Information:
[] Option A
[] Option B Specify:
[] Option C Specify:
(b) Credit Assurances:
[] Not Applicable
[] Applicable
(c) Collateral Threshold:
[] Not Applicable
[] Applicable
If applicable, complete the following:

Party A Collateral Threshold: $ __________; provided, however, that Party A’s Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party A has occurred and is continuing.

Party A Independent Amount: $
Party A Rounding Amount: $
Attachment Staff Report Item 13H
4 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (d) Downgrade Event:
[] Not Applicable
[] Applicable
If applicable, complete the following:
[] It shall be a Downgrade Event for Party A if Party A’s Credit Rating falls below __________ from S&P or __________ from Moody’s or if Party A is not rated by either S&P or Moody’s [] Other:

Specify:
(e) Guarantor for Party A:

Guarantee Amount:

Article 10
Confidentiality [] Confidentiality Applicable If not checked, inapplicable.

Schedule M
[] Party A is a Governmental Entity or Public Power System [] Party B is a Governmental Entity or Public Power System [] Add Section 3.6. If not checked, inapplicable
[] Add Section 8.6. If not checked, inapplicable
Other Changes Specify, if any:

Attachment Staff Report Item 13H
5 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the date first above written.

Party A Name Party B Name
By: By:

Name: Name:

Title: Title:

DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute (“EEI”) and National Energy Marketers Association (“NEM”) member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting therefrom. By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected.

Attachment Staff Report Item 13H
6 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

GENERAL TERMS AND CONDITIONS
ARTICLE ONE: GENERAL DEFINITIONS

1.1 “Affiliate” means, with respect to any person, any other person (other than an individual) that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. For this purpose, “control” means the direct or indirect ownership of fifty percent (50%) or more of the outstanding capital stock or other equity interests having ordinary voting power.

1.2 “Agreement” has the meaning set forth in the Cover Sheet.

1.3 “Bankrupt” means with respect to any entity, such entity (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due.

1.4 “Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday. A Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for the relevant Party’s principal place of business. The relevant Party, in each instance unless otherwise specified, shall be the Party from whom the notice, payment or delivery is being sent and by whom the notice or payment or delivery is to be received.

1.5 “Buyer” means the Party to a Transaction that is obligated to purchase and receive, or cause to be received, the Product, as specified in the Transaction.

1.6 “Call Option” means an Option entitling, but not obligating, the Option Buyer to purchase and receive the Product from the Option Seller at a price equal to the Strike Price for the Delivery Period for which the Option may be exercised, all as specified in the Transaction.

Upon proper exercise of the Option by the Option Buyer, the Option Seller will be obligated to sell and deliver the Product for the Delivery Period for which the Option has been exercised.

1.7 “Claiming Party” has the meaning set forth in Section 3.3.

1.8 “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 an indemnity, and the resulting losses, damages, expenses, attorneys’ 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.

1.9 “Confirmation” has the meaning set forth in Section 2.3.

Attachment Staff Report Item 13H
7 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

1.10 “Contract Price” means the price in $U.S. (unless otherwise provided for) to be paid by Buyer to Seller for the purchase of the Product, as specified in the Transaction.

1.11 “Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace a Terminated Transaction; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with the termination of a Transaction.

1.12 “Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issues rating by S&P, Moody’s or any other rating agency agreed by the Parties as set forth in the Cover Sheet.

1.13 “Cross Default Amount” means the cross default amount, if any, set forth in the Cover Sheet for a Party.

1.14 “Defaulting Party” has the meaning set forth in Section 5.1.

1.15 “Delivery Period” means the period of delivery for a Transaction, as specified in the Transaction.

1.16 “Delivery Point” means the point at which the Product will be delivered and received, as specified in the Transaction.

1.17 “Downgrade Event” has the meaning set forth on the Cover Sheet.

1.18 “Early Termination Date” has the meaning set forth in Section 5.2.

1.19 “Effective Date” has the meaning set forth on the Cover Sheet.

1.20 “Equitable Defenses” means any bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally, and with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending.

1.21 “Event of Default” has the meaning set forth in Section 5.1.

1.22 “FERC” means the Federal Energy Regulatory Commission or any successor government agency.

1.23 “Force Majeure” means an event or circumstance which prevents one Party from performing its obligations under one or more Transactions, which event or circumstance was not anticipated as of the date the Transaction was agreed to, 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 Attachment Staff Report Item 13H
8 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association to use or resell the Product purchased hereunder; (iii) the loss or failure of Seller’s supply; or (iv) Seller’s ability to sell the Product at a price greater than the Contract Price. Neither Party may raise a claim of Force Majeure based in whole or in part on curtailment by a Transmission Provider unless (i) such Party has contracted for firm transmission with a Transmission Provider for the Product to be delivered to or received at the Delivery Point and (ii) such curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the Transmission Provider’s tariff; provided, however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred. The applicability of Force Majeure to the Transaction is governed by the terms of the Products and Related Definitions contained in Schedule P.

1.24 “Gains” means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of a Terminated Transaction, determined in a commercially reasonable manner.

1.25 “Guarantor” means, with respect to a Party, the guarantor, if any, specified for such Party on the Cover Sheet.

1.26 “Interest Rate” means, for any date, the lesser of (a) the per annum rate of interest equal to the prime lending rate as may from time to time be published in The Wall Street Journal under “Money Rates” on such day (or if not published on such day on the most recent preceding day on which published), plus two percent (2%) and (b) the maximum rate permitted by applicable law.

1.27 “Letter(s) of Credit” means one or more irrevocable, transferable standby letters of credit issued by a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having a credit rating of at least A- from S&P or A3 from Moody’s, in a form acceptable to the Party in whose favor the letter of credit is issued. Costs of a Letter of Credit shall be borne by the applicant for such Letter of Credit.

1.28 “Losses” means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from termination of a Terminated Transaction, determined in a commercially reasonable manner.

1.29 “Master Agreement” has the meaning set forth on the Cover Sheet.

1.30 “Moody’s” means Moody’s Investor Services, Inc. or its successor.

1.31 “NERC Business Day” means any day except a Saturday, Sunday or a holiday as defined by the North American Electric Reliability Council or any successor organization thereto. A NERC Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for the relevant Party’s principal place of business. The relevant Party, in each instance unless otherwise specified, shall be the Party from whom the notice, payment or delivery is being sent and by whom the notice or payment or delivery is to be received.

Attachment Staff Report Item 13H
9 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

1.32 “Non-Defaulting Party” has the meaning set forth in Section 5.2.

1.33 “Offsetting Transactions” mean any two or more outstanding Transactions, having the same or overlapping Delivery Period(s), Delivery Point and payment date, where under one or more of such Transactions, one Party is the Seller, and under the other such Transaction(s), the same Party is the Buyer.

1.34 “Option” means the right but not the obligation to purchase or sell a Product as specified in a Transaction.

1.35 “Option Buyer” means the Party specified in a Transaction as the purchaser of an option, as defined in Schedule P.

1.36 “Option Seller” means the Party specified in a Transaction as the seller of an option , as defined in Schedule P.

1.37 “Party A Collateral Threshold” means the collateral threshold, if any, set forth in the Cover Sheet for Party A.

1.38 “Party B Collateral Threshold” means the collateral threshold, if any, set forth in the Cover Sheet for Party B.

1.39 “Party A Independent Amount” means the amount , if any, set forth in the Cover Sheet for Party A.

1.40 “Party B Independent Amount” means the amount , if any, set forth in the Cover Sheet for Party B.

1.41 “Party A Rounding Amount” means the amount, if any, set forth in the Cover Sheet for Party A.

1.42 “Party B Rounding Amount” means the amount, if any, set forth in the Cover Sheet for Party B.

1.43 “Party A Tariff” means the tariff, if any, specified in the Cover Sheet for Party A.

1.44 “Party B Tariff” means the tariff, if any, specified in the Cover Sheet for Party B.

1.45 “Performance Assurance” means collateral in the form of either cash, Letter(s) of Credit, or other security acceptable to the Requesting Party.

1.46 “Potential Event of Default” means an event which, with notice or passage of time or both, would constitute an Event of Default.

1.47 “Product” means electric capacity, energy or other product(s) related thereto as specified in a Transaction by reference to a Product listed in Schedule P hereto or as otherwise specified by the Parties in the Transaction.

Attachment Staff Report Item 13H
10 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

1.48 “Put Option” means an Option entitling, but not obligating, the Option Buyer to sell and deliver the Product to the Option Seller at a price equal to the Strike Price for the Delivery Period for which the option may be exercised, all as specified in a Transaction. Upon proper exercise of the Option by the Option Buyer, the Option Seller will be obligated to purchase and receive the Product.

1.49 “Quantity” means that quantity of the Product that Seller agrees to make available or sell and deliver, or cause to be delivered, to Buyer, and that Buyer agrees to purchase and receive, or cause to be received, from Seller as specified in the Transaction.

1.50 “Recording” has the meaning set forth in Section 2.4.

1.51 “Replacement Price” means the price at which Buyer, acting in a commercially reasonable manner, purchases at the Delivery Point a replacement for any Product specified in a Transaction but not delivered by Seller, plus (i) costs reasonably incurred by Buyer in purchasing such substitute Product and (ii) additional transmission charges, if any, reasonably incurred by Buyer to the Delivery Point, or at Buyer’s option, the market price at the Delivery Point for such Product not delivered as determined by Buyer in a commercially reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall Buyer be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize Seller’s liability. For the purposes of this definition, Buyer shall be considered to have purchased replacement Product to the extent Buyer shall have entered into one or more arrangements in a commercially reasonable manner whereby Buyer repurchases its obligation to sell and deliver the Product to another party at the Delivery Point.

1.52 “S&P” means the Standard & Poor’s Rating Group (a division of McGraw-Hill, Inc.) or its successor.

1.53 “Sales Price” means the price at which Seller, acting in a commercially reasonable manner, resells at the Delivery Point any Product not received by Buyer, deducting from such proceeds any (i) costs reasonably incurred by Seller in reselling such Product and (ii) additional transmission charges, if any, reasonably incurred by Seller in delivering such Product to the third party purchasers, or at Seller’s option, the market price at the Delivery Point for such Product not received as determined by Seller in a commercially reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall Seller 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 this definition, Seller shall be considered to have resold such Product to the extent Seller shall have entered into one or more arrangements in a commercially reasonable manner whereby Seller repurchases its obligation to purchase and receive the Product from another party at the Delivery Point.

1.54 “Schedule” 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 and type of Product to be delivered on any given day or days during the Delivery Period at a specified Delivery Point.

Attachment Staff Report Item 13H
11 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

1.55 “Seller” means the Party to a Transaction that is obligated to sell and deliver, or cause to be delivered, the Product, as specified in the Transaction.

1.56 “Settlement Amount” means, with respect to a Transaction and the Non-Defaulting Party, the Losses or Gains, and Costs, expressed in U.S. Dollars, which such party incurs as a result of the liquidation of a Terminated Transaction pursuant to Section 5.2.

1.57 “Strike Price” means the price to be paid for the purchase of the Product pursuant to an Option.

1.58 “Terminated Transaction” has the meaning set forth in Section 5.2.

1.59 “Termination Payment” has the meaning set forth in Section 5.3.

1.60 “Transaction” means a particular transaction agreed to by the Parties relating to the sale and purchase of a Product pursuant to this Master Agreement.

1.61 “Transmission Provider” means any entity or entities transmitting or transporting the Product on behalf of Seller or Buyer to or from the Delivery Point in a particular Transaction.

ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS

2.1 Transactions. A Transaction shall be entered into upon agreement of the Parties orally or, if expressly required by either Party with respect to a particular Transaction, in writing, including an electronic means of communication. Each Party agrees not to contest, or assert any defense to, the validity or enforceability of the Transaction entered into in accordance with this Master Agreement (i) based on any law requiring agreements to be in writing or to be signed by the parties, or (ii) based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction.

2.2 Governing Terms. Unless otherwise specifically agreed, each Transaction between the Parties shall be governed by this Master Agreement. This Master Agreement (including all exhibits, schedules and any written supplements hereto), , the Party A Tariff, if any, and the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any Confirmations accepted in accordance with Section 2.3) shall form a single integrated agreement between the Parties. Any inconsistency between any terms of this Master Agreement and any terms of the Transaction shall be resolved in favor of the terms of such Transaction.

2.3 Confirmation. Seller may confirm a Transaction by forwarding to Buyer by facsimile within three (3) Business Days after the Transaction is entered into a confirmation (“Confirmation”) substantially in the form of Exhibit A. If Buyer objects to any term(s) of such Confirmation, Buyer shall notify Seller in writing of such objections within two (2) Business Days of Buyer’s receipt thereof, failing which Buyer shall be deemed to have accepted the terms as sent. If Seller fails to send a Confirmation within three (3) Business Days after the Transaction is entered into, a Confirmation substantially in the form of Exhibit A, may be forwarded by Buyer to Seller. If Seller objects to any term(s) of such Confirmation, Seller shall notify Buyer of such objections within two (2) Business Days of Seller’s receipt thereof, failing Attachment Staff Report Item 13H
12 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association which Seller shall be deemed to have accepted the terms as sent. If Seller and Buyer each send a Confirmation and neither Party objects to the other Party’s Confirmation within two (2) Business Days of receipt, Seller’s Confirmation shall be deemed to be accepted and shall be the controlling Confirmation, unless (i) Seller’s Confirmation was sent more than three (3) Business Days after the Transaction was entered into and (ii) Buyer’s Confirmation was sent prior to Seller’s Confirmation, in which case Buyer’s Confirmation shall be deemed to be accepted and shall be the controlling Confirmation. Failure by either Party to send or either Party to return an executed Confirmation or any objection by either Party shall not invalidate the Transaction agreed to by the Parties.

2.4 Additional Confirmation Terms. If the Parties have elected on the Cover Sheet to make this Section 2.4 applicable to this Master Agreement, when a Confirmation contains provisions, other than those provisions relating to the commercial terms of the Transaction (e.g., price or special transmission conditions), which modify or supplement the general terms and conditions of this Master Agreement (e.g., arbitration provisions or additional representations and warranties), such provisions shall not be deemed to be accepted pursuant to Section 2.3 unless agreed to either orally or in writing by the Parties; provided that the foregoing shall not invalidate any Transaction agreed to by the Parties.

2.5 Recording. Unless a Party expressly objects to a Recording (defined below) at the beginning of a telephone conversation, each Party consents to the creation of a tape or electronic recording (“Recording”) of all telephone conversations between the Parties to this Master Agreement, and that any such Recordings will be retained in confidence, secured from improper access, and may be submitted in evidence in any proceeding or action relating to this Agreement.

Each Party waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording and to obtain any necessary consent of such officers and employees. The Recording, and the terms and conditions described therein, if admissible, shall be the controlling evidence for the Parties’ agreement with respect to a particular Transaction in the event a Confirmation is not fully executed (or deemed accepted) by both Parties. Upon full execution (or deemed acceptance) of a Confirmation, such Confirmation shall control in the event of any conflict with the terms of a Recording, or in the event of any conflict with the terms of this Master Agreement.

ARTICLE THREE: OBLIGATIONS AND DELIVERIES

3.1 Seller’s and Buyer’s Obligations. With respect to each Transaction, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Quantity of the Product at the Delivery Point, and Buyer shall pay Seller the Contract Price; provided, however, with respect to Options, the obligations set forth in the preceding sentence shall only arise if the Option Buyer exercises its Option in accordance with its terms. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product or its receipt at and from the Delivery Point.

3.2 Transmission and Scheduling. Seller shall arrange and be responsible for transmission service to the Delivery Point and shall Schedule or arrange for Scheduling services Attachment Staff Report Item 13H
13 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association with its Transmission Providers, as specified by the Parties in the Transaction, or in the absence thereof, in accordance with the practice of the Transmission Providers, to deliver the Product to the Delivery Point. Buyer shall arrange and be responsible for transmission service at and from the Delivery Point and shall Schedule or arrange for Scheduling services with its Transmission Providers to receive the Product at the Delivery Point.

3.3 Force Majeure. To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under the Transaction and such Party (the “Claiming Party”) gives notice and details of the Force Majeure to the other Party as soon as practicable, then, unless the terms of the Product specify otherwise, the Claiming Party shall be excused from the performance of its obligations with respect to such Transaction (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure). The Claiming Party shall remedy the Force Majeure with all reasonable dispatch. 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 FOUR: REMEDIES FOR FAILURE TO DELIVER/RECEIVE

4.1 Seller Failure. If Seller fails to schedule and/or deliver all or part of the Product pursuant to a Transaction, and such failure is not excused under the terms of the Product or by Buyer’s failure to perform, then Seller shall pay Buyer, on the date payment would otherwise be due in respect of the month in which the failure occurred or, if “Accelerated Payment of Damages” is specified on the Cover Sheet, within five (5) Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. The invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount.

4.2 Buyer Failure. If Buyer fails to schedule and/or receive all or part of the Product pursuant to a Transaction and such failure is not excused under the terms of the Product or by Seller’s failure to perform, then Buyer shall pay Seller, on the date payment would otherwise be due in respect of the month in which the failure occurred or, if “Accelerated Payment of Damages” is specified on the Cover Sheet, within five (5) Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Sales Price from the Contract Price. The invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount.

ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES

5.1 Events of Default. An “Event of Default” shall mean, with respect to a Party (a “Defaulting Party”), the occurrence of any of the following:
(a) the failure to make, when due, any payment required pursuant to this Agreement if such failure is not remedied within three (3) Business Days after written notice;
Attachment Staff Report Item 13H
14 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (b) any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated;
(c) the failure to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default, and except for such Party’s obligations to deliver or receive the Product, the exclusive remedy for which is provided in Article Four) if such failure is not remedied within three (3) Business Days after written notice; (d) such Party becomes Bankrupt;
(e) the failure of such Party to satisfy the creditworthiness/collateral requirements agreed to pursuant to Article Eight hereof; (f) such Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to assume all the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other Party;
(g) if the applicable cross default section in the Cover Sheet is indicated for such Party, the occurrence and continuation of (i) a default, event of default or other similar condition or event in respect of such Party or any other party specified in the Cover Sheet for such Party under one or more agreements or instruments, individually or collectively, relating to indebtedness for borrowed money in an aggregate amount of not less than the applicable Cross Default Amount (as specified in the Cover Sheet), which results in such indebtedness becoming, or becoming capable at such time of being declared, immediately due and payable or (ii) a default by such Party or any other party specified in the Cover Sheet for such Party in making on the due date therefor one or more payments, individually or collectively, in an aggregate amount of not less than the applicable Cross Default Amount (as specified in the Cover Sheet);
(h) with respect to such Party’s Guarantor, if any:
(i) if any representation or warranty made by a Guarantor in connection with this Agreement is false or misleading in any material respect when made or when deemed made or repeated; (ii) the failure of a Guarantor to make any payment required or to perform any other material covenant or obligation in any guaranty made in connection with this Agreement and such failure shall not be remedied within three (3) Business Days after written notice; Attachment Staff Report Item 13H
15 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (iii) a Guarantor becomes Bankrupt;
(iv) the failure of a Guarantor’s guaranty to be in full force and effect for purposes of this Agreement (other than in accordance with its terms) prior to the satisfaction of all obligations of such Party under each Transaction to which such guaranty shall relate without the written consent of the other Party; or
(v) a Guarantor shall repudiate, disaffirm, disclaim, or reject, in whole or in part, or challenge the validity of any guaranty.

5.2 Declaration of an Early Termination Date and Calculation of Settlement Amounts. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (the “Non-Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate all, but not less than all, Transactions (each referred to as a “Terminated Transaction”) between the Parties, (ii) withhold any payments due to the Defaulting Party under this Agreement and (iii) suspend performance. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for each such Terminated Transaction as of the Early Termination Date (or, to the extent that in the reasonable opinion of the Non-Defaulting Party certain of such Terminated Transactions are commercially impracticable to liquidate and terminate or may not be liquidated and terminated under applicable law on the Early Termination Date, as soon thereafter as is reasonably practicable).

5.3 Net Out of Settlement Amounts. The Non-Defaulting Party shall aggregate all Settlement Amounts into a single amount by: netting out (a) all Settlement Amounts that are due to the Defaulting Party, plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non-Defaulting Party pursuant to Article Eight, plus any or all other amounts due to the Defaulting Party under this Agreement against (b) all Settlement Amounts that are due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement, so that all such amounts shall be netted out to a single liquidated amount (the “Termination Payment”) payable by one Party to the other. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate.

5.4 Notice of Payment of Termination Payment. As soon as practicable after a liquidation, notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to or due from the Non-Defaulting Party. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. The Termination Payment shall be made by the Party that owes it within two (2) Business Days after such notice is effective.

5.5 Disputes With Respect to Termination Payment. If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within two (2) Business Days of receipt of Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written Attachment Staff Report Item 13H
16 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association explanation of the basis for such dispute; provided, however, that if the Termination Payment is due from the Defaulting Party, the Defaulting Party shall first transfer Performance Assurance to the Non-Defaulting Party in an amount equal to the Termination Payment.

5.6 Closeout Setoffs.

Option A: After calculation of a Termination Payment in accordance with Section 5.3, if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party to the Non-Defaulting Party under any other agreements, instruments or undertakings between the Defaulting Party and the Non-Defaulting Party and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section

5.2, withhold payment of the Termination Payment to the Defaulting Party. The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

Option B: After calculation of a Termination Payment in accordance with Section 5.3, if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party or any of its Affiliates to the Non-Defaulting Party or any of its Affiliates under any other agreements, instruments or undertakings between the Defaulting Party or any of its Affiliates and the Non-Defaulting Party or any of its Affiliates and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party. The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

Option C: Neither Option A nor B shall apply.

5.7 Suspension of Performance. Notwithstanding any other provision of this Master Agreement, if (a) an Event of Default or (b) a Potential Event of Default shall have occurred and be continuing, the Non-Defaulting Party, upon written notice to the Defaulting Party, shall have the right (i) to suspend performance under any or all Transactions; provided, however, in no event shall any such suspension continue for longer than ten (10) NERC Business Days with respect to any single Transaction unless an early Termination Date shall have been declared and notice thereof pursuant to Section 5.2 given, and (ii) to the extent an Event of Default shall have occurred and be continuing to exercise any remedy available at law or in equity.

ARTICLE SIX: PAYMENT AND NETTING

6.1 Billing Period. Unless otherwise specifically agreed upon by the Parties in a Transaction, the calendar month shall be the standard period for all payments under this Agreement (other than Termination Payments and, if “Accelerated Payment of Damages” is specified by the Parties in the Cover Sheet, payments pursuant to Section 4.1 or 4.2 and Option premium payments pursuant to Section 6.7). As soon as practicable after the end of each month, Attachment Staff Report Item 13H
17 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association each Party will render to the other Party an invoice for the payment obligations, if any, incurred hereunder during the preceding month.

6.2 Timeliness of Payment. Unless otherwise agreed by the Parties in a Transaction, all invoices under this Master Agreement shall be due and payable in accordance with each Party’s invoice instructions on or before the later of the twentieth (20th) day of each month, or tenth (10th) day after receipt of the invoice or, if such day is not a Business Day, then on the next Business Day. Each Party will make payments by electronic funds transfer, or by other mutually agreeable method(s), to the account designated by the other Party. Any amounts not paid by the due date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the due date to but excluding the date the delinquent amount is paid in full.

6.3 Disputes and Adjustments of Invoices. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice, rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within two (2) Business Days of such resolution along with interest accrued at the Interest Rate from and including the due date to but excluding the date paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived unless the other Party is notified in accordance with this Section 6.3 within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance of a Transaction occurred, the right to payment for such performance is waived.

6.4 Netting of Payments. The Parties hereby agree that they shall discharge mutual debts and payment obligations due and owing to each other on the same date pursuant to all Transactions through netting, in which case all amounts owed by each Party to the other Party for the purchase and sale of Products during the monthly billing period under this Master Agreement, including any related damages calculated pursuant to Article Four (unless one of the Parties elects to accelerate payment of such amounts as permitted by Article Four), interest, and payments or credits, shall be netted so that only the excess amount remaining due shall be paid by the Party who owes it.

6.5 Payment Obligation Absent Netting. If no mutual debts or payment obligations exist and only one Party owes a debt or obligation to the other during the monthly billing period, including, but not limited to, any related damage amounts calculated pursuant to Article Four, interest, and payments or credits, that Party shall pay such sum in full when due.

Attachment Staff Report Item 13H
18 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

6.6 Security. Unless the Party benefiting from Performance Assurance or a guaranty notifies the other Party in writing, and except in connection with a liquidation and termination in accordance with Article Five, all amounts netted pursuant to this Article Six shall not take into account or include any Performance Assurance or guaranty which may be in effect to secure a Party’s performance under this Agreement.

6.7 Payment for Options. The premium amount for the purchase of an Option shall be paid within two (2) Business Days of receipt of an invoice from the Option Seller. Upon exercise of an Option, payment for the Product underlying such Option shall be due in accordance with Section 6.1.

6.8 Transaction Netting. If the Parties enter into one or more Transactions, which in conjunction with one or more other outstanding Transactions, constitute Offsetting Transactions, then all such Offsetting Transactions may by agreement of the Parties, be netted into a single Transaction under which:
(a) the Party obligated to deliver the greater amount of Energy will deliver the difference between the total amount it is obligated to deliver and the total amount to be delivered to it under the Offsetting Transactions, and (b) the Party owing the greater aggregate payment will pay the net difference owed between the Parties.

Each single Transaction resulting under this Section shall be deemed part of the single, indivisible contractual arrangement between the parties, and once such resulting Transaction occurs, outstanding obligations under the Offsetting Transactions which are satisfied by such offset shall terminate.

ARTICLE SEVEN: LIMITATIONS

7.1 Limitation of Remedies, Liability and Damages. EXCEPT AS SET FORTH

HEREIN, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. 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 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. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, THE OBLIGOR’S LIABILITY SHALL BE LIMITED

TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL

BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN

PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL,

INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR Attachment Staff Report Item 13H
19 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

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 TO THE CAUSE OR

CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY,

WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER

ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE

DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN

ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED

HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.

ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS

8.1 Party A Credit Protection. The applicable credit and collateral requirements shall be as specified on the Cover Sheet. If no option in Section 8.1(a) is specified on the Cover Sheet, Section 8.l(a) Option C shall apply exclusively. If none of Sections 8.1(b), 8.1(c) or

8.1(d) are specified on the Cover Sheet, Section 8.1(b) shall apply exclusively. (a) Financial Information. Option A: If requested by Party A, Party B shall deliver (i) within 120 days following the end of each fiscal year, a copy of Party B’s annual report containing audited consolidated financial statements for such fiscal year and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of Party B’s quarterly report containing unaudited consolidated financial statements for such fiscal quarter.

In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as Party B diligently pursues the preparation, certification and delivery of the statements.

Option B: If requested by Party A, Party B shall deliver (i) within 120 days following the end of each fiscal year, a copy of the annual report containing audited consolidated financial statements for such fiscal year for the party(s) specified on the Cover Sheet and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of quarterly report containing unaudited consolidated financial statements for such fiscal quarter for the party(s) specified on the Cover Sheet. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements.

Option C: Party A may request from Party B the information specified in the Cover Sheet.

Attachment Staff Report Item 13H
20 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (b) Credit Assurances. If Party A has reasonable grounds to believe that Party B’s creditworthiness or performance under this Agreement has become unsatisfactory, Party A will provide Party B with written notice requesting Performance Assurance in an amount determined by Party A in a commercially reasonable manner. Upon receipt of such notice Party B shall have three (3) Business Days to remedy the situation by providing such Performance Assurance to Party A. In the event that Party B fails to provide such Performance Assurance, or a guaranty or other credit assurance acceptable to Party A within three (3) Business Days of receipt of notice, then an Event of Default under Article Five will be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement. (c) Collateral Threshold. If at any time and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to Party A plus Party B’s Independent Amount, if any, exceeds the Party B Collateral Threshold, then Party A, on any Business Day, may request that Party B provide Performance Assurance in an amount equal to the amount by which the Termination Payment plus Party B’s Independent Amount, if any, exceeds the Party B Collateral Threshold (rounding upwards for any fractional amount to the next Party B Rounding Amount) (“Party B Performance Assurance”), less any Party B Performance Assurance already posted with Party A. Such Party B Performance Assurance shall be delivered to Party A within three (3) Business Days of the date of such request. On any Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to cash), Party B, at its sole cost, may request that such Party B Performance Assurance be reduced correspondingly to the amount of such excess Termination Payment plus Party B’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Party B Rounding Amount). In the event that Party B fails to provide Party B Performance Assurance pursuant to the terms of this Article Eight within three (3) Business Days, then an Event of Default under Article Five shall be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement.

For purposes of this Section 8.1(c), the calculation of the Termination Payment shall be calculated pursuant to Section 5.3 by Party A as if all outstanding Transactions had been liquidated, and in addition thereto, shall include all amounts owed but not yet paid by Party B to Party A, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions.
(d) Downgrade Event. If at any time there shall occur a Downgrade Event in respect of Party B, then Party A may require Party B to provide Performance Assurance in an amount determined by Party A in a commercially reasonable manner. In the event Party B shall fail to provide such Performance Assurance or a guaranty or other credit assurance acceptable to Party A within three (3) Business Days of receipt of notice, then an Event of Default shall be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement.
(e) If specified on the Cover Sheet, Party B shall deliver to Party A, prior to or concurrently with the execution and delivery of this Master Agreement a guarantee in an amount not less than the Guarantee Amount specified on the Cover Sheet and in a form reasonably acceptable to Party A.

Attachment Staff Report Item 13H
21 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

8.2 Party B Credit Protection. The applicable credit and collateral requirements shall be as specified on the Cover Sheet. If no option in Section 8.2(a) is specified on the Cover Sheet, Section 8.2(a) Option C shall apply exclusively. If none of Sections 8.2(b), 8.2(c) or

8.2(d) are specified on the Cover Sheet, Section 8.2(b) shall apply exclusively. (a) Financial Information. Option A: If requested by Party B, Party A shall deliver (i) within 120 days following the end of each fiscal year, a copy of Party A’s annual report containing audited consolidated financial statements for such fiscal year and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of such Party’s quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as such Party diligently pursues the preparation, certification and delivery of the statements.

Option B: If requested by Party B, Party A shall deliver (i) within 120 days following the end of each fiscal year, a copy of the annual report containing audited consolidated financial statements for such fiscal year for the party(s) specified on the Cover Sheet and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of quarterly report containing unaudited consolidated financial statements for such fiscal quarter for the party(s) specified on the Cover Sheet. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements.

Option C: Party B may request from Party A the information specified in the Cover Sheet.
(b) Credit Assurances. If Party B has reasonable grounds to believe that Party A’s creditworthiness or performance under this Agreement has become unsatisfactory, Party B will provide Party A with written notice requesting Performance Assurance in an amount determined by Party B in a commercially reasonable manner. Upon receipt of such notice Party A shall have three (3) Business Days to remedy the situation by providing such Performance Assurance to Party B. In the event that Party A fails to provide such Performance Assurance, or a guaranty or other credit assurance acceptable to Party B within three (3) Business Days of receipt of notice, then an Event of Default under Article Five will be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. (c) Collateral Threshold. If at any time and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to Party B plus Party A’s Independent Amount, if any, exceeds the Party A Collateral Threshold, then Party B, on any Business Day, may request that Party A provide Performance Assurance in an amount equal to the amount by which the Termination Payment plus Party A’s Independent Amount, if any, exceeds the Party A Collateral Attachment Staff Report Item 13H
22 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Threshold (rounding upwards for any fractional amount to the next Party A Rounding Amount) (“Party A Performance Assurance”), less any Party A Performance Assurance already posted with Party B. Such Party A Performance Assurance shall be delivered to Party B within three (3) Business Days of the date of such request. On any Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to cash), Party A, at its sole cost, may request that such Party A Performance Assurance be reduced correspondingly to the amount of such excess Termination Payment plus Party A’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Party A Rounding Amount). In the event that Party A fails to provide Party A Performance Assurance pursuant to the terms of this Article Eight within three (3) Business Days, then an Event of Default under Article Five shall be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement.

For purposes of this Section 8.2(c), the calculation of the Termination Payment shall be calculated pursuant to Section 5.3 by Party B as if all outstanding Transactions had been liquidated, and in addition thereto, shall include all amounts owed but not yet paid by Party A to Party B, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions.
(d) Downgrade Event. If at any time there shall occur a Downgrade Event in respect of Party A, then Party B may require Party A to provide Performance Assurance in an amount determined by Party B in a commercially reasonable manner. In the event Party A shall fail to provide such Performance Assurance or a guaranty or other credit assurance acceptable to Party B within three (3) Business Days of receipt of notice, then an Event of Default shall be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement.
(e) If specified on the Cover Sheet, Party A shall deliver to Party B, prior to or concurrently with the execution and delivery of this Master Agreement a guarantee in an amount not less than the Guarantee Amount specified on the Cover Sheet and in a form reasonably acceptable to Party B.

8.3 Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either or both Parties deliver Performance Assurance hereunder, each Party (a “Pledgor”) hereby grants to the other Party (the “Secured Party”) a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all cash collateral and cash equivalent collateral and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of, such Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s first-priority security interest in, and lien on (and right of setoff against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default or an Early Termination Date, the Non-Defaulting Party may do any one or more of the following: (i) exercise any of the rights and remedies of a Secured Party with respect to all Performance Assurance, including any such rights and remedies under law then in effect; (ii) exercise its rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding Attachment Staff Report Item 13H
23 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Letter of Credit issued for its benefit; and (iv) liquidate all Performance Assurance then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Pledgor’s obligations under the Agreement (the Pledgor remaining liable for any amounts owing to the Secured Party after such application), subject to the Secured Party’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

ARTICLE NINE: GOVERNMENTAL CHARGES

9.1 Cooperation. Each Party shall use reasonable efforts to implement the provisions of and to administer this Master Agreement in accordance with the intent of the parties to minimize all taxes , so long as neither Party is materially adversely affected by such efforts.

9.2 Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any government authority(“Governmental Charges”) on or with respect to the Product or a Transaction arising prior to the Delivery Point. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Product or a Transaction at and from the Delivery Point (other than ad valorem, franchise or income taxes which are related to the sale of the Product and are, therefore, the responsibility of the Seller). In the event Seller is required by law or regulation to remit or pay Governmental Charges which are Buyer’s responsibility hereunder, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by law or regulation to remit or pay Governmental Charges which are Seller’s responsibility hereunder, Buyer may deduct the amount of any such Governmental Charges from the sums due to Seller under Article 6 of this Agreement. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under the law.

ARTICLE TEN: MISCELLANEOUS

10.1 Term of Master Agreement. The term of this Master Agreement shall commence on the Effective Date and shall remain in effect until terminated by either Party upon (thirty) 30 days’ prior written notice; provided, however, that such termination shall not affect or excuse the performance of either Party under any provision of this Master Agreement that by its terms survives any such termination and, provided further, that this Master Agreement and any other documents executed and delivered hereunder shall remain in effect with respect to the Transaction(s) entered into prior to the effective date of such termination until both Parties have fulfilled all of their obligations with respect to such Transaction(s), or such Transaction(s) that have been terminated under Section 5.2 of this Agreement.

10.2 Representations and Warranties. On the Effective Date and the date of entering into each Transaction, each Party represents and warrants to the other Party that:
(i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;
Attachment Staff Report Item 13H
24 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (ii) it has all regulatory authorizations necessary for it to legally perform its obligations under this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3); (iii) the execution, delivery and performance of this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3) are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it;
(iv) this Master Agreement, each Transaction (including any Confirmation accepted in accordance with Section 2.3), and each other document executed and delivered in accordance with this Master Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms; subject to any Equitable Defenses. (v) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt;
(vi) there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3);
(vii) no Event of Default or Potential Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3);
(viii) it is acting for its own account, has made its own independent decision to enter into this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3) and as to whether this Master Agreement and each such Transaction (including any Confirmation accepted in accordance with Section 2.3) is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3);
(ix) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code;
Attachment Staff Report Item 13H
25 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (x) it has entered into this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3) in connection with the conduct of its business and it has the capacity or ability to make or take delivery of all Products referred to in the Transaction to which it is a Party;
(xi) with respect to each Transaction (including any Confirmation accepted in accordance with Section 2.3) involving the purchase or sale of a Product or an Option, it is a producer, processor, commercial user or merchant handling the Product, and it is entering into such Transaction for purposes related to its business as such; and
(xii) the material economic terms of each Transaction are subject to individual negotiation by the Parties.

10.3 Title and Risk of Loss. Title to and risk of loss related to the Product shall transfer from Seller to Buyer at the Delivery Point. Seller warrants that it will deliver to Buyer the Quantity of the 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.

10.4 Indemnity. Each Party shall indemnify, defend and hold harmless the other Party from and against any Claims arising from or out of any event, circumstance, act or incident first occurring or existing during the period when control and title to Product is vested in such Party as provided in Section 10.3. Each Party shall indemnify, defend and hold harmless the other Party against any Governmental Charges for which such Party is responsible under Article Nine.

10.5 Assignment. Neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent may be withheld in the exercise of its sole discretion; provided, however, either Party may, without the consent of the other Party (and without relieving itself from liability hereunder), (i) transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangements, (ii) transfer or assign this Agreement to an affiliate of such Party which affiliate’s creditworthiness is equal to or higher than that of such Party, or (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets whose creditworthiness is equal to or higher than that of such Party; provided, however, that in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof and so long as the transferring Party delivers such tax and enforceability assurance as the non-transferring Party may reasonably request.

10.6 Governing Law. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF

THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED,

ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH

PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

Attachment Staff Report Item 13H
26 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

10.7 Notices. All notices, requests, statements or payments shall be made as specified in the Cover Sheet. Notices (other than scheduling requests) shall, unless otherwise specified herein, be in writing and may be delivered by hand delivery, United States mail, overnight courier service or facsimile. Notice by facsimile or hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent. A Party may change its addresses by providing notice of same in accordance herewith.

10.8 General. This Master Agreement (including the exhibits, schedules and any written supplements hereto), the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any Confirmation accepted in accordance with Section 2.3) constitute the entire agreement between the Parties relating to the subject matter. Notwithstanding the foregoing, any collateral, credit support or margin agreement or similar arrangement between the Parties shall, upon designation by the Parties, be deemed part of this Agreement and shall be incorporated herein by reference. This Agreement shall be considered for all purposes as prepared through the joint efforts of the parties and shall 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. Except to the extent herein provided for, no amendment or modification to this Master Agreement shall be enforceable unless reduced to writing and executed by both Parties. Each Party agrees if it seeks to amend any applicable wholesale power sales tariff during the term of this Agreement, such amendment will not in any way affect outstanding Transactions under this Agreement without the prior written consent of the other Party. Each Party further agrees that it will not assert, or defend itself, on the basis that any applicable tariff is inconsistent with this Agreement. This Agreement shall not impart any rights enforceable by any third party (other than a permitted successor or assignee bound to this Agreement). Waiver by a Party of any default by the other Party shall not be construed as a waiver of any other default. Any provision declared or rendered unlawful by any applicable court of law or regulatory agency or deemed unlawful because of a statutory change (individually or collectively, such events referred to as “Regulatory Event”) will not otherwise affect the remaining lawful obligations that arise under this Agreement; and provided, further, that if a Regulatory Event occurs, the Parties shall use their best efforts to reform this Agreement in order to give effect to the original intention of the Parties. The term “including” when used in this Agreement shall be by way of example only and shall not be considered in any way to be in limitation. The headings used herein are for convenience and reference purposes only. All indemnity and audit rights shall survive the termination of this Agreement for twelve (12) months. This Agreement shall be binding on each Party’s successors and permitted assigns.

10.9 Audit. Each Party has the right, at its sole expense and during normal working hours, to examine the records of the other Party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made pursuant to this Master Agreement. If requested, a Party shall provide to the other Party statements evidencing the Quantity delivered at the Delivery Point. If any such examination reveals any inaccuracy in any statement, the necessary adjustments in such statement and the payments thereof will be made promptly and shall bear interest calculated at the Interest Rate from the date the overpayment or underpayment was made until paid; provided, however, that no adjustment for any statement or payment will be Attachment Staff Report Item 13H
27 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association made unless objection to the accuracy thereof was made prior to the lapse of twelve (12) months from the rendition thereof, and thereafter any objection shall be deemed waived.

10.10 Forward Contract. The Parties acknowledge and agree that all Transactions constitute “forward contracts” within the meaning of the United States Bankruptcy Code.

10.11 Confidentiality. If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement to a third party (other than the Party’s employees, lenders, counsel, accountants or advisors who have a need to know such information and have agreed to keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation.

Attachment Staff Report Item 13H
28 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

SCHEDULE M
(THIS SCHEDULE IS INCLUDED IF THE APPROPRIATE BOX ON THE COVER

SHEET IS MARKED INDICATING A PARTY IS A GOVERNMENTAL ENTITY OR

PUBLIC POWER SYSTEM)
A. The Parties agree to add the following definitions in Article One. “Act” means ______________________________.1
“Governmental Entity or Public Power System” means a
municipality, county, governmental board, public power authority, public utility district, joint action agency, or other similar political subdivision or public entity of the United States, one or more States or territories or any combination thereof.
“Special Fund” means a fund or account of the Governmental Entity or Public Power System set aside and or pledged to satisfy the Public Power System’s obligations hereunder out of which amounts shall be paid to satisfy all of the Public Power System’s obligations under this Master Agreement for the entire Delivery Period.

B. The following sentence shall be added to the end of the definition of “Force Majeure” in Article One.

If the Claiming Party is a Governmental Entity or Public Power System, Force Majeure does not include any action taken by the Governmental Entity or Public Power System in its governmental capacity.

C. The Parties agree to add the following representations and warranties to Section 10.2:

Further and with respect to a Party that is a Governmental Entity or Public Power System, such Governmental Entity or Public Power System represents and warrants to the other Party continuing throughout the term of this Master Agreement, with respect to this Master Agreement and each Transaction, as follows: (i) all acts necessary to the valid execution, delivery and performance of this Master Agreement, including without limitation, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures has or will be taken and performed as required under the Act and the Public Power System’s ordinances, bylaws or other regulations, (ii) all persons making up the governing body of Governmental Entity or Public Power System are the duly elected or appointed incumbents in their positions and hold such 1 Cite the state enabling and other relevant statutes applicable to Governmental Entity or Public Power System.

Attachment Staff Report Item 13H
29 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association positions in good standing in accordance with the Act and other applicable law, (iii) entry into and performance of this Master Agreement by Governmental Entity or Public Power System are for a proper public purpose within the meaning of the Act and all other relevant constitutional, organic or other governing documents and applicable law, (iv) the term of this Master Agreement does not extend beyond any applicable limitation imposed by the Act or other relevant constitutional, organic or other governing documents and applicable law, (v) the Public Power System’s obligations to make payments hereunder are unsubordinated obligations and such payments are (a) operating and maintenance costs (or similar designation) which enjoy first priority of payment at all times under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law or (b) otherwise not subject to any prior claim under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law and are available without limitation or deduction to satisfy all Governmental Entity or Public Power System’ obligations hereunder and under each Transaction or (c) are to be made solely from a Special Fund, (vi) entry into and performance of this Master Agreement and each Transaction by the Governmental Entity or Public Power System will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any obligation of Governmental Entity or Public Power System otherwise entitled to such exclusion, and (vii) obligations to make payments hereunder do not constitute any kind of indebtedness of Governmental Entity or Public Power System or create any kind of lien on, or security interest in, any property or revenues of Governmental Entity or Public Power System which, in either case, is proscribed by any provision of the Act or any other relevant constitutional, organic or other governing documents and applicable law, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets.

D. The Parties agree to add the following sections to Article Three:

Section 3.4 Public Power System’s Deliveries. On the Effective Date and as a condition to the obligations of the other Party under this Agreement, Governmental Entity or Public Power System shall provide the other Party hereto (i) certified copies of all ordinances, resolutions, public notices and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Governmental Entity or Public Power System of this Master Agreement and (ii) an opinion of counsel for Governmental Entity or Public Power System, in form and substance reasonably satisfactory to the Other Party, regarding the validity, binding effect and enforceability of this Master Agreement against Governmental Entity or Public Power System in Attachment Staff Report Item 13H
30 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association respect of the Act and all other relevant constitutional organic or other governing documents and applicable law.

Section 3.5 No Immunity Claim. Governmental Entity or Public Power System warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (a) suit, (b) jurisdiction of court (including a court located outside the jurisdiction of its organization), (c) relief by way of injunction, order for specific performance or recovery of property, (d) attachment of assets, or (e) execution or enforcement of any judgment.

E. If the appropriate box is checked on the Cover Sheet, as an alternative to selecting one of the options under Section 8.3, the Parties agree to add the following section to Article Three:

Section 3.6 Governmental Entity or Public Power System
Security. With respect to each Transaction, Governmental Entity or Public Power System shall either (i) have created and set aside a Special Fund or (ii) upon execution of this Master Agreement and prior to the commencement of each subsequent fiscal year of Governmental Entity or Public Power System during any Delivery Period, have obtained all necessary budgetary approvals and certifications for payment of all of its obligations under this Master Agreement for such fiscal year; any breach of this provision shall be deemed to have arisen during a fiscal period of Governmental Entity or Public Power System for which budgetary approval or certification of its obligations under this Master Agreement is in effect and, notwithstanding anything to the contrary in Article Four, an Early Termination Date shall automatically and without further notice occur hereunder as of such date wherein Governmental Entity or Public Power System shall be treated as the Defaulting Party. Governmental Entity or Public Power System shall have allocated to the Special Fund or its general funds a revenue base that is adequate to cover Public Power System’s payment obligations hereunder throughout the entire Delivery Period.

F. If the appropriate box is checked on the Cover Sheet, the Parties agree to add the following section to Article Eight:

Section 8.4 Governmental Security. As security for payment and performance of Public Power System’s obligations hereunder, Public Power System hereby pledges, sets over, assigns and grants to the other Party a security interest in all of Public Power System’s right, title and interest in and to [specify collateral].

Attachment Staff Report Item 13H
31 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association G. The Parties agree to add the following sentence at the end of Section 10.6 - Governing Law:

NOTWITHSTANDING THE FOREGOING, IN RESPECT OF THE

APPLICABILITY OF THE ACT AS HEREIN PROVIDED, THE LAWS
OF THE STATE OF _____________2 SHALL APPLY.
2 Insert relevant state for Governmental Entity or Public Power System.

Attachment Staff Report Item 13H
32 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS
“Ancillary Services” means any of the services identified by a Transmission Provider in its transmission tariff as “ancillary services” including, but not limited to, regulation and frequency response, energy imbalance, operating reserve-spinning and operating reserve-supplemental, as may be specified in the Transaction. “Capacity” has the meaning specified in the Transaction. “Energy” means three-phase, 60-cycle alternating current electric energy, expressed in megawatt hours.
“Firm (LD)” means, with respect to a Transaction, 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 Four. “Firm Transmission Contingent - Contract Path” means, with respect to a Transaction, that the performance of either Seller or Buyer (as specified in the Transaction) shall be excused, and no damages shall be payable including any amounts determined pursuant to Article Four, if the transmission for such Transaction is interrupted or curtailed and (i) such Party has provided for firm transmission with the transmission provider(s) for the Product in the case of the Seller from the generation source to the Delivery Point or in the case of the Buyer from the Delivery Point to the ultimate sink, and (ii) such interruption or curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the applicable transmission provider’s tariff. This contingency shall excuse performance for the duration of the interruption or curtailment notwithstanding the provisions of the definition of “Force Majeure” in Section 1.23 to the contrary.
“Firm Transmission Contingent - Delivery Point” means, with respect to a Transaction, that the performance of either Seller or Buyer (as specified in the Transaction) shall be excused, and no damages shall be payable including any amounts determined pursuant to Article Four, if the transmission to the Delivery Point (in the case of Seller) or from the Delivery Point (in the case of Buyer) for such Transaction is interrupted or curtailed and (i) such Party has provided for firm transmission with the transmission provider(s) for the Product, in the case of the Seller, to be delivered to the Delivery Point or, in the case of Buyer, to be received at the Delivery Point and (ii) such interruption or curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the applicable transmission provider’s tariff. This transmission contingency excuses performance for the duration of the interruption or curtailment, notwithstanding the provisions of the definition of “Force Majeure” in Section 1.23 to the contrary. Interruptions or curtailments of transmission other than the transmission either immediately to or from the Delivery Point shall not excuse performance “Firm (No Force Majeure)” means, with respect to a Transaction, that if either Party fails to perform its obligation to sell and deliver or purchase and receive the Product, the Party to which performance is owed shall be entitled to receive from the Party which failed to perform an Attachment Staff Report Item 13H
33 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association amount determined pursuant to Article Four. Force Majeure shall not excuse performance of a Firm (No Force Majeure) Transaction.
“Into ______________ (the “Receiving Transmission Provider”), Seller’s Daily Choice” means that, in accordance with the provisions set forth below, (1) the Product shall be scheduled and delivered to an interconnection or interface (“Interface”) either (a) on the Receiving Transmission Provider’s transmission system border or (b) within the control area of the Receiving Transmission Provider if the Product is from a source of generation in that control area, which Interface, in either case, the Receiving Transmission Provider identifies as available for delivery of the Product in or into its control area; and (2) Seller has the right on a daily prescheduled basis to designate the Interface where the Product shall be delivered. An “Into” Product shall be subject to the following provisions:

1. Prescheduling and Notification. Subject to the provisions of Section 6, not later than the prescheduling deadline of 11:00 a.m. CPT on the Business Day before the next delivery day or as otherwise agreed to by Buyer and Seller, Seller shall notify Buyer (“Seller’s Notification”) of Seller’s immediate upstream counterparty and the Interface (the “Designated Interface”) where Seller shall deliver the Product for the next delivery day, and Buyer shall notify Seller of Buyer’s immediate downstream counterparty.

2. Availability of “Firm Transmission” to Buyer at Designated Interface; “Timely Request for Transmission,” “ADI” and “Available Transmission.” In determining availability to Buyer of next-day firm transmission (“Firm Transmission”) from the Designated Interface, a “Timely Request for Transmission” shall mean a properly completed request for Firm Transmission made by Buyer in accordance with the controlling tariff procedures, which request shall be submitted to the Receiving Transmission Provider no later than 30 minutes after delivery of Seller’s Notification, provided, however, if the Receiving Transmission Provider is not accepting requests for Firm Transmission at the time of Seller’s Notification, then such request by Buyer shall be made within 30 minutes of the time when the Receiving Transmission Provider first opens thereafter for purposes of accepting requests for Firm Transmission.

Pursuant to the terms hereof, delivery of the Product may under certain circumstances be redesignated to occur at an Interface other than the Designated Interface (any such alternate designated interface, an “ADI”) either (a) on the Receiving Transmission Provider’s transmission system border or (b) within the control area of the Receiving Transmission Provider if the Product is from a source of generation in that control area, which ADI, in either case, the Receiving Transmission Provider identifies as available for delivery of the Product in or into its control area using either firm or non-firm transmission, as available on a day-ahead or hourly basis (individually or collectively referred to as “Available Transmission”) within the Receiving Transmission Provider’s transmission system.

3. Rights of Buyer and Seller Depending Upon Availability of/Timely Request for Firm Transmission.

A. Timely Request for Firm Transmission made by Buyer, Accepted by the Receiving Transmission Provider and Purchased by Buyer. If a Timely Request for Firm Transmission is made by Buyer and is accepted by the Receiving Transmission Provider Attachment Staff Report Item 13H
34 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association and Buyer purchases such Firm Transmission, then Seller shall deliver and Buyer shall receive the Product at the Designated Interface.
i. If the Firm Transmission purchased by Buyer within the Receiving Transmission Provider’s transmission system from the Designated Interface ceases to be available to Buyer for any reason, or if Seller is unable to deliver the Product at the Designated Interface for any reason except Buyer’s non-performance, then at Seller’s choice from among the following, Seller shall: (a) to the extent Firm Transmission is available to Buyer from an ADI on a day-ahead basis, require Buyer to purchase such Firm Transmission from such ADI, and schedule and deliver the affected portion of the Product to such ADI on the basis of Buyer’s purchase of Firm Transmission, or (b) require Buyer to purchase non-firm transmission, and schedule and deliver the affected portion of the Product on the basis of Buyer’s purchase of non-firm transmission from the Designated Interface or an ADI designated by Seller, or (c) to the extent firm transmission is available on an hourly basis, require Buyer to purchase firm transmission, and schedule and deliver the affected portion of the Product on the basis of Buyer’s purchase of such hourly firm transmission from the Designated Interface or an ADI designated by Seller.
ii. If the Available Transmission utilized by Buyer as required by Seller pursuant to Section 3A(i) ceases to be available to Buyer for any reason, then Seller shall again have those alternatives stated in Section 3A(i) in order to satisfy its obligations.
iii. Seller’s obligation to schedule and deliver the Product at an ADI is subject to Buyer’s obligation referenced in Section 4B to cooperate reasonably therewith. If Buyer and Seller cannot complete the scheduling and/or delivery at an ADI, then Buyer shall be deemed to have satisfied its receipt obligations to Seller and Seller shall be deemed to have failed its delivery obligations to Buyer, and Seller shall be liable to Buyer for amounts determined pursuant to Article Four.
iv. In each instance in which Buyer and Seller must make alternative scheduling arrangements for delivery at the Designated Interface or an ADI pursuant to Sections 3A(i) or (ii), and Firm Transmission had been purchased by both Seller and Buyer into and within the Receiving Transmission Provider’s transmission system as to the scheduled delivery which could not be completed as a result of the interruption or curtailment of such Firm Transmission, Buyer and Seller shall bear their respective transmission expenses and/or associated congestion charges incurred in connection with efforts to complete delivery by such alternative scheduling and delivery arrangements. In any instance except as set forth in the immediately preceding sentence, Buyer and Seller must make alternative scheduling arrangements for delivery at the Designated Interface or an ADI under Sections 3A(i) or (ii), Seller shall be responsible for any additional transmission purchases and/or associated congestion charges incurred by Buyer in connection with such alternative scheduling arrangements.

Attachment Staff Report Item 13H
35 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association B. Timely Request for Firm Transmission Made by Buyer but Rejected by the Receiving Transmission Provider. If Buyer’s Timely Request for Firm Transmission is rejected by the Receiving Transmission Provider because of unavailability of Firm Transmission from the Designated Interface, then Buyer shall notify Seller within 15 minutes after receipt of the Receiving Transmission Provider’s notice of rejection (“Buyer’s Rejection Notice”). If Buyer timely notifies Seller of such unavailability of Firm Transmission from the Designated Interface, then Seller shall be obligated either (1) to the extent Firm Transmission is available to Buyer from an ADI on a day-ahead basis, to require Buyer to purchase (at Buyer’s own expense) such Firm Transmission from such ADI and schedule and deliver the Product to such ADI on the basis of Buyer’s purchase of Firm Transmission, and thereafter the provisions in Section 3A shall apply, or (2) to require Buyer to purchase (at Buyer’s own expense) non-firm transmission, and schedule and deliver the Product on the basis of Buyer’s purchase of non-firm transmission from the Designated Interface or an ADI designated by the Seller, in which case Seller shall bear the risk of interruption or curtailment of the non-firm transmission; provided, however, that if the non-firm transmission is interrupted or curtailed or if Seller is unable to deliver the Product for any reason, Seller shall have the right to schedule and deliver the Product to another ADI in order to satisfy its delivery obligations, in which case Seller shall be responsible for any additional transmission purchases and/or associated congestion charges incurred by Buyer in connection with Seller’s inability to deliver the Product as originally prescheduled. If Buyer fails to timely notify Seller of the unavailability of Firm Transmission, then Buyer shall bear the risk of interruption or curtailment of transmission from the Designated Interface, and the provisions of Section 3D shall apply.

C. Timely Request for Firm Transmission Made by Buyer, Accepted by the Receiving Transmission Provider and not Purchased by Buyer. If Buyer’s Timely Request for Firm Transmission is accepted by the Receiving Transmission Provider but Buyer elects to purchase non-firm transmission rather than Firm Transmission to take delivery of the Product, then Buyer shall bear the risk of interruption or curtailment of transmission from the Designated Interface. In such circumstances, if Seller’s delivery is interrupted as a result of transmission relied upon by Buyer from the Designated Interface, then Seller shall be deemed to have satisfied its delivery obligations to Buyer, Buyer shall be deemed to have failed to receive the Product and Buyer shall be liable to Seller for amounts determined pursuant to Article Four.

D. No Timely Request for Firm Transmission Made by Buyer, or Buyer Fails to Timely Send Buyer’s Rejection Notice. If Buyer fails to make a Timely Request for Firm Transmission or Buyer fails to timely deliver Buyer’s Rejection Notice, then Buyer shall bear the risk of interruption or curtailment of transmission from the Designated Interface. In such circumstances, if Seller’s delivery is interrupted as a result of transmission relied upon by Buyer from the Designated Interface, then Seller shall be deemed to have satisfied its delivery obligations to Buyer, Buyer shall be deemed to have failed to receive the Product and Buyer shall be liable to Seller for amounts determined pursuant to Article Four.

Attachment Staff Report Item 13H
36 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

4. Transmission.

A. Seller’s Responsibilities. Seller shall be responsible for transmission required to deliver the Product to the Designated Interface or ADI, as the case may be. It is expressly agreed that Seller is not required to utilize Firm Transmission for its delivery obligations hereunder, and Seller shall bear the risk of utilizing non-firm transmission. If Seller’s scheduled delivery to Buyer is interrupted as a result of Buyer’s attempted transmission of the Product beyond the Receiving Transmission Provider’s system border, then Seller will be deemed to have satisfied its delivery obligations to Buyer, Buyer shall be deemed to have failed to receive the Product and Buyer shall be liable to Seller for damages pursuant to Article Four.

B. Buyer’s Responsibilities. Buyer shall be responsible for transmission required to receive and transmit the Product at and from the Designated Interface or ADI, as the case may be, and except as specifically provided in Section 3A and 3B, shall be responsible for any costs associated with transmission therefrom. If Seller is attempting to complete the designation of an ADI as a result of Seller’s rights and obligations hereunder, Buyer shall co-operate reasonably with Seller in order to effect such alternate designation.

5. Force Majeure. An “Into” Product shall be subject to the “Force Majeure” provisions in Section 1.23.

6. Multiple Parties in Delivery Chain Involving a Designated Interface. Seller and Buyer recognize that there may be multiple parties involved in the delivery and receipt of the Product at the Designated Interface or ADI to the extent that (1) Seller may be purchasing the Product from a succession of other sellers (“Other Sellers”), the first of which Other Sellers shall be causing the Product to be generated from a source (“Source Seller”) and/or (2) Buyer may be selling the Product to a succession of other buyers (“Other Buyers”), the last of which Other Buyers shall be using the Product to serve its energy needs (“Sink Buyer”). Seller and Buyer further recognize that in certain Transactions neither Seller nor Buyer may originate the decision as to either (a) the original identification of the Designated Interface or ADI (which designation may be made by the Source Seller) or (b) the Timely Request for Firm Transmission or the purchase of other Available Transmission (which request may be made by the Sink Buyer).

Accordingly, Seller and Buyer agree as follows:

A. If Seller is not the Source Seller, then Seller shall notify Buyer of the Designated Interface promptly after Seller is notified thereof by the Other Seller with whom Seller has a contractual relationship, but in no event may such designation of the Designated Interface be later than the prescheduling deadline pertaining to the Transaction between Buyer and Seller pursuant to Section 1.

B. If Buyer is not the Sink Buyer, then Buyer shall notify the Other Buyer with whom Buyer has a contractual relationship of the Designated Interface promptly after Seller notifies Buyer thereof, with the intent being that the party bearing actual responsibility to secure transmission shall have up to 30 minutes after receipt of the Designated Interface to submit its Timely Request for Firm Transmission.

Attachment Staff Report Item 13H
37 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association C. Seller and Buyer each agree that any other communications or actions required to be given or made in connection with this “Into Product” (including without limitation, information relating to an ADI) shall be made or taken promptly after receipt of the relevant information from the Other Sellers and Other Buyers, as the case may be.

D. Seller and Buyer each agree that in certain Transactions time is of the essence and it may be desirable to provide necessary information to Other Sellers and Other Buyers in order to complete the scheduling and delivery of the Product.

Accordingly, Seller and Buyer agree that each has the right, but not the obligation, to provide information at its own risk to Other Sellers and Other Buyers, as the case may be, in order to effect the prescheduling, scheduling and delivery of the Product “Native Load” means the demand imposed on an electric utility or an entity by the requirements of retail customers located within a franchised service territory that the electric utility or entity has statutory obligation to serve.
“Non-Firm” means, with respect to a Transaction, that delivery or receipt of the Product may be interrupted for any reason or for no reason, without liability on the part of either Party. “System Firm” means that the Product will be supplied from the owned or controlled generation or pre-existing purchased power assets of the system specified in the Transaction (the “System”) with non-firm transmission to and from the Delivery Point, unless a different Transmission Contingency is specified in a Transaction. Seller’s failure to deliver shall be excused: (i) by an event or circumstance which prevents Seller from performing its obligations, which event or circumstance was not anticipated as of the date the Transaction was agreed to, which is not within the reasonable control of, or the result of the negligence of, the Seller; (ii) by Buyer’s failure to perform; (iii) to the extent necessary to preserve the integrity of, or prevent or limit any instability on, the System; (iv) to the extent the System or the control area or reliability council within which the System operates declares an emergency condition, as determined in the system’s, or the control area’s, or reliability council’s reasonable judgment; or (v) by the interruption or curtailment of transmission to the Delivery Point or by the occurrence of any Transmission Contingency specified in a Transaction as excusing Seller’s performance. Buyer’s failure to receive shall be excused (i) by Force Majeure; (ii) by Seller’s failure to perform, or (iii) by the interruption or curtailment of transmission from the Delivery Point or by the occurrence of any Transmission Contingency specified in a Transaction as excusing Buyer’s performance.

In any of such events, neither party shall be liable to the other for any damages, including any amounts determined pursuant to Article Four.
“Transmission Contingent” means, with respect to a Transaction, that the performance of either Seller or Buyer (as specified in the Transaction) shall be excused, and no damages shall be payable including any amounts determined pursuant to Article Four, if the transmission for such Transaction is unavailable or interrupted or curtailed for any reason, at any time, anywhere from the Seller’s proposed generating source to the Buyer’s proposed ultimate sink, regardless of whether transmission, if any, that such Party is attempting to secure and/or has purchased for the Product is firm or non-firm. If the transmission (whether firm or non-firm) that Seller or Buyer is attempting to secure is from source to sink is unavailable, this contingency excuses performance for the entire Transaction. If the transmission (whether firm or non-firm) that Seller Attachment Staff Report Item 13H
38 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association or Buyer has secured from source to sink is interrupted or curtailed for any reason, this contingency excuses performance for the duration of the interruption or curtailment notwithstanding the provisions of the definition of “Force Majeure” in Article 1.23 to the contrary.
“Unit Firm” means, with respect to a Transaction, that the Product subject to the Transaction is intended to be supplied from a generation asset or assets specified in the Transaction. Seller’s failure to deliver under a “Unit Firm” Transaction shall be excused: (i) if the specified generation asset(s) are unavailable as a result of a Forced Outage (as defined in the NERC Generating Unit Availability Data System (GADS) Forced Outage reporting guidelines) or (ii) by an event or circumstance that affects the specified generation asset(s) so as to prevent Seller from performing its obligations, which event or circumstance was not anticipated as of the date the Transaction was agreed to, and which is not within the reasonable control of, or the result of the negligence of, the Seller or (iii) by Buyer’s failure to perform. In any of such events, Seller shall not be liable to Buyer for any damages, including any amounts determined pursuant to Article Four.

Attachment Staff Report Item 13H
39 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

EXHIBIT A

MASTER POWER PURCHASE AND SALE AGREEMENT

CONFIRMATION LETTER
This confirmation letter shall confirm the Transaction agreed to on ___________, ___ between __________________________ (“Party A”) and _____________________ (“Party B”) regarding the sale/purchase of the Product under the terms and conditions as follows:

Seller:

Buyer:

Product:
[] Into _________________, Seller’s Daily Choice
[] Firm (LD)
[] Firm (No Force Majeure)
[] System Firm
(Specify System: )
[] Unit Firm
(Specify Unit(s): )
[] Other
[] Transmission Contingency (If not marked, no transmission contingency) [] FT-Contract Path Contingency [] Seller [] Buyer
[] FT-Delivery Point Contingency [] Seller [] Buyer
[] Transmission Contingent [] Seller [] Buyer
[] Other transmission contingency
(Specify: )
Contract Quantity:

Delivery Point:

Contract Price:

Energy Price:

Other Charges:

Attachment Staff Report Item 13H
40 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Confirmation Letter