Agenda packet — Central Coast Community Energy (3CE) Operations Board, October 11, 2023 (part 1 of 2)

Operations Board of Directors
October 11, 2023
10:30am
Central Coast Community Energy
70 Garden Court, Suite 300
Monterey, CA 93940

REMOTE LOCATION VIA TELECONFERENCE
Any interested parties or community members may attend, and participate in, the meeting at the following addresses where Board members may also join the meeting from:

County of Santa Cruz
701 Ocean Street, Third Floor Training Room
Santa Cruz, CA 95060
City of San Luis Obispo
City Hall
990 Palm Street, Council Chambers
San Luis Obispo, CA 93401
City of Santa Maria
City Hall
110 East Cook Street, Council Chambers
Santa Maria, CA 93454
County of Santa Barbara
County Administration Building
105 East Anapamu Street,
Large Conference Room
Santa Barbra, CA 93101
Public may participate through ZOOM. For ZOOM participation please join by computer audio at:
https://us02web.zoom.us/s/82380649701
Or join by phone:
+1 669 900 6833 or +1 669 219 2599
Enter this Webinar ID Number: 823 8064 9701 when prompted. Please note there is no Participant Code, you will press # again after the recording prompts you.

You will be placed in the meeting as an attendee. To make a public comment:
 If joined by computer, please press the button to raise your hand  If joined by phone, please push *9 on your keypad
If you have anything that you wish to be distributed to the Board, please provide 15 copies to a member of 3CE staff or the Board Clerk, who will distribute the information to the Board members and staff.

The public may comment on the consent agenda and matters not listed on the agenda but within the Board's jurisdiction at the opening of the meeting. The Board may not take action at this meeting on any item not listed on the Agenda other than to refer the matter to staff or set it for a future meeting. The public may comment on a specific item listed on this agenda when the Board considers that item.

Speakers are limited to 3 minutes each.

In addition, members of the public may request and receive copies without undue delay of any documents that are distributed to the Board, unless there is a specific exemption under the Public Records Act that prevents the disclosure of the record. (Cal. Gov’t Code Section 54957.5) In compliance with Government Code Section 54957.5, non-exempt writings that are distributed to a majority or all of the Board in advance of a meeting and that relate to an agenda item will be made available at 3CE’s offices located at 70 Garden Court, Suite 300, Monterey, CA 93940 during normal business hours and are also available on the 3CE website located at: https://pub-3ce.escribemeetings.com/ AGENDA

Welcome & Roll Call
Pledge of Allegiance
Corrections or Additions
The Clerk will announce agenda corrections or proposed additions of emergency, urgency, or continued items, which will be acted on by the Board as provided in Section 54954.2 of the California Government Code.

Public Comment on Items on the Consent Calendar and Items Not listed on the Agenda The public may address the Board on the Consent Calendar and any matter within the jurisdiction of the Board but not on the agenda.

CONSENT CALENDAR

1. Approve Minutes from the September 13, 2023, meeting of the Operations Board

2. Receive FY 22-23 Energy Programs Update

3. Receive Regulatory Update

4. Receive the Treasurer’s Report for the period October 1, 2022, through July 31, 2023

REGULAR AGENDA

5. Community Advisory Council Report

6. CEO Report
a. Staffing Update
b. Power Supply Update
c. Finance Update
d. Legislative Update

7. Approve and authorize the CEO to execute a 3-year agreement not-to-exceed $2,398,500 with Yellow Bus Advertising for Marketing and Communications Support Services

8. Approve and authorize the CEO to execute an amended and restated power purchase agreement with San Luis West Solar LLC, and any necessary ancillary documents, in an amount not to exceed $115,000,000 Board member reports and comments
Adjournment
Operations Board of Directors
September 13, 2023
4:30PM
Paso Robles Inn
1103 Spring Street
Paso Robles, CA 93446

MINUTES
The meeting was called to order at 4:30PM with 18 members present and a quorum established.

Directors Present: Campbell, De la Rosa, Espinosa, Garcia, Guertin, Uslar, Huffaker, Imhof, Mendez, Miyasato, Murphy, Palacios, Pia, Hackleman, Wood, Vice Chair Goldstein, Chair Johnson Directors Absent: Lewis, Reynolds
Corrections or Additions
Clerk announced that there were no corrections or additions to the agenda.

The Chair opened the public comment period for the consent calendar and items not listed on the agenda.

No public comments received.

The Chair closed public comment period.

CONSENT CALENDAR
MOTION: Moved by Director Huffaker, seconded by Director De La Rosa to approve the Consent Agenda.

ACTION: The Motion Carried with a voice vote: 17/0/2
AYES: Campbell, De La Rosa, Espinosa, Garcia, Guertin, Uslar, Huffaker, Imhof, Mendez, Miyasato, Murphy, Palacios, Pia, Hackleman, Wood, Vice Chair Goldstein, Chair Johnson NOES: None
ABSENT: Lewis, Reynolds
ABSTAIN: None

1. Approved minutes from the August 9, 2023 meeting of the Operations Board of Directors

2. Approved minutes from the August 24, 2023 special meeting of the Operations Board of Directors

3. Authorized the CEO to execute Amendment No. 2 to the Agreement with Frontier Energy Inc., which supports 3CE’s transportation electrification programs and customers, to extend the term of the agreement by one (1) year to September 30, 2024, with no change to the not to exceed amount

4. Authorized the CEO to execute amendment No. 3 to the AIQUEOUS, LLC amended and restated standard services agreement, which provides back-end support for energy programs, to add$191,985 for a total not to exceed amount of $695,235 and to extend the term of the agreement by one (1) year to September 30, 2024 Page 2 of 186

5. Authorized the CEO to execute an agreement with Boone Graphics for communication and marketing services with a term of September 15, 2023 through September 30, 2026 for a total not to exceed amount of $363,812

6. Authorized CEO to execute a standard services agreement amendment No. 1 through September 30, 2024, with Maher Accountancy for accounting and annual audit assistance services with a not to exceed amount of $545,500

7. Adopted resolution No. OB-2023-02 attesting to the veracity of 3CE's 2022 Power Content Label

8. Received report regarding execution of Pacific Gas and Electric Spring 2023 PCIA Market Offer for Long Term Renewable Energy Credits consistent with April 12, 2023 delegation of authority

9. Received update on FY 2022-23 Energy Programs

10. Received Regulatory Update

11. Received a report on contracts less than $200,000 annually executed in August 2023

12. Received the Treasurer’s Report for the period October 1, 2022, through June 30, 2023

REGULAR AGENDA

13. Authorized the CEO to execute an amended and restated power purchase agreement with SF Jasmine LLC, and any necessary ancillary documents, to increase the size of energy storage system in an amount not to exceed $187,000,000
The Chair opened the public comment period.

No Public Comments Received.

The Chair closed public comment period.

MOTION: Moved by Director Mendez, seconded by Director Miyasato to approve.

14. Support seeking the Policy Board's approval to adopt the Fiscal Year 2023-24 Recommended Budget for Central Coast Community Energy (3CE) including updated Financial Policies and cost-based rate adjustments The Chair opened the public comment period.

No Public Comments Received.

The Chair closed public comment period.

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MOTION: Moved by Director Pia, seconded by Director Miyasato to approve.

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Staff Report Item 2
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Dan Bertoldi, Manager of Energy Programs
SUBJECT: Receive FY 22-23 Energy Programs Update
DATE: October 11, 2023
RECOMMENDATION:

This memorandum recommends that the Operations Board of Directors receive an update on FY 2022- 23 Energy Programs.

DISCUSSION/ANALYSIS:

Attached to this report are status updates on 3CE’s Energy Programs, which includes both Community Programs (Attachment 1) and Member Agency Programs (Attachment 2). These status updates highlight a variety of program performance metrics, including dollars spent or reserved, equipment incentivized, housing units electrified, as well as performance on equity (e.g., dollars going towards income qualified residents).

This report provides for preliminary end of year performance data for each program. Staff will conduct a formal FY 2022-23 Energy Programs Portfolio Evaluation.

FISCAL IMPACT:

There is no fiscal impact associated with this report and update.

ATTACHMENT(S):

1. 3CE Community Energy Programs Update

2. 3CE Member Agency Services Update

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FY 22-23 3CE Community Energy Programs
Provided in this report is an update on FY 22-23 Community Energy Programs implementation activities.

Electric Bus Program
On March 1, 2023, 3CE launched the Electric Bus Program. The Electric Bus Program provides 3CE customers with incentives for the purchase or lease of all-electric school buses and agricultural worker transport buses. The Electric Bus Program is intended to reduce GHG emissions from buses, as well as eliminate harmful pollutants emitted by traditional diesel buses in close proximity to people. This program has an incentive budget of $1.4 million.

On August 31, 2023, 3CE staff closed the application for the FY 2022-23 Electric Bus Program. In FY 2022- 23, 3CE approved two application for a total of $400,000 for an electric school bus that will go towards Title 1 schools in Monterey and Santa Barbara counties.

Electrify Your Home Program
On October 3, 2022, 3CE staff launched the Electrify Your Home Program (EYH) with implementation support from a third-party implementor, Energy Solutions. This residential electrification program provides incentives “midstream” to enrolled contractors who recommend and switch out gas-powered appliances in existing single and multi-family buildings with all-electric heat pump water heating and HVAC technologies. These incentives directly reduce the upfront cost for 3CE customers who make the switch to all-electric heat pump technology. In FY 22/23, 3CE budgeted $1.6 million for EYH.

Contractors enrolled in the statewide TECH Clean California (TECH) program also have access to no-cost workforce education and training focused on electrification design and specification, heat pump installation, building science, and soft skills in sales and marketing. There are 75 licensed contractors enrolled in the TECH program that serve part of 3CE’s service area.

The following table summarizes program performance to date:

Approved & Paid Reserved Total
Single-family $727,100 $291,000 $1,018,100
Multifamily $0 $351,900 $351,900
Low-Income $46,700 $153,300 $200,000
Total $773,800 $796,200 $1,570,000

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New Construction Electrification Program
On October 3, 2022, 3CE staff launched the New Construction Electrification Program (NCEP). This year’s iteration of NCEP provides affordable and farmworker housing developers, and homeowners building Accessory Dwelling Units (ADU), with incentives to build all-electric housing. Housing projects must be built to all-electric standards for all energy utility needs including but not limited to water heating, space heating, and cooking appliances. Incentives will be provided on a per-unit basis and will be provided to developers and homeowners upon successful completion of the project. In FY 22/23, 3CE has budgeted $1.5 million for NCEP.

On August 31, 2023, 3CE staff closed the application for the FY 2022-23 New Construction Electrification Program. In FY 2023-24, staff received and approved seven (7) multi-unit projects totaling $522,500 in funding reservations for a total of 209 affordable housing units. 3CE has also received and approved 22 applications for ADU projects for a total of $110,000. See Figure 1 below for the total program funds reserved by County in FY 22/23. For a full list of all NCEP funds reserved since FY 19/20, please see Appendix A, attached to this document.

Figure 1 (above): Shows NCEP funds distributed by County in FY 22/23.

Electrify Your Ride Program
On November 1, 2022, 3CE staff launched the third iteration of the Electrify Your Ride (EYR) Program.

Building off last year’s program, the Electrify Your Ride Program provides rebates to 3CE customers who purchase or lease an electric vehicle (EV). This program also incorporates rebates for Level 2 EV Chargers, as well as related home electrical upgrades - such as panel upgrades and wiring – to support “EV Readiness”.

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Residential, commercial/agricultural, and public agency customers are welcome to apply. Higher incentive amounts are available through this program for income-qualified customers to promote greater adoption of transportation electrification in disadvantaged and low-income communities.

On August 31, 2023, 3CE staff closed the application for the FY 2022-23 Electrify Your Ride Program. The following figures summarize program performance in FY 2022-23.

Figure 2 (above): Shows Electrify Your Ride funds distributed by County in FY 22/23.

Figure 3 (above): Shows Electrify Your Ride Program funds distributed by Measure type in FY 22/23.

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Figure 4 (above): Shows a breakdown of funds distributed to income-qualified applicants. Tier 1 = 201 - 400% of the Federal Poverty Level (“FPL”); Tier 2 = less than 200% of FPL; N/A = Non-Income Qualified applicants Ag Electrification Program
On December 8, 2022, staff launched the fourth iteration of the Agricultural Electrification Program (“Ag Program”). The Ag Program provides incentives to 3CE customers for the replacement of fossil fuel-powered agricultural equipment with new electric equipment including irrigation pumps, farm tools, tractors, utility vehicles, and other equipment. Incentives are provided “downstream” directly to the customer after proof of purchase and/or installation of equipment.

On August 31, 2023, 3CE staff closed the application for the FY 2022-23 Agriculture Electrification Program. The following figures summarize program performance based on FY 2022-23.

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Figure 5 (above): Shows total funds reserved or distributed by County for the FY 22/23 AG Electrification Program.

Figure 6 (above): Shows Ag Electrification Program funds distributed by equipment type in FY 22/23.

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Appendix A – NCEP Approved Housing Developments, by City Installation City Development Name
Estimated Project
Completion Date
Total Reserved
Funds
Total # of
Housing
Units
(Final) Status
Atascadero Paseo Paloma 11/1/2026 $180,000.00 72 Funds Reserved Buellton Village Senior Apartments 8/31/2024 $122,500.00 49 Funds Reserved Goleta Heritage Ridge 2/28/2025 $102,500.00 41 Funds Reserved Goleta Hollister Lofts 12/31/2023 $90,000.00 36 Funds Reserved Guadalupe Escalante Meadows 6/1/2023 $200,000.00 80 Funds Reserved Hollister Riverview Estates II 4/12/2023 $60,000.00 24 Project Complete Hollister Santana Ranch Apartments 3/1/2023 $139,250.00 56 Funds Reserved Hollister Phase 1 of Santana Ranch Apartments 3/1/2023 $37,500.00 16 Funds Reserved Hollister The Apartments at Santana Ranch, Phase 2 12/31/2023 $137,500.00 55 Funds Reserved Lompac (Unincorporated SB
County) Brisa Encina 7/31/2024 $122,500.00 49 Funds Reserved Lompoc Plaza de la Bandera 10/15/2025 $110,000.00 44 Funds Reserved New Cuyama Perkins Place 4/30/2025 $82,500.00 33 Funds Reserved Paso Robles Vine St Residences 8/1/2024 $22,500.00 9 Funds Reserved Pismo Beach Shell Beach Senior Apartments 5/1/2024 $62,500.00 25 Funds Reserved Pismo Beach Pismo Terrace 7/31/2023 $125,000.00 50 Funds Reserved Salinas 467, 479 E. Market Street 1/31/2025 $156,750.00 84 Funds Reserved San Luis Obispo
Presidio WH SLR 80 Towns, LLC (Williams Homes)
Fig at the Orchard- Tract 3150 2/16/2022 $141,500.00 80 Funds Reserved San Luis Obispo
Presidio WH SLR 120 Lofts Efficiency Units at the
Orchard -Tract 3150 6/15/2022 $214,500.00 120 Funds Reserved San Luis Obispo Iron & Oak 12/31/2022 $29,750.00 17 Project Complete San Luis Obispo Vinifera 10/10/2022 $76,000.00 40 Project Complete San Luis Obispo Broad Street 10/24/2022 $100,000.00 40 Funds Reserved San Luis Obispo Tiburon Place 10/1/2024 $170,000.00 68 Funds Reserved San Luis Obispo Harvest Lofts 3/31/2023 $213,500.00 122 Funds Reserved San Luis Obispo Harvest Vistas 12/31/2024 $26,250.00 15 Funds Reserved San Luis Obispo Avila Ranch - $35,000.00 14 Funds Reserved Santa Babrara Patterson Point 5/15/2025 $60,000.00 24 Funds Reserved Santa Cruz 180 Permanent Supportive Housing Project 7/12/2023 $240,000.00 121 Funds Reserved

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Santa Cruz Pacific Station North 4/30/2025 $237,500.00 95 Funds Reserved Santa Cruz Jessie Street Apartments - $123,500.00 50 Funds Reserved Santa Cruz 1500 Capitola Road Family Housing 6/30/2023 $142,500.00 57 Funds Reserved Santa Cruz Downtown Library Apartments 3/31/2025 $240,000.00 105 Funds Reserved Santa Cruz Calypso 9/30/2024 $87,500.00 35 Funds Reserved Santa Cruz, CA Natural Bridges Apartments 1/5/2025 $50,000.00 20 Funds Reserved Santa Ynez Harry's House 5/26/2023 $150,000.00 60 Funds Reserved Seaside Lower Stilwell Privatized Military Housing 8/31/2022 $240,000.00 96 Project Complete Soledad San Vicente Rentals 6/30/2021 $20,000.00 8 Project Complete Unincorporated Monterey
County East Garrison Apartments 8/30/2023 $165,000.00 66 Funds Reserved Watsonville Miles Lane Family Housing 12/7/2023 $180,000.00 72 Funds Reserved Watsonville Pippin Phase II Apartments 7/9/2024 $200,000.00 80 Funds Reserved Watsonville 1482 Freedom Blvd 11/30/2023 $131,750.00 53 Funds Reserved

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FY 22-23 Member Agency Services
Provided in this report is an update on FY 22-23 Member Agency Services implementation activities.

Reach Code Program
On October 3, 2022, 3CE staff launched the Reach Code Program with program implementation support from a consultant, TRC Engineers. This redesigned program offers stakeholder outreach support and provides no-cost technical assistance to help Member Agencies adopt and implement reach codes.

Support includes presenting to key stakeholders, answering technical questions, attending meetings, developing customized ordinances, reviewing staff presentations and reports, and developing implementation tools to help Member Agencies enforce their reach codes. The Reach Code Program includes recommended model codes for new construction electrification, electric vehicle charging infrastructure, and existing building electrification.

Since launch, four Member Agencies have engaged in the program: City of Watsonville, City of San Luis Obispo, the County of Monterey, and the City of San Juan Bautista. 3CE is also supporting a regional reach code working group effort including the County of Santa Barbara and the Cities of Carpinteria and Goleta and being led by 3C-REN with support from Southern California Edison.

The following table summarizes program performance based on engagement and type of reach code being pursued:

Member Agency Type of Reach Code (NC, EB, EV)
County of Monterey New Construction and Electric Vehicle City of Watsonville New Construction and Electric Vehicle City of San Luis Obispo Existing Buildings
City of San Juan Bautista New Construction and Electric Vehicle On April 17, 2023, the US Court of Appeals for the Ninth Circuit overturned a District Court ruling allowing the City of Berkeley’s adoption of municipal codes that prohibit natural gas infrastructure in newly constructed buildings. Working closely with its partners, 3CE is investigating the implications of the Ninth Circuit Court’s ruling to determine what actions, if any, should be taken.

Electrify Your Fleet Program
On December 15, 2022, 3CE staff launched the Electrify Your Fleet (EYF) program. EYF provides incentives to Member Agencies to offset the cost of the purchase/lease of light duty, medium duty, and heavy-duty battery electric vehicles. These incentives are available as a post-purchase rebate or as a pre-purchase reservation.

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On August 31, 2023, 3CE staff closed the application for the FY 2022-23 Electrify Your Fleet Program. The following figures summarize program performance in FY 2022-23.

Figure 1 (above): Shows Electrify Your Fleet funds distributed by Organization in FY 22/23 Figure 2 (above): Shows Electrify Your Fleet Program funds distributed by Vehicle Class in FY 22/23.

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Charge Your Fleet Program
On December 15, 2022, 3CE staff launched the Charge Your Fleet (CYF) program. CYF is the complement to EYF and provides incentives to Member Agencies to offset the cost of the purchase and construction/installation of electric vehicle charging infrastructure. Charging stations may be either public facing or located in a private parking lot and can be either Level 2 and/or Level 3 (“DC Fast Charger”) chargers. These incentives are available as a post-purchase rebate or as a pre-purchase reservation.

On August 31, 2023, 3CE staff closed the application for the FY 2022-23 Electrify Your Fleet Program. The following figures summarize program performance in FY 2022-23.

Figure 3 (above): Shows Charge Your Fleet funds distributed by Organization in FY 22/23

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Figure 4 (above): Shows Charge Your Fleet Program funds distributed by equipment type in FY 22/23.

Member Agency Building and Transportation Electrification Working Groups 3CE has established and is facilitating working groups focused on building and transportation electrification to drive participation in existing programs and inform future program design; identify common needs, barriers, and scalable solutions for regional electrification; and identify and share resources between Member Agencies and 3CE.

The Building Electrification Working Group (TEWG) met on July 27, 2023, which featured a presentation from TRC Engineers, 3CE’s third-party implementor for the Reach Code Program, where they discussed “Electric Preferred 2.0” Reach Codes.

Below is the proposed schedule for future BEWG and TEWG meetings.

BEWG TEWG
October 26 November 16
Plan Your Fleet Program
On June 1, 2023, 3CE launched the Plan Your Fleet Program to provide no-cost planning, design, and engineering consultation to 3CE Member Agencies to accelerate fleet electrification and development of electric vehicle charging infrastructure across the 3CE service area. Since launching the Program, 3CE’s third-party implementor, Optony, has engaged with and is providing technical assistance to five (5) Member Agencies.

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The following table summarizes program performance based on engagement and type of technical assistance being pursued:

Member Agency Technical Assistance Services
City of Santa Maria Charging Infrastructure Plan
City of Monterey Charging Infrastructure Plan
City of Watsonville Charging Infrastructure Plan
City of Capitola Fleet Replacement and Charging Infrastructure Plans City of Carpinteria Fleet Replacement and Charging Infrastructure Plans Broadband Access Initiative
Through the Broadband Access Initiative, 3CE is collaborating with Member Agencies, Regional Broadband Consortia, economic development agencies, and community-based organizations to support two regional broadband projects. 3CE will establish an agreement with Member Agencies to support work that (1) addresses economic development, employment opportunities, and digital equity and (2) enhances 3CE customer engagement and enables customer participation in programs. Member Agencies will, in turn, coordinate with economic development agencies and community-based organizations to conduct projects working with underserved customers across 3CE’s service area, particularly in rural regions, disadvantaged communities, and areas impacted by flooding. 3CE staff is in the process of finalizing two agreements that will be executed by the end of FY 22/23.

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Staff Report Item 3
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Jerri Strickland, Policy Advisor
SUBJECT: Receive Regulatory Update
DATE: October 11, 2023
RECOMMENDATION: Information Item Only.

DISCUSSION/ANALYSIS:

Please find attached 3CE’s Regulatory Update, providing the latest information on the following:
 Resource Adequacy (RA)
 Provider of Last Resort (POLR)
 Load Management Standards (LMS) and Real-Time Pricing  Demand Flexibility
 Preventing Disconnections
 Bioenergy Market Adjustment Tariff (BioMAT)
 Net Billing Tariff (NBT)
 Integrated Resource Planning (IRP)
CONCLUSION:

This is an informational item only.

ATTACHMENT(S):

1. Regulatory Update

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Regulatory Update
October 11, 2023

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Table of Contents
REGULATORY UPDATE......................................................................................................................................................... 3 Resource Adequacy (RA)................................................................................................................................................. 3 Provider of Last Resort (POLR) and Emergency Transition Planning ......................................................... 3 Load Management Standards (LMS) and Real-Time Pricing............................................................................ 4 Demand Flexibility............................................................................................................................................................. 4 Preventing Disconnections............................................................................................................................................. 5 Bioenergy Market Adjustment Tariff (BioMAT).................................................................................................... 5 Net Billing Tariff.................................................................................................................................................................. 5 Integrated Resource Planning (IRP)........................................................................................................................... 6

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REGULATORY UPDATE
Resource Adequacy (RA)
Issue
The Resource Adequacy (RA) program is the California Public Utilities Commission’s (CPUC) main grid reliability planning program. All load serving entities (LSEs) under the CPUC’s jurisdiction, including CCAs, must demonstrate purchase of a specified amount of eligible RA generation capacity each month and year to comply with RA program requirements. Increasing demand for and a decreasing supply of eligible RA capacity over the past five years have resulted in sharply increased prices and unprecedented difficulty procuring sufficient RA to achieve compliance. Over the past year the CPUC has also sought to tie RA compliance to other, unrelated functions such as CCA expansion into new communities.

Status
On June 29th the CPUC passed a Decision setting new rules for the RA program. CCAs seeking to expand service into new communities must now be RA compliant for at least two calendar years first. The CPUC also closed the RA proceeding and there will be no new RA policymaking until at least early 2024.

Next Steps
On July 26th the California Community Choice Association (CalCCA) filed an Application for Rehearing of the Decision challenging the new restrictions on CCA expansion on behalf of all California CCAs. In addition to any CPUC response to this Application, the CPUC will open a new RA proceeding in late 2023.

This proceeding will likely focus on the new slice-of-day RA framework the CPUC approved in 2022, addressing issues with this framework that emerge during the first year of implementation.

Provider of Last Resort (POLR) and Emergency Transition Planning Issue
The Provider of Last Resort (POLR) is the backstop entity that provides electric service to customers of a load serving entity if that LSE fails suddenly. This role has historically been held by the investor-owned utilities (IOUs, namely Pacific Gas & Electric, Southern California Edison, and San Diego Gas & Electric), but this proceeding is establishing a process to allow CCAs and other non-IOU LSEs to become POLR in their service areas.

This proceeding is also considering rules designed to prevent LSE failures that have various implications for 3CE finances and operations. This includes changes to how much money CCAs must post as insurance against their own failure (called the Financial Security Requirement or FSR). 3CE’s FSR has been set at $147,000 since 2018, but that amount is likely to increase with the reforms being considered in this proceeding.

Status
In July parties including CalCCA filed opening and reply briefs, the last opportunity for stakeholder input before the CPUC issues a Proposed Decision on FSR changes in October.

Next Steps
Staff will analyze the Proposed Decision when it arrives, provide feedback through comments and meetings with CPUC staff as appropriate, and incorporate any changes to 3CE’s FSR into internal financial planning.

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Load Management Standards (LMS) and Real-Time Pricing
Issue
The California Energy Commission’s (CEC) updated the Load Management Standard (LMS) regulations now require IOUs, municipal utilities, and CCAs with load greater than 700 GWh/year to upload time-dependent rates to the CEC’s Market Informed Demand Automation Server (MIDAS) platform, develop an LMS Compliance Plan by March 2024, and present to their governing bodies, for approval by the CEC, at least one hourly marginal cost based rate option (often referred to as a real-time rate) for their customers by 2025.

Status
As of July 28, 2023, 3CE’s MIDAS platform updates have been completed.

Next Steps
3CE staff are beginning development of 3CE’s LMS Compliance Plan while also evaluating the CEC regulatory authority to set CCA rate structures. By October 2nd, 3CE will upload our 3CPrime rates into MIDAS making all 3CE’s rates accessible to customers in the platform.

Demand Flexibility
Issue
The CPUC opened this proceeding in 2022 to promote demand flexibility in California in order to improve grid reliability and reduce the cost of grid stress events. While this proceeding does not directly govern CCA ratemaking, 3CE is participating to ensure CCA ratemaking authority is preserved, monitor changes to IOU transmission and distribution rates, address data access issues between IOUs and CCAs that hinder time-dependent rate design, and help prevent cost shifts between bundled and unbundled customers.

This proceeding is also implementing the requirement set by AB 205 in 2022 that the CPUC design an income-graduated fixed charge (IGFC) for all residential electric utility customers by July 1, 2024. The goal is to reduce energy costs for low-income Californians by creating a monthly fixed charge that increases with income, allowing the per-kWh volumetric charge to be lower. While the fixed charge will be on the delivery side of the bill and not affect 3CE operations directly, 3CE staff are following the process to understand how customers’ experience will evolve around 3CE service.

Status
On August 15th the CPUC issued a staff proposal to expand AgFit, a dynamic pricing pilot for agricultural load that is currently a partnership between PG&E and CCA Valley Clean Energy. AgFit offers agricultural customers assistance with water pumping automation, time-varying rates that incentivize pumping during off-peak hours, and on-bill savings plus performance incentives. The CPUC also proposed expanding SCE’s Dynamic Rate Pilot. The CPUC is seeking feedback on what would be needed to expand AgFit and SCE’s Dynamic Rate Pilot to all CCAs.

Next Steps
Staff filed 3CE’s response to the AgFit expansion proposal on September 25th. The comments supported the expansion of the initial AgFiT pilot and requested additional information from the Commission on the other expansion proposals for consideration. Further out, the CPUC is scheduled to release a Proposed Decision in Q2 2024 establishing an IGFC rate structure and pathway for implementation in advance of the July 1, 2024 legislative deadline. Following the Decision each investor-owned utility will

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need to file an Advice Letter applying the approved rate structure to their own ratemaking process. The earliest that any California electricity users could expect to see an IGFC on their bill is September 2026.

Preventing Disconnections
Issue
In June 2020 the CPUC created the Arrearage Management Program (AMP) to help vulnerable Californians, including CCA customers, manage overdue electricity bills and avoid disconnection. For eligible customers the program forgives 1/12 of the customer’s debt for every on-time payment of a current bill, up to $8,000 per customer after twelve on-time payments. Customer debt that is forgiven through the program is paid to 3CE and other load-serving entities out of funds collected from all electricity customers through the Public Purpose Programs charge. The AMP program was originally set to sunset after four years in June 2024.

Impacts
On July 19th the CPUC issued a Proposed Decision extending both AMP and Long-Term Payment Plans for eligible residential customers until October 1, 2026; requiring an AMP evaluation by October 1, 2025; and authorizing a study of medical baseline programs for each IOU service territory. 3CE staff helped develop supportive CalCCA comments and the CPUC approved the Proposed Decision on August 31st.

Next Steps
The AMP program will now be available to 3CE customers through 2026 without interruption. By the end of 2023 the CPUC is expected to release a Proposed Decision on whether to extend another customer assistance pilot 3CE is participating in, the Percentage of Income Payment Plan (PIPP) pilot.

Bioenergy Market Adjustment Tariff (BioMAT)
Issue
BioMAT is a procurement program opened in 2015 to encourage the development of small bioenergy projects in California. The program is unique in that it allows load serving entities (LSEs) contracting with these projects to recover the costs from all California electricity users through the Public Purpose Programs (PPP) charge. In 2021 3CE and other CCAs successfully lobbied legislators to reverse the exclusion of CCAs from BioMAT with the passage of AB 843. AB 843 was the first time CCAs gained access to PPP funding, setting a valuable policy precedent. The CPUC began implementation of AB 843 in October 2022 by opening of a new proceeding to work through the details of CCA participation.

Status
Major issues in the CPUC proceeding have been the approval process for CCA BioMAT contracts, the BioMAT cost recovery process, and management of the BioMAT contract queue to track procurement progress for participating CCAs.

Next Steps
The CPUC is scheduled to release a Proposed Decision by the end of September 2023.

Net Billing Tariff
Issue
In December 2022 the CPUC revised the former Net Energy Metering (NEM) program into the Net Billing Tariff (NBT), also called Solar Billing Plan.

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Status
On August 2nd, a Proposed Decision addressing the remaining items of tariff left in the proceeding was published without mentioning collaboration with CCAs. The six issues addressed were: 1) Virtual-NEM Tariff design, 2) NEM-aggregation sub-tariff design, 3) consumer protections, 4) evaluation of NBT, 5) fuel cell participation in NEM, and 6) implementation of AB 2143.

Next Steps
3CE staff continues to follow the proceeding to understand how changes will impact customer protections, NBT evaluation, push for CCA involvement regarding bill presentation and customer engagement. A final decision and conclusion of the proceeding is expected within the next few weeks.

Integrated Resource Planning (IRP)
Issue
Integrated Resource Planning (IRP) is the CPUC’s greenhouse gas (GHG) reduction planning program.

LSEs must submit IRPs every two years demonstrating that planned future procurement will produce GHG emissions below an assigned benchmark while contributing to a resource fleet that meets sector-wide GHG targets while maintaining grid reliability. LSEs submitted their most recent IRPs in November 2022, and previous IRP cycles have produced the three procurement mandates 3CE must comply with.

Status
This proceeding has three major developments scheduled for Q3-Q4 2023. First, the CPUC will release its analysis of the aggregated 2022 IRPs, which will end the current IRP cycle and may result in another procurement mandate. Second, it will rule on two stakeholder petitions to modify aspects of the current procurement mandates. Third, CPUC staff will release for comment a proposed long-term procurement framework that would replace the ad hoc mandate structure used so far.

Next Steps
Staff will be actively engaged in this proceeding, conducting advocacy around the structure of the long-term framework and incorporating any new mandates or changes to previous ones into internal procurement planning.

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Staff Report Item 4
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Juan Lopez, Director of Finance
SUBJECT: Receive the Treasurer’s Report for the period October 1, 2022, through July 31, 2023 DATE: October 11, 2023
RECOMMENDATION:

Receive the Treasurer’s Report for the period October 1, 2022, through July 31, 2023.

SUMMARY:

For the ten months ending July 31, 2023, operating revenues totaled $369.9 million, while operating expenses totaled $326.3 million for a net operating income of $43.5 million. Non-operating revenue added an additional $7.9 million, tallying a positive change in net position of $51.4 million. These positive results for the ten months are instrumental for the remainder of the fiscal year as higher energy costs and resource adequacy purchases materialize.

FINANCE:

There is no financial impact by receiving this report.

ATTACHMENT(S):

1. July 31, 2023 Treasurer’s Report

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Compiled Financial Statements 1
Compiled Budgetary Comparison Schedule 6
Budget Variance Commentary 9
Financial Dashboard 10
Investment Summary 11
Table of Contents

TREASURER REPORT
Fiscal Year to Date
As of July 31, 2023

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1 ACCOUNTANTS’ COMPILATION REPORT
Board of Directors
Central Coast Community Energy
Management is responsible for the accompanying financial statements of Central Coast Community Energy (a California Joint Powers Authority) which comprise the statement of net position as of July 31, 2023, and the related statement of revenues, expenses, and changes in net position, and the statement of cash flows for the period then ended in accordance with accounting principles generally accepted in the United States of America. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the accompanying statements nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, conclusion, nor provide any assurance on these financial statements.

Management has elected to omit substantially all of the note disclosures required by accounting principles generally accepted in the United States of America in these interim financial statements.

Central Coast Community Energy’s annual audited financial statements include the note disclosures omitted from these interim statements. If the omitted disclosures were included in these financial statements, they might influence the user’s conclusions about the Authority’s financial position, results of operations, and cash flows. Accordingly, these financial statements are not designed for those who are not informed about such matters.

We are not independent with respect to the Authority because we performed certain accounting services that impaired our independence.

Maher Accountancy
San Rafael, CA
September 6, 2023
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com

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Current assets
Cash and cash equivalents 174,879,609 $
Accounts receivable, net of allowance 33,772,212
Accrued revenue 25,034,914
Other receivables 592,088
Loan receivable 187,201
Prepaid expenses 16,703,631
Deposits 5,448,920
Restricted cash 294,000
Investments - held for reserves 65,167,640
Total current assets 322,080,215
Noncurrent assets
Deposits 23,182
Loan receivable 1,520,797
Lease asset, net of amortization 1,482,407
Capital assets, net of depreciation and amortization 595,805 Total noncurrent assets 3,622,191
Total assets 325,702,406
Current liabilities
Accrued cost of electricity 46,199,460
Accounts payable 1,084,122
Other accrued liabilities 1,182,620
User taxes and energy surcharges due to other governments 1,482,148 Lease liability 296,430
Security deposits - energy suppliers 6,501,030
Total current liabilities 56,745,810
Noncurrent liabilities
Security deposits - energy suppliers 9,131,250
Lease liability 1,218,410
Total noncurrent liabilities 10,349,660
Total liabilities 67,095,470
Net investment in capital assets 555,228
Restricted for security collateral 294,000
Unrestricted 257,757,708
Total net position 258,606,936 $

NET POSITION
As of July 31, 2023

STATEMENT OF NET POSITION

CENTRAL COAST COMMUNITY ENERGY
ASSETS

LIABILITIES

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OPERATING REVENUES
Electricity sales, net 369,040,592 $
Liquidated damages 750,000
Other income 84,826
Total operating revenues 369,875,418

OPERATING EXPENSES
Cost of electricity 305,677,115
Contract services 8,191,642
Staff compensation 5,116,596
Other operating expenses 7,021,158
Depreciation and amortization 324,197
Total operating expenses 326,330,708
Operating income (loss) 43,544,710

NONOPERATING REVENUES (EXPENSES)
Interest and investment income 6,442,924
Grant revenue 1,450,969
Financing costs (42,225)
Nonoperating revenues (expenses) 7,851,668
CHANGE IN NET POSITION 51,396,378
Net position at beginning of period 207,210,558
Net position at end of period 258,606,936 $
Ten Months Ended July 31, 2023

AND CHANGES IN NET POSITION

STATEMENT OF REVENUES, EXPENSES

CENTRAL COAST COMMUNITY ENERGY

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CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 382,110,251 $
Receipts from liquidated damages 897,000
Receipts from suppliers 5,512,286
Other operating receipts 84,826
Payments to suppliers for electricity (310,721,812)
Payments for other goods and services (15,215,833)
Payments for staff compensation (5,298,387)
Payments of taxes and energy surcharges to other governments (7,223,504) Net cash provided by operating activities 50,144,827

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Principal payments received of loan receivable 292,002
Receipts from grantor 1,450,969
Net cash provided by non-capital
financing activities 1,742,971

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments of lease liability (205,581)
Payments to acquire capital assets (496,749)
(702,330)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment income received 5,579,636
Proceeds from investment sales 82,341,414
Purchase of investments (114,323,778)
Net cash provided (used) by investing activities (26,402,728) Net change in cash and cash equivalents 24,782,740
Cash and cash equivalents at beginning of year 150,390,869 Cash and cash equivalents at end of period 175,173,609 $ Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted) 174,879,609 $
Restricted cash 294,000
Cash and cash equivalents 175,173,609 $
Ten Months Ended July 31, 2023

STATEMENT OF CASH FLOWS

CENTRAL COAST COMMUNITY ENERGY

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Operating income (loss) 43,544,710 $
Adjustments to reconcile operating income (loss) to net cash provided by operating activities
Depreciation and amortization expense 324,197
Provision for uncollectible accounts 4,168,939
(Increase) decrease in:

Accounts receivable, net 9,166,449
Accrued revenue (6,872,969)
Other receivables 1,564,248
Prepaid expenses (16,395,212)
Deposits 2,845,010
Increase (decrease) in:

Accrued cost of electricity 6,124,878
Accounts payable (513,233)
Other accrued liabilities 146,596
User taxes and energy surcharges due to other governments (459,816) Security deposits - energy suppliers 6,501,030
Net cash provided by operating activities 50,144,827 $

CENTRAL COAST COMMUNITY ENERGY
STATEMENT OF CASH FLOWS (continued)
Ten Months Ended July 31, 2023

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET

CASH PROVIDED BY OPERATING ACTIVITIES

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6 ACCOUNTANTS’ COMPILATION REPORT
Board of Directors
Central Coast Community Energy
Management is responsible for the accompanying special purpose statements of Central Coast Community Energy (a California Joint Powers Authority) which comprise the budgetary comparison schedule and a supplemental budgetary comparison schedule for the period ended July 31, 2023, and for determining that the budgetary basis of accounting is an acceptable financial reporting framework. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the accompanying statement nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, a conclusion, nor provide any assurance on this special purpose budgetary comparison statement.

The special purpose statement is prepared in accordance with the budgetary basis of accounting, which is a basis of accounting other than accounting principles generally accepted in the United States of America. This report is intended for the information of the Board of Directors of the Authority.

Management has elected to omit substantially all of the note disclosures required by accounting principles generally accepted in the United States of America in these interim financial statements.

We are not independent with respect to the Authority because we performed certain accounting services that impaired our independence.

Maher Accountancy
San Rafael, CA
September 6, 2023
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com

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2022/23 YTD
Budget (Amended)
2022/23 YTD
Actual
2022/23 YTD
Budget Variance
(Under) Over
2022/23 YTD
Actual / Budget %
2022/23 Annual
Budget (Amended)
2022/23 Budget
Less Actual
2022/23 Budget
Remaining /
Budget %

REVENUES AND OTHER SOURCES
Electricity sales 380,353,000 $ 376,111,525 $ (4,241,475) $ 99% 463,110,000 $ 86,998,475 $ 19% Less uncollectible accounts (6,250,000) (5,619,964) 630,036 90% (7,500,000) (1,880,036) 25% Net revenue - electricity 374,103,000 370,491,561 (3,611,439) 99% 455,610,000 85,118,439 19% Investment and miscellaneous income 5,156,000 6,527,750 1,371,750 n/a 6,187,000 (340,750) n/a Total revenues and other sources 379,259,000 377,769,311 (1,489,689) 100% 461,797,000 84,027,689 18% EXPENDITURES AND OTHER USESCurrent Expenditures
Cost of energy 306,864,015 319,189,000 (12,324,985) 96% 403,427,000 96,562,985 24% Energy programs (incentives and grants) 13,266,000 5,906,342 (7,359,658) 45% 15,920,000 10,013,658 63% Data manager 2,307,662 2,315,000 (7,338) 100% 2,975,000 667,338 22% Utility service fees 1,507,000 1,479,079 (27,921) 98% 1,808,000 328,921 18% Staffing 7,659,000 5,116,596 (2,542,404) 67% 9,191,000 4,074,404 44% Professional services 2,764,000 1,738,852 (1,025,148) 63% 3,317,000 1,578,148 48% Legal services 1,550,000 946,234 (603,766) 61% 1,860,000 913,766 49% Marketing and customer enrollment 792,000 461,190 (330,810) 58% 951,000 489,810 52% Other general & administration 2,999,000 1,792,251 (1,206,749) 60% 3,599,000 1,806,749 50% Total current expenditures 352,041,000 326,612,221 (25,428,779) 93% 443,048,000 116,435,779 26% Other Uses
Capital outlay 203,000 104,766 (98,234) n/a 203,000 98,234 n/a Total other uses 203,000 104,766 (98,234) n/a 203,000 98,234 Total Expenditures and Other Uses 352,244,000 326,716,987 (25,527,013) 93% 443,251,000 116,534,013 26% Surplus (Deficit) $ 27,015,000 $ 51,052,324 $ 24,037,324 $ 18,546,000 $ (32,506,324) -175% Reserves at end of reporting period: Held for Working Capital 47,300,000 $ Held for Reserves - Cash and Cash Equivalents 122,879,609 Held for Reserves - Investments 65,167,640 Total 235,347,249 $

CENTRAL COAST COMMUNITY ENERGY

SUPPLEMENTAL BUDGETARY COMPARISON SCHEDULE
Ten Months Ended July 31, 2023

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CCA Program Surplus/(Deficit)
per budgetary comparison schedule: 51,052,324 $
Adjustments needed to reconcile to the
changes in net position in the
Statement of Revenues, Expenses
and Changes in Net Position:

Add back GASB 87 lease amortization not in operating budget 163,357 Subtract depreciation expense (324,197)
Add back capital asset acquisitions 504,894
Change in Net Position 51,396,378 $

REVENUES, EXPENSES AND CHANGES IN NET POSITION

CENTRAL COAST COMMUNITY ENERGY

BUDGET RECONCILIATION TO STATEMENT OF
Ten Months Ended July 31, 2023

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Budget Item YTD Variance Comment
Electric Sales Revenue (1.1%) Sales revenue includes revenues actually billed to customers as well as estimated customer usage during the reporting period that is not yet billed.

Cost of Energy (3.9%) Variances in this category are typically due to (1) timing difference between projected and actual REC deliveries, (2) variance from actual to anticipated market prices, and (3) variance from actual to expected volume used by customers. Cost of energy includes scheduling coordinator fees for budget purposes only.

Staffing (33.2%) Staffing expenses are under budget due to the timing of new hires.

Professional Services (37.1%) This category includes accounting, IT, technical and other consultants.

Legal Costs (39.0%) This category includes outside legal costs for regulatory and energy procurement needs.

Marketing and customer enrollment (41.8%) Variance is mostly due to the lower than anticipated costs of recent customer enrollments.

Data Management Services (0.3%) These fees non-discretionary and are charged on a per customer basis.

Utility Service Fees (1.9%) These are PG&E and SCE fees charged on a per customer basis.

Other General & Administrative (40.2%) This category includes occupancy costs, industry membership dues, and other general and administrative costs.

Energy and Related Programs (55.5%) Programs expenses have generally been delayed until future periods Budget Commentary for significant items

CENTRAL COAST COMMUNITY ENERGY
October 1, 2022 through July 31, 2023

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$3.3
$3.4
Act
Bud
$63.6
$54.9
$52.2
$0.0
$10.0
$20.0
$30.0
$40.0
$50.0
$60.0
$70.0
Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep
Actual
Budget
$370.5
$374.1
$455.6
$0.0
$100.0
$200.0
$300.0
$400.0
$500.0
Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep
Actual
Budget
Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep
Actual (T48/T8) 415 407 429 406 370 383 362 399 389 424 Budget 453 425 424 431 393 432 396 419 426 442 456 435
0 50
100
150
200
250
300
350
400
450
500

CUSTOMERS

SALES VOLUME
424 GWh

STD MARGIN
$3.2M (8%)
Δ in NET ASSETS
$3.0M

REVENUE
$41.9M
Cumulative YTD Electricity Sales
Cumulative YTD Direct Margin
(Electricity Sales less Cost of Energy)
Data Definitions:

CUSTOMERS: Count of active customers from Calpine.

REPORTED / SALES VOLUME: Best available estimate of actual meter volume. Currently based on T+8 SQMD Report and T+48 when available.

REVENUE: Total Operating Revenue, net of uncollectible, (excludes Miscellaneous and Interest income).

NON-OP REV: Other uses, primarily Interest Income
ELECTRICITY SALES: Sales from electricity (net of uncollectible).

STD MARGIN: Electricity Sales less cost of energy (Forecasting & scheduling included in Cost of Energy to match budget) ACTUAL: Same as sales volume above
BUDGET: Volumes from FY22/23 budget (not yet updated for amended budget) Monthly Sales Volume (GWh)
Financial Dashboard: July 2023
Margin %

CUSTOMERS
445,000
ACTIVE
July revenue of $41.9M accounts for 424
GWh in net retail consumption.

Year-to-date electricity revenue is $370M
compared to an amended budget of $374M.

YTD Direct Margin (defined as Electricity
Sales less Cost of Energy) of $63.6M is
ahead of amended budget by $8.7M.

The chart to the right shows volume
comparison to budgeted volume.

The charts below display cumulative
revenue and margin $ vs budget.
31%
46%
23%
39%
46%
15%
Res
Com
Ag
YTD Month
50%
44%
6%
40%
44%
16%
Res
Com
Ag
YTD Month
Revenue $41.9
C.O.E. $37.0
OpEx $1.9
Net Income $3.0 8.1%

8.5%
Act
Bud
Margin $
10

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Return of Investments YTD Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep CASH AND CASH EQUIVALENTSRiver City Bank - Money Market and other Interest Earning AccountsFunds Invested - Average Balance $ 68,793,882 $ 70,230,463 $ 70,636,473 $ 68,570,477 $ 76,819,998 $ 92,274,506 $ 105,080,118 104,647,869 $ $ 111,614,272 $ 114,000,514 -$ $ -Gains/Losses/Interest $ 1,838,720 $ 85,008 $ 94,651 $ 119,286 $ 123,533 $ 137,627 $ 205,218 $ 240,392 $ 257,694 $ 273,188 $ 302,124 Average APY 1.48% 1.62% 2.03% 2.16% 2.15% 2.67% 2.76% 2.94% 2.94% 3.18%INVESTMENTSRiver City Bank - Treasury-indexed productsFunds Invested - Average Balance $ 40,162,814 $ 45,259,882 $ 55,127,902 $ 47,699,367 $ 47,828,254 $ 42,893,075 $ 42,856,284 $ 42,594,899 $ 42,768,287 $ 32,732,944 -$ $ - Gains/Losses/Interest $ 1,706,863 67,213.37 146,549.22 207,805 214,163 186,551 167,504 148,003 185,195 177,344 206,535 Average APY 2.01% 3.89% 4.52% 5.39% 4.68% 4.69% 4.14% 5.22% 4.98% 7.57%RBC GAM / Principal Financal Funds Invested - Average Balance $ 75,380,564 $ 75,641,706 $ 75,948,593 $ 76,212,285 $ 76,458,827 $ 76,851,697 $ 77,101,019 $ 77,341,109 $ 77,675,387 $ 77,988,923 -$ $ - Gains/Losses/Interest $ 2,760,839 143,733.97 261,142.30 306,886.17 266,301.86 246,542.46 392,869.54 252,509.11 240,089.34 334,278.08 316,486.41 Average APY 2.29% 4.14% 4.85% 4.19% 3.87% 6.13% 3.93% 3.73% 5.16% 4.87%

CENTRAL COAST COMMUNITY ENERGY
Investment Summary
October 1, 2022 through July 31, 2023
11

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Staff Report Item 5
TO: 3CE Operations Board of Directors
FROM: Seth Capron, Community Advisory Council Chair
SUBJECT: Community Advisory Council Report
DATE: October 11, 2023
RECOMMENDATION:

Receive an oral report from the Community Advisory Council.

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Staff Report Item 6
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
SUBJECT: CEO Report
DATE: October 11, 2023

STAFFING UPDATE
Juan Lopez joins 3CE as the Director of Finance. Juan brings forth a wealth of knowledge in government accounting in the Monterey County, Budget, and Analysis Division. Juan was an integral component to the planning and directing the development of the County’s 1.8 billion budget. Juan developed the County’s general financial policies and debt management policies to meet the County’s long-term goals and objectives to ensure proper monitoring and internal control. Additionally, Juan was the lead staff member to the Board of Supervisor’s Capital Improvement Committee.

Dawn Mathes-Park joins 3CE as the Director of Communications and Outreach. Dawn brings forth a strong background in environmental stewardship, community, and government relations. In both the public and private sectors, Dawn is recognized for building consensus and collaborative partnerships among diverse interest groups, particularly those at the nexus of business, policy, and the environment.

Additionally, Dawn served as an interdepartmental policy advisor for complex and controversial regulations impacting agriculture and environmental resources. She initiated and facilitated stakeholder engagement processes to achieve agreement on the development of new pesticide, water, and land use policies.

Paige Callaghan joins 3CE as an Energy Programs Analyst. Paige is excited to join the 3CE team. Paige holds a master’s in public health in Global Health and Environment (MPH). Her MPH thesis explored the energy equity implications of Community Choice Aggregations in California through a geospatial analysis of CCA development opportunities and an energy programs analysis at one of California’s longest-running CCAs. Paige also earned a Bachelor of Medical Science in One Health from Western University in

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Ontario, Canada, where her research focused on public risk perceptions of community-based renewable energy projects.

POWER SUPPLY UPDATE
On 9/14/23, the Policy Board approved staff’s recommendation to reduce greenhouse gas emissions from existing natural gas facilities by negotiating to install an adjacent battery. This effort will also secure valuable Resource Adequacy product by gaining dispatch control over the facility. A finalized agreement will be presented to a future Operations Board meeting pursuant to 3CE’s normal approval process and in accordance with our Energy Risk Management Policy.

FINANCE UPDATE
Staff have begun reviewing the submission from rate design consultants pursuant to a request for proposals to select a candidate to complete the next cost-of-service study and assist in creating new tariffs in response to CPUC or CEC regulatory direction: such as Net Billing Tariff and Real-Time Pricing. 3CE acquired the service of two financial institutions to begin its diversification of financial institutions to mitigate the risk associated with holding excessive capital reserves with one financial institution. A JP Morgan Chase Commercial Account and a Charles Shwab brokerage account were opened in September 2023. The Chase accounts currently hold cash and is interest bearing and the SCHWAB account invests only in US Treasury bills.

LEGISLATIVE UPDATE
On September 14, the California Legislature passed AB 1373, which authorizes the Department of Water Resources (DWR) to serve as a central procurement entity to help California meet its 2045 carbon-free electricity target, and renewable energy reliability and development goals. Key provisions of the legislation include: authorizing DWR to procure specific "diverse clean energy resources" if requested by the CPUC; requiring electric Investor-Owned Utilities (IOUs) to allocate costs of DWR procurement to all benefiting customers; establishing a new fund for DWR's procurement activities; requiring Load Serving Entities (LSEs) including 3CE, and Publicly-Owned Utilities (POUs) to make "capacity payments" if they fall short on reliability requirements and DWR steps in; and facilitating transmission and distribution of DWR procured electricity. It also provides various timeline and oversight components, including a 2035 sunset date.

AB 1373 addresses concerns raised by the CCA community following the Governor’s initial energy budget trailer bill proposal earlier this year and represents an agreement reached on the issues between the Governor’s office and the legislature in early September. Governor Newsom is expected to sign the bill into law by October 14.

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Staff Report Item 7
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Peter Berridge, Manager of Communications
SUBJECT: Approve and authorize the CEO to execute a 3-year agreement with Yellow Bus, LLC with a not-to-exceed amount of $2,398,500 for marketing and communications support services
DATE: October 11, 2023
RECOMMENDATION:

This recommends the Operations Board approve and authorize the CEO to Execute a 3-year agreement with Yellow Bus, LLC with a not-to-exceed amount of $2,398,500 for marketing and communications support services.

BACKGROUND:

To consolidate marking services, 3CE issued a Request for Proposals (RFP) for marketing and communications support services, including advertising, media buying, graphic design, printing, mailing, video production, photography, language translation services, and customer surveys.

These services support 3CE’s annual customer education campaigns addressing rates and regulations, energy programs promotion, customer service, customer enrollment, and general public engagement.

Nine firms submitted proposals and Yellow Bus, LLC was selected following finalist interviews.

DISCUSSION/ANALYSIS:

The proposed agreement with Yellow Bus, LCC will reduce 3CE’s number of outside marketing vendors to a single partner and will simplify processes, save time and costs, and increase the quality of communications and marketing outcomes. Currently, 3CE’s works with external vendors to perform necessary project management; marketing strategy implementation; advertising/media planning, buying, and reporting; graphic design; customer surveys; translation services; and video and

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photography services. Managing up to five separate vendors to perform these essential functions requires significant staff time and oversight to ensure financial prudence and consistency across related initiatives, messaging, projects, and more.

By consolidating outside marketing vendors to a single, integrated agency, 3CE expects to:
- Streamline communications – Reduce staff time spent passing information between multiple agencies and vendors.
- Improve consistency – Impactful marketing depends on having a consistent message, tone, and visual style. In addition, measuring outreach results will be more straightforward under a single marketing agency offering uniform reporting, which leads to insights and greater clarity on ways to optimize strategy.
- Increase scalability – A partner that understands 3CE’s goals, structure, service offerings, and objectives is well-positioned to meet the agency’s growing needs and brings greater opportunity for alignment across all campaigns and social channels. - Achieve cost savings – Single vendor sourcing typically offers more competitive pricing due to the volume of projects. Project costs will benefit from a clear point of accountability and consistent turnaround time.

Yellow Bus, LLC was selected based on its breadth of services, offering media-buying, graphic design, marketing campaign design and strategy, and data-based metrics tracking in-house. With more than fifteen years of successful operations, extensive knowledge of the communities within our service territory, and an award-winning creative portfolio, Yellow Bus Advertising outranked competing candidates in the RFP and vendor selection process.

The proposed agreement with Yellow Bus, LCC contains a not to exceed amount of $2,398,500 or $799,500 annually to perform project deliverables specified in the RFP, including costs for purchasing ad space, mailing, printing, and other marketing, and communications services that will be sub-contracted by Yellow Bus on 3CE’s behalf. 3CE reserves the right to see all actual invoices for subcontracted services.

FISCAL IMPACT:

The total amount payable by 3CE to Yellow Bus, LLC over the course of 3 fiscal years under this Agreement shall not exceed the sum of $2,398,500 or $799,500 annually, inclusive of a 15% contingency. Approximately half of this annual spending is attributed to the anticipated cost of purchasing advertising space at $360,000. The total cost for Yellow Bus, LLC to deliver all services listed in the contract reflects a 2% reduction from expenditures to procure these services in the prior fiscal year.

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CONCLUSION:

The Operation’s Board authorization for the CEO to execute the 3-year, not-to-exceed $2,398,500 Agreement with Yellow Bus, LLC will enable 3CE’s to reduce costs while continuing to provide effective marketing and communications in support of customers.

ATTACHMENT(S):

1. Standard Services Agreement with Yellow Bus, LLC

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9/26/2023 1 Contract Number: C&O-2023-0041

CENTRAL COAST COMMUNITY ENERGY

STANDARD SERVICES AGREEMENT
This Agreement is made by and between CENTRAL COAST COMMUNITY ENERGY (“3CE”) and Yellow Bus LLC, a California limited liability company (hereinafter “CONTRACTOR”) with its principal place of business located at 207 Monterey Avenue, Suite 100, Capitola, CA 95010. 3CE and CONTRACTOR may be individually referred to herein as “Party” or collectively as “Parties.” In consideration of the mutual covenants and conditions set forth in this Agreement, the Parties agree as follows:

1. GENERAL DESCRIPTION

1.1. 3CE hereby engages CONTRACTOR to perform, and CONTRACTOR hereby agrees to perform, the services described in Exhibits A and B in conformity with the terms of this Agreement.

The goods and/or services are generally described as: Facilitation and Change Management Support.

2. PAYMENT PROVISIONS

2.1. 3CE shall pay the CONTRACTOR in accordance with the payment provisions set forth in Exhibit C, subject to the limitations set forth in this Agreement. The total amount payable by 3CE to CONTRACTOR under this Agreement shall not exceed the sum of $2,398,500.

3. TERM OF AGREEMENT

3.1. The term of this Agreement is from September 15, 2023 until September 30, 2026 unless sooner terminated pursuant to the terms of this Agreement. This Agreement is of no force or effect until signed by both the CONTRACTOR and 3CE, with 3CE’s execution to be last in time.

CONTRACTOR may not commence work under this Agreement before 3CE signs this Agreement.

3.2. 3CE reserves the right to cancel this Agreement, or any extension of this Agreement, without cause with thirty (30) days written notice, or with cause immediately.

4. SCOPE OF SERVICES AND ADDITIONAL PROVISIONS

4.1. The following attached exhibits are incorporated herein by reference and constitute a part of this Agreement:

4.1.1.Exhibit A: Scope of Services

4.1.2. Exhibit B: Proposed Budget

4.1.3.Exhibit C: Payment Terms

4.1.4.Exhibit D: Procedures for Unauthorized Release of Covered Information DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950

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5. PERFORMANCE STANDARDS

5.1. CONTRACTOR warrants that CONTRACTOR and CONTRACTOR’s agents, employees and subcontractors performing services under this Agreement are specially trained, experienced, competent, and appropriately licensed to perform the work and deliver the services required under this Agreement and are not employees of 3CE or immediate family of an employee of 3CE.

5.2. CONTRACTOR and CONTRACTOR’s agents, employees and subcontractors shall perform all work in a safe and skillful manner and in compliance with all applicable laws and regulations. All work performed under this Agreement that is required by law to be performed or supervised by licensed personnel shall be performed in accordance with such licensing requirements.

5.3. CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel necessary to carry out the terms of this Agreement, except as otherwise specified in this Agreement. CONTRACTOR shall not use 3CE premises, property (including equipment, instruments, or supplies) or personnel for any purpose other than in the performance of its obligations under this Agreement.

6. PAYMENT CONDITIONS

6.1. Prices shall remain firm for the initial term of the Agreement and, thereafter, may be adjusted annually as provided herein. 3CE does not guarantee any minimum or maximum amount of dollars to be spent under this Agreement.

6.2. Negotiations for rate changes shall be commenced, by CONTRACTOR, a minimum of ninety days (90) prior to the expiration of the Agreement. Rate changes are not binding unless mutually agreed upon in writing by 3CE and the CONTRACTOR.

6.3. Invoices shall be submitted monthly on a form acceptable to 3CE and provide sufficient detail, as determined by 3CE, of services rendered for the invoiced period.

6.4. 3CE shall certify the invoice for payment in either the amount requested, or in such other amount as 3CE determines is due in conformity with this Agreement. Invoices shall be certified and paid within 45 days of submission to 3CE.

7. TERMINATION

7.1. During the term of this Agreement, 3CE may terminate the Agreement for any reason by giving written notice of termination to the CONTRACTOR at least thirty (30) days prior to the effective date of termination. Such notice shall set forth the effective date of termination. In the event of such termination, the amount payable under this Agreement shall be reduced in proportion to the services provided prior to the date of termination.

7.2. 3CE may cancel and terminate this Agreement for good cause effective immediately upon written notice to CONTRACTOR. “Good cause” includes the failure of CONTRACTOR to perform DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950

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the required services at the time and in the manner provided under this Agreement. If 3CE terminates this Agreement for good cause, 3CE may be relieved of the payment of any consideration to CONTRACTOR, and 3CE may proceed with the work in any manner, which 3CE deems proper. The cost to 3CE shall be deducted from any sum due the CONTRACTOR under this Agreement.

8. INDEMNIFICATION

8.1. CONTRACTOR shall indemnify, defend, and hold harmless 3CE, its Directors, Board members, officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this Agreement by CONTRACTOR and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by 3CE. It is the intent of the parties to this Agreement to provide the broadest possible coverage for 3CE. The CONTRACTOR shall reimburse 3CE for all costs, attorneys’ fees, expenses and liabilities incurred with respect to any litigation in which the CONTRACTOR is obligated to indemnify, defend and hold harmless 3CE under this Agreement.

8.1.1.The CONTRACTOR’s selection of counsel to satisfy CONTRACTOR’s defense and hold harmless obligation as set forth in section 8.1 above, shall be subject to review and approval by 3CE.

8.1.2.Notwithstanding any other provision of this Agreement, 3CE shall be entitled to participate fully in the defense of any claim or action.

9. INSURANCE REQUIREMENTS

9.1. Prior to commencement of this Agreement, the CONTRACTOR shall provide a “Certificate of Insurance” certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, the CONTRACTOR upon request shall provide a certified copy of the policy or policies. This verification of coverage shall be sent to 3CE.

9.2. Without limiting CONTRACTOR’s duty to defend and indemnify, CONTRACTOR shall maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following minimum limits of liability:

9.2.1.1. Commercial General Liability Insurance, including but not limited to premises and operations, including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability, Broad form Property Damage, Independent Contractors, Products and Completed Operations, and cross-liability with a combined single limit for Bodily Injury and Property Damage of not less than $1,000,000 per occurrence, and $1,000,000 in the aggregate.

9.2.1.2. Business Automobile Liability Insurance, covering all motor vehicles, including owned, leased, non-owned, and hired vehicles, used in providing services under this DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950

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Agreement, with a combined single limit for Bodily Injury and Property Damage of not less than $500,000 per occurrence.

9.2.1.3. Workers’ Compensation Insurance, if CONTRACTOR employs others in the performance of this Agreement, in accordance with California Labor Code section 3700 and with Employer’s Liability limits not less than $1,000,000 each person, $1,000,000 each accident and $1,000,000 each disease.

9.2.1.4. Professional Liability Insurance, if required for the professional services being provided, (e.g., those persons authorized by a license to engage in a business or profession regulated by the California Business and Professions Code), in the amount of not less than $1,000,000 per claim and $1,000,000 in the aggregate, to cover liability for malpractice or errors or omissions made in the course of rendering professional services. If professional liability insurance is written on a “claims-made” basis rather than an occurrence basis, the CONTRACTOR shall, upon the expiration or earlier termination of this Agreement, obtain extended reporting coverage (“tail coverage”) with the same liability limits. Any such tail coverage shall continue for at least three years following the expiration or earlier termination of this Agreement.

9.3. Unless otherwise specified by this Agreement, all such insurance shall be written on an occurrence basis, or, if the policy is not written on an occurrence basis, such policy with the coverage required herein shall continue in effect for a period of three years following the date CONTRACTOR completes its performance of services under this Agreement.

9.4. Commercial general liability policy shall provide an endorsement naming 3CE, its Directors, Board members, officers, agents, and employees as Additional Insureds with respect to liability arising out of the CONTRACTOR’S work, including ongoing and completed operations, and shall further provide that such insurance is primary insurance to any insurance or self-insurance maintained by 3CE and that the insurance of the Additional Insureds shall not be called upon to contribute to a loss covered by the CONTRACTOR’S insurance.

10. RECORD AND CONFIDENTIALITY

10.1. CONTRACTOR and its officers, employees, agents, and subcontractors shall comply with any and all federal, state, and local laws, which provide for the confidentiality of records and other information. CONTRACTOR shall not disclose any confidential records or other confidential information received from 3CE or prepared in connection with the performance of this Agreement, unless 3CE specifically permits CONTRACTOR to disclose such records or information. CONTRACTOR shall promptly transmit to 3CE any and all requests for disclosure of any such confidential records or information. CONTRACTOR shall not use any confidential information gained by CONTRACTOR in the performance of this Agreement except for the sole purpose of carrying out CONTRACTOR’s obligations under this Agreement.

10.1.1. Confidential Information specifically includes Covered Information (as defined in Exhibit D), including Protected Personal Information(“PPI”) that identifies, relates to, DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950

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describes, or is capable of being associated with, or could reasonably be linked, directly or indirectly, with a consumer, household, or customer account. All such Covered Information and PPI must fully be protected from disclosure as set forth in California Public Utility Commission Decision D.12-08-045. In the event of an unauthorized release of Covered Information and PPI, CONTRACTOR shall comply with Exhibit D, Procedures for Unauthorized Release of Covered Information.

10.2. Upon expiration or termination of this Agreement, CONTRACTOR shall return to 3CE any 3CE records which CONTRACTOR used or received from 3CE to perform services under this Agreement.

10.3. CONTRACTOR shall prepare, maintain, and preserve all reports and records that may be required by federal, state, and local rules and regulations related to services performed under this Agreement. CONTRACTOR shall maintain such records for a period of at least three years after receipt of final payment under this Agreement. If any litigation, claim, negotiation, audit exception, or other action relating to this Agreement is pending at the end of the three-year period, then CONTRACTOR shall retain said records until such action is resolved.

10.4. 3CE shall have the right to examine, monitor and audit all records, documents, conditions, and activities of the CONTRACTOR and its subcontractors related to services provided under this Agreement. Pursuant to Government Code section 8546.7, if this Agreement involves the expenditure of public funds in excess of $10,000, the parties to this Agreement may be subject, at the request of 3CE or as part of any audit of 3CE, to the examination and audit of the State Auditor pertaining to matters connected with the performance of this Agreement for a period of three years after final payment under the Agreement.

10.5. 3CE shall have a royalty-free, exclusive and irrevocable license to reproduce, publish, and use, and authorize others to do so, all original computer programs, writings, sound recordings, pictorial reproductions, drawings, and other works of similar nature produced in the course of or under this Agreement. CONTRACTOR shall not publish any such material without the prior written approval of 3CE.

11. NON-DISCRIMINATION

11.1. During the performance of this Agreement, CONTRACTOR, and its subcontractors, shall not unlawfully discriminate against any person because of race, religious creed, color, sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age (over 40), or sexual orientation, either in CONTRACTOR’s employment practices or in the furnishing of services to recipients. CONTRACTOR shall ensure that the evaluation and treatment of its employees and applicants for employment and all persons receiving and requesting services are free of such discrimination. CONTRACTOR and any subcontractor shall, in the performance of this Agreement, fully comply with all federal, state, and local laws and regulations which prohibit discrimination. The provision of services primarily or exclusively to DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950

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such target population as may be designated in this Agreement shall not be deemed to be prohibited discrimination.

12. INDEPENDENT CONTRACTOR

12.1. In the performance of work, duties, and obligations under this Agreement, CONTRACTOR is at all times acting and performing as an independent contractor and not as an employee of 3CE. No offer or obligation of permanent employment with 3CE and CONTRACTOR shall not become entitled by virtue of this Agreement to receive from 3CE any form of employee benefits including but not limited to sick leave, vacation, retirement benefits, workers’ compensation coverage, insurance or disability benefits. CONTRACTOR shall be solely liable for and obligated to pay directly all applicable taxes, including federal and state income taxes and social security, arising out of CONTRACTOR’s performance of this Agreement. In connection therewith, CONTRACTOR shall defend, indemnify, and hold 3CE harmless from any and all liability which 3CE may incur because of CONTRACTOR’s failure to pay such taxes.

13. NOTICES

13.1. Notices required under this Agreement shall be delivered personally or by first-class, postage pre-paid mail to 3CE and CONTRACTOR’S contract administrators at the addresses listed below:

Central Coast Community Energy CONTRACTOR
Chief Financial Officer Yellow Bus LLC
70 Garden Court, Suite 300 207 Monterey Avenue, Suite 100 Monterey, CA 93940 Capitola, CA 95010

14. MISCELLANEOUS PROVISIONS

14.1. Conflict of Interest. CONTRACTOR represents that it presently has no interest and agrees not to acquire any interest during the term of this Agreement, which would directly, or indirectly conflict in any manner or to any degree with the full and complete performance of the services required to be rendered under this Agreement.

14.2. Amendment. This Agreement may be amended or modified only by an instrument in writing signed by 3CE and the CONTRACTOR.

14.3. Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed by 3CE and the CONTRACTOR. A waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any other terms or conditions in this Agreement.

14.4. Contractor. The term “CONTRACTOR” as used in this Agreement includes CONTRACTOR’s officers, agents, and employees acting on CONTRACTOR’s behalf in the performance of this Agreement.

DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950

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14.5. Disputes. CONTRACTOR shall continue to perform under this Agreement during any dispute.

14.6. Assignment and Subcontracting. The CONTRACTOR shall not assign, sell, or otherwise transfer its interest or obligations in this Agreement without the prior written consent of 3CE None of the services covered by this Agreement shall be subcontracted without the prior written approval of 3CE. Notwithstanding any such subcontract, CONTRACTOR shall continue to be liable for the performance of all requirements of this Agreement.

14.7. Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of 3CE and CONTRACTOR under this Agreement, to the extent assignable or delegable, shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, and heirs.

14.8. Compliance with Applicable Law. The parties shall comply with all applicable federal, state, and local laws and regulations in performing this Agreement.

14.9. Headings. The headings are for convenience only and shall not be used to interpret the terms of this Agreement.

14.10. Time is of the Essence. Time is of the essence in each and all of the provisions of this Agreement.

14.11. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California.

14.12. Non-exclusive Agreement. This Agreement is non-exclusive and both 3CE and CONTRACTOR expressly reserve the right to contract with other entities for the same or similar services.

14.13. Construction of Agreement. 3CE and CONTRACTOR agree that each party has fully participated in the review and revision of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any amendment to this Agreement.

14.14. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

14.15. Authority. Any individual executing this Agreement on behalf of 3CE or the CONTRACTOR represents and warrants hereby that he or she has the requisite authority to enter into this Agreement on behalf of such party and bind the party to the terms and conditions of this Agreement.

14.16. Integration. This Agreement, including the exhibits, represent the entire Agreement between 3CE and the CONTRACTOR with respect to the subject matter of this Agreement and shall supersede all prior negotiations, representations, or agreements, either written or oral, DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950

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between 3CE and the CONTRACTOR as of the effective date of this Agreement, which is the date that 3CE signs the Agreement.

14.17. Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the provisions of this Agreement and the Provisions of any exhibit or other attachment to this Agreement, the provisions of this Agreement shall prevail and control.

SIGNATURE OF THE PARTIES:

Yellow Bus LLC
BY:________________________________
Austin Sherwood, President
Date: ____________________________
Central Coast Community Energy
BY:____________________________________
Robert Shaw, CEO
Date: ____________________________
Approved as to Form
BY:______________________________________
Charles McKee, General Counsel
Date: ____________________________
Approved as to Financial Terms
BY:______________________________________
Dewayne Woods, Chief Financial Officer
Date: ____________________________
DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 9/26/2023
DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950 9/27/2023
9/27/2023

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Exhibit A: Scope of Services

1. PROJECT MANAGEMENT
• Execute collaboration with 3CE staff regarding project planning and timelines, production, creative direction, messaging, and budget related to all services listed in this RFP. • Upon receiving approval from designated 3CE staff after project kickoff and again after a maximum of 2 project revisions, manage all marketing strategy implementation and brand management, media buying, graphic design, customer survey, printing and mailing, translation, video production and photography projects at strategic direction of 3CE staff. • Provide services (this is preferred) or source independently as needed to fulfill 3CE needs for marketing strategy and brand management, media buying, graphic design, customer survey, management of existing 3CE print and mailing services vendor, translation, video production and photography projects.
• Provide timely written monthly updates that include spending vs. forecasted budget, progress reports on current projects, lead times and planning for upcoming projects. • Duties and responsibilities shall include:
o Supervising and leading projects for timely deliverables and campaign execution o Receiving direction from and collaborating with 3CE staff o Management of sub-contractors
o Managing the project team and delegating tasks
o Conducting team and planning meetings
o Providing reports on project progress as required
o Ensuring project timeline and budget are adhered to
o Managing performance and metric measurement

2. MARKETING STRATEGY IMPLEMENTATION & BRAND MANGEMENT
o In collaboration with 3CE staff and based on 3CE’s existing marketing strategy, conceive and deliver annual Marketing and Advertising Plan document that outlines campaigns, audiences, timeline, assets/resources needed, message focus, estimated costs for billable deliverables, and identifies overall performance metrics. o With a focus on cohesive design as well as consistent message, tone and portrayal of 3CE values, this plan will leverage existing brand message and value proposition to meet 3CE Communications and Outreach Department annual objectives and further agency’s over-arching goals.
o Per the Marketing and Advertising Plan, manage the production of and deliver all related marketing and brand assets and resources.

DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950

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3. ADVERTISING/MEDIA PLANNING, BUYING, AND REPORTING
At the direction of 3CE staff, CONTRACTOR will be responsible for media buying and creation of all related assets. This includes, but is not limited to campaign planning, negotiating, ad design and scripts, campaign placement, maintaining, monitoring, and adjusting (if needed) the advertising campaigns, monthly reporting, and commercial traffic management.

Also included isinvoice review and discrepancy management, consolidation of all advertising invoices into one single itemized monthly invoice that follows 3CE budget coding structure, and pre-payment of related ad buys on behalf of 3CE.

The overall 3-year budget for all advertising (not including related graphic design, video production, etc.) is not to exceed $1,222,500.

Advertising Plan and all invoices will identify which of the following campaigns any advertisement is supporting:
1) Enrollment
2) Brand Awareness
3) Energy Programs - General
4) Electrify Your Ride (Energy Program)
5) Electrify Your Home (Energy Program)
6) Ag Electrification (Energy Program)
7) Demand Side Management (Energy Program)
8) Community Workshops
9) Miscellaneous/TBD
Draft Advertising Plan - Completed by 10/2/23
The Preliminary Advertising Plan will be a layout of the proposed plan based on quantitative and qualitative research, including mediums, timing, and advertising spend. Preliminary Advertising as well as subsequent advertising will be determined. The Preliminary Advertising Plan will be reviewed by 3CE staff and approved upon incorporation of staff feedback.

Advertising Plan Rate Negotiations - Completed by 10/16/23 Once the Preliminary Advertising Plan is approved by 3CE staff, CONTRACTOR negotiates the best possible deal with advertising vendors to implement the approved 3CE Preliminary Advertising Plan.

Final Advertising Plan - Completed for Final Approval by 10/16/23 This Final Advertising Plan will include a complete breakdown of every portion of the campaign, including but not limited to rates, total advertisements, impressions, reach, frequency, and line by line costs. The Final Advertising Plan will be reviewed by 3CE staff and approved only after staff feedback is incorporated.

DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950

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Monthly Reporting, Billing, and Confirmations - Completed 15 days after month-end of every month advertising is booked
At the end of each month, CONTRACTOR will review all invoices to certify that the campaigns were run according to plan and that the billing is correct. 3CE will receive the certified advertising invoice no later than 15 days after month-end. CONTRACTOR will also provide reporting as to how the campaign is progressing. Such reporting will include a breakdown of traditional digital advertising reporting (click-throughs, etc.), related 3CE website analytics, ratings updates from traditional media (if available), and an overall campaign summation. Reporting will breakdown the spending for campaigns related to the following: 2021 Enrollment, Energy Programs, Name Change, Public Safety Power Shutoff, Cost of Service Rate Structure, Re-enrollment, or Miscellaneous.

Plan Adjustment - Completed 25 days after month-end of every month advertising is booked Following consultation with, and approval of, 3CE staff, CONTRACTOR will make any adjustment necessary to the campaigns by the 25th day after month-end. These adjustments will be based on how each part of the campaign is progressing to ensure maximum results.

4. GRAPHIC DESIGN – see Exhibit B

5. CUSTOMER SURVEYS
One (1) customer survey per year – totaling 3 unique surveys for duration of contract – each comprised of minimum 500 interviews (of which minimum 100 customers identify as Spanish speaking and minimum 100 customers enrolled in CARE/FERA financial assistance programs) conducted among active customers in the 3CE service area using a dual-mode approach (telephone and online interviewing) in English and/or Spanish, with contact information provided by 3CE.

These prices are comprehensive, and include all costs for questionnaire design, sample acquisition and preparation, programming, interviewing, data entry and analysis, and reporting.

Research Methodology
Dual-mode residential customer survey, with participants contacted via email, landline and wireless phones
Sample
500 customers in Central Coast Community Energy's service area with contact information provided by 3CE
100 customers in each of the five counties served
Margin of Sampling Error
±4.4 percent in 95 out of 100 cases for a sample of 500 interviews ±9.8 percent in 95 out of 100 cases for a sample of 100 interviews in each County DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950

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Questionnaire
No more than 15 minutes in length
Language
Telephone interviews to be conducted in English or Spanish based on the preference of the customer.

Deliverables
Following the completion of the survey, we will provide:
• A questionnaire with the topline results of the survey for easy reference • A complete set of crosstabs in an easy-to-read, comprehensive format • Verbatim responses to any open-ended questions
• A complete analysis of survey results in PowerPoint
• A presentation of the survey results
CONTRACTOR will also be available for ongoing consultation and any further analysis of the research.

6. MANAGEMENT OF PRINT AND MAILING SERVICES VENDOR
Deliverables
CONTRACTOR agrees to communicate directly with 3CE’s print and mail house vendor to manage all communications, trafficking and production related to 3CE reoccurring mailers, required annual mailers (Joint Rate Mailer and Power Content Label), printed collateral, business cards, and all other TBD print or mailing projects. CONTRACTOR will also provide monthly print/mailing costs as part of monthly accounting (budgeted vs. actuals) report.

Additionally, Required Mailers and Reoccurring Weekly Mailers require coordinating with 3CE’s data provider to facilitate secure transfer of customer data.

7. ENGLISH/SPANISH TRANSLATION SERVICES
Deliverables
CONTRACTOR shall provide translation services consisting of translating 3CE Materials from English to Spanish, such that the tone, intent, and context of the 3CE Materials is preserved when read by a native Spanish speaker or native speaker of other applicable language. 3CE Materials shall include all web-based, digital, and written materials. 3CE shall request, and CONTRACTOR shall provide, translation services on a case-by-case basis.

8. VIDEO AND PHOTOGRAPHY SERVICES – see Exhibit B
DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950

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Exhibit B – Proposed Budget
The Proposed Budget represents the maximum aggregate amount to be possibly allocated and spent on 3CE’s annual communication activities and is not a guaranteed sum to be disbursed in its entirety. The actual amounts to be paid to the Vendor under this Agreement may be less than the Proposed Budget, based on actual services rendered, materials supplied, and other expenditures incurred in accordance with this Agreement.

Advertising Budget October 1, 2023 - September 30, 2024 Estimated Costs Energy Programs Advertising
Electrify Your Ride Program $100,000
Electrify Your Home Program $60,000
Ag Electrification Program $50,000
Demand Response Program $50,000
Other Advertising
Brand Awareness Campaign $100,000
Workshops & Webinars $37,500
Contingency $10,000
Total $407,500
Advertising Budget October 1, 2024 - September 30, 2025 Energy Programs Advertising
Electrify Your Ride Program $100,000
Electrify Your Home Program $60,000
Ag Electrification Program $50,000
Demand Response Program $50,000
Other Advertising
Brand Awareness Campaign $100,000
Enrollment $75,000
Contingency $10,000
Total $445,000
DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950

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Advertising Budget October 1, 2025 - September 30, 2026 Energy Programs Advertising
Electrify Your Ride Program $100,000
Electrify Your Home Program $60,000
Ag Electrification Program $50,000
Demand Response Program $50,000
Other Advertising
Brand Awareness Campaign $100,000
Contingency $10,000
Total $370,000
GRAND TOTAL FOR 3-YEAR TERM $1,222,500
2023-2026 Annual Deliverables Based on 3CE Fiscal Year
(Oct 1 - Sept 30)
Estimated Due
Date Quantity
Estimated
Costs
Design, edit, prepare for printing the following Projects (Through September 30, 2024)
Notices, Letters, and Mailers
Cost of Service Letter or Postcard (aka Rate Update mailer) - Format TBD TBD 1 $500 Opt-In Letter - in window envelope (8.5 x 11) TBD 1 $500 Opt-Out Letter - in window envelope (8.5 x 11) TBD 1 $500 Opt-Up Letter - in window envelope (8.5 x 11) TBD 1 $500 Move In /Move Out Postcard (5.5 x 8.5) TBD 1 $500
Notification Mailer V1: 5.5 x 8.5 Postcard or 8.5 x 11 letter folded/tabbed - Format TBD TBD 1 $1,000
Notification Mailer V2: 5.5 x 8.5 Postcard or 8.5 x 11 letter folded/tabbed - Format TBD TBD 1 $1,000
NEM Notification Mailer: 8.5 x 11 letter folded/tabbed TBD 1 $1,000 CARE/FERA (financial assistance programs) mailer - Format TBD TBD 1 $1,000 Print and Digital Collateral
Energy Programs One-Sheet (8.5 x 11) Sept/Oct 8 $8,000
Joint Rate Mailer (5.5 x 8.5 postcard mailer) May/June 1 $2,000 DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950

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Power Content Label (5.5 x 8.5 postcard mailer) Aug/Sept 1 $2,000 Supplier Diversity Report (12-20 pages, digital only) Jan/Feb 1 $12,000 Annual Report (12-20 pages, printed and stable-bound) Oct/Nov 1 $12,000 Integrated Resources Plan Feb 1 $6,000
Annual Budget Book (12-20 pages, printed and stable-bound) Aug/Sept 1 $12,000 Key Account Report Card - Format TBD TBD $2,000
TBD (Infographics, presentation slides, folios, business cards, etc.) TBD $10,000 Contingency As Needed $1,500
Advertising Assets (All assets must be produced in English and Spanish)
Digital display ads (Up to 5 sizes each round) - regular design/message updates, includes use of gifs, HTML 15-second, static TBD 4 $90,000 Social ads - regular design/message updates, animated or live-action video shorts (15s) for reels and stories, social posts TBD 4 $48,000 Print Ads: Brand Awareness Phase 1 (size TBD) April 1 $1,500 Print Ads: Brand Awareness Phase 2 (size TBD) August 1 $1,500 Print Ad: Ag Electrification Program (size TBD) June 1 $1,500 Annual Total 216500
GRAND TOTAL FOR 3-YEAR TERM $649,500
Video Deliverables
Social media video: Electrify Your Ride Program (animated or live action 30s spot) TBD 2 $12,000 Social media video: Electrify Your Home Program (animated or live action 30s spot) TBD 2 $12,000 Social media video: Brand Awareness Phase 1 (animated or live action 30s spot) April 1 $6,000 Social media video: Brand Awareness Phase 2 (animated or live action 30s spot) August 1 $6,000 OTT video: Electrify Your Ride Program (animated or live action 30s spot) TBD 2 $30,000 OTT video: Electrify Your Home Program (animated or live action 30s spot) TBD 2 $30,000 OTT video: Brand Awareness Phase 1 (animated or live action 30s spot) April 1 $15,000 OTT video: Brand Awareness Phase 2 (animated or live action 30s spot) August 1 $15,000 Annual Total 126000
GRAND TOTAL FOR 3-YEAR TERM $378,000
DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950

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9/26/2023 16 Contract Number: C&O-2023-0041
Photography Deliverables
Event photography at Annual Meeting
September
Each Year 1 $2,000
TBD photography in support of advertising design, social media, public relations TBD 4 $8,000
Staff/Board of Director head shots TBD 1 $2,000
Annual Total 12000
GRAND TOTAL FOR 3-YEAR TERM $36,000
Customer Survey TBD 1 $37,500
Annual Total $37,500
GRAND TOTAL FOR 3-YEAR TERM $112,500
GRAND CONTRACT TOTAL FOR 3-YEAR TERM $2,398,500
DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950

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9/26/2023 17 Contract Number: C&O-2023-0041
Exhibit C: Payment Terms
3CE payment is due upon Contractor’s completion of deliverable. Contractor shall provide monthly invoices with itemized costs at the end of each month.

Advertising costs, also known as media placements, will be subject to the standard industry commission of 15% of the gross cost of media purchased on behalf of the 3CE. Media will be negotiated, placed, and purchased on industry standard metrics: Cost Per 1,000 Impressions (CPM). Client will pay to Yellow Bus the cost of all media plus the commission and Yellow Bus will pay the media outlets directly.

All other services outlined in this contract will cost $175.00 per hour.

DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950

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9/26/2023 18 Contract Number: C&O-2023-0041
Exhibit D: Procedures for Unauthorized Release of Covered Information CONTRACTOR hereby agrees to adhere to these Procedures for detecting and reporting the unauthorized release of Covered Information, including Protected Personal Information (“PPI”).

These Procedures apply to the following unauthorized release activities:

1. Unauthorized access

2. Unauthorized destruction

3. Unauthorized use

4. Unauthorized modification

5. Disclosure to third parties for Secondary Purposes (see below)

DEFINITIONS
Covered Entity – (1) any Community Choice Aggregator or Electrical Service Provider (when providing service to residential or small commercial customers), or any third party that provides services to a Community Choice Aggregator or Electrical Service Provider (when providing service to residential or small commercial customers) under contract, (2) any third party who accesses, collects, stores, uses or discloses covered information pursuant to an order of the Commission, unless specifically exempted, who obtains this information from an electrical corporation, a Community Choice Aggregator or an Electrical Service Provider (when providing service to residential or small commercial customers), or (3) any third party, when authorized by the customer, that accesses, collects, stores, uses, or discloses covered information relating to 11 or more customers who obtains this information from an electrical corporation, a Community Choice Aggregator or an Electrical Service Provider (when providing service to residential or small commercial customers).

Covered Information -- any usage information obtained through the use of the capabilities of Advanced Metering Infrastructure when associated with any information that can reasonably be used to identify an individual, family, household, residence, or non-residential customer, except that covered information does not include usage information from which identifying information has been removed such that an individual, family, household or residence, or non-residential customer cannot reasonably be identified or re-identified. Covered information, however, does not include information provided to the California Public Utilities Commission (the “Commission”) pursuant to its oversight responsibilities.

Primary Purposes – The “primary purposes” for the collection, storage, use, or disclosure of covered information, as outlined in Rule 1(c) of Attachment B, are to:

1. Provide or bill for electrical power or gas,

2. Provide for system, grid, or operational needs,

3. Provide services as required by state or federal law or as specifically authorized by an order of the Commission, or
DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950

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9/26/2023 19 Contract Number: C&O-2023-0041

4. Plan, implement, or evaluate demand response, energy management, or energy efficiency programs under contract with a Community Choice Aggregator or and Electrical Service Provider (when providing service to residential or small commercial customers), under contract with the Commission, or as part of a Commission authorized program conducted by a governmental entity under the supervision of the Commission.

Secondary Purposes – “Secondary purpose” means any purpose that is not a primary purpose.

Non-Covered Entity – “Non-Covered Entity” means any entity not defined as a Covered Entity.

Responsible Parties -- 3CE, CONTRACTOR, and any staff, employees, or sub consultants contracted by 3CE or CONTRACTOR.

PROCEDURE
Detecting and Reporting of Unauthorized Releases

1. All Responsible Parties are required to protect Covered Information from unauthorized release activities as set forth above.

2. Any request by any non-Covered Entities, for access to Covered Information must be reviewed and approved by an 3CE manager level employee to ensure no unauthorized or inadvertent release of Covered Information.

3. All authorized releases of Covered Information to Non-Covered Entities shall be logged and reported to 3CE on a quarterly basis.

4. Any discovery of any unauthorized release of Covered Information must be reported to 3CE within one week of detection.

Unauthorized Release Handling Procedure

1. The discovering party after detecting, or discovery of, the unauthorized release of Covered Information must contact 3CE’s Dir. of Finance and Administration (or another executive manager) immediately.

2. CONTRACTOR will quantify and validate the type and extent of unauthorized release and report that information to 3CE’s Dir. of Finance and Administration in writing with sufficient detail for 3CE to determine the extent and impact of the unauthorized release.

3. CONTRACTOR shall prepare a written annual report of all discoveries of unauthorized releases of Covered Information.

Review and Training

1. At least annually, CONTRACTOR will review these Procedures with its staff, employees, or sub consultants.

2. Any proposed changes to these Procedures shall be provided in writing to 3CE’s Dir. of Finance and Administration for their consideration.

DocuSign Envelope ID: 0FF5A23E-768F-4D4B-9F50-BDB7715BAA27 DocuSign Envelope ID: DD636B0C-3659-4ED8-8F4F-659D1DDA1950

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Staff Report Item 8
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Dennis Dyc-O’Neal, Chief Operating Officer SUBJECT: Approve and authorize the CEO to execute an amended and restated power purchase agreement with San Luis West Solar LLC, and any necessary ancillary documents, in an amount not to exceed $115,000,000
DATE: October 11, 2023
RECOMMENDATION:

This recommends that the Operations Board approve and authorize the CEO to execute an Amended and Restated Power Purchase Agreement (“A&R PPA”) with San Luis West Solar LLC, and any necessary ancillary documents, in an Amount Not to Exceed $115,000,000.

BACKGROUND:

The Operations Board approved, and staff executed, the original San Luis West LLC power purchase agreement (the “Original PPA”) in April 2021. The Original PPA was for the power offtake from a new Fresno County solar plus storage facility, “San Luis West,” that is being developed by Origis Energy.

In June 2021, the Commission issued its Mid Term Reliability procurement order (“MTR Mandate”) that requires load serving entities to procure additional new resources over the next several years. A further Commission order in February 2023 recognized, in part, significant interconnection and supply chain challenges delaying numerous renewable energy projects and extended the MTR Mandate deadlines.

DISCUSSION/ANALYSIS:

The Original PPA was jointly negotiated with Silicon Valley Clean Energy (SVCE) after the project was selected as part of a competitive solicitation. 3CE’s share is for a 62.5 MW solar generation and 15.625 MW (4-hour discharge) battery energy storage system. The Original PPA would meet roughly 3% of 3CE’s total load and was for a term of 15 years and a notional value not to exceed $74 million.

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The renewable energy industry has seen an unprecedented number of challenges in bringing clean and renewable projects online because of a combination of factors, including supply chain constraints, COVID, tariff impacts on foreign manufacturing, increases in raw material costs, and general inflationary pressures.
3CE and SVCE have worked collaboratively with Origis Energy to determine a project structure that would preserve value to our customers, allow for regulatory compliance, and provide greater certainty that the project will achieve commercial operations.

The adjusted MTR Mandate due dates provide some relief but remain challenging, if not infeasible for new projects, given the time it takes to move through the interconnection process has more than doubled. Rather than the 2–3-year interconnection timing typical of a few years ago, it now takes a new project 5 to 8 years to interconnect.

Preserving and amending this PPA, even with a 2-year delay from original date, is still earlier than any new project entering the interconnection queue and allows 3CE to count San Luis West as meeting a large portion of the MTR Mandate.

The A&R PPA reflects adjusted pricing and includes a provision to allow short-term replacement RPS (Renewable Portfolio Standard) compliance products to be delivered to cover the 2-year delay period, increasing 3CE’s ability to meet the state’s long-term RPS contracting obligation and avoid non-compliance penalties. (see next page)

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Project Summary
Original PPA Amended and Restated
Counterparty San Luis West Solar LLC San Luis West Solar LLC Parent Company Origis Energy Origis Energy
Product As-available Solar PV PCC1 renewable
energy and dispatch rights of Energy
Storage system, including Energy,
Renewable Energy Credits, Resource
Adequacy Benefits and Ancillary
Services.

As-available Solar PV PCC1 renewable
energy and dispatch rights of Energy
Storage system, including Energy,
Renewable Energy Credits, Resource
Adequacy Benefits and Ancillary
Services.

Delivery Term 15 years
December 1, 2023, through
November 30, 2038
15 years
December 31, 2025, through
December 30, 2040
Project Name San Luis West San Luis West
Contract Capacities 62.5 MW Solar PV

15.625 MW Energy Storage
(Lithium-Ion), 4‐hour Discharge
Duration

62.5 MW Solar PV

15.625 MW Energy Storage
(Lithium-Ion), 4‐hour Discharge
Duration
Location Fresno County Fresno County
Not to Exceed
Amount ($,000)
$74,000,000 $115,000,000
FISCAL IMPACT:

The fiscal impact of this A&R PPA for solar and storage products will not exceed $115,000,000 over the 15-year term.

CONCLUSION:

Approval of this Amended & Restated Power Purchase Agreement with San Luis West Solar LLC will preserve the value this San Luis West Solar+Storage facility, allow 3CE to meet our aggressive goal of 100% RPS by 2030, ensure regulatory compliance, and increase our energy hedging abilities.

ATTACHMENT(S):

1. A & R P P A b etween SF San Luis West LLC and 3CE-redacted

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1 AMENDED AND RESTATED RENEWABLE POWER PURCHASE AGREEMENT

COVER SHEET
Seller: San Luis West Solar, LLC, a Delaware limited liability company Buyer: Central Coast Community Energy, a California joint powers authority Description of Facility: A 125 MW solar photovoltaic generating facility combined with a co-located 31.25 MW/125 MWh (at 4 hour discharge) battery energy storage system and associated facilities located in Fresno County, California, as further described in Exhibit A.

Milestones:

Milestone Date for
Completion
Evidence of Site Control Completed
Executed Interconnection Agreement Completed
CEC Pre-Certification Obtained Completed
Conditional Use Permit 3/1/2025
Network Upgrades Completed 12/31/2025
Expected Construction Start Date 3/15/2025
Full Capacity Deliverability Status Obtained
Within 30 days of
Commercial
Operation
Expected Commercial Operation Date 12/31/2025
Delivery Term: The period for Product delivery will be for fifteen (15) Contract Years.

Expected Energy:

Contract Year Expected Energy (MWh)
1 2
3 4
5 6

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2 7
8 9
10 11
12 13
14 15
Guaranteed Capacity: 62.5 MW
Storage Contract Capacity: 15.625 MW
Storage Contract Output: 62.5 MWh
Guaranteed Efficiency Rate:

Guaranteed Storage Availability:

Maximum storage facility cycles per year:

Delivery Point: Facility PNode
Contract Price
The Renewable Rate shall be:

Contract Year Renewable Rate
1 – 15
The Storage Rate shall be:

Contract Year Storage Rate
1 – 15

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3 Product:

PV Energy
Discharging Energy
Green Attributes (Portfolio Content Category 1)
Storage Capacity
Capacity Attributes (select options below as applicable) Energy Only Status
Full Capacity Deliverability Status (completed)
Ancillary Services
Scheduling Coordinator: Buyer/Buyer Third Party
Development Security:

Performance Security:

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

1.1 Contract Definitions ............................................................................................... 1

1.2 Rules of Interpretation ......................................................................................... 21 ARTICLE 2 TERM; CONDITIONS PRECEDENT.................................................................. 22

2.1 Contract Term. ..................................................................................................... 22

2.2 Conditions Precedent ........................................................................................... 23

2.3 Development; Construction; Progress Reports .................................................... 24

2.4 Remedial Action Plan .......................................................................................... 24

2.5 Bridging Capacity. ............................................................................................... 24 ARTICLE 3 PURCHASE AND SALE ...................................................................................... 25

3.1 Purchase and Sale of Product ............................................................................... 25

3.2 Sale of Green Attributes....................................................................................... 25

3.3 Imbalance Energy. ............................................................................................... 25

3.4 Ownership of Renewable Energy Incentives. ...................................................... 25

3.5 Future Environmental Attributes. ........................................................................ 26

3.6 Test Energy. ......................................................................................................... 26

3.7 Capacity Attributes. ............................................................................................. 26

3.8 Resource Adequacy Failure ................................................................................. 27

3.9 CEC Certification and Verification. .................................................................... 27

3.10 Bridge Product. .................................................................................................... 27

3.11 RPS Standard Terms and Conditions. .................................................................. 29

3.12 Compliance Expenditure Cap. ............................................................................. 29

3.13 Project Configuration ........................................................................................... 30 ARTICLE 4 OBLIGATIONS AND DELIVERIES ................................................................... 30

4.1 Delivery................................................................................................................ 30

4.2 Title and Risk of Loss. ......................................................................................... 31

4.3 Forecasting ........................................................................................................... 31

4.4 Dispatch Down/Curtailment. ............................................................................... 33

4.5 Charging Energy Management ............................................................................ 34

4.6 Reduction in Delivery Obligation ........................................................................ 36

4.7 Guaranteed Energy Production ............................................................................ 37

4.8 Storage Availability ............................................................................................. 37

4.9 Storage Capacity Tests ......................................................................................... 37

4.10 WREGIS .............................................................................................................. 37

4.11 Interconnection Capacity ..................................................................................... 39

4.12 ......................................................................................... 39 ARTICLE 5 TAXES .................................................................................................................. 39

5.1 Allocation of Taxes and Charges. ........................................................................ 39

5.2 Cooperation. ......................................................................................................... 39

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ii
ARTICLE 6 MAINTENANCE OF THE FACILITY ................................................................ 40

6.1 Maintenance of the Facility. ................................................................................ 40

6.2 Maintenance of Health and Safety. ...................................................................... 40

6.3 Shared Facilities ................................................................................................... 40 ARTICLE 7 METERING ........................................................................................................... 40

7.1 Metering. .............................................................................................................. 40

7.2 Meter Verification. ............................................................................................... 41 ARTICLE 8 INVOICING AND PAYMENT; CREDIT ............................................................ 41

8.1 Invoicing. ............................................................................................................. 41

8.2 Payment................................................................................................................ 42

8.3 Books and Records. ............................................................................................. 42

8.4 Payment Adjustments; Billing Errors. ................................................................. 42

8.5 Billing Disputes. .................................................................................................. 42

8.6 Netting of Payments. ............................................................................................ 43

8.7 Seller’s Development Security. ........................................................................... 43

8.8 Seller’s Performance Security.............................................................................. 43

8.9 First Priority Security Interest in Cash or Cash Equivalent Collateral ................ 44

8.10 Financial Statements. ........................................................................................... 44 ARTICLE 9 NOTICES .............................................................................................................. 45

9.1 Addresses for the Delivery of Notices ................................................................. 45

9.2 Acceptable Means of Delivering Notice .............................................................. 45 ARTICLE 10 FORCE MAJEURE ............................................................................................. 45

10.1 Definition ............................................................................................................. 45

10.2 No Liability If a Force Majeure Event Occurs .................................................... 46

10.3 Notice ................................................................................................................... 46

10.4 Termination Following Force Majeure Event...................................................... 46 ARTICLE 11 DEFAULTS; REMEDIES; TERMINATION ..................................................... 47

11.1 Events of Default ................................................................................................. 47

11.2 Remedies; Declaration of Early Termination Date. ............................................. 50

11.3 Termination Payment ........................................................................................... 50

11.4 Notice of Payment of Termination Payment ....................................................... 51

11.5 Disputes With Respect to Termination Payment ................................................. 51

11.6 Rights And Remedies Are Cumulative ................................................................ 51 .................................................................. 51 ARTICLE 12 LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES ........ 51

12.1 No Consequential Damages. ................................................................................ 51

12.2 Waiver and Exclusion of Other Damages. ........................................................... 52 ARTICLE 13 REPRESENTATIONS AND WARRANTIES; AUTHORITY .......................... 53

13.1 Seller’s Representations and Warranties. ............................................................ 53

13.2 Buyer’s Representations and Warranties ............................................................. 53

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iii

13.3 General Covenants ............................................................................................... 54

13.4 Prevailing Wage ................................................................................................... 55 ARTICLE 14 ASSIGNMENT.................................................................................................... 55

14.1 General Prohibition on Assignments ................................................................... 55

14.2 Collateral Assignment .......................................................................................... 55

14.3 Buyer Limited Assignment. ................................................................................. 57 ARTICLE 15 DISPUTE RESOLUTION ................................................................................... 58

15.1 Governing Law. ................................................................................................... 58

15.2 Venue. .................................................................................................................. 58

15.3 Dispute Resolution. .............................................................................................. 58 ARTICLE 16 INDEMNIFICATION ......................................................................................... 58

16.1 Mutual Indemnity................................................................................................. 58

16.2 Notice of Claim. ................................................................................................... 59

16.3 Failure to Provide Notice. .................................................................................... 59

16.4 Defense of Claims ................................................................................................ 59

16.5 Subrogation of Rights .......................................................................................... 60

16.6 Rights and Remedies are Cumulative .................................................................. 60 ARTICLE 17 INSURANCE ...................................................................................................... 60

17.1 Insurance .............................................................................................................. 60 ARTICLE 18 CONFIDENTIAL INFORMATION ................................................................... 61

18.1 Definition of Confidential Information ................................................................ 61

18.2 Duty to Maintain Confidentiality ......................................................................... 61

18.3 Irreparable Injury; Remedies ............................................................................... 62

18.4 Disclosure to Lenders, Etc. .................................................................................. 62

18.5 Press Releases ...................................................................................................... 62 ARTICLE 19 MISCELLANEOUS ............................................................................................ 62

19.1 Entire Agreement; Integration; Exhibits .............................................................. 62

19.2 Amendments ........................................................................................................ 63

19.3 No Waiver ............................................................................................................ 63

19.4 No Agency, Partnership, Joint Venture or Lease ................................................. 63

19.5 Severability .......................................................................................................... 63

19.6 Mobile-Sierra ....................................................................................................... 63

19.7 Counterparts; Electronic Signatures. ................................................................... 63

19.8 Electronic Delivery .............................................................................................. 63

19.9 Binding Effect ...................................................................................................... 64

19.10 No Recourse to Members of Buyer ..................................................................... 64

19.11 Forward Contract; Service Contract .................................................................... 64

19.12 Further Assurances............................................................................................... 64

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iv
Exhibits:

Exhibit A Facility Description
Exhibit B Major Project Development Milestones and Commercial Operation Exhibit C Compensation
Exhibit D Scheduling Coordinator Responsibilities
Exhibit E Progress Reporting Form
Exhibit F-1 Form of Average Expected Energy Report
Exhibit F-2 Form of Monthly Available Generating Capacity Report Exhibit G Guaranteed Energy Production Damages Calculation Exhibit H Form of Commercial Operation Date Certificate Exhibit I Form of Installed Capacity Certificate
Exhibit J Form of Construction Start Date Certificate
Exhibit K Form of Letter of Credit
Exhibit L Form of Guaranty
Exhibit M Form of Replacement RA Notice
Exhibit N Notices
Exhibit O Storage Capacity Tests
Exhibit P Storage Facility Availability
Exhibit Q Operating Restrictions
Exhibit R Metering Diagram
Exhibit S Form of Limited Assignment Agreement

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RENEWABLE POWER PURCHASE AGREEMENT
This Amended and Restated Renewable Power Purchase Agreement (“Agreement”) is entered into as of April 14, 2021 (the “Effective Date”), between Buyer and Seller. Buyer and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties.” All capitalized terms used in this Agreement are used with the meanings ascribed to them in Article 1 to this Agreement.

RECITALS
WHEREAS, Seller intends to develop, design, permit, construct, own or otherwise control, and operate the Facility; and
WHEREAS, Seller desires to sell, and Buyer desires to purchase, on the terms and conditions set forth in this Agreement, the Product;
WHEREAS, in consideration of Buyer’s agreement to enter into this Amended and Restated Renewable Power Purchase Agreement, which delays certain Milestones under the Parties’ original agreement, Seller agrees to pay certain amounts set forth herein to make Buyer whole for such delays in the Project’s development;
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties agree to the following:

ARTICLE 1

DEFINITIONS

1.1 Contract Definitions. The following terms, when used herein with initial capitalization, shall have the meanings set forth below:
“AC” means alternating current.
“Accepted Compliance Costs” has the meaning set forth in Section 3.12. “Adjusted Energy Production” has the meaning set forth in Exhibit G. “Adjusted Facility Energy” means, for the applicable period, the sum of (a) the total Facility Energy for such period, plus (b) the result of subtracting (i) the total Discharging Energy for such period from (ii) the total Discharging Energy for such period divided by the Efficiency Rate for such period.
“Affiliate” means, with respect to any Person, each Person that directly or indirectly controls, is controlled by, or is under common control with such designated Person; and with respect to Seller, it includes Seller’s Ultimate Parent and such Ultimate Parent’s Affiliates. For purposes of this definition and the definition of “Permitted Transferee”, “control” (including, with

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2 correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean (a) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (b) the right to direct the policies or operations of such Person. “Agreement” has the meaning set forth in the Preamble and includes any Exhibits, schedules and any written supplements hereto, the Cover Sheet, and any designated collateral, credit support or similar arrangement between the Parties. “Ancillary Services” means those ancillary services, as defined in the CAISO Tariff, that the Facility is capable of providing consistent with the Operating Restrictions, Prudent Operating Practice, and the requirements and limitations set forth in this Agreement. Ancillary Services do not include Tax Credits.
“Approved Forecast Vendor” means AWS Truepower, DNV-GL, or any other vendor reasonably acceptable to both Buyer and Seller for the purposes of providing or verifying the forecasts under Section 4.3(d).
“Availability Adjusted Storage Contract Capacity” has the meaning set forth in Exhibit P.
“Available Generating Capacity” means the capacity of the Generating Facility, expressed in whole MWs, that is mechanically available to generate Energy. “Bankrupt” means with respect to any entity, such entity that (a) 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, (b) has any such petition filed or commenced against it which remains unstayed or undismissed for a period of ninety (90) days, (c) makes an assignment or any general arrangement for the benefit of creditors, (d) otherwise becomes bankrupt or insolvent (however evidenced), (e) 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 (f) is generally unable to pay its debts as they fall due. “Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday in California. A Business Day begins at 8:00 a.m. and ends at 5:00 p.m. local time for the Party sending a Notice, or payment, or performing a specified action. “Buyer” means Central Coast Community Energy, a California joint powers authority. “Buyer Bid Curtailment” means any curtailment of the Facility arising out of or resulting from the manner in which Buyer bids, offers or schedules the Facility, the Energy or any Products, or in which Buyer fails to do so, including a situation where all of the following occurs:
(a) the CAISO provides notice to a Party or the Scheduling Coordinator for the Facility, requiring the Party to deliver less Facility Energy from the Facility than the full amount of energy forecasted in accordance with Section 4.3 to be produced from the Facility for a period of time;

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3 (b) for the same time period as referenced in (a), the notice referenced in (a) results from the manner in which Buyer or the SC schedules or bids the Facility or Facility Energy, including where the Buyer or the SC for the Facility:
(c) did not submit a Self-Schedule or an Energy Supply Bid for the MWh subject to the reduction;
(d) submitted an Energy Supply Bid and the CAISO notice referenced in (a) is solely a result of CAISO implementing the Energy Supply Bid; or (e) submitted a Self-Schedule for less than the full amount of Facility Energy forecasted to be generated by or delivered from the Facility.

If the Facility is subject to a Planned Outage, Forced Facility Outage, Force Majeure Event or a Curtailment Period during the same time period as referenced in (a), then the calculation of Deemed Delivered Energy in respect of such period shall not include any Energy that was not generated or stored due to such Planned Outage, Forced Facility Outage, Force Majeure Event or Curtailment Period.
“Buyer Curtailment Order” means (i) the instruction from Buyer to Seller to reduce Facility Energy from the Facility by the amount, and for the period of time set forth in such instruction, which instruction shall be consistent with the Operating Restrictions, for reasons unrelated to a Planned Outage, Forced Facility Outage, Force Majeure Event or Curtailment Order, or (ii) a curtailment of any portion of the Generating Facility or its output or any reduction in PV Energy arising out of Buyer’s issuance of any Discharging Notice or any other instruction, order or other communication requesting or requiring the Storage Facility to be discharged. “Buyer Curtailment Period” means the period of time, as measured using current Settlement Intervals, during which Seller reduces Facility Energy from the Facility pursuant to or as a result of (a) Buyer Bid Curtailment, (b) a Buyer Curtailment Order, or (c) Buyer Default; provided, that the duration of any Buyer Curtailment Period shall be inclusive of the time required for the Generating Facility to ramp down and ramp up.
“Buyer Default” means a failure by Buyer (or its agents) to perform Buyer’s obligations hereunder, and includes an Event of Default of Buyer.
“Buyer’s WREGIS Account” has the meaning set forth in Section 4.10(a). “CAISO” means the California Independent System Operator Corporation or any successor entity performing similar functions.
“CAISO Approved Meter” means a CAISO approved revenue quality meter or meters, CAISO approved data processing gateway or remote intelligence gateway, telemetering equipment and data acquisition services sufficient for monitoring, recording and reporting, in real time, all Facility Energy delivered to the Delivery Point.
“CAISO Grid” has the same meaning as “CAISO Controlled Grid” as defined in the CAISO Tariff.

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4 “CAISO Operating Order” means the “operating order” defined in Section 37.2.1.1 of the CAISO Tariff.
“CAISO Tariff” means the California Independent System Operator Corporation Agreement and Tariff, Business Practice Manuals (BPMs), and operating procedures, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.
“California Renewables Portfolio Standard” or “RPS” means the renewable energy program and policies established by California State Senate Bills 1038 (2002), 1078 (2002), 107 (2008), X-1 2 (2011), 350 (2015), and 100 (2018) as codified in, inter alia, California Public Utilities Code Sections 399.11 through 399.31 and California Public Resources Code Sections 25740 through 25751, as such provisions are amended or supplemented from time to time. “Capacity Attribute” means any current or future defined characteristic, certificate, tag, credit, or accounting construct associated with the amount of power that the Facility can generate and deliver to the Delivery Point at a particular moment and that can be purchased and sold under CAISO market rules, including Resource Adequacy Benefits. “Capacity Damages” has the meaning set forth in Exhibit B. “CEC” means the California Energy Commission, or any successor agency performing similar statutory functions.
“CEC Certification and Verification” means that the CEC has certified (or, with respect to periods before the date that is one hundred eighty (180) days following the Commercial Operation Date, that the CEC has pre-certified, as such date may be extended pursuant to Section 3.9) that the Generating Facility is an Eligible Renewable Energy Resource for purposes of the California Renewables Portfolio Standard and that all Facility Energy delivered to the Delivery Point qualifies as generation from an Eligible Renewable Energy Resource. “CEC Precertification” means that the CEC has issued a precertification for the Facility indicating that the planned operations of the Facility would comply with applicable CEC requirements for CEC Certification and Verification.
“CEQA” means the California Environmental Quality Act.
“Change of Control” means, except in connection with public market transactions of equity interests or capital stock of Seller’s Ultimate Parent, any circumstance in which Ultimate Parent ceases to own, directly or indirectly through one or more intermediate entities, more than fifty percent (50%) of the outstanding equity interests in Seller; provided that in calculating ownership percentages for all purposes of the foregoing:
(a) any ownership interest in Seller held by Ultimate Parent indirectly through one or more intermediate entities shall not be counted towards Ultimate Parent’s ownership interest in Seller unless Ultimate Parent directly or indirectly owns more than fifty percent (50%) of the outstanding equity interests in each such intermediate entity; and

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5 (b) ownership interests in Seller owned directly or indirectly by any Lender (including any cash equity or tax equity provider) or assignee or transferee thereof shall be excluded from the total outstanding equity interests in Seller.
“Charging Energy” means the as-available Energy produced by the Generating Facility and delivered to the Storage Facility pursuant to a Charging Notice. All Charging Energy shall be used solely to charge the Storage Facility, and all Charging Energy shall be generated solely by the Generating Facility. For avoidance of doubt, Charging Energy shall be measured at the Storage Facility Meter.
“Charging Notice” means the operating instruction, and any subsequent updates, given by Buyer, Buyer’s Scheduling Coordinator or CAISO, directing the Storage Facility to charge at a specific MW rate to a specified Stored Energy Level, provided that (a) any such operating instruction shall be in accordance with the Operating Procedures and the CAISO Tariff; and (b) if, during a period when the Storage Facility is instructed to be charging, the actual power output level of the Generating Facility is less than the power level set forth in an applicable Charging Notice, then the Charging Notice shall be deemed to be automatically adjusted to be equal to the actual power level of the Generating Facility. For the avoidance of doubt, (i) any Buyer request to initiate a Storage Capacity Test consistent with Section 4.9 shall not be considered a Charging Notice, and (ii) any Charging Notice shall not constitute a Buyer Bid Curtailment, Buyer Curtailment Order or Curtailment Order.
“Claim” has the meaning set forth in Section 16.2.
“COD Certificate” has the meaning set forth in Exhibit B. “Collateral Assignment Agreement” has the meaning set forth in Section 14.2. “Commercial Operation” has the meaning set forth in Exhibit B. “Commercial Operation Date” has the meaning set forth in Exhibit B. “Commercial Operation Delay Damages” means an amount equal

“Compliance Actions” has the meaning set forth in Section 3.12. “Compliance Expenditure Cap” has the meaning set forth in Section 3.12. “Confidential Information” has the meaning set forth in Section 18.1. “Construction Start” has the meaning set forth in Exhibit B. “Construction Start Date” has the meaning set forth in Exhibit B. “Contract Price” has the meaning set forth on the Cover Sheet. To be clear, the Contract Price is each of the Renewable Rate and the Storage Rate.

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6 “Contract Term” has the meaning set forth in Section 2.1(a). “Contract Year” means a period of twelve (12) consecutive months. The first Contract Year shall commence on the Commercial Operation Date and each subsequent Contract Year shall commence on the anniversary of the Commercial Operation Date. “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 the Agreement; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with terminating the Agreement. “Cover Sheet” means the cover sheet to this Agreement, which is incorporated into this Agreement.
“COVID-19” means the epidemic disease designated COVID-19 and the related virus designated SARS-CoV-2 and any mutations thereof, and the efforts of a Governmental Authority to combat such disease.
“CPUC” means the California Public Utilities Commission or any successor agency performing similar statutory functions.
“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.
“Curtailment Order” means any of the following:
(a) CAISO orders, directs, alerts, or provides notice to a Party, including a CAISO Operating Order, that such Party is required to curtail deliveries of Facility Energy for the following reasons: (i) any System Emergency, or (ii) any warning of an anticipated System Emergency, or warning of an imminent condition or situation, which jeopardizes CAISO’s electric system integrity or the integrity of other systems to which CAISO is connected; (b) a curtailment ordered by the Participating Transmission Owner for reasons including, but not limited to, (i) any situation that affects normal function of the electric system including, but not limited to, any abnormal condition that requires action to prevent circumstances such as equipment damage, loss of load, or abnormal voltage conditions, or (ii) any warning, forecast or anticipation of conditions or situations that jeopardize the Participating Transmission Owner’s electric system integrity or the integrity of other systems to which the Participating Transmission Owner is connected;
(c) a curtailment ordered by CAISO or the Participating Transmission Owner due to scheduled or unscheduled maintenance on the Participating Transmission Owner’s transmission facilities that prevents (i) Buyer from receiving or (ii) Seller from delivering Facility Energy to the Delivery Point; or

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8 “Development Security” means (i) cash or (ii) a Letter of Credit in the amount set forth on the Cover Sheet.
“Discharging Energy” means all Energy delivered to the Delivery Point from the Storage Facility, net of the Electrical Losses, as measured at the Storage Facility Metering Points by the Storage Facility Meter. For the avoidance of doubt, all Discharging Energy will have originally been delivered to the Storage Facility as Charging Energy. “Discharging Notice” means the operating instruction, and any subsequent updates, given by Buyer to Seller, directing the Storage Facility to discharge Discharging Energy at a specific MW rate to a specified Stored Energy Level, provided that any such operating instruction or updates shall be in accordance with the Operating Restrictions and the CAISO Tariff. If the Storage Facility is instructed to discharge in a manner that would result in the total amount of Facility Energy exceeding the interconnection capacity limit for the Facility at the Delivery Point (but not less than the Dedicated Interconnection Capacity For Facility), then the Discharging Notice shall be deemed to be automatically adjusted to reduce the amount of total Facility Energy to the interconnection capacity limit, until such time as Buyer, the Scheduling Coordinator, or CAISO issues a new or modified Discharging Notice. For the avoidance of doubt, except as otherwise provided in this Agreement, such as in the definition of Buyer Curtailment Order, any Discharging Notice shall not constitute a Buyer Bid Curtailment, Buyer Curtailment Order or Curtailment Order.
“Early Termination Date” has the meaning set forth in Section 11.2(a). “Effective Date” has the meaning set forth on the Preamble. “Efficiency Rate” means the measured round-trip efficiency rate of the Storage Facility, expressed as a percentage, calculated pursuant to a Storage Capacity Test in accordance with Exhibit O.
“Electrical Losses” means all transmission or transformation losses between either the Generating Facility and the Delivery Point, or the Storage Facility and the Delivery Point, as applicable, calculated in accordance with CAISO approved methodologies applicable to revenue metering.
“Eligible Renewable Energy Resource” has the meaning set forth in California Public Utilities Code Section 399.12(e) and California Public Resources Code Section 25741(a), as either code provision is amended or supplemented from time to time. “Energy” means electrical energy generated by the Generating Facility. “Energy Supply Bid” has the meaning set forth in the CAISO Tariff. “Environmental Costs” means costs incurred in connection with acquiring and maintaining all environmental permits and licenses for the Product, and the Product’s and Facility’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 or Facility, all operating and maintenance costs for operation of

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9 pollution mitigation or control equipment, costs of permit maintenance fees and emission fees as applicable, and the costs of all emission reduction credits, marketable emission trading credits, and any costs related to greenhouse gas emissions, required by any applicable environmental Laws, rules, regulations, and permits to operate, and costs associated with the disposal and clean-up of hazardous substances introduced to a Site or the Facility. “Event of Default” has the meaning set forth in Section 11.1. “Excess MWh” has the meaning set forth in Exhibit C.
“Excused Event” has the meaning set forth in Exhibit P. “Executed Interconnection Agreement Milestone” means the date for completion of execution of the Interconnection Agreement by Seller and the PTO as set forth on the Cover Sheet. “Expected Commercial Operation Date” is the date set forth on the Cover Sheet by which Seller reasonably expects to achieve Commercial Operation. “Expected Construction Start Date” is the date set forth on the Cover Sheet by which Seller reasonably expects to achieve Construction Start. “Expected Energy” means the quantity of Energy that Seller expects to be able to deliver to Buyer from the Generating Facility during each Contract Year or other time period (assuming no Charging Energy or Discharging Energy during such Contract Year or time period) in the quantity specified on the Cover Sheet.
“Facility” means the Generating Facility and the Storage Facility. “Facility Energy” means the sum of PV Energy and Discharging Energy during any Settlement Interval or Settlement Period, net of Electrical Losses and Station Use, as measured by the Facility Meter, which Facility Meter will be adjusted in accordance with CAISO meter requirements and Prudent Operating Practices to account for Electrical Losses and Station Use. “Facility Meter” means the CAISO Approved Meter or combination of meters, including the Generating Facility Meter(s) and Storage Facility Meter(s), that will measure all Facility Energy.
“FERC” means the Federal Energy Regulatory Commission or any successor government agency.
“Force Majeure Event” has the meaning set forth in Section 10.1. “Forced Facility Outage” means an unexpected failure of one or more components of the Facility that prevents Seller from generating Energy or making Facility Energy available at the Delivery Point and that is not the result of a Force Majeure Event. “Forecasting Penalty” means for each hour in which Seller does not provide the forecast required in Section 4.3(d) and Buyer incurs a loss or penalty resulting from Seller’s failure and

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10 Buyer’s scheduling activities in such hour with respect to Facility Energy, the product of (A) the absolute difference (if any) between (i) the expected Energy for such hour (which, for the avoidance of doubt, assumes no Charging Energy or Discharging Energy in such hour) set forth in the Day-Ahead Forecast, or if there is no Day-Ahead Forecast, then the Monthly Delivery Forecast, and (ii) the actual Energy produced by the Generating Facility (absent any Charging Energy and Discharging Energy), multiplied by (B) the absolute value of the Real-Time Price in such hour. “Forward Certificate Transfers” has the meaning set forth in Section 4.10(a). “Full Capacity Deliverability Status” means a written confirmation from the CAISO that the Facility is eligible for Full Capacity Deliverability Status. “Future Environmental Attributes” shall mean any and all generation attributes (other than Green Attributes or Renewable Energy Incentives) under the RPS regulations or under any and all other international, federal, regional, state or other law, rule, regulation, bylaw, treaty or other intergovernmental compact, decision, administrative decision, program (including any voluntary compliance or membership program), competitive market or business method (including all credits, certificates, benefits, and emission measurements, reductions, offsets and allowances related thereto) that are attributable, now, or in the future, to the environmental benefits associated with the generation of electrical energy by the Facility and its displacement of conventional energy generation. Future Environmental Attributes do not include investment tax credits or production tax credits associated with the construction or operation of the Facility, or other financial incentives in the form of credits, reductions, or allowances associated with the Facility that are applicable to a state or federal income taxation obligation.
“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 this Agreement for the remaining Contract Term, determined in a commercially reasonable manner. Factors used in determining the economic benefit to a Party may include, without limitation, reference to information supplied by one or more third parties, which shall exclude Affiliates of the Non-Defaulting Party, including without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs (e.g., SP-15), all of which should be calculated for the remaining Contract Term, and include the value of Green Attributes and Capacity Attributes.
“Generating Facility” means the solar photovoltaic generating facility described on the Cover Sheet and in Exhibit A, located at the Site and including mechanical equipment and associated facilities and equipment required to deliver (i) PV Energy to the Delivery Point, (ii) Charging Energy to the Storage Facility; provided, that the “Generating Facility” does not include the Storage Facility or the Shared Facilities.
“Generating Facility Meter” means the CAISO Approved meter(s) that measure the PV Energy. The Generating Facility Meter shall be programmed, in accordance with the CAISO Tariff, to correct for direct path transmission losses between the Generating Facility Meter and the

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11 Delivery Point (not including any losses from other facilities that share the common Delivery Point with this Facility).
“Governmental Authority” means any federal, state, provincial, local or municipal government, any political subdivision thereof or any other governmental, congressional or parliamentary, regulatory, or judicial instrumentality, authority, body, agency, department, bureau, or entity with authority to bind a Party at law, including CAISO; provided, however, that “Governmental Authority” shall not in any event include any Party. “Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the environmental attributes associated with generation from the Facility and its displacement of conventional energy generation. Green Attributes include but are not limited to Renewable Energy Credits, as well as: (1) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere; (3) the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Tags are accumulated on a MWh basis and one Green Tag represents the Green Attributes associated with one (1) MWh of Energy. Green Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax credits associated with the construction or operation of the Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Facility that are applicable to a state or federal income taxation obligation, (iii) fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Facility for compliance with local, state, or federal operating or air quality permits. If the Facility is a biomass or landfill gas facility and Seller receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributed to its fuel usage, it shall provide Buyer with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Facility. “Green Tag Reporting Rights” means the right of a purchaser of renewable energy to report ownership of accumulated “green tags” in compliance with and to the extent permitted by applicable Law and include, without limitation, rights under Section 1605(b) of the Energy Policy Act of 1992, and any present or future federal, state or local certification program or emissions trading program, including pursuant to the WREGIS Operating Rules. “Guaranteed Capacity” means the amount of generating capacity of the Generating Facility, as measured in MW at the Delivery Point, set forth on the Cover Sheet, as the same may be adjusted pursuant to Section 5(a) of Exhibit B.
“Guaranteed Commercial Operation Date” is the date set forth on the Cover Sheet, as such date may be extended by the Development Cure Period.

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12 “Guaranteed Construction Start Date” means the Expected Construction Start Date, as such date may be extended by the Development Cure Period. “Guaranteed Energy Production” means an amount of Adjusted Facility Energy, as measured in MWh, equal to
for the applicable Performance Measurement Period.
“Guaranteed Storage Availability” has the meaning set forth in Section 4.8. “Guarantor” means, with respect to Seller, (a) a Person that is reasonably acceptable to Buyer, or (b) any Person that (i) Buyer does not already have any material credit exposure to under any other agreements, guarantees, or other arrangements at the time its Guaranty is issued, (ii) has an Investment Grade Credit Rating, (iii) has a tangible net worth of at least (iv) is incorporated or organized in a jurisdiction of the United States and is in good standing in such jurisdiction, and (v) executes and delivers a Guaranty for the benefit of Buyer.
“Guaranty” means a guaranty from a Guarantor provided for the benefit of Buyer substantially in the form attached as Exhibit L.
“Hazardous Substance” means, collectively, (a) any chemical, material or substance that is listed or regulated under applicable Laws as a “hazardous” or “toxic” substance or waste, or as a “contaminant” or “pollutant” or words of similar import, (b) any petroleum or petroleum products, flammable materials, explosives, radioactive materials, asbestos, urea formaldehyde foam insulation, and transformers or other equipment that contain polychlorinated biphenyls, and (c) any other chemical or other material or substance, exposure to which is prohibited, limited or regulated by any Laws.
“Imbalance Energy” means the amount of energy in MWh, in any given Settlement Period or Settlement Interval, by which the amount of Facility Energy deviates from the amount of Scheduled Energy.
“Indemnifiable Loss(es)” has the meaning set forth in Section 16.1(a). “Indemnified Group” has the meaning set forth in Section 16.1(a). “Initial Synchronization” means the initial delivery of Facility Energy to the Delivery Point.
“Installed Capacity” means the sum of (x) the Installed PV Capacity and (y) the Installed Battery Capacity.
“Installed Battery Capacity” means the maximum dependable operating capability of the Storage Facility to discharge electric energy for four (4) continuous hours, as measured in MW(ac) at the Delivery Point, that achieves Commercial Operation, adjusted for ambient conditions on the date of the performance test, and as evidenced by a certificate substantially in the form attached as Exhibit I hereto.

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13 “Installed PV Capacity” means the actual generating capacity of the Generating Facility, as measured in MW(ac) at the Delivery Point, that achieves Commercial Operation, as demonstrated by a performance test, adjusted for ambient conditions on the date of the performance test, and evidenced by a certificate substantially in the form attached as Exhibit I hereto.
“Interconnection Agreement” means the interconnection agreement entered into by Seller pursuant to which the Facility will be interconnected with the Transmission System, and pursuant to which Seller’s Interconnection Facilities and any other Interconnection Facilities will be constructed, operated and maintained during the Contract Term. “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 Interconnection Agreement.
“Interest Rate” has the meaning set forth in Section 8.2. “Interim Deliverability Status” has the meaning set forth in the CAISO Tariff. “Inter-SC Trade” or “IST” has the meaning set forth in the CAISO Tariff. “Investment Grade Credit Rating” means a Credit Rating of BBB- or higher by S&P or Fitch or Baa3 or higher by Moody’s.
“ITC” means the investment tax credit established pursuant to Section 48 of the United States Internal Revenue Code of 1986.
“Joint Powers Act” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.).
“Joint Powers Agreement” means that certain Joint Powers Agreement dated February 21, 2017, as amended from time to time, under which Buyer is organized as a Joint Powers Authority in accordance with the Joint Powers Act.
“Law” means any applicable law, statute, rule, regulation, decision, writ, order, decree or judgment, permit or any interpretation thereof, promulgated or issued by a Governmental Authority.
“Lender” means, collectively, any Person (i) providing senior or subordinated construction, interim, back leverage or long-term debt, tax equity financing or refinancing for or in connection with the development, construction, purchase, installation or operation of the Facility, whether that financing or refinancing takes the form of private debt (including back-leverage debt), public debt or any other form (including financing or refinancing provided to a member or other direct or indirect owner of Seller), including any Person directly or indirectly providing financing or refinancing for the Facility, and any trustee or agent or similar representative acting on their behalf, (ii) providing interest rate or commodity protection under an agreement hedging or otherwise mitigating the cost of any of the foregoing obligations or (iii)

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14 participating in a lease financing (including a sale leaseback or leveraged leasing structure) with respect to the Facility.
“Letter(s) of Credit” means one or more irrevocable, standby letters of credit issued by a U.S. commercial bank or a foreign bank with a U.S. branch with such bank (a) having a Credit Rating of at least A- with an outlook designation of “stable” from S&P or A3 with an outlook designation of “stable” from Moody’s or (b) being reasonably acceptable to Buyer, in a form substantially similar to the letter of credit set forth in Exhibit K. “Licensed Professional Engineer” means an independent, professional engineer selected by Seller and reasonably acceptable to Buyer, licensed in the State of California. “Limited Assignee” has the meaning set forth in Section 14.3. “Local Capacity Area Resources” has the meaning set forth in the CAISO Tariff. “Locational Marginal Price” or “LMP” has the meaning set forth in the CAISO Tariff. “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 this Agreement for the remaining Contract Term, determined in a commercially reasonable manner. Factors used in determining economic loss to a Party may include, without limitation, reference to information supplied by one or more third parties, which shall exclude Affiliates of the Non-Defaulting Party, including without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs (e.g., SP-15), all of which should be calculated for the remaining Contract Term and must include the value of Green Attributes, Capacity Attributes, and Renewable Energy Incentives.
“Lost Output” has the meaning set forth in Section 4.7. “Master File” has the meaning set forth in the CAISO Tariff. “Maximum Charging Capacity” has the meaning set forth in in Exhibit A. “Maximum Discharging Capacity” has the meaning set forth in in Exhibit A. “Milestones” means the development activities for significant permitting, interconnection, financing and construction milestones set forth on the Cover Sheet. “Monthly Delivery Forecast” has the meaning set forth in Section 4.3(b). “Monthly Storage Availability” has the meaning set forth in Exhibit P. “Moody’s” means Moody’s Investors Service, Inc., or its successors.

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15 “MW” means megawatts in alternating current, unless expressly stated in terms of direct current.
“MWh” means megawatt-hour measured in alternating current, unless expressly stated in terms of direct current.
“Negative LMP” means, in any Settlement Interval, the Real-Time Market LMP at the Facility’s PNode is less than Zero Dollars ($0).
“Negative LMP Costs” has the meaning set forth in Exhibit C. “NERC” means the North American Electric Reliability Corporation or any successor entity performing similar functions.
“Net Qualifying Capacity” has the meaning set forth in the CAISO Tariff. “Network Upgrades” has the meaning set forth in the CAISO Tariff. “Non-Defaulting Party” has the meaning set forth in Section 11.2. “Notice” shall, unless otherwise specified in the Agreement, mean written communications by a Party to be delivered by hand delivery, United States mail, overnight courier service, or electronic messaging (e-mail).
“Notice of Claim” has the meaning set forth in Section 16.2. “NP-15” means the Existing Zone Generation Trading Hub for Existing Zone region NP15 as set forth in the CAISO Tariff.
“On-Peak Hour” means any hour from hour-ending 0700 to hour-ending 2200 (i.e., 6:00 AM to 9:59 PM) on Monday through Saturday, Pacific Prevailing Time, excluding North American Electric Reliability Council (NERC) holidays.
“Operating Restrictions” means those rules, requirements, and procedures set forth on Exhibit Q.
“Participating Transmission Owner” or “PTO” means an entity that owns, operates and maintains transmission or distribution lines and associated facilities or has entitlements to use certain transmission or distribution lines and associated facilities where the Facility is interconnected. For purposes of this Agreement, the Participating Transmission Owner is set forth in Exhibit A.
“Party” or “Parties” has the meaning set forth in the Preamble. “Performance Measurement Period” means each two (2) consecutive Contract Year period during the Delivery Term, e.g., Contract Years 1 and 2, Contract Years 2 and 3, etc. “Performance Security” means (i) cash or (ii) a Letter of Credit or (iii) a Guaranty in the amount set forth on the Cover Sheet.

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18 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 a Green Attribute or a Future Environmental Attribute. “Renewable Rate” has the meaning set forth on the Cover Sheet. “Replacement RA” means Resource Adequacy Benefits, if any, equivalent to those that would have been provided by the Facility with respect to the applicable month in which a RA Deficiency Amount is due to Buyer.
“Resource Adequacy Benefits” means the rights and privileges attached to the Facility that satisfy any entity’s resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and includes any local, zonal or otherwise locational attributes associated with the Facility, in addition to flex attributes. “Resource Adequacy Rulings” means CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-04-040, 06-06-064, 06-07-031 06-07-031, 07-06-029, 08-06-031, 09-06-028, 10-06-036, 11-06-022, 12-06-025, 13-06-024 and any other existing or subsequent ruling or decision, or any other resource adequacy Law, however described, as such decisions, rulings, Laws, rules or regulations may be amended or modified from time-to-time throughout the Delivery Term.
“S&P” means the Standard & Poor’s Financial Services, LLC (a subsidiary of S&P Global Inc.) or its successor.
“Schedule” has the meaning set forth in the CAISO Tariff, and “Scheduled” has a corollary meaning.
“Scheduled Energy” means the Facility Energy that clears under the applicable CAISO market based on the final Day-Ahead Schedule, FMM Schedule (as defined in the CAISO Tariff), or any other financially binding Schedule, market instruction or dispatch for the Facility for a given period of time implemented in accordance with the CAISO Tariff. “Scheduling Coordinator” or “SC” means an entity certified by the CAISO as qualifying as a Scheduling Coordinator pursuant to the CAISO Tariff for the purposes of undertaking the functions specified in “Responsibilities of a Scheduling Coordinator,” of the CAISO Tariff, as amended from time to time.
“Security Interest” has the meaning set forth in Section 8.9. “Self-Schedule” has the meaning set forth in the CAISO Tariff. “Seller” has the meaning set forth on the Cover Sheet.
“Seller’s WREGIS Account” has the meaning set forth in Section 4.10(a).

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19 “Settlement Amount” means the Non-Defaulting Party’s Costs and Losses, on the one hand, netted against its Gains, on the other. If the Non-Defaulting Party’s Costs and Losses exceed its Gains, then the Settlement Amount shall be an amount owing to the Non-Defaulting Party. If the Non-Defaulting Party’s Gains exceed its Costs and Losses, then the Settlement Amount shall be Zero Dollars ($0). The Settlement Amount does not include consequential, incidental, punitive, exemplary or indirect or business interruption damages. “Settlement Interval” has the meaning set forth in the CAISO Tariff. “Settlement Period” has the meaning set forth in the CAISO Tariff. “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.
“Site” means the real property on which the Facility is or will be located, as further described in Exhibit A.
“Site Control” means that Seller (or, prior to the Delivery Term, its Affiliate): (a) owns or has the option to purchase the Site; (b) is the lessee or has the option to lease the Site; or (c) is the holder of an easement or an option for an easement, right-of-way grant, or similar instrument with respect to the Site.
“Station Use” means:
(a) The Energy produced or discharged by the Facility that is used within the Facility to power the lights, motors, 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 (a) the maximum dependable operating capability of the Storage Facility to discharge electric energy that can be sustained for four (4) consecutive hours and (b) any other products that may be developed or evolve from time to time during the Term that the Storage Facility is able to provide as the Facility is configured on the Commercial Operation Date and that relate to the maximum dependable operating capability of the Storage Facility to discharge electric energy.
“Storage Capacity Test” means any test or retest of the capacity of the Storage Facility conducted in accordance with the testing procedures, requirements and protocols set forth in Section 4.9 and Exhibit O.
“Storage Contract Capacity” means the maximum dependable operating capacity (in MW) of the Storage Facility to discharge electric energy for four (4) consecutive hours, which is initially equal to the amount set forth on the Cover Sheet, as the same may be adjusted in

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20 accordance with Section 5(b) of Exhibit B and from time to time pursuant to Section 4.9 and Exhibit O to reflect the results of the most recently performed Storage Capacity Test. “Storage Facility” means the energy storage facility described on the Cover Sheet and in Exhibit A (including the operational requirements of the energy storage facility), located at the Site and including mechanical equipment and associated facilities and equipment required to deliver Storage Product (but excluding any Shared Facilities), and as such storage facility may be expanded or otherwise modified from time to time in accordance with the terms of this Agreement. “Storage Facility Meter” means the bi-directional meter or meters, along with a compatible data processing gateway or remote intelligence gateway, telemetering equipment and data acquisition services sufficient for monitoring, recording and reporting, in real time, the amount of Charging Energy delivered to the Storage Facility Metering Points and the amount of Discharging Energy discharged from the Storage Facility at the Storage Facility Metering Points in accordance with any applicable requirements of CAISO, WREGIS or this Agreement. For clarity, the Facility will contain multiple measurement devices that will make up the Storage Facility Meter, and, unless otherwise indicated, references to the Storage Facility Meter shall mean all such measurement devices and the aggregated data of all such measurement devices, taken together.
“Storage Facility Metering Points” means the locations of the Storage Facility Meters shown on Exhibit R.
“Storage Product” means (a) Discharging Energy, (b) Capacity Attributes, if any, (c) Storage Capacity, and (d) Ancillary Services, if any, in each case arising from or relating to the Storage Facility.
“Storage Rate” has the meaning set forth on the Cover Sheet. “Stored Energy Level” means, at a particular time, the amount of electric energy in the Storage Facility available to be discharged as Discharging Energy, expressed in MWh. “System Emergency” means any condition that requires, as determined and declared by CAISO or the PTO, automatic or immediate action to (i) prevent or limit harm to or loss of life or property, (ii) prevent loss of transmission facilities or generation supply in the immediate vicinity of the Facility, or (iii) to preserve Transmission System reliability. “Tax” or “Taxes” means all U.S. federal, state and local and any foreign taxes, levies, assessments, surcharges, duties and other fees and charges of any nature imposed by a Governmental Authority, whether currently in effect or adopted during the Contract Term, including ad valorem, excise, franchise, gross receipts, import/export, license, property, sales and use, stamp, transfer, payroll, unemployment, income, and any and all items of withholding, deficiency, penalty, additions, interest or assessment related thereto. “Tax Credits” means the PTC, ITC and any other state, local or federal production tax credit, depreciation benefit, tax deduction or investment tax credit specific to the production of renewable energy or investments in renewable energy facilities.

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21 “Terminated Transaction” has the meaning set forth in Section 11.2(a). “Termination Payment” has the meaning set forth in Section 11.3. “Test Energy” means Facility Energy delivered (a) commencing on the later of (i) the first date that the CAISO informs Seller in writing that Seller may deliver Facility Energy to the CAISO and (ii) the first date that the PTO informs Seller in writing that Seller has conditional or temporary permission to parallel and (b) ending upon the occurrence of the Commercial Operation Date. “Test Energy Rate” has the meaning set forth in Section 3.6. “Transmission Provider” means any entity or entities transmitting or transporting the Facility Energy on behalf of Seller or Buyer to or from the Delivery Point. “Transmission System” means the transmission facilities operated by the CAISO, now or hereafter in existence, which provide energy transmission service within the CAISO grid from the Delivery Point.
“Ultimate Parent” means Origis USA, LLC or Global Atlantic Financial Group. “Variable Energy Resource” or “VER” has the meaning set forth in the CAISO Tariff. “WREGIS” means the Western Renewable Energy Generation Information System or any successor renewable energy tracking program.
“WREGIS Certificate Deficit” has the meaning set forth in Section 4.10(e). “WREGIS Certificates” has the same meaning as “Certificate” as defined by WREGIS in the WREGIS Operating Rules and are designated as eligible for complying with the California Renewables Portfolio Standard.
“WREGIS Operating Rules” means those operating rules and requirements adopted by WREGIS as of January 4, 2021, as subsequently amended, supplemented or replaced (in whole or in part) from time to time.

1.2 Rules of Interpretation. In this Agreement, except as expressly stated otherwise or unless the context otherwise requires:
(a) headings and the rendering of text in bold and italics are for convenience and reference purposes only and do not affect the meaning or interpretation of this Agreement; (b) words importing the singular include the plural and vice versa and the masculine, feminine and neuter genders include all genders; (c) the words “hereof”, “herein”, and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

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22 (d) a reference to an Article, Section, paragraph, clause, Party, or Exhibit is a reference to that Section, paragraph, clause of, or that Party or Exhibit to, this Agreement unless otherwise specified;
(e) a reference to a document or agreement, including this Agreement means such document, agreement or this Agreement including any amendment or supplement to, or replacement, novation or modification of this Agreement, but disregarding any amendment, supplement, replacement, novation or modification made in breach of such document, agreement or this Agreement;
(f) a reference to a Person includes that Person’s successors and permitted assigns;
(g) the term “including” means “including without limitation” and any list of examples following such term shall in no way restrict or limit the generality of the work or provision in respect of which such examples are provided; (h) references to any statute, code or statutory provision are to be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or reenacted, and include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires; (i) in the event of a conflict, a mathematical formula or other precise description of a concept or a term shall prevail over words providing a more general description of a concept or a term;
(j) references to any amount of money shall mean a reference to the amount in United States Dollars;
(k) words, phrases or expressions not otherwise defined herein that (i) have a generally accepted meaning in Prudent Operating Practice shall have such meaning in this Agreement or (ii) do not have well known and generally accepted meaning in Prudent Operating Practice but that have well known and generally accepted technical or trade meanings, shall have such recognized meanings; and
(l) each Party acknowledges that it was represented by counsel in connection with this Agreement and that it or its counsel reviewed this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

ARTICLE 2
TERM; CONDITIONS PRECEDENT

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 Term, subject to any early termination provisions and any contract term extension provisions set forth herein (“Contract

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23 Term”); provided, however, that subject to Buyer’s obligations in Section 3.6, Buyer’s obligations to pay for or accept any Product are subject to Seller’s completion of the conditions precedent pursuant to Section 2.2.
(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 Article 18 and all indemnity and audit rights shall remain in full force and effect for two (2) years following the termination of this Agreement.

2.2 Conditions Precedent. The Delivery Term shall not commence until Seller completes each of the following conditions:
(a) Seller has delivered to Buyer (i) a completion certificate from a Licensed Professional Engineer substantially in the form of Exhibit H and (ii) a certificate from a Licensed Professional Engineer substantially in the form of Exhibit I setting forth the Installed Capacity on the Commercial Operation Date;
(b) A Participating Generator Agreement and a Meter Service Agreement 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 between Seller and the PTO shall have been executed and delivered and be in full force and effect and a copy of the Interconnection Agreement delivered to Buyer;
(d) All applicable regulatory authorizations, approvals and permits required for the operation of the Facility have been obtained and all required conditions thereof that are capable of being satisfied on the Commercial Operation Date have been satisfied and shall be in full force and effect;
(e) Seller has received CEC Precertification of the Facility (and reasonably expects to receive final CEC Certification and Verification for the Facility in no more than one hundred eighty (180) days from the Commercial Operation Date); (f) Seller (with the reasonable participation of Buyer) shall have completed all applicable WREGIS registration requirements that are reasonably capable of being completed prior to the Commercial Operation Date under WREGIS rules, including (as applicable) the completion and submittal of all applicable registration forms and supporting documentation, which may include applicable interconnection agreements, informational surveys related to the Facility, QRE service agreements, and other appropriate documentation required to effect Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the Facility within the WREGIS system;
(g) Seller has delivered the Performance Security to Buyer in accordance with Section 8.8; and

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24 (h) Seller has paid Buyer for all amounts owing under this Agreement as of the Commercial Operation Date, if any, including Daily Delay Damages and Commercial Operation Delay Damages.

2.3 Development; Construction; Progress Reports. Within fifteen (15) days after the close of (i) each calendar quarter from the first calendar quarter following the Effective Date until the Construction Start Date, and (ii) each calendar month from the first calendar month following the Construction Start Date until the Commercial Operation Date, Seller shall provide to Buyer a Progress Report and shall hold regularly scheduled meetings between representatives of Buyer and Seller to review such monthly reports and discuss Seller’s construction progress. The form of the Progress Report is set forth in Exhibit E, and shall include such additional information as may be reasonably requested by Buyer from time to time. Seller shall also provide Buyer with any reasonable requested documentation (subject to confidentiality restrictions) directly related to the achievement of Milestones within ten (10) Business Days of receipt of such request by Seller.

For the avoidance of doubt, as between Seller and Buyer, Seller is solely responsible for the design and construction of the Facility, including the location of the Site, obtaining all permits and approvals to build the Facility, the Facility layout, and the selection and procurement of the equipment comprising the Facility.

2.4 Remedial Action Plan. If Seller (a) misses the Guaranteed Construction Start Date, (b) misses three (3) or more Milestones (other than the Guaranteed Construction Start Date or Guaranteed Commercial Operation Date), or (c) misses any one (1) Milestone (other than the Guaranteed Construction Start Date or Guaranteed Commercial Operation Date) by more than ninety (90) days, except as the result of Force Majeure Event or Buyer Default, Seller shall submit to Buyer, within ten (10) Business Days after the occurrence of (a), (b) or (c), a remedial action plan (“Remedial Action Plan”), which will describe in detail any delays (actual or anticipated) beyond the scheduled Milestone dates, including the cause of the delay, if known (e.g., governmental approvals, financing, property acquisition, design activities, equipment procurement, project construction, interconnection, or any other factor), Seller’s detailed description of its proposed course of action to achieve the missed Milestones and all subsequent Milestones by the Guaranteed Commercial Operation Date; provided, that delivery of any Remedial Action Plan shall not relieve Seller of its obligation to provide Remedial Action Plans with respect to any subsequent Milestones and to achieve the Guaranteed Commercial Operation Date in accordance with the terms of this Agreement. Subject to the provisions of Exhibit B, so long as Seller complies with its obligations under this Section 2.4, Seller shall not be considered in default of its obligations under this Agreement solely as a result of missing any Milestone.

2.5 Bridging Capacity.
(a) Buyer intends to use the Incremental Capacity associated with the Contract Capacity for Buyer’s procurement obligations set forth in CPUC Decision No. 21-06-035 that requires qualifying projects to be online no later than June 1, 2025 (the “June 2025 MTR Deadline”). If Seller reasonably believes that it will be unable to achieve Commercial Operation by the June 2025 MTR Deadline, Seller shall notify Buyer to that effect. Following issuance of such Notice, Seller and Buyer shall cooperate, acting reasonably and in good faith, to arrange for and deliver Bridging Capacity consistent with the terms and conditions of this Agreement that satisfies Buyer’s obligations under the MTR Mandate associated with the June 2025 MTR Deadline from the period

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25 of June 1, 2025 until the Facility achieves Commercial Operation. Buyer shall reimburse Seller for all out of pocket costs and expenses associated with procurement and delivery of Bridging Capacity and further details regarding the supply and purchase of Bridging Capacity shall be established through definitive documents.
(b) Seller shall use reasonable commercial efforts to accelerate the Commercial Operation Date to achieve Buyer’s June 2025 MTR Deadline where practical. No later than March 1, 2024 Seller shall Notify Buyer of the status of efforts to accelerate the Commercial Operation Date. Seller’s obligations under this Section 2.5(b) shall not require Seller to incur incremental costs, modify the technology, equipment or design of the Facility or otherwise take actions that, in the Sellers reasonable opinion, may adversely affect the Seller, the Facility, the Seller’s ability to perform under this Agreement or the cost to the Seller of performing under this Agreement. (c) Notwithstanding the foregoing, Seller shall have no liability to Buyer if Seller fails to provide Bridging Capacity or accelerate the Commercial Operation Date pursuant to this Section 2.5.

ARTICLE 3

PURCHASE AND SALE

3.1 Purchase and Sale of Product. Subject to the terms and conditions of this Agreement, during the Delivery Term, Buyer will purchase and receive all of the Product produced by or associated with the Facility at the Contract Price and in accordance with Exhibit C, and Seller shall supply and deliver to Buyer all of the Product produced by or associated with the Facility (net of applicable losses). At its sole discretion, Buyer may during the Delivery Term re-sell or use for another purpose all or a portion of the Product, provided that no such re-sale or use shall relieve Buyer of any obligations hereunder. During the Delivery Term, Buyer will have exclusive rights to offer, bid, or otherwise submit the Product, or any component thereof, from the Facility after the Delivery Point for resale into the market or to any third party, and retain and receive any and all related revenues. Subject to Buyer’s obligation to purchase Product in accordance with this Section 3.1 and Exhibit C, Buyer has no obligation to purchase from Seller any Product for which the associated Facility Energy is not or cannot be delivered to the Delivery Point as a result of an outage of the Facility, a Force Majeure Event, or a Curtailment Order.

3.2 Sale of Green Attributes. During the Delivery Term, Seller shall sell and deliver to Buyer, and Buyer shall purchase and receive from Seller, all Green Attributes attributable to the Facility Energy generated by the Facility.

3.3 Imbalance Energy. Buyer and Seller recognize that in any given Settlement Period there may be Imbalance Energy. To the extent there is any Imbalance Energy, any payments related to such Imbalance Energy shall be for the account of Buyer.

3.4 Ownership of Renewable Energy Incentives. Seller shall have all right, title and interest in and to all Renewable Energy Incentives. Buyer acknowledges that any Renewable Energy Incentives belong to Seller. If any Renewable Energy Incentives, or values representing

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28 (a) The “Bridge Product Delivery Term” shall commence on January 1, 2024, and continue through the earlier of the termination of this Agreement in accordance with its terms, or the Commercial Operation Date (the “Delivery Cessation Date”); provided that the Bridge Product Delivery Term shall be extended solely for the purpose of transferring the WREGIS Certificates associated with the Bridge Product delivered to Buyer prior to the Delivery Cessation Date.
(b) The “Contract Quantity of Bridge Product” for each applicable calendar year (each calendar year, a “Delivery Year”) is equal to (c) Within thirty (30) days of Buyer’s Notice of intent to purchase Bridge Product for a Delivery Year (“Initial Notice”), Seller shall, subject to availability of such Bridge Product, provide Buyer the “Contract Price for Bridge Product”, which will be equal to the actual price(s) at which Seller is able to obtain the Contract Quantity of Bridge Product for such Delivery Year (“Bridge Product Offer”). Seller shall use commercially reasonable efforts to provide the Bridge Product Offer, provided, however, the Bridge Product Offer shall be based on market conditions at such time and Seller’s inability to source any portion of the Contract Quantity of Bridge Product will not be a breach or Event of Default of Seller. If the Parties have not previously agreed upon a form of agreement for the purchase of the Bridge Product, Seller shall provide a proposed form of agreement (e.g., a confirmation under the WSPP Agreement) that is reasonably acceptable to Seller at the same time that it delivers the Bridge Product Offer to Buyer.

Following receipt of the Bridge Product Offer, Buyer shall provide Notice to Seller within three (3) Business Days as to whether Buyer will accept the Bridge Product Offer, or any portion of the quantity thereof (not less than a reasonable minimum amount set forth in such offer, and not to exceed the amount offered by Seller), and subject to timely receipt of Buyer’s Notice and execution of an accompanying agreement mutually approved by the Parties (which either Party may withhold in the exercise of its sole discretion), Seller shall thereupon procure and deliver the Bridge Product in accordance with the Bridge Product Offer, Buyer’s Notice, and the executed accompanying agreement.
(d) In the event that Seller is unable to source all or a portion of the Contract Quantity of Bridge Product, Buyer shall use reasonable efforts to assist Seller with sourcing the Bridge Product.
(e) Notwithstanding subsection (c) above, if Buyer fails to send its Initial Notice to Seller on or before May 1 of a Delivery Year, neither Party shall have any further obligation with respect to the Bridge Product for such Delivery Year. (f) Other terms and conditions regarding the Bridge Product (subject to the above referenced executed accompanying agreement):
(i) The Bridge Product shall meet the RPS compliance requirements for Portfolio Content Category 1 as set forth in California Public Utilities Code Section 399.16(b)(1)(A) and CPUC Decision 11-12-052 and as set forth in Section 3.11 below. (ii) The Parties intend that the Bridge Product shall meet the

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29 requirements of California Public Utilities Code 399.13(b) and CPUC Decision D.17-06-026. (iii) Seller, or its designated scheduling coordinator, will perform all scheduling requirements applicable to the Bridge Product. All scheduling shall be performed consistent with all applicable CAISO and WECC prevailing protocols. (iv) Unless otherwise agreed by the Parties, for each month during the Bridge Product Delivery Term, Buyer will pay Seller an amount equal to the Contract Price for Bridge Product as multiplied by the portion of the Contract Quantity of Bridge Product transferred from Seller to Buyer through WREGIS.
(v) This Bridge Product is intended to qualify as a long-term contract pursuant to California Public Utilities Code 399.13(b) and CPUC Decision D.17-06-026. (vi) Seller makes no representation or warranty as to the Bridge Product requirements set forth in subparts (ii) and (v) above and the failure to meet such requirements shall not affect the Parties’ rights and obligations hereunder.

3.11 RPS Standard Terms and Conditions.
(a) Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in WREGIS will be taken prior to the first delivery under this Agreement.
(b) Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Facility qualifies and is certified by the CEC as an Eligible Renewable Energy Resource as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Facility’s electrical energy output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. The term “commercially reasonable efforts” as used in this Section 3.11 means efforts consistent with and subject to Section

3.12. (c) Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the renewable energy credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08-028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law.

3.12 Compliance Expenditure Cap. If a change in Laws occurring after the Effective Date has increased Seller’s known or reasonably expected costs to comply with Seller’s obligations under this Agreement with respect to obtaining, maintaining, conveying or effectuating Buyer’s

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30 use of (as applicable) any Product then the Parties agree that the maximum aggregate amount of out-of-pocket costs and expenses (“Compliance Costs”) Seller shall be required to bear during the Delivery Term to comply with all of such obligations shall be capped at (“Compliance Expenditure Cap”). Seller’s
internal administrative costs association with obtaining, maintaining, conveying or effectuating, Buyer’s use of (as applicable) any Product are excluded from the Compliance Expenditure Cap.

Any actions required for Seller to comply with its obligations set forth in the first paragraph above, the Compliance Costs of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.”
If Seller reasonably anticipates the need to incur Compliance Costs in excess of the Compliance Expenditure Cap in order to take any Compliance Action Seller shall provide Notice to Buyer of such anticipated Compliance Costs.

Buyer will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the Compliance Costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Buyer has not agreed to reimburse Seller. If Buyer does not respond within the sixty (60) day evaluation period, it shall be deemed to have waived its rights to require Seller to take the Compliance Actions that are the subject of the Notice and Seller shall have no further obligation to take such Compliance Actions.

If Buyer agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Buyer shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Buyer receives an invoice and documentation of such costs from Seller.

3.13 Project Configuration. In order to optimize the benefits of the Facility, Buyer and Seller each agree that if requested by the other Party, then Buyer and Seller will discuss in good faith potential reconfiguration of the Facility or Interconnection Facilities; provided that neither Party shall be obligated to agree to any changes under this Agreement, or to incur any expense in connection with such changes, except under terms mutually acceptable to both Parties (and Seller’s Lenders) as set forth in a written agreement executed by the Parties.

ARTICLE 4

OBLIGATIONS AND DELIVERIES

4.1 Delivery.
(a) Energy. Subject to the provisions of this Agreement, commencing on the Commercial Operation Date and through the end of the Contract Term, Seller shall supply and deliver the Product to Buyer at the Delivery Point, and Buyer shall take delivery of the Product at the Delivery Point in accordance with the terms of this Agreement. Seller will be responsible for paying or satisfying when due any costs or charges imposed in connection with the delivery of

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31 Facility Energy to the Delivery Point, including without limitation (but without limiting Buyer’s obligation to pay amounts associated with the Guaranteed Efficiency Rate as expressly provided herein), Station Use, Electrical Losses, any costs associated with delivering the Charging Energy from the Generating Facility to the Storage Facility, and any operation and maintenance charges imposed on Seller by the Transmission Provider directly relating to the Facility’s operations.

Buyer shall be responsible for all costs, charges and penalties, if any, imposed in connection with the delivery of Facility Energy at and after the Delivery Point, including without limitation transmission costs and transmission line losses and imbalance charges. The Facility Energy will be scheduled with the CAISO by Buyer (or Buyer’s designated Scheduling Coordinator for the Facility) in accordance with Exhibit D.
(b) Green Attributes. All Green Attributes associated with the Facility Energy during the Delivery Term are exclusively dedicated to and will be conveyed to Buyer. Seller represents and warrants that Seller holds the rights to all Green Attributes from the Facility Energy, and Seller agrees to convey and hereby conveys all such Green Attributes to Buyer as included in the delivery of the Product from the Facility.

4.2 Title and Risk of Loss.
(a) Energy. Title to and risk of loss related to the Facility Energy, shall pass and transfer from Seller to Buyer at the Delivery Point. Seller warrants that all Product delivered to Buyer is free and clear of all liens, security interests, claims and encumbrances of any kind. (b) Green Attributes. Title to and risk of loss related to the Green Attributes associated with the Facility Energy shall pass and transfer from Seller to Buyer upon the transfer of such Green Attributes in accordance with WREGIS.

4.3 Forecasting. Seller shall provide the forecasts described below at its sole expense and in a format reasonably acceptable to Buyer (or Buyer’s designee). Seller shall use reasonable efforts to provide forecasts that are accurate and, to the extent not inconsistent with the requirements of this Agreement, shall prepare such forecasts, or cause such forecasts to be prepared, in accordance with Prudent Operating Practices, including CAISO requirements applicable to projects similar to the Facility.
(a) Annual Forecast of Energy. No less than forty-five (45) days before (i) the first day of the first Contract Year of the Delivery Term and (ii) at the beginning of each calendar year for every subsequent Contract Year during the Delivery Term, Seller shall provide to Buyer and the SC for the Facility (if applicable) a non-binding forecast of each month’s average-day Expected Energy, by hour, for the following calendar year in a form substantially similar to the table found in Exhibit F-1, or as reasonably requested by Buyer. (b) Monthly Forecast of Energy and Available Generating Capacity. No less than thirty (30) days before the beginning of Commercial Operation, and thereafter ten (10) Business Days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer and the SC for the Facility (if applicable) a non-binding forecast of the hourly expected Energy, Available Generating Capacity and Storage Capacity for each day of the following month in a form substantially similar to the table found in Exhibit F-2 (“Monthly Delivery Forecast”).

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32 (c) Day-Ahead Forecast. By 5:30 AM Pacific Prevailing Time on the Business Day immediately preceding the date of delivery, or as otherwise specified by Buyer consistent with Prudent Operating Practice, Seller shall provide Buyer with a non-binding forecast of (i) Available Generating Capacity and (ii) Storage Capacity and (iii) hourly expected Energy, and (iv) Stored Energy Level, in each case, for each Settlement Interval of each hour of the immediately succeeding day (“Day-Ahead Forecast”). A Day-Ahead Forecast provided in a day prior to any non-Business Day(s) shall include non-binding forecasts for the immediate day, each succeeding non-Business Day and the next Business Day. Each Day-Ahead Forecast shall clearly identify, for each Settlement Interval of each hour, Seller’s best estimate of (i) the Available Generating Capacity and (ii) the Storage Capacity and (iii) the hourly expected Energy, and (iv) Stored Energy Level. These Day-Ahead Forecasts shall be sent to Buyer’s on-duty Scheduling Coordinator. If Seller fails to provide Buyer with a Day-Ahead Forecast as required herein for any period, then for such unscheduled delivery period only Buyer shall rely on any Real-Time Forecast provided in accordance with Section 4.3(d) or the Monthly Delivery Forecast or Buyer’s best estimate based on information reasonably available to Buyer.
(d) Real-Time Forecasts. During the Delivery Term, Seller shall notify Buyer of any changes from the Day-Ahead Forecast of one (1) MW or more in (i) Available Generating Capacity, (ii) Storage Capacity or (iii) hourly expected Energy, in each case, whether due to Forced Facility Outage, Force Majeure or other cause, as soon as reasonably possible, but no later than one (1) hour prior to the deadline for submitting Schedules to the CAISO in accordance with the rules for participation in the Real-Time Market. If the Available Generating Capacity, Storage Capacity, or hourly expected Energy changes by at least one (1) MW as of a time that is less than one (1) hour prior to the Real-Time Market deadline, but before such deadline, then Seller must notify Buyer as soon as reasonably possible. Such Real-Time Forecasts of Energy shall be provided by an Approved Forecast Vendor and shall contain information regarding the beginning date and time of the event resulting in the change in Available Generating Capacity, Storage Capacity, or hourly expected Energy, as applicable, the expected end date and time of such event, and any other information required by the CAISO or reasonably requested by Buyer. Seller shall also provide access to routinely updated forecasts for each Settlement Interval of each hour of the expected Energy. Such real-time forecasts of Energy shall be provided by the CAISO, or if the CAISO does not provide such forecasts for the Facility then such forecasts shall be provided by an Approved Forecast Vendor. With respect to any Forced Facility Outage, Seller shall use commercially reasonable efforts to notify Buyer of such outage within ten (10) minutes of the commencement of the Forced Facility Outage. Seller shall inform Buyer of any developments that will affect either the duration of such outage or the availability of the Facility during or after the end of such outage. These Real-Time Forecasts shall be communicated in a method reasonably acceptable to Buyer; provided that Buyer specifies the method no later than twenty (20) Business Days prior to the effective date of such requirement (or such longer period as may be reasonably necessary to implement the requested method). In the event Buyer fails to provide Notice of an acceptable method for communications under this Section 4.3(d), then Seller shall send such communications by telephone and e-mail or electronic feed to Buyer (or in another mutually-agreed format). (e) Forced Facility Outages. Notwithstanding anything to the contrary herein, Seller shall promptly notify Buyer’s on-duty Scheduling Coordinator of Forced Facility Outages

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33 and Seller shall keep Buyer informed of any developments that will affect either the duration of the outage or the availability of the Facility during or after the end of the outage. (f) Forecasting Penalties. Subject to a Force Majeure Event, in the event Seller does not in a given hour provide the forecast required in Section 4.3(d) and Buyer incurs a loss or penalty resulting from Seller’s failure and Buyer’s scheduling activities with respect to Facility Energy during such hour, Seller shall be responsible for a Forecasting Penalty for each such hour.

Settlement of Forecasting Penalties shall occur as set forth in Article 8 of this Agreement. (g) CAISO Tariff Requirements. To the extent such obligations are applicable to the Facility, Seller will comply with all applicable obligations for Variable Energy Resources under the CAISO Tariff and the Eligible Intermittent Resource Protocol, including providing appropriate operational data and meteorological data, and will fully cooperate with Buyer, Buyer’s SC, and CAISO, in providing all data, information, and authorizations required thereunder.

4.4 Dispatch Down/Curtailment.
(a) General. Seller agrees to reduce the amount of Facility Energy produced by the Facility, by the amount and for the period set forth in any Curtailment Order, Buyer Curtailment Order, or notice received from CAISO in respect of a Buyer Bid Curtailment, provided that Seller is not required to reduce such amount to the extent such reduction or any such Curtailment Order, Buyer Curtailment Order or notice is inconsistent with the limitations of the Facility set out in the Operating Restrictions.
(b) Buyer Curtailment. Buyer shall have the right to order Seller to curtail deliveries of Facility Energy through Buyer Curtailment Orders, provided that Buyer shall pay Seller for all Deemed Delivered Energy associated with a Buyer Curtailment Period at the Renewable Rate.
(c) Failure to Comply. If Seller fails to comply with a Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order, then, for each MWh of Facility Energy that is delivered by the Facility to the Delivery Point in contradiction to the Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order, Seller shall pay Buyer for each such MWh at an amount equal to the sum of (A) + (B) + (C), where: (A) is the amount, if any, paid to Seller by Buyer for delivery of such excess MWh and, (B) is the sum, for all Settlement Intervals with a Negative LMP during the Buyer Curtailment Period or Curtailment Period, of the absolute value of the product of such excess MWh in each Settlement Interval and the Negative LMP for such Settlement Interval, and (C) is any penalties assessed by the CAISO or other charges assessed by the CAISO resulting from Seller’s failure to comply with the Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order.
(d) Seller Equipment Required for Curtailment Instruction Communications.

Subject to the last sentence of this Section 4.4(d), Seller shall acquire, install, and maintain such facilities, communications links and other equipment, and implement such protocols and practices, as necessary to respond and follow instructions, including an electronic signal conveying real time and intra-day instructions, to operate the Facility as reasonably directed by the Buyer in accordance with this Agreement or a Governmental Authority, including to implement a Buyer Curtailment

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34 Order, Buyer Bid Curtailment or Curtailment Order in accordance with the then-current methodology used to transmit such instructions as it may change from time to time. If at any time during the Delivery Term Seller’s facilities, communications links or other equipment, protocols or practices are not in compliance with then-current methodologies, Seller shall, subject to the last sentence of this Section 4.4(d), take the steps necessary to become compliant as soon as reasonably possible. Seller shall be liable pursuant to Section 4.4(c) for failure to comply with a Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order, during the time that Seller’s facilities, communications links or other equipment, protocols or practices are not in compliance with this Section 4.4(d). For the avoidance of doubt, a Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order communication via such systems and facilities shall have the same force and effect on Seller as any other form of communication. If Seller is directed by Buyer to install or implement facilities, communications links or other equipment, protocols or practices facilities pursuant to this Section 4.4(d) that are not otherwise required for the Facility pursuant to the CAISO Tariff, then the installation or implementation of such facilities, communications links or other equipment, protocols or practices facilities will be deemed Compliance Actions subject to the Compliance Expenditure Cap as set forth in Section 3.12.

4.5 Charging Energy Management.
(a) Upon receipt of a valid Charging Notice, Seller shall deliver the Charging Energy from the Generating Facility to the Storage Facility in order to deliver the Storage Product in accordance with the terms of this Agreement (including the Operating Restrictions), including maintenance, repair or replacement of equipment in Seller’s possession or control used to deliver the Charging Energy from the Generating Facility to the Storage Facility. (b) Buyer will have the right to charge the Storage Facility during the Delivery Term seven (7) days per week and twenty-four (24) hours per day (including holidays), by providing Charging Notices to the Storage Facility electronically, provided, that Buyer’s right to issue Charging Notices is subject to Prudent Operating Practice and the requirements and limitations set forth in this Agreement, including the Operating Restrictions and the provisions of Section 4.5(a). Each Charging Notice issued in accordance with this Agreement will be effective unless and until Buyer modifies such Charging Notice by providing Seller with an updated Charging Notice.
(c) Seller shall not charge the Storage Facility during the Term other than pursuant to a valid Charging Notice, or in connection with a Storage Capacity Test, or pursuant to a notice from CAISO, the PTO, Transmission Provider, or any other Governmental Authority, or as otherwise required by applicable law. If, during the Contract Term, Seller (a) charges the Storage Facility to a Stored Energy Level greater than the Stored Energy Level provided for in the Charging Notice or (b) charges the Storage Facility in violation of the first sentence of this Section

4.5(c), then (x) Seller shall be responsible for all energy costs associated with such charging of the Storage Facility, (y) Buyer shall not be required to pay for the charging of such energy (i.e., Charging Energy), and (z) Buyer shall be entitled to discharge such energy and entitled to all of the benefits (including Storage Product) associated with such discharge. (d) Buyer will have the right to discharge the Storage Facility seven (7) days per week and twenty-four (24) hours per day (including holidays), by providing Discharging

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37 4.7 Guaranteed Energy Production. Seller shall be required to deliver to Buyer no less than the Guaranteed Energy Production in each Performance Measurement Period. Seller shall be excused from achieving the Guaranteed Energy Production during any Performance Measurement Period only to the extent of any Force Majeure Events, System Emergency, Storage Capacity Tests, Buyer’s Default or other failure to perform, and Curtailment Periods or Buyer Curtailment Periods. For purposes of determining whether Seller has achieved the Guaranteed Energy Production, Seller shall be deemed to have delivered to Buyer (1) any Deemed Delivered Energy, (2) Energy in the amount it could reasonably have delivered to Buyer but was prevented from delivering to Buyer by reason of any Force Majeure Events, System Emergency, Storage Capacity Tests, Buyer’s Default or other failure to perform, and Curtailment Periods (“Lost Output”). If Seller fails to achieve the Guaranteed Energy Production amount in any Performance Measurement Period, Seller shall pay Buyer damages calculated in accordance with Exhibit G.

4.8 Storage Availability.
(a) During the Delivery Term, the Storage Facility shall maintain a Monthly Storage Availability during each month of no less than (the “Guaranteed Storage Availability”), which Monthly Storage Availability shall be calculated in accordance with Exhibit P.
(b) If the Monthly Storage Availability during any month is less than the Guaranteed Storage Availability, then Buyer’s payment for the Storage Product shall be calculated by reference to the Availability Adjusted Storage Contract Capacity (as determined in accordance with Exhibit P).

4.9 Storage Capacity Tests.
(a) Prior to the Commercial Operation Date, Seller shall schedule and complete a Storage Capacity Test in accordance with Exhibit O. Thereafter, Seller and Buyer shall have the right to run additional Storage Capacity Tests in accordance with Exhibit O. (b) Buyer shall have the right to send one or more representative(s) to witness all Storage Capacity Tests. Buyer shall be responsible for all costs, expenses and fees payable or reimbursable to its representative(s) witnessing any Storage Capacity Test. Except as otherwise specified in Exhibit O, all other costs or revenues associated with any Storage Capacity Test shall be borne by, or accrue to, Seller, as applicable.
(c) Following each Storage Capacity Test, Seller shall submit a testing report in accordance with Exhibit O. If the actual capacity determined pursuant to a Storage Capacity Test is less than the then current Storage Contract Capacity, then the actual capacity determined pursuant to a Storage Capacity Test shall become the new Storage Contract Capacity at the beginning of the day following the completion of the test for all purposes under this Agreement, including compensation under Exhibit C.

4.10 WREGIS. Seller shall, at its sole expense, but subject to Section 3.12, take all actions and execute all documents or instruments necessary to ensure that all WREGIS Certificates associated with all Renewable Energy Credits corresponding to all Facility Energy are issued and tracked for purposes of satisfying the requirements of the California Renewables Portfolio

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38 Standard and transferred in a timely manner to Buyer for Buyer’s sole benefit. Seller shall transfer the Renewable Energy Credits to Buyer. Seller shall comply with all Laws, including the WREGIS Operating Rules, regarding the certification and transfer of such WREGIS Certificates to Buyer and Buyer shall be given sole title to all such WREGIS Certificates. In addition:
(a) Prior to the Commercial Operation Date, Seller shall register the Facility with WREGIS and establish an account with WREGIS (“Seller’s WREGIS Account”), which Seller shall maintain until the end of the Delivery Term. Seller shall transfer the WREGIS Certificates using “Forward Certificate Transfers” (as described in the WREGIS Operating Rules) from Seller’s WREGIS Account to the WREGIS account(s) of Buyer or the account(s) of a designee that Buyer identifies by Notice to Seller (“Buyer’s WREGIS Account”). Seller shall be responsible for all expenses associated with registering the Facility with WREGIS, establishing and maintaining Seller’s WREGIS Account, paying WREGIS Certificate issuance and transfer fees, and transferring WREGIS Certificates from Seller’s WREGIS Account to Buyer’s WREGIS Account.
(b) Seller shall cause Forward Certificate Transfers to occur on a monthly basis in accordance with the certification procedure established by the WREGIS Operating Rules. Since WREGIS Certificates will only be created for whole MWh amounts of Facility Energy generated, any fractional MWh amounts (i.e., kWh) will be carried forward until sufficient generation is accumulated for the creation of a WREGIS Certificate.
(c) Seller shall, at its sole expense, ensure that the WREGIS Certificates for a given calendar month correspond with the Facility Energy for such calendar month as evidenced by the Facility’s metered data.
(d) Due to the ninety (90) day delay in the creation of WREGIS Certificates relative to the timing of invoice payment under Section 8.2, Buyer shall make an invoice payment for a given month in accordance with Section 8.2 before the WREGIS Certificates for such month are formally transferred to Buyer in accordance with the WREGIS Operating Rules and this Section 4.10. Notwithstanding this delay, Buyer shall have all right and title to all such WREGIS Certificates upon payment to Seller in accordance with Section 8.2. (e) A “WREGIS Certificate Deficit” means any deficit or shortfall in WREGIS Certificates delivered to Buyer for a calendar month as compared to the Facility Energy for the same calendar month (“Deficient Month”) caused by an error or omission of Seller. If any WREGIS Certificate Deficit is caused, or the result of any action or inaction by Seller, then the amount of Adjusted Facility Energy in the Deficient Month shall be reduced by the amount of the WREGIS Certificate Deficit for purposes of calculating Buyer’s payment to Seller under Article 8 and the Guaranteed Energy Production for the applicable Contract Year; provided, however, that such adjustment shall not apply to the extent that Seller either (x) resolves the WREGIS Certificate Deficit within ninety (90) days after the Deficient Month or (y) provides Replacement Green Attributes (as defined in Exhibit G) delivered to NP 15 EZ Gen Hub as Scheduled Energy within ninety (90) days after the Deficient Month (i) upon a schedule reasonably acceptable to Buyer and (ii) provided that such deliveries do not impose additional costs upon Buyer for which Seller refuses to provide reimbursement. Without limiting Seller’s obligations under this Section 4.10,

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40 ARTICLE 6

MAINTENANCE OF THE FACILITY

6.1 Maintenance of the Facility. Seller shall materially comply with Law and Prudent Operating Practice relating to the operation and maintenance of the Facility and the generation and sale of Product.

6.2 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, reasonable action to prevent such damage or injury and shall give Notice to Buyer’s emergency contact identified on Exhibit N 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 Discharging Energy to Buyer.

6.3 Shared Facilities. The Parties acknowledge and agree that certain of the Shared Facilities and Interconnection Facilities, and Seller’s rights and obligations under the Interconnection Agreement, may be subject to certain shared facilities or co-tenancy agreements to be entered into among Seller, the Participating Transmission Owner, Seller’s Affiliates, or third parties pursuant to which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such agreements (i) shall permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder and (ii) provide for separate metering of the Facility.

ARTICLE 7

METERING

7.1 Metering.
(a) Seller shall measure the amount of Facility Energy using the Facility Meter, which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use from the Facility to the Delivery Point, as applicable. Seller shall measure the PV Energy using the Generating Facility Meter. Seller shall measure the Charging Energy and the Discharging Energy using the Storage Facility Meters. Seller will also provide any additional meters required by CAISO (e.g., auxiliary meters), WREGIS, or this Agreement and all meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained at Seller’s cost.
(b) Seller shall obtain and maintain a single CAISO resource ID dedicated exclusively to the Generating Facility and a single CAISO resource ID dedicated exclusively to the Storage Facility. Seller shall not (i) obtain a single CAISO resource ID for the Facility or (ii) obtain additional CAISO resource IDs for the Generating Facility, the Storage Facility, or the Facility without the prior written consent of Buyer, which shall not be unreasonably withheld. In addition, upon the reasonable request of Buyer, Seller shall obtain one or more additional CAISO resource IDs, provided that any out-of-pocket costs associated with obtaining such additional

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41 CAISO resource IDs incurred by Seller shall be reimbursed by Buyer; provided, that Seller shall not be required to make any changes that will jeopardize any Tax Credits. (c) Metering shall be consistent with the requirements of this Agreement, the CAISO Tariff, and to the extent applicable, WREGIS, and to the extent not inconsistent with the foregoing, the Metering Diagram set forth as Exhibit R, a final version of which shall be provided to Buyer at least thirty (30) days before the Commercial Operation Date. As of the Effective Date, the Facility is intended to be configured and metered as a solar photovoltaic electricity generating facility that is co-located and AC-coupled with an electrochemical battery energy storage facility.

Seller shall not modify the configuration of this Facility (e.g., change to a hybrid or DC-coupled configuration), or the metering, without the prior written consent of Buyer, not to be unreasonably withheld.
(d) Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO the CAISO meter data directly relating to the Facility and all inspection, testing and calibration data and reports. Seller and Buyer, or Buyer’s Scheduling Coordinator, shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Market Results Interface – Settlements (MRI-S) (or its successor) or directly from the CAISO meter(s) at the Facility.

7.2 Meter Verification. Annually, if Seller has reason to believe there may be a meter malfunction, or upon Buyer’s reasonable request, Seller shall test the meter. The tests shall be conducted by independent third parties qualified to conduct such tests. Buyer shall be notified seven (7) days in advance of such tests and have a right to be present during such tests. If a meter is inaccurate it shall be promptly repaired or replaced.

ARTICLE 8
INVOICING AND PAYMENT; CREDIT

8.1 Invoicing. Seller shall make good faith efforts to deliver an invoice to Buyer for Product within fifteen (15) Business Days after the end of the prior monthly billing period. Each invoice shall reflect (a) records of metered data, including CAISO metering and transaction data sufficient to document and verify the amount of Product delivered by the Facility for any Settlement Period during the preceding month, including the amount of Facility Energy, the amount of PV Energy, the amount of Charging Energy, the amount of Discharging Energy, the amount of Replacement RA delivered to Buyer (if any), the calculation of Adjusted Facility Energy, Deemed Delivered Energy, and Adjusted Energy Production, the LMP prices at the Delivery Point for each Settlement Period, and the Contract Price applicable to such Product in accordance with Exhibit C; (b) access to any records, including invoices or settlement data from the CAISO, necessary to verify the accuracy of any amount; and (c) be in a format reasonably specified by Buyer, covering the services provided in the preceding month determined in accordance with the applicable provisions of this Agreement. Buyer shall, and shall cause its Scheduling Coordinator to, provide Seller with all reasonable access (including, in real time, to the maximum extent reasonably possible) to any records, including invoices or settlement data

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42 from the CAISO, forecast data and other information, all as may be necessary from time to time for Seller to prepare and verify the accuracy of all invoices.

8.2 Payment. Buyer shall make payment to Seller for Product by wire transfer or ACH payment to the bank account provided on each monthly invoice. Buyer shall pay undisputed invoice amounts within thirty (30) days after receipt of the invoice or the end of the prior monthly billing period, whichever is later. 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 prime rate published on the date of the invoice in The Wall Street Journal, or, if The Wall Street Journal is not published on that day, the next succeeding date of publication, plus two percent (2%) (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.

8.3 Books and Records. To facilitate payment and verification, each Party shall maintain all books and records necessary for billing and payments, including copies of all invoices under this Agreement, for a period of at least two (2) years or as otherwise required by Law. Upon ten (10) Business Days’ Notice to the other Party, either Party shall be granted reasonable access to the accounting books and records within the possession or control of the other Party pertaining to all invoices generated pursuant to this Agreement. Seller acknowledges that in accordance with California Government Code Section 8546.7, Seller may be subject to audit by the California State Auditor with regard to Seller’s performance of this Agreement because the compensation under this Agreement exceeds Ten Thousand Dollars ($10,000).

8.4 Payment Adjustments; Billing Errors. Payment adjustments shall be made if Buyer or Seller discovers there have been good faith inaccuracies in invoicing that are not otherwise disputed under Section 8.5 or an adjustment to an amount previously invoiced or paid is required due to a correction of data by the CAISO; provided, however, that there shall be no adjustments to prior invoices based upon meter inaccuracies. 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, until settled in full, in accordance with Section 8.2, accruing from the date on which the adjusted amount should have been due.

8.5 Billing Disputes. 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. 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 five (5) Business Days of such resolution along with interest accrued at the

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43 Interest Rate from and including the original due date to but excluding the date paid. Inadvertent overpayments shall be returned via adjustments in accordance with Section 8.4. Any dispute with respect to an invoice is waived if the other Party is not notified in accordance with this Section 8.5 within twelve (12) months after the invoice is rendered or subsequently adjusted, except to the extent any misinformation was from a third party not affiliated with any Party and such third party corrects its information after the twelve-month period. If an invoice is not rendered within twelve (12) months after the close of the month during which performance occurred, the right to payment for such performance is waived.

8.6 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 through netting, in which case all amounts owed by each Party to the other Party for the purchase and sale of Product during the monthly billing period under this Agreement or otherwise arising out of this Agreement, including any related damages calculated pursuant to Exhibits B and G, 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.

8.7 Seller’s Development Security. To secure its obligations under this Agreement, Seller shall deliver Development Security to Buyer within thirty (30) days of the Effective Date.

Seller shall maintain the Development Security in full force and effect and Seller shall within ten (10) Business Days after any draw thereon replenish the Development Security in the event Buyer collects or draws down any portion of the Development Security for any reason permitted under this Agreement other than to satisfy a Damage Payment or a Termination Payment. Upon the earlier of (a) Seller’s delivery of the Performance Security, or (b) sixty (60) days after termination of this Agreement, Buyer shall return the Development Security to Seller, less the amounts drawn in accordance with this Agreement. If the Development Security is a Letter of Credit and the issuer of such Letter of Credit (i) fails to maintain the minimum Credit Rating specified in the definition of Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit and such Letter of Credit expires prior to the Commercial Operation Date, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit by such issuer, Seller shall have ten (10) Business Days to either post cash or deliver a substitute Letter of Credit in the amount of the Development Security and that otherwise meets the requirements set forth in the definition of Development Security.

8.8 Seller’s Performance Security. To secure its obligations under this Agreement, Seller shall deliver Performance Security to Buyer on or before the Commercial Operation Date.

If the Performance Security is not in the form of cash or Letter of Credit, it shall be substantially in the form of Guaranty set forth in Exhibit L. Seller shall maintain the Performance Security in full force and effect, subject to any draws made by Buyer in accordance with this Agreement, until the following have occurred: (A) the Delivery Term has expired or terminated early; and (B) all payment obligations of the Seller then due and payable under this Agreement, including compensation for penalties, Termination Payment, 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

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44 prior to the Commercial Operation Date, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit by such issuer, Seller shall have ten (10) Business Days to either post cash or deliver a substitute Letter of Credit that meets the requirements set forth in the definition of Performance Security. Seller may at its option exchange one permitted form of Development Security or Performance Security for another permitted form of Development Security or Performance Security, as applicable.

8.9 First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Agreement, and until released as provided herein, Seller hereby grants to Buyer a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right to net against), and assignment of the Development Security, Performance Security, any other cash collateral and cash equivalent collateral posted pursuant to Sections 8.7 and 8.8 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 in, and lien on (and right to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof.

Upon or any time after the occurrence and continuation 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 Agreement where Buyer is authorized to retain all or a portion of the Development Security or Performance Security, Buyer may do any one or more of the following (in each case subject to the final sentence of this Section 8.9):
(a) Exercise any of its rights and remedies with respect to the Development Security and 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 Development Security or Performance Security; and (c) Liquidate all Development Security or Performance Security (as applicable) 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 Seller’s obligations under this Agreement (Seller remains 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.

8.10 Financial Statements. In the event a Guaranty is provided as Performance Security in lieu of cash or a Letter of Credit, Seller shall provide to Buyer, or cause the Guarantor to provide to Buyer, unaudited quarterly and annual audited financial statements of the Guarantor (including a balance sheet and statements of income and cash flows), all prepared in accordance with generally accepted accounting principles in the United States, consistently applied.

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45 ARTICLE 9

NOTICES

9.1 Addresses for the Delivery of Notices. Except as provided in Exhibit D, any Notice required, permitted, or contemplated hereunder shall be in writing, shall be made as specified and addressed to the Party to be notified at the address set forth on Exhibit N or at such other address or addresses as a Party may designate for itself from time to time by Notice hereunder.

9.2 Acceptable Means of Delivering Notice. Each Notice required, permitted, or contemplated hereunder shall be deemed to have been validly served, given or delivered as follows: (a) if sent by United States mail with proper first class postage prepaid, three (3) Business Days following the date of the postmark on the envelope in which such Notice was deposited in the United States mail; (b) if sent by a regularly scheduled overnight delivery carrier with delivery fees either prepaid or an arrangement with such carrier made for the payment of such fees, the next Business Day after the same is delivered by the sending Party to such carrier; (c) if sent by electronic communication (including electronic mail or other electronic means), upon successful completion of such transmission, if received during business hours on a Business Day, and otherwise will be deemed given at the close of business on the next Business Day; or (d) if delivered in person, upon receipt by the receiving Party. Notwithstanding the foregoing, Notices of outages or other scheduling or dispatch information or requests, may be sent by electronic communication and shall be considered delivered upon successful completion of such transmission.

ARTICLE 10

FORCE MAJEURE

10.1 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; epidemic or pandemic, including COVID-19; landslide; mudslide; sabotage; terrorism; earthquake; or other cataclysmic events; an act of public enemy; war; blockade; civil insurrection; riot; civil disturbance; or strikes or other labor difficulties caused or suffered by a Party or any third party except as set forth below.

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46 (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 electric energy 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) a Curtailment Order; (v) 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; (vi) any equipment failure except if such equipment failure is caused by a Force Majeure Event; or (vii) Seller’s inability to achieve Construction Start of the Facility following the Guaranteed Construction Start Date or achieve Commercial Operation following the Guaranteed Commercial Operation Date unless the cause of such inability is an event that would otherwise constitute a Force Majeure Event as described above; it being understood and agreed, for the avoidance of doubt, that the occurrence of a Force Majeure Event may give rise to a Development Cure Period.

10.2 No Liability If a Force Majeure Event Occurs. Neither Seller nor Buyer shall be liable to the other Party in the event it is prevented from performing its obligations hereunder in whole or in part due to a Force Majeure Event. The Party rendered unable to fulfill any obligation by reason of a Force Majeure Event shall take reasonable actions necessary to remove such inability. Nothing herein shall be construed as permitting that Party to continue to fail to perform after said cause has been removed. Neither Party shall be considered in breach or default of this Agreement if and to the extent that any failure or delay in the Party’s performance of one or more of its obligations hereunder is caused by a Force Majeure Event. 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 Construction Start Date or 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 11.1(b)(ii) and receive a Damage Payment upon exercise of Buyer’s rights pursuant to Section 11.2.

10.3 Notice. In the event of any delay or nonperformance resulting from a Force Majeure Event, the Party suffering the Force Majeure Event shall (a) as soon as practicable, notify the other Party in writing of the nature, cause, estimated date of commencement thereof, and the anticipated extent of any delay or interruption in performance, and (b) 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; provided, however, that a Party’s failure to give timely Notice shall not affect such Party’s ability to assert that a Force Majeure Event has occurred unless the delay in giving Notice materially prejudices the other Party. Upon request from Buyer, Seller shall provide documentation demonstrating to Buyer’s reasonable satisfaction that the delays described above did not result from Seller’s actions or failure to take reasonable actions.

10.4 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

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49 (A) if any representation or warranty made by the Guarantor in connection with this Agreement is false or misleading in any material respect when made or when deemed made or repeated, and such default is not remedied within thirty (30) days after Notice thereof; (B) the failure of the Guarantor to make any payment required or to perform any other material covenant or obligation in any Guaranty; (C) the Guarantor becomes Bankrupt;
(D) the Guarantor shall fail to meet the criteria for an acceptable Guarantor as set forth in the definition of Guarantor;
(E) the failure of the Guaranty to be in full force and effect (other than in accordance with its terms) prior to the indefeasible satisfaction of all obligations of Seller hereunder; or
(F) the Guarantor shall repudiate, disaffirm, disclaim, or reject, in whole or in part, or challenge the validity of any Guaranty; or (x) with respect to any outstanding Letter of Credit provided for the benefit of Buyer that is not then required under this Agreement to be canceled or returned, the failure by Seller to provide for the benefit of Buyer either (1) cash, or (2) a substitute Letter of Credit from a different issuer meeting the criteria set forth in the definition of Letter of Credit, in each case, in the amount required hereunder within ten (10) Business Days after Seller receives Notice of the occurrence of any of the following events:
(A) the issuer of the outstanding Letter of Credit shall fail to maintain a Credit Rating of at least A- by S&P or A3 by Moody’s; (B) the issuer of such Letter of Credit becomes Bankrupt; (C) the issuer of the outstanding Letter of Credit shall fail to comply with or perform its obligations under such Letter of Credit and such failure shall be continuing after the lapse of any applicable grace period permitted under such Letter of Credit;
(D) the issuer of the outstanding Letter of Credit shall fail to honor a properly documented request to draw on such Letter of Credit; (E) the issuer of the outstanding Letter of Credit shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such Letter of Credit;
(F) such Letter of Credit fails or ceases to be in full force and effect at any time; or

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50 (G) Seller shall fail to renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit and as provided in accordance with this Agreement, and in no event less than sixty (60) days prior to the expiration of the outstanding Letter of Credit.

11.2 Remedies; Declaration of Early Termination Date. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (“Non-Defaulting Party”) shall have the following rights:
(a) to send Notice, designating a day, no earlier than the day such Notice is deemed to be received and no later than twenty (20) days after such Notice is deemed to be received, as an early termination date of this Agreement (“Early Termination Date”) that terminates this Agreement (the “Terminated Transaction”) and ends the Delivery Term effective as of the Early Termination Date;
(b) to accelerate all amounts owing between the Parties, and to collect as liquidated damages (i) the Damage Payment (in the case of an Event of Default by Seller occurring before the Commercial Operation Date, including an Event of Default under Section 11.1(b)(ii)) subject to the limitations in Section 11.7, or (ii) the Termination Payment calculated in accordance with Section 11.3 below (in the case of any other Event of Default by either Party); (c) to withhold any payments due to the Defaulting Party under this Agreement; (d) to suspend performance; or
(e) to exercise any other right or remedy available at law or in equity, including specific performance or injunctive relief, except to the extent such remedies are expressly limited under this Agreement;
provided, that payment by the Defaulting Party of the Damage Payment or Termination Payment, as applicable, shall constitute liquidated damages and the Non-Defaulting Party’s sole and exclusive remedy for the Terminated Transaction and the Event of Default related thereto.

11.3 Termination Payment. The Termination Payment (“Termination Payment”) for the Terminated Transaction shall be the aggregate of all Settlement Amounts plus any or all other amounts due to or from the Non-Defaulting Party (as of the Early Termination Date) netted into a single amount. If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement, the net Settlement Amount shall be zero. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for the Terminated Transaction as of the Early Termination Date. Third parties supplying information for purposes of the calculation of Gains or Losses may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information. The Settlement Amount shall not include consequential, incidental, punitive, exemplary, indirect or business interruption damages. Without prejudice to the Non-Defaulting Party’s duty to mitigate, the Non-Defaulting Party shall not have to enter into replacement transactions to establish a Settlement Amount. Each Party agrees and acknowledges that (a) the actual damages that the Non-Defaulting Party would incur in connection with the

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52 OR IN CONNECTION WITH THIS AGREEMENT, BY STATUTE, IN TORT OR CONTRACT.

12.2 Waiver and Exclusion of Other Damages. EXCEPT AS EXPRESSLY 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. ALL LIMITATIONS OF LIABILITY CONTAINED IN

THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE PERTAINING TO SELLER’S LIMITATION OF LIABILITY AND THE PARTIES’ WAIVER OF

CONSEQUENTIAL DAMAGES, SHALL APPLY EVEN IF THE REMEDIES FOR BREACH OF WARRANTY PROVIDED IN THIS AGREEMENT ARE DEEMED TO “FAIL OF THEIR ESSENTIAL PURPOSE” OR ARE OTHERWISE HELD TO BE INVALID OR UNENFORCEABLE.

FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS AND EXCLUSIVE

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, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES ONLY.

FOLLOWING THE OCCURRENCE OF THE COMMERCIAL OPERATION DATE, THE

VALUE OF ANY TAX CREDITS, DETERMINED ON AN AFTER-TAX BASIS, LOST DUE TO BUYER’S DEFAULT (WHICH SELLER HAS NOT BEEN ABLE TO MITIGATE AFTER

USE OF REASONABLE EFFORTS) AND AMOUNTS DUE IN CONNECTION WITH THE

RECAPTURE OF ANY RENEWABLE ENERGY INCENTIVES, IF ANY, SHALL BE DEEMED TO BE DIRECT DAMAGES.

TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, INCLUDING UNDER SECTIONS 3.8, 4.7, 4.8, 11.2 AND 11.3, AND AS

PROVIDED IN EXHIBIT B, EXHIBIT G, AND EXHIBIT P THE PARTIES ACKNOWLEDGE

THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT

OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT, AND THAT

THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE ANTICIPATED HARM OR LOSS. 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. THE PARTIES HEREBY WAIVE ANY RIGHT TO CONTEST SUCH PAYMENTS AS AN UNREASONABLE PENALTY.

THE PARTIES ACKNOWLEDGE AND AGREE THAT MONEY DAMAGES AND THE

EXPRESS REMEDIES PROVIDED FOR HEREIN ARE AN ADEQUATE REMEDY FOR THE

BREACH BY THE OTHER OF THE TERMS OF THIS AGREEMENT, AND EACH PARTY

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53 WAIVES ANY RIGHT IT MAY HAVE TO SPECIFIC PERFORMANCE WITH RESPECT TO ANY OBLIGATION OF THE OTHER PARTY UNDER THIS AGREEMENT.

ARTICLE 13
REPRESENTATIONS AND WARRANTIES; AUTHORITY

13.1 Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows:
(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and is qualified to conduct business in the state of California and each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller. (b) Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. (c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. (d) This Agreement has been duly executed and delivered by Seller. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. (e) The Facility is located in the State of California. (f) Seller will be responsible for obtaining (or causing to be obtained) all permits necessary to construct and operate the Facility.

13.2 Buyer’s Representations and Warranties. As of the Effective Date, Buyer represents and warrants as follows:
(a) Buyer is a joint powers authority and a validly existing community choice aggregator, duly organized, validly existing and in good standing under the laws of the State of California and the rules, regulations and orders of the California Public Utilities Commission, and is qualified to conduct business in each jurisdiction of the Joint Powers Agreement members. All

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54 Persons making up the governing body of Buyer are the elected or appointed incumbents in their positions and hold their positions in good standing in accordance with the Joint Powers Agreement and other Law.
(b) Buyer has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Buyer’s performance under this Agreement. The execution, delivery and performance of this Agreement by Buyer has been duly authorized by all necessary action on the part of Buyer and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Buyer or any other party to any other agreement with Buyer.
(c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Buyer with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Buyer, the documents of formation of Buyer or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Buyer is a party or by which any of its property is bound.
(d) This Agreement has been duly executed and delivered by Buyer. This Agreement is a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. (e) Buyer warrants and covenants that with respect to its contractual obligations under this Agreement, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (1) suit, (2) jurisdiction of court (provided that such court is limited within a venue permitted in law and under the Agreement), (3) relief by way of injunction, order for specific performance or recovery of property, (4) attachment of assets, or (5) execution or enforcement of any judgment; provided, however that nothing in this Agreement shall waive the obligations or rights set forth in the California Tort Claims Act (Government Code Section 810 et seq.)
(f) Buyer is a “local public entity” as defined in Section 900.4 of the Government Code of the State of California.

13.3 General Covenants. Each Party covenants that commencing on the Effective Date and continuing throughout the Contract Term:
(a) It shall continue to be duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and to be qualified to conduct business in California and each jurisdiction where the failure to so qualify would have a material adverse effect on its business or financial condition;

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55 (b) It shall maintain (or obtain from time to time as required) all regulatory authorizations, approvals and permits necessary for the operation of the Facility and for Seller to legally perform its obligations under this Agreement; and (c) It shall perform its obligations under this Agreement in compliance with all terms and conditions in its governing documents and in material compliance with any Law.

13.4 Prevailing Wage. Seller shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations, and orders and decrees of any courts or administrative bodies or tribunals, including without limitation employment discrimination laws and prevailing wage laws. Seller shall use reasonable efforts to ensure that all employees hired by Seller, and its contractors and subcontractors, that will perform construction work or provide services at the Site related to construction of the Facility are paid wages at rates not less than those prevailing for workers performing similar work in the locality as provided by applicable California law, if any (“Prevailing Wage Requirement”). Buyer agrees that Seller’s obligations under this Section 13.4 with respect to the Prevailing Wage Requirement will be satisfied upon the execution of a project labor agreement related to construction of the Facility.

ARTICLE 14

ASSIGNMENT

14.1 General Prohibition on Assignments. Neither Party may voluntarily assign this Agreement or its rights or obligations under this Agreement, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any assignment made without required written consent, or in violation of the conditions to assignment set out below, shall be null and void. Seller shall be responsible for Buyer’s reasonable costs associated with the preparation, review, execution and delivery of documents in connection with any assignment of this Agreement by Seller, including without limitation reasonable attorneys’ fees.

14.2 Collateral Assignment. Subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility, Buyer shall in good faith work with Seller and Lender to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and Lender, with such agreement not to be unreasonably withheld, and must include, among others, the following provisions, unless otherwise agreed by the parties to such agreement:
(a) Buyer shall give Notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its right to terminate this Agreement as a result of such Event of Default; provided that such notice shall be provided to Lender at the time such notice is provided to Seller and any additional cure period of Lender agreed to in the Collateral Assignment Agreement shall not commence until Lender has received notice of such Event of Default;

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56 (b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender (if Lender has provided the notice set forth in subsection (c) below) to provide to Buyer a report concerning:
(i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default;
(ii) Impediments to the cure plan or its development;
(iii) If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and
(iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan.

Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured;
(c) Lender will have the right to cure an Event of Default on behalf of Seller, only if Lender sends a written notice to Buyer before the later of (i) the expiration of any cure period under this Agreement, and (ii) five (5) Business Days after Lender’s receipt of notice of such Event of Default from Buyer, indicating Lender’s intention to cure. Lender must remedy or cure the Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to cure any Event of Default); (d) Lender will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; (e) Lender will receive prior Notice of and the right to approve material amendments to this Agreement, which approval will not be unreasonably withheld, delayed or conditioned;
(f) If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date and capable of cure in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either:
(i) Cause such Event of Default to be cured, or

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59 damages resulting from its sole negligence, intentional acts, or willful misconduct. These indemnity provisions shall not be construed to relieve any insurer of its obligations to pay claims consistent with the provisions of a valid insurance policy.

16.2 Notice of Claim. Subject to the terms of this Agreement and upon obtaining knowledge of an Indemnifiable Loss for which it is entitled to indemnity under this Article 16, the Indemnified Party will promptly Notify the Indemnifying Party in writing of any damage, claim, loss, liability or expense which Indemnified Party has determined has given or could give rise to an Indemnifiable Loss under Section 16.1 (“Claim”). The Notice is referred to as a “Notice of Claim”. A Notice of Claim will specify, in reasonable detail, the facts known to Indemnified Party regarding the Indemnifiable Loss.

16.3 Failure to Provide Notice. A failure to give timely Notice or to include any specified information in any Notice as provided in this Section 16.3 will not affect the rights or obligations of any Party hereunder except and only to the extent that, as a result of such failure, any Party which was entitled to receive such Notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise materially damaged as a direct result of such failure and, provided further, Indemnifying Party is not obligated to indemnify any member of the Indemnified Group for the increased amount of any Indemnifiable Loss which would otherwise have been payable to the extent that the increase resulted from the failure to deliver timely a Notice of Claim.

16.4 Defense of Claims. If, within ten (10) Business Days after giving a Notice of Claim regarding a Claim to Indemnifying Party pursuant to Section 16.2, Indemnified Party receives Notice from Indemnifying Party that Indemnifying Party has elected to assume the defense of such Claim, Indemnifying Party will not be liable for any legal expenses subsequently incurred by Indemnified Party in connection with the defense thereof; provided, however, that if Indemnifying Party fails to take reasonable steps necessary to defend diligently such Claim within ten (10) Business Days after receiving Notice from Indemnifying Party that Indemnifying Party believes Indemnifying Party has failed to take such steps, or if Indemnifying Party has not undertaken fully to indemnify Indemnified Party in respect of all Indemnifiable Losses relating to the matter, Indemnified Party may assume its own defense, and Indemnifying Party will be liable for all reasonable costs or expenses, including attorneys’ fees, paid or incurred in connection therewith.

Without the prior written consent of Indemnified Party, Indemnifying Party will not enter into any settlement of any Claim which would lead to liability or create any financial or other obligation on the part of Indemnified Party for which Indemnified Party is not entitled to indemnification hereunder; provided, however, that Indemnifying Party may accept any settlement without the consent of Indemnified Party if such settlement provides a full release to Indemnified Party and no requirement that Indemnified Party acknowledge fault or culpability. If a firm offer is made to settle a Claim without leading to liability or the creation of a financial or other obligation on the part of Indemnified Party for which Indemnified Party is not entitled to indemnification hereunder and Indemnifying Party desires to accept and agrees to such offer, Indemnifying Party will give Notice to Indemnified Party to that effect. If Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such Notice, Indemnified Party may continue to contest or defend such Claim and, in such event, the maximum liability of Indemnifying Party to such Claim will be the amount of such settlement offer, plus reasonable costs and expenses paid or incurred by Indemnified Party up to the date of such Notice.

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61 equipment as arrived at the Facility, prior to the Commercial Operation Date, construction all-risk form property insurance covering the Facility during such construction periods, and naming the Lender (if any) as the loss payee where its interest may appear. (f) Pollution Legal Liability. Seller shall maintain or cause to be maintained during the construction of the Facility prior to the Commercial Operation Date, Pollution Legal Liability Insurance in the amount of Two Million Dollars ($2,000,000) per occurrence and in the aggregate. Such insurance shall include coverage for bodily injury and property damage, including clean-up costs and defense costs, resulting from sudden & accidental conditions. (g) Subcontractor Insurance. Seller shall require all of its subcontractors to carry the same levels of insurance as Seller where exposure exists. All subcontractors shall include Seller as an additional insured to (i) Commercial General Liability insurance; (ii) Employers’ Liability coverage; and (iii) Business Auto Liability insurance for bodily injury and property damage. All subcontractors shall provide a primary and non-contributory endorsement and a waiver of subrogation to Seller for the required coverage pursuant to this Section 17.1(g). (h) Evidence of Insurance. Within ten (10) days after execution of the Agreement and upon annual renewal thereafter, Seller shall deliver to Buyer certificates of insurance evidencing such coverage. Buyer shall be given at least thirty (30) days prior Notice by Seller in the event of any cancellation 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 18

CONFIDENTIAL INFORMATION

18.1 Definition of Confidential Information. The following constitutes “Confidential Information,” whether oral or written which is delivered by Seller to Buyer or by Buyer to Seller including: (a) the terms and conditions of, and proposals and negotiations related to, this Agreement, and (b) information that either Seller or Buyer stamps or otherwise identifies as “confidential” or “proprietary” before disclosing it to the other. Confidential Information does not include (i) information that was publicly available at the time of the disclosure, other than as a result of a disclosure in breach of this Agreement; (ii) information that becomes publicly available through no fault of the recipient after the time of the delivery; (iii) information that was rightfully in the possession of the recipient (without confidential or proprietary restriction) at the time of delivery or that becomes available to the recipient from a source not subject to any restriction against disclosing such information to the recipient; and (iv) information that the recipient independently developed without a violation of this Agreement.

18.2 Duty to Maintain Confidentiality. Confidential Information will retain its character as Confidential Information but may be disclosed by the recipient (the “Receiving Party”) if and to the extent such disclosure is required (a) to be made by any requirements of Law, (b) pursuant to an order of a court or (c) in order to enforce this Agreement. If the Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, summons, civil investigative demands, or similar processes or otherwise in connection with any

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62 litigation or to comply with any applicable law, order, regulation, ruling, regulatory request, accounting disclosure rule or standard or any exchange, control area or independent system operator request or rule) to disclose any Confidential Information of the disclosing Party (the “Disclosing Party”), Receiving Party shall provide Disclosing Party with prompt notice so that Disclosing Party, at its sole expense, may seek an appropriate protective order or other appropriate remedy. If the Disclosing Party takes no such action after receiving the foregoing notice from the Receiving Party, the Receiving Party is not required to defend against such request and shall be permitted to disclose such Confidential Information of the Disclosing Party, with no liability for any damages that arise from such disclosure. Each Party hereto acknowledges and agrees that information and documentation provided in connection with this Agreement may be subject to the California Public Records Act (Government Code Section 6250 et seq.).

18.3 Irreparable Injury; Remedies. Receiving Party acknowledges that its obligations hereunder are necessary and reasonable in order to protect Disclosing Party and the business of Disclosing Party, and expressly acknowledges that monetary damages would be inadequate to compensate Disclosing Party for any breach or threatened breach by Receiving Party of any covenants and agreements set forth in this Article 18. Accordingly, Receiving Party acknowledges that any such breach or threatened breach will cause irreparable injury to Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Disclosing Party will be entitled to obtain injunctive relief against the threatened breach of this Article 18 or the continuation of any such breach, without the necessity of proving actual damages.

18.4 Disclosure to Lenders, Etc.. Notwithstanding anything to the contrary in this Article 18, Confidential Information may be disclosed by Seller to any actual or potential Lender or investor or any of their Affiliates, and Seller’s actual or potential agents, consultants, contractors, or trustees, so long as the Person to whom Confidential Information is disclosed is bound by Law or contract or agrees in writing to be bound by the confidentiality provisions of this Article 18 to the same extent as if it were a Party.

18.5 Press Releases. Neither Party shall issue (or cause its Affiliates to issue) a press release regarding the transactions contemplated by this Agreement unless both Parties have agreed upon the contents of any such public statement.

ARTICLE 19

MISCELLANEOUS

19.1 Entire Agreement; Integration; Exhibits. This Agreement, together with the Cover Sheet and Exhibits attached hereto constitutes the entire agreement and understanding between Seller and Buyer with respect to the subject matter hereof and supersedes all prior agreements relating to the subject matter hereof, which are of no further force or effect. The Exhibits attached hereto are integral parts hereof and are made a part of this Agreement by reference. The headings used herein are for convenience and reference purposes only. In the event of a conflict between the provisions of this Agreement and those of the Cover Sheet or any Exhibit, the provisions of first the Cover Sheet, and then this Agreement shall prevail, and such Exhibit shall be corrected accordingly. 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

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63 Party as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution hereof.

19.2 Amendments. This Agreement may only be amended, modified or supplemented by an instrument in writing executed by duly authorized representatives of Seller and Buyer; provided, that, for the avoidance of doubt, this Agreement may not be amended by electronic mail communications.

19.3 No Waiver. Waiver by a Party of any default by the other Party shall not be construed as a waiver of any other default.

19.4 No Agency, Partnership, Joint Venture or Lease. Seller and the agents and employees of Seller shall, in the performance of this Agreement, act in an independent capacity and not as officers or employees or agents of Buyer. Under this Agreement, Seller and Buyer intend to act as energy seller and energy purchaser, respectively, and do not intend to be treated as, and shall not act as, partners in, co-venturers in or lessor/lessee with respect to the Facility or any business related to the Facility. This Agreement shall not impart any rights enforceable by any third party (other than a permitted successor or assignee bound to this Agreement or, to the extent set forth herein, any Lender) or Indemnified Party.

19.5 Severability. In the event that any provision of this Agreement is unenforceable or held to be unenforceable, the Parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. The Parties shall, however, use their best endeavors to agree on the replacement of the void, illegal or unenforceable provision(s) with legally acceptable clauses which correspond as closely as possible to the sense and purpose of the affected provision and this Agreement as a whole.

19.6 Mobile-Sierra. Notwithstanding any other provision of this Agreement, neither Party shall seek, nor shall they support any third party seeking, to prospectively or retroactively revise the rates, terms or conditions of service of this Agreement through application or complaint to FERC pursuant to the provisions of Section 205, 206 or 306 of the Federal Power Act, or any other provisions of the Federal Power Act, absent prior written agreement of the Parties. Further, absent the prior written agreement in writing by both Parties, the standard of review for changes to the rates, terms or conditions of service of this Agreement proposed by a Party shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956). Changes proposed by a non-Party or FERC acting sua sponte shall be subject to the most stringent standard permissible under applicable law.

19.7 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument and each of which shall be deemed an original. The Parties may rely on electronic, facsimile or scanned signatures as originals.

19.8 Electronic Delivery. Delivery of an executed signature page of this Agreement by electronic format (including portable document format (.pdf)) shall be the same as delivery of an original executed signature page.

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64 19.9 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

19.10 No Recourse to Members of Buyer. Buyer is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to its Joint Powers Agreement and is a public entity separate from its constituent members. Buyer shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Seller shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Buyer’s constituent members, or the employees, directors, officers, consultants or advisors of Buyer or its constituent members, in connection with this Agreement.

19.11 Forward Contract; Service Contract.
(a) The Parties acknowledge and agree that this Agreement constitutes a “forward contract” within the meaning of the U.S. Bankruptcy Code, and Buyer and Seller are “forward contract merchants” within the meaning of the U.S. Bankruptcy Code. Each Party further agrees that, for all purposes of this Agreement, each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. § 366 in any bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort to the extent such term relates to 11 U.S.C. §366 or another provision of 11 U.S.C. § 101-1532.
(b) Each Party intends this Agreement to be a “service contract” within the meaning of Section 7701(e)(3) of the Internal Revenue Code of 1986.

19.12 Further Assurances. Each of the Parties hereto agree to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, to give full effect to this Agreement and to carry out the intent of this Agreement.
[Signatures on following page]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.

SAN LUIS WEST SOLAR, LLC
By:

Name:

Title:

CENTRAL COAST COMMUNITY
ENERGY, a California joint powers
authority
By:

Name:

Title:

Approved as to form:

By:

Name:

Title:

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Exhibit B - 3
related to COVID-19, the day-for-day extensions shall not exceed .

Notwithstanding anything to the contrary, no extension under the Development Cure Period shall be given if (i) the delay was the result of Seller’s failure to take all commercially reasonable actions to meet its requirements and deadlines, (ii) Seller failed to provide requested documentation as provided below, or (iii) Seller failed to provide written notice to Buyer as required in the next sentence. Seller shall provide prompt written 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 written notice within five (5) Business Days of Seller becoming aware of such delay.

Upon request from Buyer, Seller shall provide documentation demonstrating to Buyer’s reasonable satisfaction that the delays described above did not result from Seller’s actions or failure to take reasonable actions.

5. Failure to Reach Guaranteed Capacity or Storage Contract Capacity. (a) Guaranteed Capacity. If, at Commercial Operation, the Installed PV Capacity is less than one hundred percent (100%) of the Guaranteed Capacity, Seller shall have one hundred twenty (120) days after the Commercial Operation Date to install additional capacity or Network Upgrades such that the Installed PV Capacity is equal to (but not greater than) the Guaranteed Capacity, and Seller shall provide to Buyer a new certificate substantially in the form attached as Exhibit I hereto specifying the new Installed PV Capacity. If Seller fails to construct the Guaranteed Capacity by such date, Seller shall pay “Capacity Damages” to Buyer, in an amount equal to the product of (i) and (ii) each MW (or
portion thereof) that the Guaranteed Capacity exceeds the Installed PV Capacity, and the Guaranteed Capacity and other applicable portions of the Agreement shall be adjusted accordingly. (b) Storage Contract Capacity. If, at Commercial Operation, the Installed Battery Capacity is less than one hundred percent (100%) of the Storage Contract Capacity, Seller shall have one hundred twenty (120) days after the Commercial Operation Date to install additional capacity or Network Upgrades such that the Installed Battery Capacity is equal to (but not greater than) one hundred percent (100%) of the Storage Contract Capacity, and Seller shall provide to Buyer a new certificate substantially in the form attached as Exhibit I hereto specifying the new Installed Battery Capacity. If Seller fails to construct the Storage Contract Capacity by such date, Seller shall pay Capacity Damages to Buyer, in an amount equal to the product of (i) and (ii) each MW (or portion thereof) that the Storage Contract Capacity exceeds the Installed Battery Capacity, and the Storage Contract Capacity and other applicable portions of the Agreement shall be adjusted accordingly.

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Central Coast Community Energy (3CE) Operations BoardOctober 11, 2023

Central Coast Community Energy (3CE) Operations Board
October 11, 2023