Agenda packet — Central Coast Community Energy (3CE) Operations Board, August 14, 2024 (part 2 of 3)

CENTRAL COAST COMMUNITY ENERGY

STANDARD SERVICES AGREEMENT
This Agreement is made by and between CENTRAL COAST COMMUNITY ENERGY (“CCCE”) and Frontier Energy Inc. (hereinafter “CONTRACTOR”), a C Corporation with its principal place of business located in San Ramon, California. CCCE 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. CCCE hereby engages CONTRACTOR to perform, and CONTRACTOR hereby agrees to perform, the services described in Exhibit A in conformity with the terms of this Agreement. The goods and/or services are generally described as: technical assistance and program management services to support CCCE transportation electrification programs.

2. PAYMENT PROVISIONS

2.1. CCCE shall pay the CONTRACTOR in accordance with the payment provisions set forth in Exhibit B, subject to the limitations set forth in this Agreement. The total amount payable by CCCE to CONTRACTOR under this Agreement shall not exceed the sum of $239,378.00.

3. TERM OF AGREEMENT

3.1. The term of this Agreement is from the date of execution until September 30, 2023, 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 CCCE, with CCCE’s execution to be last in time. CONTRACTOR may not commence work under this Agreement before CCCE signs this Agreement.

3.2. CCCE 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: Payment Terms

4.1.3.Exhibit C: Procedures for Unauthorized Release of Covered Information DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769

Page 2 ends

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 CCCE or immediate family of an employee of CCCE.

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 CCCE 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. CCCE 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 CCCE and the CONTRACTOR.

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

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

7. TERMINATION

7.1. During the term of this Agreement, CCCE 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. CCCE 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: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769

Page 3 ends

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

8. INDEMNIFICATION

8.1. CONTRACTOR shall indemnify, defend, and hold harmless CCCE, 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 CCCE. It is the intent of the parties to this Agreement to provide the broadest possible coverage for CCCE. The CONTRACTOR shall reimburse CCCE 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 CCCE 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 CCCE.

8.1.2.Notwithstanding any other provision of this Agreement, CCCE 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 CCCE.

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 $2,000,000 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: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769

Page 4 ends

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 $2,000,000 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 and automobile liability policies shall provide an endorsement naming CCCE, 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 CCCE 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 CCCE or prepared in connection with the performance of this Agreement, unless CCCE specifically permits CONTRACTOR to disclose such records or information. CONTRACTOR shall promptly transmit to CCCE 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.

DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769

Page 5 ends

10.1.1. Confidential Information specifically includes Covered Information (as defined in Exhibit C), including Protected Personal Information(“PPI”) that identifies, relates to, 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 C, Procedures for Unauthorized Release of Covered Information.

10.2. Upon expiration or termination of this Agreement, CONTRACTOR shall return to CCCE any CCCE records which CONTRACTOR used or received from CCCE 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. CCCE 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 CCCE or as part of any audit of CCCE, 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. CCCE 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 CCCE.

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 DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769

Page 6 ends

regulations which prohibit discrimination. The provision of services primarily or exclusively to 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 CCCE. No offer or obligation of permanent employment with CCCE and CONTRACTOR shall not become entitled by virtue of this Agreement to receive from CCCE 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 CCCE harmless from any and all liability which CCCE 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 CCCE and CONTRACTOR’S contract administrators at the addresses listed below:

Central Coast Community Energy Frontier Energy Inc.

Chief Financial & Technology Officer Jeremy Springer, CFO 70 Garden Court, Suite 300 12949 Alcosta Blvd, Suite 101 Monterey, CA 93940 San Ramon, CA 94583-1323

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 CCCE and the CONTRACTOR.

14.3. Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed by CCCE 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: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769

Page 7 ends

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 CCCE None of the services covered by this Agreement shall be subcontracted without the prior written approval of CCCE. 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 CCCE 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 CCCE and CONTRACTOR expressly reserve the right to contract with other entities for the same or similar services.

14.13. Construction of Agreement. CCCE 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 CCCE 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 CCCE 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: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769

Page 8 ends

between CCCE and the CONTRACTOR as of the effective date of this Agreement, which is the date that CCCE 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:

Frontier Energy Inc. Central Coast Community Energy
BY:__________________________________ BY:______________________________________ Jeremy Springer, CFO Tom Habashi, CEO
Date: ____________________________ Date: ____________________________ Approved as to Form
BY:______________________________________
Brian Kimball, General Counsel
Date: ____________________________
Approved as to Financial Terms
BY:______________________________________
Jaya Bajpai, Chief Financial Officer
Date: ____________________________
DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F 5/2/2022
DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769 5/11/2022
5/11/2022
5/11/2022

Page 9 ends

Exhibit A: Scope of Services
Scope of Work
Task 1: Site Assessment of Potential EVSE Infrastructure Build Out

1.1. Identify existing ZEV deployment by county by using DMV data.

1.2. Produce a heat map that shows:
• Existing and planned ZEV infrastructure from information from the MPOs and updated with publicly available data and from planning departments (if available.) • Electrical circuit capacity, grid constraints, and potentially unreliable electrical service by using utilities’ online GIS interconnection assessment databases and identify charging corridors and sites that have sufficient electrical and gaps in service.

1.3. Identify property types from land use, zoning, and assessor parcel data available from the cities, counties, and MPOs to map multifamily and commercial areas. If allowed, use CCCE utility billing information to help prioritize large multifamily and commercial customers. Overlay the data with CalEnviroScreen 4.0 mapping data that identifies individual “indicators” of being a disadvantaged community that include poverty, linguistic isolation, and housing burden.

1.4. Create a report that identifies potential locations to add new charging stations that will support CCCE’s objectives, and potential commercial and multifamily properties near those locations that are candidates for outreach and engagement.

Task 2: Customer Engagement and Participant Enrollment

2.1 Provide existing outreach tools to CCCE for incorporation on the website and to use at outreach events. Frontier Energy will support redesign of the materials for CCCE branding. Tools include:
• An Excel siting tool that people can use to identify sites suitable for Level 2 and DCFC stations.
• Important considerations when selecting a charger and compares charging speeds, power rating, and features
• Business segment toolkits that include surveys to gauge employee and customer demand for charging stations, checklists for placing charging stations on a property, and potential rebates and incentives. Frontier Energy has developed toolkits for retail and entertainment businesses (destinations), offices and light industrial, schools and libraries, public facilities and parking lots, and multifamily. • The Clean Air Gazette, a newspaper-style outreach piece that can be customized for each city.

2.2 Develop a graphic-rich brochure to explain the program with a link and a QR code to a non-binding Interest Form.

DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769

Page 10 ends

2.3 Work closely with CCCE to create templates for email blasts and social media posts to distribute the brochure and toolkits. Send emails to Frontier clients and post social media from Frontier’s account when appropriate and approved by CCCE.

2.4 Identify opportunities to present webinars and in-person. Coordinate CCCE to identify organizations to help amplify the program reach (e.g., chambers of commerce, business associations). Coordinate all speaking/outreach opportunities with CCCE and determine the best person to represent the program to the group.

2.5 Create and maintain a “project tracker” to record each contact to offer education, training, and a free site assessment and continue to use the project tracker throughout implementation and commissioning.

2.6 Coordinate with CCCE about the pace of outreach to ensure sufficient leads are in the pipeline and maintain levels of responsiveness.

Task 3: Technical Assistance for Multifamily and Commercial Customers

3.1 Intake: In coordination with CCCE, develop and implement an intake process for interested parties that request a free site assessment. At each step, update the project tracker with the status and send emails/documents that are pre-approved by CCCE.

3.2 Feasibility Studies: Conduct a remote assessment of the property using Google Earth, photographs provided by the site host, and available as-built drawings. After confirming the desired location for the charging station, conduct an on-site assessment to evaluate:
• Existing electrical infrastructure
• Capacity on the utility transformer (in conjunction with CCCE and PG&E) • Available panel capacity on a 208/240V, three phase transformer for Level 2 and/or a 480V, three phase transformer for DCFC
• Ease of access to the electrical room or vault
• Distance from transformer to furthest proposed equipment • Civil upgrades needed including surface restorations, concrete penetration, core drilling, wall penetration, drainage, lighting, bollards, signage and landscaping • Signing and striping for parking stalls to meet ADA requirements and any requirements in local codes (in conjunction with Planning and Building Department)
• Permits needed for electrical, drainage, noise control, environmental impact, etc.

Confirm the number of vehicles the property owner expects to charge, and the times of day people will like charge based on use case (customer, employee, resident, commuter) and recommend charger types (Level 2 or DCFC) and a maximum number of EVSE.

DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769

Page 11 ends

With input from the property owners, develop charging infrastructure installation designs, with a scalable kit-of-parts approach to charging infrastructure installation design. For small installations at properties with sufficient electrical capacity, use standard or semi- standard designs and develop more customized designs for complex applications.

For each property, develop an EVSE Feasibility Report that includes a project description with relevant specifications and required electrical and civil upgrades and submit it to the property owner and CCCE. If needed, conduct up a video conference to discuss the results and identify next steps to procure and install the charging stations.

When the project is confirmed or declined, update the project tracker with the status and close the application. If desired, administer a follow-up survey to get feedback about the program and the process to help make program improvements.

3.3 Facilitate quotes from three electricians who have Electric Vehicle Infrastructure Training Program (EVITP) certification.

Task 4: Facilitate Multifamily Property Owner Participation in the CCCE Electrify Your Ride Program throughout the CCCE Service Area

4.1 Assist Multifamily property owners to apply for applicable CCCE incentive opportunities. Provide support to complete and submit applications.

4.2 Identify opportunities for property owners to leverage incentives and low-interest financing to accelerate further electrification projects, such as the California TECH initiative.

Task 5: Implement Public EVSE Projects and Energy Program Incentive Payments

5.1 Serve as a resource for the property owner as they navigate the often-confusing procurement process.

5.2 As the property owner signs the contracts for procurement and installation, update the project tracker with the status of the project by coordinating with the property owner and the installer. Use the stages defined by the Governor’s Office of Business Development (GO-Biz): Planned, Designed, Permitted, In Construction, Commissioned, Operational.

5.3 When the project is complete, work with CCCE to schedule a ribbon-cutting event and/or create a case study, if desired.

Task 6: Administration

6.1 Schedule and facilitate a project kick-off meeting to discuss the overall project management approach that includes invoicing, communication preferences, and a schedule for project management meetings.

6.2 Provide the CCCE project manager with a project plan in SmartSheet or a similar tool within seven days of the kick-off meeting. The plan will have key milestones, due dates, and task assignments by person.

DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769

Page 12 ends

6.3 Set up a shared Microsoft Teams “team” and document folder to ensure all partners have access to timelines, reports, and deliverables. If the CCCE project manager prefers a different platform for collaboration, Frontier will accommodate that choice.

6.4 Conduct regular project meetings and submit progress reports as requested. Frontier uses a project tracker that is routinely updated and is available to CCCE and all the project team through the shared folder.

6.5 Submit annual and final reports so that CCCE can use the information for regulatory and grant reporting as required.

DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769 5/2/2022 13 Contract Number: ______________
Exhibit B: Payment Terms
Frontier Energy will be paid on a time and materials basis to complete the tasks outlined in Exhibit A:

Scope of Work. The total not to exceed amount of this Agreement is $239,378.00. The budget is inclusive of travel costs and materials. It does not include printing and distribution of marketing materials or translation services. Without impacting the total not to exceed amount, task budgets may be reallocated between tasks without a contract amendment upon written approval by CCCE.

Not-to-Exceed Budget $239,378.00
Hours Cost
Task 1. Site Assessment 135 $25,655

1.1. Identify existing ZEV deployment

1.2. Produce a heat map

1.3. Identify property types and DACs

1.4. Reporting
Task 2. Engagement and Enrollment 304 $48,770

2.1 Provide outreach tools

2.2 Develop brochure

2.3 Email and social media communications

2.4 Identify outreach opportunities

2.5 Create and maintain a “project tracker”

2.6 Coordinate with CCCE regarding outreach.

Task 3. Technical Assistance 545 $100,380

3.1 Develop and implement an intake process

3.2 Conduct feasibility studies; remote and on-site
assessments; provide recommendations

3.3 Facilitate installer quotes
Task 4. Multifamily Property Participation 133 $18,602

4.1 Assist Multifamily property owners to apply for
CCCE incentives opportunities

4.2 Identify further opportunities for property owners
Task 5. Implement Public EVSE Projects and Incentives 107 $18,131

5.1 Assist in procurement process

5.2. Update Project Tracker

5.3. Project completion tasks and case studies
Task 6. Administration 147 $27,840

6.1 Kick off meeting

6.2 Set up project management tool

6.3 Set up communications platform

6.4 Conduct meetings and progress reporting

6.5 Annual and final reports
DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769 5/2/2022 14 Contract Number: ______________
Rates for key staff are in the table below. Rates shall remain in effect for the term of this Agreement.

Adjustments to staff rates shall require written notice of the change at least 30 days prior to the date the change is to become effective and prior written approval by CCCE.

Title 2022 Hourly Rate
Title Hourly Rate
Sr. Manager $250
Sr. Program Consultant/Project Manager $153
Sr. Program Coordinator $112
Practice Lead (Grade 40) $250
Electromobility Engineer (Grade 22) $160
Planner (Grade 21) $155
Senior Energy Analyst $225
Electrical Engineer $205
Engineer $225
DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769 5/2/2022 15 Contract Number: ______________
Exhibit C: Procedures for Unauthorized Release of Covered Information SCOPE
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

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 DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769 5/2/2022 16 Contract Number: ______________
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 -- CCCE, CONTRACTOR, and any staff, employees, or sub consultants contracted by CCCE 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 CCCE 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 CCCE on a quarterly basis.

4. Any discovery of any unauthorized release of Covered Information must be reported to CCCE 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 CCCE’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 CCCE’s Dir. of Finance and Administration in writing with sufficient detail for CCCE 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 CCCE’s Dir. of Finance and Administration for their consideration.

DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769 EP-2023-015
AMENDMENT NO. 1

TO SERVICES AGREEMENT BETWEEN FRONTIER ENERGY AND

CENTRAL COAST COMMUNITY ENERGY
This Amendment No. 1 to the Services Agreement (“Agreement”) which was effective on May 11, 2022, is entered into by and between CENTRAL COAST COMMUNITY ENERGY (“CCCE”) and Frontier Energy Inc. (“CONTRACTOR”); (CCCE and CONTRACTOR are referred herein as “party,” or collectively, as the “Parties”), with respect to the following:

RECITALS
WHEREAS, CCCE and CONTRACTOR entered into a Standard Services Agreement (the “Original Agreement”) on May 11, 2022, to provide technical assistance and program management services to support CCCE transportation electrification programs; WHEREAS, CCCE has identified a need for CONTRACTOR to provide technical assistance and program management services to support additional customer segments; WHEREAS, CCCE seeks to add $150,000 from the Energy Programs Budget to the Original Agreement in support of this technical assistance and program management services; and
WHEREAS, the Parties wish to amend the Original Agreement as follows.

AGREEMENT
NOW, THEREFORE, the Parties agree to amend the Agreement as follows:

1. Amend Section 2. Payment Provisions to read:

2.1 CCCE shall pay the CONTRACTOR in accordance with the payment provisions set forth in Exhibit B, subject to the limitations set forth in this Agreement. The total amount payable by CCCE to CONTRACTOR under this Agreement shall not exceed the sum of $389,378.00.

2. Amend the seventh bullet in Exhibit A: Scope of Work, Section 3.2 to read:
• Adherence to state and local building and safety codes

3. Amend the second paragraph of Exhibit A: Scope of Work, Section 3.2 to read:

Confirm the number and types of vehicles the property owner expects to charge, and the DocuSign Envelope ID: 200F5C0F-DD58-425A-B0E5-53DA20D5AE87 EP-2023-015
times of day people will like charge based on use case (customer, employee, resident, commuter, fleet) and recommend charger types (Level 2 or DCFC) and a maximum number of EVSE.

4. Amend Exhibit A: Scope of Work, Task 5 heading to read:

Task 5: Implement Commercial EVSE Projects and Energy Program Incentive Payments

5. In Exhibit A: Scope of Work, add Task 5.4 to read:

5.4 Identify opportunities for property owners to leverage incentives and low-interest financing for EVSE and fleet vehicles.

6. Replace Exhibit B with Exhibit B-1, attached and incorporated herein.

IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.

Frontier Energy Inc. Central Coast Community Energy
BY:__________________________________ BY:_________________________________ Jeremy Springer, CFO
Date: ____________________________
Tom Habashi, CEO
Date: ____________________________
Approved as to Form
BY:_________________________________
Brian Kimball General Counsel
Date: ____________________________
Approved as to Financial Terms
BY:______________________________________
Jaya Bajpai, Chief Financial Officer
Date: ____________________________
DocuSign Envelope ID: 200F5C0F-DD58-425A-B0E5-53DA20D5AE87 1/24/2023
1/25/2023
1/25/2023
1/26/2023
3 Exhibit B-1: Payment Terms
Frontier Energy will be paid on a time and materials basis to complete the tasks outlined in Exhibit A: Scope of Work. The total not to exceed amount of this Agreement is $389,378.00. The budget is inclusive of travel costs and materials. It does not include printing and distribution of marketing materials or translation services. Without impacting the total not to exceed amount, task budgets may be reallocated between tasks without a contract amendment upon written approval by CCCE.

Not-to-Exceed Budget $389,378.00
Hours Cost
Task 1. Site Assessment 259 $47,749

1.1. Identify existing ZEV deployment

1.2. Produce a heat map

1.3. Identify property types and DACs

1.4. Reporting
Task 2. Engagement and Enrollment 463 $75,704

2.1 Provide outreach tools

2.2 Develop brochure

2.3 Email and social media communications

2.4 Identify outreach opportunities

2.5 Create and maintain a “project tracker”

2.6 Coordinate with CCCE regarding outreach.

Task 3. Technical Assistance 1,020 $175,500

3.1 Develop and implement an intake process

3.2 Conduct feasibility studies; remote and on-site
assessments; provide recommendations

3.3 Facilitate installer quotes
Task 4. Multifamily Property Participation 133 $18,652

4.1 Assist Multifamily property owners to apply for
CCCE incentives opportunities

4.2 Identify further opportunities for property owners
Task 5. Implement Commercial EVSE Projects and
Incentives 238 $36,795

5.1 Assist in procurement process

5.2 Update Project Tracker

5.3 Project completion tasks and case studies

5.4 Identify incentives and support applications
Task 6. Administration 187 $34,978

6.1 Kick off meeting

6.2 Set up project management tool

6.3 Set up communications platform

6.4 Conduct meetings and progress reporting

6.5 Annual and final reports
DocuSign Envelope ID: 200F5C0F-DD58-425A-B0E5-53DA20D5AE87 4 Rates for key staff are in the table below Rates shall remain in effect for the term of this Agreement.

Adjustments to staff rates shall require written notice of the change at least 30 days prior to the date the change is to become effective and prior written approval by CCCE.

Title 2022 Hourly RaTitle Hourly Rate
Sr. Manager $250
Sr. Program Consultant/Project Manager $153
Sr. Program Coordinator $112
Practice Lead (Grade 40) $250
Electromobility Engineer (Grade 22) $160
Planner (Grade 21) $155
Senior Energy Analyst $225
Electrical Engineer $205
Engineer $225
DocuSign Envelope ID: 200F5C0F-DD58-425A-B0E5-53DA20D5AE87 1 AMENDMENT NO. 2

TO SERVICES AGREEMENT BETWEEN FRONTIER ENERGY AND

CENTRAL COAST COMMUNITY ENERGY
This Amendment No. 2 to the Services Agreement (“Agreement”) which was effective on May 11, 2022, is entered into by and between CENTRAL COAST COMMUNITY ENERGY (“CCCE”) and Frontier Energy Inc. (“CONTRACTOR”); (CCCE and CONTRACTOR are referred herein as “party,” or collectively, as the “Parties”), with respect to the following:

AGREEMENT
NOW, THEREFORE, the Parties agree to amend the Agreement as follows:

1. Amend the first sentence of Section 3.1, as follows:

The term of this Agreement is from the date of execution until September 30, 2024, unless sooner terminated pursuant to the terms of this Agreement.

IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.

TO SERVICES AGREEMENT BETWEEN FRONTIER ENERGY AND

CENTRAL COAST COMMUNITY ENERGY
This Amendment No. 3 to the Services Agreement (“Agreement”) which was effective on May 11, 2022, is entered into by and between CENTRAL COAST COMMUNITY ENERGY (“CCCE”) and Frontier Energy Inc. (“CONTRACTOR”); (CCCE and CONTRACTOR are referred herein as “party,” or collectively, as the “Parties”), with respect to the following:

RECITALS
WHEREAS, CCCE and CONTRACTOR entered into a Standard Services Agreement (the “Original Agreement”) on May 11, 2022, to provide technical assistance and program management services to support CCCE transportation electrification programs in an amount not to exceed $239,378; and WHEREAS, CCCE and Contractor executed Amendment No. 1 to the Agreement on January 26, 2023, to support additional customer segments with technical assistance and program management services and add an additional $150,000 for a total not to exceed contract price of $389,378; and WHEREAS, CCCE and CONTRACTOR executed Amendment No. 2 to the agreement on October 12th, 2023, to extend the term of the Agreement to September 30, 2024 without adjusting the not to exceed amount of the Agreement; and
WHEREAS, CCCE requires enhanced customer engagement and continued technical support of electrification programs from CONTRACTOR in fiscal years (“FY”) 2024-2025 and 2025-2026, which will increase the total not to exceed amount by $251,896.00 for a total not to exceed contract price of $641,274 and extend the term of the agreement to September 30, 2026.

AGREEMENT
NOW, THEREFORE, the Parties agree to amend the Agreement as follows:

1. Amend section 2.1 Payment Provisions to read as follows:

2.1 CCCE shall pay the CONTRACTOR in accordance with the payment provisions set forth in Exhibit B-1, subject to the limitations set forth in this Agreement. The total amount payable by CCCE to CONTRACTOR under this Agreement shall not exceed (the “NTE”) the sum of $641,274.

2. Amend the first sentence of Section 3.1, as follows:

The term of this Agreement is from the date of execution until September 30, 2026, unless sooner terminated pursuant to the terms of this Agreement.

3. Replace Exhibit A with Exhibit A-1, attached and incorporated herein.

4. Replace Exhibit B with Exhibit B-1, attached and incorporated herein.

EP-2024-029
Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A 2 IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.

Central Coast Community Energy
BY:______________________________________
Robert Shaw, Chief Executive Officer
Date: ____________________________
Approved as to Form
BY:___________________________________
Marina Pantchenko, Deputy General Counsel
Frontier Energy
BY:__________________________________
Jean Krausse, Vice President
Date: ____________________________
Frontier Energy
BY:__________________________________
Jeremy Springer, Chief Financial Officer
Date: ____________________________ Date: ____________________________ Approved as to Financial Terms
BY:______________________________________
Dewayne Woods, Chief Financial Officer
Date: ____________________________
EP-2024-029
Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A 7/24/2024
7/25/2024
3 Exhibit A-1: Scope of Services
Task 1: Customer Engagement

1.1. As requested by CCCE, contribute text, graphics, and information to CCCE’s website

1.2. Conduct up to six webinars that may be led by Frontier staff, CCCE staff, or other experts

1.3. Provide Frontier staffing for up to six in-person events or meetings of CCCE’s choosing. Frontier may suggest events that can support CCCE’s brand.

1.4. Coordinate with CCCE to identify potential outreach candidates from the CCCE customer list.

1.5. Create up to five engagement strategies by segment (e.g., schools, hotels, agriculture, by geography) that may include direct email, direct mail, social media, paid social media, phone calls, and in-person visits. Each strategy will include goals and objectives and identify roles for CCCE staff and Frontier staff.

1.6. Maintain and update heat maps that display existing and planned ZEV infrastructure, electrical circuit capacity, grid constraints, and potential unreliable electrical service, using DMV data, utilities' GIS databases, MPOs' information, and other publicly available data, while identifying gaps and opportunities for new charging station locations and overlaying this information with land use, zoning, assessor parcel data, CCCE utility billing information, and CalEnviroScreen 4.0 indicators to support CCCE’s objectives.

Task 2: Customer Education

2.1 Update the existing enrollment form that is hosted on GreenRope, Frontier’s CRM platform, to reduce the number of fields and to include two choices: 1) Send me information about EV chargers and 2) Call me to set up a consultation.

2.2 Create and maintain an “EV charger installation guide” that includes information about charger makes and models, costs to install and operate, code requirements, and considerations. The guide will include information about CCCE rebates and consultation services.
• Tailor EV charger installation guides and equipment options to agricultural customers and inform clients of State and Federal regulations relating to electrification, including but not limited to the Advanced Clean Fleets Regulation from the California Air Resources Board.

2.3 Automatically send the guide (via email or download) when a form has been submitted.

Contact each “call me” request by the next business day.

2.4 Update the project tracker on CCCE’s SharePoint site monthly with the number of enrollment forms submitted, installation guides sent, and phone calls made. Track and report leads that come from outreach events and efforts.

Task 3: Technical Assistance for Multifamily, Commercial, and Agricultural Customers

3.1 In coordination with CCCE, update the existing intake process for three types of customer projects: implementation support for planned EV projects; planning support for larger-scale projects; help and advice for small-scale projects.
• Respond to inquiries from prospective CCCE customer participants within one week.

3.2 Feasibility Studies: Conduct a remote assessment of the property using Google Earth, photographs provided by the site host, and available as-built drawings. After confirming the desired location for the charging station, conduct an on-site assessment to evaluate:
• Existing electrical infrastructure
• Capacity on the utility transformer (in conjunction with CCCE and PG&E) EP-2024-029
Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A 4 • Available panel capacity on a 208/240V, three phase transformer for Level 2 and/or a 480V, three phase transformer for DCFC
• Ease of access to the electrical room or vault
• Distance from transformer to furthest proposed equipment • Civil upgrades needed including surface restorations, concrete penetration, core drilling, wall penetration, drainage, lighting, bollards, signage and landscaping • Signing and striping for parking stalls to meet ADA requirements and any requirements in local codes (in conjunction with Planning and Building Department)
• Permits needed for electrical, drainage, noise control, environmental impact, etc.

3.3 Confirm the number of vehicles the property owner expects to charge, and the times of day people will like charge based on use case (customer, employee, resident, commuter) and recommend charger types (Level 2 or DCFC) and a maximum number of EVSE

3.4 With input from the property owners, develop charging infrastructure installation designs, with a scalable kit-of-parts approach to charging infrastructure installation design. For small installations at properties with sufficient electrical capacity, use standard or semi- standard designs and develop more customized designs for complex applications.

3.5 For each property, develop an EVSE Feasibility Report that includes a project description with relevant specifications and required electrical and civil upgrades and submit it to the property owner and CCCE.

If needed, conduct up a video conference to discuss the results and identify next steps to procure and install the charging stations.
• When the project is confirmed or declined, update the project tracker with the status and close the application. If desired, administer a follow-up survey to get feedback about the program and the process to help make program improvements.

3.6 Facilitate quotes from three electricians who have Electric Vehicle Infrastructure Training Program (EVITP) certification.

3.7 Implementation Support is designed for customers that have obstacles with planned projects, like receiving a vendor quote that is unclear, requiring utility load calculations, understanding regulations, cost estimating, or finding a qualified contractor. For each customer, Frontier will estimate the work requested by the customer, the cost to CCCE, and the deliverable to the customer. Frontier will obtain CCCE’s approval via email before starting work. (Estimate up to 10 customers)

3.8 Planning support for large-scale projects is designed for customers that include agricultural, trucking, casinos and hotels, and other commercial accounts that will deploy a number of charging stations. These customers may require multiple meetings and/or on-site visits. For each customer, Frontier will estimate the work requested by the customer, the cost to CCCE, and the deliverable to the customer. Frontier will obtain CCCE’s approval via email before starting work. (Estimate up to 10 customers)

3.9 Help and advice for small-scale projects is designed for commercial and multifamily customers that want to install one or two Level 2 chargers. These customers may require an on-site visit be done fully remote. Each customer will receive a standard deliverable that includes a pre-inspection checklist and a feasibility report that provides advice for installation, estimated costs, and rebate information. Frontier will confirm the customer eligibility, consult with CCCE EP-2024-029
Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A 5 about the need for a site visit, and submit a report to CCE for approval before sending to the customer. (Estimate up to 40 customers)
Task 4: Facilitate Participation in the CCCE Electrify Your Ride Program

4.1 As requested by CCCE, assist customers that apply for Electrify Your Ride rebates with assistant that includes, but is not limited to referrals to electricians, identifying other incentives and rebates, troubleshooting installation issues, providing information about California regulations, and building codes.

4.2 As requested by CCCE, verify installation and operation of charging stations that were funded by CCCE rebates.

4.3 Update the project tracker monthly with each interaction and the outcome.

Task 5: Post-Implementation Support

5.1 As requested by CCCE, schedule a ribbon-cutting event and/or create a case study.

5.2 As requested by CCCE, conduct post-installation interviews with customers who obtained rebates about their experience.

5.3 Update the project tracker monthly with each interaction and the outcome Task 6: Project Administration

6.1 Conduct regular project meetings and submit progress monthly reports via the project tracker on CCCE’s SharePoint site.

6.2 Submit annual and final reports so that CCCE can use the information for regulatory and grant reporting as required.

6.3 Coordinate with CCCE about rebate application status at least quarterly.

6.4 Establish a review process for templates, materials, and reports that will be used throughout the project to ensure timely completion and submission to the customer.

Upload all final reports and documents to CCCE’s SharePoint folder.

6.5 Provide information for reporting to CCCE’s board. As requested, present at up to two board or committee meetings.

EP-2024-029
Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A 6 Exhibit B-1: Payment Terms
Frontier Energy will be paid on a time and materials basis to complete the tasks outlined in Exhibit A-1:

Scope of Work and is inclusive of travel costs and materials. It does not include printing and distribution of marketing materials or translation services. Without impacting the total not to exceed amount, task budgets may be reallocated between tasks without a contract amendment upon written approval by CCCE.

Not-to-Exceed Budget
FY 2024-25
$125,948.00
FY 2025-26
$125,948.00
Hours Cost Hours Cost
Task 1. Customer Engagement 133 $24,915 133 $24,915
• Website content
• Update and maintain mapping tools
• Six webinars
• Six events
• Identify candidate sites
• Five engagement strategies
Task 2. Engagement and Enrollment 152 $24,480.5 152 $24,480.5 • Update enrollment forms
• Create "Installation Guide"
• Customer intake
Task 3. Technical Assistance 272 $57,453 272 $57,453
• Implementation support
• Large-scale project planning
• Small-scale project advice
Task 4. Incentive Participation 7.5 $1,422.5 7.5 $1,422.5 Task 5. Post-implementation Support 17.5 $2,945 17.5 $2,945 Task 6. Administration 73.5 $14,732 73.5 $14,732
• Project management
• Project tracker
• Support for board meetings
EP-2024-029
Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A 7 Rates for key staff are in the table below and the maximum rate for each person. Rates shall remain in effect for the term of this Agreement. Adjustments to staff rates that are higher than the maximum rate shall require written notice of the change at least 30 days prior to the date the change is to become effective and prior written approval by CCCE. Rates that are lower than the maximum rate shall not require notice and approval.

Title Maximum Rates
Sr. Manager $298
Sr. Program Consultant/Project Manager $182
Sr. Program Coordinator $134
Administrative/Marketing $100
Principal $325
Sr. Electromobility Engineer $225
Electromobility Engineer $185
Senior Energy Analyst $275
Electrical Engineer $250
Engineer $225
EP-2024-029
Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A

Page 1 ends

CENTRAL COAST COMMUNITY ENERGY

1. GENERAL DESCRIPTION

2. PAYMENT PROVISIONS

3. TERM OF AGREEMENT

3.2. CCCE 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: Payment Terms

4.1.3.Exhibit C: Procedures for Unauthorized Release of Covered Information DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769 Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A

Page 2 ends

5. PERFORMANCE STANDARDS

6. PAYMENT CONDITIONS

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

7. TERMINATION

Page 3 ends

8. INDEMNIFICATION

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 CCCE.

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

9. INSURANCE REQUIREMENTS

Page 4 ends

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

10. RECORD AND CONFIDENTIALITY

DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769 Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A

Page 5 ends

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

11. NON-DISCRIMINATION

Page 6 ends

12. INDEPENDENT CONTRACTOR

13. NOTICES

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

Central Coast Community Energy Frontier Energy Inc.

Chief Financial & Technology Officer Jeremy Springer, CFO 70 Garden Court, Suite 300 12949 Alcosta Blvd, Suite 101 Monterey, CA 93940 San Ramon, CA 94583-1323

14. MISCELLANEOUS PROVISIONS

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

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: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769 Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A

Page 7 ends

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

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 CCCE and CONTRACTOR expressly reserve the right to contract with other entities for the same or similar services.

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.

Page 8 ends

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

SIGNATURE OF THE PARTIES:

Page 9 ends

Exhibit A: Scope of Services
Scope of Work
Task 1: Site Assessment of Potential EVSE Infrastructure Build Out

1.1. Identify existing ZEV deployment by county by using DMV data.

Task 2: Customer Engagement and Participant Enrollment

2.2 Develop a graphic-rich brochure to explain the program with a link and a QR code to a non-binding Interest Form.

DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769 Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A

Page 10 ends

2.6 Coordinate with CCCE about the pace of outreach to ensure sufficient leads are in the pipeline and maintain levels of responsiveness.

Task 3: Technical Assistance for Multifamily and Commercial Customers

DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769 Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A

Page 11 ends

3.3 Facilitate quotes from three electricians who have Electric Vehicle Infrastructure Training Program (EVITP) certification.

Task 4: Facilitate Multifamily Property Owner Participation in the CCCE Electrify Your Ride Program throughout the CCCE Service Area

4.1 Assist Multifamily property owners to apply for applicable CCCE incentive opportunities. Provide support to complete and submit applications.

4.2 Identify opportunities for property owners to leverage incentives and low-interest financing to accelerate further electrification projects, such as the California TECH initiative.

Task 5: Implement Public EVSE Projects and Energy Program Incentive Payments

5.1 Serve as a resource for the property owner as they navigate the often-confusing procurement process.

5.3 When the project is complete, work with CCCE to schedule a ribbon-cutting event and/or create a case study, if desired.

Task 6: Administration

DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769 Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A

Page 12 ends

6.5 Submit annual and final reports so that CCCE can use the information for regulatory and grant reporting as required.

DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769 Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A 5/2/2022 13 Contract Number: ______________
Exhibit B: Payment Terms
Frontier Energy will be paid on a time and materials basis to complete the tasks outlined in Exhibit A:

Not-to-Exceed Budget $239,378.00
Hours Cost
Task 1. Site Assessment 135 $25,655

1.1. Identify existing ZEV deployment

1.2. Produce a heat map

1.3. Identify property types and DACs

1.4. Reporting
Task 2. Engagement and Enrollment 304 $48,770

2.1 Provide outreach tools

2.2 Develop brochure

2.3 Email and social media communications

2.4 Identify outreach opportunities

2.5 Create and maintain a “project tracker”

2.6 Coordinate with CCCE regarding outreach.

Task 3. Technical Assistance 545 $100,380

3.1 Develop and implement an intake process

3.2 Conduct feasibility studies; remote and on-site
assessments; provide recommendations

3.3 Facilitate installer quotes
Task 4. Multifamily Property Participation 133 $18,602

4.1 Assist Multifamily property owners to apply for
CCCE incentives opportunities

4.2 Identify further opportunities for property owners
Task 5. Implement Public EVSE Projects and Incentives 107 $18,131

5.1 Assist in procurement process

5.2. Update Project Tracker

5.3. Project completion tasks and case studies
Task 6. Administration 147 $27,840

6.1 Kick off meeting

6.2 Set up project management tool

6.3 Set up communications platform

6.4 Conduct meetings and progress reporting

6.5 Annual and final reports
DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769 Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A 5/2/2022 14 Contract Number: ______________
Rates for key staff are in the table below. Rates shall remain in effect for the term of this Agreement.

Adjustments to staff rates shall require written notice of the change at least 30 days prior to the date the change is to become effective and prior written approval by CCCE.

Title 2022 Hourly Rate
Title Hourly Rate
Sr. Manager $250
Sr. Program Consultant/Project Manager $153
Sr. Program Coordinator $112
Practice Lead (Grade 40) $250
Electromobility Engineer (Grade 22) $160
Planner (Grade 21) $155
Senior Energy Analyst $225
Electrical Engineer $205
Engineer $225
DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769 Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A 5/2/2022 15 Contract Number: ______________
Exhibit C: Procedures for Unauthorized Release of Covered Information SCOPE
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)

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

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 DocuSign Envelope ID: 8541C7FC-6172-4CD2-A26C-31A6A59EFD7F DocuSign Envelope ID: F9A774F7-A292-4A85-93B5-256D1522A769 Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A 5/2/2022 16 Contract Number: ______________
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 -- CCCE, CONTRACTOR, and any staff, employees, or sub consultants contracted by CCCE 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.

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

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

Unauthorized Release Handling Procedure

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 CCCE’s Dir. of Finance and Administration for their consideration.

TO SERVICES AGREEMENT BETWEEN FRONTIER ENERGY AND

RECITALS
WHEREAS, CCCE and CONTRACTOR entered into a Standard Services Agreement (the “Original Agreement”) on May 11, 2022, to provide technical assistance and program management services to support CCCE transportation electrification programs; WHEREAS, CCCE has identified a need for CONTRACTOR to provide technical assistance and program management services to support additional customer segments; WHEREAS, CCCE seeks to add $150,000 from the Energy Programs Budget to the Original Agreement in support of this technical assistance and program management services; and
WHEREAS, the Parties wish to amend the Original Agreement as follows.

AGREEMENT
NOW, THEREFORE, the Parties agree to amend the Agreement as follows:

1. Amend Section 2. Payment Provisions to read:

2. Amend the seventh bullet in Exhibit A: Scope of Work, Section 3.2 to read:
• Adherence to state and local building and safety codes

3. Amend the second paragraph of Exhibit A: Scope of Work, Section 3.2 to read:

Confirm the number and types of vehicles the property owner expects to charge, and the DocuSign Envelope ID: 200F5C0F-DD58-425A-B0E5-53DA20D5AE87 Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A EP-2023-015
times of day people will like charge based on use case (customer, employee, resident, commuter, fleet) and recommend charger types (Level 2 or DCFC) and a maximum number of EVSE.

4. Amend Exhibit A: Scope of Work, Task 5 heading to read:

Task 5: Implement Commercial EVSE Projects and Energy Program Incentive Payments

5. In Exhibit A: Scope of Work, add Task 5.4 to read:

5.4 Identify opportunities for property owners to leverage incentives and low-interest financing for EVSE and fleet vehicles.

6. Replace Exhibit B with Exhibit B-1, attached and incorporated herein.

IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.

Frontier Energy Inc. Central Coast Community Energy
BY:__________________________________ BY:_________________________________ Jeremy Springer, CFO
Date: ____________________________
Tom Habashi, CEO
Date: ____________________________
Approved as to Form
BY:_________________________________
Brian Kimball General Counsel
Date: ____________________________
Approved as to Financial Terms
BY:______________________________________
Jaya Bajpai, Chief Financial Officer
Date: ____________________________
DocuSign Envelope ID: 200F5C0F-DD58-425A-B0E5-53DA20D5AE87 1/24/2023
1/25/2023
1/25/2023
1/26/2023
Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A 3 Exhibit B-1: Payment Terms
Frontier Energy will be paid on a time and materials basis to complete the tasks outlined in Exhibit A: Scope of Work. The total not to exceed amount of this Agreement is $389,378.00. The budget is inclusive of travel costs and materials. It does not include printing and distribution of marketing materials or translation services. Without impacting the total not to exceed amount, task budgets may be reallocated between tasks without a contract amendment upon written approval by CCCE.

Not-to-Exceed Budget $389,378.00
Hours Cost
Task 1. Site Assessment 259 $47,749

1.1. Identify existing ZEV deployment

1.2. Produce a heat map

1.3. Identify property types and DACs

1.4. Reporting
Task 2. Engagement and Enrollment 463 $75,704

2.1 Provide outreach tools

2.2 Develop brochure

2.3 Email and social media communications

2.4 Identify outreach opportunities

2.5 Create and maintain a “project tracker”

2.6 Coordinate with CCCE regarding outreach.

Task 3. Technical Assistance 1,020 $175,500

3.1 Develop and implement an intake process

3.2 Conduct feasibility studies; remote and on-site
assessments; provide recommendations

3.3 Facilitate installer quotes
Task 4. Multifamily Property Participation 133 $18,652

4.1 Assist Multifamily property owners to apply for
CCCE incentives opportunities

4.2 Identify further opportunities for property owners
Task 5. Implement Commercial EVSE Projects and
Incentives 238 $36,795

5.1 Assist in procurement process

5.2 Update Project Tracker

5.3 Project completion tasks and case studies

5.4 Identify incentives and support applications
Task 6. Administration 187 $34,978

6.1 Kick off meeting

6.2 Set up project management tool

6.3 Set up communications platform

6.4 Conduct meetings and progress reporting

6.5 Annual and final reports
DocuSign Envelope ID: 200F5C0F-DD58-425A-B0E5-53DA20D5AE87 Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A 4 Rates for key staff are in the table below Rates shall remain in effect for the term of this Agreement.

Adjustments to staff rates shall require written notice of the change at least 30 days prior to the date the change is to become effective and prior written approval by CCCE.

TO SERVICES AGREEMENT BETWEEN FRONTIER ENERGY AND

AGREEMENT
NOW, THEREFORE, the Parties agree to amend the Agreement as follows:

1. Amend the first sentence of Section 3.1, as follows:

The term of this Agreement is from the date of execution until September 30, 2024, unless sooner terminated pursuant to the terms of this Agreement.

IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.

Frontier Energy Inc. Central Coast Community Energy
BY:__________________________________ BY:______________________________________ Jeremy Springer, CFO Robert Shaw, CEO
DocuSign Envelope ID: D052E672-D57C-44DB-A9CA-9568865B2F2E DocuSign Envelope ID: B4C9BB1D-8798-4404-ACF2-068EAF0DFB11 Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A 2 Date: ____________________________ 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: D052E672-D57C-44DB-A9CA-9568865B2F2E 9/30/2023 10/6/2023
DocuSign Envelope ID: B4C9BB1D-8798-4404-ACF2-068EAF0DFB11 10/12/2023
10/12/2023
Docusign Envelope ID: 88EDD589-E4BF-4B3B-8794-4656FFF0675A Staff Report Item 9
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Charles McKee, General Counsel and Marina Pantchenko, Deputy General Counsel SUBJECT: Approve a Real Property Lease Agreement template, containing standard risk and indemnification terms, for the provision of leasing office space to tenants of 3CE properties. Authorize updates and modifications to the template subject to General Counsel approval
DATE: August 14, 2024
RECOMMENDATION:

It is recommended that the Operations Board: 1) Approve a Real Property Lease Agreement template, containing standard risk and indemnification terms, for the provision of leasing office space to tenants of 3CE properties. 2) Authorize updates and modifications to the template subject to General Counsel approval.

BACKGROUND:

On December 13, 2023, the 3CE Policy Board authorized the purchase of 1026 Palm Street in San Luis Obispo to serve as an additional agency meeting and office facility. The building contains office space that 3CE intends to continue leasing to various business tenants necessitating the request to approve a standard template for negotiating commercial tenancies.

DISCUSSION/ANALYSIS:

Counsel requests authorization for the CEO to execute standard real property lease agreements at any 3CE owned or leased premises, subject to General Counsel approval. The template contains standard commercial lease terms, including indemnification and other risk provisions.

FISCAL IMPACT:

Commercial office tenancies generate approximately $84,000 annually in revenue to 3CE. This revenue is consistent with the amount utilized in the purchase analysis presented prior to acquisition.

CONCLUSION:

Approval of the template will allow 3CE to lease office space at its current and future office locations as well as modify the template, as necessary, subject to General Counsel approval.

ATTACHMENT(S):

1. 3CE Lease Agreement Template

CENTRAL COAST COMMUNITY ENERGY

REAL PROPERTY LEASE AGREEMENT
THIS LEASE (“Lease”) is made by and between the Central Coast Community Energy, ("LESSOR") and _______, a ___________ ("LESSEE"), sometimes collectively referred to as “the Parties” and is effective as of the last date set forth beneath the respective signatures below.

RECITALS
WHEREAS, LESSEE is a ____________ located at ________________________.

NOW THEREFORE, in mutual consideration of the covenants, terms, and conditions set forth in this Lease, LESSOR and LESSEE hereby agree as follows:

1. DESCRIPTION OF PREMISES: LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR, upon the terms and conditions herein set forth, a portion of that certain real property and its appurtenances, situated at ____________ (hereinafter, “the Building”) and described as follows: Office space consisting of the exclusive use of office space located at __________, identified as Suites ___, as designated in Exhibit A – DESCRIPTION OF PREMISES attached and incorporated by this reference (hereinafter, “the Premises”). Proposed tenant improvements to be installed at the Premises shall be paid for by the LESSEE. Proposed tenant improvements are being developed and require written approval by LESSOR prior to commencements of any tenant improvements. Approved tenant improvements to be paid for by the LESSEE, shall be attached and incorporated into this Agreement as Exhibit A.1. – TENANT IMPROVEMENTS – LESSEE’S COSTS.

In addition to the Premises, LESSEE shall also have the non-exclusive right to use, in common with other tenants and occupants of the Building, any and all of the following areas which may be appurtenant to the Premises: common entrances, lobbies, stairways and access ways, loading and unloading areas, visitor parking areas, ramps, drives, platforms, public restrooms, common walkways and sidewalks necessary for access to the Premises.

2. TERM: The term of this Lease shall commence on ______ and continue through and including ________ unless otherwise terminated sooner pursuant to the terms of this Lease. For purposes of this Lease, “effective date” is defined as the last date set forth beneath the respective signatures below. Any holding over by the LESSEE after the expiration of the term will be deemed a month-to-month tenancy upon substantially similar terms and conditions as set forth in this Lease.

3. RENT: Effective upon the commencement date, LESSEE shall pay LESSOR as monthly rent the sum of _______Dollars ($_________) payable on the first day of each month, without any prior demand, abatement, deduction, or setoff.

If the rent commencement date is other than the first day of a calendar month, then rent for that month shall be prorated on a daily basis. Rent shall be payable to LESSOR at the address specified in Paragraph 16 (Notices) or at such other address as LESSOR may from time to time designate in writing. For the purposes of paying rent, monthly rent shall be paid for the period beginning on the 3rd day of the month and ending on the 2nd of the following month.

4. DELIVERY OF PREMISES: LESSOR agrees to deliver to the LESSEE physical possession of the Premises upon the effective date of this Lease, and free and clear of all tenants and occupants, but subject to the non-exclusive rights of other tenants and occupants of the Building. If any conflict between this Paragraph 4. DELIVERY OF PREMISES and Paragraph 2. TERM exists, the terms of Paragraph 2. TERM shall prevail.

5. TERMINATION: LESSOR and LESSEE shall have the right to terminate this Lease for any reason, or for no reason, upon no less than thirty (30) days prior written notice to the other party.

Upon termination of this Lease, LESSEE shall return the Premises in the same condition as when delivered, reasonable wear and tear, and damage by casualty or condemnation, and alterations approved by LESSOR, excepted.

In the event the LESSEE defaults in the payment of rent when due, the LESSOR shall forward notice in writing of such default to the LESSEE, and failure of the LESSEE to cure such default within thirty (30) days after the receipt of such notice shall, at the option of the LESSOR, constitute a default and allow for the termination of the Lease with three (3) days written notice to LESSEE.

If the Premises are destroyed by fire or other casualty, either in whole or in part, either party may terminate this Lease by giving three (3) days written notice.

If any part of the Premises is taken or condemned for a public or quasi-public use by an entity other than LESSOR, then this Lease shall terminate as of the date title shall vest in the condemning entity, if no earlier notice is given, as provided in this Lease. LESSOR shall have no responsibility for any relocation benefits as the result of such condemnation. LESSEE expressly disclaims all rights and interests in the Lease or its value in the event of condemnation; all such rights, interests and entitlement to compensation shall accrue to LESSOR.

6. USE: The Premises shall be used by the LESSEE for general office purposes.

LESSEE'S use of the Premises, as provided in this Lease shall be in accordance with the following:
a) LESSEE shall not use the Premises for any private commercial gain such as, but not limited to, rental activities or commercial sales.
b) LESSEE shall not do, bring or keep anything in or about the Premises that will cause a cancellation of any insurance covering the Premises.
c) LESSEE shall comply with any and all laws and regulations concerning the Premises and/or LESSEE'S use of the Premises.
d) LESSEE shall not use the Premises in any manner that will constitute waste, nuisance or unreasonable annoyance to owners or occupants of adjacent properties or other occupants of the Building. LESSEE acknowledges that the purpose of this lease agreement is for office space.
e) LESSEE shall not use or permit the use of Hazardous Substances on the Premises. As used herein, “Hazardous Substances” means hazardous or toxic substances such as asbestos, leads, toxic mold spores, PCBs or volatile organic chemicals. f) LESSEE shall not install any major appliances, such as vending machines, refrigerators, stoves or other machinery larger than a microwave and/or personal computer. g) LESSEE shall not modify the Premises, or undertake any construction on the Premises, without the written consent of LESSOR, which consent may be refused, but will not be unreasonably withheld, in the sole discretion of LESSOR. h) LESSOR shall have the right to establish and enforce reasonable rules and regulations applicable to the management, maintenance, use and operation of the Building. LESSEE shall comply with said rules and regulations applicable to the management, maintenance, use and operation of the Building as may be established by LESSOR and as may be amended by LESSOR from time to time.
i) LESSOR to provide LESSEE with ____ keys to the Premises. Access security equipment other than keys to the Premises to be the responsibility of the LESSEE. In the event rekeying is necessary, it shall be paid for by LESSEE.

7. LESSOR'S ENTRY ON PREMISES: LESSOR and its authorized representatives shall have the right to enter the Premises at all reasonable times with reasonable advance notice (except in cases of emergency), for any reasonable purpose including but not limited to the following:
a) To determine whether the Premises are in good condition and whether LESSEE is complying with its obligations under this Lease.
b) To do any necessary maintenance and to make any restoration to the Premises that LESSOR has the right or obligation to perform.

8. SERVICES AND UTILITIES: LESSOR will provide LESSEE with a fair share portion of the facility services, including electricity, sewer, heating, water, janitorial services and trash disposal, as shown on the matrix attached as Exhibit C – SUMMARY OF SERVICES AND UTILITIES attached hereto and incorporated by this reference.

The cost of these services are included in the “modified gross full service” rental amount.

9. TELEPHONE, VIDEO SURVEILLANCE AND SIGNAGE: LESSEE shall provide for and pay for all telephone services and installations, including fax services and computer-related data line services and installations for the Premises.

10. MAINTENANCE: LESSEE shall be responsible for all costs to repair or correct any damage or damages to the Building or Premises caused by its employees, contractors or invitees. LESSEE shall immediately notify LESSOR of any damage or damages to the Building or Premises caused by its employees, contractors or invites. Repair and maintenance of the Premises for reasonable wear and tear shall be provided by the LESSOR.

11. LESSOR LIABILITY: LESSEE will pay for, defend (with an attorney approved by LESSOR), indemnify and hold harmless LESSOR, its officers, agents, and employees against and from any real or alleged damage or injury and from all claims, judgments, liabilities, costs, and expenses, including attorney fees and costs, arising out of or connected with LESSEE’s use of the Premises and its facilities, or any repairs, Alterations, or improvements (including original improvements and fixtures specified as LESSEE’s Work) that LESSEE may make or cause to be made on the Premises, any breach of this Lease by LESSEE, and any loss or interruption of business or loss of rental income resulting from any of the foregoing; provided (and though LESSEE will in all cases accept any tender of defense of any action or proceeding in which LESSOR is named or made a party and will, despite any allegations of negligence or misconduct on the part of LESSOR, defend LESSOR as provided in this section 11) that LESSEE will not be liable for such damage or injury to the extent and in the proportion that it is ultimately determined to be attributable to the negligence or willful misconduct of LESSOR. This obligation to indemnify will include all of LESSOR’s attorney fees, litigation costs, investigation and court costs, and all other costs, expenses, and liabilities incurred by LESSOR or its counsel from the first notice that any claim or demand is to be made or may be made.

LESSOR shall further not be liable to LESSEE, for any damages caused by plumbing, gas, water, steam, sprinkler or other pipe and sewage system, or by the bursting, running or leaking of any tank, washstand, closet, or waste or other pipe, in and about the Premises or the Building, or for any damage caused by water being upon or coming in through the roof, skylight, vent, trap door or otherwise; provided that LESSOR shall not be relieved from any of its obligations for maintenance and repair as otherwise set forth in this Lease.

12. LESSEE INSURANCE:

Without limiting LESSEE's indemnification, LESSEE shall maintain in force at all times during the performance of this lease a policy or policies of insurance as follows and in the minimum limits of liability as stated herein:
a) Comprehensive General Liability, including but not limited to premises, personal injuries, products, and completed operations for combined single limit of not less than $1,000,000 per occurrence.
b) Workers’ Compensation covering statutory requirements of the State of California and Employer's Liability of not less than $1,000,000 per occurrence. c) Liability policies shall provide an endorsement naming the LESSOR, its officers, agents and employees as an Additional Insured and shall provide for thirty (30) days written notice to the LESSOR in advance of any cancellation or non-renewal of said policies. LESSEE will provide thirty (30) days written notice to LESSOR of any cancellation.
d) Liability policies shall be endorsed to provide that such insurance is Primary Insurance and that no insurance of the Additional Insured shall be called upon to contribute to a loss covered by LESSEE's insurance.
e) Current certificates of insurance must be provided to the LESSOR. LESSEE will provide copies of all insurance policies upon LESSOR’s request. The insurance carried must be with established and reputable companies acceptable to the LESSOR.

Acceptance or approval of insurance shall in no way modify or change the Indemnity and Hold Harmless Clauses in this Lease, which shall continue in full force and effect. The coverage requirements set forth herein can be satisfied with a combination of self-insurance and self-insured pool insurance. f) Comprehensive General Liability policy shall provide for thirty (30) days written notice to the LESSOR in advance of cancellation. LESSEE will provide thirty (30) days written notice to LESSOR of any cancellation.
g) Failure by the LESSEE to maintain required insurance coverage is a breach of the Lease. If the LESSEE fails to maintain the required insurance coverage, the LESSOR may terminate the Lease with three (3) days written notice to LESSEE or may secure the appropriate insurance policies and LESSEE will pay, on demand, the cost of the policies to LESSOR as additional rent.
h) The coverage(s) shall be maintained through the term of the Lease, and the LESSEE shall file with the LESSOR prior to approval of the Lease, and from time to time, a Certificate of Insurance evidencing that insurance coverage(s) required herein are in effect.

13. LIENS: LESSEE agrees to keep the Premises free from liens of every character, and in the event any liens for labor or materials should arise during the term thereof on account of any act or omission by LESSEE, LESSEE agrees forthwith to discharge and pay the same.

14. ABANDONMENT: If LESSEE abandons the Premises, or ceases the provision of services described in Paragraph 6 (USE), for a period of thirty (30) days or more, LESSOR may terminate the Lease with three (3) days written notice to LESSEE.

15. WAIVER: The waiver, of LESSOR or LESSEE, of any covenant or condition herein, shall not vitiate the same or any other covenant or condition contained herein, and terms and conditions contained herein shall apply to and bind the heirs, successors and assigns of the respective parties hereto.

16. NOTICES: Any notice which either party desires or is required to give to the other party shall be in writing and either served personally or sent by registered or certified mail, at the address set forth below:

LESSOR: LESSEE:

CENTRAL COAST COMMUNITY
ENERGY
Attention: Current:

Premises:

Attention:

Any notice or correspondence shall be deemed delivered upon personal delivery or five (5) days after notice is mailed. Correspondence other than notices may be given by phone, regular mail, email or facsimile. Any correspondence sent by facsimile shall also be sent by United States mail if requested by either party. By written notice to the other, either party may change its mailing address or correspondence information.

17. ASSIGNMENT AND SUBLETTING: LESSEE shall not assign or sublet all or any portion of the Premises without the prior written consent of LESSOR, which consent may be withheld in LESSOR’S complete discretion.

18. SUCCESSORS AND ASSIGNS: Subject to the restriction on assignment hereinabove written, this Lease, and all of the terms, covenants and conditions hereof, shall be binding upon and shall inure to the benefits of their heirs, legal representatives, successors and assigns of the respective parties hereto.

19. WAIVERS OF SUBROGATION: LESSOR and LESSEE each hereby waive any right of recovery against the other due to loss or damage to the property of either LESSOR or LESSEE when such loss of or damage to property arises out of the acts of God or any commercial property perils whether or not such perils have been insured, self-insured or non-insured.

20. NO AMENDMENTS: No oral amendment of this Lease shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on either party hereto.

21. DESIGNATION OF AUTHORITY: A Lessor designated Authorized Representative, as listed in the Notices Section above is hereby authorized to deliver approvals or consents as are required by this Lease, on behalf of the LESSOR upon the terms specified above. Any consents or approvals required under this Lease shall not be unreasonably withheld or made, except where it is specifically provided that a sole discretion standard applies. LESSOR agrees to give reasonable consideration to requests by LESSEE for extensions of any time deadlines imposed under this Lease, provided that it is determined that the overall feasibility of the objectives of this Lease is not in jeopardy.

22. INVALIDITY: The invalidity of any provision of this Lease as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof.

23. WARRANTY OF AUTHORITY: Any individual executing this Lease on behalf of LESSEE or LESSOR represents and warrants hereby that he or she has the requisite authority to enter into this Lease on behalf of such party and bind the party to the terms and conditions of this Lease.

24. TIME IS OF THE ESSENCE: Time is of the essence of each term and provision of this Lease.

25. EVIDENCE OF SEISMIC ADEQUACY: The building containing the Premises underwent a ______, as evidenced by official documentation from the ________ as shown in Exhibit D – EVIDENCE OF SEISMIC ADEQUACY attached hereto and incorporated by this reference.

26. EXHIBITS: In the event of any conflict between this Lease and Exhibits A, A.1, A.2, C and D attached hereto, the provisions of this Lease shall control. In the event of any conflict between this Lease and Exhibit B attached hereto, the provisions of Exhibit B shall control.

27. CONSENT TO USE ELECTRONIC SIGNATURES: The parties to this Agreement consent to the use of electronic signatures via DocuSign to execute this Agreement. The parties understand and agree that the legality of electronic signatures is governed by state and federal law, 15 U.S.C Section 7001 et seq.; California Government Code Section

16.5; and California Civil Code Section 1633.1 et. seq. Pursuant to said state and federal law as may be amended from time to time, the parties to this Agreement hereby authenticate and execute this Agreement, and any and all Exhibits to this Agreement, with their respective electronic signatures, including any and all scanned signatures in portable document format (PDF) which may be delivered by mail, E-Mail, or Facsimile

28. LESSOR’S STATEMENT REGARDING DISABILITY ACCESS & CERTIFIED ACCESS SPECIALIST INSPECTION (CASp) REPORT:

Pursuant to California Civil Code Section 1938 (a), LESSOR represents that the Premises [ ] has [ ] has not undergone inspection by a Certified Access Specialist (CASp).

Pursuant to California Civil Code Section 1938 (b), if the Premises has undergone inspection by a CASp, and to the best of LESSOR’s knowledge, there have been no modifications or alterations completed or commenced between the date of the inspection and the date of execution of the Lease Agreement which have impacted the subject premises' compliance with construction related accessibility standards, LESSOR shall provide, prior to execution of the Lease Agreement, a copy of any report prepared by the CASp with an agreement from LESSEE that information in the report shall remain confidential, except as necessary for the LESSEE to complete repairs and corrections of violations of construction related accessibility standards that the LESSEE agrees to make.

Pursuant to California Civil Code Section 1938 (c), making any repairs or modifications necessary to correct violations of construction related accessibility standards that are noted in a CASp report is presumed to be the responsibility of the LESSOR, unless otherwise mutually agreed upon by LESSOR and LESSEE. LESSEE shall have the opportunity to review any CASp report prior to execution of the Lease. If the report is not provided to the LESSEE at least 48 hours prior to execution of the Lease Agreement, LESSEE shall have the right to rescind the Lease, based upon the information contained in the report, for 72 hours after execution of the Lease Agreement.

Pursuant to California Civil Code Section 1938 (d), if the Premises have been issued an inspection report by a CASp, as described in paragraph (1) of subdivision (a) of Section

55.53, indicating that it meets applicable standards, as defined in paragraph (4) of subdivision (a) of Section 55.52, LESSOR shall provide a copy of the current disability access inspection certificate and any inspection report to LESSEE not already provided pursuant to subdivision (b) within seven (7) days of the date of the execution of the Lease Agreement.

Pursuant to California Civil Code Section 1938 (e), if the Premises have not been issued a disability access inspection certificate, as described in subdivision (e) of Section 55.53, LESSOR shall state the following on the Lease Agreement:

A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.

IN WITNESS WHEREOF, LESSOR and LESSEE have executed this Lease which is effective as of the last date set forth beneath the respective signatures below. *INSTRUCTIONS: If Lessee is a corporation, including limited liability and non-profit corporations, the full legal name of the corporation shall be set forth above together with the signatures of two specified officers. If Lessee is a partnership, the name of the partnership shall be set forth above together with the signature of a partner who has authority to execute this Agreement on behalf of the partnership.

If Lessee is contracting in an individual capacity, the individual shall set forth the name of the business, if any, and shall personally sign the Agreement.

LESSOR: CENTRAL COAST

COMMUNITY ENERGY
APPROVED AS TO FORM:

By: ___________________________________

Title: CEO/CFO Title: General Counsel
Date: __________________________________ Date: __________________________________ LESSEE: LESSEE:

By: ___________________________________

By: ___________________________________
(Name)
Title: Title:

Date: __________________________________ Date: __________________________________ Staff Report Item 10
TO: 3CE Operations Board
FROM: Robert M. Shaw, Chief Executive Officer
SUBJECT: CEO Report (Discussion Item)
DATE: August 14, 2024

STAFFING UPDATE
Inaara Muhammad – Manager of Energy Programs
Inaara joined 3CE from PowerFlex Systems, where she built and led the Incentives Department to support initiatives in building EV infrastructure and Battery Storage solutions. Prior to working at PowerFlex, Inaara was part of Wells Fargo’s Commercial Banking Team, focusing on financing solutions in the Technology Banking Group. She graduated from the University of California, Berkeley, with a B.S. in Environmental Economics and Policy and a B.A. in Ethnic Studies, and now serves on the Sacramento Cal Alumni Association’s board.

Quarterly all-staff meeting
On July 17 and 18, 3CE held its quarterly all-staff meeting, which featured presentations from agency departments on upcoming goals and budget requests for the 2024-25 fiscal year. The Power Services Department additionally led an Introduction to Energy Markets training for staff. Outside speakers were brought in to provide information on employee benefits and neuroscience-based productivity plans.

POWER CHARGE INDIFFERENCE ADJUSTMENT
The Power Charge Indifference Adjustment (PCIA) rates are approved by the California Public Utilities Commission (CPUC) as a part of the Energy Resource Recovery Account (ERRA) proceeding. The PCIA is a fee collected by IOUs and assessed to 3CE customers to recover the cost of energy resources contracted by the IOUs prior to their enrollment with 3CE. The methodology for calculating the PCIA is complex, with the ultimate goal of ensuring that bundled and CCA customers pay their fair share of energy resources that the IOU procured on their behalf.

PG&E’s May ERRA application proposed a significant policy change for setting 2025 rates: freeze the Resource Adequacy (RA) market price benchmark (MPB) at 2024 forecast levels rather than using 2025 forecast or 2024 actual prices on the condition that those prices increase beyond the 2024 forecast levels.

The proposal would have resulted in a cost shift to 3CE customers and away from bundled PG&E customers through higher PCIA rates in 2025. Over the past months, 3CE worked with CalCCA and other CCAs to protest this proposal.

The CPUC issued a Scoping Memo and Ruling for PG&E’s ERRA forecast proceeding on August 1. The memo ruled in favor of CalCCA’s protest, finding that the ERRA proceeding was an incorrect venue to address PG&E’s proposal. PG&E will likely submit a Petition for Rulemaking to request the CPUC consider the issue and potential solutions in a statewide proceeding. CalCCA is establishing a Tiger Team, which 3CE will be actively involved in, to develop alternative proposals and advocacy approaches in preparation for the new rulemaking.

ATTACHMENT(S):

1. Contracts < $200k
CCCE Contracts < $200k
Vendor Total Engagement Amount From To Service Scope Remarks 1 Action Janitorial $25,000 6/18/2024 9/30/3025 Janitorial services at 1026 Palm St and 71 Zaca Ln, San Luis Obispo Offices 2 Great Place to work $3,500 7/12/2024 7/12/2025 A Certification that gives employers a recruiting advantage by providing a globally recognized and research-backed verification an employee experience
3 SalesForce $183,192 5/1/2024 4/30/2027 Cloud-Based Software-providing customer relationship management (CRM) that will be working in conjunction with SMUD for a 3-year term
4 Liebert CassidyWhitmore $45,000 7/1/2022 6/30/2024 Amendment 2 to 7/1/2022 to include $25K for a total of not to exceed $45K to cover financial obligations dated on or before 6/30/2024
5 Liebert CassidyWhitmore $90,000 7/1/2024 6/30/2026 Two year agreement to assist the Department of Human Resources and Administrative Services regarding business operations with a $45K per year spend
Staff Report Item 11
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, CEO
PREPARED BY: Nick Dominguez, Director of Power Supply
Jerri Strickland, Manager of Energy Policy
SUBJECT: Authorize CEO to execute CPUC approved Bioenergy Market Adjusting Tariff (BioMAT) Program, Pro-Forma Agreements, and eligible Power Purchase Agreements (PPAs) with terms of 10 to 20 years and associated forms
DATE: August 14, 2024
RECOMMENDATION:

Authorize CEO to execute CPUC approved Bioenergy Market Adjusting Tariff (BioMAT) Program, Pro-Forma Agreements, and eligible Power Purchase Agreements (PPAs) with terms of 10 to 20 years and associated forms.

BACKGROUND:

BioMAT is a CPUC procurement program initiated 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. The PPP is a non-bypassable distribution rate component that all California ratepayers, bundled and unbundled, pay. However, initially the BioMAT program was only available to the Investor-Owned Utilities, creating a disparity between bundled and unbundled customers.

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.

DISCUSSION/ANALYSIS:

BioMAT is a feed-in tariff program for small bioenergy renewable generators less than 5MW in nameplate (3MW contract capacity). A feed-in tariff (FIT) is a contracting mechanism for small renewable generators to sell power at predefined terms and conditions (no contract negotiations).

The CPUC began implementation of AB 843 in October 2022 by opening of a new proceeding to work through the details of CCA participation.
3CE, along with other CCAs, have been actively assisting CalCCA to organize the necessary programmatic documents and required CPUC approved tariffs for potential participation in the BioMAT program.

Programmatic documents include:
 CPUC approved BioMAT Pro-Forma Tariff (Attachment A)
 CPUC approved CCA BioMAT PPA (Attachment B)
 CPUC approved CCA BioMAT PPR (Attachment C)
 CPUC Approved BioMAT CCA Balancing Account (Attachment D)  CPUC Approved CCA BioMAT Initial Fuel Attestation Form (Attachment E) With the CPUC’s approval of all the necessary programmatic documents and willingness to include CCAs. 3CE brought the BioMAT program to the Executive Committee as an informational item with the intent of bringing it to this August Operations Board meeting for approval of participation.

Small-scale bioenergy projects can be procured in 3 categories:

1. Biogas from wastewater treatment, municipal organic waste diversion, food processing, and co-digestion.

2. Dairy and other agricultural bioenergy.

3. Bioenergy using byproducts of sustainable forest management.

Bioenergy is electricity, fuel, heat, or energy storage generated from organic waste, such as food, yard, dairy, agricultural, wastewater, forest, or wood waste. Unlike other renewable energy sources like solar and wind, bioenergy is not intermittent or variable; it can be available 24/7.

Bioenergy resources offer a range of benefits beyond their energy production capabilities. One significant advantage is their ability to reduce landfill waste. In California alone, over half of all landfill waste, amounting to approximately 22 million tons annually, consists of organic materials that could instead be utilized for energy generation. Moreover, the development of bioenergy creates employment opportunities and stimulates economic growth, particularly in areas where these resources are abundant. Additionally, bioenergy plays a crucial role in safeguarding disadvantaged communities by mitigating power plant emissions, minimizing odors, and reducing other harmful pollutants.

Furthermore, bioenergy presents a viable pathway for assisting member agencies in meeting compliance with SB 1383, which mandates the reduction of short-lived climate pollutants like methane and black carbon, thus contributing to overall environmental sustainability efforts. 3CE’s participation in the BioMAT program allows local bioenergy projects to contribute towards 3CE meeting its board directed goal of serving customers with 100% clean and renewable energy by 2030.

PROGRAMMATIC PROCESS:

BioMAT Allocations:

The state allocated 250 MW across three categories of procurement for the BioMAT program:  (1) Various Biogas, (2) Dairy & Other Agriculture, and (3) Fire Management. The statewide allocations for the categories were divided further into buckets for each of the IOUs. The more recent legislation allowing CCAs to participate required that the CCA participate within the allocation given to the IOU who shares their service area. As 3CE spans two IOU service areas, 3CE is eligible to participate in allocations for eligible generators located in both SCE and PG&E’s shared service area. See Attachment F for criteria of Eligible Generators.

The total remaining capacity for each category as of July 15, 2024:

Product Type Statewide
Allocation
SCE Remaining
Capacity
PG&E Remaining
Capacity
3CE Max Potential
Category 1  110 MW  45.5 MW  28.1 MW  73.6 MW
Category 2  90 MW  55.7 MW  9.3 MW  65 MW
Category 3  50 MW  2.5 MW  32.9 MW   35.4 MW
3CE BioMAT Queue and PPA Award:

If an eligible generator wishes to participate in BioMAT with 3CE, they will be able to apply directly with a Program Participation Request (PPR) to a 3CE specific queue via the BioMAT online portal. The creation and maintenance of the BioMAT portal is included in the program and at no cost to 3CE. Upon Operations Board Approval, an eligible Applicant may submit a PPR at any point. Once submitted, 3CE must review the PPR within 20 business days. The Applicant would have 10 days to cure any missing information required by the pro-forma tariff. Once 3CE identifies a PPR as complete, the applicant receives a BioMAT queue number based on the date and time that the PPR was initially received. Once deemed complete, a PPR is eligible to participate in Program Periods within its Fuel Resource Category.

The Program Periods relate to when a PPA is awarded. Every two months for category 1 and 2, and every month for category 3, the LSE can award up to its “available allocation” which is 6MW per IOU service area for 3CE. If the contract capacity of the next PPR that accepts the price is larger than the available allocation, 3CE will be “Deemed Fully Subscribed”. Once the PPA is awarded at the price for that period, the applicants have ten business days to accept or reject the available contract price. LSEs award the PPAs to PPRs in their respective queues by the BioMAT Queue number and price acceptance.

In short, if 3CE deems a PPR complete and the applicant accepts the contract price a PPA will be awarded.

FISCAL IMPACT:

Any power purchase agreements entered into by 3CE will have maximum contract capacity of 3 MW.

Based on the BioMAT’s current contractual payment rates, the estimated maximum contract cost would be between $3.2M and $5.2M per year for each executed contract. 3CE will invoice the IOUs for reimbursement on a quarterly basis for a significant portion of these contract costs through the public purpose programs non-bypassable charge.
3CE must follow a CPUC prescribed method for cost recovery. Annually, by February 1, 3CE will submit an Advice Letter to the CPUC regarding forecasted BioMAT costs for the upcoming calendar year. These costs will be integrated into the IOU’s Energy Resource Recovery Account (ERRA) forecast applications in their October Update pending approval by December of that year. Once the CPUC has approved the IOUs to integrate programmatic costs into their distribution rates, the CCAs may invoice the IOUs quarterly.

CONCLUSION:

The Operation Board’s delegation of authority to the CEO to execute eligible PPAs would support the 3CE’s goal to serving customers with 100% clean and renewable energy by 2030, as well as assisting Member Agencies in meeting their state mandated waste diversion goals. This is done by authorizing the CEO to execute CPUC approved Bioenergy Market Adjusting Tariff (BioMAT) Program, Pro-Forma Agreements, and eligible Power Purchase Agreements (PPAs) with terms of 10 to 20 years and associated forms.

ATTACHMENT(S):
 CPUC approved BioMAT Pro-Forma Tariff (Attachment A)
 CPUC approved CCA BioMAT PPA (Attachment B)
 CPUC approved CCA BioMAT PPR (Attachment C)
 CPUC Approved BioMAT CCA Balancing Account (Attachment D)  CPUC Approved CCA BioMAT Initial Fuel Attestation Form (Attachment E) [INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 1
Advice Letter: [Insert CCA
Advice Letter #]
Decision: D.23-11-084
Issued by
[Insert name and title of individual at CCA
authorized to legally obligate it]
Submitted: January 29, 2024
(Revised 2-26-24)
Effective: March 18, 2024
[INSERT CCA NAME]
Schedule BioMAT

BIOENERGY MARKET ADJUSTING TARIFF
A. APPLICABILITY
The Bioenergy Market Adjusting Tariff schedule (BioMAT or this Schedule) implements the renewable bioenergy resource feed-in tariff program pursuant to California Public Utilities Code (PUC) Section 399.20 and California Public Utilities Commission (CPUC) Decisions (D.) 14-12-081, D.15-09-004, D.16-10-025, D.20-08-043, and D.23-11-084. The Schedule is available, on a first-come, first-served basis, to applicants (Applicants) that own or control a Facility (or Project), meet the eligibility criteria below, and submit a complete Program Participation Request (PPR).
[INSERT CCA’S FULL (AND ABBREVIATED NAME)], a Community Choice Aggregator (CCA), operates within [APPLICABLE INVESTOR-OWNED UTILITY [IOU]] territory. Under the BioMAT program, the maximum combined Contract Capacities of participating Facilities within [IOU]’s service territory is [INSERT APPLICABLE IOU PROGRAM CAPACITY] (MW) (Program Capacity), which represents [IOU]’s allocated share of the total statewide program cap of 250 MW, as provided for in PUC Section 399.20 and CPUC D.14-12-081. In accordance with Assembly Bill 843 and CPUC D.23-11-084, CCAs in California may offer their own BioMAT program, with the Program Capacity being equal to the Program Capacity of the IOU in whose territory the CCA operates. The Contract Capacities of participating Facilities under CCA BioMAT programs in [IOU’]s service territory shall be attributed toward [IOU]’s Program Capacity. Please see the [IOU’S] BioMAT Tariff and website for additional detail on [IOU] BioMAT programs.

This BioMAT Tariff is only applicable to [CCA]’s BioMAT program.

B. EFFECTIVE DATE
The Effective Date of BioMAT is November 18, 2015, as determined in CPUC D.15-09- 004.

C. TERRITORY
[IOU]’s electric service territory.

D. ELIGIBILITY
An Applicant for BioMAT must own or control the Project and the Applicant’s proposed Project must meet the following eligibility criteria for BioMAT (Eligibility Criteria):
[INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 2

ELECTRIC SCHEDULE BIOMAT

1. Territory: The Project must be physically located within [IOU]’s electric service territory and must be interconnected to [IOU]’s electric distribution system or an Existing Transmission Line.

2. Eligible Renewable Energy Resource: The Project must be an Eligible Renewable Energy Resource as defined in PUC Section 399.12.

3. Qualifying Facility: The Project must be a Qualifying Facility (QF), as defined by the Federal Energy Regulatory Commission (FERC). See 16 U.S.C. § 824a-3(b); 18 C.F.R. § 292.304(a)(2).

4. Contract Capacity: The Contract Capacity for the Project cannot exceed three (3.0) MW.

5. Nameplate Capacity: The Nameplate Capacity for the Project cannot exceed five (5.0) MW.

6. Interconnection Study/Strategically Located: An Applicant must have passed the Fast Track screens, passed Supplemental Review, completed a [IOU] System Impact Study in the Independent Study Process, completed a [IOU] Distribution Group Study Phase 1 Interconnection Study in the Distribution Group Study Process, or completed a [IOU] Phase 1 Study in the Cluster Study Process for its Project, or completed a CAISO Cluster Study, Independent Study or Fast Track Study, or or make use of an existing interconnection agreement to the extent permitted by [IOU]’s or CAISO’s tariff (Interconnection Study).
a. An Applicant’s Interconnection Study must have an active interconnection queue number in [IOU]’s public wholesale distribution queue or the public CAISO interconnection queue (Active Interconnection Study) in order for the Applicant to be eligible to participate and remain in the BioMAT queue, with the exception of Applicants with Category 3 Projects. Provided all other requirements are met, Category 3 Projects that no longer have an Active Interconnection Study shall remain eligible to participate in the BioMAT queue, provided the Applicant has provided a cash deposit as described in Section E.2(b) of this Schedule. b. The Project must be interconnected to [IOU]’s electric system via a Distribution Line or an Existing [IOU] Transmission Line, and the Project’s most recent Interconnection Study or Interconnection Agreement must affirmatively support [INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 3

ELECTRIC SCHEDULE BIOMAT

7. Site Control: The Applicant must provide to [CCA] an attestation that it has 100% site control for the Project through: (a) direct ownership; (b) lease; or (c) an option to lease or purchase that may be exercised upon execution of the BioMAT PPA. The Applicant is required to submit a map showing the boundary of the Site for which the Applicant has control as part of the PPR. [CCA] reserves the right to request additional information.

8. Developer Experience: The Applicant must provide to [CCA] an attestation that at least one member of its development team has: (a) completed the development of at least one project of similar technology and capacity; or (b) begun construction of at least one other project of similar technology and capacity. A project less than one (1) MW will be deemed to be a project with similar capacity to a Project with a Contract Capacity of up to one (1) MW. A project between one (1) MW to three (3) MW will be deemed to be a project with similar capacity to a Project with a Contract Capacity [INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 4

ELECTRIC SCHEDULE BIOMAT

9. Daisy Chaining: The Applicant must provide to [CCA] an attestation that either the Project is the only exporting project being developed or owned or controlled by the Applicant on any single or contiguous pieces of property or, if more than one exporting project is being developed or owned or controlled by the Applicant on any single or contiguous pieces of property, the total aggregated installed Contract Capacity of the projects does not exceed three (3) MW. [CCA] may, in its sole discretion, determine that the Applicant does not satisfy this Eligibility Criteria if the Project appears to be part of an installation in the same general location that has been or is being developed by the Applicant or the Applicant’s Affiliates and the total aggregated installed Contract Capacity of the installation is greater than three (3) MW.

10. Other Incentives: A Project that previously received incentives under the Self-Generation Incentive Program (SGIP) is ineligible for BioMAT if the incentives were received within ten (10) years or less of the date that Applicant submits a PPR for BioMAT for such Project. An Applicant for a Project that previously received incentive payments under SGIP must provide an attestation to [CCA] stating that, as of the date the Applicant submits the PPR: (a) the Project has been operating for at least ten (10) years from the date the Applicant first received ratepayer-funded incentive payments under SGIP, for the Project; and (b) to the extent the CPUC requires reimbursement of any ratepayer-funded incentive, the Applicant can demonstrate that the Project’s owner has provided the applicable administrator with any required refunds of incentives.

11. Net Energy Metering: An Applicant that is a net energy metering (NEM) customer can only participate in BioMAT if the Applicant terminates its participation in the NEM program for the Project prior to the BioMAT PPA’s Execution Date.

12. Renewable Market Adjusting Tariff: An Applicant may not submit a PPR or maintain a position in the queue for the same Project in both the Renewable Market Adjusting Tariff (ReMAT) program and the BioMAT program. For the purposes of this Section D.12 only, projects that are eligible for ReMAT or BioMAT and that share, utilize, or are based on the same interconnection request, study, or agreement will be considered the same Project.
[INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 5

ELECTRIC SCHEDULE BIOMAT

13. Fuel Resource Requirements: Other than for fuel used for Station Use, the Project’s fuel resource(s) must be eligible for the Renewables Portfolio Standard (RPS) in accordance with the California Energy Commission’s (CEC) RPS eligibility requirements and must comply with the Fuel Resource Category definitions provided in Section N.3 of this Schedule. At the time of PPR submittal, the Applicant must provide to [CCA] an attestation that specifies the Fuel Resource Category of fuel that the Applicant will use for the Project. The Applicant may only select one (1) Fuel Resource Category. For Category 2, Applicant must select either (i) Category 2 (Dairy), or (ii) Category 2 (Other Agriculture). The fuel requirements by Fuel Resource Category are as follows:
a. Category 1: On an annual basis, at least 80% of the fuel resource(s) used by the Project must be eligible for Fuel Resource Category 1; up to 20% may be fuel resource(s) that are eligible for Fuel Resource Categories 1, 2, and 3; or b. Category 2:
(1) Dairy: 100% of the fuel resource(s) used by the Project must be eligible for Fuel Resource Category 2 (Dairy); or
(2) Other Agriculture: On an annual basis, at least 80% of the fuel resource(s) used by the Project must be eligible for Fuel Resource Category 2 (Other Agriculture); up to 20% may be fuel resource(s) that are eligible for Fuel Resource Categories 1, 2, and 3; or c. Category 3: On an annual basis, at least 80% of the fuel resource(s) used by the Project must be eligible for Fuel Resource Category 3; up to 20% may be fuel resource(s) that are eligible for Fuel Resource Categories 1, 2, and 3.

14. Commercial Operations: The Project must have commenced commercial operations on or after June 1, 2013, based on the definition of “commercial operations date” in the CEC’s Renewables Portfolio Standard Eligibility Guidebook.

15. Project Application: An Applicant may only submit one PPR per Project to BioMAT and may not submit a PPR or maintain a position in the queue for the same Project in multiple BioMAT programs. For example, an Applicant may not submit a PPR for the same Project to both a CCA BioMAT program and the [IOU] BioMAT program. For [INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 6

ELECTRIC SCHEDULE BIOMAT

E. QUEUE MANAGEMENT AND PROGRAM PARTICIPATION REQUEST (PPR) The queue management process, PPR requirements, and PPR review process are described below.

1. As set forth in Section H of this Schedule, BioMAT Contract Prices are determined on a statewide basis by the Third-Party Administrator for BioMAT. The Third-Party Administrator will also determine the Projects in the queue to receive BioMAT PPAs in each IOU service territory for all CCA and IOU BioMAT programs according to Section I of this Schedule. The Applicant will submit a PPR for a Project to the IOU or CCA in whose territory the Project is located, and execution of a BioMAT PPA will result in the Contract Capacity of that Project being attributed to the Contract Capacity target for the IOU in whose service territory the Project is located, subject to Section G.4 of this schedule. Category 2 (Dairy) and Category 2 (Other Agriculture) are maintained in the same Category 2 queue. However, an Applicant with a Category 2 Project must indicate in its PPR whether its Project is (i) Category 2 (Dairy), or (ii) Category 2 (Other Agriculture), for the purposes of establishing a Contract Price as set forth in Section H of this Schedule and establishing the Project’s fuel resource requirements as set forth in the BioMAT PPA and Section D.13 of this Schedule.

2. To be eligible for [CCA]’s BioMAT program and obtain a position in the applicable Fuel Resource Category queue, an Applicant must submit a complete PPR to [CCA].

Information on how to submit the PPR will be available on [CCA]’s website and/or online platform. A PPR must include:
a. PPR Fee: Applicant must pay to [CCA] a non-refundable application fee as part of each PPR submission calculated as follows: $2 per kilowatt (kW) multiplied by the Project’s Contract Capacity. The PPR fee will not be applicable towards the Collateral Requirement under a BioMAT PPA. The manner and form of payment will be specified by [CCA] on its website and/or online platform. For projects applying to IOU BioMAT programs, all PPR fees and deposits shall be handled by the respective IOU.
[INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 7

ELECTRIC SCHEDULE BIOMAT

BIOENERGY MARKET ADJUSTING TARIFF PROGAM
(Continued)
(Continued)
Advice Letter: [Insert CCA
Advice Letter #]
Decision: D.23-11-084
Issued by
[Insert name and title of individual at CCA
authorized to legally obligate it]
Submitted: January 29, 2024
(Revised 2-26-24)
Effective: March 18, 2024
b. Category 3 Deposit: Applicants submitting PPRs to [CCA] that are either (i) Category 3 Projects connected to a Distribution Line; or (ii) Category 3 Projects connected to an existing [IOU] Transmission Line and have passed the CAISO Fast Track screens, and without an Active Interconnection Study as described in Section D.6(a), or those who subsequently withdraw their Active Interconnection Study from [IOU]’s public wholesale distribution queue or the public CAISO Controlled Generation Queue after submitting a PPR, must pay a deposit equal to three times the System Impact Study’s Detailed Study Deposit amount as described in [IOU]’s Electric Rule No. 21 Tariff. A p p l i c a n t s s u b m i t t i n g a PPR for transmission-interconnected projects that received an interconnection study pursuant to the CAISO’s Independent Study Process (“CAISO ISP”) or CAISO Cluster Study Process must pay a deposit equal to the CAISO deposit among for the CAISO ISP or CAISO Cluster Study Process. In the event the Applicant’s PPR for projects connected to a Distribution Line is withdrawn or rejected, the deposit shall be refunded to the Applicant less an administrative fee of 10% of the System Impact Study’s Detailed Study Deposit amount as described in [IOU]’s Electric Rule No. 21 Tariff. In the event the Applicant’s PPR for projects connected to any existing [IOU] Transmission Line is withdrawn or rejected, the deposit shall be refunded to the Applicant less an administrative fee of $1,000/MW of facility capacity. In the event the executes a PPA for the Project, the deposit shall be refunded in its entirety upon the execution of the BioMAT PPA. For projects applying to IOU BioMAT programs, all PPR fees and deposits shall be handled by the respective IOU. c. PPR Form: Applicant must submit the PPR form to [CCA] in a manner and form specified by [CCA].
d. Supporting Documentation: Supporting documentation, including but not limited to the items below, must be submitted to [CCA]:
(1) Copy of the most recent Interconnection Study for the Project. Any new or amended Interconnection Study or Interconnection Agreement must be submitted to [CCA] within five (5) business days of receipt of the study or agreement.
(2) A completed Cover Sheet for the BioMAT PPA, including (but not limited to) a description of the Project, a Facility drawing, a single line [INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 8

ELECTRIC SCHEDULE BIOMAT

BIOENERGY MARKET ADJUSTING TARIFF PROGAM
(Continued)
(Continued)
Advice Letter: [Insert CCA
Advice Letter #]
Decision: D.23-11-084
Issued by
[Insert name and title of individual at CCA
authorized to legally obligate it]
Submitted: January 29, 2024
(Revised 2-26-24)
Effective: March 18, 2024
diagram and a site map clearly outlining the border of the Project site for which site control exists.
(3) An attestation that includes the percentage ownership that the Applicant and Applicant’s Affiliates have in each Project and/or Seller entity for which a BioMAT PPR has been submitted. The determination of the percentage of ownership that an Applicant holds in a Project will be made by the Applicant, based on accounting standards and/or project financing conventions. [CCA] will not have an obligation to review materials or documents related to an Applicant’s ownership or financing of a Project and will not have an obligation to advise an Applicant on the percentage ownership that an Applicant has in a Project. [CCA] shall have the right to request and review the Applicant’s ownership calculations and supporting documentation. The Applicant must submit an updated attestation within five (5) business days if changes occur. (4) The attestations required in this Schedule.
(5) A Geographic Information System file of the Project boundary information.
(6) Climate Risk: For Applicants seeking a PPA with a term of fifteen (15) years or longer an acknowledgment that the Applicant has considered long-term climate risk and, if available, provide a facility climate risk safety plan as an attachment, listing potential climate risks that could affect the Project, including, without limitation, the risks described in Ordering Paragraph 9(11)(a)-(e) of CPUC Decision 20-08-046. If an Applicant does not have a climate risk safety plan, the Applicant must provide an explanation and describe their plans to consider potential climate risks, including, without limitation, the risks described in Ordering Paragraph 9(11)(a)-(e) of CPUC Decision 20-08-046. (7) Such other information and documentation that [CCA] may request to verify compliance with the Eligibility Criteria.
e. Review Period and BioMAT Queue Number Assignment: Within twenty (20) business days of receiving a PPR, [CCA], in its sole discretion, will confirm [INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 9

ELECTRIC SCHEDULE BIOMAT

BIOENERGY MARKET ADJUSTING TARIFF PROGAM
(Continued)
(Continued)
Advice Letter: [Insert CCA
Advice Letter #]
Decision: D.23-11-084
Issued by
[Insert name and title of individual at CCA
authorized to legally obligate it]
Submitted: January 29, 2024
(Revised 2-26-24)
Effective: March 18, 2024
whether the Applicant’s PPR is deemed complete and satisfies the Eligibility Criteria. Applicants will be assigned a program position (BioMAT Queue Number) by the Third-Party Administrator once the PPR is deemed complete by the CCA. If the PPR is deemed complete, the BioMAT Queue Number assignment provided by the Third-Party Administrator will be based on the date and time that the PPR was received by [CCA].
f. PPR Rejection: If an Applicant’s PPR is deemed incomplete, or the Applicant is otherwise ineligible for a BioMAT PPA, [CCA] will notify the Applicant that the PPR has been rejected (i.e., the PPR is null and void). If rejected, the Applicant will be required to submit a new, correct and complete PPR demonstrating the Applicant’s eligibility. The Applicant’s BioMAT Queue Number will be based on the date and time of the re- submitted, correct and complete PPR.
g. Cure Period: [CCA], in its sole discretion, may permit the Applicant to cure minor deficiencies, as determined by [CCA], by re-submitting the PPR (or a subset thereof) within ten (10) business days of notice from [CCA] of the deficiency. To be permitted to cure the deficiencies identified by [CCA], the Applicant’s original PPR must demonstrate that the Applicant’s Project was eligible at the time of submittal. Applicants whose PPRs contain material substantive issues with program eligibility will be deemed incomplete and rejected. [CCA] will review a re-submitted PPR within twenty (20) business days of receipt of the re-submitted PPR. If the re-submitted PPR is deemed complete after the second review, the BioMAT Queue Number assignment by the Third-Party Administrator will be based on the date that the PPR was initially received by [CCA]. Failure to re-submit the PPR within ten (10) business days of notice from [CCA] to correct the minor deficiency shall result in the PPR being rejected, as described in Section E.2.f of this Schedule.
h. Eligibility Attestation: An Applicant and/or Project must attest at the start of each Period (as defined in Section F.2 of this Schedule) that they still meet the eligibility criteria. If an Applicant fails to attest at the start of a Period, [CCA] will have the Third-Party Administrator remove the Applicant’s Project from the BioMAT Queue and the Applicant will have relinquished their BioMAT Queue Number for the applicable PPR. The PPR will be deemed to be rejected, as described in Section E.2.f of this Schedule.
[INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 10

ELECTRIC SCHEDULE BIOMAT

3. Modification: Once an Applicant has a BioMAT Queue Number for its proposed Project, the information provided in the PPR regarding the Project may not be modified, unless permitted or approved by [CCA], and shall be used for the completion of the BioMAT PPA. [CCA] will indicate what information, if any, in the PPR can be modified in its BioMAT program materials and/or online platform.

4. Eligibility Complaints: An Applicant may contest a determination of ineligibility through the CPUC’s standard complaint procedure set forth in Article 4, Complaints, of the CPUC’s Rules of Practice and Procedure.

5. [IOU] BioMAT Program: To apply to an IOU’s BioMAT program, please refer to the BioMAT Tariff and website of the IOU. [CCA] cannot accept PPRs from applicants for any IOU BioMAT program and all questions regarding an IOU’s BioMAT program should be directed to the IOU. All PPR fees and deposits from IOU applicants should be directed to the respective IOU.
[INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 11

ELECTRIC SCHEDULE BIOMAT

1. Initial PPR Submission Date: Applicants will be able to submit a PPR for a Project beginning at 9:00 a.m. PT on December 1, 2015 (Initial PPR Submission Date).

2. Program Periods: The Program shall be divided into bi-monthly program periods (Periods). Period 1 will begin on February 1, 2016 (Period 1 Start Date). Each subsequent Period shall be numbered sequentially (e.g., Period 2, Period 3, etc.) and shall occur on the first business day of the second month following the beginning of the previous Period. Commencing on February 1, 2017, [IOU] shall administer monthly Periods for Category 3 Projects. Category 3 Periods shall resume on a bi-monthly schedule that coincides with Category 1 and Category 2 Periods upon the earlier of (1) the Emergency Proclamation no longer being in effect, or (2) the Category 3 BioMAT Contract Price adjusting downward due to 100% subscription of the MW offered.

3. Final Period: The final Period (Final Period) is the Period which ends on December 31, 2025. At the close of the Final Period, this Schedule will close for all new Applicants.

Any Projects remaining in a Fuel Resource Category queue will be permitted to execute a BioMAT PPA within the ninety (90) day period immediately following the close of the Final Period, subject to the following conditions:
a. The Contract Price for each Statewide Pricing Category will not adjust pursuant to Section H.4 of this Schedule and will remain the same as in the Final Period. b. Any Projects remaining in a Fuel Resource Category queue will have ninety (90) days following the close of the Final Period to accept the applicable Contract Price as provided in Section F.3.a of this Schedule. Following that ninety (90) day period, BioMAT PPAs will be awarded in BioMAT Queue Number order. c. For each Fuel Resource Category, [CCA]’s obligation to accept BioMAT PPAs is only up to the lesser of: (i) [applicable IOU]’s total capacity remaining in the applicable Fuel Resource Category or (ii) twelve (12) MW.

G. [CCA] may, in its sole discretion, continue to offer the BioMAT to new Applicants after the Final Period.

H. CAPACITY ALLOCATION
[INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 12

ELECTRIC SCHEDULE BIOMAT

1. On the Effective Date of BioMAT, the following capacity information will be published on [IOU]’s website and/or online platform:
a. [IOU]’s Total Program Capacity: [IOU’s Capacity Allocation] MW b. PG&E[IOU]’s Capacity Allocation by Fuel Resource Category:
(1) Category 1: [IOU’s Capacity Allocation] MW
(2) Category 2: [IOU’s Capacity Allocation] MW
(3) Category 3: [IOU’s Capacity Allocation] MW

2. The amount of capacity available (Available Allocation) for subscription for each Fuel Resource Category for any Period throughout the program will be 6 MW (unless the remaining capacity for such Fuel Resource Category is less than 6 MW, in which case the amount of capacity available for subscription for such Period shall be the total remaining capacity for such Fuel Resource Category, except as set forth in Section F.3 of this Schedule). Category 2 (Dairy) and Category 2 (Other Agriculture) will have one Category 2 Available Allocation for any Period.

3. On the Effective Date of BioMAT and by the first business day of each Period, the following capacity information will be posted on [CCA]’s website and/or online platform, or as otherwise determine by the Third-Party Administrator in BioMAT:
a. Available Allocation for each Fuel Resource Category b. Total remaining Program Capacity
c. Total remaining capacity in each Fuel Resource Category

4. Any Contract Capacity associated with BioMAT PPAs that are terminated prior to the delivery of any electricity to [CCA] will be allocated by [the Third-Party Administrator for BioMAT] to the Fuel Resource Category corresponding to the Fuel Resource Category of the terminated BioMAT PPA and will not be attributed to the total capacity target for [IOU]. Any Contract Capacity associated with BioMAT PPAs that are terminated after the [INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 13

ELECTRIC SCHEDULE BIOMAT

I. PRICE
The Contract Price for BioMAT PPAs will be determined as follows:

1. The Third-Party Administrator for BioMAT will administer a pricing mechanism to establish a statewide price for the four (4) following Statewide Pricing Categories:

Category 1, Category 2 (Dairy), Category 2 (Other Agriculture), and Category 3.

2. The Contract Price for each Statewide Pricing Category, as determined by the Third-Party Administrator for BioMAT, will be published on [CCA]’s website and/or online platform by the first business day of every Period.

3. The initial BioMAT Contract Price offered for each Statewide Pricing Category in Period 1 will equal $127.72/megawatt-hour (MWh), pre-time of delivery adjusted. See the BioMAT PPA for contractual terms related to Contract Price.

4. After Period 1 (except as set forth in Section F.3.a of this Schedule), the Contract Price for each Statewide Pricing Category may adjust independently in each subsequent Period. The conditions for a Contract Price adjustment will be based on the subscription rate in each Statewide Pricing Queue as follows:
a. Market Depth for Initial Contract Price Adjustment: Until at least one Project in a Statewide Pricing Queue accepts the Contract Price, a Contract Price adjustment may occur in a subsequent Period for that Statewide Pricing Category only if at the beginning of the prior Period there are at least three (3) eligible Projects from three (3) different Applicants (including Applicant’s Affiliates) with BioMAT Queue Numbers for the applicable Statewide Pricing Queue, in which case the Contract Price for that Statewide Pricing Category may increase or decrease in the next Period based on the criteria described below in SectionsH.4.d and H.4.f of this Schedule. If an Applicant or its Affiliates have any ownership interest (based on the information provided by and attested to by the Applicant as described in Section E.2.d.3 of this Schedule) in a Project, the [INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 14

ELECTRIC SCHEDULE BIOMAT

BIOENERGY MARKET ADJUSTING TARIFF PROGAM
(Continued)
(Continued)
Advice Letter: [Insert CCA
Advice Letter #]
Decision: D.23-11-084
Issued by
[Insert name and title of individual at CCA
authorized to legally obligate it]
Submitted: January 29, 2024
(Revised 2-26-24)
Effective: March 18, 2024
Project will be attributed to the Applicant(s) for purposes of this provision. If there are fewer than three (3) eligible Projects from three (3) different Applicants in the applicable Statewide Pricing Queue at the beginning of any Period, then the Contract Price for that Statewide Pricing Category will remain the same in the next Period.
b. Market Depth for Subsequent Contract Price Adjustments: After at least one (1) Project in a Statewide Pricing Queue accepts the Contract Price, a Contract Price adjustment may occur in a subsequent Period for that Statewide Pricing Category only if at the beginning of the prior Period there are at least five (5) eligible Projects from five (5) different Applicants (including Applicant’s Affiliates) with BioMAT Queue Numbers for the applicable Statewide Pricing Queue, in which case the Contract Price for that Statewide Pricing Category may increase or decrease in the next Period based on the criteria described below in Sections H.4.d and H.4.f of this Schedule. If an Applicant or its Affiliates have any ownership interest (based on the information provided by and attested to by the Applicant as described in Section E.2.d.3 of this Schedule) in a Project, the Project will be attributed to the Applicant(s) for purposes of this provision. If there are fewer than five (5) eligible Projects from five (5) different Applicants in the applicable Statewide Pricing Queue at the beginning of any Period, then the Contract Price for that Statewide Pricing Category will remain the same in the next Period.
c. Category 2 Price Screen: Although there is one queue and capacity allocation for all Category 2 Projects, the Contract Prices for Category 2 (Dairy) and Category 2 (Other Agricultural) will adjust independently from each other as described herein according to Statewide Subscription from its respective Statewide Pricing Queues. d. Price Increase: If the Statewide Subscription Rate for a Period is less than 20% for that Statewide Pricing Category, the Contract Price for that Statewide Pricing Category for the next Period will be increased by the following amounts as long as the criteria in Section H.4.a or H.4.b of this Schedule, as applicable, are satisfied, in an uninterrupted series of increases:
(1) First increase in a series: +$4/MWh
(2) Second increase in a series: +$8/MWh
[INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 15

ELECTRIC SCHEDULE BIOMAT

5. Payment Allocation Factors: Contract Prices will be adjusted by the Payment Allocation Factors included in the BioMAT PPA in accordance with the terms of the BioMAT PPA.

The Payment Allocation Factors are based on time-of-delivery periods and whether the Project is an energy-only facility or has Full Capacity Deliverability Status. The BioMAT PPA provides further detail regarding monthly payment calculations and the Payment Allocation Factors.
[INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 16

ELECTRIC SCHEDULE BIOMAT

6. Price Review: The Director of the CPUC’s Energy Division (Energy Division) is required to initiate an investigation of the BioMAT program at any time when the Contract Price for a Statewide Pricing Category reaches or exceeds $197/MWh for two (2) consecutive Periods. Energy Division has the discretion to temporarily suspend the awarding of BioMAT PPAs for the relevant Statewide Pricing Category during its review period.

7. Category 3 Contract Price Suspension: The Contract Price for Category 3 will adjust pursuant to Section H of this Schedule however, pursuant to Section H.7 of this schedule and Energy Division’s letter from November 28, 2017 titled “Bioenergy Market Adjusting Tariff (BioMAT) Category 3 Temporary Partial Price Cap and Program Review”, the Contract Price for Category 3 is capped at $199.72/MWh for Projects that do not commit to the High Hazard Fuel Requirement.

I. SUBSCRIPTION

1. Within ten (10) business days after the first business day of each Period, Applicants must: (i) provide [CCA] with notice indicating whether or not the Applicant is willing to execute a BioMAT PPA based on the applicable Contract Price (accept the Contract Price or reject the Contract Price); and (ii) attest that the Applicant and the Project continue to satisfy the Eligibility Criteria. [CCA]’s website, information technology systems, or materials shall specify how Applicant shall provide written notice to [CCA].

2. Failure to provide [CCA] with written notice by 5:00 p.m. PT on the tenth business day after the first business day of a Period will be deemed to be notice that the Applicant rejects the Contract Price for that Period.

3. In accordance with CPUC D.23-11-084, CCA BioMAT programs in [IOU]’s service territory will be utilizing [IOU]’s Available Allocation for the Fuel Resource Category in each Period. [CCA] will review applications submitted to its BioMAT program and determine which applications meet the Eligibility Criteria. Once [IOU] or the CCA has deemed the applications complete in each of their respective BioMAT programs, the Third-Party Administrator will identify the applicant(s) next in line for PPA award based on price acceptance and BioMAT Queue Number order until the Available Allocation for the Fuel Resource Category is met or Deemed Fully Subscribed in each Period. [CCA] will provide written notice to Applicants that are awarded a BioMAT PPA, within ten (10) business days following the deadline for Applicants to accept or reject the Contract Price. If the next Project that has provided notice to [CCA] within [INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 17

ELECTRIC SCHEDULE BIOMAT

4. Upon notification of PPA award, [CCA] will review the PPR within twenty (20) business days and will notifv the Applicant of any deficiencies. The Applicant must cure the deficiencies and resubmit the PPR within ten (10) business days of notice from [CCA] of the deficiency. [CCA] will review the PPR within ten (10) business days of receipt of the resubmitted PPR. If no deficiencies remain, [CCA] will notify the Applicant. [CCA] will offer an executable PPA to the Applicant within twenty (20) business days of notice that no deficiencies remain.

5. Applicants who reject or accept the Contract Price but are not awarded a BioMAT PPA will retain their BioMAT Queue Number, except as otherwise specified in this Schedule.

6. Applicants that are awarded a BioMAT PPA for a Period must submit an executed BioMAT PPA to [CCA] within twenty (20) business days of receiving an executable BioMAT PPA from [CCA]. If the Applicant fails to return an executed BioMAT PPA to [CCA] within twenty (20) business days of receiving an executable BioMAT PPA from [CCA], the Applicant will be deemed to have rejected the BioMAT PPA and the Applicant’s BioMAT Queue Number will be revoked. The Contract Capacity associated with the Applicant’s Project will be allocated per SectionG.4 of this Schedule.

7. The Project may not have an existing PPA or other contract for energy and/or capacity deliveries to [CCA], or any other counterparty, from the same Project at the time of execution of the BioMAT PPA or, if allowed per the terms of the existing contract, the Seller must provide documentation demonstrating that the existing contract will be terminated on a date certain that is within the COD timing allowed in the BioMAT PPA prior to the execution of the BioMAT PPA. Notwithstanding the foregoing, to the extent [INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 18

ELECTRIC SCHEDULE BIOMAT

8. Within ten (10) business days of the execution of the BioMAT PPA by both the Applicant and [CCA], [CCA] shall provide on its website information regarding the executed BioMAT PPA as required by the CPUC.

J. BIOMAT PPA
The BioMAT PPA will be completed by [CCA] for execution by the Applicant and shall include the information submitted in the PPR, which includes, but is not limited to, the information listed below:

1. Seller Name: Must be a legal entity

2. Project Name

3. Facility Street Address (or nearest intersection) (or coordinates if no intersection or street address)

4. Type of Facility: Category 1, 2, or 3

5. Fuel Resource Category (including proportions if using multiple fuel sources within the selected Fuel Source Category)

6. Interconnection Queue Position

7. Interconnection Point

8. Service Voltage

9. Delivery Point

10. Expected COD: No later than thirty-six (36) months from execution date of the BioMAT PPA, or within thirty-six (36) months of the Interconnection Study Completion Date for Category 3 Projects that do not have an Active Interconnection Study at the time the BioMAT PPA is executed, as described in Section D.6(b). [INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 19

ELECTRIC SCHEDULE BIOMAT

11. Contract Capacity

12. Nameplate Capacity

13. Delivery Term: 10, 15, or 20 years

14. Transaction: Full Buy/Sell or Excess Sale

15. Contract Quantity: Provide estimates in MWh/year, net of Station Use and Site Host Load for each year of the Delivery Term
K. METERING
Projects must be electrically independent and separately metered. Metering requirements are described in the BioMAT PPA.

L. SPECIAL CONDITIONS
The following special conditions apply to the BioMAT program:

1. COD Extension Policy: The COD for the BioMAT PPA may only be extended pursuant to the terms in the BioMAT PPA. The BioMAT PPA requires that the Project achieve its COD within thirty-six (36) months after the Execution Date of the BioMAT PPA or within thirty-six (36) months of the Interconnection Study for eligible Category 3 Projects, as described in Section D.6(b) of this Schedule, with the possibility of one six (6) month extension for Permitted Extensions as set forth in the BioMAT PPA.

2. Termination of Service: Unless terminated earlier pursuant to the BioMAT PPA, the BioMAT PPA automatically terminates immediately following the last day of the Delivery Term.

3. BioMAT Suspension: [CCA] may file a motion with the CPUC to suspend BioMAT when evidence of market manipulation or malfunction exists. The motion must be filed on the applicable CPUC service list. The motion shall identify the portion of the program suspended, the specific behavior and reasons for the suspension, and [CCA]’s proposal for resolving the problem. Any requested suspension will be implemented by [CCA] immediately upon filing and shall not be modified or changed unless directed by the CPUC. [INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 20

ELECTRIC SCHEDULE BIOMAT

1. The Project does not meet the requirements of PUC Section 399.20 or any applicable CPUC decision.

2. The transmission or distribution grid that would serve as the point of interconnection is inadequate.

3. The Project does not meet all applicable state and local laws and building standards, and interconnection requirements.

4. The aggregate of all electric generation facilities on a distribution circuit would adversely impact utility operation and load restoration efforts of [CCA]’s electric system.

5. The Project appears to be part of a larger overall installation by the same company or consortium in the same general location.

6. There exist any outstanding obligations owed to [CCA] by the Applicant under a previously executed BioMAT PPA or other agreement related to the sale of energy, capacity, renewable energy credits, or other related products, in each case, that relates to either any portion of the site or the interconnection queue position to be utilized by the Project seeking BioMAT program participation.

7. The Applicant does not otherwise meet the requirements of this Schedule.

Upon receipt of a notice of denial from [CCA], the Applicant may appeal the decision to the CPUC.

N. DEFINITIONS
Capitalized terms in this Schedule shall have the same meaning as the defined term in the BioMAT PPA , unless the term is otherwise defined in this Schedule. [INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 21

ELECTRIC SCHEDULE BIOMAT

1. Available Allocation: The allocation of available Program Capacity in the IOU’s territory for which CCA operates for each Fuel Resource Category in each Period as described in Section G.2 of this Schedule.

2. Emergency Proclamation: The Proclamation of a State of Emergency issued by Governor Edmund G. Brown, Jr. on October 30, 2015 to address the impacts of extensive tree mortality due to the extended drought in California and resulting epidemic infestation of mountain forests by bark beetles.

3. Fuel Resource Categories: The following categories and subcategories defined according to the bioenergy feedstock utilized at the Facility:
i. Category 1: Biogas, including digester gas and any gas derived from a biomass feedstock eligible under the California RPS that is derived from one or more of the following sources:

1. Biogas that is derived from a wastewater treatment facility that is (1) owned by a state, local, or federal agency and used in the treatment or reclamation of sewage or industrial wastes; (2) privately owned and used in the treatment or reclamation of sewage or industrial wastes, and regulated by the CPUC pursuant to Sections 216 and 230.6 of, and Chapter 4 (commencing with Section 701) of Part 1 of Division 1 of, the PUC; or (3) privately owned and used primarily in the treatment or reclamation of sewage for which the state board or a regional board has issued waste discharge requirements (“wastewater treatment”).

2. Biogas that is derived from a diversion of organic solid wastes, in accordance with all applicable federal, state and local requirements, from disposal at solid waste landfills or transformation facilities; and (1) where the organic solid wastes originated from living organisms and their metabolic waste products which contain naturally produced organic compounds, and which are biologically decomposable by microbial and fungal action into the constituent compounds of water, carbon dioxide, and other simpler organic compounds; and (2) where the organic solid wastes were generated by residential, commercial, and industrial sources, or were [INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 22

ELECTRIC SCHEDULE BIOMAT

3. Biogas that is derived from waste, residue or by-products of food processing or manufacturing facilities, consistent with activities described as “food manufacturing” in Title 311 of the North American Industry Classification System (NAICS). Food
processing and manufacturing includes, but is not limited to canning, cooking, roasting, chopping, slicing, cutting, peeling, juicing, milling, fermenting or other processing or manufacturing that changes the form of raw agricultural ingredients into food, or of food into other forms (“food processing”).

4. Biogas that is derived from the anaerobic digestion of multiple biodegradable substrates or feedstocks, including but not limited to biosolids, wastewater, animal waste, food scraps, fats, oils, and grease (FOG) or any other suitable organic material (“codigestion”). ii. Category 2:

1. Dairy: Biogas derived solely from the anaerobic digestion of dairy waste.

2. Other Agriculture: Biogas or biomass derived from a facility that utilizes the waste, residue or by-products of growing crops, raising livestock or growing horticultural products, consistent with activities described as “crop production” and “animal production” in Titles 111 and 112 of the North American Industry Classification System (NAICS). Agricultural wastes include, but are not limited to, agricultural crop residues; fruits and vegetables; orchard and vineyard removal; and crop tree and vineyard prunings.

Agricultural waste also includes waste, residues and by-products from agricultural drying, hulling, shelling and ginning operations as well as fresh fruit and vegetable packing operations.
[INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 23

ELECTRIC SCHEDULE BIOMAT

1. Biomass feedstock from fuel reduction activities identified in a fire plan approved by the California Department of Forestry and Fire Protection (CAL FIRE) or other appropriate state, local or federal agency and categorical exclusions on federal lands approved under 36 C.F.R. 220.6(e)(6)ii and (12) thru (14) (“fire threat reduction”).

2. Biomass feedstock from fuel reduction activities conducted to comply with Public Resources Code Sections 4290 and 4291. This would include biomass feedstocks from timber operations conducted in conformance with 14 CCR 1038(c) (150' Fuel Reduction Exemption) as well as projects that fall under 14 CCR 1052.4 (Emergency for Fuel Hazard Reduction), 14 CCR 1051.3- 1051.7 (Modified THP [timber harvest plan] for Fuel Hazard Reduction), and 14 CCR 1038(i) (Forest Fire Prevention
Exemption), and categorical exclusions on federal lands approved under 36 CFR 220.6(e)(6)ii and (12)-(14) (“fire safe clearance activities”).

3. Biomass feedstock from (1) fuel reduction activities undertaken by or on behalf of a utility or local, state or federal agency for the purposes of protecting infrastructure, including but not limited to:
power lines, poles, towers, substations, switch yards, material storage areas, construction camps, roads, railways; or (2) all utility right-of-way fuel reduction activities undertaken for the purpose of protecting infrastructure, including water conveyance systems (canals, penstocks, flumes, tunnels etc.), gas lines, and telecommunication lines (“infrastructure clearance projects”).

4. Biogas or biomass that is the byproduct of other sustainable forest management practices not covered in any of Section N.3.iii1, 2, 3 or 5 of this Schedule, but which are considered “other sustainable forest management” fuel resources as indicated in a fully completed, executed and certified “Category 3 Other Sustainable Forest Management Eligibility Form” in the form of Appendix A to the [INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 24

ELECTRIC SCHEDULE BIOMAT

5. High Hazard Fuel.

4. CCA: Refers to a Community Choice Aggregator that elects to participate in the BioMAT program, that adopts CPUC standard CCA BioMAT program documentation as required by D.23-11-084 and approved by the CPUC, and that offers the BioMAT program using its own BioMAT Tariffs and website.

5. Distribution Line: For the purposes of this Schedule and the BioMAT PPA, a distribution line is a non-CAISO controlled electric circuit within [IOU]’s electric service territory, regardless of line voltage.

6. Existing [IOU] Transmission Line: For the purposes of this Schedule and the BioMAT PPA, an existing transmission line must be a [IOU] owned network circuit with a line voltage of 60 kV – 500 kV, controlled by the CAISO, and must have been built and operational as of the submittal date of an applicant’s PPR.

7. High Hazard Fuel: Forest biomass sourced from within the geographic boundary of High Hazard Zones.

8. High Hazard Fuel Requirement: Has the meaning set forth in Section 4.4.2 of the BioMAT PPA.

9. High Hazard Zones: For the purposes of this Schedule, areas designated as Tier 1 or Tier 2 high hazard zones for wildfire and falling trees by the California Department of Forestry and Fire Protection, the California Natural Resources Agency, the California Department of Transportation, the California Energy Commission, or other designated agency as reflected in the Tree Mortality Viewer on the Cal Fire website (http:efis.fire.ca.gov/TreeMortalityViewer/).

10. IOU: Refers to each of the large investor-owned electric utilities in California: Pacific Gas and Electric Company, Southern California Edison Company, or San Diego Gas and Electric Company, and together they are the “IOUs.”
[INSERT CCA NAME]
[INSERT CCA ADDRESS]
Cal P.U.C. Sheet No. 25

ELECTRIC SCHEDULE BIOMAT

11. Statewide Available Allocation: For determining Statewide Subscription Rate under this Schedule only, Statewide Available Allocation for each Statewide Pricing Category is defined as the cumulative total of each IOU’s Available Allocation for the applicable Period, except that the Statewide Available Allocation for Category 2 (Dairy) and Category 2 (Other Agriculture) are each defined as one-half of the cumulative total of each IOU’s Available Allocation for Category 2 for the applicable Period.

12. Statewide Pricing Category: Has the meaning set forth in Section H.1 of this Schedule.

13. Statewide Pricing Queue: The cumulative queue in each IOU service territory by Statewide Pricing Category.

14. Statewide Subscription: For the purposes of this Schedule, Statewide Subscription is defined as the total Contract Capacity of Projects for which Applicants accept the Contract Price in a Period for each applicable Statewide Pricing Queue.

15. Statewide Subscription Rate: For the purpose of this Schedule, the percentage as calculated in a given Period equal to the Statewide Subscription for the Statewide Pricing Category divided by the lesser of (i) the Statewide Available Allocation for that Statewide Pricing Category, or (ii) the total capacity in the Statewide Pricing Queue for that Statewide Pricing Category.

16. Third Party Administrator: For the purposes of this Schedule, an independent third party contracted by the IOUs and CCAs to manage BioMAT program pricing and BioMAT subscription management and other necessary related program responsibilities needed to independently administer the BioMAT program queue central to the pricing and allocation mechanisms as required by D.23-11-084.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
[This contract has been approved by the California Public Utilities Commission in a letter dated April 29, 204.

Modification of the terms and conditions of this contract will result in the need to obtain additional Commission approval of the contract.]
[The contract approved by _______________includes terms and conditions that “may not be modified” pursuant to prior Commission decisions, including Decision 07-11-025, Decision 08-08- 028 and Decision 10- 03-021, as modified by Decision 11-01-025, and Decision 23-11-084, and these terms and conditions are shown in shaded text.]

AMENDED BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

BETWEEN
[CCA]
AND
[Name of Seller]

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

TABLE OF CONTENTS
PAGE
COVER SHEET.............................................................................................................................................................4 PREAMBLE ............................................................................................................................................................... 12 GENERAL TERMS AND CONDITIONS ................................................................................................................. 12

1. COMMERCIAL OPERATION DATE .................................................................................................................. 12

2. CONTRACT CAPACITY AND QUANTITY; TERM; CONTRACT PRICE; BILLING..................................... 13

3. BIOMETHANE TRANSACTIONS; RESOURCE ADEQUACY BENEFITS; ERR REQUIREMENTS; QUALIFYING FACILITY STATUS ......................................................................................................................... 19

4. REPRESENTATION AND WARRANTIES; COVENANTS ............................................................................... 23

5. GENERAL CONDITIONS .................................................................................................................................... 28

6. INDEMNITY.......................................................................................................................................................... 35

7. LIMITATION OF DAMAGES .............................................................................................................................. 36

8. NOTICES ............................................................................................................................................................... 36

9. INSURANCE ......................................................................................................................................................... 37

10. FORCE MAJEURE.............................................................................................................................................. 39

11. GUARANTEED ENERGY PRODUCTION ....................................................................................................... 39

12. CREDIT AND COLLATERAL REQUIREMENTS............................................................................................ 40

13. EVENTS OF DEFAULT AND TERMINATION................................................................................................ 42

14. SCHEDULING COORDINATOR; FORECASTING PENALTIES; CAISO CHARGES; GOVERNMENTAL CHARGES.................................................................................................................................................................. 48

15. RELEASE OF INFORMATION AND RECORDING CONVERSATION......................................................... 49

16. ASSIGNMENT .................................................................................................................................................... 49

17. GOVERNING LAW ............................................................................................................................................ 50

18. DISPUTE RESOLUTION.................................................................................................................................... 50

19. MISCELLANEOUS............................................................................................................................................. 52

APPENDICES
APPENDIX A – DEFINITIONS................................................................................................................................. 54 APPENDIX B – COMMERCIAL OPERATION DATE CONFIRMATION LETTER............................................. 69 APPENDIX C – TIME OF DELIVERY PERIODS AND PAYMENT ALLOCATION FACTORS......................... 70 APPENDIX D – FORECASTING AND OUTAGE NOTIFICATION REQUIREMENTS ....................................... 71 APPENDIX E – TELEMETRY REQUIREMENTS................................................................................................... 75 APPENDIX F – GUARANTEED ENERGY PRODUCTION DAMAGES............................................................... 76 APPENDIX G – FORM OF LETTER OF CREDIT................................................................................................... 77 APPENDIX H – FORM OF GENERAL CONSENT TO ASSIGNMENT................................................................. 81 APPENDIX I – FORM OF FINANCING CONSENT TO ASSIGNMENT............................................................... 87

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX J – PROCEDURE FOR DEMONSTRATION OF CONTRACT CAPACITY [FOR ALL FACILITIES EXCEPT FOR FACILITIES WITH A NAMEPLATE CAPACITY GREATER THAN THREE MEGAWATTS] .................................................................................................................................................................................... 94 APPENDIX J – PROCEDURE FOR DEMONSTRATION OF CONTRACT CAPACITY AND NAMEPLATE CAPACITY [ONLY FOR FACILITIES WITH A NAMEPLATE CAPACITY GREATER THAN THREE MEGAWATTS].......................................................................................................................................................... 95 APPENDIX K-1 – QF EFFICIENCY MONITORING PROGRAM – COGENERATION DATA REPORTING FORM......................................................................................................................................................................... 97 APPENDIX K-2 – FUEL USE STANDARDS – SMALL POWER PRODUCER DATA REPORTING FORM 98 APPENDIX K-3 – FUEL USE STANDARDS – MULTI-FUEL MONTHLY DATA REPORTING FORM............ 99 APPENDIX L – FORM OF FUEL ATTESTATION [FOR ALL PROJECTS EXCEPT THOSE WITH HHZ REQUIREMENT].................................................................................................................................................... 101 APPENDIX L – FORM OF FUEL ATTESTATION [ONLY FOR PROJECTS WITH HHZ REQUIREMENT] 103
APPENDIX M – FUEL RESOURCE FAILURE CURE REQUIREMENTS........................................................... 107 APPENDIX N – FORM LOW-VOLTAGE SIDE METERING ATTESTATION [ONLY FOR PROJECTS UTILIZING LOW-VOLTAGE SIDE METERING ............................................................................................... 108

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

COVER SHEET
[CCA] [a Community Choice Aggregator formed [describe CCA] (“Buyer” or “[CCA]”), and (“Seller”), a [Seller’s form of business entity and state of organization], hereby enter into this Power Purchase Agreement (“Agreement”) made and effective as of the Execution Date. Seller and Buyer are sometimes referred to in this Agreement jointly as “Parties” or individually as “Party.” In consideration of the mutual promises and obligations stated in this Agreement and its appendices, the Parties agree as follows:

A. Fuel Resource Category and Transaction Type
(i) Project’s Fuel Resource Category (please indicate whether any of the Project’s Fuel Resource Category fuel will be Eligible Directed Biogas):
(ii) Seller elects the following transaction type pursuant to Section 2.3 of the Agreement:
[Choose one]
□ Full Buy/Sell
□ Excess Sale
(iii) Seller elects the following Delivery Term pursuant to Section 2.5 of the Agreement:
[Choose one]
□ ten (10) Contract Years
□ fifteen (15) Contract Years
□ twenty (20) Contract Years
B. Facility and Site Description
(i) Facility name:
(ii) Facility physical address (or nearest intersection and direction):
(iii) Latitude and longitude of the centroid of the Site:
(iv) Parcel numbers that are part of the Site:
(v) Existing land use:
(vi) Interconnection Point (and Service Voltage):
(vii) Delivery Point (the point of interconnection with the CAISO grid):
(viii) Contract Capacity (in MW):
(ix) Nameplate Capacity (in MW):
(x) The Project is committed to, and shall satisfy, the High Hazard Fuel Requirement throughout the Delivery Term:
□ Yes

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
□ No
(xi) Fuel Use Description (brief explanation of any Fuel Use from Fuel Resource Categories per the Fuel Resource Requirements), including whether any such fuel will be Eligible Directed Biogas:
(xii) The Project will use fuel for Station Use that is not from a Fuel Resource Category:
□ Yes
□ No
(xiii) Facility type:
□ “small power production facility,” as described in 18 CFR §292.203(a), 292.203(c) and 292.204
□ “topping-cycle cogeneration facility,” as defined in 18 CFR §292.202(d) □ “bottoming-cycle cogeneration facility,” as defined in 18 CFR §292.202(e) (xiv) The date on which the Commercial Operation Date of the Project is expected under this Agreement (must be no later than the Guaranteed Commercial Operation Date):
(xv) The Project is an:
□ existing Project
□ new Project
(xvi) The Project utilizes:
□ High-voltage Side Metering
□ Low-voltage Side Metering
Pursuant to Section 5.2.1., a Project that utilizes Low-voltage Side Metering shall not share a transformer with any other generator or load.
(xvii) The Interconnection Queue Position number is: [#] [For Category 3 Projects that do not have an Active Interconnection Study prior to the Execution Date: the number provided to the Project upon submission of a new Interconnection Study application pursuant to Section 4.3.14] (xviii) Table of major components with technical descriptions:

Biogas
Equipment Description
Digester Lagoon Size (gallons or acres)
Engine Number, type, manufacturer, model
Generators Type, manufacturer, capacity
Transformer Capacity, voltage levels
(other)

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
Biomass
Equipment Description
Boiler Type, manufacturer, model, capacity
Turbine Type, manufacturer, model, capacity
Generator Type, manufacturer, capacity
Transformer Capacity, voltage levels
(other)
(xix) [Insert Facility or Equipment Layout Drawing] (may overlay Site Map) illustrating the general layout of the facility:
□ A clearly labeled perimeter of the Project Site (i.e. site control boundary). □ The relative positions of the project’s major components. □ The voltage related to interconnection and the point of the interconnection. (xx) Legal description of the site (including APNs) and [Insert Site Map] (may overlay with Facility Drawing), illustrating the following:
□ A clearly labeled perimeter of the Project Site (i.e. site control boundary). □ A parcel map including an outline of the Project Site. □ Clearly labeled nearby roads, including the nearest intersection. □ If the primary site map is too close to display the nearest intersection, a supplementary map at a larger scale so that nearby roads and landmarks can be seen. (xxi) [Insert Single Line Diagram] illustrating internal equipment and connections as well as the components for interconnection of the Facility to IOU’s electric system via Distribution Line or Existing IOU Transmission Line. At minimum, please include information for the following components:
□ Name and address of the facility.
□ Electrical system components, cabling and connections with associated labeling (voltage levels, overhead or underground, etc.).
□ Generators and/or inverters (including capacity and voltage designations). □ Transformers – for generation system and/or interconnection and station power (A station service transformer is for the generating facility’s station use and must be on the project’s side of the meter).
□ Metering (e.g., CAISO revenue meters and/or Utility meters). □ Fuses and Breaker.
□ Disconnects and/or switches.
□ All other switchgear.
(xxii) [For cogeneration Facilities]:
□ Forecast of useful thermal energy output (MMBtu/month).

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
□ Dedicated Use(s) of the Facility’s Useful Thermal Energy Output.

C. Contract Price
The price for Delivered Energy (the “Contract Price”) is [Dollar amount in words] dollars ($ [Number]) per MWh. [Contract Price determined by BioMAT Tariff pricing methodology.]
D. Delivery Term Contract Quantity Schedule
Contract Year Contract Quantity
(MWh/year)
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
E. Collateral Requirement
[The Collateral Requirement is equal to twenty thousand dollars ($20,000.00) for each megawatt of the Contract Capacity for a total of [Dollar amount in words] ($ .00).] [For all Projects except Projects with a High Hazard Fuel Requirement]
OR
[The Collateral Requirement is equal to the greater of (i) an amount equal to (a) the Contract Price minus $199.72/MWh, multiplied by (b) 1.5, multiplied by (c) the highest annual Contract Quantity(MWh/yr) committed in the Delivery Term Contract Quantity Schedule set forth in the Cover Sheet Section D, for a total of [Dollar amount in words] ($ .00)]; or (ii) twenty thousand dollars ($20,000) for each megawatt of the Contract Capacity for a total of [Dollar amount in words] ($ .00).] [For all Projects with a High Hazard Fuel Requirement] F. Curtailment Orders
Operational characteristics of the Project for Curtailment Orders pursuant to Section 5.8(c) are listed below. Buyer, as Scheduling Coordinator, may request that CAISO modify the Master File

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
for the Project to reflect the findings of a CAISO audit of the Project. In addition, Seller agrees to coordinate with Buyer or Third-Party SC, as applicable, to ensure all information provided to the CAISO regarding the operational and technical constraints in the Master File for the Project are accurate and are based on the true physical characteristics of the resource. (i) Minimum operating capacity: MW
(ii) Ramp Rate: MW/Minute
(iii) Maximum number of Curtailment Orders per calendar day (if any such operational limitations exist):
(iv) Maximum number of Start-ups per calendar day (if any such operational limitations exist):
(v) Advance notification required for a Curtailment Order: Minutes Other Requirements:
• Start-Up Time (if applicable): Minutes
• Minimum Run Time after Start-Up (if applicable): Minutes • Minimum Down Time after Shut-Down (if applicable): Minutes • Other-Specify:

Note: Sellers should enter the maximum flexibility the Project can offer given the operational constraints of the technology.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
G. Seller Milestone Schedule
No. Date Milestones
1 Submits interconnection application. [For Category 3 Projects that do not have an Active Interconnection Study prior to the Execution Date: The anticipated date for submitting a new Interconnection Study application].
2 Files any land applications.
3 Files construction permit application(s).
4 Files a CEC Pre-Certification application.
5 Files material permit applications.
6 Receives a completed IOU Initial or Supplemental Review, System Impact Study or Phase I Interconnection Study, or a CAISO Cluster Study, Independent Study or Fast Track Study. 7 Obtains control of all lands and rights-of-way comprising the Site. 8 Receives a completed interconnection IOU Facility Study or Phase II Interconnection Study (if applicable).
9 Executes an interconnection agreement and transmission/distribution service agreement, as applicable.
10 Receives FERC acceptance of interconnection and transmission agreements. 11 Receives construction permit.
12 Receives material permits.
13 Receives CEC Pre-Certification.
14 Receives FERC docket number assigned to Seller’s filing of FERC Form 556. 15 Executes an Engineering, Procurement and Construction (“EPC”) contract. 16 Procures the [applicable electrical
generating equipment] for the Facility.
17 Completes financing, including construction financing. 18 Begins construction of the Facility.
19 Begins startup activities.
20 Initial Synchronization Date.
21 Demonstrates the Contract Capacity [and the Nameplate Capacity]. [Bracketed language only for Facilities with a Nameplate Capacity greater than three megawatts] 22 Commercial Operation Date.
23 Receives Final CEC Certification.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
H. Notices List
Name: [Seller’s Name], a [include place of Name: [CCA], a formation and business type] (“Seller”) [describe CCA] (“Buyer” or “[CCA]”) All Notices: [Seller to complete] All Notices: [CCA to complete] Delivery Address: Delivery Address:

Street:

City: State: Zip:

Mail Address: (if different from above) Mail Address:

Attn: Attn:

Phone: Phone:

Email: Email:

Invoices: Invoices:

Attn: Attn: \
\
Phone: Phone: \
Email: Email: \
Scheduling: Scheduling:

Attn: Attn: \
Phone: Phone: \
Email: Email: \
Payments: Payments:

Attn: Attn: \
\
Phone: Phone: \
Email: Email: \
Credit and Collections: Credit and Collections:

Attn: Attn: \
Phone:

Facsimile: \
Email: Email: \
With additional Notices of an Event of Contract Manager:

Default to Contract Manager:

Attn: Attn: \
\
Phone: Phone: \
Email: Email: \

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
\

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

PREAMBLE
This Agreement, together with the Cover Sheet and the Appendices attached hereto, is made and entered into between [CCA] and Seller as of the Execution Date. This Agreement governs Buyer’s purchase of the Product from the electrical generating facility (hereinafter referred to as the “Facility” or “Project”) as described in the Cover Sheet. Buyer and Seller hereby agree to the following:

GENERAL TERMS AND CONDITIONS

1. COMMERCIAL OPERATION DATE

1.1. Expected Commercial Operation Date; Guaranteed Commercial Operation Date.

1.1.1. If not already capable of delivering Product on the Execution Date, the Facility’s expected Commercial Operation Date is the date specified in the Cover Sheet, which may, subject to the terms of the Agreement, be modified by Seller from time to time after the Execution Date. Seller shall provide Notice to Buyer of the latest expected Commercial Operation Date of the Facility no later than sixty (60) days before such date.

1.1.2. Seller shall have demonstrated Commercial Operation by the “Guaranteed Commercial Operation Date,” which date shall be no later than the date that is thirty-six (36) months after the [Execution Date] [For Category 3 Projects that do not have an Active Interconnection Study prior to the Execution Date: Interconnection Study Completion Date]; provided that the Guaranteed Commercial Operation Date may be extended to no later than the date that is forty-two (42) months after the [Execution Date] [For Category 3 Projects that do not have an Active Interconnection Study prior to the Execution Date: Interconnection Study Completion Date] for the following reasons (“Permitted Extensions”):

Subject to Section 1.1.4, if Seller has taken all commercially reasonable actions (including but not limited to Seller’s timely filing of required documents and payment of all applicable fees) to obtain permits necessary for the construction and operation of the Project, but is unable to obtain such permits due to delays beyond Seller’s reasonable control (“Permitting Delay”), then the Guaranteed Commercial Operation Date shall be extended six (6) months;
Subject to Section 1.1.4, if Seller has taken all commercially reasonable actions (including but not limited to Seller’s timely filing of required documents and payment of all applicable fees, and completion of all Electric System Upgrades needed, if any) to have the Project physically interconnected to the Transmission/Distribution Owner’s electric system via Distribution Line or Existing Transmission/Distribution Owner Line, but fails to secure any necessary commitments from CAISO or the Transmission/Distribution Owner for such interconnection and upgrades due to delays beyond Seller’s reasonable control (“Transmission Delay”), then the Guaranteed Commercial Operation Date shall be extended six (6) months;
In the event of Force Majeure without regard to Transmission Delay or Permitting Delay (“Force Majeure Delay”), the Guaranteed Commercial Operation Date shall be extended on a day-to-day basis for a cumulative period of not more than six (6) months; provided that Seller complies with Section 10; or
If Seller pays to Buyer damages in an amount equal to two percent (2%) of the Collateral Requirement per day for each day (or portion thereof) the Guaranteed

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
Commercial Operation Date is extended (“Daily Delay Liquidated Damages”), then the Guaranteed Commercial Operation Date shall be extended on a day-to-day basis corresponding to the number of days for which Seller has paid Daily Delay Liquidated Damages for a cumulative period of not more than six (6) months. Daily Delay Liquidated Damages payments applicable to days included in any Guaranteed Commercial Operation Date extension are nonrefundable and are in addition to, and not a part of, the Collateral Requirement; provided that Seller will be entitled to a refund (without interest) of any estimated Daily Delay Liquidated Damages payments paid by Seller to Buyer which exceed the amount required to cover the number of days by which the Guaranteed Commercial Operation Date was actually extended.

1.1.3. All Permitted Extensions taken shall be concurrent, rather than cumulative, during any overlapping days.

1.1.4. Upon request from Buyer, Seller shall provide documentation demonstrating to Buyer’s reasonable satisfaction that the Permitted Extensions described in Section 1.1.2.1 or

1.1.2.2 (as applicable), did not result from Seller’s action or failure to take action as described in Section 1.1.2.1 or 1.1.2.2 (as applicable).

1.2. Notice of Permitted Extension.

1.2.1. In order to request a Permitting Delay or Transmission Delay (individually and collectively, “Delay”), Seller shall provide Buyer with Notice of the requested Delay by the earlier of (a) the date that is thirty-four (34) months after the [Execution Date] [For Category 3 Projects that do not have an Active Interconnection Study prior to the Execution Date: Interconnection Study Completion Date] and (b) within three (3) Business Days of the date that Seller becomes aware of, or reasonably should have become aware of, the circumstances giving rise for the applicable Delay, which Notice must clearly identify the Delay being requested and include information necessary for Buyer to verify the qualification of the Delay, including any information requested pursuant to Section 1.1.4 Buyer shall use reasonable discretion to grant or deny the requested extension, and shall provide Seller Notice of its decision within ten (10) Business Days of Notice from Seller.

1.2.2. In the case of a Force Majeure Delay, Seller shall provide Notice as specified in Section 10.2.

1.2.3. In the case of an extension of the Guaranteed Commercial Operation Date by the payment of Daily Delay Liquidated Damages, Seller must, at the earliest possible time, but no later than five (5) Business Days before the commencement of the proposed Guaranteed Commercial Operation Date extension, provide Buyer with Notice of its election to extend the Guaranteed Commercial Operation Date along with Seller’s estimate of the duration of the extension and its payment of Daily Delay Liquidated Damages for the full estimated Guaranteed Commercial Operation Date extension period.

1.2.4. Notwithstanding anything to the contrary herein, Seller shall provide Notice to Buyer of the latest expected Commercial Operation Date of the Facility no later than sixty (60) days before the Commercial Operation Date.

2. CONTRACT CAPACITY AND QUANTITY; TERM; CONTRACT PRICE; BILLING

2.1. Contract Capacity and Nameplate Capacity. The Contract Capacity is specified in the Cover Sheet.

The Contract Capacity shall not exceed 3,000 kW. The Contract Capacity is subject to

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
adjustment based on the Demonstrated Contract Capacity. The Nameplate Capacity is specified in the Cover Sheet. The Nameplate Capacity shall not exceed 5,000 kW.

2.2. Contract Quantity. The “Contract Quantity” during each Contract Year is the amount set forth for the applicable Contract Year in the “Delivery Term Contract Quantity Schedule”, set forth in the Cover Sheet, which amount is net of Station Use, and, for Excess Sale arrangements, Site Host Load.

2.2.1. One-Time and Annual Option to Decrease Contract Quantity. Seller shall have the option to decrease the Contract Quantity for any or all future Contract Years as provided herein: (a) one (1) time during the Delivery Term if the Contract Capacity is adjusted based on the Demonstrated Contract Capacity by providing Notice to Buyer of such decrease within ten (10) Business Days of Buyer’s Notice of such adjustment to the Contract Capacity or the date of the Engineer Report, as applicable; and (b) one (1) time each Contract Year by providing Notice to the Buyer of such decrease at least ninety (90) days prior to the start of the Contract Year for which the decrease applies. The adjusted amount shall thereafter be deemed to be the “Contract Quantity” for the applicable Contract Year(s) in the Delivery Term Contract Quantity Schedule.

2.2.2. One-Time Option to Increase Contract Quantity. Seller shall have a one (1) time option to be exercised only during either Contract Year 1 or Contract Year 2 of the Delivery Term to increase the Contract Quantity for any or all future Contract Years by providing Notice to Buyer of such increase at least ninety (90) days prior to the start of the Contract Year for which the increase applies. The adjusted amount shall thereafter be deemed to be the “Contract Quantity” for the applicable Contract Year(s) in the Delivery Term Contract Quantity Schedule.

Such Seller Notices with respect to the decrease or increase in the Contract Quantity pursuant to Section

2.2.1 or 2.2.2 shall contain an updated Delivery Term Contract Quantity Schedule and confirmation that Seller shall take action to update its forecasting Schedules pursuant to Appendix D.

2.3. Transaction. During the Delivery Term, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase, the Product from the Facility at the Delivery Point, pursuant to Seller’s election in the Cover Sheet of a Full Buy/Sell or Excess Sale arrangement as described in paragraphs 2.3.1 and 2.3.2 below.:

2.3.1. Full Buy/Sell. If “Full Buy/Sell” is selected on the Cover Sheet, Seller agrees to sell to Buyer the Project’s gross output of Product, net of Station Use and transformer and transmission losses, at the Delivery Point. Seller shall purchase all Energy required to serve the Project’s Site Host Load, net of Station Use, from Buyer or applicable retail service provider pursuant to its applicable retail rate schedule. Seller agrees to convey to Buyer all attributes and benefits associated with or attributable to the Product sold to Buyer.

2.3.2. Excess Sale. If “Excess Sale” is selected on the Cover Sheet, Seller agrees to sell to Buyer the Project’s gross output of Product, net of Station Use, Site Host Load and transformer and transmission losses, at the Delivery Point. Seller agrees to convey to Buyer all attributes and benefits associated with or attributable to the Product sold to Buyer.

In no event shall Seller have the right to procure the Product from sources other than the Facility for sale or delivery to Buyer under this Agreement or substitute such Product.

Buyer shall have no obligation to receive or purchase the Product from Seller prior to the Commercial Operation Date or after the end of the Delivery Term.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

2.4. Term of Agreement; Survival of Rights and Obligations.

2.4.1. The term shall commence upon the Execution Date of this Agreement and shall remain in effect until the conclusion of the Delivery Term unless terminated sooner pursuant to Sections 10.4 or 13 of this Agreement (the “Term”).

2.4.2. Notwithstanding anything to the contrary in this Agreement, the rights and obligations that are intended to survive a termination of this Agreement are all of those rights and obligations that this Agreement expressly provides survive any such termination and those that arise from Seller’s or Buyer’s covenants, agreements, representations, and warranties applicable to, or to be performed, at or during any time before or as a result of the termination of this Agreement, including: (a) all obligations to pay in full amounts due, including under Sections 2.6, 11, 12.3, 13 and 14, (b) all obligations to post, maintain, return and release the Collateral Requirement under Section 12, (c) Seller’s obligations under Sections 3.1, 3.2, 3.3 and 5.11, (d) all rights and obligations under Sections

5.4, 6, 9.2.7, and 13.8.4, and any other indemnity rights, (e) the limitations on liability set forth in Section 7, (f) all rights and obligations under Section 15, (g) all rights and obligations under Section

13.8, (h) the governing law set forth in Section 17, and (i) the dispute resolution provisions set forth in Section 18.

2.5. Delivery Term. The Seller shall deliver the Product from the Facility to Buyer for the period of Contract Years specified in the Cover Sheet (“Delivery Term”), which shall commence on the Commercial Operation Date under this Agreement and continue until the end of the last Contract Year unless terminated by the terms of this Agreement. The Commercial Operation Date shall occur only when all of the following conditions precedent have been satisfied:

2.5.1. the Facility’s status as an Eligible Renewable Energy Resource is demonstrated by Seller’s receipt of pre-certification from the CEC;

2.5.2. if required pursuant to Section 3.7, the Facility’s status as a Qualifying Facility is demonstrated by Seller’s receipt of a docket number assigned to Seller’s filing of FERC Form 556;

2.5.3. as evidence of the Commercial Operation Date, the Parties shall execute and exchange the “Commercial Operation Date Confirmation Letter” attached as Appendix B;

2.5.4. Seller has provided to Buyer the Collateral Requirement specified in Section 12;

2.5.5. Seller has provided to Buyer all documents which demonstrate that Seller has satisfied all of the CAISO agreement, interconnection agreement, and metering requirements in Sections 5.1 and 5.2 and has enabled Buyer to schedule the Facility with the CAISO for the Facility’s full unrestricted output;

2.5.6. Seller has furnished to Buyer all insurance documents required under Section 9;

2.5.7. Seller has delivered to Buyer the first report required under Section 5.12.4;

2.5.8. Seller has satisfied all of the telemetry requirements required to be satisfied by the Commercial Operation Date under Section 5.10 and Appendix E;

2.5.9. the Demonstrated Contract Capacity has been determined in accordance with Appendix J;

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

2.5.10. [the Demonstrated Nameplate Capacity has been determined in accordance with Appendix J; ] [Only for Facilities with a Nameplate Capacity greater than three megawatts]

2.5.11. Seller has provided sixty (60) days Notice prior to the Commercial Operation Date as required under Section 1.1.1;

2.5.12. Seller has delivered to Buyer any currently operative filings at FERC, including any rulings, orders or other pleadings or papers filed by FERC, concerning the qualification of the Facility as a Qualifying Facility.

2.6. Contract Price.

2.6.1. The price for Delivered Energy (the “Contract Price”) is specified in the Cover Sheet.

2.6.2. [In no event shall Buyer be obligated to receive or pay for, in any hour, any Delivered Energy that exceeds one hundred ten percent (110%) of the Contract Capacity and the Contract Price for such Delivered Energy in excess of such one hundred ten percent (110%) of the Contract Capacity (“Surplus Delivered Energy”) shall be adjusted to be zero dollars ($0) per kWh.] [For all Facilities except those with a Nameplate Capacity greater than three megawatts] [In no event shall Buyer have any liability for, or be obligated to receive or pay for, in any hour, any Delivered Energy that exceeds the lesser of (a) one hundred ten percent (110%) of the Contract Capacity or (b) 3 MW (the “Payment Limit”). If during any Settlement Interval, Delivered Energy exceeds the Payment Limit for that Settlement Interval (“Surplus Delivered Energy”), then the Contract Price for any Surplus Delivered Energy in excess of the Payment Limit shall be adjusted to be zero dollars ($0) per kWh for that Settlement Interval, and if there is Negative LMP during such Settlement Interval, Seller shall pay to Buyer an amount equal to the absolute value of the Negative LMP times such Surplus Delivered Energy (“Negative LMP Costs”).] [Only for Facilities with a Nameplate Capacity greater than three megawatts]

2.6.3. In any Contract Year, if the amount of Delivered Energy and Paid Curtailed Product exceeds one hundred twenty percent (120%) of the annual Contract Quantity the Contract Price for such Delivered Energy in excess of such one hundred twenty percent (120%) shall be adjusted to be seventy-five percent (75%) of the applicable Contract Price.

2.7. Billing.

2.7.1. The amount of Product purchased by Buyer from Seller under this Agreement at the Delivery Point is determined by the meter specified in Section 5.2.1 or Check Meter, as applicable. Throughout the Delivery Term and subject to and in accordance with the terms of this Agreement, Buyer shall pay the Contract Price to Seller for the Product; provided that Buyer has no obligation to purchase from Seller any Product that is not or cannot be delivered to the Delivery Point as a result of any circumstance, including: (a) an outage of the Facility; (b) a Force Majeure under Section 10; or (c) a reduction or curtailment of deliveries in accordance with Sections 5.8.1(a) or (b). Buyer will not be obligated to pay Seller for any Product that Seller delivers in violation of Section 5.8, including any Product Seller delivers in excess of the amount specified in any Curtailment Order. [For Projects utilizing Eligible Directed Biogas] [Buyer will not be obligated to pay Seller for any Product generated or created with natural gas delivered by Seller

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
through a Common Carrier Pipeline that is not Eligible Directed Biogas. If Seller withdraws more natural gas from the Common Carrier Pipeline than Eligible Directed Biogas is injected to the Common Carrier Pipeline on Seller’s behalf, the excess will be considered natural gas.

If, for any month during the Delivery Term, the amount of natural gas withdrawn from the pipeline is greater than the amount of Eligible Directed Biogas injected to the Common Carrier Pipeline, the monthly payment will be decreased, as set forth in Section 2.7.3, as a Reduction for Nonuse of Fuel Resource Category Fuel. If, following receipt of the CEC Common Carrier Pipeline Report, Buyer determines that Buyer paid for Product generated or created with fuel not from a Fuel Resource Category, then the amount(s) paid by Buyer for such Product will be considered an overpayment to Seller and will be deducted by Buyer from Seller’s subsequent invoice(s) in accordance with Section 2.7.6. If Buyer determines that there has been such an overpayment to Seller (a) in Seller’s final invoice or (b) in an amount that exceeds the amount due in Seller’s final invoice, then such overpayment will be deducted by Buyer from the collateral posted by Seller.] [For Projects using fuel for Station Use that is not from a Fuel Resource Category] [Buyer will not be obligated to pay Seller for any Product generated or created with fuel that is not from a Fuel Resource Category. If, for any month during the Delivery Term, the Project utilizes fuel that is not from a Fuel Resource Category, the monthly payment will be decreased, as set forth in Section 2.7.3, as a Reduction for Nonuse of Fuel Resource Category Fuel. If, following receipt of the [Quarterly Fuel Attestation or] [For all Projects with a High Hazard Fuel Requirement] the Annual Fuel Attestation Report, Buyer determines that Buyer paid for Product generated or created with fuel not from a Fuel Resource Category, then the amount(s) paid by Buyer for such Product will be considered an overpayment to Seller and will be deducted by Buyer from Seller’s subsequent invoice(s) in accordance with Section

2.7.6. If Buyer determines that there has been such an overpayment to Seller (a) in Seller’s final invoice or (b) in an amount that exceeds the amount due in Seller’s final invoice, then such overpayment will be deducted by Buyer from the collateral posted by Seller.]

2.7.2. For the purpose of calculating monthly payments under this Agreement, the amount recorded by the meter specified in Section 5.2.1 or Check Meter, as applicable, will be time- differentiated according to the time period and season of the receipt of the Product by Buyer from Seller, as set forth in Appendix C, and the pricing will be weighted by the Payment Allocation Factors.

2.7.3. The monthly payment will equal the sum of the monthly TOD Period payments for all TOD Periods in the month, [minus (b) the Negative LMP Costs] [Only for Facilities with a Nameplate Capacity greater than three megawatts] (“Monthly TOD Payment”). Each Monthly TOD Payment will be calculated pursuant to the following formula, where “n” is the TOD Period being calculated:

TOD PERIODn PAYMENT = A × B × (C + D - E)
Where:

A = The then applicable Contract Price, in $/MWh.

B = The Payment Allocation Factor for the TOD Period being calculated.

C = The sum of Energy recorded by the meter specified in Section

5.2.1 or Check Meter, as applicable, in all hours for the TOD Period being calculated, in MWh.

D = Paid Curtailed Product

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
E = Any Energy produced by the Facility for which Buyer is not obligated to pay Seller as set forth in Section 2.7.1.
[For Projects utilizing Eligible Directed Biogas or For Projects using fuel for Station Use that is not from a Fuel Resource Category] [The monthly payment will equal the difference between (a) and (b) (calculated as (a) minus (b)), where (a) is the Monthly TOD Payment calculated using the equation shown above and (b) is the proportion of Energy generated for a month that can be attributed to Fuel Use that is not from a Fuel Resource Category against the total Energy Input for the month as set forth in Appendix K-3 (this item
(b) is hereby designated as the “Reduction for Nonuse of Fuel Resource Category Fuel” and is represented by the equation below). Each monthly Reduction for Nonuse of Fuel Resource Category Fuel shall be calculated as follows:

Reduction for Nonuse of Fuel Resource Category Fuel = Monthly TOD Payment x (F/G) Where:

F = Fuel Use for the month not from a Fuel Resource Category in MMBTUs as attested to in the Multi-Fuel Report.

G = Total Energy Input for the month in MMBTUs as attested to in the Multi-Fuel Report.]

2.7.4. On or before the last Business Day of the calendar month immediately following each calendar month of the Delivery Term, Seller shall determine the amount of Product received by Buyer pursuant to this Agreement for each monthly period and issue an invoice showing the calculation of the payment due. Seller shall also provide to Buyer: (a) records of metered data, including CAISO metering and transaction data sufficient to document and verify the generation of Product by the Facility for any CAISO settlement time interval during the preceding months; (b) access to any records, including invoices or settlement data from the CAISO; and (c) an invoice, in the format specified by Buyer. [The invoices for the calendar months of March, June, September, and December of each Calendar Year shall include the Quarterly Fuel Attestation. Failure to include the applicable Quarterly Fuel Attestation with the respective monthly invoice shall render the invoice incomplete and not payable by Buyer.] [For all Projects with a High Hazard Fuel Requirement]

2.7.5. Buyer shall make payment of each invoice, adjusted by any amounts owed by or to Seller under this Agreement, on or before the later of the last Business Day of the month in which Buyer receives an invoice from Seller, or the tenth (10th) Business Day after receipt of the invoice; provided that Buyer shall have the right, but is not obligated, to apply any amounts due to Buyer from Seller for any charges incurred under this Agreement, for past due bills for electric service or for Buyer services, towards any amount owed to Seller under this Agreement. In the event Buyer applies any amounts due to Buyer from Seller towards an invoice issued by Seller, Buyer shall provide an explanation of the amounts Buyer has applied towards Seller’s invoice.

2.7.6. In the event an invoice or portion thereof or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with Notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. In the event adjustments to payments are required as a result of inaccurate meter(s), Buyer shall determine the correct amount of Product received under this Agreement during any period of inaccuracy and recompute the amount due from Buyer to Seller for the Product delivered during the period of inaccuracy. The Parties agree to use

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
good faith efforts to resolve the dispute or identify the adjustment as soon as possible. Upon resolution of the dispute or calculation of the adjustment, any required payment shall be made within thirty (30) days of such resolution along with simple interest accrued at the Interest Rate from and including the due date, but excluding the date paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with simple interest accrued at the Interest Rate from and including the date of such overpayment, but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived unless the other Party is notified in accordance with this Section 2.7.6 within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made [,except for invoice disputes under Section 3.3 which are waived unless the other Party is notified in accordance with this Section 2.7.6 within twenty-four (24) months after the invoice is rendered or any specific adjustment to the invoice is made] [bracketed provision for Facilities (1) 0.5 MW or greater and (2) eligible for a CAISO revenue meter.]. If an invoice is not rendered by Seller within twelve (12) months after the close of the month during which performance occurred, the right to payment for such performance is waived.

2.7.7. Notwithstanding anything to the contrary in Section 2.7.5, Buyer may issue an invoice to Seller for any amount due under this Agreement. Unless explicitly stated otherwise, payment of such invoice shall be made within thirty (30) days of receipt of such invoice.

2.7.8. Unless otherwise agreed to in writing by the Parties, any payment due under this Agreement will be satisfied by issuance of a check, via Automated Clearing House transfer or via wire transfer.

Notwithstanding anything to the contrary set forth in this Agreement, neither Party is obligated to make payment on any invoice until the cumulative amount due exceeds fifty dollars ($50.00), except that both Parties shall pay all amounts due pursuant to this Agreement at least once per calendar year no later than thirty (30) days after the end of the calendar year.

2.7.9. All interest paid or payable under this Agreement shall be computed as simple interest using the Interest Rate and, unless specified otherwise in this Agreement, shall be paid concurrently with the payment or refund of the underlying amount on which such interest is payable.

2.8. Title and Risk of Loss. Title to and risk of loss related to the Product from the Facility shall transfer from Seller to Buyer from the Delivery Point. Seller warrants that it will deliver to Buyer the Product from the Facility free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person arising prior to the Delivery Point.

3. BIOMETHANE TRANSACTIONS; RESOURCE ADEQUACY BENEFITS; ERR REQUIREMENTS; QUALIFYING FACILITY STATUS

3.1. Biomethane Transactions

3.1.1. For all electric generation using Biomethane as fuel, Seller shall transfer to Buyer sufficient renewable and environmental attributes of Biomethane production and capture to ensure that there are zero (0) net emissions associated with the production of electricity from the generating facility using the Biomethane.

3.1.2. For all electric generation using Biomethane as fuel, neither Buyer nor Seller may make a marketing, regulatory, or retail claim that asserts that a procurement contract to which that entity was a party resulted, or will result, in greenhouse gas reductions related to the destruction of methane if the capture and destruction is required by Law. If the capture and

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
destruction of the Biomethane is not required by Law, neither Buyer nor Seller may make a marketing, regulatory, or retail claim that asserts that a procurement contract to which that entity was a party resulted, or will result, in greenhouse gas reductions related to the destruction of methane, unless the environmental attributes associated with the capture and destruction of the Biomethane pursuant to that contract are transferred to Buyer and retired on behalf of the retail customers consuming the electricity associated with the use of that Biomethane, or unless Seller's procurement contract with the source of Biomethane prohibits the source of Biomethane from separately marketing the environmental attributes associated with the capture and destruction of the Biomethane sold pursuant to that contract, and such attributes have been retired.

3.2. Conveyance of Product. Throughout the Delivery Term, Seller shall provide and convey the Product to Buyer in accordance with the terms of this Agreement, and Buyer shall have the exclusive right to the Product. Seller shall, at its own cost, take all actions and execute all documents or instruments that are reasonable and necessary to effectuate the use of the Renewable Energy Credits, Resource Adequacy Benefits, if any, and Capacity Attributes, if any, for Buyer’s benefit throughout the Delivery Term.

3.3. WREGIS. [WREGIS Requirements for Facilities (1) 0.5 MW or greater; and (2) eligible for a CAISO revenue meter] Seller shall, at its sole expense 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 Energy produced by the Facility are issued and tracked for purposes of satisfying the requirements of the California Renewables Portfolio Standard and transferred in a timely manner to Buyer for Buyer’s sole benefit. Seller shall comply with all Laws, including, without limitation, 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. Seller shall be deemed to have satisfied the warranty in Section 3.3.9; provided that Seller fulfills its obligations under Sections

3.3.1 through 3.3.7 below.

3.3.1. Within thirty (30) days of the Commercial Operation Date, Seller shall register the Project 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 Project 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.

3.3.2. 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 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.

3.3.3. Seller shall, at its sole expense, ensure that the WREGIS Certificates for a given calendar month correspond with the Delivered Energy for such calendar month as evidenced by the Project’s metered data.

3.3.4. Due to the ninety (90) day delay in the creation of WREGIS Certificates relative to the timing of invoice payment under Section 2.7, Buyer shall pay an invoice payment for a given month in accordance with Section 2.7 before the WREGIS Certificates for such month are

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
formally transferred to Buyer in accordance with the WREGIS Operating Rules and this Section 3.3.

Notwithstanding this delay, Buyer shall have all right and title to all such WREGIS Certificates upon payment to Seller in accordance with Section 2.7.

3.3.5. A “WREGIS Certificate Deficit” means any deficit or shortfall in WREGIS Certificates delivered to Buyer for a calendar month as compared to the Delivered Energy for the same calendar month (“Deficient Month”). If any WREGIS Certificate Deficit is caused, or the result of any action or inaction, by Seller, then the amount of Delivered Energy in the Deficient Month shall be reduced by the amount of the WREGIS Certificate Deficit for the purposes of calculating Buyer’s payment(s) to Seller under Section 2.7 and the Guaranteed Energy Production for the applicable Performance Measurement Period. Any amount owed by Seller to Buyer because of a WREGIS Certificate Deficit shall be made as an adjustment to Seller’s invoice to Buyer in accordance with Section 2.7, and Buyer shall net such amount against Buyer’s subsequent payment(s) to Seller.

3.3.6. Without limiting Seller’s obligations under this Section 3.3, if a WREGIS Certificate Deficit is caused solely by an error or omission of WREGIS, the Parties shall cooperate in good faith to cause WREGIS to correct its error or omission.

3.3.7. If WREGIS changes the WREGIS Operating Rules after the Execution Date or applies the WREGIS Operating Rules in a manner inconsistent with this Section 3.3 after the Execution Date, the Parties promptly shall modify this Section 3.3 as reasonably required to cause and enable Seller to transfer to Buyer’s WREGIS Account a quantity of WREGIS Certificates for each given calendar month that corresponds to the Delivered Energy in the same calendar month.

3.3.8. Buyer, at its sole discretion, shall have the right to direct Seller to cause and allow Buyer to be the “Qualified Reporting Entity” and “Account Holder” (as such terms are defined by WREGIS) for the Facility.

3.3.9. Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. [Standard term and condition that “may not be modified” pursuant to prior Commission decisions, including Decision 07-11- 025, Decision 08-08-028 and Decision 10-03-021, as modified by Decision 11-01-025]

3.3 WREGIS. [WREGIS Requirements for Facilities that are (1) less than 1 MW and (2) ineligible for a CAISO revenue meter.] With respect to WREGIS, Seller shall cause and allow Buyer to be the “Qualified Reporting Entity” and “Account Holder” (as such terms are defined by WREGIS) for the Facility within thirty (30) days after the Commercial Operation Date. [CCA] to use either this version of Section 3.3 or the longer version of 3.3, depending on the facility]

3.4. Resource Adequacy Benefits.

3.4.1. During the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all of the Contract Capacity, including Capacity Attributes, if any, from the Project to enable Buyer to meet its Resource Adequacy or successor program requirements, as the CPUC, CAISO or other regional entity may prescribe (“Resource Adequacy Requirements”).

3.4.2. If providing any Resource Adequacy, Seller shall comply with the Resource Adequacy requirements set forth in the CAISO Tariff, including Section 40 thereof, as may be changed from time to time.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

3.4.3. Notwithstanding Section 3.4.4, Seller shall have the option but not the obligation to obtain Full Capacity Deliverability Status for the Project. If the Project achieves Full Capacity Deliverability Status, Seller, at its option, may make a one-time, irrevocable election to utilize the full capacity deliverability payment allocation factors set forth in Appendix C by providing Notice to Buyer of such election within sixty (60) days of achieving Full Capacity Deliverability Status (the “Full Capacity Option Notice”), which election shall be effective as specified in the definition of “Payment Allocation Factors.” For avoidance of doubt, Interim Deliverability Status and Partial Capacity Deliverability Status do not qualify for Full Capacity Deliverability Status.

3.4.4. Seller shall cooperate in good faith with, and comply with unburdensome requests of, Buyer and the CAISO to enable Buyer and/or the CAISO to obtain Resource Adequacy and assign Capacity Attributes and Resource Adequacy Benefits to the Facility.

3.5. Eligible Renewable Resource. Seller shall take all actions necessary to achieve and maintain status as an Eligible Renewable Energy Resource or ERR. Within thirty (30) days after the Commercial Operation Date, Seller shall file an application or other appropriate request with the CEC for CEC Certification for the Facility. Seller shall expeditiously seek CEC Certification, including promptly responding to any requests for information from the requesting authority.

3.6. Compliance Expenditure Cap. If Seller establishes to Buyer’s reasonable satisfaction that a change in Laws occurring after the Execution Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Execution Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining and maintaining CEC Pre-Certification, CEC Certification or CEC Verification, then Seller’s required out-of-pocket expenses are limited to Twenty-Five Thousand dollars ($25,000.00) in the aggregate each year of the Term (“Compliance Expenditure Cap”) between the Execution Date and the last day of the Term.

3.6.1. Any actions required for Seller to comply with its obligations set forth in Section 3.6, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.”

3.6.2. If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall promptly provide Notice to Buyer and documentation to demonstrate the expenses incurred up to the Compliance Expenditure Cap and such anticipated out-of-pocket expenses.

3.6.3. Buyer will have ninety (90) days to evaluate such Notice and documentation (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (a) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (b) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Buyer has not agreed to reimburse Seller. Notwithstanding the foregoing, if Buyer, in its sole discretion, elects to seek CPUC approval before Buyer agrees to reimburse anticipated out-of-pocket expenses that exceed the Compliance Expenditure Cap or waive Seller’s obligation to take such Compliance Actions, Buyer may seek CPUC approval, during which time period Seller is not obligated to take any Compliance Actions described in the Notice.

3.6.4. 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.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

3.7. FERC Qualifying Facility Status. Seller shall take all actions, including making or supporting timely filings with the FERC necessary to obtain or maintain the Qualifying Facility status of the Facility throughout the Term; provided, however, that this obligation does not apply to the extent Seller is unable to maintain Qualifying Facility status using commercially reasonable efforts because of (a) a change in PURPA or in regulations of the FERC implementing PURPA occurring after the Execution Date, or (b) a change in Laws directly impacting the Qualifying Facility status of the Facility occurring after the Execution Date; and provided further that Seller shall not be obligated under this Section 3.7 to take any actions or make any filings to the extent that no action or filing is required by FERC to obtain, or maintain the Qualifying Facility status of the Facility.

4. REPRESENTATION AND WARRANTIES; COVENANTS

4.1. Representations and Warranties. On the Execution Date, each Party represents and warrants to the other Party that:

4.1.1. it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation;

4.1.2. the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, or any contracts to which it is a party;

4.1.3. this Agreement and each other document executed and delivered in accordance with this Agreement constitutes a legally valid and binding obligation enforceable against it in accordance with its terms;

4.1.4. it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt;

4.1.5. there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; and

4.1.6. it is a “forward contract merchant” within the meaning of Title 11 of the United States Code (as in effect as of the Execution Date of this Agreement).

4.2. General Covenants. Each Party covenants that throughout the Term of this Agreement:

4.2.1. it shall continue to be duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation;

4.2.2. it shall maintain (or obtain from time to time as required, including through renewal, as applicable) all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; and

4.2.3. it shall perform its obligations under this Agreement in a manner that does not violate any of the terms and conditions in its governing documents, or any contracts to which it is a party.

4.3. Seller’s Representations, Warranties and Covenants. In addition to the representations, warranties and covenants specified in Sections 4.1 and 4.2, Seller makes the following additional representations, warranties and covenants to Buyer, as of the Execution Date:

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

4.3.1. Seller has not participated in the Self-Generation Incentive Program (as defined in CPUC Decision 01-03-073) and/or other similar California ratepayer subsidized program relating to energy production (other than grants from the Electric Program Investment Charge) or rebated capacity costs with respect to the Facility and Seller does not maintain a Program Participation Request for the Project in the Renewable Market Adjusting Tariff program (as established by CPUC Decision 13-05-034);

4.3.2. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law; [Standard term and condition that “may not be modified” pursuant to prior Commission decisions, including Decision 07-11-025, Decision 08-08-028 and Decision 10-03-021, as modified by Decision 11-01-025]

4.3.3. 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; [Standard term and condition that “may not be modified” pursuant to prior Commission decisions, including Decision 07-11-025, Decision 08-08-028 and Decision 10-03-021, as modified by Decision 11-01-025]

4.3.4. The term “commercially reasonable efforts” as used in Section 4.3.2 and 4.3.3 means efforts consistent with and subject to Section 3.6;

4.3.5. Subject to Section 3.7, throughout the Term of this Agreement, the Facility shall qualify as a Qualifying Facility.

4.3.6. Throughout the Term, Seller shall: (a) own and operate the Facility; (b) deliver the Product to Buyer to the Delivery Point free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any individual or entity; and (c) hold the rights to all of the Product;

4.3.7. Seller is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the Buyer in so doing, and is capable of assessing the merits of, and understands and accepts, the terms, conditions and risks of this Agreement;

4.3.8. Throughout the Delivery Term: (a) Seller will not convey, transfer, allocate, designate, award, report or otherwise provide any or all of the Product, or any portion thereof, or any benefits derived therefrom, to any party other than Buyer; and (b) Seller will not start-up or operate the Facility per instruction of or for the benefit of any third party, except as required by other Laws or, in the case of Excess Sale arrangements, to serve any Site Host Load;

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

4.3.9. Seller has not relied on any promises, representations, statements or information of any kind that are not contained in this Agreement in deciding to enter into this Agreement;

4.3.10. The construction of the Facility shall comply with all Laws, including applicable state and local laws, building standards, and interconnection requirements;

4.3.11. No other person or entity, including any other generating facility has any rights in connection with Seller’s interconnection agreement or Seller’s Interconnection Facilities and no other persons or entities shall have any such rights during the Term;

4.3.12. During the Term, Seller shall not allow any other person or entity, including any other generating facility, to use Seller’s Interconnection Facilities; and

4.3.13. [Seller has considered long-term climate risk with respect to the Project, consistent with CPUC Decision 20-08-046] [Only for Agreements with a Delivery Term of fifteen or more Contract Years, as specified in Section A(i) of the Cover Sheet. [Add “.” or “;” as applicable]

4.3.14. [For Projects utilizing Eligible Directed Biogas and Biomethane delivered by dedicated pipeline] [The Eligible Directed Biogas or Biomethane purchased for use at Seller’s Facility complies with all applicable pipeline tariff rules, including, if any, quality specifications.] [Add “.” or “;” as applicable]

4.3.15. [For Category 3 Projects that have a completed but not effective Active Interconnection Study by the Execution Date] [An Interconnection Study has been completed for the Project prior to the Execution Date, but such Interconnection Study is not effective as of the Execution Date, and such Interconnection Study resulted in a determination that, with the identified interconnection upgrades:
(a) the transmission or distribution grid that would serve as the Interconnection Point is adequate; (b) the Project meets all applicable state and local laws, building standards, and Transmission/Distribution Owner’s interconnection requirements; and (c) the aggregate of all electric generating facilities on the distribution circuit would not adversely impact Transmission/Distribution Owner’s operation and load restoration efforts of the electric system.] [For Category 3 Projects that do not have an Active Interconnection Study by the Execution Date] [Seller shall submit a new Interconnection Study application for the Project no later than thirty (30) days from the Execution Date and Seller shall Notify [CCA] of: (a) the interconnection queue position number within five (5) Business Days from receipt of such number, and (b) the Interconnection Study Completion Date no later than five (5) Business Days from the Interconnection Study Completion Date.]

4.4. Seller’s Fuel Resource Category Representations, Warranties and Covenants.

4.4.1. Seller hereby represents, warrants and covenants to Buyer that the fuel used to generate electricity and if applicable, Useful Thermal Energy Output from the Facility to serve Site Host Load, Station Use and generate Energy for sale to Buyer (“Fuel Use”) conforms and, throughout the Delivery Term, will conform to the definition of the Fuel Resource Category selected in Section A(i) of the Cover Sheet, subject to the Fuel Resource Requirements [Add the following bracketed language for Projects with a High Hazard Fuel Requirement: [and the High Hazard Fuel Requirement]] outlined in Section 4.4.2 [Add the following bracketed language for Projects using fuel for Station Use that is not from a Fuel Resource Category: [; provided that, Seller shall not be in breach of this Section

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

4.4.1 if the Project uses fuel that is not from a Fuel Resource Category solely for Station Use.]]

4.4.2. [For all Projects except Projects with a High Hazard Fuel Requirement] [All fuel used by the Facility [Add the following bracketed language for Projects using fuel for Station Use that is not from a Fuel Resource Category: [,except for fuel used for Station Use,]] shall meet the definition of a Fuel Resource Category as defined in this Agreement (the “Fuel Resource Requirements”). Seller hereby represents, warrants, and covenants to Buyer that, on an annual basis throughout the Delivery Term, at least eighty percent (80%) of Fuel Use, measured in mmBTU, during each Contract Year shall be from the Fuel Resource Category identified in Section A(i) of the Cover Sheet, and no more than twenty percent (20%) of such Fuel Use shall be from one of the other Fuel Resource Categories; provided that, if Seller has elected to use Category 2 (Dairy) as the Facility’s fuel resource, Seller shall not use any other Fuel Resource Category at the Facility [Add the following bracketed language for Projects using fuel for Station Use that is not from a Fuel Resource Category: [,except for fuel used for Station Use]]. [Add the following bracketed language for Projects utilizing Eligible Directed Biogas: [Seller further represents, warrants and covenants that Fuel Use shall not include natural gas or Common Carrier Pipeline Biomethane that is not Eligible Directed Biogas] [Add the following bracketed language for Projects using fuel for Station Use that is not from a Fuel Resource Category: [, except for fuel used for Station Use]]. Seller shall operate the Facility in compliance with the Fuel Resource Requirements during each Contract Year.] [For all Projects with a High Hazard Fuel Requirement] [Seller hereby represents, warrants, and covenants to Buyer that, throughout the Delivery Term, at least eighty percent (80%) of Fuel Use, measured in Bone Dry Tons, that is delivered to the Facility and used by the Facility during each Calendar Year shall be from Fuel Resource Category 3 as identified in Section A(i) of the Cover Sheet, and no more than twenty percent (20%) of the remaining Fuel Use shall be from one of the other Fuel Resource Categories[Add the following bracketed language for Projects using fuel for Station Use that is not from a Fuel Resource Category: [; provided further that all fuel used by the Facility[, except for fuel used for Station Use,]] shall meet the definition of a Fuel Resource Category as defined in this Agreement (“Fuel Resource Requirements”), as measured pursuant to Appendix L.

Sixty percent (60%) of Fuel Use, measured in Bone Dry Tons, that is delivered to the Facility and used by the Facility during each Calendar Year, shall be from High Hazard Fuel, as measured pursuant to Appendix L (“High Hazard Fuel Requirement”). Seller shall operate the Facility in compliance with both the Fuel Resource Requirements and the High Hazard Fuel Requirement during each Calendar Year.]

4.4.3. [For all Projects except Projects with a High Hazard Fuel Requirement] [Seller hereby represents, warrants, and covenants that no later than thirty (30) days after the last day of each Contract Year (“Annual Fuel Attestation Due Date”), Seller shall provide an attestation of the Project’s compliance with the Fuel Resource Requirements for such Contract Year in the form of Appendix L (“Fuel Attestation”). For each two week period (or portion thereof) after the Annual Fuel Attestation Due Date that Seller fails to deliver to Buyer the Annual Fuel Attestation, Seller shall pay to Buyer, as liquidated damages and not as a penalty, one thousand dollars ($1,000); provided that Seller shall pay such liquidated damages for a period not to exceed one-hundred twenty (120) days after the Annual Fuel Attestation Due Date (“Annual Fuel Attestation Deadline”). The Parties acknowledge that the damages sustained by Buyer associated with Seller’s failure to deliver the Annual Fuel Attestation by the Annual Fuel Attestation Due Date would be difficult or impossible to determine, or that obtaining an adequate remedy would be unreasonably time consuming or expensive, and therefore agree that Seller shall pay Buyer as liquidated damages the bi-weekly amount

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
specified in the preceding sentence which is intended to compensate Buyer for Seller’s failure to perform.]
[For all Projects with a High Hazard Fuel Requirement] [Seller shall prove to Buyer that the Project has satisfied the Fuel Resource Requirements and High Hazard Fuel Requirement for each Calendar Year. Seller shall submit to Buyer an Annual Fuel Attestation for each Calendar Year no later than January 31st of the next Calendar Year (“Annual High Hazard Fuel Attestation Deadline”) in the form of Appendix L, including the Annual Fuel Usage Log in the format provided by the Buyer (collectively, “Annual Fuel Attestation”), setting forth, among other things, the specific designated High Hazard Zones(s) from which its High Hazard Fuel was harvested and the percentage of total High Hazard Fuel delivered to the Project that came from each referenced High Hazard Zone(s). Seller shall submit to Buyer’s designated recipient its Annual Fuel Attestation no later than the Annual High Hazard Fuel Attestation Deadline. Each Annual Fuel Attestation must be complete, not materially modified, and signed by an officer of the Seller. No later than the Annual High Hazard Fuel Attestation Deadline, Seller shall also obtain and provide, at Seller’s sole expense, a verification from a Registered Professional Forester who shall, by his or her signature, attest to the accuracy of the source and volume of High Hazard Fuel delivered as set forth in Seller’s Annual Fuel Attestation in the form of Appendix L-1 (“Verification of Fuel Source and Delivery”).

Failure to Submit

4.4.3.1.1. If Seller has not submitted the Annual Fuel Attestation and Verification of Fuel Source and Delivery by the Annual High Hazard Fuel Attestation Deadline, Seller shall be deemed to have failed the Fuel Resource Requirement and the High Hazard Fuel Requirement during such Calendar Year and Seller shall be subject to an Event of Default pursuant to Section 13.2.2.15.

Buyer’s Audit Rights. Buyer may reasonably rely on Seller’s properly completed and timely submitted Annual Fuel Attestations as evidence of Seller’s compliance with the applicable High Hazard Fuel Requirement and Fuel Resource Requirements. However, Buyer shall have the right to audit Seller’s records and conduct any on-site visit to confirm Seller’s compliance. Seller shall pay all reasonable expenses of Buyer in conducting such audit.

Buyer shall have the right to deduct and offset the costs of conducting such audit from Seller’s monthly invoices. Buyer’s audit shall include, but not be limited to, Buyer’s receipt and review of electronic copies of Seller’s invoices for purchased fuel, including the location from which the fuel was harvested, and the records of the Registered Professional Forester who signed the Verification of Fuel Source and Delivery.]

4.4.4. [For Category 3 Projects that utilize High Hazard Fuel to meet the Fuel Resource Requirements except Projects with a High Hazard Fuel Requirement] [Seller hereby represents, warrants, and covenants that no later than thirty (30) days after the last day of each Contract Quarter (“Quarterly Fuel Attestation Deadline”), Seller shall provide a Fuel Attestation for such Contract Quarter].
[For all Projects with a High Hazard Fuel Requirement] [Seller hereby represents, warrants, and covenants that, no later than three (3) Business Days before the twenty-fifth (25th) day of the month following the last month of each Calendar Quarter (“Quarterly High Hazard Fuel Attestation Deadline”), Seller shall provide a Quarterly Fuel Attestation in the Form of Appendix L, including the Quarterly Fuel Usage Log in the format provided by the Buyer (collectively, “Quarterly Fuel Attestation”) for each such Calendar Quarter.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
Failure to Submit

4.4.4.1.1. If Buyer does not receive Seller’s Quarterly Fuel Attestation with the applicable monthly invoice for March, June, September and/or December of each the Calendar Year, such month’s invoice shall be deemed incomplete and Buyer shall not be required to pay that invoice until the Quarterly Fuel Attestation is received. Upon receipt, Seller’s invoice shall be paid in the following monthly invoice cycle subject to Section

2.7.]

4.4.5. Seller hereby covenants that the information contained in its Annual Fuel Attestation shall be true, complete and correct. Buyer shall have the right to request and review documentation upon which Seller’s Annual Fuel Attestation is based. [Add the following bracketed language for Projects utilizing Eligible Directed Biogas] [With respect to Eligible Directed Biogas, such documentation includes: (a) copies of the Facility’s CEC Common Carrier Pipeline Report covering any portion of the applicable Contract Year, (b) fuel purchase agreements(s) for such Eligible Directed Biogas, which agreements may be redacted to omit confidential pricing information, (c) nomination records for verification of fuel input into Common Carrier Pipelines, and (d) meter data for the predominant fuel source and each Eligible Directed Biogas fuel source, and actual burn data, for verification of fuel output allocation set forth in the WREGIS Operating Rules, Section “Measuring and Verifying Output Allocation,” as amended from time to time.]

4.4.6. [For Projects utilizing Eligible Directed Biogas] [No later than April 1 st of each Contract Year,
Seller hereby covenants to deliver to Buyer a copy of the CEC Common Carrier Pipeline Report for the Facility for the preceding Contract Year. At Buyer’s election, Buyer may request from Seller copies of any confirmations, notices, requests for information, documentation, or any other written communications between the CEC and the Seller relating to or supporting any CEC Common Carrier Pipeline Report for the Facility (collectively, the “CCP Communications”).

Seller promptly shall comply with any such request made by Buyer.]

5. GENERAL CONDITIONS

5.1. CAISO Agreements; Interconnection Agreements; Scheduling. During the Delivery Term, Seller shall operate the Facility in compliance with the Transmission/Distribution Owner tariffs, the CAISO Tariff, and all Laws. Seller shall secure and maintain in full force all of the CAISO agreements, certifications and approvals required in order for the Facility to comply with the CAISO Tariff, including executing and maintaining, as applicable, a Participating Generator Agreement, Meter Service Agreement, interconnection agreement, and/or any other agreement necessary to deliver the Product to Buyer. Seller shall also comply with any modifications, amendments or additions to the applicable tariffs, protocols and Laws; provided that Seller shall be required to enter into a Participating Generator Agreement with the CAISO only if the Facility’s net capacity is 0.5 MW or greater or if the CAISO Tariff requires or provides Seller the option to enter into such an agreement. Seller shall arrange and pay independently for any and all necessary costs under a Participating Generator Agreement, Meter Service Agreement, interconnection agreement, and/or any other agreement necessary to deliver the Product to Buyer. Ninety (90) days prior to the Commercial Operation Date, Seller must provide Buyer with all operating information, consistent with manufacturers specifications, needed for the Buyer to register the Facility with the CAISO and for Buyer to serve as Scheduling Coordinator.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

5.2. Metering Requirements.

5.2.1. All output from the Project must be delivered through a single CAISO revenue meter. [For Projects utilizing Low-voltage Side Metering] [Subject to the provisions herein,] The CAISO revenue meter shall be located on the high-voltage side of the Project’s final step-up transformer nearest to the Interconnection Point (“High-voltage Side Metering”), and that meter must be dedicated exclusively to the Project; provided that, if the CAISO does not permit a revenue meter for the Facility, the Buyer shall specify a revenue quality meter for the Facility. [For Projects utilizing Low-voltage Side Metering] [As designated on the Cover Sheet, the Project will utilize Low-voltage Side Metering. All output from the Project shall be delivered through a single CAISO revenue meter located on the low-voltage side of the Project’s final step-up transformer nearest to the Interconnection Point (“Low-Voltage Side Metering”), and that meter must be dedicated exclusively to the Project. In addition,
(a) the Project shall not share a transformer with any other generator or load and (b) the Project’s CAISO revenue meter shall have the capability to be adjusted for the Transformer and Line Loss Correction Factor (as such term is defined by the CAISO Tariff), as required by the CAISO Tariff and CAISO Business Practice Manual for Metering.] All Product purchased under this Agreement must be measured by the Project’s CAISO revenue meter, or the revenue quality meter specified by Buyer, to be eligible for payment under this Agreement. Seller shall bear all costs relating to all metering equipment installed to accommodate the Project. [For Projects utilizing Low-voltage Side Metering] [Seller shall install and maintain throughout the Delivery Term all required metering arrangements, including obtaining and maintaining the CAISO approval for Low-voltage Side Metering, all at Seller’s sole cost.]
[For Projects utilizing Low-voltage Side Metering] [Seller shall, in accordance with Section 2.5.5, provide documentation to Buyer of the CAISO approval for the Project’s Low-voltage Side Metering, as a condition precedent to the Commercial Operation Date.] [For Projects utilizing Low-voltage Side Metering] [For the duration of each Contract Year, the CAISO revenue meter for the Project shall operate in accordance with the Applicable Standards and shall be programmed to properly apply, and shall properly apply, the Transformer and Line Loss Factor in accordance with the Applicable Standards.] [For Projects utilizing Low-voltage Side Metering] [No later than thirty (30) days after the last day of each Contract Year (“Annual Low-voltage Side Metering Attestation Deadline”), Seller shall provide an attestation in the form of Appendix N attesting that the CAISO revenue meter has been properly programmed to account for the Transformer and Line Loss Correction Factor and certifying to Buyer that the CAISO revenue meter for the Project has complied with the foregoing requirements in Section 5.2.1.2 above for such Contract Year (“Annual Low-voltage Side Metering Attestation”). At Buyer’s request, Seller shall provide to Buyer the applicable documentation upon which Seller’s Annual Low-voltage Side Metering Attestation is based.]

5.2.2. Buyer may, at its sole cost, furnish and install one Check Meter at the interconnection associated with the Facility at a location provided by Seller that is compliant with Buyer’s electric service requirements. The Check Meter must be interconnected with Buyer’s communication network to permit (a) periodic, remote collection of revenue quality meter data, and (b) back-up real time transmission of operating-quality meter data through the Telemetering System. In the event that Buyer elects to install a Check Meter, Buyer may compare the Check Meter data to the CAISO meter data. If the deviation between the

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
CAISO meter data and the Check Meter data for any comparison is greater than 0.3%, Buyer may provide Notice to Seller of such deviation and the Parties shall mutually arrange for a meter check or recertification of the Check Meter or CAISO meter, as applicable.

Each Party shall bear its own costs for any meter check or recertification. Testing procedures and standards for the Check Meter will be the same as for a comparable Buyer- owned meter. Seller shall have the right to have representatives present during all such tests. The Check Meter, if Buyer elects to install a Check Meter, is intended to be used for back-up purposes in the event of a failure or other malfunction of the CAISO meter, and Check Meter data shall only be used to validate the CAISO meter data and, in the event of a failure or other malfunction of the CAISO meter, in place of the CAISO meter until such time that the CAISO meter is recertified.

5.2.3. In the case of Excess Sale arrangements, Buyer may, at its sole cost, furnish and install a net generation output meter at a location provided by Seller that is compliant with Buyer’s electric service requirements. Such meter must be interconnected with Buyer’s communication network to permit (a) periodic, remote collection of revenue quality meter data, and (b) back-up real time transmission of operating-quality meter data through the Telemetering System.

5.3. Meter Data. Seller hereby agrees to provide all meter data to Buyer in a form acceptable to Buyer, and consents to Buyer obtaining from the CAISO the CAISO meter data applicable to the Project and all inspection, testing and calibration data and reports. Seller shall grant Buyer the right to retrieve the meter readings from the CAISO Operational Meter Analysis and Reporting website and directly from the meter(s) at the Site.

5.4. Standard of Care. Seller shall: (a) maintain and operate the Facility and Interconnection Facilities, except facilities installed by Buyer, in conformance with all Laws and in accordance with Prudent Electrical Practices; (b) obtain any governmental authorizations and permits required for the construction and operation thereof; and (c) generate, schedule and perform transmission services in compliance with all applicable operating policies, criteria, rules, guidelines and tariffs and Prudent Electrical Practices. Seller shall reimburse Buyer for any and all losses, damages, claims, penalties, or liability Buyer incurs as a result of Seller’s failure to obtain or maintain any governmental authorizations and permits required for construction and operation of the Facility throughout the Term of this Agreement.

5.5. Access Rights.

5.5.1. Operations Logs. Seller shall maintain a complete and accurate log of all material operations and maintenance information on a daily basis. Such log shall include, but not be limited to, information on power production, fuel consumption, efficiency, availability, maintenance performed, outages, results of inspections, manufacturer recommended services, replacements, electrical characteristics of the generators, control settings or adjustments of equipment, protective devices, information and documentation related to Fuel Use and the Fuel Resource Requirements, and any other pertinent information that affects plant operations. Seller shall provide this information electronically to Buyer within twenty (20) days of Buyer’s request. With respect to Fuel Use and the Fuel Resource Requirements, Buyer shall have the right to request all supporting documentation reasonably necessary to determine the accuracy and completeness of any Fuel Attestation submitted by Seller to Buyer.

5.5.2. Access Rights. Buyer, its authorized agents, employees and inspectors may, on reasonable advance notice under the circumstances, visit the Project during normal business hours for purposes reasonably connected with this Agreement or the exercise of any and all rights secured to Buyer by Law, its tariff schedules, and rules on file with the

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
CPUC. Buyer, its authorized agents, employees and inspectors must (a) at all times adhere to all safety and security procedures as may be required by Seller; and (b) not interfere with the operation of the Project. Buyer shall make reasonable efforts to coordinate its emergency activities with the Safety and Security Departments, if any, of the Project operator. Seller shall keep Buyer advised of current procedures for contacting the Project operator’s Safety and Security Departments.

5.6. Protection of Property. Each Party shall be responsible for protecting its own facilities from possible damage resulting from electrical disturbances or faults caused by the operation, faulty operation, or non-operation of the other Party’s facilities and such other Party shall not be liable for any such damages so caused; provided that nothing in this Section 5.6 shall modify any other agreement between the Parties or applicable Law.

5.7. Performance Excuses.

5.7.1. Seller Excuses. Seller shall be excused from achieving the Guaranteed Energy Production during Seller Excuse Hours, as provided in Section 11.1.

5.7.2. Buyer Excuses. The obligation of Buyer to receive and/or pay for the Product shall be excused only (a) during periods of Force Majeure, (b) by Seller’s failure to perform, or (c) as provided with respect to curtailment in Section 5.8.

5.8. Seller Curtailment.

5.8.1. Seller shall curtail the production of the Facility after receipt of: (a) direction from the CAISO directly, or from Buyer that Buyer has been instructed by the CAISO or the Transmission/Distribution Owner, to curtail Energy deliveries; (b) direction that Seller has been given a curtailment order or similar instruction in order to respond to an Emergency; (c) a Curtailment Order issued by Buyer.

5.8.2. Buyer shall have no obligation to pay Seller for any Product delivered in violation of Section

5.8 or for any Product that Seller would have been able to deliver but for the fact of a curtailment pursuant to Section 5.8.1(a) or (b). Seller shall assume all liability and reimburse Buyer for any and all costs and charges incurred by Buyer, including but not limited to CAISO Penalties, as a result of Seller delivering Energy in violation of Section 5.8.

5.8.3. Buyer shall have the right, but not the obligation, to issue to Seller a Curtailment Order. Buyer shall pay Seller the Contract Price for the Product Seller would have been able to deliver but for the fact that Buyer issued a Curtailment Order (“Paid Curtailed Product”); provided, Buyer shall have no obligation to pay Seller the Contract Price for any Product that, if delivered would have been Surplus Delivered Energy, and any such Product shall not be Paid Curtailed Product.

5.8.4. Buyer shall estimate the amount of Product the Facility would have been able to deliver under Section 5.8.3 by reference to the most recent Notice of forecasted Expected Generation Output Buyer has received from Seller at the time of the Curtailment Order. In the event this forecast is not representative of past performance of the Facility, Buyer shall apply accepted industry standards in making such an estimate and take into consideration past performance of the Facility and any other relevant information. Seller shall cooperate with Buyer’s requests for information associated with any estimate made hereunder.

5.9. Forecasting and Outage Notifications. Seller shall comply with the forecasting and outage notifications in Appendix D.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

5.10. Telemetry Requirements. Seller shall comply with the telemetry requirements in Appendix E.

5.11. Greenhouse Gas Emissions. Seller acknowledges that a Governmental Authority may require Buyer to take certain actions with respect to greenhouse gas emissions attributable to the generation of Energy, including, but not limited to, reporting, registering, tracking, allocating for or accounting for such emissions. Promptly following Buyer’s written request, Seller agrees to take all commercially reasonable actions and execute or provide any and all documents, information or instruments with respect to generation by the Facility reasonably necessary to permit Buyer to comply with such requirements, if any.

5.12. Reporting and Record Retention.

5.12.1. Seller shall use commercially reasonable efforts to meet the Seller Milestone Schedule set forth in the Cover Sheet and avoid or minimize any delays in meeting such schedule. Seller shall provide Project development status reports in a format and a frequency, which shall not exceed one (1) report per month, specified by the Buyer. The report shall describe Seller’s progress relative to the development, construction, and startup of the Facility, as well as a Notice of any anticipated change to the Commercial Operation Date and whether Seller is on schedule to meet the Guaranteed Commercial Operation Date.

5.12.2. Seller shall within ten (10) Business Days of receipt thereof provide to Buyer copies of any Interconnection Study or the interconnection agreement tendered to Seller by the CAISO or the Transmission/Distribution Owner and all other material reports, studies and analyses furnished by the CAISO or any Transmission/Distribution Owner, and any correspondence with the CAISO or Transmission/Distribution Owner related thereto, concerning the interconnection of the Facility to the Transmission/Distribution Owner’s electric system or the transmission of Energy on the Transmission/Distribution Owners’ electric system. Concurrently with the provision of any Interconnection Study or the interconnection agreement tendered to Seller by the CAISO or the Transmission/Distribution Owner that may give rise to a termination right of Buyer under Section

13.9.1, Seller shall provide Buyer a Notice of its irrevocable election to exercise or not exercise its rights under Section 13.9.2, with a failure to provide such an election deemed to be an election not to exercise such rights.

5.12.3. No later than twenty (20) days after each semi-annual period ending on June 30th or December 31st, Seller shall provide a report listing all WMDVBEs that supplied goods or services to Seller during such period, including any certifications or other documentation of such WMDVBEs’ status as such and the aggregate amount paid to WMDVBEs during such period.

5.12.4. Seller shall provide to Buyer on the Commercial Operation Date, and within thirty (30) days after the completion of each Contract Year thereafter during the Delivery Term, an inspection and maintenance report regarding the Facility. Buyer shall provide to the Seller a form inspection and maintenance report before the Commercial Operation Date and Seller shall complete the form inspection and maintenance report. Buyer, at its sole discretion, may modify the form inspection and maintenance report to be used in subsequent Contract Years during the Delivery Term.

5.12.5. Seller shall keep all operating records required of a Qualifying Facility by any applicable CPUC order as well as any additional information that may be required of a Qualifying Facility in order to demonstrate compliance with all applicable standards which have been adopted by the CPUC.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

5.12.6. If the Facility is a “qualifying cogeneration facility” as contemplated in 18 CFR Section 292.205, then within thirty (30) days following the end of each calendar year, and within thirty (30) days following the end of the Delivery Term, Seller shall provide to Buyer:

A copy of a FERC order waiving for the Facility, the applicable operating and efficiency standards for qualifying cogeneration facilities for the applicable year; or A completed copy of Buyer’s “QF Efficiency Monitoring Program – Cogeneration Data Reporting Form,” substantially in the form of Appendix K-1, with calculations and verifiable supporting data, which demonstrates the compliance of the Facility with cogeneration Qualifying Facility operating and efficiency standards set forth in 18 CFR Section 292.205 “Criteria for Qualifying Cogeneration Facilities,” for the applicable year.

5.12.7. If the Facility is a “qualifying small power production facility” as contemplated in 18 CFR Sections 292.203(a), 292.203(c) and 292.204, then within thirty (30) days following the end of each year, and within thirty (30) days following the end of the Delivery Term, Seller shall provide to Buyer:

A copy of a FERC order waiving for the Facility, the applicable operating and fuel use standards for qualifying small power production facilities for the applicable year; or A completed copy of Buyer’s “Fuel Use Standards – Small Power Producer Data Reporting Form,” substantially in the form of Appendix K-2, with calculations and verifiable supporting data, which demonstrates the compliance of the Facility with small power producer Qualifying Facility fuel use standards set forth in 18 CFR Section 292.204 “Criteria for Qualifying Small Power Production Facilities,” for the applicable year.

5.12.8. [For Projects utilizing Eligible Directed Biogas] [No later than the tenth (10th) day of each month during the Delivery Term (“Monthly Multi-Fuel Report Deadline”), Seller shall complete and provide the “Fuel Use Standards – Multi-Fuel Monthly Data Reporting Form” in the form of Appendix K-3 (“Multi-Fuel Report”) with supporting documentation, in a format acceptable to Buyer. This supporting documentation shall include (a) fuel purchase agreements(s) for such Eligible Directed Biogas, which agreements may be redacted to omit confidential pricing information, (b) nomination records and records of delivery for verification of fuel input into Common Carrier Pipelines and used by the Facility, and (c) meter data for the predominant fuel source and each Eligible Directed Biogas fuel source, and actual burn data, for verification of fuel output allocation set forth in the WREGIS Operating Rules, Section “Measuring and Verifying Output Allocation,” as amended from time to time. Seller hereby covenants that the information contained in each of its Multi-Fuel Reports shall be true, complete, and correct.

Seller shall provide to Buyer within twenty (20) days of Buyer’s request, any additional supporting documentation reasonably necessary, in a format acceptable to Buyer, to determine the accuracy and completeness of any Multi-Fuel Report submitted to Buyer at any time within the prior eight months, or to permit Buyer to submit to WREGIS accurate fuel split percentages for the Facility.

Failure to Submit

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

5.12.8.2.1. If, for any month during the Delivery Term, Buyer does not receive Seller’s Multi-Fuel Report and supporting documentation by the Monthly Multi- Fuel Report Deadline, such month’s invoice shall be deemed incomplete and Buyer shall not be required to pay, and no amount shall be due or owing under, that incomplete invoice.

Upon Buyer’s receipt of Seller’s Multi-Fuel Report, the previously deemed incomplete invoice shall be paid in the following monthly invoice cycle subject to and in accordance with Section 2.7.

Buyer’s Audit Rights. Buyer may reasonably rely on Seller’s properly completed and timely submitted Multi-Fuel Report as evidence of Seller’s compliance with the requirements for Eligible Directed Biogas. Buyer shall have the right to audit Seller’s records and conduct any on-site visit to confirm Seller’s compliance. Seller shall comply with any such audit and shall pay all reasonable expenses of Buyer in conducting such audit.

Buyer shall have the right to deduct and offset the costs of conducting any such audit from Seller’s monthly invoices. Buyer’s audit shall include, but not be limited to, Buyer’s receipt and review of electronic copies of Seller’s supporting documentation.]

5.12.9. [For Projects using fuel for Station Use that is not from a Fuel Resource Category] [No later than the tenth (10th) day of each month during the Delivery Term (“Monthly Multi- Fuel Report Deadline”), Seller shall complete and provide the “Fuel Use Standards – Multi- Fuel Monthly Data Reporting Form” in the form of Appendix K-3 (“Multi-Fuel Report”). For the avoidance of doubt, if in any month during the Delivery Term Seller does not use any fuel for Station Use that is not from a Fuel Resource Category, then Seller shall report the amount of such fuel as zero in that month’s Multi-Fuel Report to be provided to Buyer.

Seller shall provide to Buyer within twenty (20) days of Buyer’s request, any supporting documentation reasonably necessary, in a format acceptable to Buyer, in order for Buyer to (a) determine the accuracy and completeness of any Multi-Fuel Report submitted to Buyer at any time within the preceding eight (8) month period, or (b) submit to WREGIS accurate fuel split percentages for the Facility. Seller covenants throughout the Delivery Term that all information contained in each of its Multi-Fuel Reports shall be true, complete, and correct.

Failure to Submit

5.12.9.2.1. If, for any month during the Delivery Term, Buyer does not receive Seller’s Multi-Fuel Report by the Monthly Multi-Fuel Report Deadline, such month’s invoice shall be deemed incomplete and Buyer shall not be required to pay, and no amount shall be due or owing under, that incomplete invoice. Upon Buyer’s receipt of Seller’s Multi-Fuel Report, the previously deemed incomplete invoice shall be paid in the following monthly invoice cycle subject to and in accordance with Section 2.7.

Buyer’s Audit Rights. Buyer may reasonably rely on Seller’s properly completed and timely submitted Multi-Fuel Report as evidence of Seller’s compliance with the requirements for utilizing fuel for Station Use that is not from a Fuel Resource Category. Buyer shall have the right to audit Seller’s records and conduct any on-site visit to confirm Seller’s compliance.

Seller shall comply with any such audit and shall pay all reasonable expenses incurred by Buyer to conduct such audit. Buyer shall have the right to deduct and offset the costs of conducting any such audit from Seller’s monthly invoices.]

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

5.13. Tax Withholding Documentation. Upon Buyer’s request, Seller shall promptly provide to Buyer Internal Revenue Service tax Form W-9 and California tax Form 590 (or their equivalent), completed with Seller’s information, and any other documentation necessary for Buyer to comply with its tax reporting or withholding obligations with respect to Seller.

5.14. Modifications to Facility. From the Execution Date and throughout the Delivery Term, Seller shall not repower or materially modify or alter the Facility without the written consent of Buyer, which written consent is at Buyer’s sole discretion. Material modifications or alterations include, but are not limited to, (a) movement of the Site, (b) changes that may increase or decrease the expected output of the Facility (other than the following, each as provided in Section 2.2 above, the one (1) time decrease to Contract Quantity if the Contract Capacity is adjusted based on the Demonstrated Contract Capacity, the one (1) time increase to Contract Quantity, and the annual option to decrease Contract Quantity), (c) changes that may affect the generation profile of the Facility, (d) changes that may affect the ability to accurately measure the output of Product from the Facility, (e) changes to the Fuel Use description provided in Section B(xi) of the Cover Sheet, or a change to the selection as to whether the Facility will use fuel for Station Use that is not from a Fuel Resource Category provided in Section B(xii) of the Cover Sheet, and (f) changes that conflict with elections, information or requirements specified elsewhere in this Agreement (other than, to the extent not covered by clauses (a) through (e) in this Section 5.14, as specified in the Cover Sheet). Material modifications or alterations do not include maintenance and repairs performed in accordance with Prudent Electrical Practices. Seller shall provide to Buyer Notice not less than ninety (90) days before any proposed repowering, modification or alteration occurs describing the repowering, modification or alteration to Buyer’s reasonable satisfaction and, if subject to Buyer’s consent pursuant to this Section 5.14, seeking Buyer’s written consent.

5.15. No Additional Incentives. Seller agrees that during the Term of this Agreement it shall not seek additional compensation or other benefits pursuant to the Self-Generation Incentive Program, as defined in CPUC Decision 01-03-073, Buyer’s net energy metering tariff, or other similar California ratepayer subsidized program relating to energy production with respect to the Facility (other than grants from the Electric Program Investment Charge).

5.16. Site Control. Seller shall have Site Control as of the earlier of: (a) the Commercial Operation Date; or (b) any date before the Commercial Operation Date to the extent necessary for the Seller to perform its obligations under this Agreement and, in each case, Seller shall maintain Site Control throughout the Term. Seller shall promptly provide Buyer with Notice if there is any change in the status of Seller’s Site Control.

5.17. Safety Plan. Seller shall provide to Buyer, prior to commencement of any construction activities on the Site, a report from an independent engineer (acceptable to both Buyer and Seller) certifying that Seller has a written plan for the safe construction and operation of the Facility in accordance with Prudent Electrical Practices.

6. INDEMNITY

6.1. Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, and employees of such other Party against and from any and all loss and liability (including reasonable attorneys’ fees) for injuries to persons, including employees of either Party, and physical damage to property, including property of either Party, resulting from or arising out of: (a) the engineering, design, construction, maintenance, or operation of the indemnitor’s facilities; (b) the installation of replacements, additions, or betterments to the

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
indemnitor’s facilities; or (c) the negligence or willful misconduct of the indemnitor relating to its obligation under this Agreement. This indemnity and save harmless provision shall apply notwithstanding the active or passive negligence of the indemnitee. Neither Party shall be indemnified for liability or loss, resulting from its sole negligence or willful misconduct. The indemnitor shall, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay all costs, including reasonable attorneys’ fees that may be incurred by the other Party in enforcing this indemnity.

6.2. Each Party shall defend, save harmless and indemnify the other Party, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon the Party to the extent caused by the other Party’s failure to fulfill its obligations under this Agreement.

6.3. Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss and liability (including reasonable attorneys’ fees) in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in this Agreement.

7. LIMITATION OF DAMAGES

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT THERE IS NO WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. LIABILITY SHALL BE LIMITED TO DIRECT

ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND

EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED UNLESS EXPRESSLY HEREIN PROVIDED. NEITHER PARTY

SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR

INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES,

BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. UNLESS EXPRESSLY HEREIN PROVIDED, AND SUBJECT TO THE PROVISIONS OF SECTION 6 (INDEMNITY), 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.

8. NOTICES
Notices (other than forecasts, scheduling requests and curtailment (or equivalent) instructions) shall, unless otherwise specified herein, be in writing and may be delivered by hand delivery, United States mail, overnight courier service, facsimile or electronic messaging (e-mail). Notices of curtailment (or equivalent orders) may be oral, written or electronic and must be made in accordance with accepted industry practices for such notices. A notice sent by facsimile transmission or e-mail will be recognized and shall be deemed received on the Business Day on which such notice was transmitted if received before 5 p.m. Pacific prevailing time (and if received after 5 p.m., on the next Business Day) and a notice by overnight mail or courier shall be deemed to have been received on the next Business Day after such Notice is sent or such earlier time as is confirmed by the receiving Party unless it confirms a prior oral communication, in which case any such notice shall be deemed received on the day sent. A Party may change its addresses by providing notice of same in accordance with this provision. All Notices, requests, invoices, statements or payments for this Facility must reference this Agreements identification number.

Notices shall be provided as indicated in the Cover Sheet.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

9. INSURANCE

9.1. Insurance Coverage. Seller shall, at its own expense, starting on the Execution Date and until the end of the Term, and for such additional periods as may be specified below, provide and maintain in effect the following insurance policies and minimum limits of coverage as specified below, and such additional coverage as may be required by Law, with insurance companies authorized to do business in the state in which the services are to be performed, with an A.M. Best’s Insurance Rating of not less than A- :VII.

9.1.1. Commercial general liability insurance, written on an occurrence, not claims-made basis, covering all operations by or on behalf of Seller arising out of or connected with this Agreement, including coverage for bodily injury, broad form property damage, personal and advertising injury, products/completed operations, contractual liability, premises-operations, owners and contractors protective, hazard, explosion, collapse and underground. Such insurance must bear a combined single limit per occurrence and annual aggregate of not less than one million dollars ($1,000,000.00), exclusive of defense costs, for all coverages. Such insurance must contain standard cross-liability and severability of interest provisions. If Seller elects, with Buyer’s written concurrence, to use a “claims made” form of commercial general liability insurance, then the following additional requirements apply: (a) the retroactive date of the policy must be prior to the Execution Date; and (b) either the coverage must be maintained for a period of not less than four (4) years after this Agreement terminates, or the policy must provide for a supplemental extended reporting period of not less than four (4) years after this Agreement terminates. Governmental agencies which have an established record of self-insurance may provide the required coverage through self-insurance.

9.1.2. Workers’ compensation insurance with statutory limits, as required by the state having jurisdiction over Seller’s employees, and employer’s liability insurance with limits of not less than: (a) bodily injury by accident - one million dollars ($1,000,000.00) each accident; (b) bodily injury by disease - one million dollars ($1,000,000.00) policy limit; and (c) bodily injury by disease - one million dollars ($1,000,000.00) each employee.

9.1.3. Commercial automobile liability insurance covering bodily injury and property damage with a combined single limit of not less than one million dollars ($1,000,000.00) per occurrence. Such insurance must cover liability arising out of Seller’s use of all owned, non-owned and hired automobiles in the performance of the Agreement.

9.1.4. Umbrella/excess liability insurance, written on an occurrence, not claims-made basis, providing coverage excess of the underlying employer’s liability, commercial general liability, and commercial automobile liability insurance, on terms at least as broad as the underlying coverage, with limits of not less than four million dollars ($4,000,000.00) per occurrence and in the annual aggregate.

9.2. Additional Insurance Provisions.

9.2.1. On or before the later of (a) sixty (60) days after the Execution Date and (b) the date immediately preceding commencement of construction of the Facility, and again within a reasonable time after coverage is renewed or replaced, Seller shall furnish to Buyer certificates of insurance evidencing the coverage required above, written on forms and with deductibles reasonably acceptable to Buyer.

Notwithstanding the foregoing sentence, Seller shall in no event furnish Buyer certificates of insurance evidencing required coverage later than the Commercial Operation Date. All deductibles, co-insurance and self-insured retentions applicable to the insurance above must be paid by Seller.

All certificates of

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
insurance must note that the insurers issuing coverage must endeavor to provide Buyer with at least thirty (30) days’ prior written notice in the event of cancellation of coverage. Buyer’s receipt of certificates that do not comply with the requirements stated in this Section 9.2.1, or Seller’s failure to provide such certificates, do not limit or relieve Seller of the duties and responsibility of maintaining insurance in compliance with the requirements in this Section 9 and do not constitute a waiver of any of the requirements of Section 9.

9.2.2. Insurance coverage described above in Section 9.1 shall provide for thirty (30) days written Notice to Buyer prior to cancellation, termination, alteration, or material change of such insurance.

9.2.3. Evidence of coverage described above in Section 9.1 shall state that coverage provided is primary and is not excess to or contributing with any insurance or self-insurance maintained by Buyer.

9.2.4. Buyer shall have the right to inspect or obtain a copy of the original policy(ies) of insurance.

9.2.5. All insurance certificates, endorsements, cancellations, terminations, alterations, and material changes of such insurance must be issued, clearly labeled with this Agreement’s identification number and submitted in accordance with Section 8 and the Cover Sheet.

9.2.6. The insurance requirements set forth in Section 9.1 will apply as primary insurance to, without a right of contribution from, any other insurance maintained by or afforded to Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents, and employees, regardless of any conflicting provision in Seller's policies to the contrary.

To the extent permitted by Law, Seller and its insurers shall be required to waive all rights of recovery from or subrogation against Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents, employees and insurers. The commercial general liability insurance required in Section 9.1.1 and the umbrella/excess liability insurance required in Section

9.1.4 must name Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents and employees, as additional insureds for liability arising out of Seller’s construction, use or ownership of the Facility.

9.2.7. Seller shall remain liable for all acts, omissions or default of any subcontractor or subsupplier and shall indemnify, defend and hold harmless Buyer for any and all loss or damages, as well as all costs, charges and expenses which Buyer may suffer, incur, or bear as a result of any acts, omissions or default by or on behalf of any subcontractor or subsupplier.

9.2.8. If Seller fails to comply with any of the provisions of this Section 9, Seller, among other things and without restricting Buyer’s remedies under Law or otherwise, shall, at its own cost, act as an insurer and provide insurance in accordance with the terms and conditions of this Section 9. With respect to the required commercial general liability insurance set forth in Section 9.1.1, umbrella/excess liability insurance set forth in Section 9.1.4, and commercial automobile liability insurance set forth in Section 9.1.3, Seller shall provide a current, full and complete defense to Buyer, its subsidiaries and Affiliates, and their respective officers, directors, shareholders, agents, employees, assigns, and successors in interest, in response to a third party claim in the same manner that an insurer with an A.M. Best’s Insurance Rating of A-:VII would have, had the insurance been maintained in accordance with the terms and conditions set forth in this Section 9 and given the required additional insured wording in the commercial general liability insurance and umbrella/excess liability insurance, and standard “Who is an Insured” provision in commercial automobile liability form.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

10. FORCE MAJEURE

10.1. No Default for Force Majeure. Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure. Nothing in this Section 10 shall relieve the Seller of the obligation to achieve Commercial Operation on or before the Guaranteed Commercial Operation Date, as may be extended pursuant to Section 1.1.

10.2. Requirements Applicable to Claiming Party. If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the “Claiming Party”) shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:

10.2.1. The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and

10.2.2. The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.

10.3. Limitations. The suspension of the Claiming Party’s performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.

10.4. Termination. The non-Claiming Party may terminate this Agreement on at least five (5) Business Days’ prior Notice, in the event of Force Majeure which materially interferes with the Claiming Party’s ability to perform its obligations under this Agreement and which (a) extends for more than 365 consecutive days, (b) extends for more than a total of 365 days in any consecutive 540-day period, or (c) causes the Commercial Operation Date to fail to be demonstrated by the Guaranteed Commercial Operation Date.

11. GUARANTEED ENERGY PRODUCTION

11.1. General. Throughout the Delivery Term, Seller shall be required to deliver to Buyer no less than the Guaranteed Energy Production over two (2) consecutive Contract Years during the Delivery Term (“Performance Measurement Period”). “Guaranteed Energy Production” means an amount of Delivered Energy (including, for purposes of this Section 11, Paid Curtailed Product), as measured in MWh, equal to the product of (x) and (y), where (x) is one hundred eighty percent (180%) of the average of the Contract Quantity over the Performance Measurement Period and (y) is the difference between (I) and (II), with the resulting difference divided by (I), where (I) is the number of hours in the applicable Performance Measurement Period and (II) is the aggregate number of Seller Excuse Hours in the applicable Performance Measurement Period. Guaranteed Energy Production is described by the following formula:

Guaranteed Energy Production = 180% × average of the Contract Quantity over the Performance Measurement Period in MWh) × [(Hours in Performance Measurement Period - Seller Excuse Hours) / Hours in Performance Measurement Period]

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
Notwithstanding the foregoing, for the first two (2) consecutive Contract Years of the Delivery Term, the Guaranteed Energy Production shall be calculated by replacing “one hundred eighty percent (180%)” with “one hundred forty percent (140%)” and “180%” with “140%” in this Section 11.1.

For the avoidance of doubt, the second Performance Measurement Period (Contract Year 2 and 3) and subsequent Performance Measurement Periods for the remainder of the Delivery Term, the Guaranteed Energy Production shall be calculated by the following formula:

11.2. GEP Failures. If Seller has a GEP Failure, then within ninety (90) days after the last day of the last month of such Performance Measurement Period, Buyer shall notify Seller of such failure. Seller shall cure the GEP Failure by delivering to Buyer GEP Damages, calculated pursuant to Appendix F, within thirty (30) days of receipt of the Notice.

11.3. GEP Damages. The Parties agree that the damages sustained by Buyer associated with Seller’s failure to achieve the Guaranteed Energy Production requirement would be difficult or impossible to determine, or that obtaining an adequate remedy would be unreasonably time consuming or expensive and therefore agree that Seller shall pay the GEP Damages to Buyer as liquidated damages. In no event shall Buyer be obligated to pay GEP Damages.

12. CREDIT AND COLLATERAL REQUIREMENTS

12.1. Collateral Requirement. On or before the thirtieth (30th) day following the Execution Date, Seller shall post and thereafter maintain a collateral requirement (the “Collateral Requirement”) as designated in the Cover Sheet. The Collateral Requirement will be held by Buyer and must be in the form of either a cash deposit or Letter of Credit.

12.2. Maintenance of Collateral Requirement. The Collateral Requirement shall be posted to Buyer and maintained at all times from the thirtieth (30th) day following the Execution Date through the end of the Term and thereafter until such time as Seller has satisfied all monetary obligations which survive any termination of this Agreement, not to exceed one year following the end of the Term. In the event that Buyer draws on the Collateral Requirement pursuant to this Agreement, Seller shall promptly replenish such Collateral Requirement to the amount specified in Section 12.1, as may be adjusted pursuant to Section 12.3.

12.3. Forfeiture Based on Capacity. If, on the earlier of the Commercial Operation Date or the Guaranteed Commercial Operation Date, Seller:

12.3.1. is not capable of delivering any of the Contract Capacity to the Delivery Point, as determined by Buyer in its reasonable discretion, Seller shall forfeit, and Buyer shall be entitled to, the entire Collateral Requirement and Buyer may terminate this Agreement; or

12.3.2. is only capable of delivering a portion of the Contract Capacity to the Delivery Point, based on the Demonstrated Contract Capacity, Seller shall forfeit, and Buyer shall have the right to retain, a portion of the Collateral Requirement equal to the product of (a) twenty thousand dollars ($20,000.00), multiplied by (b) the Contract Capacity set forth in Section

2.1 less the Demonstrated Contract Capacity.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

12.4. Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent Seller delivers the Collateral Requirement, as applicable, hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Collateral Requirement posted with Buyer in the form of cash or Letter of Credit and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of, Buyer. Within thirty (30) days of the delivery of the Collateral Requirement, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Collateral Requirement and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence of an Event of Default, an Early Termination Date or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Collateral Requirement, Buyer may do any one or more of the following: (a) exercise any of the rights and remedies of a secured party with respect to the Collateral Requirement, as applicable, including any such rights and remedies under Law then in effect; (b) exercise its rights of setoff against any and all property of Seller in the possession of the Buyer or Buyer’s agent; (c) draw on any outstanding Letter of Credit issued for its benefit or retain any cash deposit; and (d) liquidate the Collateral Requirement 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 the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), subject to the Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

12.5. Use of Collateral Requirement. Buyer shall be entitled to draw upon the Collateral Requirement for any damages arising upon Buyer’s declaration of an Early Termination Date or as set forth in Sections 12.3.1 and 12.3.2. If Buyer terminates this Agreement and is entitled to draw upon the Collateral Requirement, any amount of Collateral Requirement that Seller has not yet posted with Buyer will be immediately due and payable by Seller to Buyer.

12.5.1. Return of Collateral Requirement. Buyer shall return the unused portion of the Collateral Requirement, including the payment of any interest due thereon to Seller promptly after the following has occurred: (a) the Term of the Agreement has ended, or an Early Termination Date has occurred, as applicable; and (b) all payment obligations of the Seller arising under this Agreement, including but not limited to payments pursuant to the Settlement Amount, indemnification payments, or other damages are paid in full (whether directly or indirectly such as through set-off or netting).

12.5.2. Full Return of Collateral Requirement. Notwithstanding the foregoing, the full Collateral Requirement will be returned to Seller if this Agreement is terminated in accordance with Section

10.4 or 13.10; provided that a termination under Section 10.4 only entitles Seller to a return of the full Collateral Requirement if the termination is based on a Force Majeure that prevents the Commercial Operation Date from occurring on or before the Guaranteed Commercial Operation Date or prevents Seller from demonstrating full Contract Capacity in accordance with Appendix J.

12.5.3. Payment of Interest. Buyer shall pay simple interest on cash held to satisfy the Collateral Requirements at the rate and in the manner set forth in Section 2.7.9.

12.6. Letter of Credit.

12.6.1. If Seller has provided a Letter of Credit to satisfy the Collateral Requirement, then Seller shall renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit and in accordance with this Agreement. In the

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
event the issuer of such Letter of Credit (a) fails to maintain a Credit Rating of at least (i) an A3 by Moody’s with a stable designation and at least an A- by S&P with a stable designation, if the issuer is rated by both Moody’s and S&P, or (ii) an A3 by Moody’s with a stable designation or an A- by S&P with a stable designation, if the issuer is rated by either Moody’s or S&P but not both, (b) indicates its intent not to renew such Letter of Credit or has not renewed such Letter of Credit at least twenty-five (25) Business Days prior to its expiration, or (c) fails to honor Buyer’s properly documented request to draw on an outstanding Letter of Credit by such issuer, Seller shall cure such default by complying with either Section 12.6.1.1 or 12.6.1.2 below in an amount equal to the Collateral Requirement, and by completing the action within three (3) Business Days of the applicable event (all of which is considered the “Cure”):
providing a substitute Letter of Credit that is issued by a qualified bank acceptable to Buyer, other than the bank failing to honor the outstanding Letter of Credit, or posting cash.

If Seller fails to Cure or if such Letter of Credit expires or terminates without a full draw thereon by Buyer, or fails or ceases to be in full force and effect at any time that such Letter of Credit is required pursuant to the terms of this Agreement, then Seller shall have failed to meet the Collateral Requirements of Section 12. If a Letter of Credit has not been renewed at least twenty (20) Business Days prior to its scheduled expiration, Buyer may draw on the Letter of Credit for the full amount of the Collateral Requirement.

12.6.2. In all cases, the costs and expenses of establishing, renewing, substituting, canceling, increasing, reducing, or otherwise administering the Letter of Credit shall be borne by Seller.

13. EVENTS OF DEFAULT AND TERMINATION

13.1. Termination. Unless terminated earlier pursuant to Section 10.4 or this Section 13, this Agreement automatically terminates immediately following the last day of the Delivery Term.

13.2. Events of Default. An “Event of Default” means, with respect to a Party, the occurrence of any of the following:

13.2.1. With respect to either Party:

A Party becomes Bankrupt;
Except for an obligation to make payment when due, if there is a failure of a Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non- breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party; A Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice from the non-breaching Party to the breaching Party; or

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
Any representation or warranty made by a Party (a) is false or misleading in any material respect when made or (b) becomes false or misleading in any material respect during the Term; provided that the representations and warranties made by Seller in Sections 4.3.2 or 4.3.3 shall be subject to Section 4.3.4.

13.2.2. With respect to Seller:

Seller fails to take all corrective actions specified in any Buyer Notice, within the time frame set forth in such Notice, that the Facility is out of compliance with any term of this Agreement; provided that if such corrective action falls under a specific termination right under Section 13.2.2, then the time frame, if any, set forth for such right shall apply; The Facility has not achieved Commercial Operation by the Guaranteed Commercial Operation Date;
Subject to Section 10, Seller has not sold or delivered Product greater than 10% of the applicable Contract Quantity from the Facility to Buyer for a period of twelve (12) consecutive months;
Subject to Section 3.6, Seller fails to maintain its status as an ERR as set forth in Section

3.5 of the Agreement;
Subject to Section 3.7, the Facility fails to maintain its status as a Qualifying Facility;
Seller fails to post and maintain the Collateral Requirements pursuant to Section 12 and such failure is not cured within any applicable cure period; Seller abandons the Facility;
Seller installs generating equipment at the Facility that exceeds the Contract Capacity and such excess generating capacity is not removed within five (5) Business Days after Notice from Buyer;
Seller delivers or attempts to deliver to the Delivery Point for sale under this Agreement Product that was not generated by the Facility; Seller fails to install any of the equipment or devices necessary for the Facility to satisfy the Contract Capacity of the Facility, as set forth in Section 12.3.1; An unauthorized assignment of the Agreement, as set forth in Section 16; Seller fails to reimburse Buyer any amounts due under this Agreement; Seller breaches the requirements in Section 5.15 regarding incentives. [For all Projects except Projects with a High Hazard Fuel Requirement] [Seller breaches any of the representations, warranties and/or covenants contained in Section 4.4 or otherwise fails to comply with the Fuel Resource Requirements (“Fuel Resource Failure”) in any Contract Year as determined by Buyer, based on:
(a) the Annual Fuel Attestation and supporting documentation therefor, requested and received by Buyer, if any, (b) Buyer’s inspection of the Facility, or (c) Buyer’s

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
reasonable determination that the information contained in any Annual Fuel Attestation does not reflect the actual Fuel Use at the Facility for the prior Contract Year; provided, that Seller may cure such Event of Default according to the requirements set forth in Appendix M of this Agreement; provided, further, that if such Event of Default occurs three times during the Delivery Term, Buyer shall have the right to declare an Event of Default and terminate this Agreement upon the third occurrence of such Event of Default, and Seller shall not have the ability to cure as described in Appendix M. For the avoidance of doubt, Category 2 (Dairy) Facilities do not have an opportunity to cure Fuel Resource Failures;] [For all Projects with a High Hazard Fuel Requirement] [Seller breaches any of the representations, warranties and/or covenants contained in Section 4.4 or otherwise fails to comply with the Fuel Resource Requirements or High Hazard Fuel Requirement (“Fuel Resource Failure”) in any Calendar Year, as determined by Buyer, based on (a) the Annual Fuel Attestation, the Verification of Fuel Source and Delivery and supporting documentation therefor, requested and received by Buyer,
(b) Buyer’s inspection or audit of the Facility, or (c) Buyer’s reasonable determination that the information contained in any Annual Fuel Attestation does not reflect the actual Fuel Use at the Facility for the applicable Calendar Year pursuant to Section

4.4.2. In the event of such a breach, Seller shall be subject to a Termination Payment pursuant to Sections 13.3 and 13.5.]
[For all Projects except Projects with a High Hazard Fuel Requirement] [Seller fails to submit to Buyer the Annual Fuel Attestation on or before the Annual Fuel Attestation Deadline;] [For all Projects with a High Hazard Fuel Requirement] Seller fails to submit to Buyer the Annual Fuel Attestation and the Verification of Fuel Source and Delivery on or before the Annual High Hazard Fuel Attestation Deadline. In the event of such a breach, Seller shall be subject to a Termination Payment pursuant to Sections 13.3 and 13.5.] Seller uses a fuel resource to generate electricity and if applicable, Useful Thermal Energy Output from the Facility that is not one of the Fuel Resource Categories[, other than for Station Use] [For Projects using fuel for Station Use that is not from a Fuel Resource Category].
[For Category 3 Projects that do not have an effective Active Interconnection Study prior to the Execution Date] [Seller fails to submit a new Interconnection Study application for the Project pursuant to Section 4.3.14.]
[For Category 3 Projects that do not have an Active Interconnection Study prior to the Execution Date] [Seller’s Interconnection Study for the Project has determined that, with the identified interconnection upgrades: (a) the transmission or distribution grid that would serve as the Interconnection Point is inadequate; (b) the Project does not meet all applicable state and local laws, building standards, and Transmission/Distribution Owner’s interconnection requirements; or (c) the aggregate of all electric generating facilities on the distribution circuit would adversely impact Transmission/Distribution Owner’s operation and load restoration efforts of the electric system.]
[For Projects with a Nameplate Capacity greater than three megawatts][The Facility’s Demonstrated Nameplate Capacity is greater than the lesser of (a) the Nameplate Capacity and (b) five thousand (5,000) kW.]

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
[For Projects utilizing Eligible Directed Biogas or For Projects using fuel for Station Use that is not from a Fuel Resource Category] [Seller fails to submit to Buyer the Multi-Fuel Report and supporting documentation required by Section

5.12.8 and/or 5.12.9 on or before the Multi-Fuel Report Deadline and such failure to submit is not cured within fifteen (15) Business Days after Notice from [CCA].] [For all Projects utilizing Low-voltage Side Metering] [Seller fails to (a) submit to Buyer the Annual Low-voltage Side Metering Attestation on or before the Annual Low-voltage Side Metering Attestation Deadline and such failure to submit is not cured within fifteen (15) Business Days after Notice from [CCA] or (b) meet any of the requirements of Section 5.2.1 for its CAISO revenue meter.]

13.3. Declaration of an Event of Default. [For all Projects except Projects with a High Hazard Fuel Requirement] [Except as otherwise set forth in Section 13.2.2.14 above, if an Event of Default has occurred, the non-defaulting Party shall have the right to: (a) send Notice, designating a day, no earlier than five (5) days after such Notice and no later than twenty (20) days after such Notice, as an early termination date of this Agreement (“Early Termination Date”); (b) accelerate all amounts owing between the Parties; (c) terminate this Agreement and end the Delivery Term effective as of the Early Termination Date; (d) collect any Settlement Amount under Section 13.5; and (e) if the defaulting party is the Seller and Buyer terminates the Agreement prior to the start of the Commercial Operation Date, Buyer shall have the right to retain (or if the Collateral Requirement has not been provided, collect) the entire Collateral Requirement.]
[For all Projects with a High Hazard Fuel Requirement] [If an Event of Default has occurred, the non-defaulting Party shall have the right to: (a) send Notice, designating a day, no earlier than five (5) days after such Notice and no later than twenty (20) days after such Notice, as an early termination date of this Agreement (“Early Termination Date”); (b) accelerate all amounts owing between the Parties; (c) terminate this Agreement and end the Delivery Term effective as of the Early Termination Date; (d) collect any Termination Payment under Section 13.5; and (e) if the defaulting party is the Seller and Buyer terminates the Agreement prior to the start of the Commercial Operation Date, Buyer shall have the right to retain (or if the Collateral Requirement has not been provided, collect) the entire Collateral Requirement.]

13.4. Release of Liability for Termination.

13.4.1. Upon termination of this Agreement, neither Party shall be under any further obligation or subject to liability hereunder, except as provided in Section 2.4.2.

13.4.2. If an Event of Default shall have occurred, the non-defaulting Party has the right to immediately suspend performance under this Agreement and pursue all remedies available at Law or in equity against the defaulting Party (including monetary damages), except to the extent that such remedies are limited by the terms of this Agreement.

13.5. Calculation of Settlement Amount [and Termination Payment] [For all Projects with a High Hazard Fuel Requirement].

13.5.1. [For all Projects except Projects with a High Hazard Fuel Requirement] [If either Party exercises a termination right under Section 13 after the Commercial Operation Date, the non-defaulting Party shall calculate a Settlement Amount determined as of the Early Termination Date.

Prior to the Commercial Operation Date, the Settlement Amount shall be Zero dollars ($0).]

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
[For all Projects with a High Hazard Fuel Requirement] [If either Party exercises a termination right under Section 13 after the Commercial Operation Date, the non-defaulting Party shall calculate a termination payment in US dollars equal to the sum of (a) and (b), and, if Seller is the defaulting party, (c) (“Termination Payment”), where (a) equals the Settlement Amount, (b) equals the sum of all amounts owed by the defaulting Party to the non-defaulting Party under this Agreement, less any amounts owed by the non-defaulting Party to the defaulting Party determined as of the Early Termination Date, and (c) equals the Fuel Use Default Payment as described in Section 13.5.1.1, determined as of the Early Termination Date. Prior to the Commercial Operation Date, the Termination Payment shall be zero dollars ($0).

Fuel Use Default Payment. If Seller is the defaulting Party, then Seller shall pay Buyer an amount that compensates Buyer for Buyer’s overpayment for Product resulting from the Seller’s failure to meet the High Hazard Fuel Requirement or Fuel Resource Requirements during the applicable Calendar Year(s) (“Fuel Use Default Payment”). The Fuel Use Default Payment is calculated by the number of MWhs of Delivered Energy and Paid Curtailed Product provided by the Seller to Buyer from January 1 of the applicable Calendar Year(s) to the Early Termination Date multiplied by the difference between (a) $199.72/MWh adjusted for TOD Factors and (b) the Contract Price adjusted for TOD Factors. In the event Seller fails to pay the Fuel Use Default Payment when due, Buyer may deduct and offset the Fuel Use Default Payment from the posted Collateral Requirement.]

13.5.2. If the non-defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, determined as of the Early Termination Date, the Settlement Amount shall be Zero dollars ($0).

13.5.3. The Buyer shall not have to enter into replacement transactions to establish a Settlement Amount.

13.6. Rights and Remedies Are Cumulative. The rights and remedies of the Parties pursuant to this Section 13 shall be cumulative and in addition to the rights of the Parties otherwise provided in this Agreement.

13.7. Duty to Mitigate. Buyer and Seller shall each have a duty to mitigate damages pursuant to this Agreement, and each shall use reasonable efforts to minimize any damages it may incur as a result of the other Party’s non-performance of this Agreement, including with respect to termination of this Agreement.

13.8. Right of First Refusal.

13.8.1. If Seller terminates this Agreement, as provided in Sections 13.10 or 10.4 (based on a Force Majeure as to which Seller is the Claiming Party), or if Buyer terminates this Agreement as provided in Sections 13.2.2.2 and 12.3.1, or due to an Event of Default of Seller prior to the Guaranteed Commercial Operation Date, neither Seller nor Seller’s Affiliates may sell, or enter into a contract to sell, Energy, Renewable Energy Credits, Capacity Attributes, or Resource Adequacy Benefits, generated by, associated with or attributable to a generating facility installed at the Site to a party other than Buyer for a period of two (2) years following the effective date of such termination (“Restricted Period”).

13.8.2. This prohibition on contracting and sale will not apply if, before entering into such contract or making a sale to a party other than Buyer, Seller or Seller’s Affiliate provides Buyer with a written offer to sell the Energy, Renewable Energy Credits, Capacity Attributes and Resource Adequacy Benefits to Buyer at the Contract Price and on other terms and

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
conditions materially similar to the terms and conditions contained in this Agreement and Buyer fails to accept such offer within forty-five (45) days after Buyer’s receipt thereof.

13.8.3. Neither Seller nor Seller’s Affiliates may sell or transfer the Facility, or any part thereof, or land rights or interests in the Site of the proposed Facility (including the interconnection queue position identified in the Cover Sheet) during the Restricted Period so long as the limitations contained in this Section 13.8 apply, unless the transferee agrees to be bound by the terms set forth in this Section 13.8 pursuant to a written agreement reasonably approved by Buyer.

13.8.4. Seller shall indemnify and hold Buyer harmless from all benefits lost and other damages sustained by Buyer as a result of any breach of the covenants contained within this Section 13.8.

13.9. Transmission Costs Termination Right.

13.9.1. Subject to Section 13.9.2, Buyer has the right to terminate this Agreement on Notice, which will be effective five (5) Business Days after such Notice is given to Seller, on or before the date that is sixty (60) days after Seller provides to Buyer the results of any Interconnection Study or the interconnection agreement tendered to Seller by the CAISO or the Transmission/Distribution Owner if:

Such study or agreement as of the date of the termination Notice estimates, includes, indicates, specifies or reflects that the maximum total cost of transmission upgrades or new transmission facilities to any Transmission/Distribution Owner, including costs reimbursed by any Transmission/Distribution Owner to Seller (“Aggregate Network Upgrade Costs”), may in the aggregate exceed Three Hundred Thousand dollars ($300,000.00) (“Network Upgrades Cap”), irrespective of any subsequent amendment of such study or agreement or any contingencies or assumptions upon which such study or agreement is based; or Buyer must procure transmission service from any other Transmission/Distribution Owner to allow Buyer to Schedule Energy from the Facility and the cost of such transmission service is not reimbursed or paid by Seller.

13.9.2. Notwithstanding Section 13.9.1.1, Buyer shall have no right to terminate this Agreement under Section 13.9.1, if Seller (a) concurrently with its provision of the relevant Interconnection Study or interconnection agreement pursuant to Section 5.12.2, irrevocably agrees, as applicable, to pay to Buyer for (i) the amount which Aggregate Network Upgrade Costs exceed the Network Upgrades Cap (“Excess Network Upgrade Costs”), such payment to be made, at Buyer’s election, either directly to the Transmission/Distribution Owner on behalf of Seller or to Buyer for transfer to the Transmission/Distribution Owner at the time due, and (ii) any costs for transmission services specified in Section 13.9.1.2, and
(b) enters into an interconnection agreement agreed to by [CCA] that contains language requiring Seller to pay, without reimbursement from Buyer or any other Transmission/Distribution Owner, all Excess Network Upgrade Costs; provided that Buyer shall have a separate right to terminate this Agreement on Notice, which will be effective five (5) Business Days after such Notice is given to Seller, on or before the date that is ninety (90) days after FERC, CAISO, or any Transmission/Distribution Owner, as applicable, rejects Seller’s interconnection agreement, in whole or in part, or modifies Seller’s interconnection agreement, in any such case, in a manner that would make Seller unable to comply with the terms of Section 13.9.2(b). If Seller elects to pay, without reimbursement, for any Excess Network Upgrade Costs pursuant to this Section 13.9.2, in no event shall Seller have any interest in or rights or title to any Network Upgrades or

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
Congestion Revenue Rights (as defined in the CAISO Tariff) in connection with the development of the Facility or the delivery of Product to Buyer pursuant to this Agreement.

13.10. Permit Termination Right. Either Party has the right to terminate this Agreement on Notice, which will be effective five (5) Business Days after such Notice is given, if Seller has not obtained permits necessary for the construction and operation of the Project within thirty-four (34) months after the [Execution Date] [For Category 3 Projects that do not have an Active Interconnection Study prior to the Execution Date: Interconnection Study Completion Date] and a Notice of termination is given on or before the end of the thirty-fifth (35th) month after the [Execution Date] [For Category 3 Projects that do not have an Active Interconnection Study prior to the Execution Date: Interconnection Study Completion Date]; provided that prior to any termination by Seller under this Section 13.10, Seller must have taken all commercially reasonable actions (including but not limited to Seller’s timely filing of required documents and payment of all applicable fees) to obtain such permits.

14. SCHEDULING COORDINATOR; FORECASTING PENALTIES; CAISO CHARGES; GOVERNMENTAL CHARGES

14.1. Scheduling Coordinator. Buyer shall be Seller’s designated Scheduling Coordinator (as defined by CAISO Tariff). Seller shall comply with all forecasting and outage notification requirements in Appendix D. Buyer shall be responsible for all costs and charges assessed by the CAISO with respect to Scheduling and imbalances except as provided in Sections 5.8.2,

14.2 and 14.3. Throughout the Delivery Term, Buyer shall be entitled to all CAISO revenues and credits associated with the Project.

14.2. Forecasting Penalties and CAISO Penalties. Seller is liable for Forecasting Penalties and CAISO Penalties under the following circumstances:

14.2.1. Determining Seller’s Liability for Forecasting Penalties. If in any hour of any month in the Delivery Term Seller fails to comply with the requirements in Appendix D of this Agreement with respect to Seller’s Expected Generation Output forecasting, and the sum of Energy Deviations for each of the Settlement Intervals in that hour exceed the Performance Tolerance Band described in Section 14.2.2, then Seller is liable for a forecasting penalty (“Forecasting Penalty”) equal to one hundred fifty percent (150%) of the Contract Price for each MWh of electric Energy Deviation, or any portion thereof, in that hour. Notwithstanding the foregoing sentence, the Seller shall not be liable for the Forecasting Penalty during Contract Year 1.

14.2.2. Performance Tolerance Band. The “Performance Tolerance Band,” in MWh, is equal to:
(a) three percent (3%) times; (b) Contract Capacity times; (c) one (1) hour.

14.2.3. Seller’s Liability for CAISO Penalties. Seller shall assume all liability and reimburse Buyer for any and all CAISO Penalties incurred by Buyer because of Seller’s failure to adhere to its obligations under the CAISO Tariff or any CAISO directive or to perform any covenant or obligation set forth in this Agreement.

14.2.4. Availability Charges. If the Facility is subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments as contemplated under Section 40.9 of the CAISO Tariff, any Availability Incentive Payments will be for the benefit of Seller and for Seller’s account and any Non-Availability Charges will be the responsibility of Seller and for Seller’s account.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

14.2.5. Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Product or the Transaction arising at the Delivery Point, including, but not limited to, ad valorem taxes and other taxes attributable to the Project, land, land rights or interests in land for the Project. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Product or the Transaction from the Delivery Point. In the event Seller is required by Law or regulation to remit or pay Governmental Charges which are Buyer’s responsibility hereunder, Buyer shall reimburse Seller for such Governmental Charges within thirty (30) days of Notice by Seller. If Buyer is required by Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility hereunder, Buyer may deduct such amounts from payments to Seller with respect to payments under the Agreement; if Buyer elects not to deduct such amounts from Seller’s payments, Seller shall reimburse Buyer for such amounts within thirty (30) days of Notice from Buyer. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under the Law. A Party that is exempt at any time and for any reason from one or more Governmental Charges bears the risk that such exemption shall be lost or the benefit of such exemption reduced; and thus, in the event a Party’s exemption is lost or reduced, each Party’s responsibility with respect to such Governmental Charge shall be in accordance with the first four sentences of this Section.

15. RELEASE OF INFORMATION AND RECORDING CONVERSATION

15.1. Release of Information. Seller authorizes Buyer to release to the FERC, CEC, the CPUC and/or other Governmental Authority information regarding the Facility, including the Seller’s name and location, and the size, location and operational characteristics of the Facility, the Term, the ERR type, the Commercial Operation Date, greenhouse gas emissions data and the net power rating of the Facility, as requested from time to time pursuant to the CEC’s, CPUC’s or applicable Governmental Authority’s rules and regulations.

15.2. Recording. Unless a Party expressly objects to a recording at the beginning of a telephone conversation, each Party consents to the creation of a tape or electronic recording of all telephone conversations between Buyer’s employees or representatives performing a Scheduling Coordinator function as provided in Section 14.1 and any representative of Seller. The Parties agree that any such recordings will be retained in confidence, secured from improper access, and may be submitted in evidence in any proceeding or action relating to this Agreement. Each Party waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording and to obtain any necessary consent of such officers and employees.

16. ASSIGNMENT

16.1. General Assignment. Except as provided in Sections 16.2 and 16.3, neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld so long as among other things (a) the assignee assumes the transferring Party’s payment and performance obligations under this Agreement, (b) the assignee agrees in writing to be bound by the terms and conditions hereof,
(c) the transferring Party delivers evidence satisfactory to the non-transferring Party of the proposed assignee’s technical and financial capability to meet or exceed such characteristics in the assigning Party’s obligations hereunder and (d) the transferring Party delivers such tax and enforceability assurance as the other Party may reasonably request. Notwithstanding the foregoing and except as provided in Section 16.2, consent shall not be required for an assignment of this Agreement where the assigning Party remains subject to liability or obligation under this Agreement; provided that (i) the assignee assumes the assigning Party’s payment

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
and performance obligations under this Agreement, (ii) the assignee agrees in writing to be bound by the terms and conditions hereof, and (iii) the assigning Party provides the other Party with at least thirty (30) days’ prior written Notice of the assignment. Appendix H is the General Consent to Assignment form that shall be used for this Section 16.1.

16.2. Assignment to Financing Providers. Seller shall be permitted to assign this Agreement as collateral for any financing or refinancing of the Project (including any tax equity or lease financing) with the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed. The Parties agree that, the consent provided to Buyer in accordance with this Section 16.2 shall be in a form substantially similar to the Form of Financing Consent attached hereto as Appendix I; provided that (a) Buyer shall not be required to consent to any additional terms or conditions beyond those contained in Appendix I, including extension of any cure periods or additional remedies for financing providers, and (b) Seller shall be responsible at Buyer’s request for Buyer’s reasonable costs and attorneys’ fees associated with the review, negotiation, execution and delivery of documents in connection with such assignment.

16.3. Notice of Change in Control. Except in connection with public market transactions of the equity interests or capital stock of Seller or Seller’s Affiliates, Seller shall provide Buyer notice of any direct change of control of Seller (whether voluntary or by operation of Law).

17. GOVERNING LAW
This agreement and the rights and duties of the parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this agreement. [Standard term and condition that “may not be modified” pursuant to prior Commission decisions, including Decision 07- 11-025, Decision 08-08-028 and Decision 10-03-021, as modified by Decision 11-01-025]

18. DISPUTE RESOLUTION

18.1. Intent of the Parties. The sole procedure to resolve any claim arising out of or relating to this Agreement is the dispute resolution procedure set forth in this Section 18, except that either Party may seek an injunction in Superior Court in [[CCA] specific location], California if such action is necessary to prevent irreparable harm, in which case both Parties nonetheless will continue to pursue resolution of all other aspects of the dispute by means of this procedure.

18.2. Management Negotiations.

18.2.1. The Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s authorized representative, or such other person designated in writing as a representative of the Party (each a “Manager”).

Either Manager may request a meeting to, be held in person or telephonically, to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place.

18.2.2. All communication and writing exchanged between the Parties in connection with these negotiations shall be deemed confidential and shall be inadmissible as evidence such that it cannot be used or referred to in any subsequent judicial or arbitration process between the Parties, whether with respect to this dispute or any other.

18.2.3. If the matter is not resolved within forty-five (45) days of commencement of negotiations under Section 18.2.1, or if the Party receiving the written request to meet refuses or does

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
not meet within the ten (10) Business Day period specified in Section 18.2.1, either Party may initiate arbitration of the controversy or claim according to the terms of Section 18.3.

18.3. Arbitration Initiation. If the dispute cannot be resolved by negotiation as set forth in Section 18.2 above, then the Parties shall resolve such controversy through arbitration (“Arbitration”). The Arbitration shall be adjudicated by one retired judge or justice from the JAMS panel. The Arbitration shall take place in San Francisco, California, and shall be administered by and in accordance with JAMS’ Commercial Arbitration Rules. If the Parties cannot mutually agree on the arbitrator who will adjudicate the dispute, then JAMS shall provide the Parties with an arbitrator pursuant to its then-applicable Commercial Arbitration Rules.

The arbitrator shall have no affiliation with, financial or other interest in, or prior employment with either Party and shall be knowledgeable in the field of the dispute. Either Party may initiate Arbitration by filing with the JAMS a notice of intent to arbitrate at any time following the unsuccessful conclusion of the management negotiations provided for in Section 18.2.

18.4. Arbitration Process. The arbitrator shall have the discretion to order depositions of witnesses to the extent the arbitrator deems such discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) per Party and shall be held within thirty (30) days of the making of a request for depositions. Additional depositions may be scheduled only with the permission of the arbitrator, and for good cause shown. Each deposition shall be limited to a maximum of six (6) hours duration unless otherwise permitted by the arbitrator for good cause shown.

All objections are reserved for the Arbitration hearing except for objections based on privilege and proprietary and confidential information. The arbitrator shall also have discretion to order the Parties to exchange relevant documents. The arbitrator shall also have discretion to order the Parties to answer interrogatories, upon good cause shown.

18.4.1. Each of the Parties shall submit to the arbitrator, in accordance with a schedule set by the arbitrator, offers in the form of the award it considers the arbitrator should make. If the arbitrator requires the Parties to submit more than one such offer, the arbitrator shall designate a deadline by which time the Parties shall submit their last and best offer. In such proceedings the arbitrator shall be limited to awarding only one of the two “last and best” offers submitted, and shall not determine an alternative or compromise remedy.

18.4.2. The arbitrator shall have no authority to award punitive or exemplary damages or any other damages other than direct and actual damages and the other remedies contemplated by this Agreement.

18.4.3. The arbitrator’s award shall be made within nine (9) months of the notice of intention to arbitrate and the arbitrator shall agree to comply with this schedule before accepting appointment.

However, this time limit may be extended by agreement of the Parties or by the arbitrator, if necessary. At the conclusion of the Arbitration, the arbitrator shall prepare in writing and provide to each Party a decision setting forth factual findings, legal analysis, and the reasons on which the arbitrator’s decision is based.

18.4.4. The arbitrator shall not have the power to commit errors of law or fact, or to commit any abuse of discretion, that would constitute reversible error had the decision been rendered by a California superior court. The arbitrator’s decision may be vacated or corrected on appeal to a California court of competent jurisdiction for such error.

18.4.5. The California Superior Court of the City and County of San Francisco may enter judgment upon any award rendered by the arbitrator. The Parties are aware of the decision in Advanced Micro Devices, Inc. v. Intel Corp., 9 Cal. 4th 362 (1994) and, except as modified by this Agreement, intend to limit the power of the arbitrator to that of a Superior Court judge enforcing California Law.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT

18.4.6. The prevailing Party in this dispute resolution process is entitled to recover its costs and reasonable attorneys’ fees.

18.4.7. The arbitrator shall have the authority to grant dispositive motions prior to the commencement of or following the completion of discovery if the arbitrator concludes that there is no material issue of fact pending before him or her.

18.4.8. Unless otherwise agreed to by the Parties, all proceedings before the arbitrator shall be reported and transcribed by a certified court reporter, with each Party bearing one-half of the court reporter’s fees.

18.4.9. Except as may be required by Law, neither a Party nor an arbitrator may disclose the existence, content, or results of any Arbitration hereunder without the prior written consent of both Parties.

19. MISCELLANEOUS

19.1. Severability. If any provision in this Agreement is determined to be invalid, void or unenforceable by the CPUC or any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Agreement. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

19.2. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original and all of which shall be deemed one and the same Agreement. Delivery of an executed counterpart of this Agreement by facsimile or PDF transmission will be deemed as effective as delivery of an originally executed counterpart. Each Party delivering an executed counterpart of this Agreement by facsimile or PDF transmission may also deliver an originally executed counterpart, but the failure of any Party to deliver an originally executed counterpart of this Agreement will not affect the validity or effectiveness of this Agreement.

19.3. General. This Agreement has been approved by the CPUC and modification of the terms and conditions of this Agreement, other than administrative amendments that do not impact the CPUC approved standard terms and conditions of this Agreement, will result in the need to obtain additional CPUC approval of the amended Agreement. In addition to the foregoing, no amendment to or modification of this Agreement shall be enforceable unless reduced to writing and executed by both Parties. This Agreement shall not impart any rights enforceable by any third party other than a permitted successor or assignee bound to this Agreement. Waiver by a Party of any default by the other Party shall not be construed as a waiver of any other default. The term “including” when used in this Agreement shall be by way of example only and shall not be considered in any way to be in limitation. The headings used herein are for convenience and reference purposes only.

19.4. Interpretation. Whenever this Agreement specifically refers to any Law, tariff, Governmental Authority, regional reliability council, Transmission/Distribution Owner, or credit rating agency, the Parties hereby agree that the references also refers to any successor to such Law, tariff or organization.

19.5. Construction. The Parties acknowledge and agree that this Agreement has been approved by the CPUC and that the Agreement will not be construed against any Party as a result of the preparation, substitution, or other event of negotiation, drafting or execution thereof.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed by its authorized representative as of the date of last signature provided below. [CCA]
(Seller) (Buyer)
(Signature) (Signature)
(Type/Print Name) (Type/Print Name)
(Title) (Title)
(Date) (Date)

BIOENERGY MARKET ADJUSTING TARIFF POWER

PURCHASE AGREEMENT

APPENDIX A -- DEFINITIONS
APPENDIX A – DEFINITIONS
“Accepted Compliance Costs” has the meaning set forth in Section 3.6.3. “Active Interconnection Study” has the meaning set forth in Section 4.6(a) of the BioMAT Tariff. “Affiliate” means, with respect to a Party, any entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with that Party. “Aggregate Network Upgrade Costs” has the meaning set forth in Section 13.9.1.1. “Agreement” means this Power Purchase Agreement between Buyer and Seller, including the Cover Sheet and all appendices,schedules and exhibits attached hereto. For purposes of Section 17, the word “agreement” shall have the meaning set forth in this definition. For purposes of Section 3.3.9, the word “contract” shall have the meaning set forth in this definition.
“Annual Fuel Attestation” means the yearly attestation of the Project’s compliance with the Fuel Resource Requirements for the applicable Contract Year in the form of Appendix L. [For all Projects except Projects with a High Hazard Fuel Requirement]
“Annual Fuel Attestation” has the meaning set forth in Section 4.4.3. [For all Projects with a High Hazard Fuel Requirement]
“Annual Fuel Attestation Deadline” has the meaning set forth in Section 4.4.3. [For all Projects except Projects with a High Hazard Fuel Requirement]
“Annual High Hazard Fuel Attestation Deadline” has the meaning set forth in Section 4.4.3. [For all Projects with a High Hazard Fuel Requirement]
“Annual Fuel Attestation Due Date” has the meaning set forth in Section 4.4.3. [For all Projects except Projects with a High Hazard Fuel Requirement]
"Annual Low-voltage Side Metering Attestation” has the meaning set forth in Section 5.2.1.3. [For Projects utilizing Low-voltage Side Metering]
“Annual Low-voltage Side Metering Attestation Deadline” has the meaning set forth in Section

5.2.1.3. [For Projects utilizing Low-voltage Side Metering] “Applicable Standards” means, collectively, the requirements in this Agreement, the CAISO Tariff and the CAISO Business Practice Manual for Metering that are applicable to the Project’s CAISO revenue meter. “Arbitration” has the meaning set forth in Section 18.3. “Availability Standards” means the program set forth in Section 40.9 of the CAISO Tariff, as it may be amended, supplemented or replaced (in whole or in part) from time to time, setting forth certain standards regarding the desired level of availability for Resource Adequacy resources and possible charges and incentive payments for performance thereunder.
“Bankrupt” means with respect to any entity, such entity:

BIOENERGY MARKET ADJUSTING TARIFF POWER

PURCHASE AGREEMENT

APPENDIX A -- DEFINITIONS
(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, or has any such petition filed or commenced against it; (b) Makes an assignment or any general arrangement for the benefit of creditors; (c) Otherwise becomes bankrupt or insolvent (however evidenced); (d) Has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to such entity or any substantial portion of its property or assets; or (e) Is generally unable to pay its debts as they fall due. “Biogas” includes digester gas, landfill gas, and any gas derived from a feedstock eligible under the Eligibility Guidebook.
“BioMAT Program” means Buyer’s bioenergy market adjusting tariff program described in Buyer’s Schedule BioMAT, implemented by Buyer in accordance with CPUC Decisions 14-12-081, 15-09-004, and 23-11- 084.
“BioMAT Tariff” means Buyer’s Schedule BioMAT implemented by Buyer in accordance with CPUC Decisions 14-12-081, 15-09-004, 16-10-025, and 23-11-084. “Biomethane” means landfill gas or digester gas, consistent with California Public Resources Code Section 25741 and California Public Utilities Code Section 399.12.6, subdivision (g). “Bone Dry Ton” or “BDT” means a unit of weight equal to 2,000 pounds of woody material at zero percent (0%) moisture content.
“Business Day” means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving during the hours of 8:00 a.m. and 5:00 p.m. local time for the relevant Party’s principal place of business where the relevant Party in each instance shall be the Party from whom the notice, payment or delivery is being sent.
“Business Practice Manual for Metering” means the CAISO Business Practice Manual for Metering, Version 19, as amended from time to time.
“Buyer” has the meaning set forth in the Cover Sheet.
“Buyer’s WREGIS Account” has the meaning set forth in Section 3.3.1. [For Facilities (1) 0.5 MW or greater and (2) eligible for a CAISO revenue meter.]
“CAISO” means the California Independent System Operator Corporation or any successor entity performing similar functions.
“CAISO Grid” means the system of transmission lines and associated facilities that have been placed under the CAISO’s operational control.
“CAISO Penalties” means any fees, liabilities, assessments, or similar charges assessed by the CAISO for (a) violation of the CAISO Tariff and all applicable protocols, WECC rules or CAISO operating instructions or orders or (b) as a result of Seller’s failure to follow Prudent Electrical Practices. “CAISO Penalties” do not include the costs and charges related to Scheduling and imbalances as addressed in Section 14.1 of this Agreement.

BIOENERGY MARKET ADJUSTING TARIFF POWER

PURCHASE AGREEMENT

APPENDIX A -- DEFINITIONS
“CAISO Tariff” means the CAISO FERC Electric Tariff, Fifth Replacement Volume No. 1, as amended from time to time.
“California Renewables Portfolio Standard” means the renewable energy program and policies codified in California Public Utilities Code Sections 399.11 through 399.31 and California Public Resources Code Sections 25740 through 25751, as such provisions may be amended or supplemented from time to time. “Calendar Quarter” refers to one of the following time periods, as applicable: January 1 through March 31; April 1 through June 30; July 1 through September 30; or October 1 through December 31. [For all Projects with a High Hazard Fuel Requirement]
“Calendar Year” means the time period January 1 through December 31 for the applicable year. “Capacity Attributes” means any current or future defined characteristic, certificate, tag, credit, or ancillary service attribute, whether general in nature or specific as to the location or any other attribute of the Project, intended to value any aspect of the capacity of the Project to produce Energy or ancillary services, including, but not limited to, any accounting construct so that the full Contract Capacity of the Project may be counted toward a Resource Adequacy Requirement or any other measure by the CPUC, the CAISO, the FERC, or any other entity invested with the authority under federal or state Law, to require Buyer to procure, or to procure at Buyer’s expense, Resource Adequacy or other such products. “Category 1” has the meaning set forth in Section 14 of the BioMAT Tariff. “Category 2 (Dairy)” has the meaning set forth in Section 14 of the BioMAT Tariff. “Category 2 (Other Agriculture)” has the meaning set forth in Section 14 of the BioMAT Tariff. “Category 3” has the meaning set forth in Section 14 of the BioMAT Tariff. “CCP Communications” has the meaning set forth in Section 4.4.6. [For Projects utilizing Eligible Directed Biogas]
“CEC” means the California Energy Commission or its successor agency. “CEC Certification” means certification by the CEC that the Facility is an ERR and that all Energy produced by the Facility qualifies as generation from an ERR. “CEC Common Carrier Pipeline Report” shall mean the Annual Facility Report filed each year by a certified facility using Common Carrier Pipeline Biomethane during the previous calendar year, as described in Chapter 6 of the Eligibility Guidebook. [For Projects utilizing Eligible Directed Biogas] “CEC Pre Certification” means provisional certification of the proposed Facility as an ERR by the CEC upon submission by a facility of a complete CEC-RPS-1B application and required supplemental information. “CEC Verification” means verification by the CEC based on ongoing reporting by Seller that the Facility is an ERR and that all Energy produced by the Facility qualifies as generation from an ERR. “Check Meter” means the Buyer revenue-quality meter section(s) or meter(s), which Buyer may require at its discretion, and which will include those devices normally supplied by Buyer or Seller under the applicable utility electric service requirements.

BIOENERGY MARKET ADJUSTING TARIFF POWER

PURCHASE AGREEMENT

APPENDIX A -- DEFINITIONS
“Claiming Party” has the meaning set forth in Section 10.2. “Collateral Requirement” has the meaning set forth in Section 12.1. “Commercial Operation” means the Facility is operating and able to produce and deliver the Product to Buyer pursuant to the terms of this Agreement.
“Commercial Operation Date” means the date on which the Facility achieves Commercial Operation pursuant to the terms of this Agreement.
“Common Carrier Pipeline” means a gas conveyance pipeline that is owned or operated by a utility or gas corporation, excluding a dedicated pipeline, and which meets the applicable standards set forth in the Eligibility Guidebook and BioMAT Program. [For Projects utilizing Eligible Directed Biogas] “Compliance Action” has the meaning set forth in Section 3.6.1. “Compliance Expenditure Cap” has the meaning set forth in Section 3.6. “Contract Capacity” means the lesser of: (a) [the of Nameplate Capacity [For all Facilities except those with a Nameplate Capacity greater than three megawatts] [that portion of the Nameplate Capacity which is specified as the Contract Capacity in the Cover Sheet] [Only for Facilities with a Nameplate Capacity greater than three megawatts] and (b) the Demonstrated Contract Capacity. “Contract Price” has the meaning set forth in Section 2.6. “Contract Quantity” has the meaning set forth in Section 2.2.
“Contract Quarter” means a period of three (3) consecutive months with the first Contract Quarter commencing on the Commercial Operation Date and each subsequent Contract Quarter commencing on the date that is every three months thereafter. [For Category 3 Projects utilizing High Hazard Fuel except Projects with a High Hazard Fuel Requirement]
“Contract Year” means a period of twelve (12) consecutive months with the first Contract Year commencing on the Commercial Operation Date and each subsequent Contract Year commencing on the anniversary of the Commercial Operation Date.
“Costs” means (a) brokerage fees, commissions and other similar third-party transaction costs and expenses reasonably incurred either in terminating any arrangement pursuant to which it has hedged its obligations or in entering into new arrangements which replace the Transaction; and (b) all reasonable attorneys’ fees and expenses incurred in connection with the termination of the Transaction. “Cover Sheet” means the cover sheet to this Agreement.
“CPUC” means the California Public Utilities Commission, or successor entity. “Credit Rating” means, with respect to any entity, (a) the rating then assigned to such entity’s unsecured senior long-term debt obligations (not supported by third party credit enhancements), or (b) if such entity does not have a rating for its unsecured senior long-term debt obligations, then the rating assigned to such entity as an issuer rating by S&P and/or Moody’s. If the entity is rated by both S&P and Moody’s and such ratings are not equivalent, the lower of the two ratings shall determine the Credit Rating. If the entity is rated by either S&P or Moody’s, but not both, then the available rating shall determine the Credit Rating.

BIOENERGY MARKET ADJUSTING TARIFF POWER

PURCHASE AGREEMENT

APPENDIX A -- DEFINITIONS
“Cure” has the meaning set forth in Section 12.6.
“Curtailment Order” means any instruction from Buyer to Seller to reduce the delivery of Energy from the Facility for any reason other than as set forth in Sections 5.8.1(a) or (b). “Daily Delay Liquidated Damages” has the meaning set forth in Section 1.1.2.4. “Day-Ahead” has the meaning set forth in the CAISO Tariff. “Deficient Month” has the meaning set forth in Section 3.3.5. [For Facilities (1) 0.5 MW or greater and (2) eligible for a CAISO revenue meter.]
“Delay” has the meaning set forth in Section 1.2.1.
“Deliverability Upgrades” means all Network Upgrades necessary for the Facility to receive Full Capacity Deliverability Status.
“Delivered Energy” means all Energy produced from the Project, expressed in MWh, as recorded by the meter specified in Section 5.2.1 or the Check Meter, as applicable. “Delivery Point” means the point of interconnection to the CAISO Grid and, for payment purposes, the corresponding PNode.
“Delivery Term” has the meaning set forth in Section 2.5. “Delivery Term Contract Quantity Schedule” has the meaning set forth in the Cover Sheet. “Demonstrated Contract Capacity” means the Facility’s total rated electric alternating current energy generating capacity which will equal the sum of the metered amounts for the Demonstration Hour, as determined in accordance with Appendix J.
“Demonstrated Nameplate Capacity” means the Facility’s total rated electric alternating current generating capacity, which will equal the lesser of (a) the sum of the manufacturer’s nameplate rating of all installed generators (kW), and (b) the sum of the manufacturer’s nameplate power rating of all installed primer movers (kW), as determined in accordance with Appendix J. [For Facilities with a Nameplate Capacity greater than three megawatts]
“Demonstrated Date” has the meaning set forth in Appendix J. [For Facilities with a Nameplate Capacity greater than three megawatts]
“Demonstration Hour” has the meaning set forth in Appendix J “Distribution Line” has the meaning set forth in Section 14 of the BioMAT Tariff. “Distribution Upgrades” has the meaning set forth in the CAISO Tariff. “Early Termination Date” has the meaning set forth in Section 13.3. “Electric System Upgrades” means any Network Upgrades, Distribution Upgrades, Deliverability Upgrades, or Interconnection Facilities that are determined to be necessary by the CAISO or Transmission/Distribution Owner, as applicable, to physically and electrically interconnect the Project to the Transmission/Distribution Owner’s electric system for receipt of Energy at the Point of Interconnection

BIOENERGY MARKET ADJUSTING TARIFF POWER

PURCHASE AGREEMENT

APPENDIX A -- DEFINITIONS
(as defined in the CAISO Tariff) if connecting to the CAISO Grid, or the Interconnection Point, if the Transmission/Distribution Owner’s electric system is not part of the CAISO Grid. “Eligible Directed Biogas” shall mean Common Carrier Pipeline Biomethane that (a) meets the applicable requirements established in the Eligibility Guidebook; (b) is from a fuel stock that is an eligible Fuel Resource Category within the BioMAT program; and (c) meets the following conditions: (i) a corresponding amount of eligible fuel delivered through the Common Carrier Pipeline is nominated to the Facility, (ii) the eligible fuel that is nominated and delivered to the Facility has been injected into the Common Carrier Pipeline within the same calendar year, (iii) such eligible fuel has not been resold or double-sold by Seller or any of Seller’s direct or indirect suppliers, and (iv) any renewable and environmental attributes associated with such eligible fuel have not been sold to a person other than Seller and have not been used by Seller or any other person to satisfy any obligation other than the Project’s compliance with this Agreement. [For Projects utilizing Eligible Directed Biogas.]
“Eligible Renewable Energy Resource” or “ERR” has the meaning set forth in Public Utilities Code Sections 399.12 and California Public Resources Code Section 25741, as either code provision may be amended or supplemented from time to time.
“Eligibility Guidebook” means the CEC’s Renewables Portfolio Standard – Eligibility Guidebook (Seventh Edition, California Energy Commission, Efficiency and Renewable Energy Division, Publication Number: CEC-300-2013-005-EDF-CMF-REV), as amended from time to time, or its successor publication. “Emergency” means (a) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (b) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.
“Energy” means three-phase, 60-cycle alternating current electric energy measured in MWh, net of Station Use and, in the case of Excess Sales arrangements, any Site Host Load. “Energy Deviation(s)” means the absolute value of the difference, in MWh, in any Settlement Interval between (a) the final accepted Bid (as defined in the CAISO Tariff) submitted for the Project for the hour of the Settlement Interval divided by the number of Settlement Intervals in the hour; and (b) Delivered Energy for the Settlement Interval.
“Engineer Report” has the meaning set forth in Appendix J. “Event of Default” has the meaning set forth in Section 13.2.
“Excess Network Upgrade Costs” has the meaning set forth in Section 13.9.2. “Excess Sale” means the type of transaction described in Section 2.3.2. “Execution Date” means the latest signature date found at the end of the Agreement. “Existing [IOU] Transmission Line” has the meaning set forth in the BioMAT Tariff. “Expected Generation Output” means the amount of power output from the Facility, expressed in megawatts, that is expected to generate Product in a given time period.

BIOENERGY MARKET ADJUSTING TARIFF POWER

PURCHASE AGREEMENT

APPENDIX A -- DEFINITIONS
“Facility” has the meaning set forth in the Preamble. The terms “Facility” or “Project” as used in this Agreement are interchangeable.
“FERC” means the Federal Energy Regulatory Commission or any successor government agency.
“Forced Outage” means any unplanned reduction or suspension of the electrical output from the Facility resulting in the unavailability of the Facility, in whole or in part, in response to a mechanical, electrical, or hydraulic control system trip or operator-initiated trip in response to an alarm or equipment malfunction and any other unavailability of the Facility for operation, in whole or in part, for maintenance or repair that is not a scheduled maintenance outage and not the result of Force Majeure. “Force Majeure” means any occurrence that was not anticipated as of the Execution Date that:
(a) In whole or in part:
(i) Delays a Party’s performance under this Agreement;
(ii) Causes a Party to be unable to perform its obligations; or (iii) Prevents a Party from complying with or satisfying the conditions of this Agreement;
(b) Is not within the control of that Party; and
(c) The Party has been unable to overcome by the exercise of due diligence, including an act of God, flood, drought, earthquake, storm, fire, pestilence, lightning and other natural catastrophes, epidemic, war, riot, civil disturbance or disobedience, terrorism, sabotage, strike or labor dispute
Force Majeure does not include:
(d) Seller’s inability to obtain sufficient fuel, power or materials to operate the Project, except if Seller's inability to obtain sufficient fuel, power or materials is caused solely by an event of Force Majeure of the specific type described in (a) through (c) above (e) Reductions in generation from the Facility resulting from ordinary wear and tear, deferred maintenance or operator error;
(f) Any delay in providing, or cancellation of, interconnection service by a Transmission/Distribution Owner or the CAISO, except to the extent such delay or cancellation is the result of a force majeure claimed by the Transmission/Distribution Owner or the CAISO.
(g) [Any invalidation of, or change to, the CAISO approval for Low-voltage Side Metering or failure to comply with the CAISO Tariff due to the Low-voltage Side Metering.] [For Projects utilizing Low-voltage Side Metering]
“Force Majeure Delay” has the meaning set forth in Section 1.1.2.3 “Forecasting Penalty” has the meaning set forth in Section 14.2.1. “Fuel Attestation” has the meaning set forth in Section 4.4.3.

BIOENERGY MARKET ADJUSTING TARIFF POWER

PURCHASE AGREEMENT

APPENDIX A -- DEFINITIONS
“Fuel Performance Measurement Period” has the meaning set forth in Appendix M. “Fuel Resource Category” means any of Category 1, Category 2 (Dairy), Category 2 (Other Agriculture) or Category 3 fuel resources as defined in the BioMAT Tariff. “Fuel Resource Cure Period” has the meaning set forth in Appendix M. “Fuel Resource Failure” has the meaning set forth in 13.2.2.14. “Fuel Resource Requirements” has the meaning set forth in Section 4.4.2. “Fuel Use” has the meaning set forth in Section 4.4.1.
“Fuel Use Default Payment” has the meaning set forth in Section 13.5.1.1 “Full Buy/Sell” is the type of transaction described in Section 2.3.1. “Full Capacity Deliverability Status” has the meaning set forth in the CAISO Tariff. “Full Capacity Option Notice” has the meaning set forth in Section 3.4.3. “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 the Transaction, determined in a commercially reasonable manner, subject to Section 13.5. Factors used in determining economic benefit may include, without limitation, reference to information either available to it internally or supplied by one or more third parties, 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, market price referent, market prices for a comparable transaction, forward price curves based on economic analysis of the relevant markets, settlement prices for a comp arable transaction at liquid trading platforms (e.g., NYMEX), all of which should be calculated for the remaining Delivery Term to determine the value of the Product. “GEP Damages” has the meaning set forth in Appendix F.
“GEP Failure” means Seller’s failure to produce Delivered Energy in an amount equal to or greater than the Guaranteed Energy Production amount for the applicable Performance Measurement Period. “Governmental Authority” means any federal, state, local or municipal government, governmental department, commission, board, bureau, agency, or instrumentality, or any judicial, regulatory or administrative body, having jurisdiction as to the matter in question. “Governmental Charges” has the meaning set forth in Section 14.4. “Guaranteed Commercial Operation Date” has the meaning set forth in Section 1.1.2. “Guaranteed Energy Production” or “GEP” has the meaning set forth in Section 11.1. “High Hazard Fuel Requirement” has the meaning set forth in Section 4.4.2. [For all Projects with a High Hazard Fuel Requirement]
"High Hazard Fuel Use" means High Hazard Fuel that is delivered to the Project for Fuel Use. [For all Projects with a High Hazard Fuel Requirement]

BIOENERGY MARKET ADJUSTING TARIFF POWER

PURCHASE AGREEMENT

APPENDIX A -- DEFINITIONS
“High Hazard Fuel” has the meaning set forth in Section 14 of the BioMAT Tariff. “IFM” has the meaning set forth in the CAISO Tariff.
"High-voltage Side Metering” has the meaning set forth in Section 5.2.1. “Interconnection Facilities” has the meaning set forth in the tariff applicable to the Seller’s interconnection agreement.
“Interconnection Point” means the location where the Facility first interconnects with the existing electrical system via Distribution Line or Existing Transmission Line as identified in the Cover Sheet. “Interconnection Study” means any of the studies defined in the CAISO Tariff or any Transmission/Distribution Owner’s tariff that reflect methodology and costs to interconnect the Facility to the Transmission/Distribution Owner’s electric grid, by which either CAISO or the Transmission/Distribution Owner evaluates the impacts of a proposed interconnection to the electric grid, and assigns mitigations to offset the identified impacts. Types of study processes include the IOU System Impact Study in the Independent Study Process, a completed IOU Distribution Group Study Phase 1 Interconnection Study in the Distribution Group Study Process, a completed IOU Phase 1 Study in the Cluster Study Process or a completed CAISO Cluster Study, Independent Study or Fast Track Study, or make use of an existing interconnection agreement to the extent permitted by IOU’s or CAISO’s tariff.
“Interconnection Study Completion Date” means the date Seller receives an Active Interconnection Study, which shall be the date Seller receives a tendered interconnection agreement from Transmission/Distribution Owner. [For Category 3 Projects that do not have an Active Interconnection Study prior to the Execution Date] “Interest Rate” means the rate per annum equal to the “Monthly” Federal Funds Rate (as reset on a monthly basis based on the latest month for which such rate is available) as reported in Federal Reserve Bank Publication H.15-519, or its successor publication.
“Interim Deliverability Status” has the meaning set forth in the CAISO Tariff. “JAMS” means JAMS, Inc. or its successor entity, a judicial arbitration and mediation service. “kW” means kilowatt.
“kWh” means kilowatt-hour.
“Law” means any statute, law, treaty, rule, regulation, ordinance, code, permit, enactment, injunction, order, writ, decision, authorization, judgment, decree or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction, including any of the foregoing that are enacted, amended, or issued after the Execution Date, and which becomes effective during the Delivery Term; or any binding interpretation of the foregoing.
“Letter(s) of Credit” means an irrevocable, non-transferable standby letter of credit issued either by (a) a U.S. commercial bank, or (b) a U.S. branch of a foreign commercial bank, acceptable to Buyer, with either such bank having a Credit Rating of at least: (i) an A- from S&P with a stable designation and an A3 from Moody’s with a stable designation, if such bank is rated by both S&P and Moody’s; or (ii) an A- from S&P with a stable designation or an A3 from Moody’s with a stable designation, if such bank is

BIOENERGY MARKET ADJUSTING TARIFF POWER

PURCHASE AGREEMENT

APPENDIX A -- DEFINITIONS
rated by either S&P or Moody’s, but not both, even if such bank was rated by both S&P and Moody’s as of the date of issuance of the Letter of Credit but ceases to be rated by either, but not both of those ratings agencies. The Letter of Credit must be substantially in the form as contained in Appendix G to this Agreement; provided that if the Letter of Credit is issued by a branch of a foreign bank, Buyer may require changes to such form. “Licensed Professional Engineer” means a person acceptable to Buyer in its reasonable judgment who (a) is licensed to practice engineering in California, (b) has training and experience in the power industry specific to the technology of the Project, (c) has no economic relationship, association, or nexus with Seller or Buyer, other than to meet the obligations of Seller pursuant to this Agreement, (d) is not a representative of a consultant, engineer, contractor, designer or other individual involved in the development of the Project or of a manufacturer or supplier of any equipment installed at the Project, and
(e) is licensed in an appropriate engineering discipline for the required certification being made. “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 the termination of the Transaction, determined in a commercially reasonable manner, subject to Section 13.5. Factors used in determining the loss of economic benefit may include, without limitation, reference to information either available to it internally or supplied by one or more third parties 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, market price referent, market prices for a comparable transaction, forward price curves based on economic analysis of the relevant markets, settlement prices for a comparable transaction at liquid trading platforms (e.g. NYMEX), all of which should be calculated for the remaining term of the Transaction to determine the value of the Product. "Low-voltage Side Metering” has the meaning set forth in Section 5.2.1. “Manager” has the meaning set forth in Section 18.2.1.
“mmBTU” means one million British thermal units
“Meter Service Agreement” has the meaning set forth in the CAISO Tariff. “Monthly Multi-Fuel Report Deadline” has the meaning set forth in Section 5.12. [For Projects utilizing Eligible Directed Biogas or For Projects using fuel for Station Use that is not from a Fuel Resource Category.] “Monthly Period” has the meaning set forth in Appendix C. “Monthly TOD Payment” has the meaning set forth in Section 2.7.3. “MW” means megawatt.
“Multi-Fuel Report” has the meaning set forth in Section 5.12. [For Projects utilizing Eligible Directed Biogas or For Projects using fuel for Station Use that is not from a Fuel Resource Category.] “MWh” means megawatt-hour.
“Nameplate Capacity” means the lesser of the total alternating current real power rating of the generator nameplate(s) (kW) and the nameplate power rating of the prime movers (kW), as set forth in Section 2.1

BIOENERGY MARKET ADJUSTING TARIFF POWER

PURCHASE AGREEMENT

APPENDIX A -- DEFINITIONS
“Negative LMP” means in any Settlement Interval, the locational marginal price, as defined in the CAISO Tariff, at the PNode associated with the Facility’s Delivery Point that is lessthan zero dollars($0). [Only for Facilities with a Nameplate Capacity greater than three megawatts] “Negative LMP Costs” has the meaning set forth in Section 2.6.2. [Only for Facilities with a Nameplate Capacity greater than three megawatts]
“Network Upgrades” has the meaning set forth in the CAISO Tariff. “Network Upgrades Cap” has the meaning set forth in Section 13.9.1.1. “Notice,” unless otherwise specified in the Agreement, means written communications by a Party to be delivered by hand delivery, United States mail, overnight courier service, facsimile or electronic messaging (e-mail). “Paid Curtailed Product” has the meaning set forth in Section 5.8.3. The amount of “Paid Curtailed Product” shall be determined as set forth in Section 5.8.4. “Partial Capacity Deliverability Status” has the meaning set forth in the CAISO Tariff. “Participating Generator Agreement” has the meaning set forth in the CAISO Tariff. “Party” means the Buyer or Seller individually, and “Parties” means both collectively. For purposes of Section 17 (Governing Law) the word “party” or “parties” shall have the meaning set forth in this definition.
“Payment Allocation Factors” shall initially mean the energy-only payment allocation factors set forth in Appendix C. Effective with respect to payments for periods beginning on or after the first day of the calendar month following receipt of a valid Full Capacity Option Notice, “Payment Allocation Factors” shall mean, with respect to such periods, the full capacity deliverability payment allocation factors set forth in Appendix C. “Payment Limit” has the meaning set forth in Section 2.6.2.[Only for Facilities with a Nameplate Capacity greater than three megawatts]
“Performance Measurement Period” has the meaning set forth in Section 11.1. “Performance Tolerance Band” shall be calculated as set forth in Section 14.2.2. “Permitting Delay” has the meaning set forth in Section 1.1.2.1. “Permitted Extensions” has the meaning set forth in Section 1.1.2. “Planned Outage” means the removal of equipment from service availability for inspection and/or general overhaul of one or more major equipment groups. To qualify as a Planned Outage, the maintenance (a) must actually be conducted during the Planned Outage, and in Seller’s sole discretion must be of the type that is necessary to reliably maintain the Project, (b) cannot be reasonably conducted during Project operations, and (c) causes the generation level of the Project to be reduced by at least ten percent (10%) of the Contract Capacity. “PNode” has the meaning set forth in the CAISO Tariff.

BIOENERGY MARKET ADJUSTING TARIFF POWER

PURCHASE AGREEMENT

APPENDIX A -- DEFINITIONS
“Product” means all electric energy produced by the Facility throughout the Delivery Term, net of Station Use, electrical losses from the Facility to the Delivery Point, and, in the case of Excess Sale arrangements, any Site Host Load; all Renewable Energy Credits; all Capacity Attributes, if any; and all Resource Adequacy Benefits, if any; generated by, associated with or attributable to the Facility throughout the Delivery Term. “Program Participation Request” or “PPR” means that certain Program Participation Request submitted by Seller to Buyer as part of Seller’s application to participate in the BioMAT Program. “Project” has the meaning set forth in the Preamble. The terms “Facility” and “Project” as used in this Agreement are interchangeable.
“Prudent Electrical Practices” means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety. Prudent Electrical Practices shall include, at a minimum, those professionally responsible practices, methods and acts described in the preceding sentence that comply with manufacturers’ warranties, restrictions in this Agreement, and the requirements of Governmental Authorities, WECC standards, the CAISO and Laws. Prudent Electrical Practices also includes taking reasonable steps to ensure that:
(a) Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Facility’s needs;
(b) Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Facility and Emergencies whether caused by events on or off the Site;
(c) Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools; (d) Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;
(e) Equipment is not operated in a reckless manner, in violation of manufacturer’s guidelines or in a manner unsafe to workers, the general public, or the Transmission/Distribution Owner’s electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and
(f) Equipment and components are designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.

BIOENERGY MARKET ADJUSTING TARIFF POWER

PURCHASE AGREEMENT

APPENDIX A -- DEFINITIONS
“PURPA” means the Public Utility Regulatory Policies Act of 1978, Public Law, 95 617, as amended from time to time.
“Qualifying Facility” means an electric energy generating facility that complies with the qualifying facility definition established by PURPA and any FERC rules as amended from time to time (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing PURPA and, to the extent required to obtain or maintain Qualifying Facility status, is self-certified as a Qualifying Facility or is certified as a Qualified Facility by the FERC.
“Quarterly Fuel Attestation” has the meaning set forth in Section 4.4.4. [For all Projects with a High Hazard Fuel Requirement]
“Quarterly Fuel Attestation Deadline” has the meaning set forth in Section 4.4.4. [For all Projects with a High Hazard Fuel Requirement]
“Quarterly High Hazard Fuel Attestation Deadline” has the meaning set forth in Section 4.4.4.[For all Projects with a High Hazard Fuel Requirement]
“Reduction for Nonuse of Fuel Resource Category Fuel” has the meaning set forth in Section

2.7.3. [For Projects utilizing Eligible Directed Biogas or For Projects using fuel for Station Use that is not from a Fuel Resource Category.]
“Registered Professional Forester” means a professional forester registered as such through the State of California’s Office of Professional Foresters Registration at the time of the Annual Fuel Attestation and the Verification of Fuel Source and Delivery submittal. [For all Projects with a High Hazard Fuel Requirement] “Renewable Energy Credit” has the meaning set forth in Public Utilities Code Section 399.12(h), as may be amended from time to time or as further defined or supplemented by Law. “Resource Adequacy” means the procurement obligation of load serving entities, including Buyer, as such obligations are described in CPUC Decisions D.04-10-035 and D.05-10-042 and subsequent CPUC decisions addressing Resource Adequacy issues, as those obligations may be altered from time to time in the CPUC Resource Adequacy Rulemakings (R.) 04-04-003 and (R.) 05-12-013 or by any successor proceeding, and all other Resource Adequacy obligations established by any other entity, including the CAISO. “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 shall include any local, zonal or otherwise locational attributes associated with the Facility. “Resource Adequacy Requirements” has the meaning set forth in Section 3.4.1. “Resource Adequacy Rulings” means CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-06- 064, 06-07-031, 07-06-029, 08-06-031, 09-06-028, 10-06-018, 10-06-036, 10-12-038, 11-06-022, 12-06- 025, 13-06-024, 14-06-050 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, Laws, rules or regulations may be amended or modified from time- to-time during the Delivery Term.
“Restricted Period” has the meaning set forth in Section 13.8.1.

BIOENERGY MARKET ADJUSTING TARIFF POWER

PURCHASE AGREEMENT

APPENDIX A -- DEFINITIONS
“Schedule,” “Scheduled” or “Scheduling” means the action of Buyer in submitting bids to the CAISO and receiving all CAISO markets results from the CAISO; provided that a CAISO market result where the Facility is instructed to deliver zero (0) MWhs is not considered a “Schedule” for purposes of this Agreement. “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. “Seller” has the meaning set forth in the Cover Sheet.
“Seller Excuse Hours” means those hours during which Seller is unable to schedule or deliver Energy to Buyer as a result of (a) a Force Majeure event, (b) Buyer’s failure to perform, or (c) curtailment under Section 5.8. “Seller’s WREGIS Account” has the meaning set forth in Section 3.3.1. [For Facilities (1) 0.5 MW or greater and (2) eligible for a CAISO revenue meter.]
“Settlement Amount” is the amount in U.S. dollars equal to the non-defaulting Party’s aggregate Losses and Costs less any Gains determined as of the Early Termination Date. “Settlement Interval” has the meaning set forth in the CAISO Tariff. “Site” means the real property on which the Facility is, or will be, located, as further described in the Cover Sheet.
“Site Control” means the Seller: (a) owns the Site, (b) leases the Site, (c) is the holder of a right- of-way grant or similar instrument with respect to the Site, or (d) prior to the Commercial Operation Date, has the unilaterally exercisable contractual right to acquire or cause to be acquired on its behalf any of (a), (b), or (c). “Site Host Load” means the electric energy produced by or associated with the Facility that serves electrical loads (that are not Station Use) of Seller or one or more third parties conducted pursuant to California Public Utilities Code Section 218(b).
“Station Use” means energy consumed within the Facility’s electric energy distribution system as losses, as well as energy used to operate the Facility’s auxiliary equipment. The auxiliary equipment may include, but is not limited to, forced and induced draft fans, cooling towers, boiler feeds pumps, lubricating oil systems, plant lighting, fuel handling systems, control systems, and sump pumps. “Surplus Delivered Energy” has the meaning set forth in Section 2.6.2. “Telemetering System” means a system of electronic components that (a) collects all required telemetry in accordance with the applicable interconnection tariff, as well as all relevant telemetry requirements as set by the CAISO and applicable interconnection tariffs, standards, guidance documents, or as required in an interconnection study or review process, and Buyer operational requirements and (b) communicates this telemetry to the CAISO and Buyer as required by applicable tariff or this Agreement. The Telemetering System does not include other components of the Facility that do not collect or communicate such required telemetry, including but not limited to, Seller’s system control and data acquisition systems.
“Term” has the meaning set forth in Section 2.4.1.

BIOENERGY MARKET ADJUSTING TARIFF POWER

PURCHASE AGREEMENT

APPENDIX A -- DEFINITIONS
“Termination Payment” has the meaning set forth in section 13.5.1. [For all Projects with a High Hazard Fuel Requirement]
“TOD Periods” means the time of delivery periods set forth in Appendix C. “Total Fuel Use” means Fuel Use that is delivered to the Project. [For all Projects with a High Hazard Fuel Requirement]
“Transaction” means the particular transaction described in Section 2.3. “Transmission Delay” has the meaning set forth in Section 1.1.2.2.
“Transmission/Distribution Owner” means any entity or entities responsible for the interconnection of the Facility or transmitting the Delivered Energy on behalf of Seller from the Facility to the Delivery Point. “Useful Thermal Energy Output” has the meaning set forth in 18 CFR §292.202(h) and modified by the Energy Policy Act of 2005, or any successor thereto. [For cogeneration Facilities] “Verification of Fuel Source and Delivery” has the meaning set forth in Section 4.4.3. [For all Projects with a High Hazard Fuel Requirement]
“WECC” means the Western Electricity Coordinating Council, the regional reliability council for the Western United States, Northwestern Mexico and Southwestern Canada. “WMDVBE” means women, minority and disabled veteran-owned business enterprise as contemplated by CPUC General Order 156.
“WREGIS” means the Western Renewable Energy Generating Information System or any successor renewable energy tracking program.
“WREGIS Certificate Deficit” has the meaning set forth in Section 3.3.5. [For Facilities (1) 0.5 MW or greater and (2) eligible for a CAISO revenue meter.]
“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. [For Facilities (1) 0.5 MW or greater and (2) eligible for a CAISO revenue meter.] “WREGIS Operating Rules” means those operating rules and requirements adopted by WREGIS as of December 2010, as subsequently amended, supplemented or replaced (in whole or in part) from time to time. [For Facilities (1) 0.5 MW or greater and (2) eligible for a CAISO revenue meter.] *** End of Appendix A ***

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX B – COMMERCIAL OPERATION DATE

CONFIRMATION LETTER
APPENDIX B – COMMERCIAL OPERATION DATE CONFIRMATION LETTER In accordance with the terms of that certain Power Purchase Agreement dated (“Agreement”) for the Facility named by and between [CCA] (“Buyer”) and (“Seller”), this letter serves to
document the Parties further agreement that (i) the conditions precedent to the occurrence of the Commercial Operation Date as required under Section 2.5 have been satisfied, and (ii) Seller has scheduled and Buyer has received the Energy, as specified in the Agreement, as of this day of , . This letter shall confirm the Commercial Operation Date, as defined in the Agreement, as the date referenced in the preceding sentence.

IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed by its authorized representative as of the date of last signature provided below:

By: By: [CCA]
(Seller) (Buyer)
(Signature) (Signature)
(Type/Print Name) (Type/Print Name)
(Title) (Title)
(Date) (Date)
*** End of Appendix B ***

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX C – TIME OF DELIVERY PERIODS AND

PAYMENT ALLOCATION FACTORS
APPENDIX C – TIME OF DELIVERY PERIODS AND PAYMENT ALLOCATION FACTORS Energy-Only Payment Allocation Factors
Monthly Period 1. Peak 2. Mid-Day 3. Night
July – September 1.000 1.000 1.000
October- February 1.000 1.000 1.000
March – June 1.000 1.000 1.000
Full Capacity Deliverability Payment Allocation Factors Monthly Period 1. Peak 2. Mid-Day 3. Night
July – September 1.000 1.000 1.000
October- February 1.000 1.000 1.000
March – June 1.000 1.000 1.000
Definitions:

1. Peak = hours ending 18 - 22 (Pacific Prevailing Time (PPT)) for all days in the applicable Monthly Period.

2. Mid-Day = hours ending 09 - 17 PPT for all days in the applicable Monthly Period.

3. Night = hours ending 23 - 08 PPT for all days in the applicable Monthly Period. *** End of Appendix C ***

BIOENERGY MARKET ADJUSTING

TARIFF POWER PURCHASE AGREEMENT
APPENDIX D – FORECASTING AND OUTAGE

NOTIFICATION REQUIREMENTS
APPENDIX D – FORECASTING AND OUTAGE NOTIFICATION REQUIREMENTS The Parties shall abide by the forecasting and outage requirements and procedures described below and shall agree upon reasonable changes to these requirements and procedures from time-to-time as necessary to (i) comply with Buyer’s instructions or the CAISO Tariff, as applicable; (ii) accommodate changes to their respective generation technology and organizational structure; and (iii) address changes in the operating and Scheduling procedures of both Buyer.

A. NOTIFICATION REQUIREMENTS FOR START-UP AND SHUTDOWN
Prior to paralleling to or after disconnecting from the electric system, ALWAYS follow your balancing authority rules and notify your applicable Transmission/Distribution Owner localswitching center and notify Buyer’s Real Time Desk by telephone as follows:
• Contact the applicable Transmission/Distribution Owner local switching center and Buyer’s Real Time Desk to parallel before any start-up
• Contact the applicable Transmission/Distribution Owner local switching center and Buyer’s Real Time Desk again with parallel time after start-up. • Contact the applicable Transmission/Distribution Owner local switching center and Buyer’s Real Time Desk after any separation and report the separation time as well as the date and time estimate for return to service.

Buyer’s Real Time Desk Primary Telephone: _____________________.

If the primary telephone is unavailable, attempt to make contact using the following numbers in the order listed: _________________________.

B. SUBMISSION OF EXPECTED GENERATION OUTPUT AND PROJECT OUTAGES

1. Submit information by posting to [CCA]’s approved web-based system.

2. If the website is unavailable, implement the procedures set forth below:
a. For all email correspondence, enter the following in the email subject field: Contract Name, Email Purpose, Delivery Date Range, (For example: “XYZ Company Project #2 Daily Forecast of Expected Generation Output for dd/mm/yyyy through dd/mm/yyyy”) b. For Annual Forecasts of Expected Generation Output, email to ________________________.
c. For Monthly and Day-Ahead Forecasts of Expected Generation Output, email to _______________________.
d. For Day-Ahead Forecasts of Expected Generation Output after fourteen (14) hours before the WECC Preschedule Day, but before the CAISO deadline for submitting

BIOENERGY MARKET ADJUSTING

TARIFF POWER PURCHASE AGREEMENT
APPENDIX D – FORECASTING AND OUTAGE

NOTIFICATION REQUIREMENTS
Day-Ahead Schedules, call primary phone ______________ or backup phone (_____________. Also send email to ____________________. e. For Hourly Forecasts of Expected Generation Output, call [CCA’s] Real Time Desk at _____________ and email to _________________. If this phone number is unavailable, see secondary contacts in A of this Appendix.
f. For Planned Outages and prolonged outages, complete the specifics below and submit by email to _____________________ .
g. For Forced Outages, complete the specifics below and submit by email to _________________.
i. Email subject Field: XYZ Company Project #2 Outage Notification for dd/mm/yyyy through dd/mm/yyyy
ii. Email body:

1. Type of Outage: Planned Outage, Forced Outage, Prolonged Outage

2. Start Date and Start Time

3. Estimated or Actual End Date and End Time

4. Date and time when reported to [CCA] and name(s) of [CCA] representative(s) contacted

5. Text description of additional information as needed, including, but not limited to, changes to a Planned Outage, Prolonged Outage or Forced Outage.

C. EXPECTED GENERATION OUTPUT FORECASTING.

Seller shall provide the Expected Generation Output forecasts described below.

1. Annual Forecast of Expected Generation Output. No later than (I) the earlier of July 1 of the first calendar year following the Execution Date or one hundred and eighty (180) days before the first day of the first Contract Year of the Delivery Term (“First Annual Forecast Date”), and (II) on or before July 1 for each calendar year from the First Annual Forecast Date for every subsequent Contract Year during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of the hourly Expected Generation Output for each day in each month of the following calendar year in a form reasonably acceptable to Buyer.

2. Monthly Forecast of Expected Generation Output. Ten (10) Business Days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of the hourly Expected Generation Output for each day of the following month in a form reasonably acceptable to Buyer.

3. Day-Ahead Forecast of Expected Generation Output. During each month of the Delivery Term, Seller or Seller’s agent shall provide a binding Day-Ahead forecast of Expected Generation Output to Buyer via Buyer’s internet website for each day no later than fourteen (14) hours before the beginning

BIOENERGY MARKET ADJUSTING

TARIFF POWER PURCHASE AGREEMENT
APPENDIX D – FORECASTING AND OUTAGE

NOTIFICATION REQUIREMENTS
of the “Preschedule Day” (as defined by the WECC) for such day. The current industry standard Preschedule Day timetable in the WECC is as follows:
(1) Monday - Preschedule Day for Tuesday
(2) Tuesday - Preschedule Day for Wednesday
(3) Wednesday - Preschedule Day for Thursday
(4) Thursday - Preschedule Day for Friday and Saturday
(5) Friday - Preschedule Day for Sunday and Monday
Exceptions to this standard Monday through Friday Preschedule Day timetable are presently set forth by the WECC in order to accommodate holidays, monthly transitions and other events. Exceptions are posted on the WECC website (www.wecc.biz) under the document title, “Preschedule Calendar.” Each Day-Ahead Expected Generation Notice shall clearly identify, for each hour, Seller’s forecast of all amounts of Expected Generation Output pursuant to this Agreement. If the Expected Generation Output changes as of a time that is more than fourteen (14) hours prior to the Preschedule Day but prior to the CAISO deadline for Day-Ahead Schedules, then Seller must notify Buyer through the method preferred by Buyer. Such Notices shall contain information regarding the beginning date and time of the event resulting in the change in Expected Generation Output, the expected end date and time of such event, the Expected Generation Output in MW (AC), and any other necessary information.

Day-Ahead Desk
Primary Telephone:

Backup Telephone:

If Seller fails to provide Buyer with a Day-Ahead Forecast of Expected Generation Output as required herein, then, (I) until Seller provides a Day-Ahead Forecast of Expected Generation Output, Buyer may rely on the most recent Day-Ahead Forecast of Expected Generation Output submitted by Seller to Buyer and Seller and (II) Seller may be subject to penalties and charges as provided in this Agreement.

4. Hourly Forecast of Expected Generation Output. During the Delivery Term, Seller shall notify Buyer of any changes in Expected Generation Output of one (1) MW (AC) or more through the method preferred by Buyer, whether due to Forced Outage, Force Majeure or other cause, as soon as reasonably possible, but no later than one (1) hour before Buyer is required to submit Hour-Ahead schedules to the CAISO. Expected Generation Output changes after one (1) hour before the CAISO deadline for Hour-Ahead Schedules, but before the CAISO Hour-Ahead deadline, shall also be reported by Seller to Buyer as soon as reasonably possible. Such Notices shall contain information regarding the beginning date and time of the event resulting in the change in Expected Generation Output, the expected end date and time of such event, the Expected Generation Output in MW (AC), and any other information required by the CAISO or reasonably requested by Buyer. With respect to any Forced Outage, Seller shall use commercially reasonable efforts to notify Buyer of such outage within ten (10) minutes of the commencement of the Forced Outage. Seller shall inform Buyer of any developments that will affect either the duration of such outage or the availability of the Project during or after the end of such outage. These notices and changes to Expected Generation Output shall be communicated by telephone to Buyer’s Hour-Ahead Trading Desk and shall be sent to Buyer’s internet website:

Hour-Ahead Desk
Primary Telephone:

BIOENERGY MARKET ADJUSTING

TARIFF POWER PURCHASE AGREEMENT
APPENDIX D – FORECASTING AND OUTAGE

NOTIFICATION REQUIREMENTS
If this phone number is unavailable, see secondary contacts in A of this Appendix.

5. Buyer Provision of Forecasting Services. Seller may request that Buyer perform forecasting services required by this Appendix D if it is reasonably practicable for such forecasting services to be performed by a person or entity other than Seller. Buyer may perform such services directly or retain a third-party to perform such services. Buyer may charge a reasonable fee for any such services, which, in the case Buyer retains a third-party, may include a reasonable administration fee in addition to the fee any such third-party charges Buyer. *** End of Appendix D ***

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX E – TELEMETRY REQUIREMENTS
APPENDIX E – TELEMETRY REQUIREMENTS
Telemetering System.

Seller shall install and maintain a Telemetering System at the Facility, as required by the applicable interconnection tariff. For the avoidance of doubt, Seller must follow all relevant telemetry requirements as set by the CAISO and applicable interconnection tariffs, standards, guidance documents, or as required in an interconnection study or review process.

The Telemetering System must be included in the systems engineering tasks as a part of the construction of the Facility, and must be fully functional before Commercial Operation Date. *** End of Appendix E ***

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX F – GUARANTEED ENERGY

PRODUCTION DAMAGES
APPENDIX F – GUARANTEED ENERGY PRODUCTION DAMAGES
In accordance with the provisions in Section 11.2, GEP Damages means the liquidated damages payment due by Seller to Buyer, calculated on an annual basis for the applicable Performance Measurement Period as follows:
[(A-B) × (C-D)]
Where:

A = the Guaranteed Energy Production for the Performance Measurement Period, in MWh B = Sum of Delivered Energy over the Performance Measurement Period, in MWh C = Replacement price for the Performance Measurement Period, in $/MWh, reflecting the sum of (a) the simple average of the simple average of the Day-Ahead IFM hourly price, as published by the CAISO, for the Existing Zone Generation Trading Hub, in which the Project resides, plus (b) $50/MWh
D = the unweighted Contract Price for the Performance Measurement Period, in $/MWh The Parties agree that in the above calculation of GEP Damages, the result of “(C-D)” shall not be less than $20/MWh and shall be no greater than seventy five percent (75%) of the Contract Price (in $/MWh). Once GEP Damages have been paid with respect to a particular Performance Measurement Period, neither Contract Year in such Performance Measurement Period will be included in another Performance Measurement Period. *** End of Appendix F ***

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX G – FORM OF LETTER OF CREDIT
APPENDIX G – FORM OF LETTER OF CREDIT
Issuing Bank Letterhead and Address
STANDBY LETTER OF CREDIT NO.

Date: [insert issue date]
Beneficiary: [CCA name and address] Applicant: [Insert name and address of Applicant]
Letter of Credit Amount: [insert amount]
Expiry Date: [insert expiry date]
Ladies and Gentlemen:

By order of [insert name of Applicant] (“Applicant”),
we hereby issue in favor of [CCA] (the “Beneficiary”) our irrevocable standby letter of credit No. [insert number of letter of credit] (“Letter of Credit”), for the account of Applicant, for drawings up to but not to exceed the aggregate sum of U.S. $ [insert amount in figures followed by (amount in
words)] (“Letter of Credit Amount”). This Letter of Credit is available with [insert name of issuing bank, and the city and state in which it is located] by sight payment, at our offices located at the address stated below, effective immediately, and it will expire at our close of business on [insert expiry date] (the “Expiry Date”).

Funds under this Letter of Credit are available to the Beneficiary against presentation of the following documents (which may be presented by physical delivery or by facsimile, e-mail or other electronic transmission):

1. Beneficiary’s signed and dated sight draft in the form of Exhibit A hereto, referencing this Letter of Credit No. [insert number] and stating the amount of the demand; and

2. One of the following statements signed by an authorized representative or officer of Beneficiary:

A. “Pursuant to the terms of that certain Power Purchase Agreement (“PPA”), dated , between Beneficiary and _ [insert name of Seller under the PPA], Beneficiary is entitled to draw under Letter of Credit No. [insert number] amounts owed by [insert name of Seller under the
PPA] under the PPA; or
B. “Letter of Credit No. [insert number] will expire in thirty (30) days or less and [insert name of Seller under the PPA] has not
provided replacement security acceptable to Beneficiary.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX G – FORM OF LETTER OF CREDIT
Special Conditions:

1. Partial and multiple drawings under this Letter of Credit are allowed;

2. All banking charges associated with this Letter of Credit are for the account of the Applicant;

3. This Letter of Credit is not transferable;

4. A drawing for an amount greater than the Letter of Credit Amount is allowed, however, payment shall not exceed the Letter of Credit Amount; and

5. The Expiry Date of this Letter of Credit shall be automatically extended without amendment for a period of one year and on each successive Expiry Date, unless at least sixty (60) days prior to the current Expiry Date, we send notice in writing to you by registered mail or courier that we elect not to extend this Letter of Credit for such additional period.

We engage with you that drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored upon presentation, on or before the Expiry Date (or after the Expiry Date as provided below), at our offices at [insert issuing bank’s address for drawings].

All demands for payment shall be made by presentation of copies or original documents, or by facsimile, e-mail, or other electronic transmission of documents to [insert fax number], Attention: [insert name of issuing bank’s receiving department] or [Insert e-mail or other electronic transmission address], with originals or copies of documents to follow by overnight mail. If presentation is made by facsimile transmission, you may contact us at [insert phone number] to confirm our receipt of the transmission. Your failure to seek such a telephone confirmation does not affect our obligation to honor such a presentation.

Our payments against complying presentations under this Letter of Credit will be made no later than on the sixth (6th) banking day following a complying presentation.

Except as stated herein, this Letter of Credit is not subject to any condition or qualification. It is our individual obligation, which is not contingent upon reimbursement and is not affected by any agreement, document, or instrument between us and the Applicant or between the Beneficiary and the Applicant or any other party.

Except as otherwise specifically stated herein, this Letter of Credit is subject to and governed by the Uniform Customs and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce (ICC) Publication No. 600 (the “UCP 600”); provided that if this Letter of Credit expires during an interruption of our business as described in Article 36 of the UCP 600, we will honor drafts presented in compliance with this Letter of Credit within thirty (30) days after the resumption of our business and effect payment accordingly.

The electronic copy of this Letter of Credit shall be the operative instrument until such time as the original is received. This Letter of Credit can be amended or terminated by facsimile, e-mail or other electronic transmission.

The law of the State of New York shall apply to any matters not covered by the UCP 600.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX G – FORM OF LETTER OF CREDIT
For telephone assistance regarding this Letter of Credit, please contact us at [insert number and any other necessary details].

Very truly yours,
[insert name of issuing bank]
By:

Authorized Signature
Name:
[print or type name]
Title:
[Each page of the Letter of Credit shall contain a header or footer showing the Letter of Credit number and page number]

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX G – FORM OF LETTER OF CREDIT
Exhibit A SIGHT DRAFT
TO
[INSERT NAME AND ADDRESS OF PAYING BANK]
AMOUNT: $ DATE:

AT SIGHT OF THIS DEMAND PAY TO THE ORDER OF [CCA] THE AMOUNT OF U.S. $ U.S.

DOLLARS)

DRAWN UNDER
[INSERT NAME OF ISSUING BANK]
LETTER OF CREDIT NO. XXXXXX.

REMIT FUNDS AS FOLLOWS:
[INSERT PAYMENT INSTRUCTIONS]
DRAWER:

BY:

NAME AND TITLE:
*** End of Appendix G ***

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX H – FORM OF GENERAL CONSENT TO

ASSIGNMENT
APPENDIX H – FORM OF GENERAL CONSENT TO ASSIGNMENT

CONSENT TO ASSIGNMENT AND AGREEMENT
This Consent to Assignment and Agreement (“CTA”) is by and between [CCA] (“Buyer”), [describe CCA], [Counterparty] (“Assignor”),
[Enter type of company] and
[Enter Assignee Name] (“Assignee’), [Enter type of
company]. Buyer, Assignor and Assignee are sometimes referred to herein individually as “Party” and collectively as the “Parties”.

Buyer hereby consents to the assignment by Assignor to Assignee of the entirety of the rights, title and interest Assignor may have in and to the agreements described on Exhibit A attached hereto and incorporated herein by this reference the “Assigned Agreement(s)”, for the [Capacity_kW] [Fuel] project named [Facility_description]
([Buyer Identification or Log No.] [Buyer_Lognum]), located at [Facility_Street_Address] [Facility_City], [Facility_State] [Plant_Zip_code], as of the date of last signature hereunder (the “Effective Date”) under the following terms and conditions:

1. Assignor and Assignee recognize and acknowledge that Buyer makes no representation or warranty, expressed or implied, that Assignor has any right, title, or interest in the Assigned Agreement(s).

Assignee is responsible for satisfying itself as to the existence and extent of Assignor's right, title, and interest in the Assigned Agreement(s) and Assignor and Assignee expressly release Buyer from any liability resulting from or related to this CTA, including assignment for security if any, to which Buyer is consenting herein. Assignee and Assignor further release Buyer from any liability for consenting to any future assignments of the Agreement(s) by Assignee or Assignor.

2. Assignee hereby agrees that Assignee shall be jointly and severally liable to Buyer for each and every duty and obligation in the Assigned Agreement(s) now the sole responsibility of Assignor. To this end, Assignee hereby agrees to assume each and every such duty and obligation, including, but not limited to, satisfying the Collateral Requirements in the Assigned Agreements.

3. Assignor and Assignee hereby agree that they shall hold Buyer harmless from, and be jointly and severally liable to Buyer for, any third-party claims, losses, liabilities, damages, costs or expenses (including, without limitation, any direct, indirect or consequential claims, losses, liabilities, damages, costs or expenses, including legal fees) in connection with or arising out of any of the transactions contemplated by the assignment or this CTA.

4. Assignee acknowledges that the assignment of rights to it may be subject to previous assignments, liens or claims executed or arising prior to the Effective Date. Assignee agrees that it takes this assignment subject to any defenses or causes of action Buyer may have against Assignor.

5. Assignee hereby agrees that it will not assign any of the rights, title or interest in, or the duties and obligations under the Assigned Agreement(s) without the prior written consent of Buyer, unless otherwise specifically provided under the Assigned Agreement(s).

6. Assignor hereby requests that Buyer (i) henceforth make any payments which shall become due under the Assigned Agreement(s) to Assignee and (ii) substitute Assignee for Assignor as the notice addressee under the Assigned Agreement(s). Assignor releases Buyer from all liability for

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX H – FORM OF GENERAL CONSENT TO

ASSIGNMENT
making payment to Assignee, and Assignee releases Buyer from all liability for failure to direct such payments to Assignee rather than Assignor.

7. All notices hereunder shall be in writing and shall be effective when received; for purposes of this CTA, notices shall be deemed received (i) at the close of business on the date of receipt, if delivered by hand, or (ii) at the time and on the date of receipt of a facsimile, or (iii) when signed for by recipient, if sent via registered or certified mail, postage prepaid, or via courier; provided that, such notice was properly addressed to the appropriate address indicated on the signature page hereof or to such other address as a Party may designate by prior written notice to the other Parties.

8. Assignee and Assignor each agree that Buyer shall have (and Buyer hereby expressly reserves) the right to set off or deduct from payments due to Assignor, each and every amount due Buyer from Assignor arising out of or in connection with the Assigned Agreements in accordance with the terms of such Assigned Agreements or in accordance with applicable law. Assignee further agrees that it takes this assignment subject to any defenses or causes of action Buyer may have against Assignor.

9. Assignee and Assignor agree that any change in payment notification will become effective within 30 days receipt of written notice.

10. Other than as explicitly provided herein, this CTA is neither a modification of nor an amendment to the Assigned Agreement(s).

11. The Parties hereto agree that this CTA shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction.

12. No term, covenant or condition hereof shall be deemed waived and no breach excused unless such waiver or excuse shall be in writing and signed by the Party claimed to have so waived or excused. [CCA, describe]
[CCA address]
By:

Name:

Title:

Dated:

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX H – FORM OF GENERAL CONSENT TO

ASSIGNMENT
Assignor:
[Mailing_Street_Address]
[Mailing_City], [Mailing_State]
[Mailing_Zip_code]
Attn: [Enter title]
Assignee:
[Enter Assignee Address]
Attn: [Enter title]
[Counterparty], [Enter type of company]
By:

Name:

Title:

Dated:
[Enter Assignee company name], [Enter type of
company]
By:

Name:

Title:

Dated:

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX H – FORM OF GENERAL CONSENT TO

ASSIGNMENT
Exhibit A
Description of Assigned Agreement(s)

1. (List all relevant agreements between Buyer and Counterparty)

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX H – FORM OF GENERAL CONSENT TO

ASSIGNMENT
Exhibit B
Notices List for Assignee
Name: [Seller’s Name], a [include place of
formation and business type] (“Seller”)
All Notices: [Seller to complete]
Delivery Address:

Street:

City: State: Zip:

Mail Address: (if different from above) Attn:

Phone:

Facsimile:

Email:

DUNS:

Federal Tax ID Number:

Invoices:

Attn:

Phone:

Facsimile:

Email:

Scheduling:

Attn:

Phone:

Facsimile:

Email:

Payments:

Attn:

Phone:

Facsimile:

Email:

Wire Transfer:

BNK:

ABA:

ACCT:

Credit and Collections:

Attn:

Phone:

Facsimile:

Email:

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX H – FORM OF GENERAL CONSENT TO

ASSIGNMENT
With additional Notices of an Event of Default
to Contract Manager:

Attn:

Phone:

Facsimile:

Email:
*** End of Appendix H ***

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX I – FORM OF FINANCING CONSENT TO

ASSIGNMENT
APPENDIX I – FORM OF FINANCING CONSENT TO ASSIGNMENT

CONSENT AND AGREEMENT
This CONSENT AND AGREEMENT (“Consent and Agreement”) is entered into as of [ , 2 ], between [CCA] (“Buyer”), and [ ],
as collateral agent (in such capacity, “Financing Provider”) providing financing to [ ] (“Seller”). Buyer, Seller, and the Financing Provider shall each individually be referred to a “Party” and collectively as the “Parties.” Recitals
A. Pursuant to that certain Power Purchase Agreement dated as of , 2 (as amended, modified, supplemented or restated from time to time, as including all related agreements, instruments and documents, collectively, the “Assigned Agreement” and identified in Exhibit A) between Buyer and Seller, Buyer has agreed to purchase energy from Seller.

B. The Financing Provider has provided, or have agreed to provide, to Seller financing (including a financing lease) pursuant to one or more agreements (the “Financing Documents”), and require that Financing Provider be provided certain rights with respect to the “Assigned Agreement” and the “Assigned Agreement Accounts,” each as defined below, in connection with such financing.

C. In consideration for the execution and delivery of the Assigned Agreement, Buyer has agreed to enter into this Consent and Agreement for the benefit of Seller and Financing Provider.

Agreement

1. Definitions. Any capitalized term used but not defined herein shall have the meaning specified for such term in the Assigned Agreement.

2. Consent. Subject to the terms and conditions below, Buyer consents to and approves the pledge and assignment by Seller to Financing Provider pursuant to the Financing Documents of (a) the Assigned Agreement, and (b) the accounts, revenues and proceeds of the Assigned Agreement (collectively, the “Assigned Agreement Accounts”).

3. Limitations on Assignment. Financing Provider acknowledges and confirms that, notwithstanding any provision to the contrary under applicable law or in any Financing Document executed by Seller, Financing Provider shall not assume, sell or otherwise dispose of the Assigned Agreement (whether by foreclosure sale, conveyance in lieu of foreclosure or otherwise) unless, on or before the date of any such assumption, sale or disposition, Financing Provider or any third party, as the case may be, assuming, purchasing or otherwise acquiring the Assigned Agreement (a) cures any and all defaults of Seller under the Assigned Agreement which are capable of being cured and which are not personal to the Seller, (b) executes and delivers to Buyer a written assumption of all of Seller’s rights and obligations under the Assigned Agreement in form and substance reasonably satisfactory to Buyer, (c) otherwise satisfies and complies with all requirements of the Assigned Agreement, (d) provides such tax and enforceability assurance as Buyer may reasonably request, and (e) is a Permitted Transferee (as defined below).

Financing Provider further acknowledges that the assignment of the Assigned Agreement and the Assigned Agreement Accounts is for security purposes only and that Financing Provider has no rights under the Assigned Agreement or the Assigned Agreement Accounts to enforce the provisions of the Assigned Agreement or the Assigned Agreement Accounts unless and until an event of default has occurred and is continuing under the Financing Documents between Seller and Financing Provider (a

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX I – FORM OF FINANCING CONSENT TO

ASSIGNMENT
“Financing Default”), in which case Financing Provider shall be entitled to all of the rights and benefits and subject to all of the obligations which Seller then has or may have under the Assigned Agreement to the same extent and in the same manner as if Financing Provider were an original party to the Assigned Agreement. “Permitted Transferee” means any person or entity who is reasonably acceptable to Buyer. Financing Provider may from time to time, following the occurrence of a Financing Default, notify Buyer in writing of the identity of a proposed transferee of the Assigned Agreement, which proposed transferee may include Financing Provider, in connection with the enforcement of Financing Provider’s rights under the Financing Documents, and Buyer shall, within thirty (30) business days of its receipt of such written notice, confirm to Financing Provider whether or not such proposed transferee is a “Permitted Transferee” (together with a written statement of the reason(s) for any negative determination) it being understood that if Buyer shall fail to so respond within such thirty (30) business day period such proposed transferee shall be deemed to be a “Permitted Transferee”.

4. Cure Rights.
(a) Notice to Financing Provider by Buyer. Buyer shall, concurrently with the delivery of any notice of an event of default under the Assigned Agreement (each, an “Event of Default”) to Seller (a “Default Notice”), provide a copy of such Default Notice to Financing Provider pursuant to Section 9(a) of this Consent and Agreement. In addition, Seller shall provide a copy of the Default Notice to Financing Provider the next business day after receipt from Buyer, independent of any agreement of Buyer to deliver such Default Notice. (b) Cure Period Available to Financing Provider Prior to Any Termination by Buyer. Upon the occurrence of an Event of Default, subject to (i) the expiration of the relevant cure periods provided to Seller under the Assigned Agreement, and (ii) Section 4(a) above, Buyer shall not terminate the Assigned Agreement unless it or Seller provides Financing Provider with notice of the Event of Default and affords Financing Provider an Additional Cure Period (as defined below) to cure such Event of Default. For purposes of this Agreement “Additional Cure Period” means (i) with respect to a monetary default, ten (10) days in addition to the cure period (if any) provided to Seller in the Assigned Agreement, and (ii) with respect to a non-monetary default, thirty (30) days in addition to the cure period (if any) provided to Seller in the Assigned Agreement.
(c) Failure by Buyer to Deliver Default Notice. If neither Buyer nor Seller delivers a Default Notice to Financing Provider as provided in Section 4(a), the Financing Provider’s applicable cure period shall begin on the date on which notice of an Event of Default is delivered to Financing Provider by either Buyer or Seller. Except for a delay in the commencement of the cure period for Financing Provider and a delay in Buyer’s ability to terminate the Assigned Agreement (in each case only if both Buyer and Seller fail to deliver notice of an Event of Default to Financing Provider), failure of Buyer to deliver any Default Notice shall not waive Buyer’s right to take any action under the Assigned Agreement and will not subject Buyer to any damages or liability for failure to provide such notice.
(d) Extension for Foreclosure Proceedings. If possession of the Project (as defined in the Assigned Agreement) is necessary for Financing Provider to cure an Event of Default and Financing Provider commences foreclosure proceedings against Seller within thirty (30) days of receiving notice of an Event of Default from Buyer or Seller, whichever is received first, Financing Provider shall be allowed a reasonable additional period to complete such foreclosure proceedings, such period not to exceed ninety (90) days; provided, however, that Financing Provider shall provide a written notice to Buyer that it intends to commence foreclosure proceedings with respect to Seller within ten (10) business days of receiving a notice of such Event of Default from Buyer or Seller, whichever is received first. In the event Financing Provider succeeds to Seller’s interest in the Project as a result of foreclosure proceedings, the

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX I – FORM OF FINANCING CONSENT TO

ASSIGNMENT
Financing Provider or a purchaser or grantee pursuant to such foreclosure shall be subject to the requirements of Section 3 of this Consent and Agreement.

5. Setoffs and Deductions. Each of Seller and Financing Provider agrees that Buyer shall have the right to set off or deduct from payments due to Seller each and every amount due Buyer from Seller whether or not arising out of or in connection with the Assigned Agreement. Financing Provider further agrees that it takes the assignment for security purposes of the Assigned Agreement and the Assigned Agreement Accounts subject to any defenses or causes of action Buyer may have against Seller.

6. No Representation or Warranty. Seller and Financing Provider each recognizes and acknowledges that Buyer makes no representation or warranty, express or implied, that Seller has any right, title, or interest in the Assigned Agreement or as to the priority of the assignment for security purposes of the Assigned Agreement or the Assigned Agreement Accounts. Financing Provider is responsible for satisfying itself as to the existence and extent of Seller’s right, title, and interest in the Assigned Agreement, and Financing Provider releases Buyer from any liability resulting from the assignment for security purposes of the Assigned Agreement and the Assigned Agreement Accounts.

7. Amendment to Assigned Agreement. Financing Provider acknowledges and agrees that Buyer may agree with Seller to modify or amend the Assigned Agreement, and that Buyer is not obligated to notify Financing Provider of any such amendment or modification to the Assigned Agreement. Financing Provider hereby releases Buyer from all liability arising out of or in connection with the making of any amendment or modification to the Assigned Agreement.

8. Payments under Assigned Agreement. Buyer shall make all payments due to Seller under the Assigned Agreement from and after the date hereof to [], as depositary agent, to ABA No. [ ], Account No. [ ], and Seller hereby irrevocably consents to any and all such payments being made in such manner.

Each of Seller, Buyer and Financing Provider agrees that each such payment by Buyer to such depositary agent of amounts due to Seller from Buyer under the Assigned Agreement shall satisfy Buyer’s corresponding payment obligation under the Assigned Agreement.

9. Miscellaneous.
(a) Notices. All notices hereunder shall be in writing and shall be deemed received (i) at the close of business of the date of receipt, if delivered by hand or by facsimile or other electronic means, or (ii) when signed for by recipient, if sent registered or certified mail, postage prepaid, provided such notice was properly addressed to the appropriate address indicated on the signature page hereof or to such other address as a party may designate by prior written notice to the other parties, at the address set forth below:

If to Financing Provider:

Name:

Address:

Attn:

Telephone:

Facsimile:

Email:

If to Buyer:

Name:

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX I – FORM OF FINANCING CONSENT TO

ASSIGNMENT
Address:

Attn:

Telephone:

Facsimile:

Email:
(b) No Assignment. This Consent and Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of Buyer, and shall be binding on and inure to the benefit of the Financing Provider and its respective successors and permitted transferees and assigns under the Financing Documents. (c) No Modification. This Consent and Agreement is neither a modification of nor an amendment to the Assigned Agreement.
(d) Choice of Law. The parties hereto agree that this Consent and Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction. (e) No Waiver. No term, covenant or condition hereof shall be deemed waived and no breach excused unless such waiver or excuse shall be in writing and signed by the party claimed to have so waived or excused.
(f) Counterparts. This Consent and Agreement may be executed in one or more duplicate counterparts, and when executed and delivered by all the parties listed below, shall constitute a single binding agreement.
(g) No Third Party Beneficiaries. There are no third party beneficiaries to this Consent and Agreement.
(h) Severability. The invalidity or unenforceability of any provision of this Consent and Agreement shall not affect the validity or enforceability of any other provision of this Consent and Agreement, which shall remain in full force and effect. (i) Amendments. This Consent and Agreement may be modified, amended, or rescinded only by writing expressly referring to this Consent and Agreement and signed by all parties hereto.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX I – FORM OF FINANCING CONSENT TO

ASSIGNMENT
IN WITNESS WHEREOF, each of Buyer and Financing Provider has duly executed this Consent and Agreement as of the date first written above.
(Financing Provider), as collateral agent
[CCA]
(Buyer)
(Signature) (Signature)
(Type/Print Name) (Type/Print Name)
(Title) (Title)
(Date) (Date)

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX I – FORM OF FINANCING CONSENT TO

ASSIGNMENT

ACKNOWLEDGEMENT
The undersigned hereby acknowledges the Consent and Agreement set forth above, makes the agreements set forth therein as applicable to Seller, including the obligation of Seller to provide a copy of any Default Notice it receives from Buyer to Financing Provider the next business day after receipt by Seller, and confirms that the Financing Provider identified above and the Secured Parties have provided or are providing financing to the undersigned. (Name of Seller)
(Signature)
(Type/Print Name)
(Title)
(Date)

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX I – FORM OF FINANCING CONSENT TO

ASSIGNMENT
Exhibit A
Description of Assigned Agreement(s)

1. (List all relevant agreements between Buyer and Counterparty) *** End of Appendix I ***

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX J – PROCEDURE FOR

DEMONSTRATION OF CONTRACT CAPACITY
APPENDIX J – PROCEDURE FOR DEMONSTRATION OF CONTRACT CAPACITY [The following Appendix J applies to all Facilities except for Facilities with a Nameplate Capacity greater than three megawatts]

1. Seller’s Notice of Demonstration Hour.

Seller shall provide Notice to Buyer of the date and hour selected by Seller during which Seller claims it has demonstrated the applicable Contract Capacity (“Demonstration Hour”).

2. Demonstration of Contract Capacity.
a) Unless Buyer provides timely Notice to Seller that additional days are required to substantiate data, Buyer shall, within thirty (30) days after Seller’s Notice of the Demonstration Hour, retrieve interval data downloaded from the meter specified in Section 5.2.1 or Check Meter, as applicable, for the twelve (12) hour periods before and after the Demonstration Hour; and b) Buyer may, at its sole discretion, complete a Site visit within thirty (30) days after Buyer’s receipt of Seller’s Notice of the Demonstration Hour to verify that the Facility was developed in accordance with the Facility and Site description set forth in the Cover Sheet.

3. Demonstrated Contract Capacity.

Unless Buyer provides timely Notice to Seller that additional days are required to substantiate data, Buyer shall within ten (10) Business Days after Buyer’s Site visit pursuant to Section 2 of this Appendix J provide Notice to Seller of the amount of the Demonstrated Contract Capacity.

4. Buyer’s Election of Demonstration Method.

Notwithstanding the foregoing, Buyer may, in its sole discretion, (a) require that Seller, at its own cost, provide a certified statement from a Licensed Professional Engineer verifying that the Facility was developed in accordance with the Facility and Site description set forth in the Cover Sheet and setting forth the Demonstrated Contract Capacity determined in accordance with this Appendix J as of the date of the certification (an “Engineer Report”) or (b) waive the requirement to demonstrate the Contract Capacity.

In the event that the Buyer waives demonstration of the Contract Capacity, the Demonstrated Contract Capacity will be deemed to be equal to the Contract Capacity specified in Section 2.1 of the Agreement. *** End of Appendix J ***

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX J – PROCEDURE FOR

DEMONSTRATION OF CONTRACT CAPACITY
APPENDIX J – PROCEDURE FOR DEMONSTRATION OF CONTRACT CAPACITY AND

NAMEPLATE CAPACITY
[The following Appendix J applies ONLY to Facilities with a Nameplate Capacity greater than three megawatts]

1. Seller’s Notice of Demonstration Hour.

Seller shall provide Notice to Buyer of the date and hour selected by Seller during which Seller claims it has demonstrated the applicable Contract Capacity (“Demonstration Hour”).

Seller’s Notice of Demonstration Date.

Seller shall provide at least thirty (30) days prior Notice to Buyer of the date selected by Seller (“Demonstration Date”) during which Seller intends to demonstrate the Nameplate Capacity. Upon Buyer’s request, Seller shall make reasonable efforts to reschedule the Demonstration Date.

2. Demonstration of Contract Capacity.
a) Unless Buyer provides timely Notice to Seller that additional days are required to substantiate data, Buyer shall, within thirty (30) days after Seller’s Notice of the Demonstration Hour, retrieve interval data downloaded from the meter specified in Section 5.2.1 or Check Meter, as applicable, for the twelve (12) hour periods before and after the Demonstration Hour; and b) Subject to Section 4 of this Appendix J, Buyer may, at its sole discretion, complete a Site visit on the Demonstration Date to verify that the Facility was developed in accordance with the Facility and Site description set forth in the Cover Sheet and to determine the Demonstrated Nameplate Capacity.

3. Demonstrated Contract Capacity and Demonstration of Nameplate Capacity Unless Buyer provides timely Notice to Seller that additional days are required to substantiate data, Buyer shall within ten (10) Business Days after Buyer’s Site visit pursuant to Section 2 of this Appendix J provide Notice to Seller of the amount of the Demonstrated Contract Capacity and the amount of Demonstrated Nameplate Capacity.

4. Buyer’s Election of Demonstration Method.

Notwithstanding the foregoing, Buyer may, in its sole discretion, (a) require that Seller, at its own cost, provide a certified statement from a Licensed Professional Engineer verifying that the Facility was developed in accordance with the Facility and Site description set forth in the Cover Sheet and setting forth the Demonstrated Contract Capacity and the Demonstrated Nameplate Capacity determined in accordance with this Appendix J as of the date of the certification (an “Engineer Report”) or (b) waive the requirement to demonstrate the Contract Capacity or the requirement to demonstrate the Nameplate Capacity.

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX J – PROCEDURE FOR

DEMONSTRATION OF CONTRACT CAPACITY
In the event that the Buyer waives demonstration of the Contract Capacity, the Demonstrated Contract Capacity will be deemed to be equal to the Contract Capacity specified in Section 2.1 of the Agreement.

In the event that the Buyer waives demonstration of the Nameplate Capacity, the Demonstrated Nameplate Capacity will be deemed to be equal to the Nameplate Capacity specified in Section

2.1 of the Agreement.
*** End of Appendix J ***

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX K-1 – QF EFFICIENCY MONITORING
PROGRAM – COGENERATION DATA

REPORTING
FORM
APPENDIX K-1 – QF EFFICIENCY MONITORING PROGRAM – COGENERATION DATA

REPORTING FORM
[Previous Year]
I. Name and Address of Project
Name:

Street:

City: State: Zip Code:

ID No.: Generation Nameplate (kW):

II. In Operation: □ Yes □ No
III. Can your facility dump your thermal output directly to the environment? □ Yes □ No IV. Ownership
Ownership
Name Address (%) Utility
1 Y N
2 Y N
3 Y N
4 Y N
5 Y N
V. [PrevYear] Monthly Operating Data
• Indicate the unit of measure used for your Useful Thermal Energy Output if other than mBTUs: BTUs Therms mmBTUs
If Energy Input is natural gas, use the Lower Heating Value (LHV) as supplied by Gas Supplier.

Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Yearly Total
(1) Useful Power Output is the electric or mechanical energy made available for use from the facility. *** End of Appendix K-1 ***
Useful Power Output (1)
(kWh)
Energy Input (Therms)
(mmBTU)
Useful Thermal Energy
Output (mmBTU)

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX K-2 – FUEL USE STANDARDS – SMALL

POWER PRODUCER DATA REPORTING FORM
APPENDIX K-2 – FUEL USE STANDARDS – SMALL POWER PRODUCER DATA

REPORTING FORM
[Previous Year]
ID No.

I. Name and Address of Facility (“Project”)
Name:

Street:

City: State: Zip Code:

Generation Nameplate (kW):

II. Primary Energy: □ Biomass □ Biogas
III. Ownership
Name
1 2
3 4
5 Address
Ownership
(%) Utilit
y Y N
Y N
Y N
Y N
Y N
IV. [PrevYear] Monthly Operating Data
Useful Power
Output (1)
(kWh)
Primary Energy
Source (2)
(mmBTU)
Supplementary
Energy Source (3)
(mmBTU)
Total Energy Input (4)
(mmBTU)
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Total
(1) Useful Power Output is the electric or mechanical energy made available for use from the facility. (2) The Primary Energy Source must correspond to the Fuel Resource Category identified in Section A(i) of the Cover Sheet. Use Lower Heating Value (LHV)
(3) Please use Total Energy Input to include all energy sources: primary, supplementary, and auxiliary power from outside the facility.
*** End of Appendix K-2 ***

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX K-3 – FUEL USE STANDARDS – MULTI-FUEL MONTHLY DATA REPORTING FORM APPENDIX K-3 – FUEL USE STANDARDS – MULTI-FUEL MONTHLY DATA REPORTING FORM [The following Appendix K-3 appliesto all Projects utilizing Eligible Directed Biogas and For Projects using fuel for Station Use that is not from a Fuel Resource Category]
[Previous Month]
ID No.

I. Name and Address of Facility (“Project”)
Name:

Street:

City: State: Zip Code:

II.

III
.

Generation Nameplate (kW):

Predominant BioMAT Category:

Secondary Fuel Use:
□ Category 1 □ Category 2 □ Category 3
□ Category 1 □ Category 2 □ Category 3
IV. Eligible Directed Biogas BioMAT Category (check those that apply): □ Category 1 □ Category 2 □ Category 3 V. [Previous Month] Monthly Operating Data
Seller to enter zero (0) if no such fuel was used during the applicable month.

Injected Withdrawn Station Use
Useful
Power
Output
(1)
(kWh)
Predominant
BioMAT Fuel
Use (2)(3)
(mmBTU)
Category
1 Onsite
Fuel Use
(3)
(mmBTU)
Category
2 [Other
Ag/ Dairy]
Onsite
Fuel Use
(3)
(mmBTU)
Category
3 Onsite
Fuel Use
(3)
(mmBTU)
Category
1 Directed
Biogas
Fuel Use
(3)
(mmBTU)
Category
2 [Other
Ag/ Dairy]
Directed
Biogas
Fuel Use
(3)
(mmBTU)
Category
3 Directed
Biogas
Fuel Use
(3)
(mmBTU)
Natural Gas
Fuel Use (3)
(mmBTU)
Renewable
Non-BioMAT
Eligible Fuel
Use (3)
(mmBTU)
Non-Renewable
Non-BioMAT
Eligible Fuel
Use (3)
(mmBTU)
Total
Energy
Input (3)
(mmBTU)
Jan
Feb

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX K-3 – FUEL USE STANDARDS – MULTI-FUEL MONTHLY DATA REPORTING FORM Injected Withdrawn Station Use
Useful
Power
Output
(1)
(kWh)
Predominant
BioMAT Fuel
Use (2)(3)
(mmBTU)
Category
1 Onsite
Fuel Use
(3)
(mmBTU)
Category
2 [Other
Ag/ Dairy]
Onsite
Fuel Use
(3)
(mmBTU)
Category
3 Onsite
Fuel Use
(3)
(mmBTU)
Category
1 Directed
Biogas
Fuel Use
(3)
(mmBTU)
Category
2 [Other
Ag/ Dairy]
Directed
Biogas
Fuel Use
(3)
(mmBTU)
Category
3 Directed
Biogas
Fuel Use
(3)
(mmBTU)
Natural Gas
Fuel Use (3)
(mmBTU)
Renewable
Non-BioMAT
Eligible Fuel
Use (3)
(mmBTU)
Non-Renewable
Non-BioMAT
Eligible Fuel
Use (3)
(mmBTU)
Total
Energy
Input (3)
(mmBTU)
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Total
(Year-to-Date)
(1) Useful Power Output is the electric or mechanical energy made available for use from the Facility. (2) The predominant energy source must correspond to the Fuel Resource Category identified in Section A(i) of the Cover Sheet. (3) Use Higher Heating Value (HHV).
*** End of Appendix K-3 ***

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX L – FORM OF FUEL ATTESTATION
APPENDIX L – FORM OF FUEL ATTESTATION
[The following Appendix L appliesto all Projects EXCEPT Projects with a High Hazard Fuel Requirement. Referencesto Section 4.4.4, Contract Quarter, and the Quarterly Fuel Attestation Deadline are only applicable to HHZ Category 3 Projects] [Sellers Letterhead]
[Date]
[CCA]
Attn:

Street Address
City, State Zip
Subject: Bioenergy Market Adjusting Tariff Power Purchase Agreement (“BioMAT PPA”) by and between [CCA] and [Insert Seller’s full legal name], a [Insert Seller’s form of entity and state of registration] (“Seller”) – Fuel Attestation
Dear Sir or Madam:

Pursuant to Section [4.4.3][4.4.4] of the BioMAT PPA, Seller submits to [CCA] this Fuel Attestation for the Contract [Year] [Quarter] that ended on [Date] [(“Contract Year”)] [(“Contract Quarter”)]). Seller hereby represents and warrants that:

1. This Fuel Attestation [is] [is not] submitted on or prior to the [Annual Fuel Attestation Due Date] [Quarterly Fuel Attestation Deadline].

2. The fuel resource(s) Seller used or caused to be used to operate the Facility during the Contract Year (Fuel Use) [met] [did not meet] the Fuel Resource Requirements. [For Annual Fuel Attestation Only]

3. Fuel Use during the Contract [Year] [Quarter] was as follows:

Add additional rows to separately report Fuel Resource Category quantities from on-Site supply and Eligible Directed Biogas.

Fuel Resource Category Fuel Volume (1)
Fuel Consumption
(mmBTU)
Total
Generation
(MWh)
[Annual]
[Quarter] Fuel
Use Percentage
Category 1 (wastewater treatment)
Category 1 (municipal organic waste
diversion)
Category 1 (food processing)
Category 1 (codigestion)
Category 2 (Dairy)
Category 2 (Other Agricultural)
Category 3 (fire threat reduction)
Category 3 (fire safe clearance activities)

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX L – FORM OF FUEL ATTESTATION
Fuel Resource Category Fuel Volume (1)
Fuel Consumption
(mmBTU)
Total
Generation
(MWh)
[Annual]
[Quarter] Fuel
Use
Percentage
Category 3 (infrastructure clearance
projects)
Category 3 (other sustainable forest
management)
Category 3 (High Hazard Fuel)
Total
(1) For Fuel Volume, use Bone Dry Ton for solid fuel and cubic feet (ft3) for gaseous fuel.

4. The calculation used by the Seller to calculate Fuel Use through the delivery term is as follows:

Fuel Use Percentage:

𝐴𝐴
𝐵𝐵
A = Fuel Use during the [(“Contract Year”)] [(“Contract Quarter”)] B = Total Fuel Use in the [(“Contract Year”)] [(“Contract Quarter”)] Capitalized terms used but not otherwise defined in this letter have the meanings set forth in the BioMAT PPA. [Insert Seller’s full legal name, form of entity and state of registration] By:

Name:

Title:
*** End of Appendix L ***

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX L – FORM OF FUEL ATTESTATION
APPENDIX L – FORM OF FUEL ATTESTATION
[The following Appendix L applies ONLY to Projects with a High Hazard Fuel Requirement.] [Sellers Letterhead]
[Date]
[CCA]
Attn:

Pursuant to Section [4.4.3][4.4.4] of the BioMAT PPA, Seller submits to [CCA] this [Annual] [Quarterly] Fuel Attestation for the Calendar [Year] [Quarter] that ended on [Date] [(“Calendar Year”)] [(“Calendar Quarter”)]).

Seller hereby represents and warrants that:

1. This [Annual] [Quarterly] Fuel Attestation [is] [is not] submitted on or prior to the [Annual High Hazard Fuel Attestation Deadline] [Quarterly High Hazard Fuel Attestation Deadline].

2. The fuel resource(s) Seller used or caused to be used to operate the Facility during the Calendar Year (Fuel Use) [met] [did not meet] the Fuel Resource Requirements and High Hazard Fuel Requirement. [For Annual Fuel Attestation Only]

3. Fuel Use during the Calendar [Year] [Quarter] was as follows:

Fuel Resource Category
Volume of Fuel
Delivered (BDT) Fuel Use
(BDT)(1)
Total
Metered
Generation
(MWh)
[Annual]
[Quarterly]
Fuel Use
Percentage
Category 1 (wastewater treatment)
Category 1 (municipal organic waste
diversion)
Category 1 (food processing)
Category 1 (codigestion)
Category 2 (Dairy)
Category 2 (Other Agricultural)
Category 3 (fire threat reduction)
Category 3 (fire safe clearance activities)
Category 3 (infrastructure clearance
projects)

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX L – FORM OF FUEL ATTESTATION
Fuel Resource Category
Volume of Fuel
Delivered (BDT) Fuel Use
(BDT)(1)
Total
Metered
Generation
(MWh)
[Annual]
[Quarterly]
Fuel Use
Percentage
Category 3 (other sustainable forest
management)
Category 3 (High Hazard Fuel)
Total
(1) If Fuel Use is eligible for more than one subcategory within a Fuel Resource Category, choose the most relevant subcategory to prevent double counting.

4. The calculation used by the Seller to calculate Fuel Use Percentage for each applicable Fuel Resource Category throughout the Delivery Term is as follows:

Fuel Use Percentage:

𝐴𝐴
𝐵𝐵
x 100
A = Fuel Use during the [(“Calendar Year”)] [(“Calendar Quarter)] from the applicable Fuel Resource Category B = Total Fuel Use during the [(“Calendar Year”)] [(“Calendar Quarter)]

5. [Annual Fuel Attestation Only] Fuel Use during the Calendar Year is documented in the attached Microsoft Excel Spreadsheet (“Annual Fuel Usage Log”), using the template provided by Buyer after execution of this Agreement. Buyer may make reasonable changes to the template to accommodate additional information on High Hazard Fuel and Fuel Use during the Calendar Year. Seller and Buyer will use the Fuel Use Log to calculate the Category 3 Fuel Use Percentage and High Hazard Fuel Use Percentage to determine compliance with the Fuel Resource Requirements and High Hazard Fuel Requirement, respectively, using the formulas below:

Category 3 Fuel Use Percentage:

𝐴𝐴
𝐵𝐵
x 100
A = Category 3 Fuel Use delivered to and used by the Project during the [(“Calendar Year”)] B = Total Fuel Use delivered to and used by the Project during the [(“Calendar Year”)] High Hazard Fuel Use Percentage:

𝐴𝐴
𝐵𝐵
𝑥𝑥 100

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX L – FORM OF FUEL ATTESTATION
A = High Hazard Fuel Use delivered to and used by the Project during the [(“Calendar Year”)] B = Total Fuel Use delivered to and used by the Project during the [(“Calendar Year”)]

6. [Quarterly Fuel Attestation Only] Fuel volume delivered during the Calendar Quarter, and progress toward meeting the Fuel Resource Requirements and High Hazard Fuel Requirement, is documented in the attached Microsoft Excel Spreadsheet (“Quarterly Fuel Usage Log”), using the template provided by Buyer after execution of this Agreement. Buyer may make reasonable changes to the template to accommodate additional information on High Hazard Fuel and Fuel Use during the Calendar Year. Seller and Buyer will use the Quarterly Fuel Usage Log and the data provided in Section 3 of this Appendix L to monitor progress with the Fuel Resource Requirements and High Hazard Fuel Requirement. Data from the Quarterly Fuel Usage Log is accurately summarized in Section 3 of this Quarterly Fuel Attestation.

Capitalized terms used but not otherwise defined in this letter have the meanings set forth in the BioMAT PPA. [Insert Seller’s full legal name, form of entity and state of registration] By:

Name:

Title:
*** End of Appendix L ***

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX L – FORM OF FUEL ATTESTATION
APPENDIX L-1 – Verification of Fuel Source and Delivery [The following Appendix L-1 applies ONLY to Projects with a High Hazard Fuel Requirement.

This Appendix L-1 must be submitted with the Annual Fuel Attestation only] I, , am a Registered Professional Forester. I have reviewed the Seller’s [date] Annual Fuel Attestation, including the Annual Fuel Usage Log, and I have verified (1) that the High Hazard Fuel was harvested from the specific designated High Hazard Zone(s) as provided in the Seller’s [date] Annual Fuel Attestation; and (2) the volume of High Hazard Fuel from each referenced High Hazard Zone was delivered to the Project.

Capitalized terms used but not otherwise defined in this verification have the meanings set forth in the BioMAT PPA.
[Registered Professional Forester]
By:

Name:

Title:
*** End of Appendix L-1 ***

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX M – FUEL RESOURCE FAILURE CURE

REQUIREMENTS
APPENDIX M – FUEL RESOURCE FAILURE CURE REQUIREMENTS
[The following Appendix M appliesto all Projects except Projects with a High Hazard Fuel Requirement]

1. Seller may cure a Fuel Resource Failure as identified in Seller’s Annual Fuel Attestation if a), b) and c) are met:
a) Within five (5) Business Days of Buyer’s Notice of an Event of Default pursuant to Section

13.2.2.14, Seller notifies Buyer of Seller’s intent to utilize sufficient fuel eligible for the Facility’s Fuel Resource Category such that the Fuel Resource Requirements are met over the Fuel Performance Measurement Period as outlined in Section 1(b) herein; b) For a period not to exceed six (6) months immediately following Seller’s Notice above (“Fuel Resource Cure Period”), Seller submits to Buyer a monthly report within 10 days of the end of calendar month and in a form to be specified by Buyer that demonstrates compliance with the Fuel Resource Requirements; and
c) At the end of the Fuel Resource Cure Period Seller demonstrates Fuel Use measured over the period that commences at the beginning of the previous Contract Year to the end of the Fuel Resource Cure Period (“Fuel Performance Measurement Period”) such that A ≥ 80%, where:

A = B/C;
B = Fuel Use from the Fuel Resource Category identified in Section A(i) of the Cover Sheet over the Fuel Performance Measurement Period (as provided in the monthly report); and C = Total Fuel Use over the Fuel Performance Measurement Period (as provided in the monthly report)

2. At Buyer’s request Seller shall provide supporting documentation sufficient to verify that Seller’s claims in any attestations or reports are complete and accurate.

3. If in any Seller monthly compliance report, as referenced in Section 1.b of this Appendix M, Buyer determines, in its reasonable discretion, that it would be impossible for Seller to cure the Fuel Resource Failure during the remainder of the Fuel Resource Cure Period, Buyer shall have the right to terminate this Agreement.

If Seller demonstrates to Buyer’s reasonable satisfaction that Seller has cured the Fuel Resource Failure at the end of the Fuel Resource Cure Period, Buyer will provide Notice within thirty (30) days of receipt of the applicable report. *** End of Appendix M ***

BIOENERGY MARKET ADJUSTING TARIFF

POWER PURCHASE AGREEMENT
APPENDIX N – FORM LOW-VOLTAGE SIDE

METERING ATTESTATION
APPENDIX N – FORM OF LOW-VOLTAGE SIDE METERING ATTESTATION [The following Appendix N appliesto all Projects utilizing Low-voltage Side Metering] [Seller’s Letterhead]
[Date]
[CCA]
Attn:

Pursuant to Section 5.2.1.3 of the BioMAT PPA, Seller submits to [CCA] this Annual Low-voltage Side Metering Attestation (“Attestation”) for the Contract Year that ended on [Date] (“Contract Year”).

Capitalized terms used but not otherwise defined in this Attestation shall have the meanings set forth in the BioMAT PPA.

Seller hereby attests and certifies to [CCA] all of the following:

1. This Attestation [is] [is not] being submitted on or prior to the Annual Low-voltage Side Metering Attestation Deadline.

2. For the duration of the entire Contract Year, the CAISO revenue meter for the Project:
(a) operated in accordance with the Applicable Standards; and (b) was programmed to properly apply, and did properly apply, the Transformer and Line Loss Factor in accordance with the Applicable Standards.

The undersigned is authorized to execute this Attestation on behalf of Seller and has all requisite authority to bind Seller in accordance with the terms of the BioMAT PPA.
[Insert Seller’s full legal name, form of entity and state of registration] By:

Name:

Title:
*** End of Appendix N ***
[CCA Name]
Acknowledgements and Attestations Form
A new Acknowledgements and Attestations Form ("Form") outlining acknowledgments and attestations must be completed for each Project submitted to the BioMAT program. This Form is part of a complete Program Participation Request (“PPR”). Once saved and submitted this Form cannot be edited by an Applicant. If an Applicant cannot in good faith attest to and make the following acknowledgements at any point following PPR submission, the Applicant may not participate in the BioMAT program.

Applicant and Seller Information
Applicant Primary Contact Information
Applicant Name (displays linked field)
First Name (displays linked field)
Last Name (displays linked field)
Email (displays linked field)
Phone [office] (displays linked field)
Phone [mobile] (displays linked field)
Address (displays linked field)
Addr 2 (displays linked field)
City (displays linked field)
State/Province (displays linked field)
Zip Code (displays linked field)
Postal Code (displays linked field)
Applicant Secondary Contact Information
Company (displays linked field)
First Name (displays linked field)
Last Name (displays linked field)
Secondary Contact Email (displays linked field)
Secondary Contact Phone (displays linked field)
Alternate Mobile (displays linked field)
Seller and Developer Information
(required) Legal entity that will
be `Seller` in PPA:

Help Bubble Text: Enter the name of the legal entity that will be the Seller in the PPA. This is most likely a Special Purpose Entity [SPE] that is owned by the Applicant. If there is not a separate legal entity that will be the Seller in the PPA, the Applicant legal entity may be appropriate to enter into this field [in which case the Applicant legal entity will appear as both Seller and Applicant]. (required) Enter the name of the
developer or EPC (Engineering,
Procurement, and Construction)
entity. If in-house, please enter
seller entity name.

Relationship between Seller entity and Applicant entity Relationship between the Seller
and Applicant legal entities, if
different:

Help Bubble Text: Describe the relationship between the Seller and Applicant legal entities, if these entities are different. For example the Seller may be a legal entity called `Project 1, LLC` and the Applicant may be a legal entity called `Developer A`. The explanation may be that Developer A wholly owns Project 1, LLC, which is special purpose entity formed to hold the project assets, to raise non-recourse project financing, and serve as the Seller [i.e. counterparty to [CCA]] under the PPA.
(required) Seller Legal Entity
Type
- Select One -
Help Bubble Text: Please enter the legal entity type that describes the Seller's status (e.g. limited liability corporation, sole proprietorship, limited partnership). Please do not use abbreviations. This field will be a direct input into the PPA.

Seller Legal Entity Type
(Other)
Help Bubble Text: If ''Other'' is selected above, enter the legal entity type. (required) Seller's State of
Organization
- Select One -
Help Bubble Text: Please enter that state in which the Seller is organized. This field will be a direct input into the PPA.

Seller Address [Edit the information below if different from Applicant address] Help Bubble Text: Enter street address, city, state and zip for the Seller, if different from the Applicant address. (required) Street address:
(required) Seller City:
(required) Seller State:
- Select One -
(required) Seller Zip Code:

Seller Entity Ownership
Seller is assumed to have 100
percent ownership and control of
the Facility`s assets. Please
explain if this is not the case.

Applicant (company name) (displays linked field)
(required) Ownership Interest of
Applicant in Seller entity %
[ 0.00 - 100.00 ]
Help Bubble Text: Provide the percent ownership interest the Applicant has in the Seller entity. If the Applicant and Seller are the same entity, please enter 0% and provide the Additional Owners of the Seller entity.
(required) How many additional
entities or persons have
ownership interests in the Seller
entity?
- Select One -
Additional Owner #1
Applicant ID (if available)
Ownership Interest %
[ > 0.00 ]
List the names of all other
BioMAT Projects the Additional
Owner has an ownership interest
in and the applicable ownership
percentage of each Project
listed.

Additional Owner #2
Applicant ID (if available)
Ownership Interest %
[ > 0.00 ]
List the names of all other
BioMAT Projects the Additional
Owner has an ownership interest
in and the applicable ownership
percentage of each Project
listed.

Additional Owner #3
Applicant ID (if available)
Ownership Interest %
[ > 0.00 ]
List the names of all other
BioMAT Projects the Additional
Owner has an ownership interest
in and the applicable ownership
percentage of each Project
listed.

Additional Owner #4
Applicant ID (if available)
Ownership Interest %
[ > 0.00 ]
List the names of all other
BioMAT Projects the Additional
Owner has an ownership interest
in and the applicable ownership
percentage of each Project
listed.

Additional Owner #5
Applicant ID (if available)
Ownership Interest %
[ > 0.00 ]
List the names of all other
BioMAT Projects the Additional
Owner has an ownership interest
in and the applicable ownership
percentage of each Project
listed.

Additional Owner #6
Applicant ID (if available)
Ownership Interest %
[ > 0.00 ]
List the names of all other
BioMAT Projects the Additional
Owner has an ownership interest
in and the applicable ownership
percentage of each Project
listed.

Additional Owner #7
Applicant ID (if available)
Ownership Interest %
[ > 0.00 ]
List the names of all other
BioMAT Projects the Additional
Owner has an ownership interest
in and the applicable ownership
percentage of each Project
listed.

Total Ownership
Total Ownership (%)
(Total of : Ownership Interest of Applicant in Seller entity % + Ownership Interest % + Ownership Interest % + Ownership Interest % + Ownership Interest % + Ownership Interest % + Ownership Interest % + Ownership Interest %) Help Bubble Text: Total value must fall between 1 and 100 Total must add up to 100%. If it
does not, please explain why.

Facility Name and Location
Facility Name
(required) Facility [Project]
Name:

Help Bubble Text: Enter the name of the project/ facility. This is generally different from the Seller name and will be the name used when referring to the project. This field will be a direct input into the PPA.

Facility Address
Help Bubble Text: Enter street address, city, state and zip for the facility. If there is no precise street address, enter the nearest intersection [and/or other relevant locational description] (required) Facility Address:

Facility Address 2:

Nearest intersection:
(required) Facility City:
(required) Facility County:
(required) Facility State:
- Select One -
(required) Facility Zip Code:

Facility Longitude and Latitude
Help Bubble Text: Click 'Find on Map' to locate the longitude and latitude for the project so that it can be identified on a map, which will be displayed through this software application. You will have an opportunity to pinpoint the site location on this map. If you click 'Find on Map' again and select a new location, the longitude and latitude previously recorded for the project will be overwritten. (required) Facility Latitude:
[ -90.000000000000000 - 90.000000000000000 ]
(required) Facility Longitude:
[ -180.0000000000000 - 180.0000000000000 ]
(required) Parcel Numbers
Help Bubble Text: List all parcel numbers that are part of the Project site. (required) Existing land use

Help Bubble Text: e.g. active agriculture, commercial space, brownfield, forest, etc.

Fuel & Operations
Fuel Resource(s)
Fuel Resource Category:

Select the category that
corresponds with the applicable
Statewide Pricing Category for
the Fuel Resource Category as
defined in Section 14 of the
BioMAT Tariff
Category 1
Category 2
Category 3
Is your Category 2 facility Dairy
or Other Agriculture?
- Select One -
For Category 1 and Category 3
facilities, select the subcategory
that you intend to utilize as the
Project's primary Fuel Resource
Category described in Section
N.3 of the BioMAT Tariff.

Biogas - Codigestion
Biogas - Food Processing
Biogas - Municipal Organic Waste
Biogas - Wastewater Treatment
Biomass - Fire Safe Clearance Activities Reduction
Biomass - Fire Threat Reduction
Biomass - Infrastructure Clearance
Biomass or Biogas - Other Sustainable Forest Management Biomass or Biogas - High Hazard Fuel
(required) Provide a brief
explanation of proposed Fuel
Use from the selected Fuel
Resource Category and any
other Fuel Resource Categories
and subcategories as applicable
per the Fuel Resource
Requirements as outlined in
Section N.3 of the BioMAT
Tariff. Please include a
description of Eligible Directed
Biogas, Station Use, Site Host
Load, and PUC Code 218B
compliant third-party sales if
applicable.

Help Bubble Text: Reminder: All but Category 2 (Dairy) facilities are allowed to utilize up to 20% of their annual Fuel Use from other Fuel Resource Categories (required) Is this facility (will it
be) a Small Power Production
facility under PURPA?
Yes
No
Help Bubble Text: Check Yes or No. See PPA for requirements. (required) Is this facility (will it
be) a co-generation facility
under PURPA?
Topping-cycle cogeneration
Bottom-cycle cogeneration
Neither
Help Bubble Text: Check Yes or No. See PPA for requirements. (required) Will the facility use
Eligible Directed biogas?
Yes
No
Help Bubble Text: Please see the BioMAT PPA for the requirements for facilities using Eligible Directed Biogas.
(required) Will the facility use
fuel for Station Use that is not
from a BioMAT Fuel Resource
Category?
Yes
No
Help Bubble Text: Please see the BioMAT PPA for the requirements for facilities using fuel for Station Use that is not from a BioMAT Fuel Resource Category. (required) Which type of
metering will the facility
use?
High-voltage Side Metering
Low-voltage Side Metering
Help Bubble Text: This should correspond to the metering shown in the SLD and interconnection studies. Please see the BioMAT PPA for the requirements for High-voltage Side Metering and Low-voltage Side Metering.

CPUC Requested Information
Indicate whether the facility will
use any of the following
technology or processes:

Boiler [Direct Combustion]
Gasification
Pyrolysis
Anaerobic Digestion
Other [Indicate]
Other Technology or Process:

Indicate whether the facility will
use any of the following
technology or processes:

Boiler [Direct Combustion]
Gasification
Pyrolysis
Anaerobic Digestion
Other [Indicate]
Other Technology or Process:
(required) Indicate the primary
power generation technology
utilized:

Boiler
Reciprocating Engine
Gas Turbine Engine
Fuel Cell
Other [Indicate]
Other technology:
(required) For one year, indicate
the total fuel input in MMBTUs mmBTU [ > 0 ]
(required) For one year, indicate
the estimated amount of
feedstock to be consumed onsite:
- Units:
[Bone-Dry Tons];
[standard cubic feet biogas];
[standard cubic feet biomethane];
(required) - Amount:
[ > 0 ]
Provide any additional notes
about feedstock specification
here:

Operational Characteristics for Curtailment Orders
(required) Minimum operating
capacity (MW) [ 0.00 - 3.00 ]
(required) Ramp Rate
(MW/Minute) [ > 0.00 ]
(required) Maximum number of
Curtailment Orders per calendar
day
[ > 0 ]
(required) Maximum number of
start-ups per calendar day [ > 0 ]
(required) Advance notification
required for a Curtailment Order
(minutes)
[ > 0.00 ]
Other Operational Requirements
Start-up Time (if applicable, in
minutes) [ > 0.00 ]
Minimum Run Time after Start-Up (if applicable, in minutes) [ > 0.00 ] Minimum Down Time after
Shut-Down (if applicable, in
minutes)
[ > 0.00 ]
Other-Specify
Interconnection Information
(required) Interconnection
Queue Number:

Format is generally ####-XX. If
no queue number, enter N/A

Help Bubble Text: As provided by the interconnecting IOU or the CAISO.

For Category 3 facilities, is the
interconnection queue number
active?
Yes
No
(required) Interconnection Point
on Distribution Network:

Help Bubble Text: Describe physical interconnection point to IOU or CAISO system. (required) Service voltage
[kV]:

Help Bubble Text: Enter voltage at Interconnection Point (in kV) (required) Delivery Point on
Transmission Network:

Help Bubble Text: Delivery Point is the point of interconnection with the CAISO Grid (e.g. Tracy Bank 2 at 115kV).
(required) Estimated
Interconnection Commercial
Operation Date
[ 06/01/2013 - 12/31/2028 ]
Help Bubble Text: Enter the estimated milestone for Commercial Operation cited in the interconnection documentation submitted as part of this PPR. To qualify for a PPA, this date must be within 36 months of the execution date of the PPA. (required) Network Upgrade
Amount:

Enter the Network Upgrade
Amount (rounded to nearest
dollar) from the Facility's most
recent interconnection
documentation. If no Network
Upgrades are required, enter
zero.
[ > 0.00 ]
Help Bubble Text: See BioMAT Tariff's Eligibility Criteria.

Other PPA Terms
(required) Expected Commercial
Operation Date under BioMAT
PPA [MM/DD/YYYY]:
[ 01/01/1970 - 12/31/2028 ]
Help Bubble Text: Enter the estimated date for commercial operation under a BioMAT PPA. To qualify for a PPA, this date must be within 36 months of the execution date of the PPA.
(required) Nameplate
[MW]:This field should
correspond to generator
nameplate in the interconnection
study.
[ 0.001 - 5.000 ]
(required) Contract Capacity
[MW]:
[ 0.001 - 3.000 ]
Help Bubble Text: As defined in Appendix A of the PPA. (Must not exceed 3 MW). (required) Transaction Type:

Select excess sale if the facility
plans to serve electrical loads
(that are not Station Use) of
Seller or one or more third
parties conducted pursuant
to California Public Utilities
Code Section 218(b).

Full buy/sell
Excess sale
Help Bubble Text: See Section 2.3 of the PPA
(required) Delivery Term
[years]:
10 15
20 Help Bubble Text: See Section 2.5 of the PPA
Delivery Term Contract Quantity [MWh/Yr]
Contract Quantity factors into the Guaranteed Energy production calculation as described in PPA Section

12. Enter value for each year.

Help Bubble Text: Enter a Contract Quantity in MWhs for each Contract Year for the entire Delivery Term selected above. See section 2.2 of the PPA.

Contract Year 1:
[ 0.0 - 26,200.0 ]
Contract Year 2:
[ 0.0 - 26,200.0 ]
Contract Year 3:
[ 0.0 - 26,200.0 ]
Contract Year 4:
[ 0.0 - 26,200.0 ]
Contract Year 5:
[ 0.0 - 26,200.0 ]
Contract Year 6:
[ 0.0 - 26,200.0 ]
Contract Year 7:
[ 0.0 - 26,200.0 ]
Contract Year 8:
[ 0.0 - 26,200.0 ]
Contract Year 9:
[ 0.0 - 26,200.0 ]
Contract Year 10:
[ 0.0 - 26,200.0 ]
Contract Year 11:
[ 0.0 - 26,200.0 ]
Contract Year 12:
[ 0.0 - 26,200.0 ]
Contract Year 13:
[ 0.0 - 26,200.0 ]
Contract Year 14:
[ 0.0 - 26,200.0 ]
Contract Year 15:
[ 0.0 - 26,200.0 ]
Contract Year 16:
[ 0.0 - 26,200.0 ]
Contract Year 17:
[ 0.0 - 26,200.0 ]
Contract Year 18:
[ 0.0 - 26,200.0 ]
Contract Year 19:
[ 0.0 - 26,200.0 ]
Contract Year 20:
[ 0.0 - 26,200.0 ]
Existing Facility Information
(required) Is this an existing
Facility?
Yes
No
(required) Is the Facility
currently delivering under Net
Energy Metering (NEM)?
Yes
No
(required) Does this Facility
have an existing PPA?
Yes
No
Help Bubble Text: If the Facility is currently operating under Net Energy Metering, select 'No'. (required) Describe counterparty
and delivery obligations under
existing PPA. If none, enter
N/A:

Document Uploads
Examples of most of the documents listed below and a description of what each should contain can be found under the CCA or IOU public Program Documents tabs
PPA Documentation [files to be uploaded by Applicant]
(required) Table of Major
Components
Help Bubble Text: Must include equipment and specifications on sizing, manufacturer, voltage, etc. (required) Facility Layout
Drawing
Help Bubble Text: Must include elements as described in the PPA Cover Sheet (required) Site Map
Help Bubble Text: Must include elements as described in the PPA Cover Sheet (required) Single Line
Diagram
Help Bubble Text: Must include elements as described in the PPA Cover Sheet (required) Fuel Resource
Attestation
Help Bubble Text: Provide Applicant's planned annual Fuel Use by Fuel Resource Category percentages, in compliance with the Fuel Resource Requirements as provided in the BioMAT Tariff.

Forecast of the Useful Thermal
Output
Help Bubble Text: Required only for CHP facilities. Provide values for annual energy input (therms) and annual useful thermal energy output (mmBTU). See Appendix K-1 of PPA for reference.

Dedication of the Useful
Thermal Output
Help Bubble Text: Description of the Dedicated Use(s) of the Facility's Useful Thermal Energy Output.
(required) Milestones
Help Bubble Text: The template can be found in the CCA and/or IOU public Program Documents tab of the BioMAT Platform . For any items already complete, please either enter the date of completion if readily available or simply enter ''Complete''. Please note that the milestones are non-binding.
(required) Notices
Help Bubble Text: The template can be found in the CCA and/or IOU public Program Documents tab of the BioMAT Platform ..
(required) Legal Description of
Site
Help Bubble Text: A Legal Description of the Site should describe the metes and bounds of the Project Site and can often be found on a deed (e.g. That portion of South half of Northeast corner of Section 9, Township 25 south, ___ County, California, as more particularly described as follows: beginning at a point on the north line of said Northeast corner thereof bears S94°18'35''W).
(required) Most recent
interconnection
documentation
Help Bubble Text: Includes interconnection studies, Fast Track documentation or interconnection agreements. Interconnection applications do not fulfill this requirement (See Section D.6 of the BioMAT Tariff).
(required) Site Control
documentation
Help Bubble Text: Attach documentation that provides evidence of site control (e.g. a lease agreement, deed, etc.)
(required) Production Profile
Help Bubble Text: The total annual generation in your production profile should equal the Contract Quantity in your PPR. If you anticipate escalating output over the first few years, please model the larger value in the production profile as that is usually more representative of the output over the course of the delivery term. The production profile is not binding and is not included in the PPA, but is required for administrative and planning purposes.

Ownership Documentation
Help Bubble Text: Must provide upon Buyer's request (e.g. a copy of each of the articles of incorporation, certificate of incorporation, operating agreement or similar applicable organizational document of Seller as in effect, or anticipated to be in upon PPA execution.)
(required) GIS Map
Help Bubble Text: Acceptable file types are .gdb, .shp, .kml, or .kmz (required) Ownership
Organizational Chart
Help Bubble Text: Provide ownership documentation including an organizational chart of all entities with an ownership stake in the project, whether directly or indirectly through one or more intermediaries.

BIOENERGY MARKET ADJUSTING TARIFF

COMMUNITY CHOICE AGGREGATOR BALANCING ACCOUNT (BMCCABA)

STATEMENT
A. Purpose
The purpose of the Bioenergy Market Adjusting Tariff (BioMAT) Community Choice Aggregator (CCA) Balancing Account (BMCCABA) is to record the costs of CCAs participating in the BioMAT program. Each CCA participating in the BioMAT program will establish a BMCCABA to record the BioMAT forecasted revenue requirements, reflecting CCA BioMAT program costs, including: (1) Accion costs resulting from services performed under the CCAs’ Bioenergy Market Adjusting Tariff Program Website, Portal Development, and Third-Party Administration Agreement with Accion Group, LLC, and (2) power purchase agreement (PPA) costs, including net costs of generation procured from bioenergy projects (BioMAT Resources) under contract with a CCA pursuant to the requirements of each CCA’s Schedule BioMAT in accordance with Public Utilities Code Section 399.20 and California Public Utilities Commission (CPUC or Commission) Decisions (D.) 14-12-081, 15-09-004, 16-10-025, 20-08-043, and 23- 11-084. These net generation costs shall be the cost of the BioMAT Resources, less (1) Net California Independent System Operator (CAISO) Revenues, as defined below; (2) the Renewables Portfolio Standard (RPS) Value, as defined below; and (3) the Resource Adequacy (RA) Value, as defined below. Pursuant to D.23-11-084, CCA BioMAT program costs are to be recovered by the Investor- Owned Utilities (IOUs) through NBCs in IOU PPP surcharges from all customers.

B. Definitions
1) Total Authorized BMCCABA Revenue Requirement: The current Commission-adopted BMCCABA revenue requirement.
2) Net CAISO Market Revenues: Energy and ancillary services revenue earned by the BioMAT Resources, less any CAISO expenses (e.g., forward scheduling, market usage, bid transaction, system operation charges) incurred for the BioMAT Resources.
3) RPS Value: On a monthly basis, the RPS Value is determined by multiplying the Renewable Energy Credits (RECs) associated with the BioMAT Resources by the Forecast RPS Adder published by the Commission’s Energy Division pursuant to D.19-10-001. This amount is subject to true-up at the end of each year based on the Final RPS Adder published by the Commission’s Energy Division pursuant to D.19-10-001. The RPS Value is reflected as a credit in the BMCCABA.
4) RA Value: On a monthly basis, the RA Value is determined by multiplying the RA capacity associated with the BioMAT Resources by the Forecast RA 2 System Adder published by the Commission’s Energy Division pursuant to D.19-10- 001. This amount is subject to true-up at the end of each year based on the Final RA System Adder published by the Commission’s Energy Division pursuant to D.19-10-001. The RA Value is reflected as a credit in the BMCCABA.
5) Third-Party Costs: Pursuant to D.23-11-084, independent third-party costs will be shared equally between all investor-owned utilities and Community Choice Aggregators participating in BioMAT. Third-Party costs incurred by the CCA will be recorded in the BMCCABA so that the IOU may include the cost in its NBC. If the IOUs pay the Third-Party Costs on behalf of the CCAs, the CCAs will not seek recovery of such costs but will note in its budget forecast that the costs were incurred on behalf of the CCA. 6) Interest Rate: The Interest Rate shall be one-twelfth of the Federal Reserve three-month Commercial Paper Rate – Non-Financial, from Federal Reserve Statistical Release H.15 (expressed as an annual rate). If in any month a Non-Financial Rate is not published, CCA shall use the Federal Reserve three-month Commercial Paper Rate – Financial.

C. Operation of the BMNBCBA
Entries to the BMCCABA shall be determined as follows (on a monthly, quarterly, or annual basis as recorded data is available):
i. A debit entry equal to the costs of the BioMAT Contracts; ii. A credit entry equal to the Net CAISO Market Revenues; iii. A credit entry equal to the RPS Value;
iv. A credit entry equal to the RA Value;
vi. A debit entry of CCAs Third-Party Costs (if the costs are not paid by the IOUs); and
vii. An entry to record interest expense by applying the Interest Rate to the average monthly balance in the BMCCABA.

D. BMCCABA Review Procedures
CCA will include the recorded operation of the BMCCABA for the previous year in a Rule 2 Application filed annually on
September 1. The review of the BMCCABA will ensure that the entries made in the BMCCABA are stated correctly and are consistent with applicable Commission decisions.

E. Rate Changes
Pursuant to D.23-11-084, CCA’s forecasted revenue requirement will be incorporated in the IOU ERRA forecast application in the IOUs “October Update” if the 3 Commission has, at least 20 days prior to the IOU’s October Update filing deadline, issued a Resolution approving CCA’s Tier 3 Advice Letter forecasting its BioMAT revenue requirements. Otherwise, CCA’s forecasted revenue requirement will be included in the IOU’s year-end electric true-up or rate change advice letter submission and funds will be disbursed only after Commission approval disposition of the CCA Tier 3 Advice Letter and only in the amount approved within that disposition. Upon Commission approval of the CCA Tier 3 Advice Letter, CCA may record authorized costs in the BMCCABA and seek recovery by sending invoice forms to the IOU quarterly beginning April 1, 2025, to request quarterly payment of the amount authorized by the Commission, which payments shall be recorded in the BMCCABA. [CCA]

BIOENERGY MARKET ADJUSTING TARIFF
PROGRAM (BIOMAT PROGRAM) –

FUEL RESOURCE ATTESTATION
Together herewith, and in accordance with the BioMAT Bioenergy Market Adjusting Tariff (“BioMAT Tariff”), [Insert Applicant’s
full legal name], a [Insert Applicant’s
form of entity and state of registration] (“Applicant”), submits a Program Participation Request (“PPR”) for its electric generating Project to [CCA]. In order for such Project to be eligible for participation in the BioMAT Program, Applicant must, among other things, submit this attestation describing its planned Fuel Resource Category and its compliance with the Fuel Resource Requirements set forth in the BioMAT Tariff. Applicant hereby represents, warrants and covenants that:

1. The fuel resource(s) Applicant intends to use for such Project are eligible for the Renewables Portfolio Standard (RPS) in accordance with the California Energy Commission’s (CEC) RPS eligibility requirements.

2. The fuel resource(s) Applicant intends to use for such Project meet(s) the definition and requirements of one of the Fuel Resource Categories defined in the BioMAT Tariff.

3. The fuel resource(s) and percentages of Fuel Use, as applicable, that Applicant intends to use for such Project are [check one Fuel Resource Category and all percentages of Fuel Use, as applicable, within that Fuel Resource Category]:

Fuel Resource Category Fuel Use
Category 1
Wastewater treatment %
Municipal organic waste diversion %
Food processing %
Codigestion %
Other %
OR
Category 2 (Dairy) %
OR
Category 2 (Other Agricultural) %
Other %
[CCA]

BIOENERGY MARKET ADJUSTING TARIFF
PROGRAM (BIOMAT PROGRAM) –

FUEL RESOURCE ATTESTATION
OR
Category 3
Fire threat reduction %
Fire safe clearance activities %
Infrastructure clearance projects %
Other sustainable forest management %
High Hazard Fuel %
Other %
Total
Applicants submitting a PPR for a Category 3 Project utilizing feedstock from “other sustainable forest management” must also submit the attached form as provided in Appendix A of this attestation. Capitalized terms used but not otherwise defined in this letter have the meanings set forth in the BioMAT Tariff.
(Company Name)
(Signature)
(Print Name)
(Title)
(Date)
[CCA]

BIOENERGY MARKET ADJUSTING TARIFF
PROGRAM (BIOMAT PROGRAM) –

FUEL RESOURCE ATTESTATION

APPENDIX A
CATEGORY 3 “OTHER SUSTAINABLE FOREST MANAGEMENT”

ELIGIBILITY FORM
Section I

1. OwnershipCategory:
[Identify if the parcel on which the Category 3 Project is conducted is owned by a private entity, state or federal government.]

2. Number of Acres:
[Identify how many acres are being treated / harvested by the forest management project.

3. Type of harvest document (If applicable):
[Identify the type of harvest document, state permit, federal permit or exemption that apply to the forest management project.]

4. Harvest Document Designator:

Identify the state or federal entity that issued the harvest permit, exemption or other document that applicable to the forest management project.]

5. Facility Identifier:
[Provide the identifier for the Facility which will receive and utilize the forest biomass to generate energy.]
Section II
To qualify as a Category 3 Project utilizing feedstock from other sustainable forest management activities, the fuel procured from these activities must provide at least 12 of the 16 co-benefit items identified in Sections A through E below. In addition, the forest management project must meet at least one of the activities listed in each of Sections A through D. A Registered Professional Forester must certify that the planned forest management activities meet the sustainability criteria under Section 2.2.3.4 of CPUC Decision 14-12-081. [CCA]

BIOENERGY MARKET ADJUSTING TARIFF
PROGRAM (BIOMAT PROGRAM) –

FUEL RESOURCE ATTESTATION
Note: Please keep responses brief (under 250 words) and focused on the basis for the determination that the forest management project will support sustainability of the specific objective. In lieu of providing a written response, or in addition to the written response, where appropriate, provide source references to the approved harvest/NEPA document where discussion of potential significant adverse impacts, evaluation and mitigation measures are provided.

A. Habitat Temporal and Spatial Diversity Objectives (Describe all that apply)

1. Openings for shade intolerant species were created to promote regeneration and habitat diversity.

Please describe percent and distribution of areas in small openings less than 2.5 acres in size and planned regeneration methods.

2. Multi-age, multi-species tree habitats were created at the project level.

Please describe how the forest management project will support maintenance, enhancement and/or restoration of canopy cover and maintain or increase the quadratic mean diameter of an overstory of multi-age, multi-species tree habitat immediately post-harvest.

3. Understory vegetation was retained and distributed across the immediately post-harvest forest management project site consistent with fire threat reduction and habitat objectives and contributes to spatial heterogeneity by varying treatments to retain untreated patches, openings, and widely spaced single trees and clumps.

Please describe objectives for retention of understory shrubs and trees and estimate post-harvest areas of untreated patches and openings.

B. Habitat Elements: (Describe all that apply)

1. Snags are retained consistent with safety, FPRs, and fire threat reduction goals.

Please describe post-harvest snag retention objectives and estimate the percentage of existing snags to be removed as part of the planned forest management activities.

2. Down logs with benefit to habitat diversity are retained consistent with fire threat reduction goals.

Please describe forest management project treatment objectives for retention of existing or forest management project related down woody material.
[CCA]

BIOENERGY MARKET ADJUSTING TARIFF
PROGRAM (BIOMAT PROGRAM) –

FUEL RESOURCE ATTESTATION

3. Large hardwoods and legacy trees are retained as post-treatment stand components and habitat.

Please describe post-harvest retention objectives for hardwoods and legacy trees.

4.Management practices and harvesting associated with the forest management project impacts are consistent with the objectives of retaining or recruiting large trees at the forest management project and landscape level.

Please describe post-harvest old growth tree retention objectives.

C. Forest Health and, Fire Management Objectives: (Describe all that apply)

1. Fire threat is reduced through treatment of ladder fuels and surface fuels to achieve reduction in incidence of crown torching in overstory trees and to avoid active crown fires under most conditions.

Please describe post-harvest spatial arrangement objectives for retention of understory shrubs and trees in relation to overstory trees.

2. Outcomes support reintroduction of prescribed fire.

Please describe, if applicable, post-harvest surface and ladder fuel conditions and proposed use of prescribed fire.

3. Improvement of overall forest health through reduction in overstocking in small tree sizes and reduction of competition for soil moisture with overstory trees.

Please describe.

D. Air and Water Quality Protection: (Describe all that apply)

1. Avoided emissions by eliminating need for open burning of slash piles and/or decomposition.

Please describe the relative reduction in emissions attributable to removal of material from the forest management project site for use as fuel for energy generation in comparison to piling and burning or piling and decomposition.

2. Measures have been incorporated to address moist microsites, and near stream habitats.

Please describe what measures will be employed to protect moist microsites and near-stream habitats.
[CCA]

BIOENERGY MARKET ADJUSTING TARIFF
PROGRAM (BIOMAT PROGRAM) –

FUEL RESOURCE ATTESTATION

3. Soil protection measures used to minimize compaction and loss of A-horizons and soil carbon.

Please describe.

4. Operational plans provide for the retention of fine woody debris to minimize potential threats to soil productivity (and meet fire threat reduction objectives).

Please describe.

E. Societal and Economic Benefits: (Describe all that apply)

1. The forest management project contributes to societal benefits of local communities by way of fire safety, improved environmental health and overall quality of life.

Please describe.

2. The forest management project contributes to local economies by way of providing additional to local employment opportunities and investment.

Please describe.

Seller hereby certifies that the above statements are true and complete. [Insert Seller
name] [Date]
By:

Name:

Title:

I certify that the planned forest management activities described above meet the sustainability criteria under Section 2.2.3.4 of CPUC Decision 14-12-081. [Insert name of Registered Professional Forester]
[CCA]

BIOENERGY MARKET ADJUSTING TARIFF
PROGRAM (BIOMAT PROGRAM) –

FUEL RESOURCE ATTESTATION
[Insert name of agency]
By:

Name:

Title:
[CCA]

BIOENERGY MARKET ADJUSTING TARIFF
PROGRAM (BIOMAT PROGRAM) –

FUEL RESOURCE ATTESTATION
Please mail completed form to:
[CCA Name, Address, and
Contact]
Attachment F
Summary of BioMAT Eligibility for Generators:

The BioMAT Program has very specific eligibility requirements for generators:
 Physical Location: located in either SCE or PG&E’s service area.  Maximum Capacity: 3 MW for generator’s nameplate capacity.  Site Control: Must have site control (ownership, option, lease).  Interconnection: Project must be interconnected to distribution system and have passed the Fast Track screens, or completed a System Impact Study (Independent Study Process) or completed a Phase 1 Study (Distribution Group or Cluster Study Process).
 Fuel Requirements: 100% of Fuel Use must be from an eligible Fuel Resource Category with at least 80% from the applicable Fuel Resource Category. Exception:

For Category 2 (Dairy), 100% of Fuel Use must come from the dairy digester.  Commercial Online Date: Must occur on or after June 1, 2013.  ReMAT: Project cannot concurrently participate in ReMAT.  Application Fee: $2/kW.
 Project documents: Must provide a single line diagram, facility layout, site map, initial fuel use attestation, table of major equipment, and ownership documentation.
 Developer Experience: At least one member of the development team must have completed at least one project of similar technology and capacity.  Daisy-Chaining: The Project must be the only exporting project being developed, owned, or controlled by the Applicant on any single or contiguous pieces of property.
 Metering: Projects must be electrically independent and separately metered.  Qualifying Facility: The Project must be a Qualifying Facility, as defined by the Federal Energy Regulatory Commission. This classifies BioMAT as a PURPA PPA.  Other Incentives: A Project that received Self Generation Incentive Program (SGIP) incentives within the past 10 years is ineligible to participate in BioMAT.  Net Energy Metering (NEM): If awarded a BioMAT PPA, Applicant must terminate participation in NEM for the Project prior to the BioMAT PPA’s Execution Date.

Staff Report Item 12
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
SUBJECT: Recommend that the Policy Board consider and adopt the Ad Hoc Committee’s recommendations regarding improvements to governance related matters, including board composition, engagement, and communication
DATE: August 14, 2024
RECOMMENDATION:

That the Operations Board support recommending that the Policy Board consider and adopt the Ad Hoc Committee’s recommendations regarding improvements to governance related matters, including board composition, engagement, and communication.

BACKGROUND:

Last year during an administrative review process, several opportunities for 3CE governance structure improvements were identified for future evaluation. Following that process, CEO Shaw requested Operations Board Chair Goldstein empanel an Ad Hoc Committee comprised of a diverse set of Operations Board members. The Committee met several times to develop and consider recommendations for improved board structure that would provide greater oversight, communication, and engagement regarding 3CE, with the goal of ensuring future stability and operational effectiveness for 3CE’s long-term success.

The Ad Hoc Committee was comprised of Chair Goldstein, Vice Chair Miyasato, Directors Palacios, Mendez, and Hunter. The Ad Hoc Committee also sought input from former Director Bronson.

DISCUSSION/ANALYSIS:

The Ad Hoc Committee evaluated the original 3CE structure, as outlined in the Joint Powers Agreement (two Boards capped at 11 members each), the current structure (two Boards with 19 members each), the communication and engagement of both seated and non-seated member agencies, allocation of shared seats, and the pace and complexity of 3CE’s operations.

The Ad Hoc Committee identified that smaller Operations and Policy Boards, coupled with a transparent and representative selection process could significantly enhance the Boards’ oversight and control of 3CE.

The Ad Hoc Committee determined, as part of its review, that the original intention of the Joint Powers Agreement was to limit the Operations and Policy Boards to no more than eleven (11) members.

Section 3.1.4, addressing seat allocations, provides, for example, that seats are to “be allocated on a one jurisdiction, one seat basis until such time as the number of member jurisdictions exceeds eleven [11].” After eleven (11) member jurisdictions, seats transition to an allocation of “one seat for each jurisdiction with a population of 50,000 and above, and shared seats for jurisdictions with populations below 50,000.”
The Joint Powers Agreement further anticipated that 3CE could further expand and that such expansion could require “that a shared seat expand to include new parties” (Section 3.1.5, addressing Director representation in the event of board seat transition or shared seat dilution).

Despite the Joint Powers Agreement’s original intention, 3CE’s Operations and Policy Boards have expanded from 11 to 19 seats.

The Ad Hoc Committee considered attributes of smaller boards, and concluded that the benefits include:

1. Greater ownership and accountability among seated board members. Smaller boards encourage greater participation while reducing the potential for deferment.

2. Enhanced communication through closer working relationships and opportunity for more meaningful discussion regarding complex and often nuanced topics.

3. More efficient Board meetings with greater opportunity to evaluate detailed staff proposals.

Smaller boards can enable focused discussions and lead to more efficient meetings.

4. Increased opportunities for involvement in leadership positions on subcommittees, engagement with the other board, and individualized dialogue with staff.

The Ad Hoc Committee further determined 3CE’s long-term stability continues to be best served through a mixture of permanent and rotating shared-seats with those shared seats selected through a transparent and structured selection-process. The City Selection Committee, as established for each county under California Government Code section 50270, enables the cities in each county to meet and select board members(s) for the cities within their respective county.

Recommendations for the Board Governance Restructuring:

1. Effective February 1, 2025, reinstate JPA limit on Operations and Policy Boards to 11 directors each and restructure the seat allocation methodology as follows:
a. Four permanent non-rotating seats allocated as follows: one per County to Santa Barbara County, San Luis Obispo County, Monterey County, and Santa Cruz County. b. Four shared seats allocated as follows: one per County as selected by the City Selection Committee in Santa Barbara County, San Luis Obispo County, Monterey County, and Santa Cruz County. Such seats shall have a term of two years and be appointed by the City Selection Committee within the appropriate County. c. Any large city jurisdiction with a population of greater than 100,000 (currently, Santa Maria and Salinas) allocated a right of refusal (RoR) to accept a full seat allocation (both Policy and Operations). If the large city jurisdiction declines its seat, the declined seat shall revert to the City Selection Committee for the County in which the large city jurisdiction is located (Santa Barbara and Monterey, respectively). The large city jurisdiction must confirm or decline the allocated seat every two years. If the large city jurisdiction declines the seat that seat shall be appointed by the appropriate City Selection Committee for a two-year term coinciding with the other City Selection Committee appointed seats. At the conclusion of the two-year term, the large city jurisdiction will be re-allocated a right of refusal to accept a full seat allocation. d. One shared seat allocated to the County of San Benito, Hollister, and San Juan Bautista.

The Ad Hoc Committee recommends the seat rotate every two years between the County of San Benito and an appointment of the City Selection Committee (as between the City of Hollister and San Juan Bautista).

Recommended 11 Board Seat Allocation
Permanent County
Seats (4)
City Selection Committee
(CSC) Shared Seats (4)
Large Cities (RoR
>100,000 Pop.) (2)
San Benito Shared (1)
Santa Barbara (1)
San Luis Obispo (1)
Monterey (1)
Santa Cruz (1)
Santa Barbara CSC (1)
San Luis Obispo CSC (1)
Monterey CSC (1)
Santa Cruz CSC (1)
Santa Maria (1)
Salinas (1)
or – Revert to CSC
Shared Seat (1) for
San Benito
Hollister
San Juan Bautista

2. Direct staff to prepare necessary amendments to the 3CE Joint Powers Agreement and Operating Rules to reinstate the 11 seat Operations and Policy Board as set forth above. Such Amendments would be provided to the Policy Board for their consideration as provided for in the JPA amendment procedures.

3. Direct staff to consider processes and procedures to successfully implement and achieve the Ad Hoc Committee’s desired outcome of improved oversight, communication, and engagement.

Such requirements would include deadlines for City Selection Committee appointments, a Board Member Code of Conduct that would formalize responsibilities and expectations of all Board members, and Board Procedures that would enable non-seated jurisdictions to raise issues for the Operations or Policy Board to address.

The Ad Hoc Committee considered but does not currently recommend mandating whether primary and alternate board appointments must be from the same or different jurisdictions represented by a shared seat. Similarly, the Ad Hoc Committee is not currently recommending whether the Policy and Operations Board appointments must be from the same or different jurisdictions. We note, however, appointing members from different jurisdictions represented by a shared seat would reduce the number of non-seated members and necessitate greater coordination and communication between jurisdictions.

Anticipated Process:

Implementation of the Ad Hoc Committee’s recommendations would require amendments to the Joint Powers Agreement, as well as ancillary modifications to the Operating Rules and Regulations. Such amendments would detail the allocation methodology as set out above. Pursuant to Section 3.7.1 of the Joint Powers Agreement, any proposed amendments require 30 days’ written notice to all 3CE member agencies, and a two-thirds affirmative vote of the present Directors of the Policy Board. Should the Operations Board decide to support the Ad Hoc Committee’s recommendations, staff would issue the written notices of the proposed amendments to all members no later than August 19, 2024.

CONCLUSION:

The Operations Board’s support of the Ad Hoc Committee’s recommendation to reduce the size of the Operations and Policy Boards will enhance the boards’ oversight and control of 3CE and help ensure future stability and operational effectiveness for 3CE’s long-term success.

ATTACHMENT(S):

1. Sixth Amended Joint Powers Agreement

2. Illustration of Board Seat Allocation

1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 1

JOINT EXERCISE OF POWERS AGREEMENT RELATING TO AND CREATING

CENTRAL COAST COMMUNITY ENERGY
OF
Monterey, San Benito, San Luis Obispo, Santa
Barbara, and Santa Cruz Counties
This Joint Exercise of Powers Agreement, effective on the date determined by Section

2.1, is made and entered into pursuant to the provisions of Title 1, Division 7, Chapter 5, Article 1 (Sections 6500 et seq.) of the California Government Code relating to the joint exercise of powers among the Parties set forth in Exhibit B, establishes Central Coast Community Energy(“Authority”), and is by and among the Counties of Monterey, San Benito, San Luis Obispo, Santa Barbara, and Santa Cruz who become signatories to this Agreement (“Counties”) and those cities and towns within those Counties who become signatories to this Agreement and relates to the joint exercise of powers among the signatories hereto.

RECITALS
A. The Parties share various powers under California law, including but not limited to the power to purchase, supply, and aggregate electricity for themselves and customers within their jurisdictions.

B. In 2006, the State Legislature adopted AB 32, the Global Warming Solutions Act, which mandates a reduction in greenhouse gas emissions in 2020 to 1990 levels. The California Air Resources Board is promulgating regulations to implementAB32 which will require local governments to develop programs to reduce greenhouse gas emissions.
1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 2
C. The purposes for entering into this Agreement include:
a. Reducing greenhouse gas emissions related to the use of power in Monterey, Santa Cruz, San Benito, Santa Barbara, and San Luis Obispo Counties and neighboring regions;
b. Providing electric power and other forms of energy to customers at affordable rates that are competitive with the incumbent utility; c. Carrying out programs to facilitate electrifying the transportation, public infrastructure, and the building sectors to reduce reliance on fossil fuels and thus reduce greenhouse gas emissions;
d. Stimulating and sustaining the local economy by lowering electric generation charges and creating local jobs as a result of Central Coast Community Energy’sCCE program; and
e. Promoting long-term electric rate stability and energy security and reliability for residents through local control of electric generation resources.

D. It is the intent of this Agreement to promote the development and use of a wide range of renewable energy sources and energy programs, including but not limited to solar, wind, and geothermal energy production. The purchase of renewable power sources will be the desired approach to decrease regional greenhouse gas emissions and accelerate the State’s transition to clean power resources to the extent feasible.
a. It is further desired to establish a long-term energy portfolio that prioritizes the use and development of State, local and regional renewable resources and carbon free resources.
b. In compliance with State law and in alignment with the Authority’s desire to stimulate the development of renewable power, the Authority shall draft an Integrated Resource Plan that includes a range of regional renewable development potential in the California Central Coast Region and plans to 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 3
incorporate local power into its energy portfolio as technically and economically feasible.

E. The Parties desire to establish a separate public Authority, known as Central Coast Community Energy, under the provisions of the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.) (“Act”) in order to collectively study, promote, develop, conduct, operate, and manage energy programs.

F. The Parties anticipate adopting an ordinance electing to implement through the Authority a common Community Choice Aggregation (CCA) program, anelectric service enterprise available to cities and counties pursuant to California Public Utilities Code Sections 331.1(c) and 366.2. The priority of the Authority will be the consideration of those actions necessary to implement the CCA Program.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions hereinafter set forth, it is agreed by and among the Parties as follows:

ARTICLE 1: DEFINITIONS AND EXHIBITS

1.1. Definitions. Capitalized terms used in the Agreement shall have themeanings specified in Exhibit A unless the context requires otherwise.

1.2. Documents Included. This Agreement consists of this document and the following exhibits, all of which are hereby incorporated into this Agreement.

Exhibit A: Definitions
Exhibit B: List of the Parties
Exhibit C: Regional Allocations
ARTICLE 2: FORMATION OF CENTRAL COAST COMMUNITY ENERGY

2.1. Effective Date and Term. This Agreementshall become effective and “Central Coast 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 4
Community Energy” shall exist as a separate public Authority on the date that this Agreement is executed by at least three Initial Participants from the Counties of Monterey, Santa Cruz, and San Benito and the municipalities within those counties, after the adoption of the ordinances required by Public Utilities Code Section 366.2(c)(12).

The Authority shall provide notice to the Parties of the Effective Date. The Authority shall continue to exist, and this Agreement shall be effective, until this Agreement is terminated in accordance with Section 6.4, subject to the rights of the Parties to withdraw from the Authority.

2.2. Formation. There is formed as of the Effective Date a public Authority named Central Coast Community Energy. Pursuant to Sections 6506 and 6507 of the Act, the Authority is a public Authority separate from the Parties. Pursuant to Sections 6508.1 of the Act, the debts, liabilities or obligations of the Authority shall not be debts, liabilities or obligations of the individual Parties unless the governing board of a Party agrees in writing to assume any of the debts, liabilities or obligations of the Authority. A Party who has not agreed to assume an Authority debt, liability or obligation shall not be responsible in any way for such debt, liability or obligation even if a majority of the Parties agree to assume the debt, liability or obligation of the Authority. Notwithstanding Section 7.4 of this Agreement, this Section 2.2 may not be amended unless such amendment is approved by the governing board of each Party.

2.3. Purpose. The purpose of this Agreement is to establish an independent public Authority in order to exercise powers common to each Party to study, promote,develop, conduct, operate, and manage energy, energy efficiency and conservation, and other energy-related programs, and to exercise all other powers necessary and incidental to accomplishing this purpose. Without limiting the generality of the foregoing, the Parties 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 5
intend for this Agreement to be used as a contractual mechanism by which the Parties are authorized to participate in the CCA Program, as further described in Section 4.1. The Parties intend that other agreements shall define the terms and conditions associated with the implementation of the CCA Program and any other energy programs approved by the Authority.

2.4. Powers. The Authority shall have all powers common to the Parties and such additional powers accorded to it by law. The Authority is authorized, in its own name, to exercise all powers and do all acts necessary and proper to carry out the provisions of this Agreement and fulfill its purposes, including, but not limited to, each of the following powers, subject to the voting requirements set forth in Section 3.7 through 3.7.1:

2.4.1. to make and enter into contracts;

2.4.2. to employ agents and employees, including but not limited to aChief Executive Officer;

2.4.3. to acquire, contract, manage, maintain, and operate any buildings, infrastructure, works, or improvements;

2.4.4. to acquire property by eminent domain, or otherwise, except as limited under Section 6508 of the Act, and to hold or dispose of any property; however, the Authority shall not exercise the power of eminent domain within the jurisdiction of a Party without approval of the affected Party’s governing board;

2.4.5. to lease any property;

2.4.6. to sue and be sued in its own name;

2.4.7. to incur debts, liabilities, and obligations, including but not limited to loans from private lending sources pursuant to its temporary borrowing 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 6
powers such as Government Code Sections 53850 et seq. and authority under the Act;

2.4.8. to form subsidiary or independent corporations or entities if necessary, to carry out energy supply and energy conservation programs at the lowest possible cost or to take advantage of legislative or regulatory changes;

2.4.9. to issue revenue bonds and other forms of indebtedness;

2.4.10. to apply for, accept, and receive all licenses, permits, grants, loans or other aids from any federal, state, or local public agency;

2.4.11. to submit documentation and notices, register, and comply with orders, tariffs and agreements for the establishment and implementation of the CCA Program and other energy programs;

2.4.12. to adopt Operating Rules and Regulations;

2.4.13. to make and enter into service agreements relating to the provision of services necessary to plan, implement, operate and administer the CCA Program and other energy programs, including the acquisition of electric power supply and the provision of retail and regulatory support services; and

2.4.14. to permit additional Parties to enter into this Agreement after the Effective Date and to permit another entity authorized to be a community choice aggregator to designate the Authority to act as the community choice aggregator on its behalf.

2.5. Limitation on Powers. As required by Government Code Section 6509, thepower of the Authority is subject to the restrictions upon the manner of exercising power possessed by the City of Santa Cruz and any other restrictions on exercising the powers of the authority that may be adopted by the board.
1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 7

2.6. Compliance with Local Zoning and Building Laws and CEQA. Unless state or federal law provides otherwise, any facilities, buildings or structures located, constructed, or caused to be constructed by the Authority within the territory of the Authority shall comply with the General Plan, zoning and building laws of the local jurisdiction within which the facilities, buildings or structures are constructed and comply with the California Environmental Quality Act (“CEQA”).

ARTICLE 3: GOVERNANCE AND INTERNAL ORGANIZATION

3.1. Boards of Directors. The governing bodies of the Authority shall consist of a Policy Board of Directors (“Policy Board”) and an Operations Board of Directors (“Operations Board”).

3.1.1. Both Boards shall consist of Directors representing any of the five Counties of Monterey, San Benito, San Luis Obispo, Santa Barbara, or Santa Cruz that become a signatory to the Agreement, and Directors representing any of the Cities or Towns, which are members of the Authority, within those five Counties (“Directors”). Each Director shall serve at the pleasure of the governing board of the Party who appointed such Director and may be removed as Director by such governing board at any time. If at any time a vacancy occurs on the Board, a replacement shall be appointed to fill the position of the previous Director within 90 days of the date that such position becomes vacant.

3.1.2. Policy Board Directors must be elected members of the Board of Supervisors or elected members of the City or Town Council of the municipality that is the signatory to this Agreement. Jurisdictions may appoint an alternate to serve in the absence of its Director on the Policy Board. Alternates for the Policy Board must be members of the Board of Supervisors or members of the governing board of the municipality that is the signatory to this Agreement.
1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 8

3.1.3. Operations Board Directors must be the senior executive/County Administrative Officer of any County that is the signatory to this Agreement, or senior executive/City Manager from any municipality that is the signatory to this Agreement. Jurisdictions may appoint an alternate to serve in the absence of its Director on the Operations Board.Alternates for the Operations Board must be administrative managers of the County or administrative managers of the governing board of the municipality that is the signatory to this Agreement.

3.1.4. Board seats will be allocated under the following formulas. Policy and Operations Board seats for those jurisdictions that pass a CCA ordinance by February 28, 2017 (“Initial Participants”) will be allocated on a one jurisdiction, one seat basis until such time as the number of member jurisdictions exceeds eleven. Once the JPA reaches more than eleven-member agencies, the Policy and Operations Boards’ composition shall shift to a regional allocation based on population size. This allocation shall be one seat for each jurisdiction with a population of 50,000 and above, and shared seats for jurisdictions with populations below 50,000 allocated on a sub-regional basis, as set forth in Exhibit C.

Notwithstanding the above, the County of San Benito shall be allotted one seat.

3.1.5. Shared board seats, as set forth in Exhibit C, Regional Allocation shall have a term of two years and will be determined either by agreement among the parties sharing the seat or through the City Selection Committee in the respective County. Following appointment, either by agreement or by the City Selection Committee, Directors may be reappointed and serve multiple terms. In the event the addition of new parties requires that an established board seat transition to a shared seat or that a shared seat expand to include new parties, the sitting Director 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 9
will automatically be the first representative for that shared seat to ensure continuity and maintain experience.

3.2. Quorum. A majority of the appointed Directors shall constitute a quorum, except that less than a quorum may adjourn in accordance with law.

3.3. Powers and Functions of the Boards. The Boards shall exercise general governance and oversight over the business and activities of the Authority,consistent with this Agreement and applicable law. The Boards shall provide general policy guidance to the CCA Program.

3.3.1. The Policy Board will provide guidance/approval in the areas of strategic planning and goal setting, passage of Authority budget and customer rates, and large capital expenditures outside the typical power procurement required to provide electrical service.

3.3.2. The Operations Board will provide oversight and support to the Chief Executive Officer on matters pertaining to the provision of electrical service to customers in the region, focusing on the routine, day-to-day operations of the Authority.

3.3.3. Policy Board approval shall be required for any of the following actions, including but not limited to:
(a) The issuance of bonds, major capital expenditures, or any other financing even if program revenues are expected to pay forsuch financing;
(b) The appointment or removal of officers described in Section 3.9, subject to Section 3.9.3;
(c) The appointment and termination of the Chief Executive Officer; (d) The adoption of the Annual Budget;
1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 10
(e) The adoption of an ordinance;
(f) The setting of rates for power sold by the Authority and the setting of charges for any other category of service provided by the Authority;
(g) The adoption of the Implementation Plan;
(h) The selection of General Counsel, Treasurer and Auditor; (i) The amending of this Joint Exercise of Powers Agreement; and (j) Termination of the CCA Program.

3.3.4. Operations Board approval shall be required for the following actions, including but not limited to:
(a) The approval of Authority contracts and agreements, except as provided by Section 3.4; and
(b) Approval of Authority operating policies and othermatters necessary to ensure successful program operations.

3.3.5. Joint approval of the Policy and Operations Boards shall be required for the initiation or resolution of claims and litigation where the Authority will be the defendant, plaintiff, petitioner, respondent, cross complainant or cross petitioner, or intervenor; provided, however, that the Chief Executive Officer or General Counsel, on behalf of the Authority, may intervene in, become a party to, or file comments with respect to any proceeding pending at the California Public Utilities Commission, the Federal Energy Regulatory Commission, or any other administrative authority, without approval of the Boards as long as such action is consistent with any adopted Board policies.

3.4. Chief Executive Officer. The Authority shall have a Chief Executive Officer 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 11
(“CEO”). The Operations Board shall present nomination(s) of qualified candidates tothe Policy Board. The Policy Board shall make the selection and appointment of the CEO who will be an employee of the Authority and serve at will and at the pleasure of the Policy Board.

The CEO shall be responsible for the day-to-day operation and management of the Authority and the CCA Program. The CEO may exercise all powers of the Authority, including the power to hire, discipline and terminate employees as well as the power to approve any agreement if the total amount payable under the agreement falls within the Authority’s fiscal policies to be set by the Policy Board, except the powers specifically set forth in Section 3.3 or those powers which by law must be exercised by the Board(s) of Directors. The CEO shall report to the Policy Board on matters related to strategic planning and goal setting, passage of Authority budget and customer rates, and large capital expenditures outside the typical power procurement required to provide electrical service. The CEO shall report to the Operations Board on matters related to Authority policy and the provision of electrical service to customers in the region, focusing on the routine, day-to-day operations of the Authority. It shall be the responsibility of the CEO to keep both Board(s) appropriately informed and engaged in the discussions and actions of each to ensure cooperation and unity within the Authority.

3.5. Commissions, Boards, and Committees. The Boards may establish any advisory committees they deem appropriate to assist in carrying out the CCA Program, other energy programs, and the provisions of this Agreement which shall comply withthe requirements of the Ralph M. Brown Act. The Boards may establish rules, regulations, policies, bylaws or procedures to govern any such commissions, boards, or committees if the Board(s) deem it appropriate to appoint such commissions, boards or committees, and shall determine whether members shall be compensated or entitled to reimbursement for expenses.

3.6. Director Compensation. Directors shall serve without compensation fromthe Authority. However, Directors may be compensated by their respective appointing 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 12
authorities. The Boards, however, may adopt by resolution a policy relating to the reimbursement by the Authority of expenses incurred by their respectiveDirectors.

3.7. Voting. Except as provided in Section 3.7.1 below, actions of the Boardsshall require the affirmative vote of a majority of Directors present at the meeting.

3.7.1. Special Voting Requirements for Certain Matters. (a) Two-Thirds Voting Approval Requirements Relating to Sections 6.2 and 7.4. Action of the Board on the matters set forth in Section 6.2 (involuntary termination of a Party), or Section 7.4 (amendment of this Agreement) shall require the affirmative vote of at least two-thirds of Directors present. (b) Seventy-Five Percent Special Voting Requirements forEminent Domain and Contributions or Pledge of Assets.
i. A decision to exercise the power of eminent domain on behalf of the Authority to acquire any property interest other than an easement, right-of-way, or temporary construction easement shall require a vote of at least 75% of all Directors present. ii. The imposition on any Party of any obligation to make contributions or pledge assets as a condition of continued participation in the CCA Program shall require a vote of atleast 75% of all Directors and the approval of the governing boards of the Parties who are being asked to make such contribution or pledge.
iii. For purposes of this section, “imposition on any Party of any obligation to make contributions or pledge assets as a condition of continued participation in the CCA Program” does not include any obligations of a withdrawing or terminated party 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 13
imposed under Section 6.3.

3.8. Meetings and Special Meetings of the Board. The Policy Board shall hold up to three regular meetings per year, with the option for additional or special meetings as determined by the Chief Executive Officer or Chair of the Policy Board after consultation with the Chief Executive Officer. The Operations Board shall hold at least eight meetings per year, with the option for additional or special meetings. The date, hour and place of each regular meeting shall be fixed by resolution or ordinance of the Board. Regular meetings may be adjourned to another meeting time. Special and Emergency Meetings of the Boards may be called in accordance with the provisions of California Government Code Sections 54956 and 54956.5. Directors may participate in meetings telephonically, with full voting rights, only to the extent permitted by law. All meetings shall be conducted in accordance with the provisions of the Ralph M. Brown Act (California Government Code Sections 54950 et seq.).

3.9. Selection of Board Officers.

3.9.1. Policy Board Chair and Vice Chair. The Policy Board shall select, from among themselves, a Chair, who shall be the presiding officer of all Policy Board meetings, and a Vice Chair, who shall serve in the absence of the Chair. The Policy Board Chair and Vice Chair shall act as the overall Chair and Vice Chair for Central Coast Community Energy. The term of office of the Chair and Vice Chair shallcontinue for one year, but there shall be no limit on the number of terms held by either the Chair or Vice Chair. The office of either the Chair or Vice Chair shall be declared vacant and a new selection shall be made if:
(a) the person serving dies, resigns, is no longer holding a qualifying public office, or the Party that the person represents removes the person as its representative on the Board; or
(b) the Party that he or she represents withdraws from the Authority 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 14
pursuant to the provisions of this Agreement.

3.9.2. Operations Board Chair and Vice Chair. The Operations Board shall select, from among themselves, a Chair, who shall be the presiding officer of all Operations Board meetings, and a Vice Chair, who shall serve in the absence of the Chair. The term of office of the Chair and Vice Chair shall continue for one year, but there shall be no limit on the number of terms held by either the Chair or Vice Chair. The office of either the Chair or Vice Chair shall be declared vacant and a new selection shall be made if:
(a) the person serving dies, resigns, or is no longer the senior executive of the Party that the person represents or;
(b) the Party that he or she represents withdraws from the Authority pursuant to the provisions of this Agreement.

3.9.3. Secretary. Each Board shall appoint a Secretary, who need not be a member of the Board, who shall be responsible for keeping the minutes of all meetings of each Board and all other official records of the Authority.

If the Secretary appointed is an employee of the Authority, that employee may serve as Secretary to both Boards.

3.9.4. The Policy Board shall appoint a qualified person to act as the Treasurer and a qualified person to act as the Auditor, neither of whom needs to bea member of the Board. If the Board so designates, and in accordance with the provisions of applicable law, a qualified person may hold both the office of Treasurer and the office of Auditor of the Authority. Unless otherwise exempted from such requirement, the Authority shall cause an independent audit to be made by a certified public accountant, or public accountant, in compliance with Section 6505 of the Act. The Treasurer shall report directly to the Policy Board and shall comply with the requirements of treasurers of incorporated municipalities. The Board may 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 15
transfer the responsibilities of Treasurer to any person or entity as the law may provide at the time. The duties and obligations of the Treasurer are further specified in Article 5.

3.10. Administrative Services Provider. The Board(s) may appoint one or more administrative services providers to serve as the Authority’s agent for planning, implementing, operating and administering the CCA Program, and any other program approved by the Board, in accordance with the provisions of an Administrative Services Agreement. The appointed administrative services provider may be one of the Parties. An Administrative Services Agreement shall set forth the terms and conditions by which the appointed administrative services provider shall perform or cause to be performed all tasks necessary for planning, implementing, operating and administering the CCA Program and other approved programs. The Administrative Services Agreement shall set forth the term of the Agreement and the circumstances under which the Administrative Services Agreement may be terminated by the Authority. This section shall not in any way be construed to limit the discretion of the Authority to hire its own employees to administer the CCA Program or any other program. The Administrative Services Provider shall be either an employee or a contractor of the Authority unless a member agency is providing the service.

ARTICLE 4: IMPLEMENTATION ACTION AND AUTHORITY DOCUMENTS

4.1. Preliminary Implementation of the CCA Program.

4.1.1. Enabling Ordinance. To be eligible to participate in the CCA Program, each Party must adopt an ordinance in accordance with Public Utilities Code Section 366.2(c)(12) for the purpose of specifying that the Party intends to implement a CCA Program by and through its participation in the Authority.

4.1.2. Implementation Plan. The Policy Board shall cause to be prepared an Implementation Plan meeting the requirements of Public Utilities Code Section 366.2 and any applicable Public Utilities Commission regulations 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 16
as soon after the Effective Date as reasonably practicable. The Implementation Plan shall not be filed with the Public Utilities Commission until it is approved by the Policy Board in the manner provided by Section 3.7.

4.1.3. Termination of CCA Program. Nothing contained in this Article or this Agreement shall be construed to limit the discretion of the Authority to terminate the implementation or operation of the CCA Program at any time in accordance with any applicable requirements of state law.

4.2. Authority Documents. The Parties acknowledge and agree that the affairs of the Authority will be implemented through various documents duly adopted by theBoard(s) through resolution, including but not limited to the CCCE Implementation Plan and Operating Policies. The Parties agree to abide by and comply with the terms and conditions of all such documents that may be adopted by the Board(s), subject to the Parties’ right to withdraw from the Authority as described in Article 6.

ARTICLE 5: FINANCIAL PROVISIONS

5.1. Fiscal Year. The Authority’s fiscal year shall be 12 months commencing April1 or the date selected by the Authority. The fiscal year may be changed by Policy Board resolution.

5.2. Depository.

5.2.1. All funds of the Authority shall be held in separate accounts in the name of the Authority and not commingled with funds of any Party or anyother person or entity.

5.2.2. All funds of the Authority shall be strictly and separately accounted for, and regular reports shall be rendered of all receipts and disbursements, at least quarterly during the fiscal year. The books and records of the Authority shall be open to inspection by the Parties at all reasonable times. The Board(s) shall contract with a certified public accountant or 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 17
public accountant to make an annual audit of the accounts and records of the Authority, which shall be conducted in accordance with the requirements of Section 6505 of the Act.

5.2.3. All expenditures shall be made in accordance with the approved budget and upon the approval of any officer so authorized by the Board(s) in accordance with its Operating Rules and Regulations. The Treasurer shall draw checks or warrants or make payments by other means for claims or disbursements not within an applicable budget only upon the prior approval of the Board(s).

5.3. Budget and Recovery of Costs.

5.3.1. Budget. The initial budget shall be approved by the Policy Board. The Board may revise the budget from time-to-time as may be reasonably necessary to address contingencies and unexpected expenses. All subsequent budgets of the Authority shall be approved by the Policy Board in accordance with the Operating Rules and Regulations.

5.3.2. Funding of Initial Costs. The County of Santa Cruz has funded certain activities necessary to implement the CCA Program. If the CCA Program becomes operational, these Initial Costs paid by the County of Santa Cruz shall be included in the customer charges for electric services as provided by Section 5.3.3 to the extent permitted by law, and the County of Santa Cruz shall be reimbursed from the payment of such charges by customers of the Authority. Prior to such reimbursement, the County of Santa Cruz shall provide such documentation of costs paid as the Board may request.

The Authority may establish a reasonable time-period over which such costs are recovered. In the event, that the CCA Program does not become operational, the County of Santa Cruz shall not be entitled to any reimbursement of the Initial Costs it has paid from the Authority or any Party.
1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 18

5.3.3. CCA Program Costs. The Parties desire that all costs incurred by the Authority that are directly or indirectly attributable to the provision of electric, conservation, efficiency, incentives, financing, or other services provided under the CCA Program, including but not limited to the establishment and maintenance of various reserves and performance funds and administrative, accounting, legal, consulting, and other similar costs, shall be recovered through charges to CCA customers receiving such electric services, or from revenues from grants or other third-party sources.

ARTICLE 6: WITHDRAWAL

6.1. Withdrawal.

6.1.1. Right to Withdraw. A Party may withdraw its participation in the CCA Program, effective as of the beginning of the Authority’s fiscal year, by giving no less than 6 months advance written notice of its election to do so, which notice shall be given to the Authority and each Party.

Withdrawal of a Party shall require an affirmative vote of the Party’s governing board.

6.1.2. Right to Withdraw After Amendment. Notwithstanding Section 6.1.1, a Party may withdraw its membership in the Authority following an amendment to this Agreement adopted by the Policy Board which the Party’s Director voted against provided such notice is given in writing within thirty (30) days following the date of the vote. Withdrawal of a Party shall require an affirmative vote of the Party’s governing board and shall not be subject to the six-month advanced notice provided in Section 6.1.1. In the event of such withdrawal, the Party shall be subject to the provisions of Section 6.3.

6.1.3. The Right to Withdraw Prior to Program Launch. After receiving bids from power suppliers, the Authority must provide to the Parties the report 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 19
from the electrical utility consultant retained by the Authority that compares the total estimated electrical rates that the Authority will be charging to customers as well as the estimated greenhouse gas emissions rate and the amount of estimated renewable energy used with that of the incumbent utility. If the report provides that the Authority is unable to provide total electrical rates, as part of its baseline offering, to the customers that are equal to or lower than the incumbent utility or to provide power in a manner that has a lower greenhouse gas emissions rate or uses more renewable energy than the incumbent utility, a Party may, immediately after an affirmative vote of the Party’s governing board, withdraw its membership in the Authority without any financial obligation, except those financial obligations incurred through the Party’s share of any credit guarantee, as long as the Party provides written notice of its intent to withdraw to the Authority Board no more than fifteen business days after receiving the report. Costs incurred prior to withdrawal will be calculated as a pro-rata share of start-up costs expended to the date of the Party’s withdrawal, and it shall be the responsibility of the withdrawing Party to pay its share of said costs if they have a material/adverse impact on remaining Authority members or ratepayers.

6.1.4. Continuing Financial Obligation; Further Assurances. Except as provided by Section 6.1.3, a Party that withdraws its participation in the CCA Program may be subject to certain continuing financial obligations, as described in Section 6.3. Each withdrawing Party and the Authority shall execute and deliver all further instruments and documents and take any further action that may be reasonably necessary, as determined by the Board, to effectuate the orderly withdrawal of such Party from participation in the CCA Program.

6.2. Involuntary Termination of a Party. Participation of a Party in the CCA program 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 20
may be terminated for material non-compliance with provisions of this Agreement or any other agreement relating to the Party’s participation in the CCA Program upon a vote of the Policy Board as provided in Section 3.7.1. Prior to any vote to terminate participation with respect to a Party, written notice of the proposed termination and the reason(s) for such termination shall be delivered to the Party whose termination is proposed at least 30 days prior to the regular Board meeting at which such matter shall first be discussed as an agenda item. The written notice of proposed termination shall specify the particular provisions of this Agreement or other agreement that the Party has allegedly violated.

The Party subject to possible termination shall have the opportunity at the next regular Board meeting to respond to any reasons and allegations that may be cited as a basis for termination prior to a vote regarding termination. A Party that has had its participation in the CCA Program terminated may be subject to certain continuing liabilities, as described in Section 6.3.

6.3. Continuing Financial Obligations: Refund. Except as provided by Section 6.1.3, upon a withdrawal or involuntary termination of a Party, the Party shall remain responsible for any claims, demands, damages, or other financial obligations arising from the Party membership or participation in the CCA Program through the date of its withdrawal or involuntary termination, it being agreed that the Party shall not be responsible for any financial obligations arising after the date of the Party’s withdrawal or involuntary termination. Claims, demands, damages, or other financial obligations for which a withdrawing or terminated Party may remain liable include, but are not limited to, losses from the resale of power contracted for by the Authority to serve the Party’s load. With respect to such financial obligations, upon notice by a Party that it wishes to withdraw from the CCA Program, the Authority shall notify the Party of the minimum waiting period under which the Party would have no costs for withdrawal if the Party agrees to stay in the CCA Program for such period. The waiting period will be set to the minimum duration such that there are no costs transferred to remaining ratepayers. If the Party elects to withdraw before the end of the minimum waiting period, the charge for exiting shall be set at a dollar amount that would offset actual costs to the remaining 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 21
ratepayers and may not include punitive charges that exceed actual costs. In addition, such Party shall also be responsible for any costs or obligations associated with the Party’s participation in any program in accordance with the provisions of any agreements relating to such program provided such costs or obligations were incurred prior to the withdrawal of the Party. The Authority may withhold funds otherwise owing to the Party or may require the Party to deposit sufficient funds with the Authority, as reasonably determined by the Authority and approved by a vote of the Policy Board, to cover the Party’s financial obligations for the costs described above. Any amount of the Party’s funds held on deposit with the Authority above that which is required to pay any financial obligations shall be returned to the Party. The liability of any Party under this section 6.3 is subject and subordinate to the provisions of Section 2.2, and nothing in this section 6.3 shall reduce, impair, or eliminate any immunity from liability provided by Section 2.2.

6.4. Mutual Termination. This Agreement may be terminated by mutual agreementof all the Parties; provided, however, the foregoing shall not be construed as limiting the rights of a Party to withdraw its participation in the CCA Program, as described in Section 6.1.

6.5. Disposition of Property upon Termination of Authority. Upon termination of this Agreement, any surplus money or assets in possession of the Authority for use underthis Agreement, after payment of all liabilities, costs, expenses, and charges incurred under this Agreement and under any program documents, shall be returned to the then-existing Parties in proportion to the contributions made by each.

ARTICLE 7: MISCELLANEOUS PROVISIONS

7.1. Dispute Resolution. The Parties and the Authority shall make reasonable effortsto informally settle all disputes arising out of or in connection with this Agreement. Should such informal efforts to settle a dispute, after reasonable efforts, fail, the dispute shall be mediated in accordance with policies and procedures established by the Authority. The costs of any such mediation shall be shared equally among the Parties participating in the 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 22
mediation.

7.2. Liability of Directors, Officers, and Employees. The Directors, officers, and employees of the Authority shall use ordinary care and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement. No current or former Director, officer, or employee will be responsible for any act or omission by another Director, officer, or employee. The Authority shall defend, indemnify and hold harmless the individual current and former Directors, officers, and employees for any acts or omissions in the scope of their employment or duties in the manner provided by Government Code Sections 995 et seq. Nothing in this section shall be construed to limit the defenses available under the law, to the Parties, the Authority, or its Directors, officers, or employees.

7.3. Indemnification of Parties. The Authority shall acquire such insurance coverageas is necessary to protect the interests of the Authority and the Parties. The Authority shall defend, indemnify, and hold harmless the Parties and each of their respective Boards of Supervisors or City Councils, officers, agents and employees, from any and all claims, losses, damages, costs, injuries, and liabilities of every kind arising directly or indirectly from the conduct, activities, operations, acts, and omissions of the Authority under this Agreement.

7.4. Amendment of this Agreement. This Agreement may not be amended except bya written amendment approved by a vote of Policy Board members as provided in Section

3.7.1. The Authority shall provide written notice to all Parties of proposed amendments to this Agreement, including the effective date of such amendments, at least 30 days prior to the date upon which the Board votes on such amendments.

7.5. Assignment. Except as otherwise expressly provided in this Agreement, therights and duties of the Parties may not be assigned or delegated without the advance written consent of all of the other Parties, and any attempt to assign or delegate such rights or duties in contravention of this Section 7.5 shall be null and void. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of the Parties. 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 23
This Section 7.5 does not prohibit a Party from entering into an independent agreement with another agency, person, or entity regarding the financing of that Party’s contributions to the Authority, or the disposition of proceeds which that Party receives under this Agreement, so long as such independent agreement does not affect, or purport to affect, the rights and duties of the Authority or the Parties under thisAgreement.

7.6. Severability. If one or more clauses, sentences, paragraphs or provisions of this Agreement shall be held to be unlawful, invalid or unenforceable, it is hereby agreed by the Parties, that the remainder of the Agreement shall not be affected thereby. Such clauses, sentences, paragraphs or provision shall be deemed reformed so as to be lawful, valid and enforced to the maximum extent possible.

7.7. Further Assurances. Each Party agrees to execute and deliver all further instruments and documents and take any further action that may be reasonably necessary, to effectuate the purposes and intent of this Agreement.

7.8. Execution by Counterparts. This Agreement may be executed in any number of counterparts, and upon execution by all Parties, each executed counterpart shall have the same force and effect as an original instrument and as if all Parties had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more signature pages.

7.9. Parties to be Served Notice. Any notice authorized or required to be given pursuant to this Agreement shall be validly given if served in writing either personally, by deposit in the United States mail, first class postage prepaid with return receipt requested, or by a recognized courier service. Notices given (a) personally or by courier service shall be conclusively deemed received at the time of delivery and receipt and (b) by mail shall be conclusively deemed given 48 hours after the deposit thereof (excluding Saturdays, Sundays and holidays) if the sender receives the return receipt. All notices shall be addressed to the office of the clerk or secretary of the Authority or Party, as the 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 24
case may be, or such other person designated in writing by the Authority or Party.

Notices given to one Party shall be copied to all other Parties. Notices given to the Authority shall be copied to all Parties.
1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 25
Exhibit A
Definitions
“Act” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.)
“Administrative Services Agreement” means an agreement or agreements entered into after the Effective Date by the Authority with an entity that will perform tasks necessary for planning, implementing, operating and administering the CCA Program or any other energy programs adopted by the Authority.
“Agreement” means this Joint Powers Agreement.
“Annual Energy Use” has the meaning given in Section 3.7.1. “Authority” means Central Coast Community Energy.
“Authority Document(s)” means document(s) duly adopted by one or both Boards by resolution or motion implementing the powers, functions, and activities of the Authority, including but not limited to the Operating Rules and Regulations, the annual budget, and plans and policies.
“Board” means the Policy Board of Directors of the Authority and/or the Operations Board of Directors of the Authority unless one or the other is specified in this Agreement. “CCA” or “Community Choice Aggregation” means an electric service option available to cities and counties pursuant to Public Utilities Code Section 366.2. “CCA Program” means the Authority’s program relating to CCA that is principally described in this Agreement.
“Director” means a member of the Policy Board of Directors or Operations Board of Directors representing a Party.
1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 26
“Effective Date” means the date that this Agreement is executed by at least three Initial Participants from the Counties of Monterey, Santa Cruz, and San Benito and the municipalities within those counties, as further described in Section 2.1. “Implementation Plan” means the plan generally described in Section 4.1.2 of this Agreement that is required under Public Utilities Code Section 366.2 to be filed with the California Public Utilities Commission for the purpose of describing a proposed CCA Program.
“Initial Costs” means all costs incurred by the County of Santa Cruz and/or Authority relating to the establishment and initial operation of the Authority, such as the hiring of a Chief Executive Officer and any administrative staff, and any required accounting, administrative, technical, or legal services in support of the Authority’s initial activities or in support of the negotiation, preparation, and approval of one or more Administrative Services Agreements.
“Initial Participants” means those initial founding JPA members whose jurisdictions pass a CCA ordinance, whose Board seats will be allocated on a one jurisdiction, one seat basis (in addition to one seat for San Benito County) until such time as the number of member jurisdictions exceeds eleven, as described in Section 3.1.4. “Operating Rules and Regulations” means the rules, regulations, policies, bylaws and procedures governing the operation of the Authority.
“Operations Board” means the board composed of City Managers and CAOs representing their respective jurisdictions as provided in section 3.1.4 who will provide oversight and support to the Chief Executive Officer on matters pertaining to the provision of electrical service to customers in the region, focusing on the routine, day-to-day operations of the Authority, as further set forth in section 3.3. 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 27
“Parties” means, collectively, the signatories to this Agreement that have satisfied the conditions in Sections 2.1 or 4.1.1 such that it is considered a member of the Authority. “Party” means singularly, a signatory to this Agreement that has satisfied the conditions in Sections 2.1 or 4.1.1 such that it is considered a member of the Authority. “Policy Board” means the board composed of elected officials representing their respective jurisdictions as provided in section 3.1.4 who will provide guidance/approval in the areas of strategic planning and goal setting, passage of Authority budget and customer rates, large capital expenditures outside the typical power procurement required to provide electrical service, and such other functions as set forth in section 3.3. 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 28
Exhibit B
Central Coast Community Energy of Monterey, San Benito, San Luis Obispo, Santa Cruz, and Santa Barbara Counties
List of Parties
County of Santa Cruz
City of Santa Cruz
City of Watsonville
City of Capitola
City of Scotts Valley
County of Monterey
City of Salinas
City of Monterey
City of Pacific Grove
City of Carmel
City of Seaside
City of Marina
City of Sand City
City of Soledad
City of Greenfield
City of Gonzales
City of Del Rey Oaks
County of San Benito
City of Hollister
City of San Juan Bautista
City of Morro Bay
City of San Luis Obispo
City of Paso Robles
City of Pismo Beach
City of Grover Beach
City of Arroyo Grande
County of Santa Barbara
City of Santa Maria
City of Solvang
City of Guadalupe
City of Goleta
City of Carpinteria
City of Buellton
City of Atascadero
County of San Luis Obispo
1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020;9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 29
Exhibit C
Regional Allocation
Board seats in Central Coast Community Energy will be allocated as follows:
i. One seat for Santa Cruz County;
ii. One seat for Monterey County;
iii. One seat for San Benito County;
iv. One seat for Santa Barbara County;
v. One seat for San Luis Obispo County;
vi. One seat for the City of Santa Cruz;
vii. One seat for the City of Salinas;
viii. One seat for the City of Watsonville;
ix. One seat for the City of Santa Maria;
x. One shared seat for remaining Santa Cruz cities including Capitola and Scotts Valley selected by the City Selection Committee; xi. One shared seat for Monterey Peninsula cities including Monterey, Pacific Grove, and Carmel selected by the City Selection Committee; xii. One shared seat for Monterey Coastal cities including Marina, Seaside, Sand City, and Del Rey Oaks selected by the City Selection Committee; xiii. One shared seat for Salinas Valley cities including Greenfield, Soledad, Gonzales selected by the City Selection Committee;
xiv. One shared seat for San Benito County cities including Hollister and San Juan Bautista selected by the City Selection Committee; and 1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 30
xv. One shared seat for the Cities of San Luis Obispo and Morro Bay, selected by agreement or the City Selection Committee; and
xvi. One shared seat for the Cities of Paso Robles and Atascadero selected by agreement or the City Selection Committee; and
xvii. One shared seat for the Cities of Pismo Beach, Grover Beach, and Arroyo Grande selected by agreement or the City Selection Committee. xviii. One shared seat for the Cities of Guadalupe, Solvang, and Buellton selected by agreement or the City Selection Committee.
xix. One shared seat for the Cities of Goleta, and Carpinteria selected by agreement or the City Selection Committee.
1/20/17 as amended 12/5/18; 12/4/19; 6/3/2020; 9/2/2020; 9/22/2022; and 5/15/2023 – P a g e 30
[SIGNATURE PAGES TO BE INSERTED]

Central Coast Community Energy (3CE) Operations BoardAugust 14, 2024

Central Coast Community Energy (3CE) Operations Board
August 14, 2024