Cities Index.
Agenda packet

Central Coast Community Energy (3CE) Operations Board
April 9, 2025

Document
Agenda packet
Meeting
April 9, 2025
Body
Central Coast Community Energy (3CE) Operations Board
Pages
478
Original file
28.7 MB
Text extracted from the CCA's file for reading and search. Open the original on pub-3ce.escribemeetings.com. That file is the official record.

DocuSign Envelope ID: 5FDA430E Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --4DEC B798-4EB2 --4E7F 4E66-A747 --9169 9B7E-A4F9DFD05859 -213FE208CD8E - 8/14/2023 4 Contract Number: EP-2023-019_
installs in CCCE territory and provide support on how to submit applications through the Incentive Clearinghouse. Contractors previously enrolled in the TECH Clean California Initiative will automatically be enrolled in the CCCE program through an amendment to the TECH Trade Partner Participation Agreement.

Activities:
• Support for contractorsin CCCE
Task 4 - Incentive Clearinghouse and Incentive Payments The Incentive Clearinghouse will be the central processing platform for all Program incentives, including potential future incentives that may be integrated from other parties (e.g., TECH or other State incentives). The Incentive Clearinghouse will have the functionality to layer incentives across multiple program administrators. The goals of the Incentive Clearinghouse are to 1) simplify the participant experience by standardizing application requirements and the application submittal process, and 2) create a more comprehensive project data set for public reporting purposes.

CONTRACTOR will configure the incentive clearinghouse with Single Family and Multi-Family Incentives.

CONTRACTOR will process applications, conduct QA/QC, and pay incentives for CCCE on the Incentive Clearinghouse. If potential future incentives from third parties become available for program integration, payments to contractors will combine both CCCE and additional incentives into a single check paid to participants to simplify the payment process.

Activities:
• Configuration of Incentive Clearinghouse with CCCE incentives. • Processing and Payment of CCCE Incentive applications.

Table 1: Estimated Percentage of Time Per Task
Task Estimated Percent of Time
Task 1 – Program Administration 30%
Task 2 – Monthly Data Reports 20%
Task 3 – Contractor Outreach 20%
Task 4 – Incentive Clearinghouse 30%
Program Incentives and Implementation
Incentive Plan
The tables below show incentive values for Heat Pump Heating, Ventilation, and Air Conditioning (HPHVAC) and Heat Pump Water Heater (HPWH) measures under the Program. In all cases, the incentive is limited by the project cost, which will be a required application field. The incentives will be available throughout CCCE service area and are subject to change based on CCCE’s discretion. The CCCE funded incentives will be paid by the CONTRACTOR and dispersed through the Contractor’s Incentive Clearinghouse to provide a seamless experience to market actors.

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 296 of 478 ends

DocuSign Envelope ID: 5FDA430E Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --4DEC B798-4EB2 --4E7F 4E66-A747 --9169 9B7E-A4F9DFD05859 -213FE208CD8E - 8/14/2023 5 Contract Number: EP-2023-019_
Single Family Incentives
Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for single family homeowner customers converting from a gas or propane HVAC to all-electric HPHVAC.

Table 2: Unitary/Split System Heat Pump HVAC Incentives Equipment
Type* Size Category Sub-Category Tier
Seasonal/Part-Load Cooling
Efficiency
HSPF
CCCE
Incentive
per Unit
Unitary Split Baseline HP Replacement $2,500
System and
mini/multi- < 5.4 tons Ducted 1 16.0 SEER 9.5 $3,000
split 2 18.0 SEER 10.0 $3,500
*Incentives available for installations providing full-home heating/cooling. Load calculations showing the installed mini-/multi-split serves full home will be required as part of the application.

The Program will provide an added incentive to income qualified applicants installing a HVAC measure.

The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.

Table 3: Income Qualified Kicker - HPHVAC
Measure Qualifier
CCCE
Incentive
per Unit
Income Qualified Kicker CARE/FERA enrollment $1,000
The Program will provide added incentives for the installation of HPWH measures when (a) a customer certifies to Contractor they are located at a single-family home that was damaged by a Governor-proclaimed disaster occurring in or after February 2023, (b) Contractor passes this information on to 3CE and (c) 3CE thereafter notifies Contractor the customer is eligible for the added incentive. Contractor shall have no responsibility for determining eligibility for such added incentives and shall bear no costs or liabilities with respect to added incentives paid to customers subsequently determined to be ineligible.

Table 4: Equipment Replacement Disaster Kicker - HPHVAC Measure Qualifier
CCCE
Incentive
per Unit
Equipment Replacement
Disaster Kicker - HPHVAC
Damage to home resulting
from declared natural
disaster
$3,000
Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 297 of 478 ends

DocuSign Envelope ID: 5FDA430E Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --4DEC B798-4EB2 --4E7F 4E66-A747 --9169 9B7E-A4F9DFD05859 -213FE208CD8E - 8/14/2023 6 Contract Number: EP-2023-019_
Heat Pump Water Heater(HPWH) Measures
The Program will provide incentives for single family homeowner customers converting from a gas or propane water heater to all-electric HPWH. In all cases, the Program will require applicants to provide evidence of the previous unit’s fuel type to obtain the incentive. For projects that leverage incentive funding from the California Public Utility Commission’s Self Generation Incentive Program (SGIP) under CPUC Decision 22-04-036, 3CE will provide a reduced incentive amount that can be combined with SGIP funds. Table 5: Heat Pump Water Heater Incentives
Previous WH Fuel Type HPWH Capacity
CCCE
Incentive per
Unit
CCCE
Incentive per
Unit for
Projects that
Leverage SGIP
funding
Natural Gas/Propane < 55 Gallons $3,300 $1,500
> 55 Gallons $3,800 $1,500
The Program will provide added incentive for income qualified residential customersinstalling HPWH measures. The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.Table 6: Income Qualified Kicker - HPWH Measure Qualifier
CCCE
Incentive
per Unit
Income Qualified Kicker CARE/FERA enrollment $1,000
The Program will provide added incentives for the installation of HPWH measures when (a) a customer certifies to 3CE or Contractor a project is located at a single-family home that was damaged by a Governor-proclaimed disaster occurring in February 2023 or later and (b) Contractor passes this information onto 3CE and (c) 3CE thereafter notifies Contractor the customer is eligible for the added incentive. Contractor shall have no responsibility for determining eligibility for such added incentives and shall bear no costs or liabilities with respect to added incentives paid to customers subsequently determined to be ineligible.

Table 7: Equipment Replacement Disaster Kicker - HPWH
Measure Qualifier
CCCE
Incentive
per Unit
Equipment Replacement
Disaster Kicker - HPWH
Damage to home resulting
from declared natural
disaster
$1,000
Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 298 of 478 ends

DocuSign Envelope ID: 5FDA430E Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --4DEC B798-4EB2 --4E7F 4E66-A747 --9169 9B7E-A4F9DFD05859 -213FE208CD8E - 8/14/2023 7 Contract Number: EP-2023-019_
Panel Replacement Measures
The Program will offer incentives for panel replacements or upgrades to single family homeowner customers that increase the effective panel capacity to support additional electrical load related to the installation of HPHVAC or HPWH measures. This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.

Table 8: Panel Upgrade and ReplacementIncentives
Measure Category
CCCE
Incentive per
Unit
Panel upgrade $2,000
Multi-Family Incentives
Gasto Electric HPWH
The Program will provide incentives for multifamily building owner customers converting from a gas or propane water heater to all-electric HPWH.

Table 9: Multifamily Unit HPWH Incentives
Measure Market Rate
Incentives perUnit
Income
Qualified
Incentives per
Unit
Gas/propane to HPWH - unitary $2,100 $2,800
Upsizing kicker Gas/propane to
HPWH - unitary $1,050 $1,400
Non HPWH to HPWH - central $1,800 $2,400
Upsizing kicker non HPWH to
HPWH - central $900 $1,200
Panel/Electricalservice
upgrade* $2,000 $2,800
Disaster Replacement Kicker** $1,000 $1,000
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
** The incentive is determined by a project located at a multi-family dwelling that was damaged by a Governor-proclaimed disaster occurring in February 2023 or later.

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 299 of 478 ends

DocuSign Envelope ID: 5FDA430E Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --4DEC B798-4EB2 --4E7F 4E66-A747 --9169 9B7E-A4F9DFD05859 -213FE208CD8E - 8/14/2023 8 Contract Number: EP-2023-019_
Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for multifamily building owner customers converting from a gas or propane HVAC to all-electric HPHVAC.

Table 10: Multifamily Unit HP HVAC Incentives
Measure Market Rate Incentives
per Unit
Income
Qualified
Incentives per
Unit
Split or Rooftop HP - individual apt. $3,000 $4,000
PTHP, SPVHP, unitary through the
wall - individual apt. $750 $1,000
PTHP, SPVHP, unitary through the
wall - individual apt. (Variable
capacity/inverter driven (previous
heat source = all except PTHPs)
$1,500 $2,000
HP HVAC - multiple apts. $1,500 $2,000
Split or Rooftop HP - common area $2,700 $3,600
PTHP, SPVHP, unitary through the
wall - common area $450 $600
PTHP, SPVHP, unitary through the
wall - common area (Variable
capacity/inverter driven, previous
heat source = non HP systems)
$1,200 $1,600
Panel/Electrical service upgrade $2,000 $2,800
Disaster Replacement Kicker** $2,000 $2,000
*Thisincludes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
** The incentive is determined by a project located at a multi-family dwelling that was damaged by a Governor-proclaimed disaster occurring in February 2023 or later.

TECH Clean California Data Sharing
CCCE acknowledges and agrees that over the course of CONTRACTOR carrying out its obligations under this agreement, customer program participation data may need to be disclosed to CONTRACTOR’S subcontractors and representatives carrying out their obligations under the TECH Clean California program. In its agreements with subcontractors and representatives, CONTRACTOR will require the same adherence to all confidentiality and data security measures described by this Agreement, including Section 10. Record and Confidentiality and Exhibit C: Procedures for Release of Covered Information.

CONTRACTOR is solely responsible for any breach or non-compliance of these terms by its TECH Clean California subcontractors or CONTRACTOR representatives in safeguarding confidential information in accordance with this Agreement.

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 300 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-

Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A -B798-4EB2 -4E7F-A747 -9169-A4F9DFD05859 -213FE208CD8E 2 EP-2022-013
Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 301 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-

Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A -B798-4EB2 -4E7F-A747 -9169-A4F9DFD05859 -213FE208CD8E 3 EP-2022-013
AMENDMENT NO. 1

TO SERVICES AGREEMENT BETWEEN ENERGY SOLUTIONS AND

CENTRAL COAST COMMUNITY ENERGY
This Amendment No.1 to the Services Agreement (“Agreement”) which was effective on March 11, 2022, is entered into by and between CENTRAL COAST COMMUNITY ENERGY (“CCCE”) and Cohen Ventures, Inc. DBA Energy Solutions (hereinafter “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 the Agreement on March 11, 2022, to provide goods and/or services generally described as services to implement a Residential Electrification Program (“Program”) for CCCE customers; and WHEREAS, CCCE sought to support and enhance the TECH Clean California Initiative, a statewide program to accelerate electrification, by combining CCCE incentive funds with state incentive funds; and
WHEREAS, due to high demand, in May 2022, TECH Clean California Initiative funds became eitherfully reserved orsubstantially reserved throughout CCCE’s service area, impacting the Program’s ability to provide CCCE customers with incentives at the desired levels to accelerate electrification; and
WHEREAS, CCCE seeksto extend the term of the Agreement to September 30, 2023; and
WHEREAS, without changing the Not to Exceed amount of the Agreement, CCCE seeks to supplement incentive funds that were offered under the TECH Clean California Initiative to allow building electrification incentives to remain unchanged for CCCE customers.

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

The Agreement is hereby amended on the terms and conditions as set forth in the Agreement, except as specifically set forth below.

1. Amend the first sentence of Section 3.1 to read asfollows:

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 302 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-

Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A -B798-4EB2 -4E7F-A747 -9169-A4F9DFD05859 -213FE208CD8E 4 EP-2022-013
The term of this Agreement is from the date of execution until September 30th, 2023, unless sooner terminated pursuant to the terms of this Agreement.

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

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

4. Except as provided herein, all remaining terms, conditions and provisions of the Agreement are unchanged and unaffected by this Amendment No. 1 and shall continue in full force and effect.

5. A copy of this Amendment No. 1 shall be attached to the Original Agreement.

6. This Amendment No. 1 shall be effective when signed by both parties.

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

Cohen Ventures, Inc. Central Coast Community Energy
BY:

Title:Associate Director
BY:

Tom Habashi, CEO
Date: 8/2/2022 | 8:19 AM PDT Date: 8/15/2022
Approved asto Form
BY:

Brian Kimball, General Counsel
Date: 8/15/2022
Approved as to Financial Terms
BY:

Jaya Bajpai, Chief Financial Officer
Date: 8/15/2022
Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 303 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-

Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A -B798-4EB2 -4E7F-A747 -9169-A4F9DFD05859 -213FE208CD8E 8/1/2022 5 Contract Number: EP-2022-013
Exhibit A-1: Scope of Services
Task 1 - Program Administration
CONTRACTOR will collaborate with CCCE to develop, implement, and manage the CCCE Electrify Your Home Program (“The Program”) with activities including, but not limited to processing applications, paying incentives, reporting, and representing CCCE’s interests with third parties and participating contractors. CONTRACTOR will host monthly callsto review the status of goals, participant performance, and discuss potential issues and recommendations for improvement.

Activities:
• Meetings hosted once per month
Task 2 - Data Reports
Task 2a – Monthly Data Report
CONTRACTOR will provide reports to CCCE in a manner that enables confident decision-making and alleviates auditrisk. To enable real-time reporting, CONTRACTOR’S software platform, Iris, is designed to provide secure integrated data collection, and reports may be downloaded from Iris at any time. The fields included in these reports are flexible and will be configured to suit CCCE’s preferences.

CONTRACTOR will prepare a monthly report with a summary of current participation and performance indicators that are determined by CONTRACTOR and approved by CCCE. These reports will be accessible either through the online application system, delivered via a secure file sharing website, or delivered based on agreed upon terms between CCCE and CONTRACTOR.

Deliverables:
• Monthly Report delivered once per month
Task 2b - Full Data Reports
All sales data collected from participants in claims, as well as all data documenting completed validation checks, eligible equipment specifications, and payments to participants, will be saved in Iris and will be available for use in all automated and manualQA/QC processes. CONTRACTOR willreport on this data Program-to-date, which will include application-level fields such as equipment, installation, customer, and savings data.

Deliverables:
• Raw data provided ad hoc.

Task 3 - Contractor Outreach
CONTRACTOR will leverage trade ally outreach efforts to build and maintain a network of contractors, distributors, and manufacturers to support the Program and ensure contractors in CCCE territory are aware of the higher incentives sponsored by CCCE. CONTRACTOR will work with contractors to create Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 304 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-

Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A -B798-4EB2 -4E7F-A747 -9169-A4F9DFD05859 -213FE208CD8E 8/1/2022 6 Contract Number: EP-2022-013
installs in CCCE territory and provide support on how to submit applications through the Incentive Clearinghouse. Contractors previously enrolled in the TECH Clean California Initiative will automatically be enrolled in the CCCE program through an amendment to the TECH Trade Partner Participation Agreement.

Activities:
• Support for contractors in CCCE
Task 4 - Incentive Clearinghouse and Incentive Payments The Incentive Clearinghouse will be the central processing platform for all Program incentives, including potential future incentives that may be integrated from other parties (e.g., TECH or other State incentives). The Incentive Clearinghouse will have the functionality to layer incentives across multiple program administrators. The goals of the Incentive Clearinghouse are to 1) simplify the participant experience by standardizing application requirements and the application submittal process, and 2) create a more comprehensive project data set for public reporting purposes.

CONTRACTOR will configure the incentive clearinghouse with Single Family and Multi-Family Incentives.

CONTRACTOR will process applications, conduct QA/QC, and pay incentives for CCCE on the Incentive Clearinghouse. If potential future incentives from third parties become available for program integration, payments to contractors will combine both CCCE and additional incentives into a single check paid to participants to simplify the payment process.

Activities:
• Configuration of Incentive Clearinghouse with CCCE incentives. • Processing and Payment of CCCE Incentive applications.

Table 1: Estimated Percentage of Time Per Task
Task Estimated Percent of Time
Task 1 – Program Administration 30%
Task 2 – Monthly Data Reports 20%
Task 3 – Contractor Outreach 20%
Task 4 – Incentive Clearinghouse 30%
Program Incentives and Implementation
Incentive Plan
The tables below show incentive values for Heat Pump Heating, Ventilation, and Air Conditioning (HPHVAC) and Heat Pump Water Heater (HPWH) measures under the Program. In all cases, the incentive is limited by the project cost, which will be a required application field. The incentives will be available throughout CCCE service area and are subject to change based on CCCE’s discretion. The CCCE funded incentives will be paid by the CONTRACTOR and dispersed through the Contractor’s Incentive Clearinghouse to provide a seamless experience to market actors.

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 305 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-

Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A -B798-4EB2 -4E7F-A747 -9169-A4F9DFD05859 -213FE208CD8E 8/1/2022 7 Contract Number: EP-2022-013
Single Family Incentives
Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for single family homeowner customers converting from a gas or propane HVAC to all-electric HPHVAC.

Table 2: Unitary/Split System Heat Pump HVAC Incentives Equipment
Type* Size Category Sub-Category Tier
Seasonal/Part-Load Cooling
Efficiency
HSPF
CCCE
Incentive
per Unit
Unitary Split Baseline HP Replacement $2,500
System and
mini/multi- < 5.4 tons Ducted 1 16.0 SEER 9.5 $3,000
split 2 18.0 SEER 10.0 $3,500
*Incentives available for installations providing full-home heating/cooling. Load calculations showing the installed mini-/multi-split serves full home will be required as part of the application.

The Program will provide an added incentive to income qualified applicants installing a HVAC measure.

The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.

Table 3: Income Qualified Kicker - HPHVAC
Measure Qualifier
CCCE
Incentive
per Unit
Low-Income Kicker CARE/FERA enrollment $1,000
Heat Pump Water Heater (HPWH) Measures
The Program will provide incentives for single family homeowner customers converting from a gas or propane water heater to all-electric HPWH. In all cases, the Program will require applicants to provide evidence of the previous unit’s fuel type to obtain the incentive.

Table 4: Heat Pump Water Heater Incentives
PreviousWHFuel
Type HPWH Capacity
CCCE
Incentive
per Unit
Natural Gas/Propane < 55 Gallons $3,300
> 55 Gallons $3,800
The Program will provide an added incentive to income qualified applicants installing HPWH measure.

The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 306 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-

Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A -B798-4EB2 -4E7F-A747 -9169-A4F9DFD05859 -213FE208CD8E 8/1/2022 8 Contract Number: EP-2022-013
Table 5: Income Qualified Kicker - HPWH
Measure Qualifier
CCCE
Incentive
per Unit
Low-Income Kicker CARE/FERA enrollment $1,000
Panel Replacement Measures
The Program will offer incentives for panel replacements or upgrades to single family homeowner customers that increase the effective panel capacity to support additional electrical load related to the installation of HPHVAC or HPWH measures. This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.

Table 6: Panel Upgrade and Replacement Incentives
Measure Category
CCCE
Incentiveper
Unit
Panel upgrade $2,000
Multi-Family Incentives
Gasto Electric HPWH
The Program will provide incentives for multifamily building owner customers converting from a gas or propane water heater to all-electric HPWH.

Table 7: Multifamily Unit HPWH Incentives
Measure Market Rate
Incentives perUnit
Low Income
Incentivesper
Unit
Gas/propane to HPWH - unitary $2,100 $2,800
upsizing kicker Gas/propane to
HPWH - unitary $1,050 $1,400
non HPWH to HPWH - central $1,800 $2,400
upsizing kicker non HPWH to
HPWH - central $900 $1,200
Panel/Electricalservice
upgrade* $2,000 $2,800
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 307 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-

Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A -B798-4EB2 -4E7F-A747 -9169-A4F9DFD05859 -213FE208CD8E 8/1/2022 9 Contract Number: EP-2022-013
Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for multifamily building owner customers converting from a gas or propane HVAC to all-electric HPHVAC.

Table 8: Multifamily Unit HP HVAC Incentives
Measure Market Rate Incentives
per Unit
Low Income
Incentivesper
Unit
Split or Rooftop HP - individual apt. $3,000 $4,000
PTHP, SPVHP, unitary through the
wall - individual apt. $750 $1,000
PTHP, SPVHP, unitary through the
wall - individual apt. (Variable
capacity/inverter driven (previous
heat source = all except PTHPs)
$1,500 $2,000
HP HVAC - multiple apts. $1,500 $2,000
Split or Rooftop HP - common area $2,700 $3,600
PTHP, SPVHP, unitary through the
wall - common area $450 $600
PTHP, SPVHP, unitary through the
wall - common area (Variable
capacity/inverter driven, previous
heat source = non HP systems)
$1,200 $1,600
Panel/Electricalservice upgrade $2,000 $2,800
*Thisincludes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.

TECH Clean California Data Sharing
CCCE acknowledges and agrees that over the course of CONTRACTOR carrying out its obligations under this agreement, customer program participation data may need to be disclosed to CONTRACTOR’S subcontractors and representatives carrying out their obligations under the TECH Clean California program. In its agreements with subcontractors and representatives, CONTRACTOR will require the same adherence to all confidentiality and data security measures described by this Agreement, including Section 10. Record and Confidentiality and Exhibit C: Procedures for Release of Covered Information. CONTRACTOR is solely responsible for any breach or non-compliance of these terms by its TECH Clean California subcontractors or CONTRACTOR representatives in safeguarding confidential information in accordance with this Agreement.

Exhibit B-1: Payment Terms
Incentive Reimbursement
CONTRACTOR will pay incentives and be reimbursed by CCCE to simplify payment process.

CONTRACTOR will provide invoices with details of incentive payments as well as fixed price and Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 308 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 2 Contract Number:
performance payments in a format required by CCCE. Invoices will be submitted to CCCE by the 15th of each month.

Budget
CONTRACTOR will be compensated with an administration budget based on a fixed price (Fixed Price Start-Up Fee) and performance basis (Performance Payment). The Fixed Price Start-Up Fee and Performance Payment covers all the services in the Scope of Work. The Fixed Price Start-Up Fee covers costs associated with Program start-up, including 1) contractor outreach and enrollment across CCCE’s service area; 2) coordination with additional TECH Clean California Initiative activities, including but not limited to contractor outreach, contractor training, vendor engagement, data analysis, data reporting, marketing, and pilot activities; and 3) configuration of the Incentive Clearinghouse. The Program Implementation Fee covers ongoing services described in the Scope of Work. The Fixed Price Start-Up Fee shall be $50,000 and the Program Implementation Fee shall be 7% of all incentives paid out over $500,000. Associated with Program start-up, the Fixed Price Start-Up Fee will be invoiced upon receiving the Program’s first claim through the Incentive Clearinghouse and demonstration of completed activities 1 – 3 above, deemed satisfactory by CCCE. Tables 1 and 2 below provide a breakdown of the budget and budget thresholds for each building type.

Table 1: Budget Breakdown
Expense Type Total
Incentive Reimbursement $1,600,000
Administration Costs $160,000
Fixed Price Start-Up Fee $50,000
Program Implementation Fee $110,000
Total Costs $1,760,000
Table 2. Budget per Category
Category Minimum Budget Maximum Budget Per Project
Single Family (SF) $600,000 $100,000*
Multi-Family (MF) $400,000 $100,000
Low-Income (SF or MF) $200,000 $200,000
*Includes large group single family projects such as a military base.

These budgets per category are intended to promote geographic equity and diversity across the Program’s projects. Incentive caps per category may be changed at CCCE's discretion and documented in email.

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 309 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 3 Contract Number:

CENTRAL COAST COMMUNITY ENERGY

STANDARD SERVICES AGREEMENT
This Agreement is made by and between CENTRAL COAST COMMUNITY ENERGY (“3CE”) and Cohen Ventures, Inc. DBA Energy Solutions (hereinafter “CONTRACTOR”), a California corporation with its principal place of business located at 449 15th Street, Suite 400, Oakland, CA . 3CE and CONTRACTOR may be individually referred to herein as “Party” or collectively as “Parties.” In consideration of the mutual covenants and conditions set forth in this Agreement, the Parties agree as follows:

1. GENERAL DESCRIPTION

1.1. 3CE hereby engages CONTRACTOR to perform, and CONTRACTOR hereby agrees to perform, the services described in Exhibits A in conformity with the terms of this Agreement. The goods and/or services are generally described as services to implement a Residential Electrification Program for CCCE customers.

2. PAYMENT PROVISIONS

2.1. 3CE 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 3CE to CONTRACTOR under this Agreement shall not exceed the sum of $1,760,000.00.

3. TERM OF AGREEMENT

3.1. The term of this Agreement is from the date of execution until September 30th, 2022, unless sooner terminated pursuant to the terms of this Agreement. This Agreement is of no force or effect until signed by both the CONTRACTOR and 3CE, with 3CE’s execution to be last in time.

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

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

4. SCOPE OF SERVICES AND ADDITIONAL PROVISIONS

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

4.1.1. Exhibit A: Scope of Services

4.1.2. Exhibit B: Payment Terms

4.1.3. Exhibit C: Procedures for Unauthorized Release of Covered Information Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 310 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 4 Contract Number:

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 deliverthe services required under this Agreement and are not employees of 3CE or immediate family of an employee of 3CE.

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

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

6. PAYMENT CONDITIONS

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

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

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

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

7. TERMINATION

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

7.2. Either Party may provide notice to the breaching Party of the non-breaching Party’s intent to cancel and terminate this Agreement for Good Cause (defined below). Termination shall occur Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 311 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 5 Contract Number:
if the Parties fail to agree on a plan for the breaching Party to cure within fifteen (15) days of the breaching Party’s receipt of such notice. “Good Cause” includes the failure of CONTRACTOR to perform the required services at the time and in the manner provided under this Agreement, or failure for 3CE to render payment for completed services following CONTRACTOR’s written demand for payment, in accordance with Exhibit B – Payment Conditions. If either Party terminates this Agreement for Good Cause, 3CE may be relieved of payment for work not performed and 3CE may proceed with the work in any manner, which 3CE deems proper.

8. INDEMNIFICATION

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

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

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

9. INSURANCE REQUIREMENTS

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

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

9.2.1.1. Commercial General Liability Insurance, including but not limited to premises and operations, including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability, Broad form Property Damage, Independent Contractors, Products and Completed Operations, and cross-liability with a combined single limit for Bodily Injury and Property Damage of not less than $1,000,000 per occurrence, and $2,000,000 in the aggregate.

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 312 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 6 Contract Number:

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

10. RECORD AND CONFIDENTIALITY

10.1.“Confidential Information” is defined as certain confidential, secret and proprietary information, disclosed either orally or in writing or in printed, graphic or electronically recorded materials, records, data, specifications, formulas, technology, inventions, devices, products, methods, know-how, processes, financial data, specific client data and requirements, client and potential client lists, information concerning each Parties employees, agents or divisions, pricing information, and other trade secrets which have been or will be developed and owned by either of the Parties or their respective client(s).

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 313 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 7 Contract Number:

10.1.1. Confidential Information specifically includes Covered Information (as defined in Exhibit C), including Protected Personal Information(“PPI”) that identifies, relatesto, 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.The Parties and their respective 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. A Party receiving Confidential Information (the “Receiving Party”) shall not disclose any confidential records or other Confidential Information received from the other Party (the “Disclosing Party”) or prepared in connection with the performance of this Agreement, unless the Disclosing Party specifically permits the Receiving Party to disclose such records or information. The Receiving Party shall promptly transmit to 3CE any and all requests for disclosure of any such confidential records or Confidential Information. The Receiving Party shall not use any Confidential Information gained by the Receiving Party in the performance of this Agreement except for the sole purpose of carrying out the Receiving Party’s obligations under this Agreement.

10.3.Upon expiration or termination of this Agreement, the Receiving Party shall return to the Disclosing Party any Disclosing Party records which the Receiving Party used or received from the Disclosing Party to perform services under this Agreement.

10.4.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.

10.5.3CE shall have the right to examine, monitor and audit all records, documents, conditions, and activities of the CONTRACTOR and its subcontractors related to services provided under this Agreement. Pursuant to Government Code section 8546.7, if this Agreement involvesthe expenditure of public funds in excess of $10,000, the parties to this Agreement may be subject, at the request of 3CE or as part of any audit of 3CE, to the examination and audit of the State Auditor pertaining to matters connected with the performance of this Agreement for a period of three years after final payment under the Agreement.

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 314 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 8 Contract Number:

10.6.CONTRACTOR shall not publish any and all original computer programs, writings, sound recordings, pictorial reproductions, drawings, and other works of similar nature without the prior written approval of 3CE.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 “Iris Platform” is defined as the Iris online software and associated data, owned and maintained by CONTRACTOR and provided as a part of the services to 3CE under this Agreement, that functions as an incentive processing and program reporting platform for 3CE’s customers and other third parties.

11.2 Intellectual Property Rights to the Iris Platform. All right, title, and interest in and to the Iris Platform (including without limitation all intellectual property rights therein) and all modifications, improvements, extensions, customizations, scripts or other definitive works of the Iris Platform provided or developed by the CONTRACTOR, whether prior to or during the Term of this Agreement, are and shall remain at all times solely vested in the CONTRACTOR. The Iris Platform was developed in its entirety by CONTRACTOR prior to the term of this Agreement, is the sole and exclusive property of CONTRACTOR, and CONTRACTOR retains all intellectual property rights thereto, including but not limited to copyrights (including all registrations and applications therefor), trade secrets, service marks, trademarks, trade names, trade dress, trademark applications and registrations, internet domain names, and all other proprietary and intellectual property rights, including moral rights.

Use of the Iris Platform by 3CE, its customers or any third party as part of the services shall not convey any rights of ownership to the Iris Platform, express or implied, including any intellectual property rights thereto, to any such party. During the term of this Agreement, CONTRACTOR grants to 3CE a non-exclusive, non-assignable, royalty-free, worldwide limited right to access and use the Iris Platform in connection with the services. Except as expressly provided herein, Company agrees not to assign, sublicense, transfer, copy, reproduce, distribute, republish, display, post or transmit in any form or by any means, any part of the Iris Platform to any third party. 3CE agrees not to access the Iris Platform by any means other than through the interfaces that are provided by CONTRACTOR.

Notwithstanding any conflicting terms of this Agreement, the Iris Platform and any and all works, expressions, inventions, ideas, discoveries, improvements and developments made to the Iris Platform by any person during the term of this Agreement, are explicitly excluded as "work for hire" pursuant to this Agreement.

Any data provided by 3CE to CONTRACTOR on the Iris Platform remains the property of 3CE and, upon request, shall be exported and/or deleted from the Iris Platform.

11.3 Iris Platform Terms of Use. All users of the Iris Platform shall be required to comply with the Iris Platform'sstandard Terms of Use, including 3CE employees who accesses the Iris Platform in connection Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 315 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 9 Contract Number:
with the services; provided, however, that if any Terms of Use applicable to 3CE employees conflict with any provisions of this Agreement, with respect to 3CE's use of the Iris Platform in connection with the services, the provision of this Agreement shall control.

12. NON-DISCRIMINATION

12.1.During the performance of this Agreement, CONTRACTOR, and its subcontractors, shall not unlawfully discriminate against any person because of race, religious creed, color, sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age (over 40), or sexual orientation, either in CONTRACTOR’s employment practices or in the furnishing of services to recipients. CONTRACTOR shall ensure that the evaluation and treatment of its employees and applicants for employment and all persons receiving and requesting services are free of such discrimination. CONTRACTOR and any subcontractor shall, in the performance of this Agreement, fully comply with all federal, state, and local laws and regulations which prohibit discrimination. The provision of services primarily or exclusively to such target population as may be designated in this Agreement shall not be deemed to be prohibited discrimination.

13. INDEPENDENT CONTRACTOR

13.1.In the performance of work, duties, and obligations under this Agreement, CONTRACTOR is at all times acting and performing as an independent contractor and not as an employee of 3CE.

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

14. NOTICES

14.1.Notices required under this Agreement shall be delivered personally, by email, or by first-class, postage pre-paid mail to 3CE and CONTRACTOR’S contract administrators at the addresses listed below. In the case of email, Notices are considered received upon the date of confirmation of receipt or read receipt:

Central Coast Community Energy CONTRACTOR
Chief Financial Officer Contract Services
70 Garden Court, Suite 300 449 15th Street, Suite 400
Monterey, Ca 93940 Oakland, CA 94612
Email: [email protected] Email: [email protected] Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 316 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 10 Contract Number:

15. MISCELLANEOUS PROVISIONS

15.1.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.

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

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

15.4.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.

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

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

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

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

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

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

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

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 317 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 11 Contract Number:

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

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

15.14. 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.

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

15.16. Integration. This Agreement, including the exhibits, represent the entire Agreement between 3CE and the CONTRACTOR with respect to the subject matter of this Agreement and shall supersede all prior negotiations, representations, or agreements, either written or oral, between 3CE and the CONTRACTOR as of the effective date of this Agreement, which is the date that 3CE signs the Agreement.

15.17. 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.

Energy Solutions Central Coast Community Energy
BY: BY:

Title: Director, Energy Efficiency Tom Habashi, CEO
Date: 3/9/2022 Date: 3/11/2022
Approved as to Form
BY:

Brian Kimball, General Counsel
Date: 3/11/2022
Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 318 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 12 Contract Number:

Approved asto Financial Terms
BY:

Jaya Bajpai, Chief Financial Officer
Date: 3/10/2022
Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 319 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 13 Contract Number:

Exhibit A: Scope of Services
Task 1 - Program Administration
Consultant will collaborate with CCCE to develop, implement, and manage the Program with activities including, but not limited to program budget and tracking and representing CCCE’s interests with third parties and participating contractors. Consultant will host monthly calls to review the status of goals, participant performance, and discuss potential issues and recommendations for improvement.

Activities:
• In Personmeetings hosted once per month
Task 2 - Data Reports
Task 2a – Monthly Data Report
Consultant will provide reports to CCCE in a manner that enables confident decision-making and alleviates audit risk. To enable real-time reporting, oursoftware platform, Iris, is designed to provide secure integrated data collection, and reports may be downloaded from Iris at any time. The fields included in these reports are flexible and will be configured to suit CCCE’s preferences.

Consultant will prepare a monthly report with a summary of current participation and performance indicators that are determined by Consultant and approved by CCCE.

These reports will be accessible either through the online application system, delivered via a secure file sharing website, or delivered based on agreed upon terms between CCCE and Consultant.

Deliverables:
• Monthly Report delivered once per month
Task 2b - Full Data Reports
All sales data collected from participants in claims, as well as all data documenting completed validation checks, eligible equipment specifications, and payments to participants, will be saved in Iris and will be available for use in all automated and manual QA/QC processes. Consultant will report on this data Program-to-date, which will include application-level fields such as equipment, installation, customer, and savings data.

Deliverables:
• Raw data provided ad hoc.

Task 3 - Contractor Outreach
Consultant will leverage trade ally outreach efforts of TECH to build and maintain a network of contractors, distributors, and manufacturers to support the Program and ensure contractors in CCCE territory are aware of the higher incentives sponsored by CCCE. Consultant will work with contractors to create installs in CCCE territory and provide support on how to submit applications through the Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 320 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 14 Contract Number:

Incentive Clearinghouse. Contractors enrolled in TECH will automatically be enrolled in the CCCE program through an amendment to the TECH Trade Partner Participation Agreement.

Activities:
• Support for contractorsin CCCE
Task 4 - Incentive Clearinghouse and Incentive Payments The Incentive Clearinghouse will be the central processing platform for all TECH incentives. This feature will be used for statewide, pilot, and regional incentives offered by TECH, and will be essential to scale and integrate new initiatives as building electrification is more widely adopted. The Incentive Clearinghouse will have the functionality to layer incentives across multiple program administrators. The goals of the Incentive Clearinghouse is to 1) simplify the participant experience by standardizing application requirements and the application submittal process, and 2) create a more comprehensive project data set for public reporting purposes.

Consultant will configure the incentive clearinghouse with Single Family and Multi-Family Incentives.

Consultant will pay process, QA/QC and pay incentives for CCCE on the clearinghouse. Payments to contractors will combine both CCCE and TECH incentives into a single check paid to participants to simplify the payment process.

Activities:
• Configuration of Incentive Clearinghouse with CCCE incentives • Processing and Payment of CCCE Incentive applications.

Estimated Percentage of Time Per Task:

Task Estimated Percent of Time
Task 1 – Program Administration 30%
Task 2 – Monthly Data Reports 20%
Task 3 – Contractor Outreach 20%
Task 4 – Incentive Clearinghouse 30%
Program Duration
Program duration is at the discretion of CCCE, but the current proposal assumes the program will run from July 1, 2022, through July 1st, 2025, or until the budget is spent.

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 321 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 15 Contract Number:

Program Incentives and Implementation
Incentive Plan
The below tablesshow the incentive values for HP HVAC and HPWH measures. In all cases, the incentive is limited by the project cost, which will be a required application field. The incentives will be available throughout CCCE territory.

Single Family Incentives
Heat Pump HVAC Measures
TECH plans to offer baseline incentives of $3,000 per unit to all Gas IOU customers in California. TECH is seeking to partner with other program administratorsthat want to provide incentivesto support quicker adoption by supporting an enhanced incentive structure that offers up to $3,600 in additional incentives. Consultant proposes that CCCE funds $1,500 per HP HVAC installation, which will allow the TECH to provide complementary incentives for the installation of higher efficiency equipment with higher installation quality. These CCCE funded incentives will be paid by the Consultant and dispersed through the Incentive Clearinghouse with the TECH funds to provide a seamless experience to market actors.

Table 1: Unitary/Split System Heat Pump HVAC Incentives Equipment
Type
Size
Category
Sub-Category Tier
Seasonal/Part-Load Cooling
Efficiency
HSPF
CCCE
Incentive
per Unit
TECH
Incentive
per
Unit**
Total
Incentive
per Unit
Unitary Split
System and
mini/multi-split
< 5.4 tons Ducted
Baseline HP Replacement $1,500 $1,500 $3,000
1 16.0 SEER 9.5 $1,500 $2,400 $3,900
2 18.0 SEER 10.0 $1,500 $3,300 $4,800
*Incentives available for installations providing full-home heating/cooling. Load calculations showing the installed mini-/multi-split serves full home will be required as part of the application. **TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.

Energy Solutions will inform CCCE of any potential changes to TECH incentives.

Table 2: Heat Pump HVACQuality Installation Bonuses
Quality Installation Measure* Qualifier
CCCE
Incentive
per Unit
TECH
Incentive per
Unit**
Total
Incentive per
Unit
Manual J Completed Provide Calculations $0 $600 $600
Duct Testing and Sealing 5% Total leakage or less $0 $600 $600 Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 322 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 16 Contract Number:

Field Measured Performance
(based on ASHRAE 221-2020)
Heating System Performance Ratio (HSPr)
or Cooling System Performance Ratio
(CSPr) = 80% or better
$0 $600 $600
*Incentives only available as add-on bonusesto heat pump installation. **TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.

Energy Solutions will inform CCCE of any potential changes to TECH incentives.

The HP HVAC measures are for gas to heat pump conversion scenarios only. In all cases, the applicant must show that the gas equipment has either been fully decommissioned orsetup to run in emergency scenarios only. In addition, the HP HVAC incentives are based on heat pumps that provide full-home heating and cooling. The incentives are available in cases when the customer does not have previous cooling.

CCCE would also be funding a low-income adder, with a flat rate of $1,000/unit.

Measure Qualifier
CCCE
Incentive
per Unit
TECH
Incentive
per Unit
Total
Incentive
per Unit*
Low-Income Kicker CARE/FERA enrollment $1,000 $0 $1,000 Heat Pump Water Heater Measures
The Program will offer incentives for customers converting from a gas, propane, or electric resistance water heater to HPWH. In all cases, the Program will require applicants to provide evidence of the previous unit’s fuel type to obtain the incentive. Like the HP HVAC measures, TECH plans to offer baseline incentives for HPWH’s but will offer an enhanced incentive structure (up to a total of $6,600) for partners that want to provide incentives for these technologies. The enhanced incentive structure will support additional incentives for replacing electric resistance water heaters and for panel upgrades needed in conjunction with HPWH installations. Consultant proposes that CCCE offer $1,500 for gas to electric conversions. These incentives will be funded by CCCE and distributed by the Consultant with the complimentary TECH incentives. This contribution of funding enables TECH to offer complimentary incentives that are more attractive for replacing electric resistance replacement, and enable electric panel upgrades, overcoming a major barrier to many installations.

Table 3: Heat Pump Water Heater Incentives
PreviousWHFuel
Type HPWH Capacity
CCCE
Incentive
per Unit
TECH
Incentive
per Unit*
Total
Incentive
per Unit
Natural Gas/Propane < 55 Gallons $1,500 $1,600 $3,100
> 55 Gallons $1,500 $2,300 $3,800
Electric resistance All $0 $1,500 $1,500
*TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.

Energy Solutions will inform CCCE of any potential changes to TECH incentives.

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 323 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 17 Contract Number:

Table 4: Panel Upgrade/Smart Load Center Incentives
Measure Category Qualifier
CCCE
Incentive
per Unit
TECH
Incentive
per Unit**
Total
Incentive
per Unit
Panel upgrade Up to 200 amps
$1,000 $1,800 $2,800
Smart Load Center* None
*Incentives only available as add-on bonusesto heat pump water heater installation **TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.

Energy Solutions will inform CCCE of any potential changes to TECH incentives.

The incentive rates for natural gas or propane to HPWH are differentiated to support upsizing HPWHsto ensure the units have capacity to run primarily in heat pump mode, while also having load available to shift out of peak demand periods.

TECH will offer panel upgrade incentives for customers sizing up to 200 amps or installing a smart load center if the smart load center increases the effective panel capacity to support the added electrical load from the HPWH.

CCCE would also be funding a low-income adder, with a flat rate of $1,000/unit Measure Qualifier
CCCE
Incentive
per Unit
TECH
Incentive
per Unit
Total
Incentive
per Unit
Low-Income Kicker CARE/FERA enrollment $1,000 $0 $1,000 Consultant will re-evaluate incentive levels and participation after the first year, 2022, to determine whether the incentive design should be updated to meet the needs of CCCE and TECH. The soon to be released 120-volt “plug-in” HPWHs will be eligible for the incentive amount associated with the previous water heater fuel type. Consultant may establish a future measure category specifically available for the 120-volt HPWHs once more data on unit install cost are collected.

Multi-Family Incentives
Multifamily incentives are proposed to be 50% of current TECH offering for market rate incentives and 100% of the TECH incentives for low income. These incentives reflectsimilar incentives offered by other Program Administrators in the state and can be layered directly with the TECH incentives. This format will ensure that there is little confusion with multifamily contractors.

Gasto Electric HPWH
Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 324 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 18 Contract Number:

Measure CCCEMarket Rate
Incentives
CCCE Low
Income
Incentives
TECH
Layered
Incentives*
Gas/propane to HPWH - unitary $700 $1,400 $1,400
upsizing kicker Gas/propane to
HPWH - unitary
$350 $700 $700
non HPWH to HPWH - central $600 $1,200 $1,200
upsizing kicker non HPWH to
HPWH - central
$300 $600 $600
Panel/Electrical service upgrade $700 $1,400 $1,400
*TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.

Energy Solutions will inform CCCE of any potential changes to TECH incentives.

Gas to Electric HP HVAC Incentives
Measure CCCEMarket Rate
Incentives
CCCE Low
Income
Incentives
TECHLayered
Incentives*
Split or Rooftop HP - individual apt. $1,000 $2,000 $2,000 PTHP, SPVHP, unitary through the
wall - individual apt.
$250 $500 $500
PTHP, SPVHP, unitary through the
wall - individual apt. (Variable
capacity/inverter driven (previous
heat source = all except PTHPs)
$500 $1,000 $1,000
HP HVAC - multiple apts. $500 $1,000 $1,000
Split or Rooftop HP - common area $900 $1,800 $1,800
PTHP, SPVHP, unitary through the
wall - common area
$150 $300 $300
PTHP, SPVHP, unitary through the
wall - common area (Variable
capacity/inverter driven, previous
heat source = non HP systems)
$400 $800 $800
Panel/Electrical service upgrade $700 $1,400 $1,400
*TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.

Energy Solutions will inform CCCE of any potential changes to TECH incentives.

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 325 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 19 Contract Number:

Exhibit B: Payment Terms
Incentive Reimbursement
Consultant will pay incentives and be reimbursed by CCCE to simplify payment process. Consultant will provide invoices with details of incentive payments as well as fixed price and performance payments in an agreed upon between Consultant and CCCE. Invoices will be submitted to CCCE by the 15th of each month.

Budget
Consultant will be compensated with an administration budget based on a fixed price (Fixed Price Start-Up Fee) and performance basis (Performance Payment). The Fixed Price Start-Up Fee and Performance Payment covers all the services in the Scope of Work. The Fixed Price Start-Up Fee covers costs associated with Program start-up, including 1) contractor outreach and enrollment across CCCE’sservice area, 2) coordination with additional TECH activities, and 3) configuration of the Incentive Clearinghouse. The Program Implementation Fee covers ongoing services described in the Scope of Work. The Fixed Price Start-Up Fee shall be $50,000 and the Program Implementation Fee shall be 10% of all incentives paid out over $500,000. Associated with Program start-up, the Fixed Price Start-Up Fee will be invoiced upon receiving the Program’s first claim through the Incentive Clearinghouse and satisfactory demonstration of completed activities 1 – 3 above. Table 6 below provides the key performance indicators and budget for the Program.

Table 5: Budget and Participation Estimates
Key Metric Total
Estimated HP HVAC Units 667
Estimated HPWH Units 400
Incentive Reimbursement $1,600,000
Total Administration Costs $160,000
Fixed Price Start-Up Fee $50,000
Program Implementation Fee $110,000
Total Costs $1,760,000
Table 6. Budget per Category
Category Minimum Budget Maximum Budget Per Project
Single Family (SF) $600,000 $100,000*
Multi-Family (MF) $400,000 $100,000
Low-Income (SF or MF) $200,000 $200,000
*Includeslarge group single family projectssuch as a military base.

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 326 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 20 Contract Number:

These budgets per category are intended to promote geographic equity and diversity across the Program’s projects. Incentive caps per category may be changed through agreement with both parties and documented in email.

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 partiesfor 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).

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 327 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 21 Contract Number:

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 Commission, or as part of a Commission authorized program conducted by a governmental entity under the supervision of the Commission.

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

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

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

PROCEDURE
Detecting and Reporting of Unauthorized Releases

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

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

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

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

Unauthorized Release Handling Procedure

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

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 328 of 478 ends

DocuSign Envelope ID: D2DC84CA Docusign Docusign Envelope ID: Envelope ID:85B9FFE7 C2C2ACBB-EC1A --B798 DDED-4EB2 -4E7F -44EC-A747 -9169 -B04E -A4F9DFD05859 -213FE208CD8E - 3/9/2022 22 Contract Number:

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

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

Review and Training

2. At least annually, CONTRACTOR will review these Procedures with its staff, employees, orsub consultants.

3. Any proposed changes to these Procedures shall be provided in writing to 3CE’s Dir. of Finance and Administration for their consideration.
10/25/2023 3 Contract Number: EP-2023-024
Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56

Page 329 of 478 ends

Amendment No. 6 To Agreement Between Energy Solutions and CCCE [Services] Contract: EP-2025-01 AMENDMENT NO. 6
TO SERVICES AGREEMENT BETWEEN COHEN VENTURES INC. dba Energy Solutions AND CENTRAL

COAST COMMUNITY ENERGY
This Amendment No. 6 to the Services Agreement (“Agreement”), which was effective on March 11, 2022, is entered into by and between CENTRAL COAST COMMUNITY ENERGY (“3CE”) and Cohen Ventures, Inc. DBA Energy Solutions, a California corporation (hereinafter “CONTRACTOR”); (3CE and CONTRACTOR are referred herein as “party,” or collectively, as the “Parties”), with respect to the following:

RECITALS
WHEREAS, 3CE and CONTRACTOR entered into an Agreement on March 11, 2022, to provide services for the implementation of the Electrify Your Home Program in a not to exceed contract amount of $1,760,000 (“Program”).

WHEREAS, 3CE sought to support and enhance the TECH Clean California Initiative, a statewide program to accelerate electrification, by combining state incentive funds with the 3CE’s Program; and WHEREAS, 3CE and CONTRACTOR executed Amendment No. 1 to the Agreement on August 15, 2022 to extend the Agreement, with no change to the Not to Exceed Amount, and to modify the Scope of Work to reflect changes in the TECH Clean California Initiative.

WHEREAS, 3CE and CONTRACTOR executed Amendment No. 2 to the Agreement on August 24, 2023 to extend the term of the Agreement to September 30, 2024, with no change to the Not to Exceed Amount, and to modify the Scope of Work to support victims of declared natural disasters and to more effectively leverage State Funds.

WHEREAS, 3CE and CONTRACTOR executed Amendment No. 3 to the Agreement on November, 8, 2023 to increase the Not to Exceed Amount by $1,500,000 for a total not to exceed contract amount of $3,260,000 without changing the terms of the Agreement to allow the Electrify Your Home Program to continue through Fiscal Year 2023-24.

WHEREAS, 3CE and CONTRACTOR executed Amendment No. 4 to the Agreement on August, 31, 2024 to increase the Not to Exceed Amount by $565,000 for a total not to exceed contract amount of $3,825,000, and extend the term of the agreement to January 31, 2025 to allow the Electrify Your Home Program to continue operation into fiscal year (“FY”) 2024-2025 and enhance customer engagement.

WHEREAS, 3CE and CONTRACTOR executed Amendment No. 5 to the Agreement on November, 18, 2024 to increase the Not to Exceed Amount by $990,000 for a total not to exceed contract amount of $4,815,000, update 3CE’s point of contact, and extend the term of the agreement to September 30, 2025 to allow the Electrify Your Home Program to continue operation through the end of FY 2024-25.

Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 330 of 478 ends

Amendment No. 6 To Agreement Between Energy Solutions and CCCE [Services] Contract: EP-2025-01 WHEREAS, 3CE and CONTRACTOR seek to revise the CONTRACTOR’s scope of work for implementation of the Electrify Your Home program to allow 3CE to implement incentive payments directly to Electrify Your Home contractors for projects completed on or after March 1, 2025, and reduce the total Not To Exceed amount by $735,000, for a total agreement not to exceed amount of $4,080,000 to continue the implementation of the Electrify Your Home program and payment of administrative fees.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual obligations of this Amendment, the Parties agree to amend the Agreement as follows:

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

2.1 3CE shall pay the CONTRACTOR in accordance with the payment provisions set forth in Exhibit B-2, subject to the limitations set forth in this Agreement. The total amount payable by 3CE to CONTRACTOR under this Agreement shall not exceed (the “NTE”) the sum of $4,080,000.

2. Replace A-3 with Exhibit A-4, attached and incorporated herein.

3. Replace Exhibit B-2 with Exhibit B-3, attached and incorporated herein.

All provisions of the original agreement and subsequent amendments, except as modified by this Amendment No. 6, remain in full force and effect. In the event of any conflict, inconsistency, or incongruity between any provision of this Amendment and any provision of the original agreement, the provisions of this Amendment No. 6 shall govern and control.

Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 331 of 478 ends

Amendment No. 6 To Agreement Between Energy Solutions and CCCE [Services] Contract: EP-2025-01 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 6 as of the date of last signature.

Cohen Ventures Inc.

By: ____________________________________
Sam Cohen, President
Date:__________________________________
Cohen Ventures Inc.

By:____________________________________
Angela Rodriguez, Chief Financial Officer
Date:__________________________________
Central Coast Community Energy
By: ____________________________________
Robert Shaw, Chief Executive Officer
Date:__________________________________
Approved as to Form
By:____________________________________
Marina Pantchenko, Deputy General Counsel
Date:__________________________________
Approved as to Financial Terms
By:_____________________________________
Dewayne Woods, Chief Financial Officer
Date:___________________________________
Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE 3/19/2025 | 1:26 PM PDT
3/18/2025 | 5:46 PM PDT

Page 332 of 478 ends

Amendment No. 6 To Agreement Between Energy Solutions and CCCE [Services] Contract: EP-2025-01 Exhibit A-4: Scope of Services
Task 1 - Program Administration
CONTRACTOR will collaborate with 3CE to develop, implement, and manage the 3CE Electrify Your Home Program (“The Program”) with activities including, but not limited to processing applications, reporting, and representing 3CE’s interests with third parties and participating contractors. CONTRACTOR will host monthly calls to review the status of goals, participant performance, and discuss potential issues and recommendations for improvement.

Activities:
• Meetings hosted once per month
Task 2 - Data Reports
Task 2a – Monthly Data Report
CONTRACTOR will provide reports to 3CE in a manner that enables confident decision- making and alleviates audit risk. To enable real-time reporting, CONTRACTOR’S software platform, Iris, is designed to provide secure integrated data collection, and reports may be downloaded from Iris at any time. The fields included in these reports are flexible and will be configured to suit 3CE’s preferences.

CONTRACTOR will prepare a monthly report with a summary of current participation and performance indicators that are determined by CONTRACTOR and approved by 3CE. These reports will be accessible either through the online application system, delivered via a secure file sharing website, or delivered based on agreed upon terms between 3CE and CONTRACTOR.

Deliverables:
• Monthly Report delivered once per month
Task 2b - Full Data Reports
All sales data collected from participants in claims, as well as all data documenting completed validation checks, eligible equipment specifications, and payments to participants, will be saved in Iris and will be available for use in all automated and manual QA/QC processes. CONTRACTOR will report on this data Program-to-date, which will include application-level fields such as equipment, installation, customer, and savings data.

Deliverables:
• Raw data provided ad hoc
Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 333 of 478 ends

Amendment No. 6 To Agreement Between Energy Solutions and CCCE [Services] Contract: EP-2025-01 Task 3 - Contractor Outreach
CONTRACTOR will leverage trade ally outreach efforts to build and maintain a network of contractors, distributors, and manufacturers to support the Program and ensure contractors in 3CE territory are aware of the higher incentives sponsored by 3CE. CONTRACTOR will work with contractors to create installs in 3CE territory and provide support on how to submit applications through the Incentive Clearinghouse. Contractors previously enrolled in the TECH Clean California Initiative will automatically be enrolled in the 3CE program through an amendment to the TECH Trade Partner Participation Agreement.

Activities:
• Support for contractors who operate in 3CE’s service territory. Support includes, but is not limited to, email and phone correspondence to discuss program issues, email newsletter updates regarding program changes/updates, maintenance of contractor facing resources, and review as needed of 3CE developed contractor resources
• Organize and participate in up to 8 in-person Distributor and Manufacturer supported events to support contractor awareness and enrollment at a fixed cost of $2,500 - $4,500 per event, depending on size. Potential distributor partners include, but are not limited to: Ferguson, Slakey Brothers, Johnstone Supply, RSD and US Air Conditioning
• Coordinate with 3CE’s Communication Team to Identify trade organizations supporting contractors along theCentralCoast and organize and participate in-person or virtual events to inform their members about EYH • Provide copywriting and messaging support for 3CE on direct to contractor mailers Deliverables:
• Report out of number of enrolled contractors as requested • Monthly outreach activity summary
• Post-event summary writeup that includes overview of the event, any materials created for the event, number of attendees, and any key takeaways
Tabel 1: Fixed Price Outreach Fee for events not support by TECH Event Type Cost Per Event Activities covered by Cost
Event with lessthan 100 projected
attendees
$2,500
• Pre-event prep time
• Travel and labor to
attend event for 1
consultant
• Material
development
Event with more than 100 projected
attendees $4,500 • Pre-event prep time
Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 334 of 478 ends

Amendment No. 6 To Agreement Between Energy Solutions and CCCE [Services] Contract: EP-2025-01 Task 4 -IncentiveClearinghouse and Incentive Payments
The Incentive Clearinghouse will be the central processing platform for all Program incentives, including potential future incentives that may be integrated from other parties (e.g., TECH or other State incentives). The Incentive Clearinghouse will have the functionality to layer incentives across multiple program administrators. The goals of the Incentive Clearinghouse are to 1) simplify the participant experience by standardizing application requirements and the application submittal process, and 2) create a more comprehensive project data set for public reporting purposes.

CONTRACTOR will configure the incentive clearinghouse with Single Family and Multi-Family Incentives.

CONTRACTOR will process applications and conduct QA/QC, for 3CE on the Incentive Clearinghouse.

Activities:
• Configuration of IncentiveClearinghouse with 3CE incentives. • Processing of 3CE Incentive applications.

Table 2: Estimated Percentage of Time Per Task
Task Estimated Percent of Time
Task 1 – Program Administration 30%
Task 2 – Monthly Data Reports 20%
Task 3 – Contractor Outreach 20%
Task 4 – Incentive Clearinghouse 30%
Program Incentives and Implementation
Incentive Plan
The tables below show incentive values for Heat Pump Heating, Ventilation, and Air Conditioning (HPHVAC) and Heat Pump Water Heater (HPWH) measures under the Program. In all cases, the incentive is limited by the project cost, which will be a required application field.

The incentives will be available throughout 3CE service area. 3CE incentive amounts may be changed at any time upon 3CE discretion and written approval. Any Electrify Your Home incentives approved for after March 1, 2025, will be paid and dispersed by 3CE directly. CONTRACTOR will provide 3CE with the necessary information to distribute incentive checks on a weekly basis. • Travel and laborto
attend event for 1
consultant and 1
coordinator
• Material
development
Total NTE $15,000
Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 335 of 478 ends

Amendment No. 6 To Agreement Between Energy Solutions and CCCE [Services] Contract: EP-2025-01 Single Family Incentives
Heat Pump Heating Ventilation and AirConditioning (HVAC) Measures The Program will provide incentives for single family homeowner customers converting from a non-electric HVAC to all-electric HP HVAC.

Per the language in the Incentive Plan section, 3CE reserves the right to adjust rebate amounts with adequate notice and written approval of both parties, which may be via email. All projects must replace a fossil fuel burning appliance (natural gas, propane, other). Rebates must be consistent across 3CEs service area. The Electrical, Low-Income, and Disaster Benefit rebates must be combined with an appliance installation and rebate.

Table 3: Air Source Heat Pump HVACIncentives, 3CEContribution Rebate Type Amount
Energy Star listed Air Source HP HVAC with compressor
types of either Continuously Variable or 2-Stage
$2,000 / unit
Electrical $2,000 / project
Low-Income (below 150% AMI) $1,000 / project
Disaster Benefit $1,000 / project
*Incentives available forinstallations providing full-home heating/cooling. • Electrical: Please refer to the following article for a detailed list of eligible electrical costs per customer segment: https://frontierenergy-tech.my.site.com/contractorsupport/s/article/ElectricalPanel- Upgrades • Low-Income: The Program will provide an added incentive to income qualified applicants installing a HVAC measure. The incentive is for customers enrolled in either the California Alternative Rates for Energy (CARE) program, Federal Energy Rates Assistance (FERA) program, or households below 150% AMI. The incentive is a flat rate of $1,000/project.
o Low-Income qualification will be determined by verifying the customer’s account enrollment in the CARE or FERA program, or through the use of a customer income verification tool provided by TECH Clean California.
• Disaster Benefit: The Program will provide added incentives for the installation of HP HVAC measures when (a) a customer certifies to Contractor they are located at a single-family home that was damaged by a Governor- proclaimed disaster occurring in or after February 2023, (b) Contractor passes this information on to 3CE and (c) 3CE thereafter notifies Contractor the customer is eligible for the added incentive. Contractor shall have no responsibility for determining eligibility for such added incentives and shall bear no costs or liabilities with respect to added incentives paid to customers subsequently determined to be ineligible.

Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 336 of 478 ends

Amendment No. 6 To Agreement Between Energy Solutions and CCCE [Services] Contract: EP-2025-01 Heat Pump Water Heater (HPWH) Measures
The Program will provide incentives for single family homeowner customers converting from a non-electric water heater to all-electric HPWH.

In all cases, the Program will require applicants to provide evidence of the previous unit’s fuel type to obtain the incentive. Customers must follow SGIP rules to qualify for the Heat Pump Water Heater incentive. Incentive amounts are consistent across 3CE service area.

Heat Pump Water Heater Incentives
This category is for customers who meet all of the following criteria: (1) Replace a non-electric unit with a HPWH with load-shifting capabilities; (2) Enroll in an eligible time-of-use rate; (3) Program HPWH to follow the time-of-use rate; and (4) Enroll in an eligible demand response (DR) program. A complete set of installation requirements for TECH can be found here: https://frontierenergy-tech.my.site.com/contractorsupport/s/article/Heat-Pump-Water-Heater-Install-Requirements Per the language in the Incentive Plan section, 3CE reserves the right to adjust rebate amounts with written approval. All projects must replace a fossil fuel burning appliance (natural gas, propane, other).

The Electrical, Low-Income, and Disaster Benefit rebates must be combined with an appliance installation and rebate.

Table 4: Heat Pump Water Heater Incentives, 3CE Contribution Rebate Type Amount
HPWH <55 gallons + Connected $2,000 / unit
HPWH >55 gallons + Connected $2,500 / unit
Electrical (capped at electrical cost) $2,000 / project Low-Income (CARE/FERA) $1,000 / project
Disaster Benefit $1,000 / project
• Electrical: Please refer to the following article for a detailed list of eligible electrical costs per customer segment: https://frontierenergy-tech.my.site.com/contractorsupport/s/article/ElectricalPanel- Upgrades\ • Low-Income: The Program will provide an added incentive to income qualified applicants installing a HVAC measure. The incentive is for customers enrolled in either the California Alternative Rates for Energy (CARE) program, or Federal Energy Rates Assistance (FERA) program. The incentive is a flat rate of $1,000/project.
• Low-Income qualification will be determined by verifying the customer’s account enrollment in the CARE or FERA programs.
• Disaster Benefit: The Program will provide added incentives for the installation of HPWH measures when (a) a customer certifies to Contractor they are located at a single-family home that was damaged by a Governor- proclaimed disaster occurring in or after February 2023, (b) Contractor passes this Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 337 of 478 ends

Amendment No. 6 To Agreement Between Energy Solutions and CCCE [Services] Contract: EP-2025-01 information on to 3CE and (c) 3CE thereafter notifies Contractor the customer is eligible for the added incentive. Contractor shall have no responsibility for determining eligibility for such added incentives and shall bear no costs or liabilities with respect to added incentives paid to customers subsequently determined to be ineligible.

Multi-Family Incentives
Gas to Electric HPWH
The Program will provide incentives for multifamily building owner customers converting from a gas or propane water heater to all-electric HPWH.

Table 5: Multifamily Unit HPWH Incentives
Measure Market Rate
Incentives per Unit
Income
Qualified
Incentives per
Unit
Gas/propane to HPWH - unitary $2,100 $2,800
Upsizing kicker Gas/propane to
HPWH - unitary $1,050 $1,400
Non HPWH to HPWH - central $1,800 $2,400
Upsizing kicker non HPWH to
HPWH - central $900 $1,200
Panel/Electricalservice
upgrade* $2,000 $2,800
Disaster Replacement Kicker** $1,000 $1,000
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
** The incentive is determined by a project located at a multi-family dwelling that was damaged by a Governor-proclaimed disaster occurring in February 2023 or later.

Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 338 of 478 ends

Amendment No. 6 To Agreement Between Energy Solutions and CCCE [Services] Contract: EP-2025-01 Heat Pump Heating Ventilation and AirConditioning (HVAC) Measures The Program will provide incentives for multifamily building owner customers converting from a gas or propane HVAC to all-electric HPHVAC.

Table 6: MultifamilyUnit HP HVACIncentives
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
** The incentive is determined by a project located at a multi-family dwelling that was damaged by a Governor-proclaimed disaster occurring in February 2023 or later.

Measure Market Rate Incentives
per Unit
Income Qualified Incentives per
Unit
Split or Rooftop HP - individual apt. $3,000 $4,000
PTHP, SPVHP, unitary through the
wall - individual apt. $750 $1,000
PTHP, SPVHP, unitary through the
wall - individual apt. (Variable
capacity/inverter driven (previous
heat source = all except PTHPs)
$1,500 $2,000
HP HVAC - multiple apts. $1,500 $2,000
Split or Rooftop HP - common area $2,700 $3,600
PTHP, SPVHP, unitary through the
wall - common area $450 $600
PTHP, SPVHP, unitary through the
wall - common area (Variable
capacity/inverter driven, previous
heat source = non HP systems)
$1,200 $1,600
Panel/Electricalservice upgrade $2,000 $2,800
Disaster Replacement Kicker** $2,000 $2,000
Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 339 of 478 ends

Amendment No. 6 To Agreement Between Energy Solutions and CCCE [Services] Contract: EP-2025-01 Exhibit B-3: Payment Terms
Incentive Reimbursement
CONTRACTOR will, on a weekly cadence, provide 3CE with incentive payment reports which contain the necessary information for 3CE to mail incentive checks to participants for qualified projects.

CONTRACTOR will provide invoices for administration fees, which will include details of the incentives processed . Invoices will be submitted to 3CE by the 15th of each month.

Budget
CONTRACTOR will be compensated with an administration budget based on a fixed price (Fixed Price Start-Up Fee) and performance basis (Performance Payment). The Fixed Price Start-Up Fee and Performance Payment covers all the services in the Scope of Work. The Fixed Price Start-Up Fee covers costs associated with Program start-up, including 1) contractor outreach and enrollment across CCCE’s service area; 2) coordination with additional TECH Clean California Initiative activities, including but not limited to contractor outreach, contractor training, vendor engagement, data analysis, data reporting, marketing, and pilot activities; and 3) configuration of the Incentive Clearinghouse. The Program Implementation Fee covers ongoing services described in the Scope of Work. The Fixed Price Start-Up Fee shall be $50,000 and the Program Implementation Fee shall be 10% of all incentives paid out over $500,000. Associated with Program start-up, the Fixed Price Start-Up Fee will be invoiced upon receiving the Program’s first claim through the Incentive Clearinghouse and demonstration of completed activities 1 – 3 above, deemed satisfactory by CCCE. Tables 1 below provide a breakdown of the NTE allocation and totals through the operation of the program, including from Amendment No. 6. Upon written approval by 3CE, funds may be moved between incentives and administration fees for each fiscal year.

Table 1: Agreement NTE by fiscal year
Fiscal Year Incentive Spend Administrative
Fees Spend
Total NTE spend
by Fiscal Year
FY 2021-22 (start of agreement) $40,400 $50,000 $90,400 FY 2022-23 $833,800 $37,420 $871,220
FY 2023-24 $1,174,885 $117,488.50 $1,292,373.50
FY 2024-25 (including Amendment
No. 6)
1,322,795.00* $503,211.50 $1,826,006.50
Total Contract NTE $4,080,000
*As of March 1, 2025, 3CE will be distributing incentives directly. Energy Solutions will invoice 3CE for administrative fees only through 9/30/2025.

Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 340 of 478 ends

Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E 1 EP-2024-034
AMENDMENT NO. 5
TO SERVICES AGREEMENT BETWEEN COHEN VENTURES INC. dba Energy Solutions AND

CENTRAL COAST COMMUNITY ENERGY
This Amendment No. 5 to the Services Agreement (“Agreement”), which was effective on March 11, 2022, is entered into by and between CENTRAL COAST COMMUNITY ENERGY (“3CE”) and Cohen Ventures, Inc. DBA Energy Solutions, a California corporation (hereinafter “CONTRACTOR”); (3CE and CONTRACTOR are referred herein as “party,” or collectively, as the “Parties”), with respect to the following:

RECITALS
WHEREAS, 3CE and CONTRACTOR entered into an Agreement on March 11, 2022, to provide services for the implementation of the Electrify Your Home Program in a not to exceed contract amount of $1,760,000 (“Program”).

WHEREAS, 3CE sought to support and enhance the TECH Clean California Initiative, a statewide program to accelerate electrification, by combining state incentive funds with the 3CE’s Program; and
WHEREAS, 3CE and CONTRACTOR executed Amendment No. 1 to the Agreement on August 15, 2022 to extend the Agreement, with no change to the Not to Exceed Amount, and to modify the Scope of Work to reflect changes in the TECH Clean California Initiative.

WHEREAS, 3CE and CONTRACTOR executed Amendment No. 2 to the Agreement on August 24, 2023 to extend the term of the Agreement to September 30, 2024, with no change to the Not to Exceed Amount, and to modify the Scope of Work to support victims of declared natural disasters and to more effectively leverage State Funds.

WHEREAS, 3CE and CONTRACTOR executed Amendment No. 3 to the Agreement on November, 8, 2023 to increase the Not to Exceed Amount by $1,500,000 for a total not to exceed contract amount of $3,260,000 without changing the terms of the Agreement to allow the Electrify Your Home Program to continue through Fiscal Year 2023-24.

WHEREAS, 3CE and CONTRACTOR executed Amendment No. 4 to the Agreement on August, 31, 2024 to increase the Not to Exceed Amount by $565,000 for a total not to exceed contract amount of $3,825,000, and extend the term of the agreement to January 31, 2025 to allow the Electrify Your Home Program to continue operation into fiscal year (“FY”) 2024-2025 and enhance customer engagement.

WHEREAS, 3CE and CONTRACTOR seek continued Electrify Your Home Program implementation, which will increase the total not to exceed amount by $990,000 for a total agreement not to exceed amount of $4,815,000, and will extend the term of the agreement to September 30, 2025.

AGREEMENT
Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 341 of 478 ends

Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E 2 EP-2024-034
NOW, THEREFORE, in consideration of the mutual obligations of this Amendment, the Parties agree to amend the Agreement as follows:

1. Amend section 2.1 Payment Provisionsto read as follows:

2.1 3CE shall pay the CONTRACTOR in accordance with the payment provisions set forth in Exhibit B-2, 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 $4,815,000.

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

3.1 The term of this Agreement is from the date of execution until September 30st, 2025, unless sooner terminated pursuant to the terms of this Agreement.

3. Section 14.1, NOTICES, shall be revised asfollows:

Notices required under this agreement shall be delivered personally, by email, or by first class, postage pre-paid mail to 3CE and CONTRACTORS contract administrators at the addresses listed below. In the case of email, NOTICES are considered received on the date of confirmation of receipt or read receipt:

Central Coast Community Energy CONTRACTOR
Christopher Cook Contract Services
70 Garden Ct. Suite 300 449 15th St Suite 400
Monterey, CA 93940 Oakland, CA 94612
Email: [email protected] Email: [email protected]

4. Exhibit B-1 shall be replaced with Exhibit B-2, attached.

5. A copy of this Amendment No. 5 shall be attached to the Original Agreement.

6. A copy of this Amendment No. 5 shall be effective upon the date of the last signature.

All provisions of the original agreement and subsequent amendments, except as modified by this Amendment No. 5, remain in full force and effect. In the event of any conflict, inconsistency, or incongruity between any provision of this Amendment and any provision of the original agreement, the provisions of this Amendment No. 5 shall govern and control. [Signature page to follow.]
Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 342 of 478 ends

Docusign Envelope ID: C2C2ACBB-B798-4E7F-9169-213FE208CD8E 3 EP-2024-034
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 5 as of the date of last signature.

Cohen Ventures Inc.

BY:

Sam Cohen, President
10/31/2024 | 2:36 PM PDT
Date:

Central Coast Community Energy
BY:

Robert Shaw, Chief Executive Officer
Date: _____________________________________
Cohen Ventures Inc. Approved as to Form
BY: ________________________________
Marina Pantchenko, Deputy General Counsel
BY:

Angela Rodriguez, Chief Financial Officer
10/31/2024 | 3:25 PM PDT
Date: Date:

Approved asto Financial Terms
BY:

Dewayne Woods, Chief Financial Officer
Date:_____________________________________
Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56 11/18/2024
11/18/2024
11/18/2024
Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 343 of 478 ends

Docusign Docusign Docusign Envelope Envelope ID: Envelope ID: B749D8B8 ID:85B9FFE7 C2C2ACBB-EC1A B25 -B798--4249 4EB2 -4E7F-BE2D -A747 -9169-986EAF6D6B7C A4F9DFD05859 -213FE208CD8E 2 EP-2024-030
Exhibit B-2: Payment Terms
Incentive Reimbursement
CONTRACTOR will pay incentives and be reimbursed by CCCE to simplify payment process. CONTRACTOR will provide invoices with details of incentive payments as well as fixed price and performance payments in a format required by CCCE. Invoices will be submitted to CCCE by the 15th of each month.

Budget
CONTRACTOR will be compensated with an administration budget based on a fixed price (Fixed Price Start-Up Fee) and performance basis (Performance Payment). The Fixed Price Start-Up Fee and Performance Payment covers all the services in the Scope of Work. The Fixed Price Start-Up Fee covers costs associated with Program start-up, including 1) contractor outreach and enrollment across CCCE’s service area; 2) coordination with additional TECH Clean California Initiative activities, including but not limited to contractor outreach, contractor training, vendor engagement, data analysis, data reporting, marketing, and pilot activities; and 3) configuration of the Incentive Clearinghouse. The Program Implementation Fee covers ongoing services described in the Scope of Work. The Fixed Price Start-Up Fee shall be $50,000 and the Program Implementation Fee shall be 7% of all incentives paid out over $500,000. Associated with Program start-up, the Fixed Price Start-Up Fee will be invoiced upon receiving the Program’s first claim through the Incentive Clearinghouse and demonstration of completed activities 1 – 3 above, deemed satisfactory by CCCE. Tables 1 and 2 below provide a breakdown of the budget and budget thresholds for each building type.

Table 1: Budget Breakdown
Expense Type Total
Incentive Reimbursement $4,363,636
Administration Costs $451,364
Fixed Price Start-Up Fee $50,000
Program Implementation Fee $386,364
Outreach Events* $15,000
Total Costs $4,815,000
*Outreach Event described in Scope of Work Task 3, which are beyond those support by TECH, will require written approval from 3CE.

Table 2. Budget per Category
Category Minimum Budget Maximum Budget Per Project
Single Family (SF) $600,000 $100,000*
Multi-Family (MF) $400,000 $100,000
Low-Income (SF or MF) $200,000 $200,000
*Includes large group single family projects such as a military base.

These budgets per category are intended to promote geographic equity and diversity across the Program’s projects. Incentive caps per category may be changed at CCCE's discretion and documented in email.

Docusign Envelope ID: 557E04B1-2E08-4417-ADD2-18E88F886B56 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 344 of 478 ends

1 EP-2024-030
AMENDMENT NO. 4
TO SERVICES AGREEMENT BETWEEN COHEN VENTURES INC. dba Energy Solutions AND

CENTRAL COAST COMMUNITY ENERGY
This Amendment No. 4 to the Services Agreement (“Agreement”), which was effective on March 11, 2022, is entered into by and between CENTRAL COAST COMMUNITY ENERGY (“3CE”) and Cohen Ventures, Inc. DBA Energy Solutions, a California corporation (hereinafter “CONTRACTOR”); (3CE and CONTRACTOR are referred herein as “party,” or collectively, as the “Parties”), with respect to the following:

RECITALS
WHEREAS, 3CE and CONTRACTOR entered into an Agreement on March 11, 2022, to provide services for the implementation of the Electrify Your Home Program in a not to exceed contract amount of $1,760,000 (“Program”), a copy of the Original Agreement, is attached to this Amendment as Exhibit D; and
WHEREAS, 3CE sought to support and enhance the TECH Clean California Initiative, a statewide program to accelerate electrification, by combining state incentive funds with the 3CE’s Program; and
WHEREAS, 3CE and CONTRACTOR executed Amendment No. 1 to the Agreement on August 15, 2022 to extend the Agreement, with no change to the Not to Exceed Amount, and to modify the Scope of Work to reflect changes in the TECH Clean California Initiative. A copy of Amendment No. 1 is attached to this Amendment as Exhibit E; and
WHEREAS, 3CE and CONTRACTOR executed Amendment No. 2 to the Agreement on August 24, 2023 to extend the term of the Agreement to September 30, 2024, with no change to the Not to Exceed Amount, and to modify the Scope of Work to support victims of declared natural disasters and to more effectively leverage State Funds. A copy of Amendment No. 2 is attached to this Amendment as Exhibit F; and
WHEREAS, 3CE and CONTRACTOR executed Amendment No. 3 to the Agreement on November, 8, 2023 to increase the Not to Exceed Amount by $1,500,000 for a total not to exceed contract amount of $3,260,000 without changing the terms of the Agreement to allow the Electrify Your Home Program to continue through Fiscal Year 2023-24. A copy of Amendment No. 3 is attached to this Amendment as Exhibit G;
WHEREAS, 3CE now requires continued Electrify Your Home program implementation and enhanced customer engagement from CONTRACTOR in fiscal years (“FY”) 2024-2025, which will increase the total not to exceed amount by $565,000.00 for a total spend of $3,825,000, and extend the term of the agreement to January 31st, 2025.

Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 345 of 478 ends

2 EP-2024-030

AGREEMENT
NOW, THEREFORE, in consideration of the mutual obligations of this Amendment, 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 $3,825,000.

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

The term of this Agreement is from the date of execution until January 31st, 2025, unless sooner terminated pursuant to the terms of this Agreement.

3. Replace Exhibit A-2 with Exhibit A-3, attached and incorporated herein.

4. Amend Table 1: Budget Breakdown in Exhibit B-1 to read as follows:

Expense Type Total
Incentive Reimbursement $3,463,636
Administration Costs $361,364
Fixed Price Start-Up Fee $50,000
Program Implementation Fee $296,364
Outreach Events* $15,000
Total Costs $3,825,000
*Outreach Event described in Scope of Work Task 3, which are beyond those support by TECH, will require written approval from 3CE.

Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 346 of 478 ends

3 EP-2024-030
All provisions of the original agreement and subsequent amendments, except as modified by this Amendment No. 4, remain in full force and effect. In the event of any conflict, inconsistency, or incongruity between any provision of this Amendment and any provision of the original agreement, the provisions of this Amendment No. 4 shall govern and control.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 as of the date of last signature.

Cohen Ventures Inc. Central Coast Community Energy
BY:__________________________________ BY:______________________________________ Chris Burmester, Chief Operating Officer Robert Shaw, Chief Executive Officer Date: ____________________________
Approved as to Form
BY:___________________________________
Marina Pantchenko, Deputy General Counsel
Date: ____________________________
Cohen Ventures Inc.

BY:__________________________________
Angela Rodriguez, Chief Financial Officer
Date: ____________________________ Date: ____________________________ Approved as to Financial Terms
BY:______________________________________
Dewayne Woods, Chief Financial Officer
Date: ____________________________
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C 8/2/2024
8/2/2024
Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 8/15/2024
8/26/2024
8/31/2024
Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 347 of 478 ends

4 EP-2024-030
Exhibit A-1: Scope of Services
Task 1 - Program Administration
CONTRACTOR will collaborate with 3CE to develop, implement, and manage the 3CE Electrify Your Home Program (“The Program”) with activities including, but not limited to processing applications, paying incentives, reporting, and representing 3CE’s interests with third parties and participating contractors.

CONTRACTOR will host monthly calls to review the status of goals, participant performance, and discuss potential issues and recommendations for improvement.

Activities:
• Meetings hosted once per month
Task 2 - Data Reports
Task 2a – Monthly Data Report
CONTRACTOR will provide reports to 3CE in a manner that enables confident decision-making and alleviates audit risk. To enable real-time reporting, CONTRACTOR’S software platform, Iris, is designed to provide secure integrated data collection, and reports may be downloaded from Iris at any time. The fields included in these reports are flexible and will be configured to suit 3CE’s preferences.

CONTRACTOR will prepare a monthly report with a summary of current participation and performance indicators that are determined by CONTRACTOR and approved by 3CE.

These reports will be accessible either through the online application system, delivered via a secure file sharing website, or delivered based on agreed upon terms between 3CE and CONTRACTOR.

Deliverables:
• Monthly Report delivered once per month
Task 2b - Full Data Reports
All sales data collected from participants in claims, as well as all data documenting completed validation checks, eligible equipment specifications, and payments to participants, will be saved in Iris and will be available for use in all automated and manual QA/QC processes. CONTRACTOR will report on this data Program-to-date, which will include application-level fields such as equipment, installation, customer, and savings data.

Deliverables:
• Raw data provided ad hoc.

Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 348 of 478 ends

5 EP-2024-030
Task 3 - Contractor Outreach
CONTRACTOR will leverage trade ally outreach efforts to build and maintain a network of contractors, distributors, and manufacturers to support the Program and ensure contractors in 3CE territory are aware of the higher incentives sponsored by 3CE. CONTRACTOR will work with contractors to create installs in 3CE territory and provide support on how to submit applications through the Incentive Clearinghouse. Contractors previously enrolled in the TECH Clean California Initiative will automatically be enrolled in the 3CE program through an amendment to the TECH Trade Partner Participation Agreement.

Activities:
• Support for contractors who operate in 3CE’s service territory. Support includes, but is not limited to, email and phone correspondence to discuss program issues, email newsletter updates regarding program changes/updates, maintenance of contractor facing resources, and review as needed of 3CE developed contractor resources
• Organize and participate in up to 8 in-person Distributor and Manufacturer supported events to support contractor awareness and enrollment at a fixed cost of $2,500 - $4,500 per event, depending on size. Potential distributor partners include, but are not limited to: Ferguson, Slakey Brothers, Johnstone Supply, RSD and US Air Conditioning • Coordinate with 3CE’s Communication Team to Identify trade organizations supporting contractors along the Central Coast and organize and participate in-person or virtual events to inform their members about EYH
• Provide copywriting and messaging support for 3CE on direct to contractor mailers Deliverables:
• Report out of number of enrolled contractors as requested • Monthly outreach activity summary
• Post-event summary writeup that includes overview of the event, any materials created for the event, number of attendees, and any key takeaways
Tabel 1: Fixed Price Outreach Fee for events not support by TECH Event Type Cost Per Event Activities covered by Cost
Event with less than 100 projected
attendees
$2,500
• Pre-event prep time
• Travel and labor to
attend event for 1
consultant
• Material
development
Event with more than 100 projected
attendees $4,500 • Pre-event prep time
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 349 of 478 ends

6 EP-2024-030
• Travel and labor to
attend event for 1
consultant and 1
coordinator
• Material
development
Total NTE $15,000
Task 4 - Incentive Clearinghouse and Incentive Payments The Incentive Clearinghouse will be the central processing platform for all Program incentives, including potential future incentives that may be integrated from other parties (e.g., TECH or other State incentives). The Incentive Clearinghouse will have the functionality to layer incentives across multiple program administrators. The goals of the Incentive Clearinghouse are to 1) simplify the participant experience by standardizing application requirements and the application submittal process, and 2) create a more comprehensive project data set for public reporting purposes.

CONTRACTOR will configure the incentive clearinghouse with Single Family and Multi-Family Incentives.

CONTRACTOR will process applications, conduct QA/QC, and pay incentives for 3CE on the Incentive Clearinghouse. If potential future incentives from third parties become available for program integration, payments to contractors will combine both 3CE and additional incentives into a single check paid to participants to simplify the payment process.

Activities:
• Configuration of Incentive Clearinghouse with 3CE incentives. • Processing and Payment of 3CE Incentive applications.

Table 2: Estimated Percentage of Time Per Task
Task Estimated Percent of Time
Task 1 – Program Administration 30%
Task 2 – Monthly Data Reports 20%
Task 3 – Contractor Outreach 20%
Task 4 – Incentive Clearinghouse 30%
Program Incentives and Implementation
Incentive Plan
The tables below show incentive values for Heat Pump Heating, Ventilation, and Air Conditioning (HPHVAC) and Heat Pump Water Heater (HPWH) measures under the Program. In all cases, the incentive is limited by the project cost, which will be a required application field. In cases where both TECH and 3CE are contributing to a measure, the base 3CE amount is listed in Table A while the combined TECH Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 350 of 478 ends

7 EP-2024-030
and 3CE contributions are reflected in Table B. The incentives will be available throughout 3CE service area. Should TECH’s budget become depleted in any category, 3CE incentive contributions may increase up to the totals in Table B, upon 3CE discretion and written approval. The 3CE funded incentives will be paid by the CONTRACTOR and dispersed through the Contractor’s Incentive Clearinghouse to provide a seamless experience to market actors.

Single Family Incentives
Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for single family homeowner customers converting from a non-electric HVAC to all-electric HPHVAC. Per the language in the Incentive Plan section, 3CE reserves the right to adjust the contribution up to the combined TECH and 3CE incentive listed in Table 3B.

Table 3A: Air Source Heat Pump HVAC Incentives, 3CE Base Contribution Equipment Type* Does the Customer
Have Previous AC?
What is being done with previous
furnace?
3CE Base
Contribution per
Unit
EnergySTAR Listed Air Source HP
HVAC with compressor types of
either Continuously Variable or 2-
stage
Yes Fully Decommissioned $1,500
No Fully Decommissioned $1,000
Yes Remains to be used as blower only $1,000
No Remains to be used as blower only $1,000
*Incentives available for installations providing full-home heating/cooling.

Table 3B: Air Source Heat Pump HVAC Incentives, Combined TECH and 3CE Incentive Equipment Type* Does the Customer
Have Previous AC?
What is being done with previous
furnace?
3CE and TECH
Combined
Incentive per Unit
EnergySTAR Listed Air Source HP
HVAC with compressor types of
either Continuously Variable or 2-
stage
Yes Fully Decommissioned $3,000
No Fully Decommissioned $2,000
Yes Remains to be used as blower only $2,000
No Remains to be used as blower only $2,000
*Incentives available for installations providing full-home heating/cooling.

The Program will provide an added incentive to income qualified applicants installing a HVAC measure.

The incentive is for customers below 150% AMI. The incentive is a flat rate of $1,000/project.

Qualification will be determined through the use of a customer income verification tool provided by TECH Clean California.

Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 351 of 478 ends

8 EP-2024-030
Table 4: Air Source Heat Pump Income Qualified Kicker
Measure Qualifier
3CE
Incentive
per
project
Income Qualified Kicker Below 150% AMI $1,000
The Program will provide added incentives for the installation of HP HVAC measures when (a) a customer certifies to Contractor they are located at a single-family home that was damaged by a Governor-proclaimed disaster occurring in or after February 2023, (b) Contractor passes this information on to 3CE and (c) 3CE thereafter notifies Contractor the customer is eligible for the added incentive. Contractor shall have no responsibility for determining eligibility for such added incentives and shall bear no costs or liabilities with respect to added incentives paid to customers subsequently determined to be ineligible.

Table 5: Air Source Heat Pump Disaster Rebuild Kicker
Measure Qualifier
3CE
Incentive
per
Project
Equipment Replacement
Disaster Kicker - HPHVAC
Damage to home
resulting from
declared natural
disaster
$3,000
Heat Pump Water Heater (HPWH) Measures
The Program will provide incentives for single family homeowner customers converting from a non-electric water heater to all-electric HPWH. In all cases, the Program will require applicants to provide evidence of the previous unit’s fuel type to obtain the incentive. For projects that leverage incentive funding from the California Public Utility Commission’s Self Generation Incentive Program (SGIP) under CPUC Decision 22-04-036, 3CE will provide a reduced incentive amount that can be layered with SGIP funds. There will be two pathways for 3CE customers to receive incentives – the Grid-Connected HPWH pathway that follows the SGIP rules, and the non-Connected HPWH that does not require demand response or TOU rate enrollment.

Grid-Connected Heat Pump Water Heater Incentives
This category is for customers who meet all of the following criteria: (1) Replace a non-electric unit with a HPWH with load-shifting capabilities; (2) Enroll in an eligible time-of-use rate; (3) Program HPWH to follow the time-of-use rate; and (4) Enroll in an eligible demand response (DR) program. A complete set Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 352 of 478 ends

9 EP-2024-030
of installation requirements for TECH can be found here: https://frontierenergy-tech.my.site.com/contractorsupport/s/article/Heat-Pump-Water-Heater-Install-Requirements To qualify for equity rates, customers must be on a CARE/FERA rate.

Per the language in the Incentive Plan section, 3CE reserves the right to adjust the contribution up to the combined TECH and 3CE incentive listed in Tables 6B and 7B.

Table 6A: Grid-Connected HPWH Incentives, 3CE Base Contribution Previous Water Heater
Fuel Type
Customer’s
Electricity
Provider
Equity
Customer?
Installed HPWH
Capacity
(Gallons)
3CE Base
Contribution
per Unit
Natural
Gas/Propane/Other
PG&E
No
<55 1,500
>=55 1,500
Yes
<55 1,500
>=55 1,500
SCE
No
<55 1,500
>=55 1,500
Yes
<55 1,500
>=55 1,500
Table 6B: Grid-Connected HPWH Incentives, Combined TECH and 3CE Incentive Previous Water Heater
Fuel Type
Customer’s
Electricity
Provider
Equity
Customer?
Installed HPWH
Capacity
(Gallons)
TECH + 3CE
Combined
incentive per
unit
Natural
Gas/Propane/Other
PG&E
No
<55 $4,600
>=55 $5,300
Yes
<55 $5,685
>=55 $6,385
SCE
No
<55 $4,600
>=55 $5,300
Yes
<55 $5,685
>=55 $6,385
Table 7A: Grid-Connected HPWH Electrical and Pre-Electrification Kicker, 3CE Base Contribution Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 353 of 478 ends

10 EP-2024-030
Incentive
Category Qualifier Equity Customer? 3CE Base Contribution Electrical/Pre-electrification
Please refer to the following article for a detailed list of eligible costs per customer segment:
https://frontierenergy-tech.my.site.com/contractorsupport/s/article/ElectricalPanel-Upgrades Yes $0
No $0
Table 7B: Grid-Connected HPWH Electrical and Pre-Electrification Kicker, Combined TECH and 3CE Incentive
Incentive
Category Qualifier Equity Customer?
TECH +
3CE
Combined
Incentive
Electrical/Pre-electrification
Please refer to the following article for a detailed list of eligible costs per customer segment:
https://frontierenergy-tech.my.site.com/contractorsupport/s/article/ElectricalPanel-Upgrades Yes $4,000*
No $0
*Capped at 100% of reported Electrical + Pre-Electrification costs Non-Connected HPWH Incentives
This category of incentive is for customers who do not want to meet the full requirements of the "Connected HPWH" Category. This category of incentives will be fully funded by 3CE without a contribution from TECH:

Table 8: Non-Connected HPWH Incentives
Previous WH Fuel
Type HPWH Capacity
3CE
Incentive
per Unit
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 354 of 478 ends

11 EP-2024-030
Natural Gas/Propane
< 55 Gallons $3,300
> 55 Gallons $3,800
The Program will provide added incentive for income qualified residential customers installing HPWH measures. The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.

Table 9: Non-Connected HPWH Incentives Income Qualified Kicker Measure Qualifier
3CE
Incentive
per Unit
Income Qualified Kicker CARE/FERA
enrollment $1,000
The Program will provide added incentives for the installation of HPWH measures when (a) a customer certifies to 3CE or Contractor a project is located at a single-family home that was damaged by a Governor-proclaimed disaster occurring in February 2023 or later and (b) Contractor passes this information onto 3CE and (c) 3CE thereafter notifies Contractor the customer is eligible for the added incentive. Contractor shall have no responsibility for determining eligibility for such added incentives and shall bear no costs or liabilities with respect to added incentives paid to customers subsequently determined to be ineligible.

Table 10: Non-Connected HPWH Incentives Disaster Kicker - HPWH Measure Qualifier
3CE
Incentive
per Unit
Equipment Replacement
Disaster Kicker - HPWH
Damage to home
resulting from
declared natural
disaster
$1,000
Panel Replacement Measures
The Program will offer incentives for panel replacements or upgrades to single family homeowner customers that increase the effective panel capacity to support additional electrical load related to the installation of HPHVAC or HPWH measures. This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.

Table 11: Panel Upgrade and Replacement Incentives
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 355 of 478 ends

12 EP-2024-030
Measure Category
3CE
Incentive
per Unit
Panel upgrade $2,000*
*Customers pursuing a Grid-Connected HPWH will defer to the electrical and pre-electrification incentive structure listed in Table 6.

Multi-Family Incentives
Gas to Electric HPWH
The Program will provide incentives for multifamily building owner customers converting from a gas or propane water heater to all-electric HPWH.

Table 12: Multifamily Unit HPWH Incentives
Measure Market Rate
Incentives per Unit
Income
Qualified
Incentives per
Unit
Gas/propane to HPWH - unitary $2,100 $2,800
Upsizing kicker Gas/propane to
HPWH - unitary $1,050 $1,400
Non HPWH to HPWH - central $1,800 $2,400
Upsizing kicker non HPWH to
HPWH - central $900 $1,200
Panel/Electrical service
upgrade* $2,000 $2,800
Disaster Replacement Kicker** $1,000 $1,000
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
** The incentive is determined by a project located at a multi-family dwelling that was damaged by a Governor-proclaimed disaster occurring in February 2023 or later.

Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for multifamily building owner customers converting from a gas or propane HVAC to all-electric HPHVAC.

Table 13: Multifamily Unit HP HVAC Incentives
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 356 of 478 ends

13 EP-2024-030
Measure Market Rate Incentives
per Unit
Income
Qualified
Incentives per
Unit
Split or Rooftop HP - individual apt. $3,000 $4,000
PTHP, SPVHP, unitary through the
wall - individual apt. $750 $1,000
PTHP, SPVHP, unitary through the
wall - individual apt. (Variable
capacity/inverter driven (previous
heat source = all except PTHPs)
$1,500 $2,000
HP HVAC - multiple apts. $1,500 $2,000
Split or Rooftop HP - common area $2,700 $3,600
PTHP, SPVHP, unitary through the
wall - common area
$450 $600
PTHP, SPVHP, unitary through the
wall - common area (Variable
capacity/inverter driven, previous
heat source = non HP systems)
$1,200 $1,600
Panel/Electrical service upgrade $2,000 $2,800
Disaster Replacement Kicker** $2,000 $2,000
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
** The incentive is determined by a project located at a multi-family dwelling that was damaged by a Governor-proclaimed disaster occurring in February 2023 or later.

Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 357 of 478 ends

3/9/2022 1 Contract Number: ______________

CENTRAL COAST COMMUNITY ENERGY

STANDARD SERVICES AGREEMENT
This Agreement is made by and between CENTRAL COAST COMMUNITY ENERGY (“3CE”) and Cohen Ventures, Inc. DBA Energy Solutions (hereinafter “CONTRACTOR”), a California corporation with its principal place of business located at 449 15th Street, Suite 400, Oakland, CA . 3CE and CONTRACTOR may be individually referred to herein as “Party” or collectively as “Parties.” In consideration of the mutual covenants and conditions set forth in this Agreement, the Parties agree as follows:

1. GENERAL DESCRIPTION

1.1. 3CE hereby engages CONTRACTOR to perform, and CONTRACTOR hereby agrees to perform, the services described in Exhibits A in conformity with the terms of this Agreement. The goods and/or services are generally described as services to implement a Residential Electrification Program for CCCE customers.

2. PAYMENT PROVISIONS

2.1. 3CE 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 3CE to CONTRACTOR under this Agreement shall not exceed the sum of $1,760,000.00.

3. TERM OF AGREEMENT

3.1. The term of this Agreement is from the date of execution until September 30th, 2022, unless sooner terminated pursuant to the terms of this Agreement. This Agreement is of no force or effect until signed by both the CONTRACTOR and 3CE, with 3CE’s execution to be last in time.

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

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

4. SCOPE OF SERVICES AND ADDITIONAL PROVISIONS

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

4.1.1.Exhibit A: Scope of Services

4.1.2.Exhibit B: Payment Terms

4.1.3.Exhibit C: Procedures for Unauthorized Release of Covered Information DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 358 of 478 ends

3/9/2022 2 Contract Number: ______________

5. PERFORMANCE STANDARDS

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

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

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

6. PAYMENT CONDITIONS

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

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

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

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

7. TERMINATION

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

7.2. Either Party may provide notice to the breaching Party of the non-breaching Party’s intent to cancel and terminate this Agreement for Good Cause (defined below). Termination shall occur DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 359 of 478 ends

3/9/2022 3 Contract Number: ______________
if the Parties fail to agree on a plan for the breaching Party to cure within fifteen (15) days of the breaching Party’s receipt of such notice. “Good Cause” includes the failure of CONTRACTOR to perform the required services at the time and in the manner provided under this Agreement, or failure for 3CE to render payment for completed services following CONTRACTOR’s written demand for payment, in accordance with Exhibit B – Payment Conditions. If either Party terminates this Agreement for Good Cause, 3CE may be relieved of payment for work not performed and 3CE may proceed with the work in any manner, which 3CE deems proper.

8. INDEMNIFICATION

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

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

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

9. INSURANCE REQUIREMENTS

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

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

9.2.1.1. Commercial General Liability Insurance, including but not limited to premises and operations, including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability, Broad form Property Damage, Independent Contractors, Products and Completed Operations, and cross-liability with a combined single limit for Bodily Injury and Property Damage of not less than $1,000,000 per occurrence, and $2,000,000 in the aggregate.

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 360 of 478 ends

3/9/2022 4 Contract Number: ______________

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

10. RECORD AND CONFIDENTIALITY

10.1. “Confidential Information” is defined as certain confidential, secret and proprietary information, disclosed either orally or in writing or in printed, graphic or electronically recorded materials, records, data, specifications, formulas, technology, inventions, devices, products, methods, know-how, processes, financial data, specific client data and requirements, client and potential client lists, information concerning each Parties employees, agents or divisions, pricing information, and other trade secrets which have been or will be developed and owned by either of the Parties or their respective client(s).

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 361 of 478 ends

3/9/2022 5 Contract Number: ______________

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. The Parties and their respective 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. A Party receiving Confidential Information (the “Receiving Party”) shall not disclose any confidential records or other Confidential Information received from the other Party (the “Disclosing Party”) or prepared in connection with the performance of this Agreement, unless the Disclosing Party specifically permits the Receiving Party to disclose such records or information. The Receiving Party shall promptly transmit to 3CE any and all requests for disclosure of any such confidential records or Confidential Information. The Receiving Party shall not use any Confidential Information gained by the Receiving Party in the performance of this Agreement except for the sole purpose of carrying out the Receiving Party’s obligations under this Agreement.

10.3. Upon expiration or termination of this Agreement, the Receiving Party shall return to the Disclosing Party any Disclosing Party records which the Receiving Party used or received from the Disclosing Party to perform services under this Agreement.

10.4. 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.

10.5. 3CE shall have the right to examine, monitor and audit all records, documents, conditions, and activities of the CONTRACTOR and its subcontractors related to services provided under this Agreement. Pursuant to Government Code section 8546.7, if this Agreement involves the expenditure of public funds in excess of $10,000, the parties to this Agreement may be subject, at the request of 3CE or as part of any audit of 3CE, to the examination and audit of the State Auditor pertaining to matters connected with the performance of this Agreement for a period of three years after final payment under the Agreement.

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 362 of 478 ends

3/9/2022 6 Contract Number: ______________

10.6. CONTRACTOR shall not publish any and all original computer programs, writings, sound recordings, pictorial reproductions, drawings, and other works of similar nature without the prior written approval of 3CE.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 “Iris Platform” is defined as the Iris online software and associated data, owned and maintained by CONTRACTOR and provided as a part of the services to 3CE under this Agreement, that functions as an incentive processing and program reporting platform for 3CE’s customers and other third parties.

11.2 Intellectual Property Rights to the Iris Platform. All right, title, and interest in and to the Iris Platform (including without limitation all intellectual property rights therein) and all modifications, improvements, extensions, customizations, scripts or other definitive works of the Iris Platform provided or developed by the CONTRACTOR, whether prior to or during the Term of this Agreement, are and shall remain at all times solely vested in the CONTRACTOR. The Iris Platform was developed in its entirety by CONTRACTOR prior to the term of this Agreement, is the sole and exclusive property of CONTRACTOR, and CONTRACTOR retains all intellectual property rights thereto, including but not limited to copyrights (including all registrations and applications therefor), trade secrets, service marks, trademarks, trade names, trade dress, trademark applications and registrations, internet domain names, and all other proprietary and intellectual property rights, including moral rights.

Use of the Iris Platform by 3CE, its customers or any third party as part of the services shall not convey any rights of ownership to the Iris Platform, express or implied, including any intellectual property rights thereto, to any such party. During the term of this Agreement, CONTRACTOR grants to 3CE a non-exclusive, non-assignable, royalty-free, worldwide limited right to access and use the Iris Platform in connection with the services. Except as expressly provided herein, Company agrees not to assign, sublicense, transfer, copy, reproduce, distribute, republish, display, post or transmit in any form or by any means, any part of the Iris Platform to any third party. 3CE agrees not to access the Iris Platform by any means other than through the interfaces that are provided by CONTRACTOR.

Notwithstanding any conflicting terms of this Agreement, the Iris Platform and any and all works, expressions, inventions, ideas, discoveries, improvements and developments made to the Iris Platform by any person during the term of this Agreement, are explicitly excluded as "work for hire" pursuant to this Agreement.

Any data provided by 3CE to CONTRACTOR on the Iris Platform remains the property of 3CE and, upon request, shall be exported and/or deleted from the Iris Platform.

11.3 Iris Platform Terms of Use. All users of the Iris Platform shall be required to comply with the Iris Platform's standard Terms of Use, including 3CE employees who accesses the Iris Platform in connection DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 363 of 478 ends

3/9/2022 7 Contract Number: ______________
with the services; provided, however, that if any Terms of Use applicable to 3CE employees conflict with any provisions of this Agreement, with respect to 3CE's use of the Iris Platform in connection with the services, the provision of this Agreement shall control.

12. NON-DISCRIMINATION

12.1. During the performance of this Agreement, CONTRACTOR, and its subcontractors, shall not unlawfully discriminate against any person because of race, religious creed, color, sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age (over 40), or sexual orientation, either in CONTRACTOR’s employment practices or in the furnishing of services to recipients. CONTRACTOR shall ensure that the evaluation and treatment of its employees and applicants for employment and all persons receiving and requesting services are free of such discrimination. CONTRACTOR and any subcontractor shall, in the performance of this Agreement, fully comply with all federal, state, and local laws and regulations which prohibit discrimination. The provision of services primarily or exclusively to such target population as may be designated in this Agreement shall not be deemed to be prohibited discrimination.

13. INDEPENDENT CONTRACTOR

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

14. NOTICES

14.1. Notices required under this Agreement shall be delivered personally, by email, or by first-class, postage pre-paid mail to 3CE and CONTRACTOR’S contract administrators at the addresses listed below. In the case of email, Notices are considered received upon the date of confirmation of receipt or read receipt:

Central Coast Community Energy CONTRACTOR
Chief Financial Officer Contract Services
70 Garden Court, Suite 300 449 15th Street, Suite 400
Monterey, Ca 93940 Oakland, CA 94612
Email: [email protected] Email: [email protected] DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 364 of 478 ends

3/9/2022 8 Contract Number: ______________

15. MISCELLANEOUS PROVISIONS

15.1. 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.

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

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

15.4. 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.

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

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

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

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

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

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

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

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 365 of 478 ends

3/9/2022 9 Contract Number: ______________

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

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

15.14. 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.

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

15.16. Integration. This Agreement, including the exhibits, represent the entire Agreement between 3CE and the CONTRACTOR with respect to the subject matter of this Agreement and shall supersede all prior negotiations, representations, or agreements, either written or oral, between 3CE and the CONTRACTOR as of the effective date of this Agreement, which is the date that 3CE signs the Agreement.

15.17. 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.

Energy Solutions Central Coast Community Energy
BY:__________________________________ BY:______________________________________ Title:_____________________________ Tom Habashi, CEO
Date: ____________________________ Date: ____________________________ Approved as to Form
BY:______________________________________
Brian Kimball, General Counsel
Date: ____________________________
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Director, Energy Efficiency
3/9/2022
3/11/2022
3/11/2022
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 366 of 478 ends

3/9/2022 10 Contract Number: ______________
Approved as to Financial Terms
BY:______________________________________
Jaya Bajpai, Chief Financial Officer
Date: ____________________________
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B 3/10/2022
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 367 of 478 ends

3/9/2022 11 Contract Number: ______________
Exhibit A: Scope of Services
Task 1 - Program Administration
Consultant will collaborate with CCCE to develop, implement, and manage the Program with activities including, but not limited to program budget and tracking and representing CCCE’s interests with third parties and participating contractors. Consultant will host monthly calls to review the status of goals, participant performance, and discuss potential issues and recommendations for improvement.

Activities:
• In Person meetings hosted once per month
Task 2 - Data Reports
Task 2a – Monthly Data Report
Consultant will provide reports to CCCE in a manner that enables confident decision-making and alleviates audit risk. To enable real-time reporting, our software platform, Iris, is designed to provide secure integrated data collection, and reports may be downloaded from Iris at any time. The fields included in these reports are flexible and will be configured to suit CCCE’s preferences.

Consultant will prepare a monthly report with a summary of current participation and performance indicators that are determined by Consultant and approved by CCCE.

These reports will be accessible either through the online application system, delivered via a secure file sharing website, or delivered based on agreed upon terms between CCCE and Consultant.

Deliverables:
• Monthly Report delivered once per month
Task 2b - Full Data Reports
All sales data collected from participants in claims, as well as all data documenting completed validation checks, eligible equipment specifications, and payments to participants, will be saved in Iris and will be available for use in all automated and manual QA/QC processes. Consultant will report on this data Program-to-date, which will include application-level fields such as equipment, installation, customer, and savings data.

Deliverables:
• Raw data provided ad hoc.

Task 3 - Contractor Outreach
Consultant will leverage trade ally outreach efforts of TECH to build and maintain a network of contractors, distributors, and manufacturers to support the Program and ensure contractors in CCCE territory are aware of the higher incentives sponsored by CCCE. Consultant will work with contractors to create installs in CCCE territory and provide support on how to submit applications through the DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 368 of 478 ends

3/9/2022 12 Contract Number: ______________
Incentive Clearinghouse. Contractors enrolled in TECH will automatically be enrolled in the CCCE program through an amendment to the TECH Trade Partner Participation Agreement.

Activities:
• Support for contractors in CCCE
Task 4 - Incentive Clearinghouse and Incentive Payments The Incentive Clearinghouse will be the central processing platform for all TECH incentives. This feature will be used for statewide, pilot, and regional incentives offered by TECH, and will be essential to scale and integrate new initiatives as building electrification is more widely adopted. The Incentive Clearinghouse will have the functionality to layer incentives across multiple program administrators. The goals of the Incentive Clearinghouse is to 1) simplify the participant experience by standardizing application requirements and the application submittal process, and 2) create a more comprehensive project data set for public reporting purposes.

Consultant will configure the incentive clearinghouse with Single Family and Multi-Family Incentives.

Consultant will pay process, QA/QC and pay incentives for CCCE on the clearinghouse. Payments to contractors will combine both CCCE and TECH incentives into a single check paid to participants to simplify the payment process.

Activities:
• Configuration of Incentive Clearinghouse with CCCE incentives • Processing and Payment of CCCE Incentive applications.

Estimated Percentage of Time Per Task:

Task Estimated Percent of Time
Task 1 – Program Administration 30%
Task 2 – Monthly Data Reports 20%
Task 3 – Contractor Outreach 20%
Task 4 – Incentive Clearinghouse 30%
Program Duration
Program duration is at the discretion of CCCE, but the current proposal assumes the program will run from July 1, 2022, through July 1st, 2025, or until the budget is spent.

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 369 of 478 ends

3/9/2022 13 Contract Number: ______________
Program Incentives and Implementation
Incentive Plan
The below tables show the incentive values for HP HVAC and HPWH measures. In all cases, the incentive is limited by the project cost, which will be a required application field. The incentives will be available throughout CCCE territory.

Single Family Incentives
Heat Pump HVAC Measures
TECH plans to offer baseline incentives of $3,000 per unit to all Gas IOU customers in California. TECH is seeking to partner with other program administrators that want to provide incentives to support quicker adoption by supporting an enhanced incentive structure that offers up to $3,600 in additional incentives. Consultant proposes that CCCE funds $1,500 per HP HVAC installation, which will allow the TECH to provide complementary incentives for the installation of higher efficiency equipment with higher installation quality. These CCCE funded incentives will be paid by the Consultant and dispersed through the Incentive Clearinghouse with the TECH funds to provide a seamless experience to market actors.

Table 1: Unitary/Split System Heat Pump HVAC Incentives *Incentives available for installations providing full-home heating/cooling. Load calculations showing the installed mini-/multi-split serves full home will be required as part of the application. **TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.

Energy Solutions will inform CCCE of any potential changes to TECH incentives.

Table 2: Heat Pump HVAC Quality Installation Bonuses
Quality Installation Measure* Qualifier
CCCE
Incentive
per Unit
TECH
Incentive per
Unit**
Total
Incentive per
Unit
Manual J Completed Provide Calculations $0 $600 $600
Duct Testing and Sealing 5% Total leakage or less $0 $600 $600 Equipment
Type
Size
Category
Sub-Category Tier
Seasonal/Part-Load Cooling
Efficiency
HSPF
CCCE
Incentive
per Unit
TECH
Incentive
per
Unit**
Total
Incentive
per Unit
Unitary Split
System and
mini/multi-split
< 5.4 tons Ducted
Baseline HP Replacement $1,500 $1,500 $3,000
1 16.0 SEER 9.5 $1,500 $2,400 $3,900
2 18.0 SEER 10.0 $1,500 $3,300 $4,800
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 370 of 478 ends

3/9/2022 14 Contract Number: ______________
Field Measured Performance
(based on ASHRAE 221-2020)
Heating System Performance Ratio (HSPr)
or Cooling System Performance Ratio
(CSPr) = 80% or better
$0 $600 $600
*Incentives only available as add-on bonuses to heat pump installation. **TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.

Energy Solutions will inform CCCE of any potential changes to TECH incentives.

The HP HVAC measures are for gas to heat pump conversion scenarios only. In all cases, the applicant must show that the gas equipment has either been fully decommissioned or setup to run in emergency scenarios only. In addition, the HP HVAC incentives are based on heat pumps that provide full-home heating and cooling. The incentives are available in cases when the customer does not have previous cooling.

CCCE would also be funding a low-income adder, with a flat rate of $1,000/unit.

Measure Qualifier
CCCE
Incentive
per Unit
TECH
Incentive
per Unit
Total
Incentive
per Unit*
Low-Income Kicker CARE/FERA enrollment $1,000 $0 $1,000 Heat Pump Water Heater Measures
The Program will offer incentives for customers converting from a gas, propane, or electric resistance water heater to HPWH. In all cases, the Program will require applicants to provide evidence of the previous unit’s fuel type to obtain the incentive. Like the HP HVAC measures, TECH plans to offer baseline incentives for HPWH’s but will offer an enhanced incentive structure (up to a total of $6,600) for partners that want to provide incentives for these technologies. The enhanced incentive structure will support additional incentives for replacing electric resistance water heaters and for panel upgrades needed in conjunction with HPWH installations. Consultant proposes that CCCE offer $1,500 for gas to electric conversions. These incentives will be funded by CCCE and distributed by the Consultant with the complimentary TECH incentives. This contribution of funding enables TECH to offer complimentary incentives that are more attractive for replacing electric resistance replacement, and enable electric panel upgrades, overcoming a major barrier to many installations.

Table 3: Heat Pump Water Heater Incentives
Previous WH Fuel
Type HPWH Capacity
CCCE
Incentive
per Unit
TECH
Incentive
per Unit*
Total
Incentive
per Unit
Natural Gas/Propane
< 55 Gallons $1,500 $1,600 $3,100
> 55 Gallons $1,500 $2,300 $3,800
Electric resistance All $0 $1,500 $1,500
*TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.

Energy Solutions will inform CCCE of any potential changes to TECH incentives.

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 371 of 478 ends

3/9/2022 15 Contract Number: ______________
Table 4: Panel Upgrade/Smart Load Center Incentives
Measure Category Qualifier
CCCE
Incentive
per Unit
TECH
Incentive
per Unit**
Total
Incentive
per Unit
Panel upgrade Up to 200 amps
$1,000 $1,800 $2,800
Smart Load Center* None
*Incentives only available as add-on bonuses to heat pump water heater installation **TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.

Energy Solutions will inform CCCE of any potential changes to TECH incentives.

The incentive rates for natural gas or propane to HPWH are differentiated to support upsizing HPWHs to ensure the units have capacity to run primarily in heat pump mode, while also having load available to shift out of peak demand periods.

TECH will offer panel upgrade incentives for customers sizing up to 200 amps or installing a smart load center if the smart load center increases the effective panel capacity to support the added electrical load from the HPWH.

CCCE would also be funding a low-income adder, with a flat rate of $1,000/unit Measure Qualifier
CCCE
Incentive
per Unit
TECH
Incentive
per Unit
Total
Incentive
per Unit
Low-Income Kicker CARE/FERA enrollment $1,000 $0 $1,000 Consultant will re-evaluate incentive levels and participation after the first year, 2022, to determine whether the incentive design should be updated to meet the needs of CCCE and TECH. The soon to be released 120-volt “plug-in” HPWHs will be eligible for the incentive amount associated with the previous water heater fuel type. Consultant may establish a future measure category specifically available for the 120-volt HPWHs once more data on unit install cost are collected.

Multi-Family Incentives
Multifamily incentives are proposed to be 50% of current TECH offering for market rate incentives and 100% of the TECH incentives for low income. These incentives reflect similar incentives offered by other Program Administrators in the state and can be layered directly with the TECH incentives. This format will ensure that there is little confusion with multifamily contractors.

Gas to Electric HPWH
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 372 of 478 ends

3/9/2022 16 Contract Number: ______________
Measure CCCE Market Rate
Incentives
CCCE Low
Income
Incentives
TECH
Layered
Incentives*
Gas/propane to HPWH - unitary $700 $1,400 $1,400
upsizing kicker Gas/propane to
HPWH - unitary
$350 $700 $700
non HPWH to HPWH - central $600 $1,200 $1,200
upsizing kicker non HPWH to
HPWH - central
$300 $600 $600
Panel/Electrical service upgrade $700 $1,400 $1,400
*TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.

Energy Solutions will inform CCCE of any potential changes to TECH incentives.

Gas to Electric HP HVAC Incentives
Measure CCCE Market Rate
Incentives
CCCE Low
Income
Incentives
TECH Layered
Incentives*
Split or Rooftop HP - individual apt. $1,000 $2,000 $2,000 PTHP, SPVHP, unitary through the
wall - individual apt.
$250 $500 $500
PTHP, SPVHP, unitary through the
wall - individual apt. (Variable
capacity/inverter driven (previous
heat source = all except PTHPs)
$500 $1,000 $1,000
HP HVAC - multiple apts. $500 $1,000 $1,000
Split or Rooftop HP - common area $900 $1,800 $1,800
PTHP, SPVHP, unitary through the
wall - common area
$150 $300 $300
PTHP, SPVHP, unitary through the
wall - common area (Variable
capacity/inverter driven, previous
heat source = non HP systems)
$400 $800 $800
Panel/Electrical service upgrade $700 $1,400 $1,400
*TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.

Energy Solutions will inform CCCE of any potential changes to TECH incentives.

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 373 of 478 ends

3/9/2022 17 Contract Number: ______________
Exhibit B: Payment Terms
Incentive Reimbursement
Consultant will pay incentives and be reimbursed by CCCE to simplify payment process. Consultant will provide invoices with details of incentive payments as well as fixed price and performance payments in an agreed upon between Consultant and CCCE. Invoices will be submitted to CCCE by the 15th of each month.

Budget
Consultant will be compensated with an administration budget based on a fixed price (Fixed Price Start-Up Fee) and performance basis (Performance Payment). The Fixed Price Start-Up Fee and Performance Payment covers all the services in the Scope of Work. The Fixed Price Start-Up Fee covers costs associated with Program start-up, including 1) contractor outreach and enrollment across CCCE’s service area, 2) coordination with additional TECH activities, and 3) configuration of the Incentive Clearinghouse. The Program Implementation Fee covers ongoing services described in the Scope of Work. The Fixed Price Start-Up Fee shall be $50,000 and the Program Implementation Fee shall be 10% of all incentives paid out over $500,000. Associated with Program start-up, the Fixed Price Start-Up Fee will be invoiced upon receiving the Program’s first claim through the Incentive Clearinghouse and satisfactory demonstration of completed activities 1 – 3 above. Table 6 below provides the key performance indicators and budget for the Program.

Table 5: Budget and Participation Estimates
Key Metric Total
Estimated HP HVAC Units 667
Estimated HPWH Units 400
Incentive Reimbursement $1,600,000
Total Administration Costs $160,000
Fixed Price Start-Up Fee $50,000
Program Implementation Fee $110,000
Total Costs $1,760,000
Table 6. Budget per Category
Category Minimum Budget Maximum Budget Per Project
Single Family (SF) $600,000 $100,000*
Multi-Family (MF) $400,000 $100,000
Low-Income (SF or MF) $200,000 $200,000
*Includes large group single family projects such as a military base.

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 374 of 478 ends

3/9/2022 18 Contract Number: ______________
These budgets per category are intended to promote geographic equity and diversity across the Program’s projects. Incentive caps per category may be changed through agreement with both parties and documented in email.

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).

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 375 of 478 ends

3/9/2022 19 Contract Number: ______________
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 Commission, or as part of a Commission authorized program conducted by a governmental entity under the supervision of the Commission.

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

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

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

PROCEDURE
Detecting and Reporting of Unauthorized Releases

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

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

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

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

Unauthorized Release Handling Procedure

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

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 376 of 478 ends

3/9/2022 20 Contract Number: ______________

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

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

Review and Training

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

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

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 377 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 1 AMENDMENT NO. 1

TO SERVICES AGREEMENT BETWEEN ENERGY SOLUTIONS AND

CENTRAL COAST COMMUNITY ENERGY
This Amendment No.1 to the Services Agreement (“Agreement”) which was effective on March 11, 2022, is entered into by and between CENTRAL COAST COMMUNITY ENERGY (“CCCE”) and Cohen Ventures, Inc. DBA Energy Solutions (hereinafter “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 the Agreement on March 11, 2022, to provide goods and/or services generally described as services to implement a Residential Electrification Program (“Program”) for CCCE customers; and WHEREAS, CCCE sought to support and enhance the TECH Clean California Initiative, a statewide program to accelerate electrification, by combining CCCE incentive funds with state incentive funds; and
WHEREAS, due to high demand, in May 2022, TECH Clean California Initiative funds became either fully reserved or substantially reserved throughout CCCE’s service area, impacting the Program’s ability to provide CCCE customers with incentives at the desired levels to accelerate electrification; and
WHEREAS, CCCE seeks to extend the term of the Agreement to September 30, 2023; and
WHEREAS, without changing the Not to Exceed amount of the Agreement, CCCE seeks to supplement incentive funds that were offered under the TECH Clean California Initiative to allow building electrification incentives to remain unchanged for CCCE customers.

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

The Agreement is hereby amended on the terms and conditions as set forth in the Agreement, except as specifically set forth below.

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

EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 378 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 2 The term of this Agreement is from the date of execution until September 30th, 2023, unless sooner terminated pursuant to the terms of this Agreement.

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

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

4. Except as provided herein, all remaining terms, conditions and provisions of the Agreement are unchanged and unaffected by this Amendment No. 1 and shall continue in full force and effect.

5. A copy of this Amendment No. 1 shall be attached to the Original Agreement.

6. This Amendment No. 1 shall be effective when signed by both parties.

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

Cohen Ventures, Inc. Central Coast Community Energy
BY:

Title: Associate Director
BY:

Tom Habashi, CEO
Date: 8/2/2022 | 8:19 AM PDT Date:

Approved as to Form
BY:

Brian Kimball, General Counsel
Date:

Approved as to Financial Terms
BY:

Jaya Bajpai, Chief Financial Officer
Date:

EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B 8/15/2022
8/15/2022
8/15/2022
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 379 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 8/1/2022 3 Contract Number:

Exhibit A-1: Scope of Services
Task 1 - Program Administration
CONTRACTOR will collaborate with CCCE to develop, implement, and manage the CCCE Electrify Your Home Program (“The Program”) with activities including, but not limited to processing applications, paying incentives, reporting, and representing CCCE’s interests with third parties and participating contractors. CONTRACTOR will host monthly calls to review the status of goals, participant performance, and discuss potential issues and recommendations for improvement.

Activities:
• Meetings hosted once per month
Task 2 - Data Reports
Task 2a – Monthly Data Report
CONTRACTOR will provide reports to CCCE in a manner that enables confident decision-making and alleviates audit risk. To enable real-time reporting, CONTRACTOR’S software platform, Iris, is designed to provide secure integrated data collection, and reports may be downloaded from Iris at any time. The fields included in these reports are flexible and will be configured to suit CCCE’s preferences.

CONTRACTOR will prepare a monthly report with a summary of current participation and performance indicators that are determined by CONTRACTOR and approved by CCCE. These reports will be accessible either through the online application system, delivered via a secure file sharing website, or delivered based on agreed upon terms between CCCE and CONTRACTOR.

Deliverables:
• Monthly Report delivered once per month
Task 2b - Full Data Reports
All sales data collected from participants in claims, as well as all data documenting completed validation checks, eligible equipment specifications, and payments to participants, will be saved in Iris and will be available for use in all automated and manual QA/QC processes. CONTRACTOR will report on this data Program-to-date, which will include application-level fields such as equipment, installation, customer, and savings data.

Deliverables:
• Raw data provided ad hoc.

Task 3 - Contractor Outreach
CONTRACTOR will leverage trade ally outreach efforts to build and maintain a network of contractors, distributors, and manufacturers to support the Program and ensure contractors in CCCE territory are aware of the higher incentives sponsored by CCCE. CONTRACTOR will work with contractors to create EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 380 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 8/1/2022 4 Contract Number:
installs in CCCE territory and provide support on how to submit applications through the Incentive Clearinghouse. Contractors previously enrolled in the TECH Clean California Initiative will automatically be enrolled in the CCCE program through an amendment to the TECH Trade Partner Participation Agreement.

Activities:
• Support for contractors in CCCE
Task 4 - Incentive Clearinghouse and Incentive Payments The Incentive Clearinghouse will be the central processing platform for all Program incentives, including potential future incentives that may be integrated from other parties (e.g., TECH or other State incentives). The Incentive Clearinghouse will have the functionality to layer incentives across multiple program administrators. The goals of the Incentive Clearinghouse are to 1) simplify the participant experience by standardizing application requirements and the application submittal process, and 2) create a more comprehensive project data set for public reporting purposes.

CONTRACTOR will configure the incentive clearinghouse with Single Family and Multi-Family Incentives.

CONTRACTOR will process applications, conduct QA/QC, and pay incentives for CCCE on the Incentive Clearinghouse. If potential future incentives from third parties become available for program integration, payments to contractors will combine both CCCE and additional incentives into a single check paid to participants to simplify the payment process.

Activities:
• Configuration of Incentive Clearinghouse with CCCE incentives. • Processing and Payment of CCCE Incentive applications.

Table 1: Estimated Percentage of Time Per Task
Task Estimated Percent of Time
Task 1 – Program Administration 30%
Task 2 – Monthly Data Reports 20%
Task 3 – Contractor Outreach 20%
Task 4 – Incentive Clearinghouse 30%
Program Incentives and Implementation
Incentive Plan
The tables below show incentive values for Heat Pump Heating, Ventilation, and Air Conditioning (HPHVAC) and Heat Pump Water Heater (HPWH) measures under the Program. In all cases, the incentive is limited by the project cost, which will be a required application field. The incentives will be available throughout CCCE service area and are subject to change based on CCCE’s discretion. The CCCE funded incentives will be paid by the CONTRACTOR and dispersed through the Contractor’s Incentive Clearinghouse to provide a seamless experience to market actors.

EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 381 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 8/1/2022 5 Contract Number:

Single Family Incentives
Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for single family homeowner customers converting from a gas or propane HVAC to all-electric HPHVAC.

Table 2: Unitary/Split System Heat Pump HVAC Incentives Equipment
Type* Size Category Sub-Category Tier
Seasonal/Part-Load Cooling
Efficiency
HSPF
CCCE
Incentive
per Unit
Unitary Split Baseline HP Replacement $2,500
System and
mini/multi- < 5.4 tons Ducted 1 16.0 SEER 9.5 $3,000
split 2 18.0 SEER 10.0 $3,500
*Incentives available for installations providing full-home heating/cooling. Load calculations showing the installed mini-/multi-split serves full home will be required as part of the application.

The Program will provide an added incentive to income qualified applicants installing a HVAC measure.

The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.

Table 3: Income Qualified Kicker - HPHVAC
Measure Qualifier
CCCE
Incentive
per Unit
Low-Income Kicker CARE/FERA enrollment $1,000
Heat Pump Water Heater (HPWH) Measures
The Program will provide incentives for single family homeowner customers converting from a gas or propane water heater to all-electric HPWH. In all cases, the Program will require applicants to provide evidence of the previous unit’s fuel type to obtain the incentive.

Table 4: Heat Pump Water Heater Incentives
Previous WH Fuel
Type HPWH Capacity
CCCE
Incentive
per Unit
Natural Gas/Propane < 55 Gallons $3,300
> 55 Gallons $3,800
The Program will provide an added incentive to income qualified applicants installing HPWH measure.

The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.

EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 382 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 8/1/2022 6 Contract Number:

Table 5: Income Qualified Kicker - HPWH
Measure Qualifier
CCCE
Incentive
per Unit
Low-Income Kicker CARE/FERA enrollment $1,000
Panel Replacement Measures
The Program will offer incentives for panel replacements or upgrades to single family homeowner customers that increase the effective panel capacity to support additional electrical load related to the installation of HPHVAC or HPWH measures. This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.

Table 6: Panel Upgrade and Replacement Incentives
Measure Category
CCCE
Incentive per
Unit
Panel upgrade $2,000
Multi-Family Incentives
Gas to Electric HPWH
The Program will provide incentives for multifamily building owner customers converting from a gas or propane water heater to all-electric HPWH.

Table 7: Multifamily Unit HPWH Incentives
Measure Market Rate
Incentives per Unit
Low Income
Incentives per
Unit
Gas/propane to HPWH - unitary $2,100 $2,800
upsizing kicker Gas/propane to
HPWH - unitary $1,050 $1,400
non HPWH to HPWH - central $1,800 $2,400
upsizing kicker non HPWH to
HPWH - central $900 $1,200
Panel/Electricalservice
upgrade* $2,000 $2,800
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.

EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 383 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 8/1/2022 7 Contract Number:

Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for multifamily building owner customers converting from a gas or propane HVAC to all-electric HPHVAC.

Table 8: Multifamily Unit HP HVAC Incentives
Measure Market Rate Incentives
per Unit
Low Income
Incentives per
Unit
Split or Rooftop HP - individual apt. $3,000 $4,000
PTHP, SPVHP, unitary through the
wall - individual apt. $750 $1,000
PTHP, SPVHP, unitary through the
wall - individual apt. (Variable
capacity/inverter driven (previous
heat source = all except PTHPs)
$1,500 $2,000
HP HVAC - multiple apts. $1,500 $2,000
Split or Rooftop HP - common area $2,700 $3,600
PTHP, SPVHP, unitary through the
wall - common area $450 $600
PTHP, SPVHP, unitary through the
wall - common area (Variable
capacity/inverter driven, previous
heat source = non HP systems)
$1,200 $1,600
Panel/Electricalservice upgrade $2,000 $2,800
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.

TECH Clean California Data Sharing
CCCE acknowledges and agrees that over the course of CONTRACTOR carrying out its obligations under this agreement, customer program participation data may need to be disclosed to CONTRACTOR’S subcontractors and representatives carrying out their obligations under the TECH Clean California program. In its agreements with subcontractors and representatives, CONTRACTOR will require the same adherence to all confidentiality and data security measures described by this Agreement, including Section 10. Record and Confidentiality and Exhibit C: Procedures for Release of Covered Information. CONTRACTOR is solely responsible for any breach or non-compliance of these terms by its TECH Clean California subcontractors or CONTRACTOR representatives in safeguarding confidential information in accordance with this Agreement.

EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 384 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 8/1/2022 8 Contract Number:

Exhibit B-1: Payment Terms
Incentive Reimbursement
CONTRACTOR will pay incentives and be reimbursed by CCCE to simplify payment process.

CONTRACTOR will provide invoices with details of incentive payments as well as fixed price and performance payments in a format required by CCCE. Invoices will be submitted to CCCE by the 15th of each month.

Budget
CONTRACTOR will be compensated with an administration budget based on a fixed price (Fixed Price Start-Up Fee) and performance basis (Performance Payment). The Fixed Price Start-Up Fee and Performance Payment covers all the services in the Scope of Work. The Fixed Price Start-Up Fee covers costs associated with Program start-up, including 1) contractor outreach and enrollment across CCCE’s service area; 2) coordination with additional TECH Clean California Initiative activities, including but not limited to contractor outreach, contractor training, vendor engagement, data analysis, data reporting, marketing, and pilot activities; and 3) configuration of the Incentive Clearinghouse. The Program Implementation Fee covers ongoing services described in the Scope of Work. The Fixed Price Start-Up Fee shall be $50,000 and the Program Implementation Fee shall be 7% of all incentives paid out over $500,000. Associated with Program start-up, the Fixed Price Start-Up Fee will be invoiced upon receiving the Program’s first claim through the Incentive Clearinghouse and demonstration of completed activities 1 – 3 above, deemed satisfactory by CCCE. Tables 1 and 2 below provide a breakdown of the budget and budget thresholds for each building type.

Table 1: Budget Breakdown
Expense Type Total
Incentive Reimbursement $1,600,000
Administration Costs $160,000
Fixed Price Start-Up Fee $50,000
Program Implementation Fee $110,000
Total Costs $1,760,000
Table 2. Budget per Category
Category Minimum Budget Maximum Budget Per Project
Single Family (SF) $600,000 $100,000*
Multi-Family (MF) $400,000 $100,000
Low-Income (SF or MF) $200,000 $200,000
*Includes large group single family projects such as a military base.

These budgets per category are intended to promote geographic equity and diversity across the Program’s projects. Incentive caps per category may be changed at CCCE's discretion and documented in email.

EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 385 of 478 ends

Amendment No. 2 To Agreement Between Energy Solutions and 3CE 1 AMENDMENT NO. 2

TO SERVICES AGREEMENT BETWEEN ENERGY SOLUTIONS AND

CENTRAL COAST COMMUNITY ENERGY
This Amendment No.2 to the Services Agreement (“Agreement”) which was effective on March 11, 2022, is entered into by and between CENTRAL COAST COMMUNITY ENERGY (“3CE”) and Cohen Ventures, Inc. DBA Energy Solutions (hereinafter “CONTRACTOR”); (CCCE and CONTRACTOR are referred herein as “party,” or collectively, as the “Parties”), with respect to the following:

RECITALS
WHEREAS, 3CE and CONTRACTOR entered into an Agreement on March 11, 2022, to provide services for the implementation of a residential electrification program (“Program”); and
WHEREAS, 3CE sought to support and enhance the TECH Clean California Initiative, a statewide program to accelerate electrification, by combining CCCE incentive funds with state incentive funds; and
WHEREAS, 3CE and CONTRACTOR executed Amendment No. 1 to the Agreement on August 15, 2022; and
WHEREAS, without changing the Not to Exceed amount of the Agreement, 3CE and CONTRACTOR seek to extend the term of the Agreement to September 30, 2024; and WHEREAS, 3CE seeks to further support victims of declared natural disasters by providing enhanced incentives through the Electrify Your Home Program; and WHEREAS, 3CE seeks to leverage State funding available through the Self Generation Incentive Program to further support customers who choose to participate in Demand Response programs.

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

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

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

2. Replace Exhibit A-1 with Exhibit A-2, attached and incorporated herein.

3. Except as provided herein, all remaining terms, conditions and provisions of the EP-2023-019
DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0 Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 386 of 478 ends

Amendment No. 2 To Agreement Between Energy Solutions and 3CE 2 Agreement Amendment No. 1 are unchanged and unaffected by this Amendment No. 2 and shall continue in full force and effect.

4. The terms and conditions in this Amendment No. 2 shall control over any inconsistent terms and conditions in the original Agreement and Amendment No. 1.

5. A copy of this Amendment No. 2 shall be attached to the Original Agreement.

6. This Amendment No. 2 shall be effective when signed by both parties.

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

Cohen Ventures, Inc. DBA Energy Solutions
BY:_________________________________
Samuel Cohen, President
Date: ____________________________
Central Coast Community Energy
BY:___________________________________
Robert M. Shaw, Chief Executive Officer
Date: ____________________________
Approved as to Form
BY:___________________________________
Charles McKee, General Counsel
Date: ____________________________
Approved as to Financial Terms
BY:__________________________________
Dewayne Woods, Chief Financial Officer
Date: ____________________________
EP-2023-019
DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0 8/17/2023
8/24/2023
8/24/2023
8/24/2023
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 387 of 478 ends

8/14/2023 3 Contract Number: EP-2023-019_
Exhibit A-2: Scope of Services
Task 1 - Program Administration
CONTRACTOR will collaborate with CCCE to develop, implement, and manage the CCCE Electrify Your Home Program (“The Program”) with activities including, but not limited to processing applications, paying incentives, reporting, and representing CCCE’s interests with third parties and participating contractors. CONTRACTOR will host monthly calls to review the status of goals, participant performance, and discuss potential issues and recommendations for improvement.

Activities:
• Meetings hosted once per month
Task 2 - Data Reports
Task 2a – Monthly Data Report
CONTRACTOR will provide reports to CCCE in a manner that enables confident decision-making and alleviates audit risk. To enable real-time reporting, CONTRACTOR’S software platform, Iris, is designed to provide secure integrated data collection, and reports may be downloaded from Iris at any time. The fields included in these reports are flexible and will be configured to suit CCCE’s preferences.

CONTRACTOR will prepare a monthly report with a summary of current participation and performance indicators that are determined by CONTRACTOR and approved by CCCE. These reports will be accessible either through the online application system, delivered via a secure file sharing website, or delivered based on agreed upon terms between CCCE and CONTRACTOR.

Deliverables:
• Monthly Report delivered once per month
Task 2b - Full Data Reports
All sales data collected from participants in claims, as well as all data documenting completed validation checks, eligible equipment specifications, and payments to participants, will be saved in Iris and will be available for use in all automated and manual QA/QC processes. CONTRACTOR will report on this data Program-to-date, which will include application-level fields such as equipment, installation, customer, and savings data.

Deliverables:
• Raw data provided ad hoc.

Task 3 - Contractor Outreach
CONTRACTOR will leverage trade ally outreach efforts to build and maintain a network of contractors, distributors, and manufacturers to support the Program and ensure contractors in CCCE territory are aware of the higher incentives sponsored by CCCE. CONTRACTOR will work with contractors to create DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0 Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 388 of 478 ends

8/14/2023 4 Contract Number: EP-2023-019_
installs in CCCE territory and provide support on how to submit applications through the Incentive Clearinghouse. Contractors previously enrolled in the TECH Clean California Initiative will automatically be enrolled in the CCCE program through an amendment to the TECH Trade Partner Participation Agreement.

Activities:
• Support for contractors in CCCE
Task 4 - Incentive Clearinghouse and Incentive Payments The Incentive Clearinghouse will be the central processing platform for all Program incentives, including potential future incentives that may be integrated from other parties (e.g., TECH or other State incentives). The Incentive Clearinghouse will have the functionality to layer incentives across multiple program administrators. The goals of the Incentive Clearinghouse are to 1) simplify the participant experience by standardizing application requirements and the application submittal process, and 2) create a more comprehensive project data set for public reporting purposes.

CONTRACTOR will configure the incentive clearinghouse with Single Family and Multi-Family Incentives.

CONTRACTOR will process applications, conduct QA/QC, and pay incentives for CCCE on the Incentive Clearinghouse. If potential future incentives from third parties become available for program integration, payments to contractors will combine both CCCE and additional incentives into a single check paid to participants to simplify the payment process.

Activities:
• Configuration of Incentive Clearinghouse with CCCE incentives. • Processing and Payment of CCCE Incentive applications.

Table 1: Estimated Percentage of Time Per Task
Task Estimated Percent of Time
Task 1 – Program Administration 30%
Task 2 – Monthly Data Reports 20%
Task 3 – Contractor Outreach 20%
Task 4 – Incentive Clearinghouse 30%
Program Incentives and Implementation
Incentive Plan
The tables below show incentive values for Heat Pump Heating, Ventilation, and Air Conditioning (HPHVAC) and Heat Pump Water Heater (HPWH) measures under the Program. In all cases, the incentive is limited by the project cost, which will be a required application field. The incentives will be available throughout CCCE service area and are subject to change based on CCCE’s discretion. The CCCE funded incentives will be paid by the CONTRACTOR and dispersed through the Contractor’s Incentive Clearinghouse to provide a seamless experience to market actors.

DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0 Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 389 of 478 ends

8/14/2023 5 Contract Number: EP-2023-019_
Single Family Incentives
Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for single family homeowner customers converting from a gas or propane HVAC to all-electric HPHVAC.

Table 2: Unitary/Split System Heat Pump HVAC Incentives Equipment
Type* Size Category Sub-Category Tier
Seasonal/Part-Load Cooling
Efficiency
HSPF
CCCE
Incentive
per Unit
Unitary Split
System and
mini/multi-split
< 5.4 tons Ducted
Baseline HP Replacement $2,500
1 16.0 SEER 9.5 $3,000
2 18.0 SEER 10.0 $3,500
*Incentives available for installations providing full-home heating/cooling. Load calculations showing the installed mini-/multi-split serves full home will be required as part of the application.

The Program will provide an added incentive to income qualified applicants installing a HVAC measure.

The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.

Table 3: Income Qualified Kicker - HPHVAC
Measure Qualifier
CCCE
Incentive
per Unit
Income Qualified Kicker CARE/FERA enrollment $1,000
The Program will provide added incentives for the installation of HPWH measures when (a) a customer certifies to Contractor they are located at a single-family home that was damaged by a Governor-proclaimed disaster occurring in or after February 2023, (b) Contractor passes this information on to 3CE and (c) 3CE thereafter notifies Contractor the customer is eligible for the added incentive. Contractor shall have no responsibility for determining eligibility for such added incentives and shall bear no costs or liabilities with respect to added incentives paid to customers subsequently determined to be ineligible.

Table 4: Equipment Replacement Disaster Kicker - HPHVAC Measure Qualifier
CCCE
Incentive
per Unit
Equipment Replacement
Disaster Kicker - HPHVAC
Damage to home resulting
from declared natural
disaster
$3,000
DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0 Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 390 of 478 ends

8/14/2023 6 Contract Number: EP-2023-019_
Heat Pump Water Heater (HPWH) Measures
The Program will provide incentives for single family homeowner customers converting from a gas or propane water heater to all-electric HPWH. In all cases, the Program will require applicants to provide evidence of the previous unit’s fuel type to obtain the incentive. For projects that leverage incentive funding from the California Public Utility Commission’s Self Generation Incentive Program (SGIP) under CPUC Decision 22-04-036, 3CE will provide a reduced incentive amount that can be combined with SGIP funds. Table 5: Heat Pump Water Heater Incentives
Previous WH Fuel Type HPWH Capacity
CCCE
Incentive per
Unit
CCCE
Incentive per
Unit for
Projects that
Leverage SGIP
funding
Natural Gas/Propane
< 55 Gallons $3,300 $1,500
> 55 Gallons $3,800 $1,500
The Program will provide added incentive for income qualified residential customers installing HPWH measures. The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.Table 6: Income Qualified Kicker - HPWH Measure Qualifier
CCCE
Incentive
per Unit
Income Qualified Kicker CARE/FERA enrollment $1,000
The Program will provide added incentives for the installation of HPWH measures when (a) a customer certifies to 3CE or Contractor a project is located at a single-family home that was damaged by a Governor-proclaimed disaster occurring in February 2023 or later and (b) Contractor passes this information onto 3CE and (c) 3CE thereafter notifies Contractor the customer is eligible for the added incentive. Contractor shall have no responsibility for determining eligibility for such added incentives and shall bear no costs or liabilities with respect to added incentives paid to customers subsequently determined to be ineligible.

Table 7: Equipment Replacement Disaster Kicker - HPWH
Measure Qualifier
CCCE
Incentive
per Unit
Equipment Replacement
Disaster Kicker - HPWH
Damage to home resulting
from declared natural
disaster
$1,000
DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0 Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 391 of 478 ends

8/14/2023 7 Contract Number: EP-2023-019_
Panel Replacement Measures
The Program will offer incentives for panel replacements or upgrades to single family homeowner customers that increase the effective panel capacity to support additional electrical load related to the installation of HPHVAC or HPWH measures. This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.

Table 8: Panel Upgrade and Replacement Incentives
Measure Category
CCCE
Incentive per
Unit
Panel upgrade $2,000
Multi-Family Incentives
Gas to Electric HPWH
The Program will provide incentives for multifamily building owner customers converting from a gas or propane water heater to all-electric HPWH.

Table 9: Multifamily Unit HPWH Incentives
Measure Market Rate
Incentives per Unit
Income
Qualified
Incentives per
Unit
Gas/propane to HPWH - unitary $2,100 $2,800
Upsizing kicker Gas/propane to
HPWH - unitary $1,050 $1,400
Non HPWH to HPWH - central $1,800 $2,400
Upsizing kicker non HPWH to
HPWH - central $900 $1,200
Panel/Electrical service
upgrade* $2,000 $2,800
Disaster Replacement Kicker** $1,000 $1,000
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
** The incentive is determined by a project located at a multi-family dwelling that was damaged by a Governor-proclaimed disaster occurring in February 2023 or later.

DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0 Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 392 of 478 ends

8/14/2023 8 Contract Number: EP-2023-019_
Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for multifamily building owner customers converting from a gas or propane HVAC to all-electric HPHVAC.

Table 10: Multifamily Unit HP HVAC Incentives
Measure Market Rate Incentives
per Unit
Income
Qualified
Incentives per
Unit
Split or Rooftop HP - individual apt. $3,000 $4,000
PTHP, SPVHP, unitary through the
wall - individual apt. $750 $1,000
PTHP, SPVHP, unitary through the
wall - individual apt. (Variable
capacity/inverter driven (previous
heat source = all except PTHPs)
$1,500 $2,000
HP HVAC - multiple apts. $1,500 $2,000
Split or Rooftop HP - common area $2,700 $3,600
PTHP, SPVHP, unitary through the
wall - common area
$450 $600
PTHP, SPVHP, unitary through the
wall - common area (Variable
capacity/inverter driven, previous
heat source = non HP systems)
$1,200 $1,600
Panel/Electrical service upgrade $2,000 $2,800
Disaster Replacement Kicker** $2,000 $2,000
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
** The incentive is determined by a project located at a multi-family dwelling that was damaged by a Governor-proclaimed disaster occurring in February 2023 or later.

TECH Clean California Data Sharing
CCCE acknowledges and agrees that over the course of CONTRACTOR carrying out its obligations under this agreement, customer program participation data may need to be disclosed to CONTRACTOR’S subcontractors and representatives carrying out their obligations under the TECH Clean California program. In its agreements with subcontractors and representatives, CONTRACTOR will require the same adherence to all confidentiality and data security measures described by this Agreement, including Section 10. Record and Confidentiality and Exhibit C: Procedures for Release of Covered Information.

CONTRACTOR is solely responsible for any breach or non-compliance of these terms by its TECH Clean California subcontractors or CONTRACTOR representatives in safeguarding confidential information in accordance with this Agreement.

DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0 Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 393 of 478 ends

DocuSign Envelope ID: F76999DD-B0E3-40C9-850B-AD41CA02CF33 Amendment No. 3 To Agreement Between Energy Solutions and 3CE 1 AMENDMENT NO. 3

TO SERVICES AGREEMENT BETWEEN ENERGY SOLUTIONS AND

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

RECITALS
WHEREAS, 3CE and CONTRACTOR entered into an Agreement on March 11, 2022, to provide services for the implementation of the Electrify Your Home Program (“Program”); and
WHEREAS, 3CE sought to support and enhance the TECH Clean California Initiative, a statewide program to accelerate electrification, by combining state incentive funds with the 3CE’s Program; and
WHEREAS, due to high demand, in May 2022, TECH Clean California Initiative funds became substantially reserved throughout CCCE’s service area, impacting the Program’s ability to provide CCCE customers with incentives at the desired levels to accelerate electrification; and
WHEREAS, 3CE and CONTRACTOR executed Amendment No. 1 to the Agreement on August 15, 2022 to extend the Agreement, with no change to the Not to Exceed Amount, and to modify the Scope of Work to reflect changes in the TECH Clean California Initiative; and
WHEREAS, 3CE and CONTRACTOR executed Amendment No. 2 to the Agreement on August 24, 2023 to extend the term of the Agreement to September 30, 2024, with no change to the Not to Exceed Amount, and to modify the Scope of Work to support victims of declared natural disasters and to more effectively leverage State Funds; and WHEREAS, in the Summer of 2023, the second release of TECH Clean California, combined with the Parties continued marketing and outreach efforts, and growing contractor participation led to rapid acceleration of Program applications, resulting in the substantial reservation of Program funds allowed under the contract; and WHEREAS, without changing the term of the Agreement, 3CE and CONTRACTOR seek to extend the Not to Exceed Amount of the Agreement by $1,500,000 for a total Not to Exceed Amount of $3,260,000 to further support building electrification and the DocuSign Envelope ID: 04EDE983-DB32-42B0-9231-2F12B0EDF8A9 DocuSign Envelope ID: 41EE1C8E-4470-4CA6-84F9-9E0D1871C8AC Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 394 of 478 ends

DocuSign Envelope ID: F76999DD-B0E3-40C9-850B-AD41CA02CF33 Amendment No. 3 To Agreement Between Energy Solutions and 3CE 2 Electrify Your Home Program throughout Fiscal Year 2023-24.

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

1. Amend Section 2.1 to read as follows:
3CE 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 3CE to CONTRACTOR under this Agreement shall not exceed the sum of $3,260,000.00.

2. Amend Table 1: Budget Breakdown in Exhibit B-1 to read as follows:

Expense Type Total
Incentive Reimbursement $2,963,636
Administration Costs $296,634
Fixed Price Start-Up Fee $50,000
Program Implementation Fee $246,364
Total Costs $3,260,000

3. The terms and conditions in this Amendment No. 3 shall control over any inconsistent terms and conditions in the original Agreement and Amendment No. 2.

4. A copy of this Amendment No. 3 shall be attached to the Original Agreement.

5. This Amendment No. 3 shall be effective when signed by both parties. [Signatures are on following page]
DocuSign Envelope ID: 04EDE983-DB32-42B0-9231-2F12B0EDF8A9 DocuSign Envelope ID: 41EE1C8E-4470-4CA6-84F9-9E0D1871C8AC Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 395 of 478 ends

DocuSign Envelope ID: F76999DD-B0E3-40C9-850B-AD41CA02CF33 IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.

Energy Solutions Central Coast Community Energy
BY: BY:

Title:_Chief Operating Officer
Date: 10/25/2023 |_2:40 PM PDT
Robert M. Shaw, CEO
Date:

Approved as to Form
BY:

Charles McKee, General Counsel
Date:

Approved as to Financial Terms
BY:

Dewayne Woods, Chief Financial Officer
Date:
10/25/2023 3 Contract Number: EP-2023-024
DocuSign Envelope ID: 04EDE983-DB32-42B0-9231-2F12B0EDF8A9 10/26/2023
10/30/2023
DocuSign Envelope ID: 41EE1C8E-4470-4CA6-84F9-9E0D1871C8AC 11/8/2023
Docusign Envelope ID: B749D8B8-BC25-4249-BE2D-986EAF6D6B7C Docusign Envelope ID: 85B9FFE7-EC1A-4EB2-A747-A4F9DFD05859 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 396 of 478 ends

DocuSign Envelope ID: F76999DD-B0E3-40C9-850B-AD41CA02CF33 Amendment No. 3 To Agreement Between Energy Solutions and 3CE 1 AMENDMENT NO. 3

TO SERVICES AGREEMENT BETWEEN ENERGY SOLUTIONS AND

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

RECITALS
WHEREAS, 3CE and CONTRACTOR entered into an Agreement on March 11, 2022, to provide services for the implementation of the Electrify Your Home Program (“Program”); and
WHEREAS, 3CE sought to support and enhance the TECH Clean California Initiative, a statewide program to accelerate electrification, by combining state incentive funds with the 3CE’s Program; and
WHEREAS, due to high demand, in May 2022, TECH Clean California Initiative funds became substantially reserved throughout CCCE’s service area, impacting the Program’s ability to provide CCCE customers with incentives at the desired levels to accelerate electrification; and
WHEREAS, 3CE and CONTRACTOR executed Amendment No. 1 to the Agreement on August 15, 2022 to extend the Agreement, with no change to the Not to Exceed Amount, and to modify the Scope of Work to reflect changes in the TECH Clean California Initiative; and
WHEREAS, 3CE and CONTRACTOR executed Amendment No. 2 to the Agreement on August 24, 2023 to extend the term of the Agreement to September 30, 2024, with no change to the Not to Exceed Amount, and to modify the Scope of Work to support victims of declared natural disasters and to more effectively leverage State Funds; and WHEREAS, in the Summer of 2023, the second release of TECH Clean California, combined with the Parties continued marketing and outreach efforts, and growing contractor participation led to rapid acceleration of Program applications, resulting in the substantial reservation of Program funds allowed under the contract; and WHEREAS, without changing the term of the Agreement, 3CE and CONTRACTOR seek to extend the Not to Exceed Amount of the Agreement by $1,500,000 for a total Not to Exceed Amount of $3,260,000 to further support building electrification and the DocuSign Envelope ID: 04EDE983-DB32-42B0-9231-2F12B0EDF8A9 DocuSign Envelope ID: 41EE1C8E-4470-4CA6-84F9-9E0D1871C8AC Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 397 of 478 ends

DocuSign Envelope ID: F76999DD-B0E3-40C9-850B-AD41CA02CF33 Amendment No. 3 To Agreement Between Energy Solutions and 3CE 2 Electrify Your Home Program throughout Fiscal Year 2023-24.

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

1. Amend Section 2.1 to read as follows:
3CE 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 3CE to CONTRACTOR under this Agreement shall not exceed the sum of $3,260,000.00.

2. Amend Table 1: Budget Breakdown in Exhibit B-1 to read as follows:

Expense Type Total
Incentive Reimbursement $2,963,636
Administration Costs $296,634
Fixed Price Start-Up Fee $50,000
Program Implementation Fee $246,364
Total Costs $3,260,000

3. The terms and conditions in this Amendment No. 3 shall control over any inconsistent terms and conditions in the original Agreement and Amendment No. 2.

4. A copy of this Amendment No. 3 shall be attached to the Original Agreement.

5. This Amendment No. 3 shall be effective when signed by both parties. [Signatures are on following page]
DocuSign Envelope ID: 04EDE983-DB32-42B0-9231-2F12B0EDF8A9 DocuSign Envelope ID: 41EE1C8E-4470-4CA6-84F9-9E0D1871C8AC Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 398 of 478 ends

DocuSign Envelope ID: F76999DD-B0E3-40C9-850B-AD41CA02CF33 IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.

Energy Solutions Central Coast Community Energy
BY: BY:

Title:_Chief Operating Officer
Date: 10/25/2023 |_2:40 PM PDT
Robert M. Shaw, CEO
Date:

Approved as to Form
BY:

Charles McKee, General Counsel
Date:

Approved as to Financial Terms
BY:

Dewayne Woods, Chief Financial Officer
Date:
10/25/2023 3 Contract Number: EP-2023-024
DocuSign Envelope ID: 04EDE983-DB32-42B0-9231-2F12B0EDF8A9 10/26/2023
10/30/2023
DocuSign Envelope ID: 41EE1C8E-4470-4CA6-84F9-9E0D1871C8AC 11/8/2023
Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 399 of 478 ends

Amendment No. 2 To Agreement Between Energy Solutions and 3CE 1 AMENDMENT NO. 2

TO SERVICES AGREEMENT BETWEEN ENERGY SOLUTIONS AND

CENTRAL COAST COMMUNITY ENERGY
This Amendment No.2 to the Services Agreement (“Agreement”) which was effective on March 11, 2022, is entered into by and between CENTRAL COAST COMMUNITY ENERGY (“3CE”) and Cohen Ventures, Inc. DBA Energy Solutions (hereinafter “CONTRACTOR”); (CCCE and CONTRACTOR are referred herein as “party,” or collectively, as the “Parties”), with respect to the following:

RECITALS
WHEREAS, 3CE and CONTRACTOR entered into an Agreement on March 11, 2022, to provide services for the implementation of a residential electrification program (“Program”); and
WHEREAS, 3CE sought to support and enhance the TECH Clean California Initiative, a statewide program to accelerate electrification, by combining CCCE incentive funds with state incentive funds; and
WHEREAS, 3CE and CONTRACTOR executed Amendment No. 1 to the Agreement on August 15, 2022; and
WHEREAS, without changing the Not to Exceed amount of the Agreement, 3CE and CONTRACTOR seek to extend the term of the Agreement to September 30, 2024; and WHEREAS, 3CE seeks to further support victims of declared natural disasters by providing enhanced incentives through the Electrify Your Home Program; and WHEREAS, 3CE seeks to leverage State funding available through the Self Generation Incentive Program to further support customers who choose to participate in Demand Response programs.

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

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

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

2. Replace Exhibit A-1 with Exhibit A-2, attached and incorporated herein.

3. Except as provided herein, all remaining terms, conditions and provisions of the EP-2023-019
DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 400 of 478 ends

Amendment No. 2 To Agreement Between Energy Solutions and 3CE 2 Agreement Amendment No. 1 are unchanged and unaffected by this Amendment No. 2 and shall continue in full force and effect.

4. The terms and conditions in this Amendment No. 2 shall control over any inconsistent terms and conditions in the original Agreement and Amendment No. 1.

5. A copy of this Amendment No. 2 shall be attached to the Original Agreement.

6. This Amendment No. 2 shall be effective when signed by both parties.

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

Cohen Ventures, Inc. DBA Energy Solutions
BY:_________________________________
Samuel Cohen, President
Date: ____________________________
Central Coast Community Energy
BY:___________________________________
Robert M. Shaw, Chief Executive Officer
Date: ____________________________
Approved as to Form
BY:___________________________________
Charles McKee, General Counsel
Date: ____________________________
Approved as to Financial Terms
BY:__________________________________
Dewayne Woods, Chief Financial Officer
Date: ____________________________
EP-2023-019
DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0 8/17/2023
8/24/2023
8/24/2023
8/24/2023
Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 401 of 478 ends

8/14/2023 3 Contract Number: EP-2023-019_
Exhibit A-2: Scope of Services
Task 1 - Program Administration
CONTRACTOR will collaborate with CCCE to develop, implement, and manage the CCCE Electrify Your Home Program (“The Program”) with activities including, but not limited to processing applications, paying incentives, reporting, and representing CCCE’s interests with third parties and participating contractors. CONTRACTOR will host monthly calls to review the status of goals, participant performance, and discuss potential issues and recommendations for improvement.

Activities:
• Meetings hosted once per month
Task 2 - Data Reports
Task 2a – Monthly Data Report
CONTRACTOR will provide reports to CCCE in a manner that enables confident decision-making and alleviates audit risk. To enable real-time reporting, CONTRACTOR’S software platform, Iris, is designed to provide secure integrated data collection, and reports may be downloaded from Iris at any time. The fields included in these reports are flexible and will be configured to suit CCCE’s preferences.

CONTRACTOR will prepare a monthly report with a summary of current participation and performance indicators that are determined by CONTRACTOR and approved by CCCE. These reports will be accessible either through the online application system, delivered via a secure file sharing website, or delivered based on agreed upon terms between CCCE and CONTRACTOR.

Deliverables:
• Monthly Report delivered once per month
Task 2b - Full Data Reports
All sales data collected from participants in claims, as well as all data documenting completed validation checks, eligible equipment specifications, and payments to participants, will be saved in Iris and will be available for use in all automated and manual QA/QC processes. CONTRACTOR will report on this data Program-to-date, which will include application-level fields such as equipment, installation, customer, and savings data.

Deliverables:
• Raw data provided ad hoc.

Task 3 - Contractor Outreach
CONTRACTOR will leverage trade ally outreach efforts to build and maintain a network of contractors, distributors, and manufacturers to support the Program and ensure contractors in CCCE territory are aware of the higher incentives sponsored by CCCE. CONTRACTOR will work with contractors to create DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 402 of 478 ends

8/14/2023 4 Contract Number: EP-2023-019_
installs in CCCE territory and provide support on how to submit applications through the Incentive Clearinghouse. Contractors previously enrolled in the TECH Clean California Initiative will automatically be enrolled in the CCCE program through an amendment to the TECH Trade Partner Participation Agreement.

Activities:
• Support for contractors in CCCE
Task 4 - Incentive Clearinghouse and Incentive Payments The Incentive Clearinghouse will be the central processing platform for all Program incentives, including potential future incentives that may be integrated from other parties (e.g., TECH or other State incentives). The Incentive Clearinghouse will have the functionality to layer incentives across multiple program administrators. The goals of the Incentive Clearinghouse are to 1) simplify the participant experience by standardizing application requirements and the application submittal process, and 2) create a more comprehensive project data set for public reporting purposes.

CONTRACTOR will configure the incentive clearinghouse with Single Family and Multi-Family Incentives.

CONTRACTOR will process applications, conduct QA/QC, and pay incentives for CCCE on the Incentive Clearinghouse. If potential future incentives from third parties become available for program integration, payments to contractors will combine both CCCE and additional incentives into a single check paid to participants to simplify the payment process.

Activities:
• Configuration of Incentive Clearinghouse with CCCE incentives. • Processing and Payment of CCCE Incentive applications.

Table 1: Estimated Percentage of Time Per Task
Task Estimated Percent of Time
Task 1 – Program Administration 30%
Task 2 – Monthly Data Reports 20%
Task 3 – Contractor Outreach 20%
Task 4 – Incentive Clearinghouse 30%
Program Incentives and Implementation
Incentive Plan
The tables below show incentive values for Heat Pump Heating, Ventilation, and Air Conditioning (HPHVAC) and Heat Pump Water Heater (HPWH) measures under the Program. In all cases, the incentive is limited by the project cost, which will be a required application field. The incentives will be available throughout CCCE service area and are subject to change based on CCCE’s discretion. The CCCE funded incentives will be paid by the CONTRACTOR and dispersed through the Contractor’s Incentive Clearinghouse to provide a seamless experience to market actors.

DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 403 of 478 ends

8/14/2023 5 Contract Number: EP-2023-019_
Single Family Incentives
Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for single family homeowner customers converting from a gas or propane HVAC to all-electric HPHVAC.

Table 2: Unitary/Split System Heat Pump HVAC Incentives Equipment
Type* Size Category Sub-Category Tier
Seasonal/Part-Load Cooling
Efficiency
HSPF
CCCE
Incentive
per Unit
Unitary Split
System and
mini/multi-split
< 5.4 tons Ducted
Baseline HP Replacement $2,500
1 16.0 SEER 9.5 $3,000
2 18.0 SEER 10.0 $3,500
*Incentives available for installations providing full-home heating/cooling. Load calculations showing the installed mini-/multi-split serves full home will be required as part of the application.

The Program will provide an added incentive to income qualified applicants installing a HVAC measure.

The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.

Table 3: Income Qualified Kicker - HPHVAC
Measure Qualifier
CCCE
Incentive
per Unit
Income Qualified Kicker CARE/FERA enrollment $1,000
The Program will provide added incentives for the installation of HPWH measures when (a) a customer certifies to Contractor they are located at a single-family home that was damaged by a Governor-proclaimed disaster occurring in or after February 2023, (b) Contractor passes this information on to 3CE and (c) 3CE thereafter notifies Contractor the customer is eligible for the added incentive. Contractor shall have no responsibility for determining eligibility for such added incentives and shall bear no costs or liabilities with respect to added incentives paid to customers subsequently determined to be ineligible.

Table 4: Equipment Replacement Disaster Kicker - HPHVAC Measure Qualifier
CCCE
Incentive
per Unit
Equipment Replacement
Disaster Kicker - HPHVAC
Damage to home resulting
from declared natural
disaster
$3,000
DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 404 of 478 ends

8/14/2023 6 Contract Number: EP-2023-019_
Heat Pump Water Heater (HPWH) Measures
The Program will provide incentives for single family homeowner customers converting from a gas or propane water heater to all-electric HPWH. In all cases, the Program will require applicants to provide evidence of the previous unit’s fuel type to obtain the incentive. For projects that leverage incentive funding from the California Public Utility Commission’s Self Generation Incentive Program (SGIP) under CPUC Decision 22-04-036, 3CE will provide a reduced incentive amount that can be combined with SGIP funds. Table 5: Heat Pump Water Heater Incentives
Previous WH Fuel Type HPWH Capacity
CCCE
Incentive per
Unit
CCCE
Incentive per
Unit for
Projects that
Leverage SGIP
funding
Natural Gas/Propane
< 55 Gallons $3,300 $1,500
> 55 Gallons $3,800 $1,500
The Program will provide added incentive for income qualified residential customers installing HPWH measures. The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.Table 6: Income Qualified Kicker - HPWH Measure Qualifier
CCCE
Incentive
per Unit
Income Qualified Kicker CARE/FERA enrollment $1,000
The Program will provide added incentives for the installation of HPWH measures when (a) a customer certifies to 3CE or Contractor a project is located at a single-family home that was damaged by a Governor-proclaimed disaster occurring in February 2023 or later and (b) Contractor passes this information onto 3CE and (c) 3CE thereafter notifies Contractor the customer is eligible for the added incentive. Contractor shall have no responsibility for determining eligibility for such added incentives and shall bear no costs or liabilities with respect to added incentives paid to customers subsequently determined to be ineligible.

Table 7: Equipment Replacement Disaster Kicker - HPWH
Measure Qualifier
CCCE
Incentive
per Unit
Equipment Replacement
Disaster Kicker - HPWH
Damage to home resulting
from declared natural
disaster
$1,000
DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 405 of 478 ends

8/14/2023 7 Contract Number: EP-2023-019_
Panel Replacement Measures
The Program will offer incentives for panel replacements or upgrades to single family homeowner customers that increase the effective panel capacity to support additional electrical load related to the installation of HPHVAC or HPWH measures. This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.

Table 8: Panel Upgrade and Replacement Incentives
Measure Category
CCCE
Incentive per
Unit
Panel upgrade $2,000
Multi-Family Incentives
Gas to Electric HPWH
The Program will provide incentives for multifamily building owner customers converting from a gas or propane water heater to all-electric HPWH.

Table 9: Multifamily Unit HPWH Incentives
Measure Market Rate
Incentives per Unit
Income
Qualified
Incentives per
Unit
Gas/propane to HPWH - unitary $2,100 $2,800
Upsizing kicker Gas/propane to
HPWH - unitary $1,050 $1,400
Non HPWH to HPWH - central $1,800 $2,400
Upsizing kicker non HPWH to
HPWH - central $900 $1,200
Panel/Electrical service
upgrade* $2,000 $2,800
Disaster Replacement Kicker** $1,000 $1,000
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
** The incentive is determined by a project located at a multi-family dwelling that was damaged by a Governor-proclaimed disaster occurring in February 2023 or later.

DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 406 of 478 ends

8/14/2023 8 Contract Number: EP-2023-019_
Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for multifamily building owner customers converting from a gas or propane HVAC to all-electric HPHVAC.

Table 10: Multifamily Unit HP HVAC Incentives
Measure Market Rate Incentives
per Unit
Income
Qualified
Incentives per
Unit
Split or Rooftop HP - individual apt. $3,000 $4,000
PTHP, SPVHP, unitary through the
wall - individual apt. $750 $1,000
PTHP, SPVHP, unitary through the
wall - individual apt. (Variable
capacity/inverter driven (previous
heat source = all except PTHPs)
$1,500 $2,000
HP HVAC - multiple apts. $1,500 $2,000
Split or Rooftop HP - common area $2,700 $3,600
PTHP, SPVHP, unitary through the
wall - common area
$450 $600
PTHP, SPVHP, unitary through the
wall - common area (Variable
capacity/inverter driven, previous
heat source = non HP systems)
$1,200 $1,600
Panel/Electrical service upgrade $2,000 $2,800
Disaster Replacement Kicker** $2,000 $2,000
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.
** The incentive is determined by a project located at a multi-family dwelling that was damaged by a Governor-proclaimed disaster occurring in February 2023 or later.

TECH Clean California Data Sharing
CCCE acknowledges and agrees that over the course of CONTRACTOR carrying out its obligations under this agreement, customer program participation data may need to be disclosed to CONTRACTOR’S subcontractors and representatives carrying out their obligations under the TECH Clean California program. In its agreements with subcontractors and representatives, CONTRACTOR will require the same adherence to all confidentiality and data security measures described by this Agreement, including Section 10. Record and Confidentiality and Exhibit C: Procedures for Release of Covered Information.

CONTRACTOR is solely responsible for any breach or non-compliance of these terms by its TECH Clean California subcontractors or CONTRACTOR representatives in safeguarding confidential information in accordance with this Agreement.

DocuSign Envelope ID: 5FDA430E-4DEC-4E66-9B7E-79B06528BBA0 Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 407 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 1 AMENDMENT NO. 1

TO SERVICES AGREEMENT BETWEEN ENERGY SOLUTIONS AND

CENTRAL COAST COMMUNITY ENERGY
This Amendment No.1 to the Services Agreement (“Agreement”) which was effective on March 11, 2022, is entered into by and between CENTRAL COAST COMMUNITY ENERGY (“CCCE”) and Cohen Ventures, Inc. DBA Energy Solutions (hereinafter “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 the Agreement on March 11, 2022, to provide goods and/or services generally described as services to implement a Residential Electrification Program (“Program”) for CCCE customers; and WHEREAS, CCCE sought to support and enhance the TECH Clean California Initiative, a statewide program to accelerate electrification, by combining CCCE incentive funds with state incentive funds; and
WHEREAS, due to high demand, in May 2022, TECH Clean California Initiative funds became either fully reserved or substantially reserved throughout CCCE’s service area, impacting the Program’s ability to provide CCCE customers with incentives at the desired levels to accelerate electrification; and
WHEREAS, CCCE seeks to extend the term of the Agreement to September 30, 2023; and
WHEREAS, without changing the Not to Exceed amount of the Agreement, CCCE seeks to supplement incentive funds that were offered under the TECH Clean California Initiative to allow building electrification incentives to remain unchanged for CCCE customers.

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

The Agreement is hereby amended on the terms and conditions as set forth in the Agreement, except as specifically set forth below.

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

EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 408 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 2 The term of this Agreement is from the date of execution until September 30th, 2023, unless sooner terminated pursuant to the terms of this Agreement.

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

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

4. Except as provided herein, all remaining terms, conditions and provisions of the Agreement are unchanged and unaffected by this Amendment No. 1 and shall continue in full force and effect.

5. A copy of this Amendment No. 1 shall be attached to the Original Agreement.

6. This Amendment No. 1 shall be effective when signed by both parties.

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

Cohen Ventures, Inc. Central Coast Community Energy
BY:

Title: Associate Director
BY:

Tom Habashi, CEO
Date: 8/2/2022 | 8:19 AM PDT Date:

Approved as to Form
BY:

Brian Kimball, General Counsel
Date:

Approved as to Financial Terms
BY:

Jaya Bajpai, Chief Financial Officer
Date:

EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B 8/15/2022
8/15/2022
8/15/2022
Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 409 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 8/1/2022 3 Contract Number:

Exhibit A-1: Scope of Services
Task 1 - Program Administration
CONTRACTOR will collaborate with CCCE to develop, implement, and manage the CCCE Electrify Your Home Program (“The Program”) with activities including, but not limited to processing applications, paying incentives, reporting, and representing CCCE’s interests with third parties and participating contractors. CONTRACTOR will host monthly calls to review the status of goals, participant performance, and discuss potential issues and recommendations for improvement.

Activities:
• Meetings hosted once per month
Task 2 - Data Reports
Task 2a – Monthly Data Report
CONTRACTOR will provide reports to CCCE in a manner that enables confident decision-making and alleviates audit risk. To enable real-time reporting, CONTRACTOR’S software platform, Iris, is designed to provide secure integrated data collection, and reports may be downloaded from Iris at any time. The fields included in these reports are flexible and will be configured to suit CCCE’s preferences.

CONTRACTOR will prepare a monthly report with a summary of current participation and performance indicators that are determined by CONTRACTOR and approved by CCCE. These reports will be accessible either through the online application system, delivered via a secure file sharing website, or delivered based on agreed upon terms between CCCE and CONTRACTOR.

Deliverables:
• Monthly Report delivered once per month
Task 2b - Full Data Reports
All sales data collected from participants in claims, as well as all data documenting completed validation checks, eligible equipment specifications, and payments to participants, will be saved in Iris and will be available for use in all automated and manual QA/QC processes. CONTRACTOR will report on this data Program-to-date, which will include application-level fields such as equipment, installation, customer, and savings data.

Deliverables:
• Raw data provided ad hoc.

Task 3 - Contractor Outreach
CONTRACTOR will leverage trade ally outreach efforts to build and maintain a network of contractors, distributors, and manufacturers to support the Program and ensure contractors in CCCE territory are aware of the higher incentives sponsored by CCCE. CONTRACTOR will work with contractors to create EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 410 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 8/1/2022 4 Contract Number:
installs in CCCE territory and provide support on how to submit applications through the Incentive Clearinghouse. Contractors previously enrolled in the TECH Clean California Initiative will automatically be enrolled in the CCCE program through an amendment to the TECH Trade Partner Participation Agreement.

Activities:
• Support for contractors in CCCE
Task 4 - Incentive Clearinghouse and Incentive Payments The Incentive Clearinghouse will be the central processing platform for all Program incentives, including potential future incentives that may be integrated from other parties (e.g., TECH or other State incentives). The Incentive Clearinghouse will have the functionality to layer incentives across multiple program administrators. The goals of the Incentive Clearinghouse are to 1) simplify the participant experience by standardizing application requirements and the application submittal process, and 2) create a more comprehensive project data set for public reporting purposes.

CONTRACTOR will configure the incentive clearinghouse with Single Family and Multi-Family Incentives.

CONTRACTOR will process applications, conduct QA/QC, and pay incentives for CCCE on the Incentive Clearinghouse. If potential future incentives from third parties become available for program integration, payments to contractors will combine both CCCE and additional incentives into a single check paid to participants to simplify the payment process.

Activities:
• Configuration of Incentive Clearinghouse with CCCE incentives. • Processing and Payment of CCCE Incentive applications.

Table 1: Estimated Percentage of Time Per Task
Task Estimated Percent of Time
Task 1 – Program Administration 30%
Task 2 – Monthly Data Reports 20%
Task 3 – Contractor Outreach 20%
Task 4 – Incentive Clearinghouse 30%
Program Incentives and Implementation
Incentive Plan
The tables below show incentive values for Heat Pump Heating, Ventilation, and Air Conditioning (HPHVAC) and Heat Pump Water Heater (HPWH) measures under the Program. In all cases, the incentive is limited by the project cost, which will be a required application field. The incentives will be available throughout CCCE service area and are subject to change based on CCCE’s discretion. The CCCE funded incentives will be paid by the CONTRACTOR and dispersed through the Contractor’s Incentive Clearinghouse to provide a seamless experience to market actors.

EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 411 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 8/1/2022 5 Contract Number:

Single Family Incentives
Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for single family homeowner customers converting from a gas or propane HVAC to all-electric HPHVAC.

Table 2: Unitary/Split System Heat Pump HVAC Incentives Equipment
Type* Size Category Sub-Category Tier
Seasonal/Part-Load Cooling
Efficiency
HSPF
CCCE
Incentive
per Unit
Unitary Split Baseline HP Replacement $2,500
System and
mini/multi- < 5.4 tons Ducted 1 16.0 SEER 9.5 $3,000
split 2 18.0 SEER 10.0 $3,500
*Incentives available for installations providing full-home heating/cooling. Load calculations showing the installed mini-/multi-split serves full home will be required as part of the application.

The Program will provide an added incentive to income qualified applicants installing a HVAC measure.

The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.

Table 3: Income Qualified Kicker - HPHVAC
Measure Qualifier
CCCE
Incentive
per Unit
Low-Income Kicker CARE/FERA enrollment $1,000
Heat Pump Water Heater (HPWH) Measures
The Program will provide incentives for single family homeowner customers converting from a gas or propane water heater to all-electric HPWH. In all cases, the Program will require applicants to provide evidence of the previous unit’s fuel type to obtain the incentive.

Table 4: Heat Pump Water Heater Incentives
Previous WH Fuel
Type HPWH Capacity
CCCE
Incentive
per Unit
Natural Gas/Propane < 55 Gallons $3,300
> 55 Gallons $3,800
The Program will provide an added incentive to income qualified applicants installing HPWH measure.

The incentive is determined by active enrollment in the CARE or FERA programs. The incentive is a flat rate of $1,000/unit.

EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 412 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 8/1/2022 6 Contract Number:

Table 5: Income Qualified Kicker - HPWH
Measure Qualifier
CCCE
Incentive
per Unit
Low-Income Kicker CARE/FERA enrollment $1,000
Panel Replacement Measures
The Program will offer incentives for panel replacements or upgrades to single family homeowner customers that increase the effective panel capacity to support additional electrical load related to the installation of HPHVAC or HPWH measures. This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.

Table 6: Panel Upgrade and Replacement Incentives
Measure Category
CCCE
Incentive per
Unit
Panel upgrade $2,000
Multi-Family Incentives
Gas to Electric HPWH
The Program will provide incentives for multifamily building owner customers converting from a gas or propane water heater to all-electric HPWH.

Table 7: Multifamily Unit HPWH Incentives
Measure Market Rate
Incentives per Unit
Low Income
Incentives per
Unit
Gas/propane to HPWH - unitary $2,100 $2,800
upsizing kicker Gas/propane to
HPWH - unitary $1,050 $1,400
non HPWH to HPWH - central $1,800 $2,400
upsizing kicker non HPWH to
HPWH - central $900 $1,200
Panel/Electricalservice
upgrade* $2,000 $2,800
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.

EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 413 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 8/1/2022 7 Contract Number:

Heat Pump Heating Ventilation and Air Conditioning (HVAC) Measures The Program will provide incentives for multifamily building owner customers converting from a gas or propane HVAC to all-electric HPHVAC.

Table 8: Multifamily Unit HP HVAC Incentives
Measure Market Rate Incentives
per Unit
Low Income
Incentives per
Unit
Split or Rooftop HP - individual apt. $3,000 $4,000
PTHP, SPVHP, unitary through the
wall - individual apt. $750 $1,000
PTHP, SPVHP, unitary through the
wall - individual apt. (Variable
capacity/inverter driven (previous
heat source = all except PTHPs)
$1,500 $2,000
HP HVAC - multiple apts. $1,500 $2,000
Split or Rooftop HP - common area $2,700 $3,600
PTHP, SPVHP, unitary through the
wall - common area $450 $600
PTHP, SPVHP, unitary through the
wall - common area (Variable
capacity/inverter driven, previous
heat source = non HP systems)
$1,200 $1,600
Panel/Electricalservice upgrade $2,000 $2,800
*This includes materials and labor related to the panel replacement or upgrade and may include smart load center upgrades. Panel upgrade/replacement must be done in combination with a heat pump installation.

TECH Clean California Data Sharing
CCCE acknowledges and agrees that over the course of CONTRACTOR carrying out its obligations under this agreement, customer program participation data may need to be disclosed to CONTRACTOR’S subcontractors and representatives carrying out their obligations under the TECH Clean California program. In its agreements with subcontractors and representatives, CONTRACTOR will require the same adherence to all confidentiality and data security measures described by this Agreement, including Section 10. Record and Confidentiality and Exhibit C: Procedures for Release of Covered Information. CONTRACTOR is solely responsible for any breach or non-compliance of these terms by its TECH Clean California subcontractors or CONTRACTOR representatives in safeguarding confidential information in accordance with this Agreement.

EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 414 of 478 ends

DocuSign Envelope ID: 8EE70542-67A7-4684-A8D2-D5F1608CC7F6 8/1/2022 8 Contract Number:

Exhibit B-1: Payment Terms
Incentive Reimbursement
CONTRACTOR will pay incentives and be reimbursed by CCCE to simplify payment process.

CONTRACTOR will provide invoices with details of incentive payments as well as fixed price and performance payments in a format required by CCCE. Invoices will be submitted to CCCE by the 15th of each month.

Budget
CONTRACTOR will be compensated with an administration budget based on a fixed price (Fixed Price Start-Up Fee) and performance basis (Performance Payment). The Fixed Price Start-Up Fee and Performance Payment covers all the services in the Scope of Work. The Fixed Price Start-Up Fee covers costs associated with Program start-up, including 1) contractor outreach and enrollment across CCCE’s service area; 2) coordination with additional TECH Clean California Initiative activities, including but not limited to contractor outreach, contractor training, vendor engagement, data analysis, data reporting, marketing, and pilot activities; and 3) configuration of the Incentive Clearinghouse. The Program Implementation Fee covers ongoing services described in the Scope of Work. The Fixed Price Start-Up Fee shall be $50,000 and the Program Implementation Fee shall be 7% of all incentives paid out over $500,000. Associated with Program start-up, the Fixed Price Start-Up Fee will be invoiced upon receiving the Program’s first claim through the Incentive Clearinghouse and demonstration of completed activities 1 – 3 above, deemed satisfactory by CCCE. Tables 1 and 2 below provide a breakdown of the budget and budget thresholds for each building type.

Table 1: Budget Breakdown
Expense Type Total
Incentive Reimbursement $1,600,000
Administration Costs $160,000
Fixed Price Start-Up Fee $50,000
Program Implementation Fee $110,000
Total Costs $1,760,000
Table 2. Budget per Category
Category Minimum Budget Maximum Budget Per Project
Single Family (SF) $600,000 $100,000*
Multi-Family (MF) $400,000 $100,000
Low-Income (SF or MF) $200,000 $200,000
*Includes large group single family projects such as a military base.

These budgets per category are intended to promote geographic equity and diversity across the Program’s projects. Incentive caps per category may be changed at CCCE's discretion and documented in email.

EP-2022-013
DocuSign Envelope ID: A7C3C8D0-7DAF-423A-95E2-3A470663F71B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 415 of 478 ends

3/9/2022 1 Contract Number: ______________

CENTRAL COAST COMMUNITY ENERGY

STANDARD SERVICES AGREEMENT
This Agreement is made by and between CENTRAL COAST COMMUNITY ENERGY (“3CE”) and Cohen Ventures, Inc. DBA Energy Solutions (hereinafter “CONTRACTOR”), a California corporation with its principal place of business located at 449 15th Street, Suite 400, Oakland, CA . 3CE and CONTRACTOR may be individually referred to herein as “Party” or collectively as “Parties.” In consideration of the mutual covenants and conditions set forth in this Agreement, the Parties agree as follows:

1. GENERAL DESCRIPTION

1.1. 3CE hereby engages CONTRACTOR to perform, and CONTRACTOR hereby agrees to perform, the services described in Exhibits A in conformity with the terms of this Agreement. The goods and/or services are generally described as services to implement a Residential Electrification Program for CCCE customers.

2. PAYMENT PROVISIONS

2.1. 3CE 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 3CE to CONTRACTOR under this Agreement shall not exceed the sum of $1,760,000.00.

3. TERM OF AGREEMENT

3.1. The term of this Agreement is from the date of execution until September 30th, 2022, unless sooner terminated pursuant to the terms of this Agreement. This Agreement is of no force or effect until signed by both the CONTRACTOR and 3CE, with 3CE’s execution to be last in time.

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

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

4. SCOPE OF SERVICES AND ADDITIONAL PROVISIONS

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

4.1.1.Exhibit A: Scope of Services

4.1.2.Exhibit B: Payment Terms

4.1.3.Exhibit C: Procedures for Unauthorized Release of Covered Information DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 416 of 478 ends

3/9/2022 2 Contract Number: ______________

5. PERFORMANCE STANDARDS

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

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

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

6. PAYMENT CONDITIONS

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

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

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

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

7. TERMINATION

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

7.2. Either Party may provide notice to the breaching Party of the non-breaching Party’s intent to cancel and terminate this Agreement for Good Cause (defined below). Termination shall occur DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 417 of 478 ends

3/9/2022 3 Contract Number: ______________
if the Parties fail to agree on a plan for the breaching Party to cure within fifteen (15) days of the breaching Party’s receipt of such notice. “Good Cause” includes the failure of CONTRACTOR to perform the required services at the time and in the manner provided under this Agreement, or failure for 3CE to render payment for completed services following CONTRACTOR’s written demand for payment, in accordance with Exhibit B – Payment Conditions. If either Party terminates this Agreement for Good Cause, 3CE may be relieved of payment for work not performed and 3CE may proceed with the work in any manner, which 3CE deems proper.

8. INDEMNIFICATION

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

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

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

9. INSURANCE REQUIREMENTS

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

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

9.2.1.1. Commercial General Liability Insurance, including but not limited to premises and operations, including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability, Broad form Property Damage, Independent Contractors, Products and Completed Operations, and cross-liability with a combined single limit for Bodily Injury and Property Damage of not less than $1,000,000 per occurrence, and $2,000,000 in the aggregate.

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 418 of 478 ends

3/9/2022 4 Contract Number: ______________

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

10. RECORD AND CONFIDENTIALITY

10.1. “Confidential Information” is defined as certain confidential, secret and proprietary information, disclosed either orally or in writing or in printed, graphic or electronically recorded materials, records, data, specifications, formulas, technology, inventions, devices, products, methods, know-how, processes, financial data, specific client data and requirements, client and potential client lists, information concerning each Parties employees, agents or divisions, pricing information, and other trade secrets which have been or will be developed and owned by either of the Parties or their respective client(s).

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 419 of 478 ends

3/9/2022 5 Contract Number: ______________

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. The Parties and their respective 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. A Party receiving Confidential Information (the “Receiving Party”) shall not disclose any confidential records or other Confidential Information received from the other Party (the “Disclosing Party”) or prepared in connection with the performance of this Agreement, unless the Disclosing Party specifically permits the Receiving Party to disclose such records or information. The Receiving Party shall promptly transmit to 3CE any and all requests for disclosure of any such confidential records or Confidential Information. The Receiving Party shall not use any Confidential Information gained by the Receiving Party in the performance of this Agreement except for the sole purpose of carrying out the Receiving Party’s obligations under this Agreement.

10.3. Upon expiration or termination of this Agreement, the Receiving Party shall return to the Disclosing Party any Disclosing Party records which the Receiving Party used or received from the Disclosing Party to perform services under this Agreement.

10.4. 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.

10.5. 3CE shall have the right to examine, monitor and audit all records, documents, conditions, and activities of the CONTRACTOR and its subcontractors related to services provided under this Agreement. Pursuant to Government Code section 8546.7, if this Agreement involves the expenditure of public funds in excess of $10,000, the parties to this Agreement may be subject, at the request of 3CE or as part of any audit of 3CE, to the examination and audit of the State Auditor pertaining to matters connected with the performance of this Agreement for a period of three years after final payment under the Agreement.

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 420 of 478 ends

3/9/2022 6 Contract Number: ______________

10.6. CONTRACTOR shall not publish any and all original computer programs, writings, sound recordings, pictorial reproductions, drawings, and other works of similar nature without the prior written approval of 3CE.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 “Iris Platform” is defined as the Iris online software and associated data, owned and maintained by CONTRACTOR and provided as a part of the services to 3CE under this Agreement, that functions as an incentive processing and program reporting platform for 3CE’s customers and other third parties.

11.2 Intellectual Property Rights to the Iris Platform. All right, title, and interest in and to the Iris Platform (including without limitation all intellectual property rights therein) and all modifications, improvements, extensions, customizations, scripts or other definitive works of the Iris Platform provided or developed by the CONTRACTOR, whether prior to or during the Term of this Agreement, are and shall remain at all times solely vested in the CONTRACTOR. The Iris Platform was developed in its entirety by CONTRACTOR prior to the term of this Agreement, is the sole and exclusive property of CONTRACTOR, and CONTRACTOR retains all intellectual property rights thereto, including but not limited to copyrights (including all registrations and applications therefor), trade secrets, service marks, trademarks, trade names, trade dress, trademark applications and registrations, internet domain names, and all other proprietary and intellectual property rights, including moral rights.

Use of the Iris Platform by 3CE, its customers or any third party as part of the services shall not convey any rights of ownership to the Iris Platform, express or implied, including any intellectual property rights thereto, to any such party. During the term of this Agreement, CONTRACTOR grants to 3CE a non-exclusive, non-assignable, royalty-free, worldwide limited right to access and use the Iris Platform in connection with the services. Except as expressly provided herein, Company agrees not to assign, sublicense, transfer, copy, reproduce, distribute, republish, display, post or transmit in any form or by any means, any part of the Iris Platform to any third party. 3CE agrees not to access the Iris Platform by any means other than through the interfaces that are provided by CONTRACTOR.

Notwithstanding any conflicting terms of this Agreement, the Iris Platform and any and all works, expressions, inventions, ideas, discoveries, improvements and developments made to the Iris Platform by any person during the term of this Agreement, are explicitly excluded as "work for hire" pursuant to this Agreement.

Any data provided by 3CE to CONTRACTOR on the Iris Platform remains the property of 3CE and, upon request, shall be exported and/or deleted from the Iris Platform.

11.3 Iris Platform Terms of Use. All users of the Iris Platform shall be required to comply with the Iris Platform's standard Terms of Use, including 3CE employees who accesses the Iris Platform in connection DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 421 of 478 ends

3/9/2022 7 Contract Number: ______________
with the services; provided, however, that if any Terms of Use applicable to 3CE employees conflict with any provisions of this Agreement, with respect to 3CE's use of the Iris Platform in connection with the services, the provision of this Agreement shall control.

12. NON-DISCRIMINATION

12.1. During the performance of this Agreement, CONTRACTOR, and its subcontractors, shall not unlawfully discriminate against any person because of race, religious creed, color, sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age (over 40), or sexual orientation, either in CONTRACTOR’s employment practices or in the furnishing of services to recipients. CONTRACTOR shall ensure that the evaluation and treatment of its employees and applicants for employment and all persons receiving and requesting services are free of such discrimination. CONTRACTOR and any subcontractor shall, in the performance of this Agreement, fully comply with all federal, state, and local laws and regulations which prohibit discrimination. The provision of services primarily or exclusively to such target population as may be designated in this Agreement shall not be deemed to be prohibited discrimination.

13. INDEPENDENT CONTRACTOR

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

14. NOTICES

14.1. Notices required under this Agreement shall be delivered personally, by email, or by first-class, postage pre-paid mail to 3CE and CONTRACTOR’S contract administrators at the addresses listed below. In the case of email, Notices are considered received upon the date of confirmation of receipt or read receipt:

Central Coast Community Energy CONTRACTOR
Chief Financial Officer Contract Services
70 Garden Court, Suite 300 449 15th Street, Suite 400
Monterey, Ca 93940 Oakland, CA 94612
Email: [email protected] Email: [email protected] DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 422 of 478 ends

3/9/2022 8 Contract Number: ______________

15. MISCELLANEOUS PROVISIONS

15.1. 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.

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

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

15.4. 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.

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

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

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

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

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

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

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

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

Page 423 of 478 ends
← All documents from this meeting