Central Coast Community Energy (3CE) Operations Board
May 14, 2025

Operations Board of Directors
May 14, 2025
10:30 A.M.

Central Coast Community Energy
70 Garden Court, Suite 300
Monterey, CA 93940

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

County of Santa Cruz
701 Ocean Street,
701 Community Room
Santa Cruz, CA 95060
City of Watsonville
City Manager’s Office
275 Main Street, Suite 400
Watsonville, CA 95076
City of Morro Bay
City Hall
595 Harbor Street
Morro Bay, CA 93442
City of San Luis Obispo
City Hall
990 Palm Street, Council Chambers
San Luis Obispo, CA 93401
City of Santa Maria
City Hall
110 East Cook Street, Council Chambers
Santa Maria, CA 93454
County of Santa Barbara
County Administration Building
105 East Anapamu Street,
First Floor, Suite 108
Santa Barbara, CA 93101
Public may participate through ZOOM. For ZOOM participation please join by computer audio at:
https://us02web.zoom.us/j/83507087702
Or join by phone:
+1 669 900 6833 or +1 669 219 2599
Enter this Webinar ID Number: 835 0708 7702 when prompted. Please note there is no Participant Code, you will press # again after the recording prompts you.

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

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

Speakers are limited to 3 minutes each.

In addition, members of the public may request and receive copies without undue delay of any documents that are distributed to the Board, unless there is a specific exemption under the Public Records Act that prevents the disclosure of the record. (Cal. Gov’t Code Section 54957.5) In compliance with Government Code Section 54957.5, non-exempt writings that are distributed to a majority or all of the Board in advance of a meeting and that relate to an agenda item will be made available at 3CE’s offices located at 70 Garden Court, Suite 300, Monterey, CA 93940 during normal business hours and are also available on the 3CE website located at: https://pub-3ce.escribemeetings.com/ REASONABLE ACCOMMODATIONS: In compliance with the Americans with Disabilities Act, any individuals who desire to request a reasonable accommodation or modification to observe or participate in the meeting may make such a request by sending an email to: [email protected] Copies of documents may be made in alternative formats, upon request. Requests for accommodations should be made no later than two (2) business days prior to the meeting to allow time for 3CE to address the request.

DISCLOSURE OF CAMPAIGN CONTRIBUTIONS: Pursuant to Government Code section 84308, members of the Board are disqualified and not able to participate in any agenda item involving contracts (other than competitively bid, labor, or personal employment contracts), franchises, discretionary land use permits and other entitlements if the Board member received more than $250 in campaign contributions from the applicant or contractor, an agent of the applicant or contractor, or any financially interested participant who actively supports or opposes the decision on the agenda item since January 1, 2023. Members of the Board who have received, and applicants, contractors or their agents who have made, campaign contributions totaling more than $250 to a Board member during the proceeding or for 12 months after a final decision is rendered in that proceeding, are required to disclose that fact for the official record of the subject proceeding. Disclosures must include the amount of the campaign contribution and identify the recipient Board member and may be made either in writing to the Clerk of the Board prior to the subject hearing or by verbal disclosure at the time of the hearing.

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

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

CONSENT CALENDAR

1. Approve the minutes from the April 9, 2025, meeting of the Operations Board

2. Authorize the CEO to a) amend the Amended and Restated Renewable Power Purchase and Sale Agreement with SunZia Wind PowerCo LLC, to adjust nameplate capacity of the capacity, with no change to the total not-to-exceed amount
and b) execute up to two future administrative amendments, subject to approval by the General Counsel, that do not change the total not-to-exceed amount

3. Approve and authorize the CEO to execute Task Order 2 with The Energy Authority (TEA) for $35,000 for the Preparation of the Integrated Resource Plan (IRP) Load Forecast in Compliance with California Public Utilities Commission's (CPUC) IRP Program

4. Update on 3CE's Energy Programs

5. Regulatory Update

6. Financial report for the period of October 1, 2024 through February 28, 2025

REGULAR AGENDA

7. CEO Report
a. Future Leaders Internship Program
b. CalCCA Annual Conference
c. Regulatory Update - Reliable Clean Power Procurement Program d. Legislative Update

8. Presentation on FY 2023-24 Energy Programs Portfolio Evaluation Draft Report

9. Presentation on the FY 2024-25 Mid-Year Budget Forecast Board member reports and comments
Adjourment
Operations Board of Directors
April 9, 2025
10:30 A.M.

Central Coast Community Energy
70 Garden Court, Suite 300
Monterey, CA 93940
County of Santa Cruz
701 Ocean Street,
701 Community Room
Santa Cruz, CA 95060
City of Watsonville
City Manager’s Office
275 Main Street, Suite 400
Watsonville, CA 95076
City of Paso Robles
Allegretto Vineyard Hotel
2700 Buena Vista Dr
Paso Robles, CA 93446
City of Morro Bay
City Hall
595 Harbor Street
Morro Bay, CA 93442
City of Santa Maria
City Hall
110 East Cook Street, Council Chambers
Santa Maria, CA 93454
County of Santa Barbara
County Administration Building
105 East Anapamu Street,
BOS Conference Room, Fourth Floor
Santa Barbara, CA 93101

MINUTES
The meeting was called to order at 10:30 am with 11 members attending from 7 locations and a quorum established.

Directors Present: Headquarters: Chiulos, Hunter (arrived at 10:40am), Mendez (arrived at 10:40am), Norgaard Santa Cruz: LaGoe, Palacios
Watsonville: Vides
Paso Robles: Vice Chair Lewis
Morro Bay: Kimball
Santa Maria: Rowlands, Wolfe
Santa Barbara: Miyasato, Ramirez
Directors Absent: Downing, Mirrione, Pontes, Ring, Uslar, Chair Huffaker The Chair called for corrections or additions to the agenda.

The Clerk announced that there was a correction on item 3, the correct government code is 935.

The Chair called for public comment on the Consent Calendar and items not listed on the agenda.

No public comment received.

The Chair closed the public comment period.

CONSENT CALENDAR
MOTION: Moved by Director Chiulos, Seconded by Director Wolfe to approve the Consent Calendar.

ACTION: The Motion Carried with a roll call vote: 11/0/8 AYES: Chiulos, Kimball, LaGoe, Miyasato, Norgaard, Palacios, Ramirez, Rowlands, Vides, Wolfe, Vice Chair Lewis NOES: None
ABSENT: Downing, Hunter, Mendez, Mirrione, Pontes, Ring, Uslar, Chair Huffaker

1. Approved the minutes from the February 21, 2025 special meeting of the Operations Board with the correction to the minutes title to reflect the special meeting.

2. Approved and authorize the CEO to execute Amendment No. 2 to TRC Engineers, Inc. amended and restated standard services agreement to renew and amend the termination date, for a revised term of August 11, 2022 through September 30, 2027, to add additional services for code updates and outreach to engage new member agencies, and to increase the Agreement's amount by an additional $385,000 for a total not-to-exceed amount of $706,935

3. Adopted Resolution No. OB-2025-02 Establishing a Claims Procedure Pursuant to Government Code Section 935, consistent with Policy Board approval of Resolution No. PB-2025-01

4. Adopted a Revised 3CE Purchasing and Procurement Policy - Financial Policy (FP 8)

5. Adopted a Revised 3CE Travel Policy – Financial Policy (FP 9)

6. Ratified CalCCA annual membership dues payments for 3CE’s Fiscal Year 2024-2025 and authorize the CEO to pay CalCCA dues in an amount not to exceed $540,000 annually, through October 1, 2025

7. Financial report for the period October 1, 2024 through January 31, 2025

8. Investment Performance Report for the period of October 1, 2024 through December 31, 2024

9. FY 2023-2024 Audited Financials Report

10. Update on 3CE's Energy Programs

11. Regulatory Update

REGULAR AGENDA

13. CEO Report
a. Community Advisory Council Report
b. EV Charger Asset Pilot Update
c. Request for Proposals Issued for Clean, Renewable, and Reliable Projects The Chair opened the public comment period.

No public comment received.

The Chair closed the public comment period.

ACTION: Discussion Item; No Action Required

PRESENTATION

12. PCIA Presentation
The Chair opened the public comment period.

No public comment received.

The Chair closed the public comment period.

ACTION: Discussion Item; No Action Required

REGULAR AGENDA

14. Authorized the CEO to execute Amendment No. 6 to the Cohen Ventures, Inc. DBA Energy Solutions amended and restated standard services agreement to revise the scope of work allowing 3CE to distribute incentive checks directly, and to reduce the Agreement’s amount by $735,000 to a total not-to-exceed amount of $4,080,000 The Chair opened the public comment period.

No public comment received.

The Chair closed the public comment period.

MOTION: Moved by Director Palacios, Seconded by Director Vides to approve.

ACTION: The Motion Carried with a roll call vote: 11/2/6 AYES: Chiulos, Kimball, LaGoe, Mendez, Miyasato, Palacios, Ramirez, Rowlands, Vides, Wolfe, Vice Chair Lewis NOES: Hunter, Norgaard
ABSENT: Downing, Mirrione, Pontes, Ring, Uslar, Chair Huffaker

15. Authorized the CEO to execute Amendment No. 2 and ratify Amendment No. 1 to the agreement with Calpine Energy Solutions to provide data management and call center services The Chair opened the public comment period.

No public comment received.

The Chair closed the public comment period.

MOTION: Moved by Director LaGoe, Seconded by Director Miyasato to approve.

ACTION: The Motion Carried with a roll call vote: 12/0/7 AYES: Hunter, Kimball, LaGoe, Norgaard, Mendez, Miyasato, Palacios, Ramirez, Rowlands, Vides, Wolfe, Vice Chair Lewis
NOES: None
ABSENT: Chiulos (left at 11:30am), Downing, Mirrione, Pontes, Ring, Uslar, Chair Huffaker Adjourned at 11:53am

Staff Report Item 2
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Leonardo Kim, Director of Power Supply
SUBJECT: Authorize the CEO to a) amend the Amended and Restated Renewable Power Purchase and Sale Agreement with SunZia Wind PowerCo LLC, to adjust nameplate capacity of the facility, with no change to the total not-to-exceed amount; and b) execute up to two future administrative amendments, subject to approval by the General Counsel, that do not change the total not-to-exceed amount
DATE: May 14, 2025
RECOMMENDATION:

This recommends the Operations Board authorize the CEO to a) amend the Amended and Renewable Power Purchase Sale Agreement with SunZia Wind PowerCo LLC, to adjust nameplate capacity of the facility, with no change to the total not-to-exceed amount; and b) execute up to two future administrative amendments, subject to approval by the General Counsel, that do not change the total not-to-exceed amount.

BACKGROUND:

At its November 2023 meeting, the Operations Board approved a Power Purchase Agreement (PPA) with SunZia Wind PowerCo LLC in an amount not to exceed $715,000,000 out-of-state renewable energy and associated attributes from a 3,515 MW project located cross several counties in New Mexico. 3CE is contracted to receive 205 MW from the SunZia wind project beginning in September 2026.

The original November 2023 approval anticipated the SunZia project would require certain administrative changes as the project team responded to entitlement, transmission, and financing needs. Pursuant to that understanding, the original approval also delegated to the CEO authority to execute ancillary documents, including potential replacement PPA(s) to facilitate financing

In November 2024, the CEO executed the Amended and Restated PPA (A&R PPA) in response to a change in the California Independent System Operator (CAISO) treatment of the project and to meet the requirements of the project’s financing partners. The executed A&R PPA was necessary convert (effective in 2030) the SunZia Wind project, located in New Mexico, into a renewable resource under the purview of CAISO, so that it could be viewed in the same way as an in-state resource (as opposed to a “dynamically scheduled” resource) when it comes to delivery of its energy, renewable energy certificates, and resource adequacy benefits to 3CE. Previously, it was considered a dynamically scheduled import resource which would require Maximum Import Capability (MIC) rights to maintain the resource adequacy value.

The A&R PPA did not change the Commercial Online Date of the project, or 3CE’s not-to-exceed obligations.

DISCUSSION/ANALYSIS:

The Operations Board’s approval of the recommended First Amendment to the A&R PPA enables the project developer to implement CAISO guidance to facilitate greater assurance of MIC rights, which enables off-takers to realize their contracted resource adequacy benefits prior to the 2030 “in-state” treatment of the project. Additionally, the Operations Board’s approval helps the developer meet financing requirements for the project and reduce development risk.

As the SunZia Wind project will not be absorbed into the CAISO footprint until early 2030 and become viewed as an in-state resource, and deliveries under this PPA will begin in September 2026, SunZia Wind will be viewed as an out-of-state resource importing into California during this interim period.

Therefore, it becomes necessary to secure MIC rights for 3CE to realize the resource adequacy benefits during this interim period.

The developer represents that CAISO guidance to facilitate the necessary MIC rights was to increase the total project size from 3,515 MW to 3,651 MW, a 136 MW increase to the overall project size. SunZia accomplishes the increase in the overall project through a capacity uprate option that the developer must exercise by October 31, 2025. The capacity uprate would allow the developer to utilize wind turbines at a nameplate capacity of 3.8 MW each, instead of the nameplate capacity of 3.6 MW.

The proposed First Amendment does not impact 3CE’s contracted offtake of 205MW. We anticipate any changes in the turbine size will have an indistinguishable impact on the project load deliveries and that 3CE will receive the same expected energy deliveries as reflected in the A&R PPA.

This proposed Amendment will not change material terms of the existing PPA, but will provide several benefits to 3CE, namely: it will help 3CE to secure the project resource adequacy benefits during this

interim period and assists the developer of the project with securing financing for the construction of the project.

Furthermore, staff anticipates that the project will encounter other entitlement and regulatory directives which may require non-substantive administrative amendments. To reduce potential impacts to the project development timeline, staff recommends the Operations Board delegate authority for the CEO to execute up to two additional non-substantive administrative amendments, subject to the approval of the General Counsel. Any amendment executed under such delegated authority will be reported to the Operations Board at its next regularly scheduled meeting.

FISCAL IMPACT:

There is no fiscal impact to this proposed First Amendment.

CONCLUSION:
3CE recommends approval of this First Amendment to improve conditions for securing all the benefits of the A&R PPA and assisting the developer with its financing efforts.

ATTACHMENT(S):

1. November 2024 Amended and Restated PPA (Redacted)

2. Proposed First Amendment to the Amended and Restated PPA

- 2 -
Performance Security: .

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

1.1 CONTRACT DEFINITIONS.................................................................................................................................... 1

1.2 RULES OF INTERPRETATION. .............................................................................................................................20 ARTICLE 2 TERM; CONDITIONS PRECEDENT .......................................................................................................21

2.1 CONTRACT TERM. ..........................................................................................................................................21

2.2 FACILITY OWNERSHIP .....................................................................................................................................21

2.3 OBLIGATIONS PRIOR TO DELIVERY TERM ............................................................................................................21

2.4 PROGRESS REPORTS .......................................................................................................................................22

2.5 REMEDIAL ACTION PLAN................................................................................................................................. 23

2.6 RESERVED ....................................................................................................................................................23

2.7 PROJECT BIFURCATION OR TRANSITION..............................................................................................................23 ARTICLE 3 PURCHASE AND SALE ........................................................................................................................26

3.1 SALE OF PRODUCT .........................................................................................................................................26

3.2 SALE OF GREEN ATTRIBUTES ............................................................................................................................26

3.3 COMPENSATION. ...........................................................................................................................................26

3.4 IMBALANCE ENERGY.......................................................................................................................................27

3.5 OWNERSHIP OF RENEWABLE ENERGY INCENTIVES ................................................................................................27

3.6 FUTURE ENVIRONMENTAL ATTRIBUTES. .............................................................................................................27

3.7 TEST ENERGY................................................................................................................................................28

3.8 CAPACITY ATTRIBUTES. ...................................................................................................................................28

3.9 CEC CERTIFICATION AND VERIFICATION .............................................................................................................29

3.10 CPUC NON-MODIFIABLE STANDARD TERMS AND CONDITIONS. .............................................................................29

3.11 CALIFORNIA RENEWABLES PORTFOLIO STANDARD................................................................................................30

3.12 COMPLIANCE EXPENDITURE CAP.......................................................................................................................30 ARTICLE 4 OBLIGATIONS AND DELIVERIES..........................................................................................................31

4.1 DELIVERY. ....................................................................................................................................................31

4.2 TITLE AND RISK OF LOSS. ................................................................................................................................. 32

4.3 SCHEDULING COORDINATOR RESPONSIBILITIES. ...................................................................................................32

4.4 FORECASTING ...............................................................................................................................................33

4.5 DISPATCH DOWN/CURTAILMENT. .....................................................................................................................34

4.6 REDUCTION IN DELIVERY OBLIGATION ...............................................................................................................35

4.7 GUARANTEED ENERGY PRODUCTION.................................................................................................................36

4.8 WREGIS.....................................................................................................................................................37 ARTICLE 5 TAXES ...............................................................................................................................................38

5.1 ALLOCATION OF TAXES AND CHARGES ...............................................................................................................38

5.2 COOPERATION ..............................................................................................................................................38 ARTICLE 6 MAINTENANCE OF THE FACILITY .......................................................................................................39

6.1 MAINTENANCE OF THE FACILITY .......................................................................................................................39

6.2 MAINTENANCE OF HEALTH AND SAFETY.............................................................................................................39

6.3 SHARED FACILITIES.........................................................................................................................................39 ARTICLE 7 METERING ........................................................................................................................................39

7.1 METERING ...................................................................................................................................................39

7.2 METER VERIFICATION.....................................................................................................................................40

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ARTICLE 8 INVOICING AND PAYMENT; CREDIT...................................................................................................40

8.1 INVOICING....................................................................................................................................................40

8.2 PAYMENT.....................................................................................................................................................41

8.3 BOOKS AND RECORDS.....................................................................................................................................41

8.4 PAYMENT ADJUSTMENTS; BILLING ERRORS.........................................................................................................41

8.5 BILLING DISPUTES..........................................................................................................................................41

8.6 NETTING OF PAYMENTS ..................................................................................................................................42

8.7 SELLER’S DEVELOPMENT SECURITY....................................................................................................................42

8.8 SELLER’S PERFORMANCE SECURITY....................................................................................................................42

8.9 FINANCIAL STATEMENTS. ................................................................................................................................43

8.10 BUYER’S FIRST PRIORITY SECURITY INTEREST IN CASH OR CASH EQUIVALENT COLLATERAL ...........................................43 ARTICLE 9 NOTICES............................................................................................................................................44

9.1 ADDRESSES FOR THE DELIVERY OF NOTICES.........................................................................................................44

9.2 ACCEPTABLE MEANS OF DELIVERING NOTICE ......................................................................................................44 ARTICLE 10 FORCE MAJEURE .............................................................................................................................44

10.1 DEFINITION. .................................................................................................................................................44

10.2 NO LIABILITY IF A FORCE MAJEURE EVENT OCCURS..............................................................................................45

10.3 NOTICE........................................................................................................................................................46

10.4 TERMINATION FOLLOWING FORCE MAJEURE EVENT.............................................................................................46 ARTICLE 11 DEFAULTS; REMEDIES; TERMINATION .............................................................................................46

11.1 EVENTS OF DEFAULT ......................................................................................................................................46

11.2 REMEDIES; DECLARATION OF EARLY TERMINATION DATE ......................................................................................49

11.3 TERMINATION PAYMENT................................................................................................................................. 50

11.4 NOTICE OF PAYMENT OF TERMINATION PAYMENT ...............................................................................................50

11.5 DISPUTES WITH RESPECT TO TERMINATION PAYMENT ..........................................................................................50

11.6 RIGHTS AND REMEDIES ARE CUMULATIVE..........................................................................................................50

11.7 MITIGATION.................................................................................................................................................51 ARTICLE 12 LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES ...........................................................51

12.1 NO CONSEQUENTIAL DAMAGES .......................................................................................................................51

12.2 WAIVER AND EXCLUSION OF OTHER DAMAGES ...................................................................................................51 ARTICLE 13 REPRESENTATIONS AND WARRANTIES; AUTHORITY ........................................................................52

13.1 SELLER’S REPRESENTATIONS AND WARRANTIES ...................................................................................................52

13.2 BUYER’S REPRESENTATIONS AND WARRANTIES. ..................................................................................................53

13.3 GENERAL COVENANTS ....................................................................................................................................54

13.4 PREVAILING WAGE ........................................................................................................................................54 ARTICLE 14 ASSIGNMENT ..................................................................................................................................55

14.1 GENERAL PROHIBITION ON ASSIGNMENTS ..........................................................................................................55

14.2 COLLATERAL ASSIGNMENT...............................................................................................................................55

14.3 PERMITTED ASSIGNMENT................................................................................................................................56

14.4 LIMITED ASSIGNMENT BY BUYER ......................................................................................................................56 ARTICLE 15 GOVERNING LAW; DISPUTE RESOLUTION........................................................................................57

15.1 GOVERNING LAW ..........................................................................................................................................57

15.2 VENUE ........................................................................................................................................................57

15.3 DISPUTE RESOLUTION.....................................................................................................................................57

15.4 ATTORNEYS’ FEES ..........................................................................................................................................57

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ARTICLE 16 INDEMNIFICATION..........................................................................................................................57

16.1 INDEMNIFICATION. ........................................................................................................................................57

16.2 CLAIMS........................................................................................................................................................58 ARTICLE 17 INSURANCE.....................................................................................................................................58

17.1 INSURANCE. .................................................................................................................................................58 ARTICLE 18 CONFIDENTIAL INFORMATION ........................................................................................................59

18.1 DEFINITION OF CONFIDENTIAL INFORMATION......................................................................................................59

18.2 DUTY TO MAINTAIN CONFIDENTIALITY...............................................................................................................59

18.3 IRREPARABLE INJURY; REMEDIES.......................................................................................................................60

18.4 PERMITTED DISCLOSURES................................................................................................................................60

18.5 PRESS RELEASES ............................................................................................................................................60 ARTICLE 19 MISCELLANEOUS.............................................................................................................................60

19.1 ENTIRE AGREEMENT; INTEGRATION; EXHIBITS .....................................................................................................60

19.2 AMENDMENTS ..............................................................................................................................................61

19.3 NO WAIVER .................................................................................................................................................61

19.4 NO AGENCY, PARTNERSHIP, JOINT VENTURE OR LEASE .........................................................................................61

19.5 SEVERABILITY................................................................................................................................................61

19.6 MOBILE-SIERRA ............................................................................................................................................61

19.7 COUNTERPARTS.............................................................................................................................................61

19.8 ELECTRONIC DELIVERY ....................................................................................................................................61

19.9 BINDING EFFECT............................................................................................................................................62

19.10 NO RECOURSE TO MEMBERS OF BUYER .............................................................................................................62

19.11 CHANGE IN ELECTRIC MARKET DESIGN. .............................................................................................................62

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Exhibits
Exhibit A Facility Description
Exhibit B Facility Construction and Commercial Operation Exhibit C Progress Reporting Form
Exhibit D Form of Average Forecast of Energy (MWh)
Exhibit E Energy Replacement Damages Calculation
Exhibit F Form of Commercial Operation Date Certificate Exhibit G Form of Installed Capacity Certificate
Exhibit H Form of Construction Start Date Certificate
Exhibit I Form of Letter of Credit
Exhibit J Form of Guaranty
Exhibit K Notices
Exhibit L Operating Restrictions
Exhibit M Form of Seller Commercial Operation Date Certificate Exhibit N Form of Limited Assignment Agreement

AMENDED AND RESTATED RENEWABLE POWER PURCHASE AND SALE

AGREEMENT
This Amended and Restated Renewable Power Purchase and Sale Agreement (“Agreement”) is entered into as of November 22, 2024 (the “Execution Date”), between Buyer and Seller. Buyer and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties.”

RECITALS
WHEREAS, Buyer and Seller entered into that certain Renewable Power Purchase Agreement dated as of November 9, 2023 (“Original Agreement”); WHEREAS, Seller intends that the Facility and the portion of the Transmission System providing transmission service to the Delivery Point will become part of the CAISO Balancing Authority Area through the CAISO Subscriber Participating Transmission Owner (“SPTO”) process, requiring certain changes to the Original Agreement; WHEREAS, Buyer and Seller now desire to amend and restate the Original Agreement, which amendment and restatement shall be effective as of the Effective Date, to accommodate these changes, and to make certain additional changes thereto; WHEREAS, Seller intends to develop, design, construct, own, and operate the Facility; and
WHEREAS, Seller desires to sell, and Buyer desires to purchase, on the terms and conditions set forth in this Agreement, the Product;
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties agree that the Original Agreement, together with the Cover Sheet, exhibits and all other attachments referenced therein, is hereby amended and restated as of the Effective Date as follows:

ARTICLE 1

DEFINITIONS

1.1 Contract Definitions. The following terms, when used herein with initial capitalization, shall have the meanings set forth below:
“AC” means alternating current.
“Accepted Compliance Costs” has the meaning set forth in Section 3.12. “Adjusted Energy Production” has the meaning set forth in Exhibit E. “Affiliate” means, with respect to any Person, each Person that directly or indirectly controls, is controlled by, or is under common control with such designated Person. For purposes

2 of this definition and the definition of “Permitted Transferee”, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean (a) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (b) the right to direct the policies or operations of such Person. “Agreement” has the meaning set forth in the Preamble and includes any Exhibits, schedules and any written supplements hereto, the Cover Sheet, and any designated collateral, credit support or similar arrangement between the Parties. “Alternative Delivery Point” means a Scheduling Point, as defined in the CAISO Tariff, other than the Delivery Point, that is agreed upon by Buyer and Seller. “Approved Meter” means a CAISO-approved revenue quality meter or meters, together with a CAISO-approved data processing gateway or remote intelligence gateway, telemetering equipment and data acquisition services sufficient for monitoring, recording and reporting, in real time, all Energy produced by the Facility net of Electrical Losses and Station Use. “Available Capacity” means the capacity from Buyer’s Share of the Facility, expressed in whole MWs, that is available to generate Energy.
“Balancing Authority” has the meaning set forth in the CAISO Tariff. “Bankrupt” means with respect to any entity, such entity that (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law, (b) has any such petition filed or commenced against it which remains unstayed or undismissed for a period of ninety (90) days, (c) makes an assignment or any general arrangement for the benefit of creditors, (d) otherwise becomes bankrupt or insolvent (however evidenced), (e) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (f) is generally unable to pay its debts as they fall due. “Business Day” means any day except a Saturday, Sunday, the Friday after the U.S.

Thanksgiving holiday, or a Federal Reserve Bank holiday in California. A Business Day begins at 8:00 a.m. and ends at 5:00 p.m. local time for the Party sending a Notice, or payment, or performing a specified action.
“Buyer” has the meaning set forth on the Cover Sheet.
“Buyer’s Share” means the percentage that is equal to the quotient of the Guaranteed Capacity divided by the Installed Capacity (or, prior to the Commercial Operation Date, the total nameplate capacity of the Facility in operation at the time), not to exceed one hundred percent (100%), as such percentage may change from time to time with changes to the Installed Capacity, if applicable.
“Buyer’s WREGIS Account” has the meaning set forth in Section 4.8(a).

4 at least fifty percent (50%) of the equity or other ownership interest in Seller, or (b) the right to direct the policies or operations of Seller.
“COD Delay Damages Payment” has the meaning set forth in Exhibit B. “Collateral Assignment Agreement” has the meaning set forth in Section 14.2. “Commercial Operation” has the meaning set forth in Exhibit B. “Commercial Operation Date” has the meaning set forth in Exhibit B. “Compliance Actions” has the meaning set forth in Section 3.12. “Compliance Expenditure Cap” has the meaning set forth in Section 3.12. “Confidential Information” has the meaning set forth in Section 18.1. “Construction Start” has the meaning set forth in Exhibit B. “Construction Start Date” has the meaning set forth in Exhibit B. “Contract Price” has the meaning set forth on the Cover Sheet. “Contract Revenues” has the meaning set forth in Section 4.5(b). “Contract Term” has the meaning set forth in Section 2.1(a). “Contract Year” means a period of twelve (12) consecutive months. The first Contract Year shall commence on the Commercial Operation Date and each subsequent Contract Year shall commence on the anniversary of the Commercial Operation Date. “Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third-party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace the Agreement; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with terminating the Agreement. “Cover Sheet” means the cover sheet to this Agreement, which is incorporated into this Agreement.
“COVID-19” means the pandemic disease designated COVID-19 and the related virus designated SARS-CoV-2 and any mutations thereof, or the efforts of a Governmental Authority to combat or mitigate such disease.
“CPUC” means the California Public Utilities Commission, or successor entity. “CPUC Decisions” means CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-04-040, 06-06-064, 06-07-031, 07-06-029, 08-06-031, 09-06-028, 10-06-036, 11-06-022, 12-06-025, 13- 06-024, 14-06-050, 19-02-022, 20-06-002, 20-06-031, and any other existing or subsequent

9 markets, settlement prices for comparable transactions at liquid trading hubs (e.g., SP-15), all of which should be calculated for the remaining Contract Term, and includes the value of Green Attributes and Capacity Attributes.
“Governmental Authority” means any federal, state, provincial, local or municipal government, any political subdivision thereof or any other governmental, congressional or parliamentary, regulatory, or judicial instrumentality, authority, body, agency, department, bureau, or entity with authority to bind a Party at law, including CAISO and WREGIS; provided, however, that “Governmental Authority,” as such term is used in this Agreement in connection with Seller’s obligations to comply with Law or bear Taxes, shall not include Buyer to the extent that Buyer’s acts or omissions would impose incremental burdens on Seller or Seller’s performance under this Agreement or limit or deprive Seller of any of Seller’s rights or benefits under this Agreement. “Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the Delivered Energy. Green Attributes include but are not limited to Renewable Energy Credits, as well as: (1) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere; (3) the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Facility, (ii) investment or production tax credits associated with the construction or operation of the Facility and other financial incentives associated therewith, (iii) fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Facility for compliance with local, state, or federal operating and/or air quality permits. If the Facility is a biomass or landfill gas facility and Seller receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributed to its fuel usage, it shall provide Buyer with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Facility.
“Green Tag” means a certificate or other instrument recognized by a Governmental Authority, with one Green Tag representing the Green Attributes associated with one (1) MWh of Energy generated by the Facility.
“Green Tag Reporting Rights” means the right of a purchaser of renewable energy to report ownership of accumulated Green Tags in compliance with and to the extent permitted by applicable Law and include, without limitation, rights under Section 1605(b) of the Energy Policy Act of 1992, and any present or future federal, state or local certification program or emissions trading program, including pursuant to the WREGIS Operating Rules. “Guaranteed Capacity” has the meaning set forth on the Cover Sheet.

11 “Installed Capacity” means the nameplate capacity of the Facility at the Interconnection Point, as set forth in an Installed Capacity Certificate, as it may be updated by delivery of a subsequent Installed Capacity Certificate pursuant to Section 2(a) of Exhibit B. “Installed Capacity Certificate” means a certificate from a Licensed Professional Engineer substantially in the form attached as Exhibit G hereto, which certifies the Installed Capacity.
“Inter-SC Trade” has the meaning set forth in the CAISO Tariff. “Interconnection Agreement” means the interconnection agreement entered into by Seller pursuant to which the Facility will be interconnected with the PTO’s Transmission System, and pursuant to which any Interconnection Facilities will be constructed, operated and maintained during the Contract Term.
“Interconnection Facilities” means the interconnection facilities, control and protective devices and metering facilities required to connect the Facility with the PTO’s Transmission System in order to meet the terms and conditions of this Agreement. “Interconnection Point” means the SunZia East Converter Station. “Interest Rate” has the meaning set forth in Section 8.2. “Investment Grade Credit Rating” means a Credit Rating of not less than “Joint Powers Act” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.).
“Joint Powers Agreement” means that certain Joint Powers Agreement dated February 21, 2017 as amended from time to time, under which Buyer is organized as a joint powers authority in accordance with the Joint Powers Act.
“Law” means any applicable law, statute, rule, regulation, decision, writ, order, decree or judgment, permit or any interpretation thereof, promulgated or issued by a Governmental Authority.
“Lender” means, collectively, any Person (i) providing senior or subordinated construction, interim, back leverage or long-term debt, equity or tax equity financing or refinancing for or in connection with the development, construction, purchase, installation or operation of the Facility, whether that financing or refinancing takes the form of private debt, equity, public debt or any other form (including financing or refinancing provided to a member or other direct or indirect owner of Seller), including any equity or tax equity investor directly or indirectly providing financing or refinancing for the Facility or purchasing equity ownership interests of Seller and/or its Affiliates, and any trustee or agent acting on their behalf, (ii) providing Interest Rate or commodity protection under an agreement hedging or otherwise mitigating the cost of any of the foregoing obligations, and/or (iii) participating in a lease financing (including a sale leaseback or leveraged leasing structure) with respect to the Facility.

17 “Replacement Product” means (a) Replacement Energy and (b) Replacement Green Attributes provided in accordance with Section 4.7.
“Resource Adequacy Benefits” means the rights and privileges attached to Buyer’s Share of the Capacity Attributes available from the Facility that satisfy any entity’s resource adequacy obligations, as those obligations are set forth in the CPUC Decisions and any subsequent CPUC ruling or decision and shall include any local, zonal or otherwise locational attributes associated with the Facility.
“Resource Data Template” has the meaning set forth in the CAISO Tariff. “S&P” means the Standard & Poor’s Financial Services, LLC (a subsidiary of The McGraw-Hill Companies, Inc.) or its successor.
“Schedule” means the actions of Seller, Buyer and/or their designated representatives, or Scheduling Coordinators, including each Party’s Transmission Providers, if applicable, of notifying, requesting and confirming to each other and the CAISO the quantity and type of Product to be delivered in any given hour on any given day or days at a specified Delivery Point. “Scheduled Energy” means the Energy from Buyer’s Share of the Facility that clears under the applicable CAISO market based on the final Schedule developed in accordance with this Agreement, the operating procedures developed by the Parties pursuant to this Agreement, and the applicable CAISO Tariff, protocols and Scheduling practices. “Scheduling Coordinator” or “SC” means an entity certified by the CAISO as qualifying as a Scheduling Coordinator pursuant to the CAISO Tariff for the purposes of undertaking the functions specified in “Responsibilities of a Scheduling Coordinator,” of the CAISO Tariff, as amended from time to time.
“Self-Schedule” has the meaning set forth in the CAISO Tariff. “Seller” has the meaning set forth on the Cover Sheet.
“Seller’s WREGIS Account” has the meaning set forth in Section 4.8(a). “Settlement Amount” means the Non-Defaulting Party’s Costs and Losses, on the one hand, netted against its Gains, on the other. If the Non-Defaulting Party’s Costs and Losses exceed its Gains, then the Settlement Amount shall be an amount owing to the Non-Defaulting Party. If the Non-Defaulting Party’s Gains exceed its Costs and Losses, then the Settlement Amount shall be zero dollars ($0). The Settlement Amount does not include consequential, incidental, punitive, exemplary or indirect or business interruption damages. “Settlement Interval” has the meaning set forth in the CAISO Tariff. “Settlement Period” has the meaning set forth in the CAISO Tariff, which as of the Effective Date is the period beginning at the start of the hour and ending at the end of the hour. “Shared Facilities Agreement” has the meaning set forth in Section 6.3.

18 “Showing Month” has the meaning set forth in the CAISO Tariff. “Site” means the real property on which the Facility is or will be located, as further described in Exhibit A, and as shall be updated by Seller at the time Seller provides an executed Construction Start Date Certificate, in the form of Exhibit H, to Buyer. “Site Control” means that, for the Contract Term, Seller (or, prior to the Delivery Term, its Affiliate): (a) owns or has the option to purchase the Site; (b) is the lessee or has the option to lease the Site; or (c) is the holder of an easement or an option for an easement, right-of-way grant, or similar instrument with respect to the Site.
“SPTO” has the meaning set forth in the Recitals hereto. “Station Use” means:
(a) The Energy produced by the Facility that is used within the Facility to power the lights, motors, control systems and other electrical loads that are necessary for operation of the Facility; and
(b) The Energy produced by the Facility that is consumed within the Facility’s electric energy distribution system as losses.
“SunZia Transmission Line” means that certain 3,000-MW high-voltage (+/-525-kV) transmission line originating at the Point of Interconnection in New Mexico and terminating near Phoenix, Arizona. The western terminus of the line will connect to the 500-kV Pinal Central Substation.
“SunZia Wind North” means that portion of the Facility identified as SunZia Wind North in Exhibit A.
“SunZia Wind South” means that portion of the Facility identified as SunZia Wind South in Exhibit A.
“Supply Plan” has the meaning set forth in the CAISO Tariff. “System Emergency” means any condition that: (a) requires, as determined and declared by CAISO, the PTO or a Transmission Provider, automatic or immediate action to (i) prevent or limit harm to or loss of life or property, (ii) prevent loss of transmission facilities or generation supply in the immediate vicinity of the Facility, or (iii) to preserve Transmission System reliability, and (b) directly affects the ability of any Party to perform under any term or condition in this Agreement, in whole or in part.
“Tax” or “Taxes” means all U.S. federal, state and local and any foreign taxes, levies, assessments, surcharges, duties and other fees and charges of any nature imposed by a Governmental Authority, whether currently in effect or adopted during the Contract Term, including ad valorem, excise, franchise, gross receipts, import/export, license, property, sales and use, stamp, transfer, payroll, unemployment, income, and any and all items of withholding, deficiency, penalty, additions, interest or assessment related thereto.

20 1.2 Rules of Interpretation.

In this Agreement, except as expressly stated otherwise or unless the context otherwise requires:
(a) headings and the rendering of text in bold and italics are for convenience and reference purposes only and do not affect the meaning or interpretation of this Agreement; (b) words importing the singular include the plural and vice versa and the masculine, feminine and neuter genders include all genders; (c) the words “hereof”, “herein”, and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) a reference to an Article, Section, paragraph, clause, Party, or Exhibit is a reference to that Section, paragraph, clause of, or that Party or Exhibit to, this Agreement unless otherwise specified;
(e) a reference to a document or agreement, including this Agreement shall mean such document, agreement or this Agreement including any amendment or supplement to, or replacement, novation or modification of this Agreement, but disregarding any amendment, supplement, replacement, novation or modification made in breach of such document, agreement or this Agreement;
(f) a reference to a Person includes that Person’s successors and permitted assigns;
(g) the term “including” means “including without limitation” and any list of examples following such term shall in no way restrict or limit the generality of the word or provision in respect of which such examples are provided; (h) references to any statute, code or statutory provision are to be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or reenacted, and include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires; (i) in the event of a conflict, a mathematical formula or other precise description of a concept or a term shall prevail over words providing a more general description of a concept or a term;
(j) references to any amount of money shall mean a reference to the amount in United States Dollars;
(k) the expression “and/or” when used as a conjunction shall connote “any or all of”;
(l) words, phrases or expressions not otherwise defined herein that (i) have a generally accepted meaning in Prudent Operating Practice shall have such meaning in this

21 Agreement or (ii) do not have well known and generally accepted meaning in Prudent Operating Practice but that have well known and generally accepted technical or trade meanings, shall have such recognized meanings; and
(m) each Party acknowledges that it was represented by counsel in connection with this Agreement and that it or its counsel reviewed this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

ARTICLE 2
TERM; CONDITIONS PRECEDENT

2.1 Contract Term.
(a) Conditions Precedent to Contract Term. This Agreement shall become effective on the date on which the Point of Interconnection becomes part of the CAISO Balancing Authority Area (as defined in the CAISO Tariff) (such date, the “Effective Date”), as confirmed to Seller or an Affiliate of Seller by the CAISO in writing, and shall remain in full force and effect until the conclusion of the Delivery Term, subject to any early termination provisions and any contract term extension provisions set forth herein (“Contract Term”). Seller shall promptly provide Notice to Buyer of the Effective Date. Prior to the Effective Date, the Original Agreement shall remain in full force and effect, unmodified by this Agreement. (b) Continuing Provisions. Applicable provisions of this Agreement shall continue in effect after termination, including early termination, to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination.

The confidentiality obligations of the Parties under Article 18 shall remain in full force and effect for following the termination of this Agreement, all indemnity and audit rights shall remain in full force and effect for one (1) year following, and Buyer’s obligation to return to Seller the Development Security and/or Performance Security less any amounts drawn in accordance with this Agreement shall remain in full force and effect following the termination of this Agreement.

2.2 Facility Ownership. Buyer acknowledges that, as of the Commercial Operation Date, the Facility will be owned by one or more of Seller’s Affiliates (each an “Owner”) that will be, in turn, owned by Seller, and the Facility will not be owned directly by Seller. As of the Commercial Operation Date, Seller will have, and throughout the Delivery Term Seller shall maintain, such agreements with Seller’s Affiliates and other instruments as are necessary for Seller to perform its obligations under this Agreement. References to Seller in this Agreement will include, as the context requires, Owners (including in respect of Seller performing the obligation or causing Owners to perform the obligation). Seller will maintain its ownership of the Owners throughout the Delivery Term and will not sell or transfer Owners without Buyer’s consent, which consent shall not be withheld or delayed unreasonably.

2.3 Obligations Prior to Delivery Term. Prior to commencement of the Delivery Term, Seller shall complete each of the following conditions:

22 (a) Seller shall have delivered to Buyer certificates from a Licensed Professional Engineer substantially in the form of Exhibit F and Exhibit G; (b) A Participating Generator Agreement (as defined in the CAISO Tariff) between Seller and CAISO and a Meter Service Agreement for CAISO Metered Entities (as defined in the CAISO Tariff) between CAISO and Seller, if, with respect to each such agreement, it is required under the CAISO Tariff or for Seller to meet its obligations under this Agreement, shall have been executed and delivered and be in full force and effect, and a copy of each such agreement delivered to Buyer;
(c) An Interconnection Agreement between Seller and the PTO shall have been executed and delivered and be in full force and effect and a copy of the Interconnection Agreement delivered to Buyer;
(d) All applicable regulatory authorizations, approvals and permits for the operation of the Facility have been obtained (or if not obtained, applied for and reasonably expected to be received within ninety (90) days) and all conditions thereof have been satisfied and shall be in full force and effect;
(e) Seller has received the requisite pre-certification of the CEC Certification and Verification (and reasonably expects to receive final CEC Certification and Verification for the Facility in no more than one hundred eighty (180) days from the Commercial Operation Date); (f) Seller (with the reasonable participation of Buyer) shall have completed all applicable WREGIS registration requirements pursuant to the WREGIS Operating Rules (that are reasonably capable of being completed prior to the Commercial Operation Date under the WREGIS Operating Rules), including the completion and submittal of all applicable registration forms and supporting documentation, which may include applicable interconnection agreements, informational surveys related to the Facility, QRE service agreements, and other appropriate documentation required to effect Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the Facility within the WREGIS system; (g) Seller has delivered the Performance Security to Buyer in accordance with Section 8.8;
(h) Seller has paid Buyer for all Delay Damages due and owing under this Agreement, if any; and
(i) Seller has delivered to Buyer a certificate from an authorized representative of Seller in the form of Exhibit M.

Upon request from Seller from time to time, Buyer shall confirm in writing the completion of those of the foregoing conditions that have been completed by Seller as of such request.

2.4 Progress Reports. The Parties agree time is of the essence in regard to the Agreement. Within fifteen (15) Business Days after the close of (i) each calendar quarter from the first calendar quarter following the Effective Date (as defined in the Original Agreement) until the earlier of the Construction Start Date or the Guaranteed Construction Start Date, and (ii) each

24 (b) subject to the potential adjustment of the Installed Capacity pursuant to the terms of this Agreement or any Replacement PPA, the nameplate capacity of (i) each Owner’s portion of the Facility, in the case of a Project Bifurcation, or (ii) SunZia Wind South or SunZia Wind North, as applicable, in the case of a Project Transition (either the actual Installed Capacity, if the transition to the Replacement PPA(s) occurs after the final Installed Capacities have been determined under this Agreement, or the anticipated installed capacity at the time of the Project Bifurcation or Project Transition, as applicable, if otherwise) shall be inserted in “Description of Facility” in the Cover Sheet;
(c) Exhibit A (Facility Description) shall be revised to reflect (i) each Owner’s portion of the Facility in the case of a Project Bifurcation, or (ii) a description of SunZia Wind South or SunZia Wind North, as applicable, in the case of a Project Transition; (d) Exhibit K (Notices) shall be revised to reflect the appropriate information for each Owner signatory to the relevant Replacement PPA, as applicable; and (e) All instances of in this Agreement shall be changed in each Replacement PPA, on a pro rata basis, to reflect the installed capacity of each Owner’s portion of the Facility relative to, as applicable, either the actual Installed Capacity, if the Project Bifurcation or Project Transition, as applicable, occurs after the final Installed Capacity has been determined, or the anticipated installed capacity at the time of the Project Bifurcation or Project Transition, as applicable, if otherwise.
(f) In the case of a Project Bifurcation:
(i) subject to the potential adjustment of the Guaranteed Capacity pursuant to the terms of this Agreement or any Replacement PPA, the amount of the Guaranteed Capacity in the Cover Sheet of each Replacement PPA shall be changed, on a pro rata basis, to reflect the installed capacity of each Owner’s portion of the Facility, as applicable (either the actual Installed Capacity, if the transition to the Replacement PPAs occurs after the final Installed Capacities have been determined, or the anticipated installed capacity at the time of the transition, if otherwise); provided that, for the avoidance of doubt, the sum of the Guaranteed Capacities in the Cover Sheet in each Replacement PPA shall equal the Guaranteed Capacity in the Cover Sheet in this Agreement;
(ii) subject to the potential adjustment of the Expected Energy pursuant to the terms of this Agreement or any Replacement PPA, the amount of the Expected Energy in the Cover Sheet shall be reduced on a pro rata basis to reflect the nameplate capacity and net capacity factor of each Owner’s portion of the Facility (either the actual Installed Capacity and net capacity factor when the final Installed Capacities have been determined or, if the final Installed Capacities have not yet been determined, the anticipated nameplate capacity and net capacity factor), as determined by Seller in its reasonable discretion; provided that, for the avoidance of doubt, the sum of the Expected Energy amounts in the Cover Sheet in each Replacement PPA shall equal the Expected Energy amount in the Cover Sheet in this Agreement. (g) In the case of a Project Transition:

41 reasonable format covering the services provided in the preceding month determined in accordance with the applicable provisions of this Agreement.

8.2 Payment. Buyer shall make payment to Seller by wire transfer or ACH payment to the bank account designated by Seller in Exhibit K, which may be updated by Seller by Notice hereunder; provided, however, that changes to the invoices, payment, and wire transfer information set forth in Exhibit K must be made in writing and delivered via certified mail or a secured online method mutually agreed upon by both Parties, and shall include contact information for an authorized person who is available by telephone to verify the authenticity of such requested changes. Buyer shall pay undisputed invoice amounts within thirty (30) days after receipt of the invoice. If such due date falls on a weekend or legal holiday, such due date shall be the next Business Day. Payments made after the due date will be considered late and will bear interest on the unpaid balance. If the amount due is not paid on or before the due date or if any other payment that is due and owing from one Party to another is not paid on or before its applicable due date, a late payment charge shall be applied to the unpaid balance and shall be added to the next billing statement. Such late payment charge shall be calculated based on the prime rate published on the date of the invoice in The Wall Street Journal, or, if The Wall Street Journal is not published on that day, the next succeeding date of publication, plus two percent (2%) (the “Interest Rate”). If the due date occurs on a day that is not a Business Day, the late payment charge shall begin to accrue on the next succeeding Business Day.

8.3 Books and Records. To facilitate payment and verification, each Party shall maintain all books and records necessary for billing and payments, including copies of all invoices under this Agreement, for a period of at least two (2) years or as otherwise required by Law. Upon fifteen (15) days’ Notice to Seller, Buyer shall be granted reasonable access to the accounting books and records pertaining to all invoices generated pursuant to this Agreement.

8.4 Payment Adjustments; Billing Errors. Payment adjustments shall be made if Buyer or Seller discovers there have been good faith inaccuracies in invoicing that are not otherwise disputed under Section 8.5, there is determined to have been a meter inaccuracy sufficient to require a payment adjustment, or if CAISO recalculates amounts due or owing in respect of prior periods. If the required adjustment is in favor of Buyer, Buyer’s monthly payment shall be credited in an amount equal to the adjustment. If the required adjustment is in favor of Seller, Seller shall add the adjustment amount to Buyer’s next monthly invoice. Adjustments in favor of either Buyer or Seller shall bear interest, until settled in full, in accordance with Section

8.2, accruing from the date on which the non-erring Party received Notice thereof.

8.5 Billing Disputes. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within ten (10) Business Days of such resolution along with interest accrued at the Interest Rate from and including the original due date to but excluding the date paid. Inadvertent

42 overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived if the other Party is not notified in accordance with this Section 8.5 within twelve (12) months after the invoice is rendered or subsequently adjusted, except to the extent any misinformation was from a third party not affiliated with any Party and such third party corrects its information after the twelve-month period. If an invoice is not rendered within twelve (12) months after the close of the month during which performance occurred, the right to payment for such performance is waived.

8.6 Netting of Payments. The Parties hereby agree that they shall discharge mutual debts and payment obligations due and owing to each other on the same date through netting, in which case all undisputed amounts owed by each Party to the other Party for the purchase and sale of Product during the monthly billing period under this Agreement or otherwise arising out of this Agreement, including any related damages calculated pursuant to Exhibits B and E, interest, and payments or credits, including pursuant to Section 4.3(c), shall be netted so that only the excess amount remaining due shall be paid by the Party who owes it.

8.7 Seller’s Development Security. To secure its obligations under this Agreement, Seller shall have delivered the Development Security to Buyer within days after the Effective Date (as defined in the Original Agreement). Seller shall maintain the Development Security in full force and effect. Upon the earlier of (A) Seller’s delivery of the Performance Security, or (B) days after termination of this Agreement, Buyer shall return the Development Security to Seller, less the amounts drawn in accordance with this Agreement. If and to the extent that any portion of the Development Security is a Letter of Credit and the issuer of such Letter of Credit (i) fails to maintain the required Credit Rating, (ii) indicates its intent not to renew such Letter of Credit and such Letter of Credit expires prior to the Commercial Operation Date, (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, or (iv) becomes Bankrupt, Seller shall have ten (10) Business Days to post substitute collateral that meets the requirements set forth in the definition of Development Security. Seller shall have no obligation to replenish the Development Security following any draws thereon by Buyer. Seller’s maximum liability for an Event of Default or failure to perform its obligations hereunder prior to the Commercial Operation Date shall be capped at the amount of the Development Security, less any amounts collected by Buyer prior to such Event of Default or failure to perform.

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

Seller shall maintain the Performance Security in full force and effect until the following have occurred: (A) the Delivery Term has expired or terminated early; and (B) all payment obligations of the Seller arising under this Agreement, including compensation for penalties, Termination Payment, indemnification payments or other damages are paid in full (whether directly or indirectly such as through set-off or netting). Following the occurrence of both events, Buyer shall promptly return to Seller the unused portion of the Performance Security. Within ten (10) Business Days following any draw by Buyer on the Performance Security, Seller shall replenish the amount drawn such that Performance Security is restored to the amount on Cover Sheet. If and to the extent that any portion of the Performance Security is a Letter of Credit and the issuer of such Letter of Credit (i) fails to maintain the Credit Rating, (ii) indicates its intent not to renew such

43 Letter of Credit and such Letter of Credit expires prior to the end of the Delivery Term, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, or (iii) becomes Bankrupt, Seller shall have ten (10) Business Days to post substitute collateral that meets the requirements set forth in the definition of Performance Security. If and to the extent that any portion of the Performance Security is a Guaranty, Seller shall (i) provide prompt Notice to Buyer if Guarantor becomes Bankrupt or otherwise fails to meet the criteria for an acceptable Guarantor as set forth in clauses (c) and (d) of the definition of Guarantor, but not later than ten (10) Business Days after Seller becomes aware of such development and (ii) post substitute collateral that meets the requirements set forth in the definition of Performance Security within ten (10) Business Days.

8.9 Financial Statements.
(a) If a Guaranty is provided as Performance Security in lieu of cash or a Letter of Credit, Seller shall provide to Buyer, or cause the Guarantor to provide to Buyer, unaudited quarterly and annual audited financial statements of the Guarantor (including a balance sheet and statements of income and cash flows), all prepared in accordance with generally accepted accounting principles in the United States, consistently applied. (b) Buyer shall provide to Seller (i) within one hundred twenty (120) days following the end of each fiscal year during the Contract Term, a copy of Buyer’s annual report containing audited consolidated financial statements for such fiscal year and (ii) within sixty (60) days after the end of each of its first three fiscal quarters of each fiscal year during the Contract Term, a copy of Buyer’s quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles or International Financial Reporting Standards (“IFRS”); provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certifications, such unavailability shall not be an Event of Default so long as Buyer diligently pursues the preparation, certification, and delivery of the statements.

8.10 Buyer’s First Priority Security Interest in Cash or Cash Equivalent Collateral.

To secure its obligations under this Agreement, and until released as provided herein, Seller hereby grants to Buyer a present and continuing first-priority security interest in, and lien on (and right to net against), and assignment of the Development Security or Performance Security, any other cash collateral and cash equivalent collateral posted pursuant to Sections 8.7 and 8.8 by Seller and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of Buyer, and Seller agrees to take all action as Buyer reasonably requires in order to perfect Buyer’s first-priority security interest in, and lien on (and right to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof.

Upon or any time after the occurrence of an Event of Default caused by Seller, an Early Termination Date resulting from an Event of Default caused by Seller, or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Development Security or Performance Security, Buyer may do any one or more of the following (in each case subject to the final sentence of Section 11.2 and the provisions of Article 12):

44 (a) Exercise any of its rights and remedies with respect to the Development Security or Performance Security, as applicable, including any such rights and remedies under Law then in effect;
(b) Draw on any outstanding Letter of Credit issued for its benefit and retain any cash held by Buyer as Development Security or Performance Security, as applicable; and (c) Liquidate all Development Security or Performance Security, as applicable then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller.

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

ARTICLE 9

NOTICES

9.1 Addresses for the Delivery of Notices. Any Notice required, permitted, or contemplated hereunder shall be in writing, shall be addressed to the Party to be notified at the physical or electronic addresses set forth on Exhibit K or at such other address or addresses as a Party may designate for itself from time to time by Notice hereunder.

9.2 Acceptable Means of Delivering Notice. Each Notice required, permitted, or contemplated hereunder shall be deemed to have been validly served, given or delivered as follows: (a) if sent by United States mail with proper first class postage prepaid, three (3) Business Days following the date of the postmark on the envelope in which such Notice was deposited in the United States mail; (b) if sent by a regularly scheduled overnight delivery carrier with delivery fees either prepaid or an arrangement with such carrier made for the payment of such fees, the next Business Day after the same is delivered by the sending Party to such carrier; (c) if sent by electronic communication (including email or other electronic means), at the time indicated by the time stamp upon delivery; or (d) if delivered in person, upon receipt by the receiving Party.

Notwithstanding the foregoing, Notices of outages or other scheduling or dispatch information or requests may be sent by electronic communication and shall be considered delivered upon successful completion of such transmission. In addition, for any Notice sent pursuant to (a), (b) or (d) above, the Party sending such Notice shall send a courtesy copy by email to the email address provided in Exhibit K.

ARTICLE 10

FORCE MAJEURE

10.1 Definition.
(a) “Force Majeure Event” means any act or event occurring after the Effective Date (as defined in the Original Agreement) (or if occurring on or before the Effective Date (as defined in the Original Agreement), expanding, deteriorating or otherwise materially changing after the Effective Date (as defined in the Original Agreement)) that delays or prevents

45 a Party from timely performing all or a portion of its obligations under this Agreement or from complying with all or a portion of the conditions under this Agreement if such act or event, despite the exercise of reasonable efforts, cannot be avoided by and is beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance, or noncompliance. (b) Without limiting the generality of the foregoing, so long as the following events, despite the exercise of reasonable efforts, cannot be avoided by, and are beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance or noncompliance, a Force Majeure Event may include an act of God or the elements, such as flooding, lightning, hurricanes, tornadoes, or ice storms; explosion; fire; volcanic eruption; flood; epidemic, or pandemic, including COVID-19 (but only to the extent that new governmental rules or mandates related to COVID-19 are implemented that were not in place as of the Effective Date (as defined in the Original Agreement)); landslide; mudslide; sabotage; terrorism; earthquake; or other cataclysmic events; an act of public enemy; acts or failure to act by a Governmental Authority; war; blockade; civil insurrection; riot; civil disturbance; serial defect; or strikes or other labor difficulties caused or suffered by a Party or any third party except as set forth below. (c) Notwithstanding the foregoing, the term “Force Majeure Event” does not include (i) economic conditions that render a Party’s performance of this Agreement at the Contract Price unprofitable or otherwise uneconomic (including Buyer’s ability to buy Energy at a lower price, or Seller’s ability to sell Energy generated by the Facility at a higher price, than the Contract Price); (ii) Seller’s inability to obtain permits or approvals of any type for the construction, operation, or maintenance of the Facility, except to the extent such inability is caused by a Force Majeure Event; (iii) the inability of a Party to make payments when due under this Agreement, unless the cause of such inability is an event that would otherwise constitute a Force Majeure Event as described above that disables physical or electronic facilities necessary to transfer funds to the payee Party; (iv) a Curtailment Order, except to the extent that a Curtailment Order is caused by an event that otherwise qualifies as a Force Majeure Event; (v) Seller’s inability to obtain sufficient labor, equipment, materials, or other resources to build or operate the Facility except to the extent such inability is caused by a Force Majeure Event; (vi) a strike, work stoppage or labor dispute limited only to any one or more of Seller, Seller’s Affiliates, Seller’s contractors, their subcontractors thereof or any other third party employed by Seller to work on the Facility; (vii) any equipment failure except if such equipment failure is caused by a Force Majeure Event; or (viii) except as the Guaranteed Commercial Operation Date may be extended as a result of a Development Cure Period, Seller’s inability to achieve Commercial Operation following the Guaranteed Commercial Operation Date.

10.2 No Liability If a Force Majeure Event Occurs. Neither Seller nor Buyer shall be liable to the other Party in the event it is prevented from performing its obligations hereunder in whole or in part due to a Force Majeure Event. The Party rendered unable to fulfill any obligation by reason of a Force Majeure Event shall take reasonable actions necessary to remove such inability with due speed and diligence. Nothing herein shall be construed as permitting that Party to continue to fail to perform after said cause has been removed. The obligation to use due speed and diligence shall not be interpreted to require resolution of labor disputes by acceding to demands of the opposition when such course is inadvisable in the discretion of the Party having

46 such difficulty. Neither Party shall be considered in breach or default of this Agreement if and to the extent that any failure or delay in the Party’s performance of one or more of its obligations hereunder is caused by a Force Majeure Event. Notwithstanding the foregoing, the occurrence and continuation of a Force Majeure Event shall not (a) suspend or excuse the obligation of a Party to make any payments due hereunder, (b) suspend or excuse the obligation of Seller to achieve the Guaranteed Construction Start Date, or Guaranteed Commercial Operation Date beyond the extensions provided in Exhibit B, (c) limit Buyer’s right to declare an Event of Default pursuant to Section 11.1(b)(i) or Section 11.1(b)(ii) and receive a Damage Payment upon exercise of Buyer’s default rights pursuant to Section 11.2.

10.3 Notice. In the event of any delay or nonperformance resulting from a Force Majeure Event, the Party suffering the Force Majeure Event shall (a) as soon as practicable, notify the other Party orally of the Force Majeure Event, followed by Notice in writing of the nature, cause, estimated date of commencement thereof, the anticipated extent of any delay or interruption in performance, and (b) notify the other Party in writing of the cessation or termination of such Force Majeure Event, all as known or estimated in good faith by the affected Party; provided, however, that a Party’s failure to give timely Notice as provided in this Section 10.3 shall not affect such Party’s ability to assert that a Force Majeure Event has occurred unless the delay in giving Notice materially prejudices the other Party.

10.4 Termination Following Force Majeure Event. If a Force Majeure Event has occurred after the Commercial Operation Date that has caused either Party to be unable to perform its material obligations hereunder, and has continued for a consecutive twelve (12) month period, then the non-claiming Party may terminate this Agreement upon written Notice to the other Party experiencing the Force Majeure Event; provided that if Seller is the Party claiming such Force Majeure Event and such Force Majeure Event cannot reasonably be cured within such twelve (12) month period, then Seller may provide a plan to Buyer, which must be acceptable to Buyer in its reasonable discretion, to cure such Force Majeure Event within an additional six (6) month period and Buyer may not terminate this Agreement due to such Force Majeure Event unless Seller has not resumed performance of its material obligations hereunder upon the expiration of such additional six (6) month period. Upon any such termination, the non-claiming Party shall have no liability to the Party claiming Force Majeure Event, save and except for those obligations specified in Section 2.1(b).

ARTICLE 11
DEFAULTS; REMEDIES; TERMINATION

11.1 Events of Default. An “Event of Default” shall mean, (a) with respect to a Party (the “Defaulting Party”) that is subject to the Event of Default the occurrence of any of the following:
(i) the failure by such Party to make, when due, any payment required pursuant to this Agreement and such failure is not remedied within five (5) Business Days after Notice thereof;

48 (iv) with respect to any Guaranty provided for the benefit of Buyer, the failure by Seller to provide for the benefit of Buyer either (1) cash, (2) a replacement Guaranty from a different Guarantor meeting the criteria set forth in the definition of Guarantor, or (3) a replacement Letter of Credit from an issuer meeting the criteria set forth in the definition of Letter of Credit, in each case, in the amount required hereunder within ten (10) Business Days after Seller receives Notice of the occurrence of any of the following events:
(A) if any representation or warranty made by the Guarantor in connection with this Agreement is false or misleading in any material respect when made or when deemed made or repeated, and such representation or warranty is not remedied within thirty (30) days after Notice thereof;
(B) the failure of the Guarantor to make any payment required or to perform any other material covenant or obligation in any Guaranty; (C) the Guarantor becomes Bankrupt;
(D) the Guarantor shall fail to meet the criteria for an acceptable Guarantor as set forth in the definition of Guarantor;
(E) the failure of the Guaranty to be in full force and effect (other than in accordance with its terms) prior to the indefeasible satisfaction of all obligations of Seller hereunder; or
(F) the Guarantor shall repudiate, disaffirm, disclaim, or reject, in whole or in part, or challenge the validity of any Guaranty; (v) with respect to any outstanding Letter of Credit provided for the benefit of Buyer that is not then required under this Agreement to be canceled or returned, the failure by Seller to provide for the benefit of Buyer either (1) cash, or (2) a replacement Guaranty from a Guarantor meeting the criteria set forth in the definition of Guarantor, or (3) a substitute Letter of Credit from a different issuer meeting the criteria set forth in the definition of Letter of Credit, in each case, in the amount required hereunder within ten (10) Business Days after Seller receives Notice of the occurrence of any of the following events:
(A) the issuer of the outstanding Letter of Credit shall fail to maintain a Credit Rating of at least “A-” by S&P or “A3” by Moody’s; (B) the issuer of such Letter of Credit becomes Bankrupt; (C) the issuer of the outstanding Letter of Credit shall fail to comply with or perform its obligations under such Letter of Credit and such failure shall be continuing after the lapse of any applicable grace period permitted under such Letter of Credit; (D) the issuer of the outstanding Letter of Credit shall fail to honor a properly documented request to draw on such Letter of Credit;

50 11.3 Termination Payment. The termination payment (“Termination Payment”) for the Terminated Transaction shall be the aggregate of all Settlement Amounts plus any or all other amounts due to or from the Non-Defaulting Party (as of the Early Termination Date) netted into a single amount. If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement, the net Settlement Amount shall be zero. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for the Terminated Transaction as of the Early Termination Date. Third parties (which shall not include Affiliates of the Non-Defaulting Party) supplying information for purposes of the calculation of Gains or Losses may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information. The Settlement Amount shall not include consequential, incidental, punitive, exemplary, indirect or business interruption damages; provided, however, that any lost Delivered Energy, Capacity Attributes and Green Attributes shall be deemed direct damages covered by this Agreement. Without prejudice to the Non-Defaulting Party’s duty to mitigate, the Non-Defaulting Party shall not have to enter into replacement transactions to establish a Settlement Amount. Each Party agrees and acknowledges that (a) the actual damages that the Non-Defaulting Party would incur in connection with the Terminated Transaction would be difficult or impossible to predict with certainty, (b) the Damage Payment or Termination Payment described in Section 11.2 or this Section 11.3 (as applicable) is a reasonable and appropriate approximation of such damages, and (c) the Damage Payment or Termination Payment described in Section 11.2 or this Section 11.3 (as applicable) is the exclusive remedy of the Non-Defaulting Party in connection with the Terminated Transaction but shall not otherwise act to limit any of the Non-Defaulting Party’s rights or remedies if the Non-Defaulting Party does not elect a Terminated Transaction as its remedy for an Event of Default by the Defaulting Party.

11.4 Notice of Payment of Termination Payment. As soon as practicable after a Terminated Transaction, Notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to the Non-Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Termination Payment shall be made to the Non-Defaulting Party, as applicable, within ten (10) Business Days after such Notice is effective.

11.5 Disputes With Respect to Termination Payment. If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be determined in accordance with Article 15.

11.6 Rights And Remedies Are Cumulative. Except where liquidated damages are provided as the exclusive remedy, the rights and remedies of a Party pursuant to this Article 11 shall be cumulative and in addition to the rights of the Parties otherwise provided in this Agreement.

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

PROVIDED IN EXHIBIT B AND EXHIBIT E, THE PARTIES ACKNOWLEDGE THAT THE

DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT OTHERWISE

OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT, AND THAT THE

LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE ANTICIPATED HARM OR LOSS. IT IS THE INTENT OF THE PARTIES THAT THE

LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES

BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING

THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. THE PARTIES HEREBY WAIVE ANY RIGHT TO CONTEST SUCH PAYMENTS AS AN UNREASONABLE PENALTY.

THE PARTIES ACKNOWLEDGE AND AGREE THAT MONEY DAMAGES AND

THE EXPRESS REMEDIES PROVIDED FOR HEREIN ARE AN ADEQUATE REMEDY FOR

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

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

ARTICLE 13
REPRESENTATIONS AND WARRANTIES; AUTHORITY

13.1 Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows:
(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and is qualified to conduct business in each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller.
(b) Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary corporate action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller.
(c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound.

53 (d) This Agreement has been duly executed and delivered by Seller. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by Laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity.

13.2 Buyer’s Representations and Warranties. As of the Effective Date, Buyer represents and warrants as follows:
(a) Buyer is a joint powers authority and a validly existing community choice aggregator, duly organized, validly existing and in good standing under the laws of the State of California and the rules, regulations and orders of, and is qualified to conduct business in each jurisdiction of the Joint Powers Agreement members. All persons making up the governing body of Buyer are the elected or appointed incumbents in their positions and hold their positions in good standing in accordance with the Joint Powers Agreement and other Law. (b) Buyer has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Buyer’s performance under this Agreement. The execution, delivery and performance of this Agreement by Buyer has been duly authorized by all necessary action on the part of Buyer and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Buyer or any other party to any other agreement with Buyer.
(c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Buyer with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Buyer, including but not limited to community choice aggregation, the Joint Powers Act, competitive bidding, public notice, open meetings, election, referendum, or prior appropriation requirements, the documents of formation of Buyer or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Buyer is a party or by which any of its property is bound.
(d) This Agreement has been duly executed and delivered by Buyer. This Agreement is a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as limited by Laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. (e) Buyer warrants and covenants that with respect to its contractual obligations under this Agreement, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (1) suit, (2) jurisdiction of court, (3) relief by way of injunction, order for specific performance or recovery of property, (4) attachment of assets, or (5) execution or enforcement of any judgment.

54 13.3 General Covenants.
(a) Each Party covenants that commencing on the Effective Date and continuing throughout the Contract Term:
(i) It shall continue to be duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and to be qualified to conduct business in each jurisdiction where the failure to so qualify would have a material adverse effect on its business or financial condition;
(ii) It shall maintain (or obtain from time to time as required) all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; and
(iii) It shall perform its obligations under this Agreement in compliance with all terms and conditions in its governing documents and any contracts to which it is a party and in material compliance with any Law.
(b) Seller covenants that:
(i) Seller shall maintain Site Control throughout the Delivery Term. (ii) Seller shall obtain any and all permits and approvals, including without limitation, required environmental clearance under applicable environmental Law, from the local jurisdiction where the Facility is or will be constructed, as applicable. Seller agrees and acknowledges that Buyer is simply purchasing energy services under the PPA and does not intend to be the lead agency for the Facility.
(iii) Seller shall not knowingly utilize equipment or resources built with forced labor in connection with the construction, operation or maintenance of the Facility, including equipment or resources sourced from the Xinjiang region of China pursuant to the business advisory jointly issued by the U.S. Departments of State, Treasury, Commerce and Homeland Security on July 1, 2020 (as such guidance may be updated or modified by Governmental Authorities from time to time).
(iv) Commencing upon the production of Delivered Energy by the Facility and throughout the Delivery Term, Seller shall ensure that the Facility will have an interconnection agreement providing for interconnection capacity available or allocable to the Facility that is no less than the Guaranteed Capacity. Seller shall hold Buyer harmless from any penalties, imbalance energy charges, or other costs from CAISO or under the PPA resulting from Seller’s inability to provide, or any third party use of, such interconnection capacity.

13.4 Prevailing Wage. Seller shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, including, without limitation employment discrimination laws and prevailing wage laws. Seller shall use commercially reasonable efforts to ensure that all employees hired by Seller, and its contractors and subcontractors, that will perform construction work or provide services at the Site related to the construction of the Facility are paid wages at

57 ARTICLE 15
GOVERNING LAW; DISPUTE RESOLUTION

15.1 Governing Law. This agreement and the rights and duties of the parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this agreement. [STC 17]

15.2 Venue. The Parties agree that any suit, action or other legal proceeding by or against any party (or its affiliates or designees) with respect to or arising out of this Agreement shall be brought in the federal courts of the United States or, if such federal courts refuse jurisdiction notwithstanding the Parties’ agreement, then in the courts of the State of California, in either case sitting in County of Monterey, California.

15.3 Dispute Resolution. In the event of any dispute arising under this Agreement, within ten (10) days following the receipt of a Notice from either Party identifying such dispute, the Parties shall meet, negotiate and attempt, in good faith, to resolve the dispute quickly, informally and inexpensively. If the Parties are unable to resolve a dispute arising hereunder within the earlier of either thirty (30) days of initiating such discussions, or within forty (40) days after Notice of the dispute, either Party may seek any and all remedies available to it at Law or in equity, subject to the limitations set forth in this Agreement.

15.4 Attorneys’ Fees. In any proceeding brought to enforce this Agreement or because of the breach by any Party of any covenant or condition herein contained, the prevailing Party shall be entitled to reasonable attorneys’ fees (including reasonably allocated fees of in-house counsel) in addition to court costs and any and all other costs recoverable in said action.

ARTICLE 16

INDEMNIFICATION

16.1 Indemnification.
(a) Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party and its Affiliates, directors, officers, employees, attorneys, representatives and agents (collectively, the “Indemnified Party”) from and against all third-party claims, demands, losses, liabilities, penalties, and expenses and expert witness fees (collectively “Indemnifiable Event”), to the extent such Indemnifiable Event arises out of, results from, or is caused by any of the following: (a) the negligent act or omission, recklessness or willful misconduct of the Indemnifying Party, its Affiliates, its or their directors, officers, employees, agents, subcontractors, and anyone directly or indirectly employed by the Indemnifying Party or any of its subcontractors or anyone that they control; or (b) any violation of applicable Law by the Indemnifying Party, in each case in connection with this Agreement. Upon the Indemnified Party’s written request, the Indemnifying Party, at its own expense, must defend any suit or action that is subject to the Indemnifying Party’s indemnity obligations. The Parties’ indemnification obligations survive the expiration or termination of this Agreement until the relevant statute of limitations.

59 subrogation against Buyer, (y) name Buyer as additional insured on all required liability insurance (except workers compensation), and (z) be primary to any insurance of Buyer that may apply to such occurrence, accident or claim and no “other insurance” provision shall be applicable to Buyer or any additional insureds, by virtue of having been named an additional insured under any policy of insurance.
(b) Workers Compensation and Employer’s Liability Insurance. Employers’ Liability insurance shall not be less than One Million Dollars ($1,000,000) providing statutory benefits as required by Law (if any exposure exists) for injury, sickness, disability or death of the employees.
(c) Business Auto Liability Insurance. Seller shall maintain at all times during the Contract Term business auto insurance for bodily injury and property damage with limits of combined single limit. Such insurance shall cover liability arising out of Seller’s use of all owned (if any), non-owned and hired motor vehicles in the performance of the Agreement.
(d) Property Insurance. Seller shall maintain or cause to be maintained property insurance covering the Facility against physical loss or damage, including coverage for natural perils including but not limited to flood, earthquake, windstorm, severe convective storm and wildfire, all with limits in accordance with industry standard recognizing that natural perils may be subject to a lower sublimit. Coverage will be on an “all-risk” basis including mechanical and electrical breakdown.

ARTICLE 18

CONFIDENTIAL INFORMATION

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

18.2 Duty to Maintain Confidentiality. Except as permitted in this Article 18, neither Party shall disclose Confidential Information to a third party, except upon the written consent of the Disclosing Party. Confidential Information will retain its character as Confidential Information but may be disclosed by the recipient (the “Receiving Party”) if and to the extent such disclosure is required (a) to be made by any requirements of Law, (b) pursuant to an order of a court or (c) in order to enforce or implement this Agreement. If the Receiving Party becomes legally compelled

60 (by interrogatories, requests for information or documents, subpoenas, summons, civil investigative demands, or similar processes or otherwise in connection with any litigation or to comply with any applicable Law, order, regulation, ruling, regulatory request, accounting disclosure rule or standard or any exchange, control area or independent system operator rule) to disclose any Confidential Information of the disclosing Party (the “Disclosing Party”), Receiving Party shall provide Disclosing Party with prompt notice so that Disclosing Party, at its sole expense, may seek an appropriate protective order or other appropriate remedy. Each party hereto acknowledges and agrees that information and documentation provided may be subject to the California Records Act (Government Code Section 7920 et seq.).

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

18.4 Permitted Disclosures. Notwithstanding anything to the contrary in this Article 18, Confidential Information may be disclosed by either Party to such Party’s counsel, accountants, auditors, advisors, other professional consultants, credit rating agencies, Affiliates or actual or prospective owners, investors, lenders, directors, underwriters, contractors, suppliers or others involved in the construction, operation and financing transactions and arrangements for a Party or its affiliates, or any of its or their agents, consultants or trustees, so long as the Person to whom Confidential Information is disclosed agrees in writing to be bound by the confidentiality provisions of this Article 18 to the same extent as if it were a Party, or is bound by substantially similar confidentiality requirements.

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

ARTICLE 19

MISCELLANEOUS

19.1 Entire Agreement; Integration; Exhibits. This Agreement, together with the Cover Sheet and Exhibits attached hereto, constitutes the entire agreement and understanding between Seller and Buyer with respect to the subject matter hereof and supersedes all prior agreements relating to the subject matter hereof, which are of no further force or effect. The Exhibits attached hereto are integral parts hereof and are made a part of this Agreement by reference. The headings used herein are for convenience and reference purposes only. In the event of a conflict between the provisions of this Agreement and those of the Cover Sheet or any Exhibit, the provisions of first the Cover Sheet, and then this Agreement shall prevail, and such Exhibit shall be corrected accordingly. This Agreement shall be considered for all purposes as prepared through the joint efforts of the Parties and shall not be construed against one Party or the other as

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

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

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

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

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

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

19.7 Counterparts. This Agreement may be executed in one or more counterparts, including electronic signatures, all of which taken together shall constitute one and the same instrument and each of which shall be deemed an original.

19.8 Electronic Delivery. This Agreement may be duly executed and delivered by a Party by execution and electronic format (including portable document format (.pdf)) delivery of the signature page of a counterpart to the other Party.

[Signature Page – SunZia PPA, 3CE]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Execution Date.

SunZia Wind PowerCo LLC
By:

Name:

Title:

Central Coast Community Energy
By:

Name:

Title:

Approved as to form:

By:

Name:

Title:

Docusign Envelope ID:

Amy Smolen
Authorized Signatory
Docusign Envelope ID: F0CC4E26-3290-40C4-B3A8-3CB4F5C06B3B Deputy General Counsel
Marina Pantchenko
Chief Executive Officer
Robert M Shaw

Exhibit A - 2
Site Location: Lincoln, Torrance and San Miguel Counties, New Mexico Technology: Utility Scale Wind Technology
Guaranteed Capacity: 205 MWAC
Delivery Point: CAISO scheduling point-intertie combination at PALOVRDE_ASR-APND and PVWEST, or an Alternative Delivery Point as mutually agreed by the Parties Participating Transmission Owner: SunZia Transmission, LLC

Exhibit C - 1

EXHIBIT C

PROGRESS REPORTING FORM
Each Progress Report must include the following items:

1. Executive summary.

2. Facility description.

3. Site plan of the Facility.

4. Description of any planned changes to the Facility or the site.

5. Schedule showing progress on achieving each of the Milestones.

6. Summary of activities during the previous calendar month/quarter.

7. Forecast of activities scheduled for the current calendar month/quarter.

8. Written description about the progress relative to Seller’s Milestones, including whether Seller has met or is on target to meet the Milestones, and evidence of completion of Milestones, upon reasonable request from Buyer.

9. List of issues that could reasonably foreseeably affect Seller’s Milestones.

10. A status report of start-up activities including a forecast of activities ongoing and after start-up, a report on Facility performance including performance projections for the next twelve (12) months.

11. Progress and schedule of all major agreements, contracts, permits, approvals, technical studies, financing agreements and major equipment purchase orders showing the start dates, completion dates, and completion percentages.

12. Pictures, in sufficient quantity and of appropriate detail, in order to document construction and startup progress of the Facility, the interconnection into the PTO’s Transmission System and all other interconnection utility services.

13. Any other documentation, including copies of the Interconnection Agreement, transmission agreements and permits, as reasonably requested by Buyer, as such documentation may be redacted by Seller as necessary.

Exhibit D - 1

EXHIBIT D
FORM OF AVERAGE FORECAST OF ENERGY (MWh)
1:0
0 2:0
0 3:0
0 4:0
0 5:0
0 6:0
0 7:0
0 8:0
0 9:0
0 10:0
0 11:0
0 12:0
0 13:0
0 14:0
0 15:0
0 16:0
0 17:0
0 18:0
0 19:0
0 20:0
0 21:0
0 22:0
0 23:0
0 24:0
0 JAN
FEB
MAR
APR
MAY
JUN
JUL
AUG
SEP
OCT
NOV
DEC
The foregoing table (i) is provided for informational purposes only, and it shall not constitute, or be deemed to constitute, an obligation of any of the Parties to this Agreement, and (ii) reflects expected P50 delivered volumes taking into account estimated X% physical losses from the Facility to the Delivery Point.

Exhibit E - 2
deliver Replacement Product for a given Performance Measurement Period in lieu of Seller paying some or all of the Energy Replacement Damages, and (b) Seller does not deliver all such Replacement Product in the Contract Year immediately following such Performance Measurement Period, then Seller shall pay to Buyer the portion of the Energy Replacement Damages that correspond to the amount of MWh by which the Energy Shortfall Amount for such Performance Measurement Period exceeds the sum of (A) retrospectively delivered Replacement Product plus (B) that amount of MWh for which Seller paid Energy Replacement Damages pursuant to Section

4.7(a).

Exhibit F - 1

EXHIBIT F

FORM OF COMMERCIAL OPERATION DATE CERTIFICATE
This certification (“Certification”) of Commercial Operation is delivered by the undersigned, a licensed professional engineer and duly authorized representative of ____________________ in its capacity as independent engineer (“Engineer”) for purposes of this certification, to Central Coast Community Energy, a California joint powers authority (“Buyer”), pursuant to the [agreement between Seller and Engineer] and in connection with that certain Amended and Restated Renewable Power Purchase and Sale Agreement dated _______ (“Agreement”) by and between SunZia Wind PowerCo LLC (“Seller”) and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

Engineer hereby certifies and represents to Buyer the following:
(1) Wind turbines with a nameplate capacity of no less than of the Guaranteed Capacity have been installed at the Facility.
(2) Testing and commissioning of each wind turbine referred to in paragraph (1) above has been completed in accordance with its respective manufacturer’s specifications and each such wind turbine has delivered electricity to the Interconnection Point. (3) Authorization to parallel the Facility was obtained by the Participating Transmission Owner on [DATE].

EXECUTED on this ________ day of _____________, 20__.

Sincerely,
By:
[NAME], P.E.
[TITLE]
New Mexico License No. [##]

Exhibit G - 1

EXHIBIT G

FORM OF INSTALLED CAPACITY CERTIFICATE
This certification (“Certification”) of Installed Capacity is delivered by the undersigned, a licensed professional engineer and duly authorized representative of ________________ in its capacity as independent engineer (“Engineer”) for purposes of this certification, to Central Coast Community Energy, a California joint powers authority (“Buyer”), pursuant to the [agreement between Seller and Engineer] and in connection with that certain Amended and Restated Renewable Power Purchase and Sale Agreement dated __________ (“Agreement”) by and between SunZia Wind PowerCo LLC (“Seller”) and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

As of the date set forth below, [___] wind turbines with an aggregate nameplate capacity of [__], which is the Installed Capacity as of the date hereof, have been installed at the Facility, and testing and commissioning of each such wind turbines has been completed in accordance with the turbine supply agreement and each such wind turbine has delivered electricity to the Interconnection Point.

EXECUTED on this ________ day of _____________, 20__.

Sincerely,
By:
[NAME], P.E.
[TITLE]
New Mexico License No. [##]
Exp. [DATE]

Exhibit H - 1

EXHIBIT H

FORM OF CONSTRUCTION START DATE CERTIFICATE
This certification of Construction Start Date (“Certification”) is delivered by SunZia Wind PowerCo LLC (“Seller”) to Central Coast Community Energy, a California joint powers authority (“Buyer”) in accordance with the terms of that certain Amended and Restated Renewable Power Purchase and Sale Agreement dated __________ (“Agreement”) by and between Seller and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

Seller hereby certifies and represents to Buyer the following:
(1) the EPC Contract related to the Facility was executed on __________; (2) the full notice to proceed with the construction of the Facility was issued on ______________ (attached) (the “Construction Start Date”); (3) the Construction Start Date has occurred;
(4) the precise Site on which the Facility is located is, which must be within the boundaries of the previously identified Site: ___________________________ (such description shall amend the description of the Site in Exhibit A).

IN WITNESS WHEREOF, the undersigned has executed this Certification on behalf of Seller as of the ___ day of ________.

By:

Printed Name:

Title:

Exhibit I - 1

EXHIBIT I

FORM OF LETTER OF CREDIT
IRREVOCABLE STANDBY LETTER OF CREDIT NO. [●]
DATE: [●]
BENEFICIARY:

APPLICANT:
[NAME, ADDRESS, CONTACT]
EXPIRATION DATE: [●]
AMOUNT/CURRENCY: [●]
AT THE REQUEST OF AND FOR THE ACCOUNT OF APPLICANT, WE, [INSERT BANK NAME AND ADDRESS] (“ISSUER”), HEREBY ESTABLISH IN YOUR FAVOR IN RESPECT

OF OBLIGATIONS OF APPLICANT OUR IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER [●] (“LETTER OF CREDIT”) IN FAVOR OF [____] (“BENEFICIARY”), [BENEFICIARY ADDRESS], WHEREBY, SUBJECT TO THE TERMS AND CONDITIONS

CONTAINED HEREIN, BENEFICIARY IS HEREBY AUTHORIZED TO DRAW ON US, BY

SIGHT, AT ITS DRAWING STATEMENT AS PROVIDED HEREIN, FOR AN AGGREGATE AMOUNT UP TO BUT NOT EXCEEDING [●] (THE “FACE AMOUNT”).

WE ARE ADVISED THIS LETTER OF CREDIT IS IRREVOCABLE AND IS ESTABLISHED

AS DEVELOPMENT SECURITY PURSUANT TO THAT CERTAIN RENEWABLE POWER PURCHASE AND SALE AGREEMENT DATED AS OF ___________, 2023 BETWEEN APPLICANT AND BENEFICIARY (THE “AGREEMENT”).

THIS LETTER OF CREDIT SHALL BE EFFECTIVE IMMEDIATELY AND SHALL EXPIRE ON [●], WHICH IS ONE YEAR AFTER THE ISSUE DATE OF THIS LETTER OF CREDIT,

OR ANY EXPIRATION DATE EXTENDED IN ACCORDANCE WITH THE TERMS HEREOF (THE “EXPIRATION DATE”).

IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE

AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR ADDITIONAL TWELVE (12) MONTH PERIODS FROM THE PRESENT OR EACH FUTURE EXPIRATION DATE, BUT IN NO EVENT TO AN EXPIRATION DATE LATER THAN [●], UNLESS AT LEAST NINETY (90) DAYS PRIOR TO THE EXPIRATION DATE WE SEND NOTICE IN WRITING

TO YOU VIA HAND DELIVERY OR OVERNIGHT COURIER AT THE ABOVE ADDRESS,

THAT WE ELECT NOT TO AUTOMATICALLY EXTEND THIS LETTER OF CREDIT FOR ANY ADDITIONAL PERIOD.

Exhibit I - 2

ON OR BEFORE THE EXPIRATION DATE OF THIS LETTER OF CREDIT YOU MAY

DRAW ON US HEREUNDER FOR UP TO THE FULL UNUTILIZED AMOUNT AVAILABLE AS OF THE DATE OF DRAWING ON THIS LETTER OF CREDIT.

PARTIAL AND MULTIPLE DRAWINGS ARE PERMITTED UNDER THIS LETTER OF

CREDIT (PROVIDED THAT THE CUMULATIVE AGGREGATE AMOUNT THAT MAY BE

DEMANDED UNDER THIS LETTER OF CREDIT SHALL NOT EXCEED THE FACE

AMOUNT), AND THIS LETTER OF CREDIT SHALL REMAIN IN FULL FORCE AND EFFECT WITH RESPECT TO ANY CONTINUING BALANCE.

FUNDS UNDER THIS LETTER OF CREDIT SHALL BE AVAILABLE TO THE

BENEFICIARY UPON PRESENTATION TO US OF A DATED DRAWING CERTIFICATE IN

THE FORM OF EXHIBIT A HERETO (WHICH IS AN INTEGRAL PART OF THIS LETTER

OF CREDIT) PURPORTEDLY SIGNED BY THE BENEFICIARY'S DULY AUTHORIZED REPRESENTATIVE. THE ORIGINAL OF THIS LETTER OF CREDIT (AND ALL

AMENDMENTS, IF ANY) IS NOT REQUIRED TO BE PRESENTED IN CONNECTION WITH

ANY PRESENTMENT OF A DRAWING CERTIFICATE BY BENEFICIARY HEREUNDER

IN ORDER TO RECEIVE PAYMENT, UNLESS IT IS THE FULL AND FINAL DRAW THEN

THE ORIGINAL LETTER OF CREDIT AND ANY AND ALL AMENDMENTS MUST BE RETURNED FOR DISPOSITION PURPOSES.

THE DRAWING CERTIFICATE MAY BE PRESENTED BY (A) PHYSICAL DELIVERY TO [ADDRESS], OR (B) AS A PDF ATTACHMENT TO AN EMAIL TO [BANK EMAIL ADDRESS], AS FOLLOWS:

DRAWINGS PRESENTED TO US BY EMAIL (EACH, AN “EMAIL DRAWING”) MUST

COME FROM ONE OF THE EMAIL ADDRESS(ES) (INSERT BENEFICIARY EMAIL(S)) OF

BENEFICIARY AND MUST BE SENT TO EACH OF THE FOLLOWING EMAIL ADDRESSES: [●] AND [●]. EACH REQUESTED EMAIL DRAWING MUST BE CONFIRMED BY CALLING US AT TELEPHONE NUMBER [●], AND NO EMAIL DRAWING SHALL BE COMPLETE UNTIL SO CONFIRMED. IF YOU PRESENT AN

EMAIL DRAWING UNDER THIS LETTER OF CREDIT YOU DO NOT NEED TO PRESENT

THE ORIGINAL OF ANY DRAWING DOCUMENTS AND IF WE RECEIVE ANY SUCH ORIGINAL DRAWING DOCUMENTS THEY WILL NOT BE EXAMINED BY US. IF A

DRAWING IS THE FINAL DRAWING UNDER THIS LETTER OF CREDIT OR A DRAWING

FOR THE FULL AMOUNT THEN AVAILABLE UNDER THIS LETTER OF CREDIT THE

ORIGINAL LETTER OF CREDIT MUST BE PROMPTLY RETURNED TO US BY OVERNIGHT COURIER FOLLOWING SUCH DRAWING.

IN THE EVENT A DRAWING IS COMPLIANT AND HONORED BY CoBank ACB FUNDS

ARE TO BE REMITTED TO THE BENEFICIARY PER PAYMENT INSTRUCTIONS AS FOLLOWS:

BENEFICIARY BANK: _______________________________
ABA NUMBER: _______________________________

Exhibit I - 3
BENEFICIARY ACCOUNT NUMBER: _______________________________ OR (C) BY FACSIMILE TO [FAX NUMBER] WITH PHONE NOTIFICATION TO THE US AT TIME OF TRANSMISSION.

ALL PAYMENTS MADE UNDER THIS LETTER OF CREDIT SHALL BE MADE WITH ISSUER’S OWN IMMEDIATELY AVAILABLE FUNDS BY MEANS OF WIRE TRANSFER IN IMMEDIATELY AVAILABLE UNITED STATES DOLLARS TO BENEFICIARY’S

ACCOUNT AS INDICATED BY BENEFICIARY IN ITS DRAWING CERTIFICATE OR IN A COMMUNICATION ACCOMPANYING ITS DRAWING CERTIFICATE.

WE HEREBY AGREE THAT THE DRAWING DOCUMENTS DRAWN UNDER AND IN

COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT WILL BE DULY

HONORED BY US UPON DELIVERY OF THE ABOVE SPECIFIED DRAWING

CERTIFICATE, IF PRESENTED ON OR BEFORE THE EXPIRATION DATE AS SPECIFIED HEREIN.

AS STIPULATED HEREIN, “BUSINESS DAY” SHALL MEAN ANY DAY OTHER THAN A

SATURDAY, SUNDAY OR A DAY ON WHICH BANKING INSTITUTIONS IN THE STATE OF CALIFORNIA ARE AUTHORIZED OR REQUIRED BY LAW TO CLOSE. IF ANY

DRAWING OR THE DOCUMENTATION PRESENTED IN CONNECTION THEREWITH,

DOES NOT CONFORM TO THE TERMS AND CONDITIONS HEREOF, WE WILL ADVISE

YOU OF THE SAME BY TELEPHONE OR FACSIMILE AND GIVE THE REASONS FOR SUCH NON-CONFORMANCE.

THIS LETTER OF CREDIT IS ISSUED SUBJECT TO THE RULES OF THE ‘INTERNATIONAL STANDBY PRACTICES 1998’, INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590 (‘ISP98’) AND AS TO MATTERS NOT ADDRESSED BY ISP98 SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

NOTWITHSTANDING ANY REFERENCE IN THIS LETTER OF CREDIT TO ANY OTHER

DOCUMENTS, INSTRUMENTS OR AGREEMENTS (OTHER THAN AS SET FORTH IN

THE IMMEDIATELY PRIOR PARAGRAPH), THIS LETTER OF CREDIT CONTAINS THE

ENTIRE AGREEMENT BETWEEN BENEFICIARY AND ISSUER RELATING TO THE OBLIGATIONS OF ISSUER HEREUNDER.

OTHER THAN AS PROVIDED HEREIN, COMMUNICATIONS WITH RESPECT TO THIS

LETTER OF CREDIT SHALL BE IN WRITING, SHALL SPECIFICALLY REFER TO BENEFICIARY AND TO OUR LETTER OF CREDIT NO. [●], AND SHALL BE ADDRESSED TO: [●] OR THE ADDRESS STATED ABOVE.

ALL NOTICES TO BENEFICIARY SHALL BE IN WRITING AND ARE REQUIRED TO BE SENT BY CERTIFIED LETTER, OVERNIGHT COURIER OR DELIVERED IN PERSON TO:
[BENEFICIARY], ATTN: [BENEFICIARY ADDRESS]. ONLY NOTICES TO BENEFICIARY

MEETING THE REQUIREMENTS OF THIS PARAGRAPH SHALL BE CONSIDERED VALID. ANY NOTICE TO BENEFICIARY WHICH IS NOT IN ACCORDANCE WITH THIS PARAGRAPH SHALL BE VOID AND OF NO FORCE OR EFFECT.

Exhibit I - 4

ALL COSTS RELATED TO THIS LETTER OF CREDIT SHALL BE PAID BY THE APPLICANT.

ALL PARTIES TO THIS LETTER OF CREDIT ARE ADVISED THAT THE U.S.

GOVERNMENT HAS IN PLACE CERTAIN SANCTIONS AGAINST CERTAIN COUNTRIES, TERRITORIES, INDIVIDUALS, ENTITIES, AND VESSELS. ISSUER

ENTITIES, INCLUDING BRANCHES AND, IN CERTAIN CIRCUMSTANCES,

SUBSIDIARIES, ARE/WILL BE PROHIBITED FROM ENGAGING IN TRANSACTIONS OR OTHER ACTIVITIES WITHIN THE SCOPE OF APPLICABLE SANCTIONS.

Exhibit I - 5
EXHIBIT “A”

DRAWING CERTIFICATE
TO: [COBANK, ACB
6340 SOUTH FIDDLERS GREEN CIRCLE
GREENWOOD VILLAGE, CO 80111
ATTN: TRADE SERVICES]
RE: IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER [●] ISSUED BY [ISSUING BANK] TO [BENEFICIARY] (“LETTER OF CREDIT”); CAPITALIZED TERMS USED BUT

NOT DEFINED IN THIS DRAWING CERTIFICATE HAVE THE MEANINGS ASCRIBED TO

THEM IN THE LETTER OF CREDIT)

THIS IS A DRAWING CERTIFICATE UNDER THE ABOVE-MENTIONED LETTER OF CREDIT.

I, , AN AUTHORIZED REPRESENTATIVE OF [BENEFICIARY], DO HEREBY CERTIFY THAT:

APPLICANT AND BENEFICIARY ARE PARTY TO THAT CERTAIN RENEWABLE POWER PURCHASE AND SALE AGREEMENT DATED AS OF ___________, 2023 (THE “AGREEMENT”).
[CHOOSE ONLY ONE OF THE FOLLOWING]
(1) BENEFICIARY IS MAKING A DRAWING UNDER THIS LETTER OF CREDIT IN THE AMOUNT OF U.S. $___________ BECAUSE [A SELLER EVENT OF

DEFAULT (AS SUCH TERM IS DEFINED IN THE AGREEMENT) HAS

OCCURRED OR OTHER OCCASION PROVIDED FOR IN THE AGREEMENT

WHERE BENEFICIARY IS AUTHORIZED TO DRAW ON THE LETTER OF CREDIT HAS OCCURRED][OR][A COD DELAY DAMAGES PAYMENT (AS

SUCH TERM IS DEFINED IN THE AGREEMENT) IS DUE UNDER THE AGREEMENT].
(2) BENEFICIARY IS MAKING A DRAWING UNDER THIS LETTER OF CREDIT IN THE AMOUNT OF U.S. $___________, WHICH EQUALS THE FULL

AVAILABLE AMOUNT UNDER THE LETTER OF CREDIT, BECAUSE

APPLICANT IS REQUIRED TO MAINTAIN THE LETTER OF CREDIT IN

FORCE AND EFFECT BEYOND THE EXPIRATION DATE OF THE LETTER

OF CREDIT BUT HAS FAILED TO PROVIDE BENEFICIARY WITH A

REPLACEMENT LETTER OF CREDIT OR OTHER ACCEPTABLE
INSTRUMENT WITHIN SIXTY (60) DAYS PRIOR TO SUCH EXPIRATION DATE.

Exhibit I - 6
IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT, [BENEFICIARY] IS ENTITLED TO AND HEREBY DEMANDS PAYMENT OF USD _________, SUCH AMOUNT TO BE PAID TO [BENEFICIARY] BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS TO: (INSERT WIRE INSTRUCTIONS), WHICH, [____] CERTIFIES IT IS ENTITLED TO UNDER THE AGREEMENT.

COMMUNICATIONS TO ME CONCERNING THIS DRAWING CERTIFICATE MAY BE MADE AT FOLLOWING TELEPHONE AND FACSIMILE NUMBERS: ____________; _________________.

IN WITNESS WHEREOF, [BENEFICIARY] THROUGH ITS AUTHORIZED

REPRESENTATIVE HAS EXECUTED AND DELIVERED THIS DRAWING CERTIFICATE THIS DAY OF , 20 _.
[____]
BY:

NAME:

TITLE:

Exhibit J - 1

EXHIBIT J

FORM OF GUARANTY
This Guaranty (this “Guaranty”) is entered into as of [_____] (the “Effective Date”) by and between [_____], a [______] (“Guarantor”), and Central Coast Community Energy, a California joint powers authority (together with its successors and permitted assigns, “Buyer”).

Recitals
A. Buyer and SunZia Wind PowerCo LLC, a Delaware limited liability company (“Seller”), entered into that certain Amended and Restated Renewable Power Purchase Agreement (as amended, restated or otherwise modified from time to time, the “PPA”) dated as of [____], 20___.

B. Guarantor is entering into this Guaranty as Performance Security to secure Seller’s obligations under the PPA, as required by Section 8.8 of the PPA.

C. It is in the best interest of Guarantor to execute this Guaranty inasmuch as Guarantor will derive substantial direct and indirect benefits from the execution and delivery of the PPA.

D. Initially capitalized terms used but not defined herein have the meaning set forth in the PPA.

Agreement

1. Guaranty. For value received, Guarantor does hereby unconditionally, absolutely and irrevocably guarantee, as primary obligor and not as a surety, to Buyer the full, complete and prompt payment by Seller of any and all amounts and payment obligations now or hereafter owing from Seller to Buyer under the PPA, including, without limitation, compensation for penalties, the Termination Payment, indemnification payments or other damages, as and when required pursuant to the terms of the PPA, provided, that Guarantor’s aggregate liability under or arising out of this Guaranty shall not exceed the sum of ________ Dollars ($___________), plus reasonable costs incurred by Buyer in enforcing this Guaranty, if successful (the “Guaranteed Amount”). The Parties understand and agree that any payment by Guarantor shall thereafter reduce the Guaranteed Amount hereunder on a dollar-for-dollar basis. This Guaranty is an irrevocable, absolute, unconditional and continuing guarantee of the full and punctual payment and performance, and not of collection, of the Guaranteed Amount and, except as otherwise expressly addressed herein, is in no way conditioned upon any requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from Seller, any other guarantor of the Guaranteed Amount or any other person or entity or resort to any other means of obtaining payment of the Guaranteed Amount. In the event Seller shall fail to duly, completely or punctually pay any Guaranteed Amount as required pursuant to the PPA, Guarantor shall promptly pay such amount as required herein.

2. Demand Notice. For avoidance of doubt, a payment shall be due for purposes of this Guaranty only when and if a payment is due and payable by Seller to Buyer under the terms

Exhibit J - 2
and conditions of the Agreement. If Seller fails to pay any Guaranteed Amount as required pursuant to the PPA for five (5) Business Days following Seller’s receipt of Buyer’s written notice of such failure (the “Demand Notice”), then Buyer may elect to exercise its rights under this Guaranty and may make a demand upon Guarantor (a “Payment Demand”) for such unpaid Guaranteed Amount. A Payment Demand shall be in writing and shall reasonably specify in what manner and what amount Seller has failed to pay and an explanation of why such payment is due and owing, with a specific statement that Buyer is requesting that Guarantor pay under this Guaranty. Guarantor shall, within five (5) Business Days following its receipt of the Payment Demand, pay the Guaranteed Amount to Buyer.

3. Scope and Duration of Guaranty. This Guaranty applies only to the Guaranteed Amount. This Guaranty shall continue in full force and effect from the Effective Date until the earlier of the following: (x) all Guaranteed Amounts have been paid in full (whether directly or indirectly through set-off or netting of amounts owed by Buyer to Seller), or (y) replacement Performance Security is provided in an amount and form required by the terms of the PPA.

Further, this Guaranty (a) shall remain in full force and effect without regard to, and shall not be affected or impaired by any invalidity, irregularity or unenforceability in whole or in part of this Guaranty, and (b) subject to the preceding sentence, shall be discharged only by complete performance of the undertakings herein. Without limiting the generality of the foregoing, the obligations of the Guarantor hereunder shall not be released, discharged, or otherwise affected and this Guaranty shall not be invalidated or impaired or otherwise affected for the following reasons:
(i) the extension of time for the payment of any Guaranteed Amount, or (ii) any amendment, modification or other alteration of the PPA, or (iii) any indemnity agreement Seller may have from any party, or (iv) any insurance that may be available to cover any loss, except to the extent insurance proceeds are used to satisfy the Guaranteed Amount, or (v) any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, Seller or any of its assets, including but not limited to any rejection or other discharge of Seller’s obligations under the PPA imposed by any court, trustee or custodian or any similar official or imposed by any law, statue or regulation, in each such event in any such proceeding, or (vi) the release, modification, waiver or failure to pursue or seek relief with respect to any other guaranty, pledge or security device whatsoever, or (vii) any payment to Buyer by Seller that Buyer subsequently returns to Seller pursuant to court order in any bankruptcy or other debtor-relief proceeding, or (viii) those defenses based upon (A) the legal incapacity or lack of power or authority of any person, including Seller and any representative of Seller to enter into the PPA or perform its obligations thereunder, (B) lack of due execution, delivery, validity or enforceability,

Exhibit J - 3
including of the PPA, or (C) Seller’s inability to pay any Guaranteed Amount or perform its obligations under the PPA, or
(ix) any other event or circumstance that may now or hereafter constitute a defense to payment of the Guaranteed Amount, including, without limitation, statute of frauds and accord and satisfaction;
provided that Guarantor reserves the right to assert for itself any defenses, setoffs or counterclaims that Seller is or may be entitled to assert against Buyer (except for such defenses, setoffs or counterclaims that may be asserted by Seller with respect to the PPA, but that are expressly waived under any provision of this Guaranty).

4. Waivers by Guarantor. Guarantor hereby unconditionally waives as a condition precedent to the performance of its obligations hereunder, with the exception of the requirements in Paragraph 2, (a) notice of acceptance, presentment or protest with respect to the Guaranteed Amounts and this Guaranty, (b) notice of any action taken or omitted to be taken by Buyer in reliance hereon, (c) any requirement that Buyer exhaust any right, power or remedy or proceed against Seller under the PPA, and (d) any event, occurrence or other circumstance which might otherwise constitute a legal or equitable discharge of a surety. Without limiting the generality of the foregoing waiver of surety defenses, it is agreed that the occurrence of any one or more of the following shall not affect the liability of Guarantor hereunder:
(i) at any time or from time to time, without notice to Guarantor, the time for payment of any Guaranteed Amount shall be extended, or such performance or compliance shall be waived;
(ii) the obligation to pay any Guaranteed Amount shall be modified, supplemented or amended in any respect in accordance with the terms of the PPA; (iii) (a) sale, transfer or consolidation of Seller into or with any other entity, (b) sale of substantial assets by, or restructuring of the corporate existence of, Seller or (c) change in ownership of any membership interests of, or other ownership interests in, Seller; or (iv) the failure by Buyer or any other person to create, preserve, validate, perfect or protect any security interest granted to, or in favor of, Buyer or any person.

5. Subrogation. Notwithstanding any payments that may be made hereunder by the Guarantor, Guarantor hereby agrees that until the earlier of payment in full of all Guaranteed Amounts or expiration of the Guaranty in accordance with Section 3, it shall not be entitled to, nor shall it seek to, exercise any right or remedy arising by reason of its payment of any Guaranteed Amount under this Guaranty, whether by subrogation or otherwise, against Seller or seek contribution or reimbursement of such payments from Seller.

6. Representations and Warranties. Guarantor hereby represents and warrants that (a) it has all necessary and appropriate limited liability company powers and authority and the legal right to execute and deliver, and perform its obligations under, this Guaranty, (b) this Guaranty constitutes its legal, valid and binding obligations enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium and

Exhibit J - 4
other similar laws affecting enforcement of creditors’ rights or general principles of equity, (c) the execution, delivery and performance of this Guaranty does not and will not contravene Guarantor’s organizational documents, any applicable law or any contractual provisions binding on or affecting Guarantor, (d) there are no actions, suits or proceedings pending before any court, governmental agency or arbitrator, or, to the knowledge of the Guarantor, threatened, against or affecting Guarantor or any of its properties or revenues which may, in any one case or in the aggregate, adversely affect the ability of Guarantor to enter into or perform its obligations under this Guaranty, and (e) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or governmental authority, and no consent of any other Person (including, any stockholder or creditor of the Guarantor), that has not heretofore been obtained is required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty by Guarantor.

7. Notices. Notices under this Guaranty shall be deemed received if sent to the address specified below: (i) on the day received if served by overnight express delivery, and (ii) four business days after mailing if sent by certified, first class mail, return receipt requested. If transmitted by facsimile, such notice shall be deemed received when the confirmation of transmission thereof is received by the party giving the notice. Any party may change its address or facsimile to which notice is given hereunder by providing notice of the same in accordance with this Paragraph 7.

If delivered to Buyer, to it at [____]
Attn: [____]
Fax: [____]
If delivered to Guarantor, to it at [____]
Attn: [____]
Fax: [____]

8. Governing Law and Forum Selection. This Guaranty shall be governed by, and interpreted and construed in accordance with, the laws of the United States and the State of California, excluding choice of law rules. The Parties agree that any suit, action or other legal proceeding by or against any party (or its affiliates or designees) with respect to or arising out of this Guaranty shall be brought in the federal courts of the United States sitting in the County of Monterey, California.

9. Miscellaneous. This Guaranty shall be binding upon Guarantor and its successors and assigns and shall inure to the benefit of Buyer and its successors and permitted assigns pursuant to the PPA. No provision of this Guaranty may be amended or waived except by a written instrument executed by Guarantor and Buyer. This Guaranty is not assignable by Guarantor without the prior written consent of Buyer. No provision of this Guaranty confers, nor is any provision intended to confer, upon any third party (other than Buyer’s successors and permitted assigns) any benefit or right enforceable at the option of that third party. This Guaranty embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings of the parties hereto, verbal or written, relating to the subject matter hereof. If any provision of this Guaranty is determined to be illegal or unenforceable (i) such provision shall be deemed restated in accordance with applicable Laws to

Exhibit J - 5
reflect, as nearly as possible, the original intention of the parties hereto and (ii) such determination shall not affect any other provision of this Guaranty and all other provisions shall remain in full force and effect. This Guaranty may be executed in any number of separate counterparts, each of which when so executed shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Guaranty may be executed and delivered by electronic means with the same force and effect as if the same was a fully executed and delivered original manual counterpart.

10. WAIVER OF JURY TRIAL; JUDICIAL REFERENCE.
(a) JURY WAIVER. EACH PARTY HERETO HEREBY WAIVES, TO THE

FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO

A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING

OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS

CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,

AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR

OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF

LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)

ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED

TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
(b) JUDICIAL REFERENCE. IN THE EVENT ANY LEGAL
PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE “COURT”)

BY OR AGAINST ANY PARTY HERETO IN CONNECTION WITH ANY CONTROVERSY,

DISPUTE OR CLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO

THIS GUARANTY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) (EACH, A “CLAIM”) AND THE WAIVER SET FORTH IN THE PRECEDING

PARAGRAPH IS NOT ENFORCEABLE IN SUCH ACTION OR PROCEEDING, THE PARTIES HERETO AGREE AS FOLLOWS:
(i) ANY CLAIM (INCLUDING BUT NOT LIMITED TO ALL DISCOVERY AND

LAW AND MOTION MATTERS, PRETRIAL MOTIONS, TRIAL MATTERS

AND POST-TRIAL MOTIONS) WILL BE DETERMINED BY A GENERAL

REFERENCE PROCEEDING IN ACCORDANCE WITH THE PROVISIONS
OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1. THE PARTIES INTEND THIS GENERAL REFERENCE AGREEMENT

TO BE SPECIFICALLY ENFORCEABLE IN ACCORDANCE WITH
CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638.
(ii) UPON THE WRITTEN REQUEST OF ANY PARTY, THE PARTIES SHALL

SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE. IF THE PARTIES DO NOT AGREE UPON A REFEREE WITHIN TEN (10) DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY MAY

REQUEST THE COURT TO APPOINT A REFEREE PURSUANT TO
CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B).

Exhibit J - 6
(iii) THE PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED

IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED BY A REFEREE AND NOT BY A JURY.

IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly executed and delivered by its duly authorized representative on the date first above written.

GUARANTOR:
[_______]
By:

Printed Name:

Title:

BUYER:
[_______]
By:

Printed Name:

Title:

By:

Printed Name:

Title:

Exhibit M - 1

EXHIBIT M

FORM OF SELLER COMMERCIAL OPERATION DATE CERTIFICATE
This certification (“Certification”) is delivered by the undersigned (“Authorized Representative”), a duly authorized representative of SunZia Wind PowerCo LLC in connection with that certain Amended and Restated Renewable Power Purchase Agreement dated [DATE] (“Agreement”) by and between SunZia Wind PowerCo LLC (“Seller”) and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

As of [DATE], Authorized Representative hereby certifies and represents to Buyer the following:
(1) The Facility is fully operational, reliable and interconnected, fully integrated and synchronized with the Transmission System.
(2) The Facility’s testing included a performance test demonstrating peak electrical output of no less than of the Guaranteed Capacity for the Facility at the Interconnection Point, as adjusted for ambient conditions on the date of the Facility testing, and such peak electrical output, as adjusted, was [____ MW]. (3) The Participating Transmission Owner has provided documentation supporting full unrestricted release for Commercial Operation on [DATE]. (4) The CAISO has provided notification that the Energy generation from a portion of the Facility that is no smaller than the Guaranteed Capacity may be scheduled into the CAISO markets on an unconditional basis in accordance with the CAISO Tariff and Business Practice Manual(s) as applicable, including the New Resource Implementation process.

EXECUTED by [AUTHORIZED REPRESENTATIVE]
this ________ day of _____________, 20__.

By:

Printed Name:

Title:

Exhibit N - 1

EXHIBIT N

FORM OF LIMITED ASSIGNMENT AGREEMENT
This Limited Assignment Agreement (this “Assignment Agreement” or “Agreement”) is entered into as of [____], 202[_] by and among [____], [____] (“PPA Seller”), Central Coast Community Energy, a California joint powers authority (“PPA Buyer”), and J. Aron & Company LLC, a New York limited liability company (“J. Aron”), and relates to that certain amended and restated power purchase agreement (the “PPA”) between PPA Buyer and PPA Seller as described on Appendix 1. Unless the context otherwise specifies or requires, capitalized terms used but not defined in this Agreement have the meanings set forth in the PPA.

In consideration of the premises above and the mutual covenants and agreements herein set forth, PPA Seller, PPA Buyer and J. Aron (the “Parties” hereto; each is a “Party”) agree as follows:

1. Limited Assignment and Delegation.
(a) PPA Buyer hereby assigns, transfers and conveys to J. Aron all right, title and interest in and to the rights of PPA Buyer under the PPA to receive delivery of the products described on Appendix 1 (the “Assigned Products”) during the Assignment Period (as defined in Appendix 1), as such rights may be limited or further described in the “Further Information” section on Appendix 1 (the “Assigned Product Rights”). All Assigned Products shall be delivered pursuant to the terms and conditions of this Agreement during the Assignment Period as provided in Appendix 1. All other rights of PPA Buyer under the PPA are expressly reserved for PPA Buyer. The Parties agree that the assignment, transfer and/or conveyance of all or any portion of the Assigned Products in accordance with this Agreement and the Parties’ performance of any obligation in accordance with this Agreement shall not constitute a failure to meet the requirements of the PPA, or a breach of any covenant, representation or warranty under the PPA (and in no event shall Seller be responsible for any failure of any portion of the Assigned Products to satisfy the requirements of the PPA, to the extent such failure results from the assignment, transfer and/or conveyance of such Assigned Products in accordance with this Agreement).
(b) PPA Buyer hereby delegates to J. Aron the obligation to pay for all Assigned Products that are actually delivered to J. Aron pursuant to the Assigned Product Rights during the Assignment Period (the “Delivered Product Payment Obligation” and together with the Assigned Product Rights, collectively the “Assigned Rights and Obligations”); provided that (i) all other obligations of PPA Buyer under the PPA are expressly retained by PPA Buyer and PPA Buyer shall be solely responsible for any amounts due to PPA Seller that are not directly related to Assigned Products; and (ii) the Parties acknowledge and agree that PPA Seller will only be obligated to deliver a single consolidated invoice during the Assignment Period (with a copy to J. Aron consistent with Section 1(d) hereof). To the extent J. Aron fails to pay the Delivered Product Payment Obligation by the due date for payment set forth in the PPA, notwithstanding anything in this Agreement to the contrary, PPA Buyer agrees that it remains responsible for such

Exhibit N - 2
payment and that it will be an Event of Default pursuant to Section [__] if PPA Buyer does not make such payment within five (5) Business Days (as defined in the PPA) of receiving notice of such non-payment from PPA Seller, and that PPA Buyer shall remain liable for any and all damages, costs and expenses of Seller associated with J. Aron’s failure to take or pay for any such Product as contemplated by this Agreement. (c) J. Aron hereby accepts and PPA Seller hereby consents and agrees to the assignment, transfer, conveyance and delegation described in clauses (a) and (b) above. (d) All scheduling of Assigned Products and other communications related to the PPA shall take place between PPA Buyer and PPA Seller pursuant to the terms of the PPA; provided that (i) title to Assigned Product will pass from PPA Seller to J. Aron upon delivery by PPA Seller of Assigned Product in accordance with the PPA; (ii) PPA Buyer is hereby authorized by J. Aron and shall act as J. Aron’s agent with regard to scheduling Assigned Product; (iii) PPA Buyer will provide copies to J. Aron of any Notice (as defined in the PPA) of a Force Majeure Event or Event of Default or default, breach or other occurrence that, if not cured within the applicable grace period, could result in an Event of Default contemporaneously upon delivery thereof to PPA Seller and promptly after receipt thereof from PPA Seller; (iv) PPA Seller will provide copies to J. Aron of annual forecasts of Delivered Energy and monthly forecasts of Available Capacity provided pursuant to Section [__] of the PPA; (v) PPA Seller will provide copies to J. Aron of all invoices and supporting data provided to PPA Buyer pursuant to Section [__], provided that any payment adjustments or subsequent reconciliations occurring after the date that is 10 days prior to the payment due date for a monthly invoice, including pursuant to Section [__], will be resolved solely between PPA Buyer and PPA Seller and therefore PPA Seller will not be obligated to deliver copies of any communications relating thereto to J. Aron; and (vi) PPA Buyer and PPA Seller, as applicable, will provide copies to J.

Aron of any other information reasonably requested by J. Aron relating to Assigned Products.
(e) PPA Seller acknowledges that (i) J. Aron intends to immediately transfer title to any Assigned Products received from PPA Seller through one or more intermediaries such that all Assigned Products will be re-delivered to PPA Buyer, and (ii) J. Aron has the right to purchase receivables due from PPA Buyer for any such Assigned Products. To the extent J. Aron purchases any such receivables due from PPA Buyer, J. Aron may transfer such receivables to PPA Seller and apply the face amount thereof as a reduction to any Delivered Product Payment Obligation.
(f) On or before the commencement of the Assignment Period, The Goldman Sachs Group (“Guarantor”), Inc. will issue, in favor of PPA Seller, a guaranty of J. Aron’s payment obligations under this Assignment Agreement substantially in the form of Appendix 3 attached hereto (“Guaranty”).
(g) The Parties acknowledge that the PPA currently provides for net settlement between PPA Seller and PPA Buyer of (a) the Contract Price minus (b) the LMP in the Day-Ahead Market applicable to the Delivery Point for the applicable Settlement Interval; provided,

Exhibit N - 3
that if the LMP in the Day-Ahead Market at the Delivery Point is less than or equal to the Floor Price, then (x) if the LMP in the Real-Time Market at the Delivery Point is greater than or equal to the Floor Price, Buyer shall pay for Delivered Energy and Replacement Energy the difference of (1) the Contract Price minus (2) the LMP in the Real-Time Market at the Delivery Point, or (y) if the LMP in the Real-Time Market at the Delivery Point is less than the Floor Price, Buyer shall pay for Delivered Energy and Replacement Energy (if any) the difference of (1) the Contract Price minus (2) the Floor Price; and provided further, if the applicable calculation set forth in the PPA Section

3.3(a) results in a negative value, Seller shall pay Buyer the absolute value of such result.

During the Assignment Period, the PPA will be amended to provide that such amounts are gross settled through the Custodial Agreement described below. Therefore, during the Assignment Period only, the PPA will be deemed to be amended to provide that:
(i) Paragraphs (a) and (b) of Section 3.3 of the PPA are deleted in their entirety and replaced with the following:
“(a) Subject to Sections 3.3(c) and 3.3(d) of this Section 3.3, (i) for each MWh of Delivered Energy and Replacement Energy in each Settlement Period or Settlement Interval, as applicable, Buyer shall pay Seller the Contract Price; and
(ii) for each MWh of Delivered Energy and Replacement Energy in each Settlement Period or Settlement Interval, as applicable, Seller shall calculate the “Monthly Settlement Amount,” which shall be a single amount due from Seller to Buyer. The Monthly Settlement Amount shall be calculated as the product of the Delivered Energy or Replacement Energy, as applicable, (as measured in MWh) multiplied by the LMP in the Day-Ahead Market at the Delivery Point for such Settlement Period or Settlement Interval, as applicable; provided that if the LMP in the Day-Ahead Market at the Delivery Point for such Settlement Period or Settlement Interval, as applicable, is less than the Floor Price but the LMP in the Real-Time Market at the Delivery Point for such Settlement Period or Settlement Interval, as applicable, is greater than or equal to the Floor Price, then multiplied by the LMP in the Real-Time Market at the Delivery Point; provided, further, that if the LMP at the Delivery Point for such Settlement Period or Settlement Interval, as applicable, in both the Day-Ahead Market and the Real Time Market is less than the Floor Price, then multiplied by the Floor Price.
(b) For each Settlement Interval or Settlement Period, as applicable, subject to Sections

3.3(c) and 3.3(d) of this Section 3.3,
(i) Buyer shall pay Seller the product of (X) the Contract Price and (Y) each MWh of Deemed Delivered Energy applicable to such Settlement Interval or Settlement Period, as applicable, above the Curtailment Cap for the current Contract Year, plus;

Exhibit N - 4
(ii) during the first ten (10) Contract Years, Buyer shall pay Seller the product of (X) the applicable PTC Amount during such calendar month and (Y) each MWh of Deemed Delivered Energy applicable to such Settlement Interval or Settlement Period, as applicable, above the Curtailment Cap for the current Contract Year.
(iii)
(c) Section 8.6 (Netting of Payments) shall not apply with respect to payments due under Section 3.3(a) or Section 3.3(b) of this Section 3.3.” (h) Section 8.1 of the PPA is amended by inserting the following at the end of the section:
“Within five (5) Business Days of receipt of Seller’s invoice as set forth in this Section 8.1, Buyer shall deliver to Seller an invoice for payment of the Monthly Settlement Amount (as set forth in Section 3.3(a)(ii) of this PPA) due to Buyer for the Product, together with reasonably detailed supporting information.” (i) Notwithstanding anything to the contrary in the PPA, all payments due to PPA Seller in respect of Section 3.3(a)(i) or Section 3.3(b) of the PPA will be paid (subject to Section 1(e) above) into the applicable custodial account listed in Appendix 1, which custodial account is established under that certain Custodial Agreement of even date herewith that J. Aron, PPA Buyer and [Custodian]1 have entered into for the administration of payments due hereunder, for payment by [Custodian] to PPA Seller in accordance with the PPA, and all payments due to PPA Buyer in respect of Section 3.3(a)(ii) of the PPA will be paid by PPA Seller into the applicable custodial account listed in Appendix 1.

Notwithstanding the administration of payment obligations by a custodian, PPA Buyer and J. Aron shall be liable for their respective payment obligations for any failure to receive payment from such custodian by the applicable payment due date. (j) The Assigned Prepay Quantity set forth in Appendix 2 relates to obligations by and between J. Aron and PPA Buyer and has no impact on PPA Seller’s rights and obligations under the PPA.

2. Assignment Early Termination.
(a) The Assignment Period may be terminated early upon the occurrence of any of the following:
(1) delivery of a written notice of termination by either J. Aron or PPA Buyer to each of the other Parties hereto;
(2) delivery of a written notice of termination by PPA Seller to each of J. Aron and PPA Buyer following J. Aron’s failure to pay when due any amounts owed to PPA Seller in respect of any Delivered Product Payment Obligation and such failure continues for one business day following receipt by J. Aron of written notice thereof;
1 Details of Custodial Account to be finalized prior to execution.

Exhibit N - 5
(3) delivery of a written notice by PPA Seller if any of the events described in the definition of “Bankrupt” of the PPA occurs with respect to J. Aron; or (4) delivery of a written notice by J. Aron if any of the events described in the definition of “Bankrupt” of the PPA occurs with respect to PPA Seller. (b) The Assignment Period will end at the end of last delivery hour on the date specified in the termination notice provided pursuant to Section 2(a), which date shall not be earlier than the end of the last day of the calendar month in which such notice is delivered if termination is pursuant to clause (a)(1) or (a)(2) above. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the early termination of the Assignment Period, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to J. Aron prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period (c) The Assignment Period will automatically terminate upon the expiration or early termination of the PPA. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the expiration of or early termination of the PPA, provided that (i) J.

Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to J. Aron prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
(d) The Assignment Period will automatically terminate upon delivery by Guarantor of a notice of termination of the Guaranty or if the Guarantor otherwise repudiates, disaffirms, disclaims, or rejects, in whole or in part, or challenges the validity of the Guaranty. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the termination of the Assignment Period, provided that (i) J. Aron shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to J. Aron prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.

3. Representations and Warranties. The PPA Seller and the PPA Buyer represent and warrant to J. Aron that (a) the PPA is in full force and effect; (b) no event or circumstance exists (or would exist with the passage of time or the giving of notice) that would give either of them the right to terminate the PPA or suspend performance thereunder; and (c) all of its obligations under the PPA required to be performed on or before the Assignment Period Start Date have been fulfilled.

4. Notices. Any notice, demand, or request required or authorized by this Assignment Agreement to be given by one Party to another Party shall be delivered in accordance with Section [__] of the PPA and to the addresses of each of PPA Seller and PPA Buyer specified in the PPA. PPA Buyer

Exhibit N - 6
agrees to notify J. Aron of any updates to such notice information, including any updates provided by PPA Seller to PPA Buyer. Notices to J. Aron shall be provided to the following address, as such address may be updated by J. Aron from time to time by notice to the other Parties:

J. Aron & Company LLC
200 West Street
New York, New York 10282-2198
Email: [email protected]

5. Miscellaneous. Sections [__] (Buyer’s Representations and Warranties), [__] (Confidential Information), Sections [__] (Severability), [__] (Counterparts), [__] (Amendments), [__] (No Agency), [__] (Mobile-Sierra), [__] (Counterparts), [__] (Facsimile or Electronic Delivery), Section [__] (Binding Effect) and [__] (No Recourse to Members of Buyer) of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein.

6. U.S. Resolution Stay Provisions.
(a) Recognition of the U.S. Special Resolution Regimes.

1. In the event that J. Aron becomes subject to a proceeding under (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder or (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “U.S. Special Resolution Regime”) the transfer from J.

Aron of this Agreement, and any interest and obligation in or under, and any property securing, this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any interest and obligation in or under, and any property securing, this Agreement were governed by the laws of the United States or a state of the United States.

2. In the event that J. Aron or an Affiliate becomes subject to a proceeding under a U.S.

Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81,

47.2 or 382.1, as applicable and as amended (“Default Right”)) under this Agreement that may be exercised against J. Aron are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
(b) Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry into Insolvency Proceedings. Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that:

1. PPA Seller shall not be permitted to exercise any Default Right with respect to this Agreement or any Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of J. Aron becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an “Insolvency Proceeding”), except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable and as amended; and

Exhibit N - 7

2. Nothing in this Agreement shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of J. Aron becoming subject to an Insolvency Proceeding, unless the transfer would result in Counterparty being the beneficiary of such Affiliate Credit Enhancement in violation of any law applicable to Counterparty.
(c) U.S. Protocol. If PPA Seller adheres to the ISDA 2018 U.S. Resolution Stay Protocol, as published by the International Swaps and Derivatives Association, Inc. as of July 31, 2018 (the “ISDA U.S. Protocol”), after the date of this Agreement, the terms of the ISDA U.S. Protocol will supersede and replace the terms of this Section 6. (d) For purposes of this Section 6:

1. “Affiliate” is defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); and

2. “Credit Enhancement” means any credit enhancement or credit support arrangement in support of the obligations of J. Aron under or with respect to this Agreement, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.

7. Governing Law, Jurisdiction, Waiver of Jury Trial.
(a) Governing Law. This Assignment Agreement and the rights and duties of the parties under this Assignment Agreement will be governed by and construed, enforced and performed in accordance with the laws of the State of [California], without reference to any conflicts of laws provisions that would direct the application of another jurisdiction’s laws; provided, however, that the authority of PPA Buyer to enter into and perform its obligations under this Assignment Agreement shall be determined in accordance with the laws of the State of California.
(b) Jurisdiction. Each party submits to the exclusive jurisdiction of the federal courts of the United States of America for the Northern District of California sitting in the city and county of San Francisco.
(c) Waiver of Right to Trial by Jury. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this assignment agreement.
[Remainder of Page Intentionally Blank]

Exhibit N - 8
IN WITNESS WHEREOF, the Parties have executed this Assignment Agreement effective as of the date first set forth above.
[PPA SELLER]
By:

Name:

Title:

CENTRAL COAST COMMUNITY ENERGY
By:

Name:

Title:

J. ARON & COMPANY LLC
By:

Name:

Title:

Execution and delivery of the foregoing Assignment Agreement is hereby approved.

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY
By:

Name:

Title:

Exhibit N - 9
Appendix 1
Assigned Rights and Obligations
PPA: “PPA” means that certain Amended and Restated Power Purchase and Sale Agreement dated [____], by and between Central Coast Community Energy and [____],as amended from time to time.
“Assignment Period” means the period beginning on [___________] and extending until [___________], provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 2 of the Assignment Agreement and (ii) the end of the Delivery Term under the PPA; provided that applicable provisions of this Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obligations or responsibilities of the Parties arising prior to the termination.

Assigned Product: “Assigned Products” includes all (i) Energy and (ii) Green Attributes (PCC1) produced by the Facility.

Custodial Account for Administration of Payments under Section 1(g):
[____]
[____]
[____]2
Further Information: PPA Seller shall continue to transfer the WREGIS Certificates associated with all Renewable Energy Credits corresponding to all Delivered Energy under the PPA pursuant to Section [__] of the PPA, provided that the transferee of such WREGIS Certificates may be changed from time to time in accordance with the written instructions of both J. Aron and Central Coast Community Energy upon twenty (20) Business Days’ notice, which change shall be effective as of the first day of the next calendar month, unless otherwise agreed. All Assigned Product delivered by PPA Seller to J. Aron shall be a sale made at wholesale, with J. Aron reselling all such Assigned Product.
2 NTD: Custodial account details to be listed.

Exhibit N - 10
Appendix 2
Assigned Prepay Quantity
[NOTE: To be set forth in a monthly volume schedule.]

Exhibit N - 11
Appendix 3
Form of GSG Guaranty
, 202[__]
NAME

ADDRESS
Attention:

Ladies and Gentlemen:

For value received, The Goldman Sachs Group, Inc. (the “Guarantor”), a corporation duly organized under the laws of the State of Delaware, hereby unconditionally guarantees the prompt and complete payment when due, whether by acceleration or otherwise, of all obligations and liabilities, whether now in existence or hereafter arising, of J. Aron & Company LLC, a subsidiary of the Guarantor and a limited liability company duly organized under the laws of the State of New York (the “Company”), to COUNTERPARTY NAME (the “Counterparty”) arising out of or under the Limited Assignment Agreement among the Company, the Counterparty and Central Coast Community Energy dated as of [ ], 202[_]. This Guaranty is one of payment and not of collection.

The Guarantor hereby waives notice of acceptance of this Guaranty and notice of any obligation or liability to which it may apply, and waives presentment, demand for payment, protest, notice of dishonor or non-payment of any such obligation or liability, suit or the taking of other action by Counterparty against, and any other notice to, the Company, the Guarantor or others.

Counterparty may at any time and from time to time without notice to or consent of the Guarantor and without impairing or releasing the obligations of the Guarantor hereunder: (1) agree with the Company to make any change in the terms of any obligation or liability of the Company to Counterparty, (2) take or fail to take any action of any kind in respect of any security for any obligation or liability of the Company to Counterparty, (3) exercise or refrain from exercising any rights against the Company or others, or (4) compromise or subordinate any obligation or liability of the Company to Counterparty including any security therefor. Any other suretyship defenses are hereby waived by the Guarantor.

This Guaranty shall continue in full force and effect until the opening of business on the fifth business day after Counterparty receives written notice of termination from the Guarantor. It is understood and agreed, however, that notwithstanding any such termination this Guaranty shall continue in full force and effect with respect to the obligations and liabilities set forth above which shall have been incurred prior to such termination.

The Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the guaranteed obligations,

Exhibit N - 12
or interest thereon is rescinded or must otherwise be restored or returned by the Counterparty upon the bankruptcy, insolvency, dissolution or reorganization of the Company. No failure on the part of the Counterparty to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Counterparty of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Notwithstanding anything in this Guaranty to the contrary, this Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time, either before or after the termination hereof, payment of the obligations or liabilities guaranteed pursuant to this Guaranty, or any part thereof, is rescinded or must otherwise be returned by Counterparty for any reason, including without limitation upon the insolvency, bankruptcy or reorganization of the Company or the Guarantor, all as though such payment had not been made.

Except as to applicable statutes of limitation, Guarantor hereby agrees that no delay of Counterparty in the exercise of, or failure to exercise, any rights hereunder shall operate as a waiver of such rights, a waiver of any other rights or a release of Guarantor from any obligations hereunder.

No term or provision of this Guaranty shall be amended, modified, altered, waived or supplemented except in a writing signed by Guarantor and Counterparty.

The Guarantor hereby represents as follows:
(a) The Guarantor is duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full power and authority to execute and deliver this Guaranty. (b) The execution and delivery of this Guaranty have been and remain duly authorized by all necessary action and do not contravene any provision of the Guarantor's certificate of incorporation or by-laws, as amended to date, or any law, regulation, decree, order, judgment, resolution or any contractual restriction binding on the Guarantor or its assets that could affect, in a materially adverse manner, the ability of the Guarantor to perform any of its obligations hereunder. (c) All consents, licenses, clearances, authorizations, and approvals of, and registration and declarations with, any governmental or regulatory authority necessary for the due execution and delivery of this Guaranty have been obtained and remain in full force and effect and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental or regulatory authority is required in connection with the execution or delivery of this Guaranty.
(d) This Guaranty constitutes the legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with all of its terms and conditions (subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally). The enforceability of the Guarantor’s obligations is also subject to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

The Guarantor may not assign its rights nor delegate its obligations under this Guaranty, in whole or in part, without prior written consent of the Counterparty, and any purported assignment or

Exhibit N - 13
delegation absent such consent is void, except for (i) an assignment and delegation of all of the Guarantor’s rights and obligations hereunder in whatever form the Guarantor determines may be appropriate to a partnership, corporation, trust or other organization in whatever form that succeeds to all or substantially all of the Guarantor’s assets and business and that assumes such obligations by contract, operation of law or otherwise, and (ii) the Guarantor may transfer this Guaranty or any interest or obligation of the Guarantor in or under this Guaranty, or any property securing this Guaranty, to another entity as transferee as part of the resolution, restructuring or reorganization of the Guarantor upon or following the Guarantor becoming subject to a receivership, insolvency, liquidation, resolution or similar proceeding. Upon any such delegation and assumption or transfer of obligations, the Guarantor shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption or transfer.

THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE

WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. GUARANTOR AGREES TO THE

EXCLUSIVE JURISDICTION OF COURTS LOCATED IN THE STATE OF NEW YORK,

UNITED STATES OF AMERICA, OVER ANY DISPUTES ARISING UNDER OR RELATING TO THIS GUARANTY.

In the event the Guarantor becomes subject to a proceeding under the Federal Deposit Insurance Act or Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together, the "U.S. Special Resolution Regimes"), the transfer of this Guaranty, and any interest and obligation in or under, and any property securing, this Guaranty, from the Guarantor will be effective to the same extent as the transfer would be effective under such U.S. Special Resolution Regime if this Guaranty, and any interest and obligation in or under this Guaranty, were governed by the laws of the United States or a state of the United States.

In the event the Company or the Guarantor, or any of their affiliates, becomes subject to a U.S. Special Resolution Regime, default rights against the Company or the Guarantor with respect to this Guaranty are permitted to be exercised to no greater extent than such default rights could be exercised under such U.S. Special Resolution Regime if this Guaranty was governed by the laws of the United States or a state of the United States.

Very truly yours,
THE GOLDMAN SACHS GROUP, INC.

By:

Authorized Officer

DRAFT
1 FIRST AMENDMENT TO AMENDED AND RESTATED RENEWABLE POWER

PURCHASE AND SALE AGREEMENT
This First Amendment to Amended and Restated Renewable Power Purchase and Sale Agreement (“First Amendment”) is made as of [____], 2025 (“Execution Date”) by and between SunZia Wind PowerCo LLC, a Delaware limited liability company (“Seller”) and Central Coast Community Energy, a California joint powers authority (“Buyer”). Buyer and Seller are Parties to that certain Amended and Restated Renewable Power Purchase and Sale Agreement, dated November 22, 2024 (“Agreement”). Capitalized terms used but not defined herein shall take their meaning from the Agreement.

RECITALS
WHEREAS, the Parties have heretofore entered into the Agreement; WHEREAS, Seller has negotiated the option to operate the wind turbines to be used at SunZia Wind South at a nameplate capacity of 3.8 MW each, instead of at the nameplate capacity of 3.6 MW each as originally contemplated under the supply agreement with its manufacturer; and WHEREAS, the Parties wish to amend the Agreement to provide that Seller may exercise the option referred to above on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this First Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.

AGREEMENT
I. Amendments to Agreement.

1. Section 1.1 of the Agreement is hereby amended by adding the below terms in the appropriate alphabetical order:
“Capacity Increase Deadline” has the meaning set forth in Section 4.9. “South Turbine Uprate” means the option, negotiated by Seller, to operate the wind turbines to be used at SunZia Wind South at a nameplate capacity of 3.8 MW each, instead of at the nameplate capacity of 3.6 MW each as originally contemplated under the supply agreement with the manufacturer of such wind turbines. “South Turbine Uprate Notice” has the meaning set forth in Section 4.9.

2. The Agreement is hereby amended by adding the below new Section 4.9 in the appropriate numerical order:

4.9. Modification of Installed Capacity. Notwithstanding anything else in this Agreement, at any time prior October 31, 2025 (“Capacity Increase Deadline”),

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Seller shall have the option to exercise the South Turbine Uprate and increase the maximum Installed Capacity of the Facility listed on the Cover Sheet of this Agreement to be an amount up to 3,651 MW. Seller shall deliver Notice to Buyer of its election to exercise the South Turbine Uprate no later than the Capacity Increase Deadline, which Notice shall include the information set forth in the following sentence (“South Turbine Uprate Notice”). Upon receipt of the South Turbine Uprate Notice by Buyer, this Agreement shall be deemed automatically amended by replacing the text “3,515 MW” in the section “Description of Facility” on the Cover Sheet of this Agreement with the maximum Installed Capacity amount set forth in the South Turbine Uprate Notice, which amount shall not exceed 3,651 MW.

II. Miscellaneous.

1. Reservation of Rights. Each of the Parties expressly reserves all of its respective rights and remedies under the Agreement.

2. Effect of First Amendment. The Agreement, as modified by this First Amendment, remains in effect in accordance with its terms. If there is any conflict between the Agreement and this First Amendment, this First Amendment shall control.

3. Entire Agreement. This First Amendment along with the Agreement constitutes the entire agreement between the Parties relating to the subject matter thereof and shall supersede all other prior and contemporaneous understandings or agreements, both written and oral, between the Parties relating to the subject matter thereof.

4. Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the State of California notwithstanding its conflict of laws rules or any principles that would trigger the application of any other law.

5. Successors and Assigns. This First Amendment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

6. Authorized Signatures; Notices. Each Party represents and warrants that the person who signs below on behalf of that Party has authority to execute this First Amendment on behalf of such Party and to bind such Party to this First Amendment. Any written notice required to be given under the terms of this First Amendment shall be given in accordance with the terms of the Agreement.

7. Effective Date. This First Amendment shall be deemed effective as of the Execution Date.

8. Captions; Construction. The headings used for the sections and articles herein are for convenience and reference purposes only and shall in no way affect the meaning or interpretation of the provisions of this First Amendment. Any term and provision of this First Amendment shall be construed simply according to its fair meaning and not strictly for or against any Party. The

-3-
Parties collectively have prepared this First Amendment, and none of the provisions hereof shall be construed against one Party on the ground that such Party is the author of this First Amendment or any part hereof.

9. Counterparts. This First Amendment may be executed in one or more counterparts and by different Parties on separate counterparts, all of which shall be deemed one and the same agreement and each of which shall be deemed an original. Delivery of an executed counterpart of this First Amendment by fax or other electronic means shall be deemed as effective as delivery of an originally executed counterpart. Any Party delivering an executed counterpart of this First Amendment by facsimile or other electronic means shall also deliver an originally executed counterpart, but the failure of any Party to deliver an originally executed counterpart of this First Amendment shall not affect the validity or effectiveness of this First Amendment.

10. Any Amendments or Modifications. This First Amendment may only be amended or modified in writing signed by each of the Parties.
[Signatures appear on the following page.]

[Signature Page to First Amendment to 3CE Amended and Restated Renewable Power Purchase and Sale Agreement]
IN WITNESS WHEREOF, each of the Parties have caused this First Amendment to the Agreement to be duly executed as of the Execution Date.

SunZia Wind PowerCo LLC,
a Delaware limited liability company
Central Coast Community Energy,
a California joint powers authority
By:

Name:

Title:

By:

Name:

Title:

Staff Report Item 3
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Leonardo Kim, Director of Power Supply
SUBJECT: Approve and authorize the CEO to execute Task Order 2 with The Energy Authority (TEA) for $35,000 for the Preparation of the Integrated Resource Plan (IRP) Load Forecast in Compliance with California Public Utilities Commission’s (CPUC) IRP Program
DATE: May 14, 2024
RECOMMENDATION:

Approve and authorize the CEO to execute Task Order 2 with TEA for $35,000 for the Preparation of the Integrated Resource Plan (IRP) Load Forecast in Compliance with CPUC’s IRP Program.

BACKGROUND:

The CPUC’s IRP Program sets electricity resource planning targets and ensures California has a safe, reliable, and cost-effective electricity supply. It is a process for integrated resource planning that will ensure that load serving entities (LSEs) meet targets that allow the electricity sector to contribute to California’s economy-wide greenhouse gas emissions reductions goals, such as RPS Plans.

The IRP uses the California Energy Commissions’ (CEC) Integrated Energy Policy Report (IEPR) load forecast in its process to determine planning targets for procurement. This load forecast includes assumptions for various macroeconomic factors such as transportation and building electrification load growth. The IRP process includes an opportunity to use 3CE’s own load forecast, replacing the CEC’s load forecast, with a justification supported by data and methodology. This load forecast will be used for portfolio modeling, which begins in early June.

DISCUSSION/ANALYSIS:

Since the IRP is used to set various procurement targets for CPUC programs, such as the Renewable Portfolio Standard (RPS Plan), accuracy is paramount. However, 3CE’s service area is very different from

other parts of the state due to the coastal climate. New service areas and more uncertainty around EV adoption, building electrification, and data center growth create additional challenges to developing an accurate load forecast.

The staff has determined that engaging TEA to develop this 10-year forecast is in the best interest of 3CE as it will be more robust and beneficial to producing a more accurate forecast, which will be used for portfolio modeling purposes as part of the IRP. TEA’s service to develop this 10-year load forecast will consider various macroeconomic factors, demographic changes, technological advancements, seasonality, and regulatory policies. TEA will analyze trends and patterns influencing energy consumption over an extended period and incorporates factors beyond daily or seasonal variations. In addition to historical load data, this 10-year load forecast will factor in economic indicators, population growth rates, energy efficiency, EV adoption rates, and data center load growth projections to estimate future demand trends. TEA’s work product will include a white paper detailing methodology and results, which will help provide justification and support for the filing. This understanding of customer load will play a critical role in determining 3CE’s procurement strategy to meet its 100% clean energy goal. 3CE is currently under contract with TEA for scheduling coordinator and CRR management services in the CAISO market. This was defined in the original Task Order (attached). The scope of Task Order 2 is not covered by the original contract and is for a one-time service to be delivered by June 1, 2025.

FISCAL IMPACT:

TEA’s annual contract is typically $316,559 per year and was originally executed in 2017. The fiscal impact of the proposed Task Order 2 for TEA’s load forecasting services is a one-time amount not to exceed $35,000. This would augment the TEA contract to a total of $351,559 for 2024-25.

CONCLUSION:

TEA’s expertise will produce a more defensible load forecast for the IRP filing and will help lower costs for 3CE customers. 3CE recommends approval of this Task Order.

ATTACHMENT(S):

1. Task Order 2 between 3CE and TEA

2. TEA original contract as approved and executed in 2017

3. Original Task Order between 3CE and TEA

Task Order 2
Long-Term Econometric Load Forecasting Services
This Task Order 2 (“Task Order 2”), effective as of May 15, 2025 (the “Task Order 2 Effective Date”), is entered into by and between The Energy Authority, Inc., a Georgia non-profit corporation (“TEA”), and Central Coast Community Energy (formerly known as Monterey Bay Community Power Authority) (“Client” or “3CE”) and is made part of and subject to all terms and conditions of the Resource Management Agreement between TEA and Client dated December 18, 2017 (“RMA”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the RMA.

Recitals
WHEREAS, the Client desires that TEA perform an econometric long term load forecast of its total retail demand;
WHEREAS, TEA desires to perform the requested Services; NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Terms and Conditions
Section 1. Scope of Services. Pursuant to the terms of this Task Order 2, TEA shall provide Client with the following Services:

I. Summary of Services. TEA will develop a 10-year econometric load forecast to support Client’s load forecast needs. This work will include:
a. Kick-off meeting
b. Development of dataset of 20 – 30 years of hourly historical temperatures within 3CE service territory
c. Load forecast modeling
i. Long-term econometric load forecast (hourly/monthly/annually for 10 years)
ii. Incorporation of electric vehicle (EV) growth assumptions (hourly/monthly/annually for 10 years
iii. Other load assumptions (e.g. demand-side management (DSM), distributed energy resources (DERs), electrification, etc.) (hourly/monthly/annually for 10 years)
d. Scenarios review meeting
e. Scenario analysis breakdown (hourly/monthly/annually for 10 years)

f. White paper detailing modeling approach and client load results g. Final project review meeting
II. Major Components.

TEA will collaborate with Client staff to gather the data needed to maintain the model. The Client agrees to provide any requested information, including the following:

A. Gather Data
• Historical load data
o Total energy usage
 Hourly granularity
 Separated by rate class
 At least ten (10) years or as available
• Historical customer data
o Total number of customers
 Granularity as available
 Separated by rate class
 At least ten (10) years or as available
o Historical number of annual connections for electrical service o Historical number of annual departures from Client services • Forecast load growth
o Best available Client provided information on new commercial and industrial customers
• Retail rate data (If this data is not available, or not relevant, it can be excluded from the model)
o Historical rates
 Annual granularity
 At least ten (10) years or as available
o Forecast of future rates
 Annual granularity
B. Data Validation and Analysis. TEA will analyze and validate the data collected from the Client. TEA will maintain the econometric forecast using R software and the latest Woods & Poole, or other identified and agreed upon, economic forecast for 3CE’s service territory.

C. Forecast Acceptance & Support. As needed, TEA will (i) set up a meeting with Client staff to review modeling assumptions and output, (ii) document any new requirements resulting from meeting discussions, and (iii) incorporate changes into the model. TEA will maintain a methodology document that will be provided to Client staff. TEA’s analysts will be available to explain model methods to Client stakeholders.

D. Report Customization. TEA will collaborate with Client staff to configure report output from the model so that it can easily be integrated with the Client’s internal processes.

E. Software Tools & Business Systems. TEA will use various tools, which may include statistical analysis software and an economic forecasting service to create the forecast.

G. TEA Staff. TEA will use staff from its Analytics Department to perform the work described in this Task Order 2.

Section 2. Term of Task Order 2. The term of this Task Order 2 shall commence on the Task Order 2 Effective Date and shall continue until the earlier of (i) June 30, 2025, or (ii) the date on which all Services have been delivered by TEA hereunder and all fees related to such Services under this Task Order 2 have been paid to TEA by Client, unless otherwise terminated or extended in writing by an authorized representative of each Party.

The Parties acknowledge that the Client’s target delivery date for Services is June 1, 2025, to allow time for subsequent modeling efforts by third-party consultants. TEA shall use commercially reasonable efforts to meet the June 1, 2025 target delivery date.

Section 3. Compensation for Services. As compensation for TEA providing the Services described in Section 1 of this Task Order 2, Client will pay TEA a fixed fee of $27,000 upon the completion of Services (“Fixed Fee”).

Client shall also be responsible for all reasonable, out-of-pocket expenses, including reasonable travel and accommodation expenses, incurred by TEA at no mark-up; provided, notwithstanding anything to the contrary in the RMA, the total Compensation paid under this Task Order 2, inclusive of the Fixed Fee, all Expenses, and Additional Services (as set forth in Section 4), shall not exceed $35,000 without the prior written approval of Client.

Section 4. Additional Services and Billing Rates. Client may request that TEA provide Services under this Task Order 2 that are in addition to those Services described in Section 1 of this this Task Order 2 (“Additional Services”). Upon mutual agreement of the Parties, TEA shall provide Additional Services to Client based on hourly rates for actual Additional Services performed, as set forth in the table below.

TEA 2025 Billing Rates
Job/Group
Billing Rate
($/hour)
Principal Consultant $450
Senior Consultant/Project Manager $345
Consultant $255
Analyst $190
Clerical $120

Section 5. Billing and Payment. TEA shall invoice Client for the Services and any Additional Services provided pursuant to this Task Order 2. Unless otherwise instructed on an invoice, payment for all invoices shall be made by Client to TEA via electronic funds transfer or to the following address:

The Energy Authority, Inc.
1301 Riverplace Boulevard, Suite 2700
Jacksonville, Florida 32207
Attention: Accounts Payable Department
Section 6. Headings. Headings or captions contained in this Task Order 2 are solely for the convenience of the Parties and shall not affect the construction or interpretation of any of the provisions of this Task Order 2.

Section 7. Counterparts and Electronic Signatures. This Task Order 2 may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. The delivery of this Task Order 2 by electronic mail or other means of electronic transmission with an electronic signature in PDF or other manually acceptable digital format (e.g., DocuSign or Adobe Sign) by either Party’s authorized representative shall be deemed an original for execution and enforcement of this Task Order 2.

Section 8 Amendment. This Task Order 2 may only be amended by an instrument in writing signed by an authorized representative of each Party.

Section 9 Data Transparency and Deliverables. TEA shall provide Client with access to all raw data used in the development of the econometric load forecast model upon request. Such data includes, but is not limited to, weather datasets, economic indicators, electric vehicle (EV) adoption assumptions, distributed energy resource (DER) projections, electrification assumptions, and any underlying inputs of data sources incorporated into the forecast.

IN WITNESS WHEREOF, the Parties hereto have caused this Task Order 2 to be executed by their respective authorized representatives to be effective as of the date first above written.

The Energy Authority, Inc. Central Coast Community Energy By: _________________________________
Name: Joanie Teofilo
Title: President and CEO
By: _________________________________
Name:

Title:

TEA Task Order for
Scheduling Coordinator and
CRR Management Services
TEA and MBCP agree that the following terms and conditions constitute the Task Order for Scheduling Coordinator and Congestion Revenue Rights ("CRR") Management Services (the "Task Order" ). TEA and MBCP are sometimes referred to herein individually as a " Paity," or collectively as the " Parties."
Section 1 Scope of Services for Operational Services.

During the term of this Task Order, TEA shall provide to MBCP ce1tain program operation services (hereinafter, the "Operational Services" or " Program Operations") as more pa1t icularly described herein.

For purposes of this Task Order, the Operational Services provided by TEA are separated into and described in Section 1.1 (Power Purchases and Polic ies), Section 1.2 (Program Administration and Compliance), and Section 1.3 (Suppo1t Tasks).

Section 1.1 Power Purchases.

Subject to the Resource Management Agreement ("RMA") between the Parties, TEA shall provide Scheduling Coordinator services on behalfofMBCP with TEA acting as principal in the Transactions with CAISO. "Transaction" means the purchase and sale of electricity products, including energy and ancillary services.

Section 1.2 Program Administration and Compliance.

1.2.1 Regulatory and CAISO Compliance.

TEA will follow CAISO market trends, issues and rules changes, and provide a summary to MBCP of any issues or rules that TEA believes may impact MBCP's operations, including procurement dec isions.

TEA will perform a cross audit of supplier resource adequacy (" RA") pla ns on a monthly basis. As Scheduling Coordinator (as defined by CAISO), TEA will collect all RA Supply Plans from the market and will settle any disputes in the RA showings with the supplier, CAISO and/o r CPUC, as needed. This process is repeated monthly. As the SC, TEA will also perform the same cross aud it fu nction for the annual RA plan.

As needed, TEA will also make data ava ilable to MBCP from its system(s) of record that is useful for preparing pottfolio compliance reports such as Power Content Label Reporting and RPS Compliance Reporting.

1.2.2 This section reserved.

1.2.3 This section reserved.

1.2.4 Accounting Services.

During the term of this Task Order, TEA will support MBCP by provid ing requested MBCP data and in formation in the possession of TEA necessary related to Operationa l Services for financial accounting, settlement, MBCP aud its, or to support ongoing MBCP operations.

1.2.5 Wholesale Power Procurement Operations.

Task Order, Page I
RESOURCE MANAGEMENT AGREEMENT BETWEEN THE ENERGY AUTI IORITY. INC. AND MONTEREY 13A Y COMMUNITY POWER l'ropnc!IOJJ' nnd ( 'rmfidl'l/110/

TEA will be the Scheduling Coordinator (''SC") in the CAISO market and will provide the following activities while performing its duties and responsibilities as SC on MBCP's behalf:
• Maintain credit facilities with CAISO. Subject to the requirements of Section 2 contained herein, TEA will maintain credit with the CAISO sufficient to make payments to, and rece ive payments from, the CAISO on MBCP's behalf.
• Provide daily forecast of MBCP hourly loads. Each business day, TEA will generate an hourly forecast of loads for the next 7 days for M BCP.
• Submit demand bids to Day Ahead ("DA") market. TEA will submit Demand Bids to the CAISO Day Ahead Market to meet MBCP's forecasted load requirements. TEA will monitor and compare Demand Bid information resident in the CAISO portal with submitted information and use commercially reasonable efforts to validate Day Ahead market data s ubmissions. • Submit supply bids to DA market (both economic and self-schedule). To the extent that MBCP directly enters into agreements with power suppliers or generators ("MBCP Counterparties") to acqu ire the output ofa specific generating resource, TEA will provide the scheduling and settlement activities required to schedule MBCP's supply agreements with CAISO. For any supply agreements linked to a spec ific generation source, MBCP will require MBCP Counterparties to provide TEA with a forecast of expected hourly generation levels, and re lated information, that TEA will use in submitting Day-Ahead supply offers to CAISO. • Register and maintain Commercial Model and Resource Adequacy ("RA"). TEA shall assist MBCP in identifyi ng MBCP's information required to register and mainta in MBCP's assets, if any, in the CAISO commercial model. TEA shall assist MBCP in identifying MBCP's information required to comply with CAISO's resource adequacy requirements in accordance with Section 40 of the Tariff.
• Settlement validation and allocation of costs. TEA sha ll use reasonable e fforts to validate CAI SO invoices. Should TEA and MBCP elect to dispute a CAISO invoice amount, TEA will file an initia l dispute with CAI SO pursuant to the CAI SO tariff. Once a dispute determination has been made by CAJSO, further appeals or action from TEA on MBCP's behalf would be provided as requested and paid for by MBCP on a time and materials basis using the billing rates provided in Section 8 herein.
• CRR bid strategy development and implementation. Unless otherwise directed by MBCP, TEA will manage the annual CRR nomination and a llocation process on behalf of MBCP. Annually, TEA will provide MBCP with an estimate of the dollar value of the potential CRRs based upon historic and forecasted Locational Marginal Prices for the source and sink pric ing nodes associated with the applicable source and load pricing nodes, and TEA will consult with MBCP to select the CRRs to nominate. Selection of any C RRs to nominate will be at MBC P's sole discretion. TEA will nominate any CRRs selected by MBCP and TEA will notify MBCP of the CRRs awarded to TEA for MBCP's account. TEA will review the settlement statements and invoices associated with the CRRs for accuracy.
• Perform Additional Tasks. In addition to the above, TEA will provide the following:
o Import schedule, as required, including preparing e-tags. o Coordination of unit outages with generation operators and CA ISO. o IST for system power and ancillary services transactions.

Task Order, Page 2
RE~OURCE MANAGEM ENT AGREEM ENT BETWEEN Tl IE ENERGY AUTHORITY. INC. AND MONTEREY DAY COMMUNITY POWER /-'ropru.:tmJ' am/ ( ·w,fidcmwl

o Assist with managing MBCP's net open position for the current month, including advising MBCP on market conditions, and if requested by MBCP, transacting as age111, using credit and contract arrangements between MBCP and its counterparties, to balance loads and resources for the current month.

1.2.6 This section reserved.

1.2.7 This section reserved.

1.2.8 Assisting with Continual Risk Management.

TEA will assist MBCP in establishing a formal framework for performing continual risk management that will be memorialized through a MBCP Board of Directors-approved risk management policy and procedures document. TEA will also assist MBCP in drafting risk reporting requirements.

Section 1.3 Additional Services and Support Tasks.

Upon request of MBCP, TEA will provide additional services, which may include the following:
• TEA will be available on a monthly basis for a meeting with MBCP during which time CCA-related risks are reviewed, discussed, and as appropriate, risk mitigatio n strategies are reviewed and approved by MBCP.
• TEA will participate in MBCP Board and other community meetings involving the services being provided under this Task Order, as necessa1y.
• TEA will provide assistance with negotiations and contracting with ex1st111g or new local generation facilities, including direct MBCP Counterparties, if any, w hich MBCP may elect to pursue.

Section 2. Credit Support and Credit Solution.

During the Initial Term of this Task Order, MBCP will acquire and provide credit suppo1t for power transactions, ancillary services, and related attributes (he reinafter, "CAI SO Transactions") made by TEA on behalf of MBCP through CAISO. Notwithstanding the foregoing, and subject to the requirements described be low, TEA will, during the Initial Term of this Task Order, prov ide a credit solution (a "Credit Solution") to enable MBCP to transact in CAISO markets, for the procurement of power and re lated attributes on behalf of its MBCP Members, subject to the conditions contained herein. TEA is prepared to suppo1t MBCP's initia l financial requirements through the fo llowing methods:
• MBCP will not be obligated to begin paying Operational Service Fees (as de fined herein) until 60 days after the program launch date, which is targeted to be in March 20 18 (hereinafter, the "Power Stait Date" );
• TEA will maintain credit requirements with CAISO up to the CAISO Monthly Threshold (as defined herein), throughout the term of the RMA;
• The net o pen energy position that MBCP directs or authorizes T EA to procure from CAISO day-ahead and real-time energy markets may not exceed ten percent ( 10%) (the "CAISO Monthly Threshold") of forecast volumes for any month.

Task Order, Page 3
RESOURCE MANAGEMENT AGREEMENT BETWEEN TIIE ENERGY AUTHORITY, INC. AND MONTEREY BAY COMMUNITY POWER l'rvpnetm:v mu/ Crmficlew,al

This Credit Solution is subject to MBCP meeting ce1tain obligations, as mo re paiticularly described in Section 2. 1, contained herein.

Section 2.1 Payment and Other Obligations.

During the term of this Task Order:
(I) MBCP agrees to pay current all ongo ing energy purchases from CAISO made by TEA as SC only o n behalf of MBCP, as more particularly descri bed in Section 7 herein. (2) Prior to T EA 's participation in CAI SO on behalf o f MBCP, and as requested by TEA, MBCP will timely delive r or otherwise provide financial in formation, bank statements, or other financial records evidencing MBCP's ability to meet its sho1t term fi nancial obligations, as may be necessary in the j udgment of TEA ("Credit Verification").
(3) Unless otherwise agreed to by the Patties, MBCP is responsible for fund ing the CAISO CRR minimum deposit requirement, if any, directly with CA ISO. (4) MBC P may be requested by TEA to provide credit enhancement to support certain CAISO Transactio ns not meeting the Credit Solution conditions described in the first paragraph of Section 2.

Section 2.2 This section reserved.

Section 3.

Section 3.1
Term and Termination of this Task Order.

Term of Task Order.

Operational Services provided under this Task Order shall commence on the_ day of Decembe r, 20 17 (the "Effective Date" ) and shall continue until the end of the Initial Tenn (as defined in RMA Section

3.1 ). Afte r the Initial Term, this Tas k Order shall renew on an annual basis (each a " Renewal Term"), unless and until terminated pursuant to Section 3 .2 herein.

Section 3.2 Termination.

Either Party may terminate this Task Order by (i) providing notice of termination at least one hundred eighty ( 180) days prior to the end of the Initial Term or any Renewal Term for te rmination effective on the last day of such term, or (ii) pursuant to the te rms of RMA Section 30 (" Default" ).

Section 4. Compensation for Services Provided in this Task Order.

Section 4.1 Compensation for Services.

4.1.1 Operational Services.

For the Operationa l Services defined in Sections I. I and 1.2 of this Task Orde r, MBCP shall pay to T EA the amount of twenty-four thousand five hundred eighty-three dollars ($24,583) per month (the "Operational Service Fee" ).

4.1.2 This section reserved.

4.1.3 This section reserved.

Task Order, Page 4
RESOURCE MANAGEMENT AGREEMENT BETWEEN Tl-IE ENERGY AUTHORITY. INC. AND MONTEREY 0AY COMMUNITY POWl:R J'ropnc/01:,1 c11ul Cm,ji,le,11,al

4.1.4 Hourly Rate.

For add itional services defined in Section 1.3 or not provided for in this Task Order and requested by MBCP, MBCP shall pay TEA on a time and materials basis using an hourly billing rate, as more particularly described in Section 8 herein.

4.1.5 MBCP Power Obligations and Fee Esca_Iation.

MBCP obligations to pay TEA for power procurement on behalf of MBC P ("Power Obligations" ) are separate from any Operational Service Fees owed to TEA for TEA Services. Unless otherwise agreed to by the Parties, beginning with the first Renewa l Term the base amount of the Operational Service Fee sha ll be calculated as if the Escalation Rate (as defined below) had been in place during each year of the Initia l Term of the RMA. During each Renewal Term of the RMA and this Task Order, compensation and Operationa l Service Fees owed to TEA will be adj usted on an annual basis by the greater of (i) 3% or (ii) the U.S. Government Consumer Price Index for All Urban Consumers (the "C PI-U") (the "Escalation Rate").

Section 5. Controlling Terms and Conditions.

The provisions of this Task Order are subject to the Terms and Conditions of the RMA between the Parties. If any provisions of this Task Order conflict with any provisions in the RMA, the provisions of the RMA shall take precedence. Capitalized terms found in this Task Order, and not defined herein, shall have the meaning assigned to such terms in the RMA.

Section 6. Expenses and Reimbursement.

Actua l out-of-pocket expenses for travel and patticipation in on-site meetings are in addition to the compensation outlined in Sections I and 4 of this Task Order. Trave l costs such as a irfare, hotel, ground transportation, per diem or meals (hereinafter, "Expenses") will be billed in the amount incurred by TEA for actual out-of-pocket cost, without any additional mark-up by TEA. Any Expenses incurred shall be billed for the month in which the Expenses are incurred. Air travel will be purchased at coach class fares, with advance purchase discounted tickets used when scheduling permits. Expense reports detailing all Expenses, along with receipts, will be presented to MBCP for reimbursement.

Section 7.

Section 7.1
Settlement, Billing, and Payment Tenns.

CAISO Settlement, Billing, and Payments.

TEA shall provide services as Scheduling Coordinator ("SC") representing M BCP in CAISO. TEA shall provide MBCP with a statement of CAI SO settlement activities on a regular basis in coordination with CAISO's settlement calendar (i.e., currently weekly). Add itionally, each month TEA shall provide MBCP with an aggregate or estimate of MBCP CAISO Transactions based on available information from CAISO.

For CAISO Transactions executed by TEA as princ ipal for MBCP's account within CAISO, MBCP shall pay TEA for the CAISO Transactions, and TEA shall make payments to CAISO in a timely manner contingent upon the fo llowing:
( I) Pursuant to Section 2.1, MBCP shall make payment to TEA at least one ( I) business day in advance ofTEA's weekly payment to CAISO for CAISO T ransactions made on behalf of MBCP (the Task Order, Page 5
RESOURCE MANAGEMENT AGREEMENT BETWEEN THE ENERGY AUTHORITY, INC. AND MONTEREY BAY COMMUNITY POWER / 1roprwra1y and (',n1/idc1111al

"CAISO Payments"). The CAISO Payments will re flect actual weekly CAISO Transactions based on CAISO settlement invo ices; and
(2) Provided MBCP is current on a ll amount and obligations owed to TEA, then TEA will return to MBCP any funds rece ived from CAISO on behalfofMBCP (hereinafter, "CAISO Credits") either within two (2) business days of receipt, or if preferred, apply such CASIO Credits as a credit on the fo llowing weekly invoice(s) with respect to the CAISO Payments due from MBCP. In the event that a Late Payment (as defined herein) has occurred, then TEA will automatically retain any amounts of CAI SO Credits to apply to future payments owed by TEA to CAI SO on beha lf of MBCP.

TEA shall validate CA ISO invoices based on a review o f actual CAI SO charges. TEA will verify that the charges/revenues applied by CAISO are accurate and will also provide MBCP with a description of the charge types and how they are applied to MBCP's schedules and metered vo lumes. In addition, TEA will review the settlement statements for all power supply agreements executed by MBCP to ensure that they are consistent with MBCP's scheduled and metered volumes. For bilateral transactions, TEA will review settlement statements provided by MBCP's counterparties for accuracy and coordinate with them to resolve discrepancies. Should TEA and MBCP elect to dispute a CAISO invoice amount, such dispute shall be in accordance with Section 1.2.5 of this Task Order.

If MBCP fails to make, when due, any CAISO Payments to TEA as required under this Task Order (a "Late Payment"), and if such fa ilure is not remedied within two (2) business days after written notice, then TEA may request and MBCP shall post with TEA sufficient cash or collateral acceptable to TEA to adequately cover all credit exposure with CAISO ("Performance Assurance") and provide ongoing Credit Verification, as necessaiy for TEA to continue performing CAISO Transactions on behalf of MBCP. Upon a second event of Late Payment, TEA may immediately request and MBCP shall post with TEA such Performance Assurance and provide ongoing Cred it Verification. This Section does not preclude any other remedies available to the Parties under the Agreement.

Section 7.2 Direct MBCP Counterparties / Physical Bilateral Power Transactions.

During the Term, TEA shall not be responsible for credit support or payments for transactions with trading counterparties, if any, which have direct supply agreements between MBCP and such counterparties ("MBCP Counterparties").

Section 7.3
Section 7.4
Section 7.5
This section reserved.

This section reserved.

Hourly Billing and Payments.

TEA billable hourly fees, if any, will be tracked and itemized for each month in wh ich TEA services are performed under this Task Order. TEA will bill MBCP on a monthly basis for the amount offees owed as Operational Service Fees, or other billable hourly fees (hereinafter, "Compensation' ') pursuant to Section 4 of this Task Order, plus Expenses, if any. If timing permits, such billable amounts will be itemized on the same monthly invoice(s) related to CAISO Transactions, and as agreed upon by the Patt ies.

For Operational Service Fees due under this Task Order, MBCP shall pay each invoice no later than thirty (30) days after receiving the invoice from TEA. MBCP will send payment as designated in Task Order, Page 6
RESOURCE MANAGEMENT AGREEMENT BETWEEN THE ENERGY AUTIIORITY. INC. ANO MONTEREY BAY COMMUNITY POWER JJrnpnelmy and Conjidem,al

Section 7.6, or as otherwise designated by TEA. Notwithstanding the foregoing, MBCP shall have the option to defer such Operation Service Fee as provided under the Credit Solution.

Section 7.6 Payment Information.

Unless otherwise provided by TEA, MBCP will send payment either via electronic funds transfer to TEA's bank account or via U.S. mail to:

The Energy Authority, Inc.
30 I W. Bay Street, Suite 2600
Jacksonville, Florida 32202
Attention: Lisa Bailey, Accounting
The Parties agree to cooperate to develop and supplement the procedures re lated to billing and payments for the orderly implementation of Sections 7. 1 through 7.5; provided, however, that nothing herein shall require either Party to agree to an amendment to the terms of those sections.

Section 7.7 MBCP Failure to Pay.

MBCP's failure to make timely payments to TEA or fund amounts required in this Task Order shall be considered a breach. In the event such breach is not cured within two (2) days fol lowing written notice by TEA, then MBCP shall be in default (an "Event of Default"). Upon the occurrence of an Event of Default, TEA may, without waiving any other remedies:
(a) Apply any revenues or payments received by TEA for the benefit of MBCP from any third party, if any, towards the outstanding amount owed to TEA; (b) Apply any monies from security by MBCP, towards the outstanding amount owed to T EA; (c) Defer collection or provide an extension of outstanding amounts owed to TEA; and/or (d) Terminate this Task Order and all services provided for here in pursuant to the process outlined in RMA Section 30.

Section 7.8 Late Payments.

Any payment that is not received by TEA on or before the date required shall incur a late fee, which shall be calculated by multiplying the total undisputed outstand ing balance by the lesser o f (i) the Interest Rate (as described in RMA Section 11.2), or (ii) the maximum rate allowable by state law (the "Late Fee") for the number of days which the balance remains outstanding.

Section 8. Billing Rates and Additional Work.

The TEA Billing Rate applicable to any work performed by TEA during the In itial Term for which TEA is compensated on the basis of actual hours worked is provided in the table below. After the Initial Term, Billing Rates are subj ect to annual adjustment and modification by TEA, and TEA agrees to provide MBCP with written notice of any such revisions.

Task Order, Page 7
RESOURCE MANAGEMENT AGREEMENT 0ETWEEN THE ENERGY AUTHORITY. INC. AND MONTEREY 0A Y COMM UNITY POWER Proprtl'lm)' and l mifid<•utml

TEA 2018 Billing Rates(')
Billing Rate
.Job Group $/hour
Principal Consultant $3 10
Senior Consultant / Project Manag,er $265
Consultant $ 195
Analyst $ 155
Clerical $95
(li flilfi115s rates subject to change a/ier December 31, 2018.

From time to time, MBCP may request, and TEA may provide MBCP with, additional services not described herein, and specifically described in a separate scope of work agreed to in writing by MBCP and TEA.

Section 9. Functions Performed by MBCP.

Unless otherwise mutually agreed to by the Parties, activities not expressly provided for herein are considered not within the scope of services for this Task Order and shall be performed by MBCP or other third party, unless otherwise addressed in a separate Task Order.

Section 10. Amendment.

This Task Order may only be amended by an instrument 111 writing signed by each Party's authorized representative.
[Signature Page to Follow]
Task Order, Page 8
RESOURCE MANAGEMENT /\GREEM ENT BETWEEN Tl IE ENERGY AUTHORITY. INC. /\ND MONTEREY BAY COMMUNITY POWER /
1 rt1pnc:tm)' and Conficlemwl

IN WITNESS WHEREOF, the Parties hereto have caused this Task Order to be executed in their respective names by their respective duly authorized representatives as of the date written in the first paragraph of this Task Order.

MONTEREY BAY COMMUNITY POWER

AUTHORITY
By: ~\t..-£--b ;;·\J,-,\t--- Name: Tom Habashi
Its: CEO
Date: December Jg , 20 17
APPROVED AS TO FORM:

By: _________ _
Name: Dana McRae
Its: Interim General Counsel
Date: December_, 20 17
Task Order, Page 9
(
, INC.

Its: President and CE
Date: \ ~ -jS"- J011
RESOURCE MANAGEMENT AGREEMENT BETWEEN THE ENERGY AUTHORITY. INC. AND MONTEREY DAY COMM UNITY POWER l'ropnelmJ' and ( ·rmfitlcntw/

IN WITNESS WHEREOF, the Parties hereto have caused this Task Order to be executed in their respective names by their respective duly authorized representatives as of the date written in the first paragraph of this Task Order.

MONTEREY BAY COMMUNITY POWER
By: ___ ______ _
Name: Tom Habashi
Its: CEO
Date: December l , 2017
~D ~ T5? FORMj
By: - ~ L--'7 ("o--.__
Name: Dana McRae
Its: Interim General Counsel
Date: December I, 2017
Task Order, Page 9
THE ENERGY AUTHORITY, INC.

By: __________ _
Name: Joanie C. Teofila
Its: President and CEO
Date: - ----------
RESOURCE MANAGEMENT /\GREEM ENT B!ffWl;EN THE ENERGY AUTHORITY. INC. AND MONTEREY DAY COMMUNITY POWER Proprietnry and Co11fide11tinl

*Subject to approval of TEA 's Board of Directors

RESOURCE MANAGEMENT AGREEMENT

BETWEEN
THE ENERGY AUTHORITY, INC.

AND

MONTEREY BAY COMMUNITY POWER

AUTHORITY

INDEX OF SECTIONS
Page

1. Recitals .................................................................................................................. I

2. Scope of Services . ................................................................................................. 1

3. Term and Effective Date ..................................................................................... 1

4. Termination .......................................................................................................... 2

5. Compensation ....................................................................................................... 2

6. Relationship of the Parties .................................................................................. 3

7. Indemnification .................................................................................................... 6

8. Limitation of Liability ......................................................................................... 6

9. No Third Party Beneficiaries .. ............................................................................ 7

10. Notices . .................................................................................................................. 7

11. Entire Agreement. ................................................................................................ 8

12. Proprietary Interest ............................................................................................. 8

13. Exhibits ................................................................................................................. 8

14. Governing Law ..................................................................................................... 8

15. Compliance ,vith Law .......................................................................................... 8

16. Authorization ........................................................................................................ 8

17. Successors and Assignment ................................................................................. 9

18. Amendment. ......................................................................................................... 9

19. Counterparts ........................................................................................................ 9

20. Severability ........................................................................................................... 9

21. No Waiver ............................................................................................................. 9

22. Further Assurances .............................................................................................. 9

23. Confidentiality ...................................................................................................... 9

24. No Provision of Legal Services by TEA ........................................................... 10

25. Billing and Payment ........................................................................................... 11

26. Resettlement ....................................................................................................... 11

27. Audit Rights ........................................................................................................ 11

28. Force Majeurc Event. ........................................................................................ 12

29. Recording ............................................................................................................ 12 -1-

INDEX OF SECTIONS
( continued)
Page

30. Default ................................................................................................................. 13

31. Dispute Resolution ............................................................................................. 14

32. Certain Representations.. ................. ...... ................ ............... ....... 15

33. Waiver of Jury Trial and Consent to Relief from Automatic Stay ............. 15 EXHIBITS, SCHEDULES, and ATTACHMENTS:

Task Order 1 - Task Order for Scheduling Coordinator and CRR Management Services - 11-

Privileged and Confidential
K., This RESOURCE MANAGEMENT AGREEMENT (this "Agreement"), effective the jJ__ day of December, 2017 (the "Effective Date"), is made and entered into by and between The Energy Authority, Inc., a Georgia non-profit corporation ("TEA"), with its principal address at 301 W. Bay Street, Suite 2600, Jacksonville, Florida 32202, and Monterey Bay Community Power Authority of Monterey, Santa Cruz, and San Benito Counties, including its successors and assigns ("CCA or MBCP"), a California joint powers authority with its principal place of business located at 70 Garden Court, Suite 3, Monterey, CA 93940. TEA and CCA are sometimes referred to herein individually as a "Party," or collectively as the "Parties." Recitals
WHEREAS, CCA seeks to develop, implement, and operate a Community Choice Aggregation program for its facilities, customers, and residents (the "Purpose"); and WHEREAS, CCA is seeking TEA's assistance in providing certain core services, as more particularly described herein (the "Services"), related to the Purpose; WHEREAS, TEA has been selected by CCA to provide such Services, subject to the terms and conditions set fo1ih in this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby mutually agree as follows:

1. Recitals. The foregoing Recitals are true and correct.

2. Scope of Services.

Pursuant to the terms of this Agreement, TEA shall provide services to CCA as described in task orders ( each a "Task Order") as may be executed by the Pariies from time to time during the term of this Agreement. Each Task Order by this reference is incorporated as part of this Agreement. The services provided pursuant to such Task Order will be refe1Ted to herein as the "Services" or "Scope of Services." Task Order 1 titled "Task Order for Scheduling Coordinator and CRR Management Services" attached hereto is the first such Task Order.

3. Term and Effective Date.

3.1 This Agreement will become effective on the date written in the first paragraph of this Agreement (the "Effective Date") and will remain in effect for a term of five (5) years (the "Initial Tenn") from the Effective Date, unless terminated as provided in Section 30 ("Default") herein. After the Initial Term, this Agreement shall renew on an annual basis ( each a "Renewal Term"), unless and until terminated pursuant to Section 4.1 herein.

Page I of 17
RESOURCE MANAGEMENT AGREEMl<:NT BETWEEN THE ENERGY AUTHORITY, INC.

AND MONTEREY BAY COMMUNITY POWER AUTHORITY

Privileged and Confidential
Notwithstanding the aforementioned date, the commencement of Services under this Agreement will not be prior to the date this Agreement is executed by both Parties.

3.1 The provision of Services pursuant to Task Order 1 will commence on the Services Start Date (as defined in Task Order 1 ), and continue thereafter, as more particularly described and defined in Task Order 1.

4. Termination.

4.1 Either Pa11y may terminate this Agreement by (i) providing written notice of tennination at least one hundred eighty (1 80) days prior to the end of the Initial Term or any Renewal Term (the "Tennination Notice Period") for termination effective on the last day of such term, or (ii) as provided in Section 30 ("Default") herein. Subject to Section 4.4 hereof, Services provided under this Agreement will cease after the hour ending 2400 EPT on the date specified in the notice of termination. During the Termination Notice Period, CCA shall continue to make payment to TEA each month for the Services provided consistent with the payment provisions set forth herein. During the Tennination Notice Period, TEA shall perfo1m its Services in a manner reasonably calculated to effect such termination in an orderly manner and to protect the interests of the Pai1ies consistent with the terms of this Agreement.

4.2 [ndividual Task Orders for additional services refeJTed to in Section 2 hereof may have different termination provisions than the Agreement. Termination of this Agreement shall serve to terminate any Task Order hereunder; provided that any such termination shall not relieve a Pa1iy from its obligations incurred prior to such termination.

4.3 The Parti es' rights to terminate this Agreement provided in this Section 4 are in addition to the Parties' rights to terminate this Agreement as provided in Section 30 hereof.

4.4 In the event a transaction is entered into by TEA on behalf of CCA and the term of such transaction extends beyond the termination date of this Agreement, TEA and CCA shall continue to operate under the terms of this Agreement with respect to such transaction until such time as the transaction terminates or is fully settled. Nothing in this Agreement will prevent TEA and CCA from agreeing to settle any such transaction prior to the normal settlement date of the transaction. Obligations between the Parties to pay for transactions or other services effected or rendered hereunder will remain in force notwithstanding the termination of this Agreement.

5. Compensation.

5.1 Professional Services.

5.2 The basis for and amount of compensation due TEA for the Services rendered (the "Compensation") will be as stated in each Task Order.

Expenses.

RESOURCE MANAGEMENT AGREEMENT BETWEEN THE ENERGY AUTHORITY, INC.

AND MONTEREY BAY COMMUNITY POWER AUTHORITY

Privileged and Confidential
Unless otherwise agreed to in writing in accordance with a Task Order, CCA shall reimburse TEA for reasonable out-of-pocket expenses incurred or accrued by TEA with no markup by TEA ("Expenses") in connection with its performance of a Scope of Services or individual Task Order. Out-of-pocket Expenses include reasonable travel, business meals or per diem, transportation, lodging, and other usual and customary business expenses. Subject to CCA 's pre-approval of such expenses, CCA shall also reimburse TEA for special or unusual Expenses, including but not limited to outside professional services, incurred by TEA in connection with TEA's performance of Services. TEA agrees to manage all Expenses in a prudent manner and will provide CCA with reasonable accounting for all in monthly out-of-pocket Expenses, if any, upon written request.

5.3 Taxes and Fees

6. 6.1
Notwithstanding any terms or provisions in this Agreement or the Scope of Services to the contrary, CCA shall be responsible for and shall reimburse TEA for any taxes, including without limitation, sales, use, property, excise, value added and gross receipts levied on the Services or any Trading Product (as defined herein) provided under this Agreement, except taxes based on TEA's net income.

Relationship of the Parties.

Independent Contractor
TEA shall perform the Scope of Services as an independent contractor and will not be treated as an employee of CCA for federal, state or local tax purposes, workers' compensation purposes, or any other purpose. The Parties acknowledge and agree that nothing contained in this Agreement will be deemed to create or constitute an employer-employee re lationship, a partnership or joint venture between the Parties.

6.2 Contract Administrators.

CCA and TEA each hereby appoint a contract administrator identified below that will be responsible for administering this Agreement ( each a "Contract Administrator"):

For CCA:

Monterey Bay Community Power Authority
70 Garden Road, #300
Monterey, CA 93940
Attn: Tom Habashi
Title: CEO
Tel:

E-mail: [email protected]
For TEA:

The Energy Authority, Inc.
301 W. Bay Street, Suite 2600
Jacksonville, FL 32202
Attn: Daren Anderson
Title: Director of Contracts
Tel: 904-360-1 317
E-mail: [email protected]
Either Party may change its respective Contract Administrator by giving advance written notice to the other Party, consistent with the terms of the Notice Section of this Agreement.

RESOURCE MANAGEMENT AGREEM ENT BETWEEN THE ENERGY AUTHORITY, INC.

AND MONTEREY BAY COMMUNITY POWER AUTHORITY

6.3 6.4
Privileged and Confidential
Cooperation of Parties.

CCA shall cooperate with TEA in effecting the Scope of Services and, as specified in the Scope of Services, shall make authorized personnel of CCA available to TEA on reasonable notice and at reasonable times to assist in accomplishing the Scope of Services.

Non-Exclusive Relationship.

6.4.1 CCA hereby expressly acknowledges that part of the value of the Services to be provided by TEA comes from TEA providing the same or similar services as contemplated under this Agreement to other entities. CCA acknowledges that the expertise and business plan of TEA requires that it be able to represent multiple parties and that the services rendered thereby are and may be beneficial to CCA.

6.4.2 Notwithstanding the nature of the Scope of Services, CCA specifically acknowledges that TEA is not precluded from representing or perfonning similar or related services for, or being employed by, other persons, companies or organizations.

6.4.3 CCA further acknowledges that TEA, from time-to-time, has established, or may establish, contractual relationships with other customers for power, natural gas and related services. Notwithstanding the existence of such contractual relationships, CCA desires the assistance of TEA as provided in this Agreement. CCA specifically represents to TEA that the existence of such contractual relationships does not in and of itself create a conflict of interest unacceptable to CCA.

6.4.4 The Parties specifically recognize and accept that there may be purchases and sales of power and related products ("Trading Products") between and among TEA, its clients, including CCA, and that such transactions are the normal course of business in providing the Services and that such transactions do not create any conflict of interest for TEA in carrying out its obligations pursuant to this Agreement.

6.5 [This section is reserved]

6.6 Provision of Trading Services by TEA as Agent or Principal for CCA.

The provision of trading services by TEA as either agent or principal for CCA may be provided only upon written agreement in a separate Task Order executed by both Parties.

6.7 Provision of CAISO (or non-CAISO) Services.

6.7. 1 CCA may be requested by TEA to provide credit enhancement to support certain CAISO Transactions (as defined in Task Order I), including long-term CCA-specific transactions, outside established limits, to be executed by TEA on CCA 's behalf. CCA may, in its sole and exclusive discretion, decline to provide credit enhancement, in which case TEA will have no obligation to proceed with the

RESOURCE MANAGEMENT AGREEMENT BETWEEN THE ENERGY AUTHORITY, INC.

AND MONTEREY BAY COMMUNITY POWEil AUTHORITY

Privileged and Confidential
CAISO Transactions or transaction 111 regard to which the enhancement was requested.

6.7.2 If CCA's credit in use approaches CCA's credit limit as set by TEA, TEA will notify CCA as soon as practicable to discuss alternatives and possible remedies to replenish CCA's available credit. Although TEA shall be under no obligation to permit CCA's credit in use to exceed its credit limit established by TEA, if CCA's credit in use does exceed the credit limit established for CCA by TEA, TEA will notify CCA as soon as practicable and TEA and CCA will cooperate to put remedies in place to reduce CCA's credit in use to a level below CCA's credit limit and/or CCA will provide credit support acceptable to TEA. However, if the above efforts are not successful and notwithstanding any billing or payment terms in this Agreement or any Task Order to the contrary, TEA, in its sole discretion, may tender invoices as frequently as daily and to demand payment (and prepayment) from CCA as reflected in such statements as promptly as it deems appropriate so long as such accelerated schedule is prompted, in TEA 's sole judgment, by market conditions or credit concerns. If CCA fails to pay any amounts due T EA in accordance with the accelerated schedule, the payments will be deemed overdue, and interest will accrne on any unpaid amounts as provided in herein.

6. 7 .3 TEA will not be liable to CCA for the failure of CAI SO or participants in CAISO to pay or perform, including assessments made by CAISO, related to transactions with CA ISO by TEA on behalf of the CCA. In the event of such failure, TEA shall pursue any action against such defaulting entity at the direction of CCA, upon being provided with indemnity therefor satisfactory to TEA in its sole discretion, at CCA's sole cost and expense.

6. 7.4 If CCA interrupts a financially firm sale transaction without the contractual right to do so, TEA shall use reasonable efforts to purchase replacement capacity and energy in the wholesale market place and deliver it. CCA shall receive any resulting gain or be responsible for any resulting loss on the transaction.

6.7.5 Unless otherwise mutually agreed to by the Paiiies in writing, TEA shall have no obligation to enter into transactions on behalf of CCA utilizing TEA's trading agreements that extend beyond the current termination date of this Agreement, which termination date shall be the last day of the current (i) Initial Te1m or (ii) if applicable, Renewal Term. If the term of this Agreement is terminated early due to an Event of Default other than banktuptcy, then for existing transactions, TEA and CCA will continue to operate under the terms of this Agreement with regard to such transactions until such time as the individual transactions tenninate or are fully settled. Nothing in this Agreement shall prevent TEA and CCA from agreeing to settle any such transaction prior to the previously agreed settlement date of the transaction. Obligations between the Parties to pay for transactions or other Services effected or rendered hereunder shall remain in force notwithstanding the termination of this Agreement.

RESOURCE MANAGEMENT AGREEMENT BETW EEN THE ENERGY AUTIIORITY, INC.

AND MONTEREY BAY COMMUNITY POWER AUTHORITY

Privileged and Confidential

6.8 Conditions Precedent to the Procurement of Power

6.8.1 TEA shall have no obligation to enter into an agreement to purchase (or deliver) power pursuant to the RMA or any individual Task Order, unless and until any Conditions Precedent identified by the Parties in such Task Order have been met.

7. Indemnification.

7.1 Subject to the limitations contained in Section 8 hereof, TEA and CCA, to the extent permitted by applicable law, agree to indemnify, hold harmless and defend the other Party and its respective officers, directors, members, subsidiaries, affiliates, partners, and employees from any and all liabilities, claims, actions, legal proceedings, demands, damages, losses, penalties, forfeitures and suits, and all costs and expenses incident thereto (including, but not limited to, costs of defense, settlements and reasonable attorneys' fees), which the other Party may here after incur, become responsible for, or pay out as a result of the death or bodily injury to any person or the destruction or damage to any tangible property caused in whole or in part by any negligent or wrongful act or omission of the indemnifying Party, its employees, officers, directors, members, subsidiaries, affiliates, partners, agents or subcontractors, in the performance of this Agreement. Neither Party shall be required to indemnify the other Party for liabilities, claims, suits, actions, legal proceedings, demands, damages, penalties, forfeitures and suits, and all costs and expenses incident thereto (including, but not limited to, costs of defense, settlements and reasonable attorneys' fees) caused by the negligence or wrongful act or omission of the other Party.

7.2 Notwithstanding the foregoing provisions of Section 7, if either Party is prevented by operation of applicable law or otherwise from obligating itself in any way described in Section 7 above, then the same limitation will be made applicable to the other Party hereto, all to the end that the obligations of the one to the other with respect to the matters mentioned in Section 7 will be identical.

8. Limitation of Liability.

8. 1 TEA shall not be liable to CCA for errors made in the provision of the Services unless such errors are the result of gross negligence or willful misconduct on the part of TEA.

8.2 The cumulative maximum amount of TEA's liability, if any, arising from any and all claims, lawsuits, actions, other legal proceedings by CCA or any other person or entity arising out of or in connection with TEA's performance or nonperformance hereunder, whether based upon contract, warranty, tort, strict liability, or any other theory of liability, will be no more than the previous three months' Compensation collected by TEA from CCA for Services hereunder (excluding payments for (i) power supply and related credit support, (ii) electric transmission, and (ii) Expenses) for the preceding three months in which the event leading to the claim occmTed). If TEA should be liable to CCA pursuant to the provisions of this Section 8, payments will be effected by offsetting monthly amounts due from CCA to TEA as set forth in the provisions relating to compensation in the Scope of Services. If TEA terminates this Agreement dming the pe1iod in which its liability payments to CCA are being offset against monthly amounts due from CCA to TEA, TEA

RESOURCE MANAGEM ENT AGREEMENT BETWEEN HIE ENERGY AUTHORITY, INC.

AND MONTEREY BAY COMMUNITY POWER AUTIIORJTY

Privileged and Confidential
shall be obligated to pay any remaining liability payments upon the effective date of such termination.

8.3 Neither CCA nor TEA shall be liable to the other Pa1iy for any indirect, consequential, incidental, special or punitive damages, of any kind or nature whatsoever, including but not limited to lost profits or revenues, lost records or data, lost savings, loss of use of a facility or equipment, or loss by reason of increased cost or expense; provided, however, that the foregoing will not limit the enforceability of any provisions in any trading agreement that may apply to transactions between CCA and TEA. The provisions of this Section 8 take precedence over any conflicting provision of this Agreement, any Task Order, or any document incorporated into or referenced by this Agreement or any Task Order.

8.4 TEA makes no warranties whatsoever, express or implied, regarding the Services or performance thereof, including but not limited to any warranty of fitness for a particular purpose.

8.5 Each Party shall be soley responsible for any and all claims related to or arising from its respective rates or rate structures.

8.6 In the provision of Services, TEA may obtain certain market data and information from third-party sources believed to be reliable. However, because of the possibility of human or mechanical error by TEA's sources, TEA does not guarantee the accuracy, adequacy, or completeness of any information and is not responsible for any errors or omissions or the result obtained from the use of such information. The Services involve, in part, the identification and assessment of certain risks and assistance in developing strategies to manage ce1iain of CCA's risks. CCA, at its sole option and discretion, may elect to implement or cause to be implemented strategies to manage such risks based on recommendations made by TEA. CCA acknowledges that the implementation of such strategies will not necessarily insulate CCA from incurring losses, nor can TEA guarantee that the implementation of such strategies will achieve the desired result. TEA does not warrant that (i) all potential risks will be identified by TEA, (ii) the strategies implemented will protect against the risks that are identified, or (iii) loss will be avoided or risk will be reduced by implementing the strategies recommended by TEA, and CCA hereby acknowledges the same.

9. No Third Party Beneficiaries.

Nothing in this Agreement, express or implied, is intended to confer on any person, other than the Parties, any right or remedy of any nature whatsoever.

I 0. Notices.

Any notices, requests, demands or other communications required to be given shall be in writing ("Notices") and shall be deemed to have been duly given if (i) delivered by hand, or (ii) mailed by registered or certified U.S. mail, postage prepaid, or (iii) sent by a reputable overnight carrier such as FedEx, and addressed to the Contract Administrator,

RESOURCE MANAGEMENT AGREEMENT BETWEEN TH E ENERGY AUTHORITY, INC.

AND MONTEREY BAY COMMUNITY POWER AUTHORITY

Privileged and Corifidential
including copies of legal Notices to the Contract Administrator with a copy to any additional individual designated by each Party, at the address included in this Agreement, or such changed name or address as may be forwarded to the other Party, consistent with the terms of this Section of this Agreement.

11. Entire Agreement.

This Agreement supersedes any and all prior or contemporaneous agreements, whether written or oral, between the Parties hereto with respect to the subject matter of this Agreement. Each Party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made with respect to the subject matter of this Agreement that are not embodied in this Agreement, including any exhibits or schedules attached hereto.

12. Proprietary Interest.

TEA shall retain sole ownership of any patent, copyiight, trade secret, trademark, or service mark that TEA has developed or acquired in providing the Services under this Agreement.

CCA acknowledges and agrees that TEA shall be the sole owner of any intellectual property rights developed by TEA under this Agreement and that CCA is not receiving any license to use any of those intellectual property rights. TEA shall have the right to use, license and receive royalties or fees for the use of any of the intellectual property rights developed by TEA under this Agreement.

13. Exhibits.

All exhibits and Task Orders attached to this Agreement are a part hereof as if set out in full herein. If there exists any conflict between the tenns of the main body of this Agreement and any Task Order or attachment hereto, the tenns of this Agreement will control.

14. Governing Law.

This Agreement will be subject to and construed under the laws of the State of California without resort to its conflicts oflaws principles. Subject to the requirements and conditions precedent of Section 31 (Dispute Resolution) herein, any dispute relating to this Agreement may be brought in any court of competent jurisdiction.

15. Compliance with Law.

Notwithstanding any other provision of this Agreement, TEA and CCA shall at all times during the term of this Agreement comply with all applicable laws, regulations, orders and decrees of governmental authorities with jurisdiction and applicable tariffs.

16. Authorization.

The Parties hereby warrant that the persons executing this Agreement are authorized to execute and obligate the respective Parties to perform under this Agreement in accordance w ith its terms.

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17. Successors and Assignment.
17 .1 Unless otherwise provided in the Scope of Services, neither Party shall assign this Agreement to any person or entity without the written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed.

17.2 Nothing contained in this Section 17 will be construed to prevent the Parties from making a collateral assignment of the revenues due under the terms of this Agreement. No assignment, merger or consolidation will relieve any Pa1iy of any obligation under this Agreement.

17.3 Subject to the foregoing restrictions in this Section 17, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective permitted successors and pe1mitted assigns.

18. Amendment.

This Agreement and any Task Order or exhibit incorporated herein may be amended only by an instrument in writing signed by the Parties.

19. Counterparts.

This Agreement may be executed by the Patties in one or more counterpaiis, each of which, when executed and delivered will be an original, but all of which will constitute one and the same instrument.

20. Severability.

If any provision of this Agreement is deemed invalid or unenforceable in any respect for any reason, the validity of any such provision in any other respect and of the remaining provisions of this Agreement will not be in any way impaired.

21. No Waiver.

A provision of this Agreement may be waived only by a written instrument executed by the Pa1iy waiving compliance. No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision.

22. Further Assurances.

From time to time, each of the Parties shall execute, acknowledge and deliver any instruments or documents necessary to carry out the purposes of this Agreement.

23. Confidentiality.

The Parties acknowledge that certain information and materials exchanged during the term of this Agreement contain proprietary and confidential infonnation ("Confidential Information") of the disclosing Party. Confidenti al Information will specifically include, but not be limited to any information disclosed in written fonn and clearly marked

RESOURCE MANAGEMENT AGREEMENT BETWEEN TH E ENERGY AUTIIORITY, INC.

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"Confidential." The receiving Party agrees that such Confidential Information will be held confidential, to the extent permitted by law, under the same safeguards as it treats its own confidential info1mation and that it will not use, copy or disclose the Confidential Information other than for the sole purpose of suppo11ing or performing the Services in connection with this Agreement. The Confidential Infonnation may be disclosed to officers, directors, employees, agents, representatives or consultants (who shall agree to be bound by the terms of this Section 23) of the receiving Pai1y on a need to know basis and shall not be disclosed to any such third party without first having obtained the written pem1ission of the disclosing Party. Confidential Information will specifically exclude any information which the receiving Party can show (i) was known to or was independently developed by the receiving Party without access to or use of the Confidential Information of the disclosing Party, (ii) was disclosed to the receiving Party in good faith by a third party who had the right to make such disclosure, (iii) was made public by the disclosing Party, or was established to be pa11 of the public domain other than as a consequence of a breach of the Agreement by the receiving Party, or (iv) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information as shown by documents and other competent evidence in the receiving Party's possession. If the receiving Party is requested or required by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, regulatory proceeding or similar legal or regulatory process to disclose any Confidential Information supplied to the receiving Party by the disclosing Party, the receiving Party shall provide the disclosing Party with prompt notice of such request(s) so that the disclosing Party may seek a protective order or other appropriate remedy and/or waive complia11ce with the terms of this Agreement. However, disclosure pursuant to a legal order or statutory obligation will not constitute a breach of this Section 23. The receiving Party shall promptly notify the disclosing Party in the event the receiving Patty knows or determines any of its electronic information, data, networks, or related facilities are accessed by unauthorized personnel, or if the security of any Confidential Infonnation is compromised in any manner, including the inadvertent disclosure of Confidential Information.

24. No Provision of Legal Services by TEA.

CCA acknowledges that, with respect to the Services rendered or to be rendered by TEA under this Agreement: (i) TEA is not authorized to give legal advice and (ii) TEA does not intend to give and has not given CCA legal advice. CCA represents to TEA that CCA (i) has obtained and will obtain legal advice from CCA's own legal counsel regarding the legal aspects of any advice given or Services performed by TEA under this Agreement and (ii) has not relied and will not rely on TEA for the giving of legal advice. CCA hereby waives and releases any claim that CCA may now or hereafter have that CCA has relied, directly or indirectly, on any advice given by TEA, or to be given by TEA, in connection with this Agreement as being in the nature oflegal advice, and further waives and releases any claim for damages resulting therefrom.

RESOURCE MANAGEMENT AGREEMENT BETWEEN THE ENERGY AUTHORITY, INC.

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25. Billing and Payment.

25. l Billing and payment terms will be as provided in each Task Order. Payments will be made by Automated Clearing House (ACH) transfer or wire transfer in United States Dollars.

Each Party's banking information will be provided by written correspondence separate from this Agreement, and such banking infonnation may be amended by providing the other Party written notice.

25.2 Payments owed pursuant to this Agreement and not received when due will be considered overdue. Unless otherwise expressly contained in a Task Order, 1nterest shall accrue on any unpaid amounts as of the day after the due date at a rate equal to 300 basis points over the prime interest rate as such prime interest rate is established from time to time by the Wall Street Journal calculated on the basis of a 365 day year (the "Interest Rate"), plus any late payment penalties imposed by CAISO.

25.3 If the Parties are each required to pay an amount incurred pursuant to this Agreement in the same billing period, then, such amounts with respect to each Patty may be aggregated and the Parties may discharge their obligations to pay through netting, in which case the Pa1ty, if any, owing the greater amount shall pay to the other Patty the difference between the amounts owed.

26. Resettlement.

26. 1 From time-to-time a transaction that may have otherwise been fully completed and settled may be required to be resettled due to market rules or order of a court, regulatory authority, or.other entity with ju1isdiction to order such. If such resettlement related to any transaction performed by TEA on behalf of CCA results in a refund to TEA from a third party, TEA shall pay to CCA any such refund received by TEA. If such resettlement related to any transaction perfonned by TEA on behalf of CCA results in TEA owing any amount to a third party, CCA shall pay to TEA any such amount owed by T EA. This provision will survive the termination of this Agreement.

27. Audit Rights.

27.1 Dming the term of this Agreement and for one year following the effective date of termination, each Party may audit the other Party's books and records for the most recent twelve-month period for the sole purpose of verifying the calcul ation of payments made or received, including the calculation of pricing or Compensation due pursuant to this Agreement; provided that neither Party may conduct more than one such audit during any consecutive six-month period; and futther provided that the Parties' audit rights under this section will not extend the period of any audit rights identified in a Task Order.

Furthermore, following termination of this Agreement, neither Party may conduct more than one such audit during the one-year period referred to above. Any such audit will be conducted at the audited Party's offices <luting its nomrnl business hours, at the auditing Party's own expense. Copies of audit reports will be provided to the non-auditing Parly upon such Party's payment of copying and delivery costs. If, following such audit, the Parties agree that any billing or payment in the previous year was incorrect, or it is otherwise found that such be the case, the Party owed such amount shall submit an invoice

RESOURCE MANAGEMENT AGREEMENT BETWEEN T l-IE ENERGY AUTIIORITY, INC.

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to the owing Party and the owing Party shall make payment of any undisputed amount no later than 30 days after receipt of such invoice. Any such payments will include applicable interest at the Interest Rate, accrued as of each payment's original Due Date.

Each Party shall maintain the confidentiality of the other Patty's accounting records and supporting documents in compliance with the Confidentiality Section herein and shall use them only for the purpose of confirming the accuracy of billings and payments under this Agreement. In the event such infonnation is required to be disclosed in a legal or regulatory proceeding, or otherwise required to be disclosed by law, the affected Party shall notify the other Party at the time of the request so that the affected Party may seek at its own expense to preserve the confidentiality of the infonnation.

28. Force Majeure Event.

28.1 For purposes of this Agreement, "Force Maj cure Event" means an event that prevents the claiming Party from performing any of its obligations under or in connection with this Agreement, that is not within the reasonable control of, or the result of the negligence of, the claiming Party, and that by the exercise of due diligence the claiming Party is unable to avoid, cause to be avoided, or overcome. Force Majeure Events may include, but are not restricted to: acts of God; acts of the public enemy, war, blockades, insurrections, civil disturbances and riots, and epidemics; landslides, lightning, earthquakes, firestonns, hurricanes, tornadoes, floods, washouts, and extreme weather conditions; fire, explosion, breakage, freezing or accidents; strikes, lock-outs or other industrial disturbances or labor disputes; labor or material shortage; cybcrattack; terrorism; sabotage; and actions, orders, or restraint by governmental authority (so long as the claiming Party has not applied for or assisted in the application for, and has opposed where and to the extent reasonable, such actions, orders, or restraint).

28.2 Except as otherwise provided in this Section 28, neither Party to this Agreement will be considered to be in default in performance of any obligation hereunder if failure of perfonnance is due to a Force Majeure Event. A Party shall not, however, be relieved of liability for failure of performance if such failure is due to events arising out of removable or remediable events which it fails to remove or remedy with reasonable dispatch. Any Party rendered unable to fulfill any obligation by reason of a Force Majeure Event shall exercise due diligence to remove such inability with all reasonable dispatch. Nothing contained herein, however, will be construed to require a Party to prevent or settle a strike or labor disagreement against its will. Notwithstanding the provisions of this Section 28, payment of liquidated damages or penalties due to nonperformance under the tenns and conditions of transactions entered into on CCA's behalf will not be excused because of a Force Majeure Event.

29. Recording.
29 .1 Each Patty (i) consents to the monitoring of, and creation of a tape or electronic recording ("Recording") of, all telephone conversations, emails, and "Instant Messages" (as service provided by AOL Instant Messenger, Yahoo! Messenger, and other service providers) between the Parties to this Agreement, (ii) agrees that any such Recordings will be retained

RESOURCE MANAGEMl!:NT AGREEMENT BETWEEN THE ENERGY AUTHORITY, INC.

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in confidence, secured from improper access, and (iii) acknowledges that such Recordings may be submitted in evidence in any proceeding or action relating to this Agreement. Each Party waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording and to obtain any necessary consent of such officers and employees. The Recording, and the terms and conditions of a transaction discussed by the Patties in such Recording, if admissible, will be the controlling evidence of the Parties' agreement with respect to a particular transaction between the Parties in the event a confirmation is not fully executed (or deemed accepted) by both Parties. Upon full execution (or deemed acceptance) of a confirmation, such confirmation will control in the event of any conflict with the terms of a Recording.

29.2 Each Party waives any objections, or defense, to its authority, or the authority of its employee to authorize, or accept authorization, of transactions under this Agreement.

30. Default.

30.1 Each of the following will constitute an "Event of Default" under this Agreement:

30. 1.1 the failure to make, when due, any payment (including CAI SO Payments or funding obligations, other than TEA services fees, required pursuant to this Agreement if such failure is not remedied within two (2) business days (the "Cure Period") after written notice;

30.1.2 any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated;

30.1.3 the failure to perfonn any obi igations, other than the obligations set forth in Section

30.1. 1 of this Agreement if such failure is not remedied within thi1ty (30) business days after written notice; or

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

30.2 Upon delivery of written notice by one Party to the other that an Event of Default has occurred, and with the exception of 30.1.4 above, the defaulting Party shall have five (5) days from receipt of such notice to cure such Event of Default. The failure or inability of such Party to cure such Event of Default will constitute a default; and if the default is not caused by a Force Majeure Event as described in Section 28 hereof, the non-defaulting

RESOURCE MANAGEMENT AGREEMENT BETWEEN THE ENERGY AUTHORITY, INC.

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Party may immediately terminate this Agreement. Both Parties shall continue to make payments then due or becoming due with respect to performance or payment obligations which arose prior to the date of termination.

31. Dispute Resolution.

31.1 Except as otherwise provided herein, the Parties shall act in good faith to first seek resolution of any dispute arising hereunder through negotiation between the operating personnel of each Patty. If the dispute cannot be settled through such negotiations within a period ending no longer than thi1ty (30) days of the date on which one Party notifies the other in writing of a dispute, the chief executive officers (or their designees who shall be empowered with the same authority as the chief executive officers to settle such dispute) of each Party will personally and in good faith seek to resolve the dispute through negotiation one with the other for a period ending no longer than ten (10) days after the end of the 30-day period described above before resorting to any other dispute resolution procedure.

31.2 After the expiration of the periods described in Section 31.1 , either Party may submit any disputes arising under this Agreement, which cannot be resolved by the Parties, to binding arbitration pursuant to the procedures in the Commercial Arbitration Rules of the American Arbitration Association (the "Rules"), which Rules will apply to the extent not inconsistent with the following rules; provided, however, that the arbitration will not be conducted under the auspices of the American Arbitration Association if the total amount m controversy, as of the date of serving the Demand for Arbitration, exceeds $300,000:

31.2.1 The arbitration process will be initiated after the expiration of the forty ( 40) day period described in Section 31.1 by either Pa1ty's delivering to the other a written notice pursuant to R-4 of the Rules.
31 .2.2 The Parties shall select a single arbitrator with at least ten (10) years of professional experience in connection with similar transactions and who has not previously been employed or retained by either Party and who does not have a direct or indirect interest in either Party or the subject matter of the arbitration. Such arbitrator will either be mutually agreed by the Patties within thirty (30) days after written notice from either Party requesting arbitration, or failing agreement, either Patty may petition any CoUit with jurisdiction over the controversy to appoint such an arbitrator.

31.2.3 A preliminary hearing, by telephone only, may be conducted upon the agreement of both Parties. No preliminary hearing or administrative conferences will take place unless by telephone. During any preliminary hearing or administrative conferences, the arbitrator shall direct the Parties' exchange of information contemplated by R-2 1 of the Rules.

31.2.4 The arbitration will be held at a site to be determined by the arbitrator.

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31.2.5 The arbitration will be conducted according to the following procedures: (i) each Party shall divide equally the cost of the arbitrator and the arbitration and each Party shall be responsible for its own expenses and those of its counsel and representatives; and (ii) the details of any negotiation or offer of settlement made prior to arbitration and the cost to the Parties of their representatives and counsel will not be admissible as evidence in the arbitration.

31.2.6 The decision of the arbitrator will be final and binding on the Parties, enforceable in any court with jurisdiction.

31.3 Notwithstanding anything to the contrary contained herein, and regardless of any procedures or rules of the American Arbitration Association to the contrary, the Parties expressly agree that the following will apply and control over any other provision in this Section 31 :

31.3. 1 The arbitrator shall have no authority to award punitive damages or attorneys' fees.

31.3.2 The Parties may, by written agreement signed by both Parties, modify any time deadline, location(s) for meeting(s), or other dispute resolution procedures set forth in this Section 31 or in the Rules.

32. Certain Representations.

32. 1 CCA represents that (i) CCA is authorized to enter into and execute this Agreement in connection with the purposes states herein; and (ii) CCA is either not subject to federal income tax or its income is exempt under Section 11 5 of the Internal Revenue Code.

32.2 Each Patty represents and wa1rnnts to the other Party that it is and will remain duly organized, validly existing, and in good standing under the laws of the state of its organization throughout the term of this Agreement, and that the execution, delivery and performance of this Agreement are within its express or implied statutory powers, have been duly authorized by all necessary action, and do not violate any of the terms or conditions in its governing documents or applicable laws.

32.3 By executing this Agreement, each Party acknowledges having read this Agreement, and that, after a full opportunity to discuss the terms of this Agreement with any representative or counsel of the Party's choice, fully understands the Agreement and voluntarily enters into this Agreement.

33. Waiver of Jury Trial and Consent to Relief from the Automatic Stay.

THE PARTIES HEREBY KNOWINGLY, VO LUNT ARIL Y AND INTENTIONALLY

WAIVE THE RIGHT THEY MAY HA VE TO A TRIAL BY JURY IN ANY LlTlGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN

CONNECTION WITH THIS AGREEMENT AND ANY TASK ORDER

CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY

COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS, WHETHER

RESOU RCE MANAGEMENT AGREEMENT BETWEEN THE ENERGY AUTHORITY, INC.

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VERBAL OR WRITTEN, OR ACTIONS OF EITHER PARTY. CCA FURTHER

AGREES AND CONSENTS TO AN IMMEDIATE LIFTING OF THE AUTOMATIC STAY IMPOSED BY SECTION 362 OF THE UNITED STATES BANKRUPTCY

CODE IN ANY BANKRUPTCY CASE FILED BY CCA WITH RESPECT TO TEA'S

RIGHT TO PURSUE ITS REMEDIES AGAINST ANY COLLATERAL OR LETTER

OF CREDIT SECURING THE INDEBTEDNESS FOR THE PROCUREMENT OF POWER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR TEA EXECUTING THIS AGREEMENT.
[Signature Page to Follow}

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fN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in their respective names by their respective duly authorized representatives as of the date written in the first paragraph of this Agreement.

MONTEREY BAY COMMUNITY POWER

AUTHORITY
Name: Torn Habashi
Its: CEO
Date: December l<l, 2017
APPROVED AS TO FORM:

By:

Name: Dana McRae
Title: MBCP Interim General Counsel
Date: December _ , 201 7

THE ENERGY AUTHORITY, INC.

Its: President and CEO
Date: IJ -Ir- Jo(1
RESOURCE MANAGEMENT AGREEMENT BETWEEN THE ENERGY AUTHORITY, INC.

AND MONTEREY BAY COMMUNITY POWER AUTHORITY

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in their respective names by their respective duly authorized representatives as of the date written in the first paragraph of this Agreement.

MONTEREY BAY COMMUNITY POWER THE ENERGY AUTHORITY, INC.

By:
-------------- By: _________ _
Name: Tom Habashi Name: Joanie C. Teofila
Its: CEO Its: President and CEO
Date: Date: ----------- - - - - ------
A~~FO~
By: __e)~ L.-1J =---
Name: Dana McRae
Title: MBCP Interim General Counsel

RESOURCE MANAGEMENT AGREEMENT BETWEEN THE ENERGY AUTHORITY, INC.

ANO MONTEREY BAY COMMUNITY POWER

Staff Report Item 4
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Inaara Muhammad, Manager of Energy Programs SUBJECT: Update on 3CE’s Energy Programs
DATE: May 14, 2025
RECOMMENDATION:

Receive an update on 3CE’s Energy Programs.

BACKGROUND:
3CE’s Energy Programs have been administered since 2019 to support 3CE’s mission by serving the Central Coast community with incentives to engage in electrification initiatives, strengthen the local economy, and reduce greenhouse gas emissions. The Energy Programs portfolio has undergone several iterations to improve community-wide accessibility and achieve parity for priority communities.

Currently, 3CE offers 11 programs and two pilots to support residential, commercial, and public agency electrification efforts in the transportation, building, and agricultural sectors.

DISCUSSION/ANALYSIS:

As part of 3CE’s commitment to customers, 3CE staff continually evaluate Energy Programs’ performance by tracking several key indicators and using this analysis to improve the impact of 3CE’s Energy Programs.

The second quarter of FY 2024-25 included increased participation in 3CE's Energy Programs and led to 31% more incentives distributed than the first half of FY 2023-24. This is in part due to the enrollment of new customers in Atascadero and SLO county, increased uptake in building electrification opportunities by underserved communities, and new member agencies engaging in electrification planning. The Energy Programs Update for Q2 FY 2024-25 (Attachment 1) shows highlights of the agency’s programs’ impact through the second quarter.

3CE’s Energy Programs Portfolio Analysis Update (Attachment 2) gives a more detailed status update of the individual Energy Programs for FY 2024-25 with data collected through April 2025. These status updates share a variety of program performance metrics including equipment incentivized, housing units electrified, dollars spent, and performance on equity (e.g., incentives and support for income-qualified customers.) The update also describes strategic initiatives currently underway to enhance the Energy Programs portfolio through pilots and new program offerings. Below are highlights of several strategic initiatives across Energy Programs’ focus areas.  Transportation Electrification
- 3CE’s EV Charger Asset Pilot at the San Luis Obispo office started the implementation phase, including ADA ramp upgrades, and installation of pedestals and EV chargers. The project was highlighted at 3CE’s open house event held on March 19, 2025. Final construction, which includes fire system upgrades and energizing chargers with full commissioning and operational readiness, is scheduled for Q3 2025.  Building Electrification
- On April 10th and 17th, 3CE hosted the second round of community workshops to receive feedback on the next iteration of 3CE’s Electrify Your Home program. The sessions, held in Watsonville and Goleta, were focused on outreach, education, and communication strategies. Attendees received a presentation from staff, participated in group exercises, and provided recommendations through a poster walk and evaluation forms.

Community input will be analyzed to shape the program’s design, to develop outreach materials, and to inform customer education opportunities.  Ag Electrification
- 3CE is actively conducting outreach to eligible customers for the Hourly Flex Pricing Pilots (HFP), which provide customer savings and operational benefits through real-time, dynamic price signals and automated control of equipment for eligible agricultural customers. Three agricultural customers have successfully enrolled in HFP Expanded Pilot 1. 3CE is also actively enrolling residential and commercial customers the Hourly Flex Expanded Pilot 2. 3CE currently has four residential customers and 12 commercial customers enrolled in HFP 2.
 Demand Response
- The Residential Battery Rebate Program introduced a new scheduling assistance service to help customers set their battery systems to discharge during peak hours. In FY 2024- 25, 3CE has received 259 applications for the program. Since launch of the program in the fourth quarter of FY 2023-24, 3CE has distributed $506,500 in rebates to customers, with approximately 743 kWh of load shifted daily during the peak period of 4:00 pm to 9:00 pm.