Agenda packet — Central Coast Community Energy (3CE) Operations Board, August 13, 2025 (part 2 of 4)

In 2024, to improve the market performance of its battery storage resources, 3CE, in coordination with Silicon Valley Clean Energy, entered into a separate letter agreement with Tenaska for these services.

The resulting services are intended to be integrated with the CAISO scheduling services to increase overall operational efficiency.

DISCUSSION
As proposed, the Amended and Restated TPS Scheduling Coordinator Services Agreement will ensure that 3CE maximizes the value of its operational renewable and energy storage resources within the CAISO energy markets. TPS will also take on load scheduling services currently provided by 3CE’s other scheduling coordinator provider, resulting in further operational and cost efficiency.

With six operating renewable resources (two geothermal, one wind, and four solar + storage) and multiple additional resources expected to be online in the next year, 3CE’s need for scheduling coordinator services has increased significantly. Not only is the 3CE portfolio growing and diversifying but also the complexity of market operations and resource optimization of intermittent, hybrid, and co-located resources continues.

That increased complexity and continually evolving compliance structures, as well as the need to ensure competitive pricing for 3CE customers, prompted 3CE (in collaboration with Silicon Valley Clean Energy) to issue a Request for Proposals (RFP) for scheduling coordinator services. Four established scheduling coordinator service providers submitted bids. A joint project team evaluated submitted bids on a quantitative and qualitative basis, and TPS emerged as the preferred business partner.

TPS is a wholly owned subsidiary of Tenaska, an energy company headquartered in Omaha, Nebraska with several offices throughout North America. TPS is an established and proven provider of scheduling and settlement services for generation resources within CAISO, operating since 1997.

Under the proposed agreement, TPS will provide the following services:

1. Scheduling energy and other products into CAISO markets consistent with 3CE direction

2. Facilitating scheduling changes as necessary

3. Resource monitoring and communication coordinator regarding CAISO directives or instructions

4. Battery Optimization Services

5. Outage scheduling services

6. Shadow settlement services and analysis

7. Filing of Resource Adequacy supply plans

8. Additional support to facilitate scheduling services

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The proposed Amended and Restated contract will streamline the existing TPS scheduling coordinator service agreement, which 3CE augmented via letter agreement in 2024 to include battery optimization services and will allow for further expansion of 3CE’s portfolio. 3CE currently has three resources requiring full scheduling coordinator services, with an additional resource coming online in 2026. Four other resources require market and generation monitoring services, with two additional “non-SC” resources expected to be online in 2026. As new resources begin generating, they can be incorporated into TPS’ SC services as contemplated by the proposed agreement.

FISCAL IMPACT:

Services will be provided based on a continued fixed monthly fee for each resource. Staff cost expectations are outlined in the table below.

Scheduling Coordinator
Fiscal Year Expected Fees
25-26 $442,482
26-27 $464,520
Total $907,002
Actual costs under this agreement may deviate slightly from the expectations above since the fee schedule is based on the number of 3CE resources scheduled by TPS, as defined in the agreement. Staff intend to manage and control costs under this agreement through the annual budget process.

CONCLUSION:

Approval of the Amended and Restated agreement enables 3CE to meet the CAISO scheduling obligations through staff augmentation and consolidates existing battery optimization services under the primary scheduling agreement with TPS. The proposed Amended and Restated Agreement improves administrative clarity and operational efficiency as well as lowers near-term cost to 3CE.

ATTACHMENT(S):

1. Amended and Restated Scheduling Coordinator Services Agreement between 3CE and TPS

2. Original TPS-3CE Scheduling Coordinator Agreement

3. Second Amendment to the Letter of Agreement between TPS and 3CE for BESS Optimization Services

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1 SCHEDULING COORDINATOR AGREEMENT
This Scheduling Coordinator Agreement Agreement March 13, 2024 Effective Date Central Coast Community Energy, a California joint powers authority 3CE TPS 3CE and TPS are
also hereinafter referred to in this Agreement ind Party Parties
This Agreement consists of and is governed by the Base Agreement and the General Terms and Conditions attached hereto, together with attached exhibits incorporated by reference in this Agreement.

RECITALS
WHEREAS, 3CE directly or indirectly owns, controls and/or has power purchase and energy storage agreement PPAs generating facilities located within the CAISO and WECC markets as described further in Exhibit A hereto Resource(s) , and participates in the CAISO markets Project ;
WHEREAS, TPS is in the business of providing Scheduling Coordinator services, including scheduling Energy, load, Capacity, Ancillary Services, and managing congestion revenue rights from generating facilities through the markets operated by CAISO; WHEREAS, 3CE desires TPS to provide certain Scheduling Coordinator Services and other services for the Resources and Services, as defined below and as set forth in this Agreement, in each case, in accordance with the terms and conditions as set forth herein; WHEREAS, TPS desires to perform certain Scheduling Coordinator Services and other services for the Resources and Services, in each case, on the terms and conditions as set forth herein;
NOW, THEREFORE, in consideration of the premises, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, 3CE and TPS agree as follows:

BASE AGREEMENT

1. DESIGNATION
Except as provided in this Section 1, no Party will be an agent, partner, joint venturer, or legal representative of any other Party for any purpose whatsoever, and no Party is authorized to assume or create any obligation, liability, or responsibility, expressed or implied, on behalf of or in the name of any other Party, or to bind any other Party to any Third Party in any manner whatsoever; provided, however, that 3CE authorizes TPS to act, and TPS agrees to act, subject to the terms of this Agreement, as 3CE of the Services for the Resources.

The Parties shall conduct their respective duties, obligations, and operations related to this Agreement in accordance with the terms of this Agreement, the Governing Rules, and Prudent Industry Practice.

The relationship of 3CE, on the one hand, with TPS, on the other hand, as set forth in this Agreement is one of an independent contractor.

DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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2 2. SCHEDULING COORDINATOR SERVICES

2.1 SCID Services. TPS has obtained, or shall promptly obtain upon execution of this Agreement, an SCID that will be unique to the Resources, and TPS represents and warrants that such SCID has not been previously used and shall not be used in connection with any other transactions or Resources. TPS shall use such SCID only in respect of Transactions for 3CE and the Resources, and not for any other transaction, Resources or purpose. TPS shall be responsible for satisfying the CAISO credit requirements under the Governing Rules, including posting all required security. TPS shall pass through to 3CE CAISO SCID Fee
The Parties understand and agree that i Scheduling
Coordinator ID for Term of this Agreement. To the extent necessary, TPS shall assist 3CE in facilitating the transition with the CAISO from the SCID obtained the Parties agree to
cooperate in good faith to make necessary changes to this Agreement to accommodate this transition, provided however, such changes shall not include adjustments to the Fixed Monthly Fee for Services to be provided under this Agreement.

2.2 Scheduling. If the TPS Customer Portal is available, 3CE will utilize it to communicate desired Energy and Ancillary Services schedules for the DAM and Real-Time FMM scheduling cycles. Otherwise, a TPS developed scheduling spreadsheet template will be submitted by 3CE for the DAM and all Real-Time FMM scheduling cycles. TPS will provide, and 3CE grants TPS the authority to perform, scheduling services for the Resources i) the
Governing Rules, (ii) Prudent Industry Practice, and (iii) instructions from 3CE. As part of its Scheduling Coordinator responsibilities under this Agreement, TPS will submit all Energy and Ancillary Services bids and offers consistent with the rules and regulations of CAISO and the directions of 3CE. TPS will schedule all output from the Resources consistent with each
to TPS by 3CE; provided, however, to the extent TPS determines in its reasonable discretion that the scheduling of Products from any Resource to a Third Party creates any TPS Credit Exposure, in excess of the 3CE Threshold, for which TPS is not sufficiently secured, then TPS shall not be required to continue scheduling such Products to a Third Party unless and
Credit Exposure, in excess of the 3CE Threshold. Subject to the foregoing sentence, TPS will schedule all Transactions with the appropriate Third Parties, transmission providers, and balancing authorities, in accordance with this Agreement. 3CE will provide TPS all information relevant to or required by the Governing Rules in order to satisfy all relevant data and information required for participation in the CAISO markets. Such information will be provided to TPS in those time increments, quantities, duration, and terms in compliance with the Governing Rules.
shall, when provided to
TPS, be in a form intended to satisfy the requirements of the Governing Rules. If TPS discovers that
shall immediately notify 3CE thereof and shall coordinate to comply with such requirements. If offers cannot be modified, then TPS will have the 3CE thereof. 3CE will provide or make available to TPS all such information using the format, software, and communication format and specifications, and other technical criteria mutually agreed between the Parties. 3CE will provide TPS the necessary information at least two (2) hours prior to any applicable deadline specified under the Governing Rules. 3CE may, in lieu of providing specific offers to TPS, provide TPS DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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3 specific procedures and operating rules to be used by TPS to generate all or a portion of the offers. If 3CE does so, then TPS shall generate offers in accordance with such procedures and operating rules and submit such offers to the applicable CAISO markets in accordance with the Governing Rules.

2.3 Schedule Changes. Notwithstanding Section 2.2, 3CE may change information previously provided to TPS, provided any such change is provided to TPS no later than any applicable deadline specified under the Governing Rules. Provided that 3CE provides any such change in accordance with the deadlines provided within this Section 2.3, TPS will use commercially reasonable efforts to timely implement any such changes. In the event that any change timely provided to TPS differs from prior information for the same time period, such subsequent information, upon receipt by TPS, shall supersede the prior information, and TPS will rely upon and implement the most recent information when submitting such information to CAISO for 3CE. TPS shall promptly notify 3CE if it is unable to implement any changes provided by 3CE and provide explanation why TPS was not able to implement the changes and a mitigation plan that would enable TPS to implement the changes in the future.

2.4 24-Hour Monitoring. For Products delivered from the Resources to CAISO, TPS will administer and monitor sales to CAISO. TPS will provide 3CE with access to the CAISO Energy markets (including, without limitation, the Capacity bilateral markets) and the Services twenty-four (24) hours per Day, seven (7) Days per week, subject to market availability and operational limitations of the Resources. TPS will timely communicate with CAISO regarding the Resources and, as soon as practicable, inform 3CE of any and all CAISO directives or instructions affecting the Resources.

2.5 Outage Reporting. TPS will provide Outage scheduling services to 3CE, which will consist solely of relaying to CAISO, in such electronic data transmission format as is authorized by CAISO for the transmission of Outage information, all information furnished to TPS by 3CE concerning the Resources Outages and relaying to 3CE in a timely manner all electronic data received from CAISO concerning Outages at the Resources. TPS will transmit each Resource Outage data to CAISO within time periods specified for the transmission of such data under the CAISO Agreements. 3CE shall be responsible for furnishing such data required by the CAISO Agreements to TPS in sufficient time to permit TPS to comply with applicable timing requirements of the CAISO Agreements. If s Customer Portal is available, 3CE will utilize it to communicate Outage information.

Otherwise, 3CE shall provide the information to TPS in a template provided by TPS.

2.6 Shadow Settlement. TPS will use its proprietary data management and calculation engine, PowerTools Platform®©, to shadow settle all CAISO settlement statement versions regarding the Resources
generated
TPS parameters for further investigation of such discrepancies and filing of disputes with CAISO for 3CE, will manage these disputes with CAISO, and will regularly provide 3CE a status report on all filed disputes. TPS will also review all additional CAISO settlement statements to verify CAISO has made requested changes to prior statements and to verify the accuracy of any additional CAISO charges and credits.

2.7 RA Supply Plans. TPS will file Resource Adequacy supply plans, if any, with CAISO on behalf of 3CE and shall provide a copy of such plans to 3CE at the same time the plans are filed with CAISO.

DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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4 2.8 Support Services. The Parties acknowledge and agree that TPS will be unable to commence providing the Services contemplated by this Agreement until all necessary registrations, acknowledgements, agreements and other documentation Documentation ve been provided to and approved by CAISO to enable TPS to commence providing the Services. The period of time from the Effective Date of this Agreement until the Commencement Date Support Services Period . During the Support Services Period, 3CE and TPS shall each work diligently to ensure that all necessary Documentation is completed and necessary CAISO approvals are obtained expeditiously. 3CE shall notify TPS of the completion of all necessary Documentation and approvals. Subject to the terms of this Agreement and starting on the Effective Date, TPS shall provide to 3CE the services necessary to ensure the commencement of the Services, as such services are described in Exhibit C hereto (the Support Services . All Services under this Agreement (other than Support Services) will commence on the Commencement Date.

3. RESERVED

4. OPERATIONAL SERVICES

4.1 Schedule of Costs. The expectation is that the Resources will be economically bid into the CAISO market. 3CE will provide in writing to TPS information and instructions setting forth the bids for each Resource. If applicable, 3CE will also provide TPS information and instructions on Ancillary Services bids with respect to each Resource. 3CE will notify TPS in writing via the TPS provided template of any revisions to the operational and economic parameters for the bids. Any revision will only apply to Transactions entered into or agreed upon hereunder after receipt of such revisions by TPS.

4.2 Dispatch Instructions. The Parties acknowledge that from time to time, CAISO or a Governmental Authority may issue verbal instructions or orders to TPS affecting or requiring specific actions with respect to operation of the Resources CAISO Dispatch Instructions
following receipt of such by TPS. Based on the CAISO Dispatch Instructions, TPS shall communicate to 3CE the quantities of Energy (or any other Product) to generate or provide, or to cease generating or providing, and the time period during which such instructions are to be followed, and 3CE shall endeavor to cause the applicable Resource to promptly comply with such instructions consistent with the operational limitations of such Resource, as appropriate; provided that, if in the sole and reasonable judgment of 3CE, such compliance would create a threat to safety, risk of bodily harm or damage to equipment, or is not otherwise in compliance with the CAISO Agreements, 3CE will notify TPS immediately of the reason for non-compliance and TPS will communicate such reason to CAISO in accordance with the CAISO Agreements. TPS shall not be liable to 3CE for any damages resulting from compliance or non-compliance with any CAISO Dispatch Instruction except to the extent any non-compliance is directly attributable to TPS CAISO Dispatch
Instruction, (iii) failure to timely provide notice of such CAISO Dispatch Instruction to 3CE, or (iv) incorrect communication to 3CE of the details of such CAISO Dispatch Instruction; provided, however, that any payment required shall remain subject to the limitation of liability in Section 10.2 of the General Terms and Conditions.

5. PAYMENTS

5.1 Set-Up Fee. TPS shall charge 3CE a one-time fee for establishing and configuring the telemetry and other communication equipment and software linking the Resources to TPS (and to CAISO where applicable) and for provision of the Support Services described in DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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5 Exhibit C Set-Up Fee -Up Fee shall equal to twenty thousand Dollars ($20,000) for the Resources identified in Exhibit A. Any Resource which 3CE may request to be added to Exhibit A l, an
additional Set-Up Fee negotiated between the Parties, and an amendment to this Agreement.

5.2 Fixed Monthly Fee. For performance of the Services described herein, 3CE shall pay TPS a monthly fee equal to the amount listed for the corresponding Resource in Exhibit A Fixed Monthly Fee
on the Resource Commencement Date and continuing throughout the Term; provided that the Fixed Monthly Fee shall increase by the Escalator on the first day of the Month of each anniversary of the Commencement Date. Any Resource requested by 3CE for addition to Exhibit A after the Effective Date shall be subject to an additional Fixed Monthly Fee negotiated between the Parties and memorialized in an amendment hereto.

5.3 Pass Through Amounts and Reimbursements. Except when specified otherwise under this Agreement, 3CE shall pay TPS all Pass Through Amounts in accordance with this Agreement. TPS shall pass through to 3CE all settlement amounts it receives from CAISO for 3CE Section 6.1 of the General Terms and Conditions.

Notwithstanding anything to the contrary, no amounts shall be recovered twice pursuant to this Agreement.

6. TERM
(a) All Services and the obligation to pay fees under this Agreement, other than the Support Services and the Set-Up Fee, respectively, shall be effective as of the Commencement Date unless provided otherwise in this Agreement. All other terms, provisions, and obligations, including the Support Services, the Set-Up Fee, and associated Pass Through Amounts, shall be effective as of the Effective Date of this Agreement. This Agreement shall have a primary term beginning on the Commencement Date and expiring at 11:59:59 p.m. PPT on December 31, 2026 Initial Term Upon expiration of the Initial Term, this Agreement shall then automatically renew and extend for successive one (1) year terms (each a Renewal Term e of non-renewal to the
other Party no later than sixty (60) Days prior to the expiration of the Initial Term or any Renewal Term (as applicable).
(b) Transition of Scheduling Coordinator Services.
(i) If an Event of Default or Force Majeure occurs and is continuing with respect to TPS, TPS shall cooperate in good faith with 3CE and promptly execute all documents and take all other reasonable steps requested by 3CE that may be required or reasonably necessary to transition the Scheduling Coordinator function from TPS to 3CE
limiting the generality of the foregoing, TPS hereby agrees that 3CE has the power and right, without notice to or assent by TPS, upon the occurrence and during the continuation of any Event of Default or Force Majeure (or any other event that pursuant to the express provisions hereof allows 3CE to replace TPS as 3CE
all documents and take all other reasonable steps which may be required or reasonably necessary to transition the Scheduling Coordinator Services from TPS to 3CE TPS agrees that any request by 3CE that TPS take any action pursuant to this Section 6(b), and any action taken by 3CE pursuant to this Section 6(b), shall not constitute a breach of any DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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6 obligation in this Agreement that TPS be the exclusive provider of any Services. Subject to Section 13 of the General Terms and Conditions, to the extent a Force Majeure with respect to TPS ceases to exist, then 3CE may elect to transition the Scheduling Coordinator Services from 3CE designee back to TPS. If the Scheduling Coordinator Services are with respect to
TPS and 3CE does not terminate this Agreement in accordance with Section 11 of the General Terms and Conditions, the Parties shall cooperate in good faith to transition the Scheduling Coordinator Services to TPS at such time as such Event of Default is
cured by TPS or otherwise ceases to exist. This Section 6(b) shall survive the expiration or earlier termination of this Agreement. (ii) If TPS ceases to be the Scheduling Coordinator for the Resources and other Transactions due to the expiration or earlier termination of this Agreement or any other reason, or if TPS is performing the Scheduling Coordinator Services solely pursuant to the application of Section 6(c) of the Base is Agreement, TPS shall cooperate with 3CE
transition the Scheduling Coordinator Services and other Services hereunder (including executing any consents or documents and taking all other steps as may be required under the CAISO Agreements or as 3CE may otherwise reasonably request to remove TPS as Scheduling Coordinator for the Resources), and 3CE shall be responsible for notifying CAISO, the CPUC, and any Third Parties, as applicable, involved or relating to this Agreement, of
Coordinator for the Resources. In the event that, after the expiration or earlier termination of this Agreement, TPS receives statements or invoices from CAISO or other Third Parties related to 3CE or pertaining to the Resources or any Transactions, as outlined in Section 6.1 of the General Terms and Conditions, TPS shall pass through charges reflected in those statements or invoices to 3CE and 3CE shall be responsible for payment.

This Section 6(b) shall survive termination of this Agreement. (c) Notwithstanding anything to the contrary in any provision of this Agreement, but Section 6(b) of the Base is
Agreement, if, on the date this Agreement would expire or otherwise terminate, Resources, then the Term of this Agreement shall be deemed to continue (and the terms of this Agreement shall survive) until the date that CAISO confirms in its system that TPS is no longer the Scheduling Coordinator for the Resources. (d) Termination for Performance. If at any time a Party believes the performance of the other Party under this Agreement is deficient, such Party has the right to provide the other Party with written notice of the performance deficiency, along with a description of the performance deficiency Notifying Party . Upon receipt of such notice of performance deficiency, the Party receiving notice Notified Party shall have thirty (30) Days to correct such performance deficiency and within seven (7) Days from receipt of the notice to provide a written description to the Notifying Party of the remedial actions taken or to be taken to restore or improve the quality of performance, including by addressing the areas of performance identified in the notice. If the Notified Party fails within such thirty (30) Days to restore the quality of performance to a level deemed satisfactory to the Notifying
right, following expiration of the thirty (30) Day remediation period, to terminate this DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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DocuSign Envelope ID: BA464234-C366-4113-8BD3-6B2813E4302A Date.

Execution Version
Agreement by providing thirty (30) Days' written notice to the Notified Party and designating a termination date ("Termination for Performance"). Within thirty (30) Days following the effective date of any such Termination for Performance, each Party will pay to the other Party the sum of all amounts that are owed for activity performed prior to such effective date, but no additional termination fee will be owed. For the avoidance of doubt, (a) the rate or amount of fees for Services payable under Section 5 of the Base Agreement or (b) the experience of lower than desired revenues received by 3CE for sales of Products where such lower revenues result from general market conditions, rather than caused by the performance of a Party, shall not be grounds for invoking a Termination for Performance. The obligations in this Section shall survive the expiration or earlier termination of this Agreement.
(e) For the avoidance of doubt, from and after the Effective Date and for the duration of the Term, no Party shall have any right to terminate this Agreement early or otherwise exercise a non-renewal of this Agreement except to the extent expressly permitted under the terms of this Agreement or as otherwise mutually agreed by the Parties in writing.

WITNESS that the Parties have executed this Agreement effective as of the Effective

CENTRAL COAST COMMUNITY ENERGY
By G!�;.:�k,w h
Name: Ro ert M s aw
Title: chief Executive officer
Approved as to Form:
�;·�ht,
Central Coast Community Energy
General Counsel
TENASKA POWER SERVICES CO.

By:��'-'--=-�---'---¼-'--;f:_Ul/� :5 H{_�)'-- Name: Kevin R. Smith Title: President
::�E&S CO.

Na �:;pent
Title: Vice President
7 Approved as to Financial Terms:

By:

Dewayne Woods, Chief Financial Officer
___________________________________________________________________________________ DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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8 GENERAL TERMS AND CONDITIONS
SECTION 1

Affected Party Section 8.3 of the General Terms and
Conditions.

Affiliate means, with respect to any Person, (i) any other Person, directly or indirectly, controlling, controlled by, or under common control with such Person, or (ii) any other Person under the joint control, directly or indirectly, of such Person. As used in this definition, the term securities of such Person or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, through ownership of voting securities, by contract or otherwise.

Agreement of this Agreement.

Ancillary Services has the meaning given that term in the CAISO Agreements.

Applicable Laws means any act, statute, law, regulation, permit, license, ordinance, rule, judgment, order, decree, directive, guideline, or policy (to the extent mandatory) or any similar form of decision or determination by, or any interpretation or administration of, any of the foregoing by any Governmental Authority with jurisdiction over the Resources, TPS, 3CE, or the Services to be performed under this Agreement.

Assessments e meaning set forth in Section 8.3 of the General Terms and Conditions.

Business Day other than a Saturday, Sunday, or Day on which Federal Reserve member banks in New York are closed for business.

Business Hours Central
Prevailing Time on Business Days.

CAISO alifornia Independent System Operator Corporation or any successor thereto.

CAISO Agreements
applicable CAISO bylaws, procedures, rules, manuals or documents, or any successor, superseding or amended versions thereof that may take effect from time to time.

CAISO Business Practice Manuals
CAISO, as amended, restated, supplemented, or otherwise modified from time to time.

DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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9 CAISO Dispatch Instructions that term in Section 4.2 of the Base Agreement.

CAISO SCID Fee Section 2.1 of the Base Agreement.

CAISO Tariff shall mean the California Independent System Operator Corporation Fifth Replacement FERC Electric Tariff, effective April 1, 2022, as amended from time to time, including any schedules, appendices or exhibits attached thereto.

Capacity e ability to generate
and provide or deliver a Product, and includes the meaning defined in the Governing Rules.

Commencement Date the Effective Date, or (ii) the date upon which TPS receives notice that CAISO authorizes TPS to commence representing the first Resource identified on Exhibit A
Confidential Information Section 14.1(a) of the General Terms and Conditions.

Central Prevailing Time CPT shall mean standard time or daylight saving time, as applicable to the central time zone of the United States.

CPUC
public utilities in California).

Credit Exposure shall mean the net amount one Party would owe the other Party if all Transactions and Services between the Parties under this Agreement were closed out and terminated, and all obligations under this Agreement were accelerated and netted against amounts the other Party would owe such Party on the date of credit calculation to derive the amount of credit exposure faced by one Party to the other Party or a Third Party. This calculation will include amounts owed for delivered Products or Services whether billed or unbilled, the forward value of committed but undelivered Products taking into account deviations in the current market value of a Product from the value or price of such Product prevailing at the time a Transaction was entered into, or prevailing at the time such Product was offered into CAISO, the forward value of amounts owing to or from CAISO for estimated future settlement obligations and revisions, and any fees for Services due and owing under this Agreement.

Credit Support shall mean cash, pre-payments, letters of credit, and, if acceptable to the requesting Party, may include guarantees or other reasonable forms of security.

Daily Schedule Section 3.2(a) of the General Terms
and Conditions.

Damages Cap given that term in Section 10.2 of the General Terms and Conditions.

Day
Day-Ahead
Day-Ahead Market DAM has the meaning given that term in the CAISO Agreements.

Defaulting Party given that term in Section 11.2 of the General Terms and DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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10 Conditions.

Delivery Point 3CE delivers Products, which in a typical Transaction shall be the point(s) at which the electric interconnection facilities utilized to meter and financially settle the delivery of Products from the Resources, meet with the high voltage side of the physical interconnection between the Resources and the applicable transmission service provider. For a specific Transaction, the Parties may agree to any Delivery Point that is a defined point at which financial settlement may occur within the CAISO region.

Documentation forth in Section 2.8 of the Base Agreement.

Due Date means the tenth (10th) Day after receipt of ; provided, however, if such Day is not a Business Day, the next Business Day.

Effective Date of the Agreement.

Energy has the meaning given the term in the CAISO Agreements.

Energy Imbalance Market or EIM has the meaning given the term in the CAISO Agreements.

Escalator shall equal the greater of (i) the percentage change in the Consumer Price Index for - (12) consecutive Months ending prior to the first Day of the Month in which the Commencement Date occurs each year during the Term, from the annual average CPI-U prevailing for the prior twelve (12) consecutive Month period, or (ii) two percent (2.0%).

Event of Default Section 11.1 of the General Terms and
Conditions.

FERC
Fifteen-Minute Market FMM as defined in the CAISO Agreements.

Fixed Monthly Fee Section 5.2 of the Base Agreement.

Force Majeure Section 13.1 of the General Terms and Conditions.

Governing Rules shall mean all applicable CAISO Agreements and any applicable rules and/or directives of CAISO, the CPUC, NERC, FERC or any successor thereto, as the same may be amended from time to time.

Governmental Authority of competent
jurisdiction, administrative agency or commission or other governmental or regulatory instrumentality, agency, authority or authorized arbitral body thereof, including without limitation, CAISO, the CPUC and the NERC.

Imaged Agreement the meaning set forth in Section 16.12 of the General Terms and Conditions.

Initial Term Section 6(a) of the Base Agreement.

Interest Rate
as may from time to time be published in The Wall Street Journal under DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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11 on such Day (or if not published on such Day, on the most recent preceding Day on which published), plus two percent (2%) or (ii) the maximum rate permitted by Applicable Law.

Inter-SC Trade Agreements.

Material Adverse Change means, with respect to a Party, or The Tenaska Guarantors, as applicable, the occurrence of one or more events which, in the commercially reasonable judgement of the other Party, constitutes a material adverse change in the creditworthiness, financial liquidity, access to capital, financial responsibility or ability of the Party or the Tenaska Guarantors to perform their obligations under this Agreement or the Tenaska Guaranty, as applicable.

Month
MW
MWh
NERC North American Electric Reliability Corporation or any successor thereto.

Non-Defaulting Party the meaning set forth in Section 11.2 of the General Terms and Conditions.

Notified Party the meaning set forth in Section 6(d) of the Base Agreement.

Notifying Party the meaning set forth in Section 6(d) of the Base Agreement.

Outage shall have the meaning given the term in the CAISO Agreements and shall also include any Forced Outage, Approved Maintenance Outage, Maintenance Outage (as each such term is defined in the CAISO Agreements), or decrease in capacity or output at any Resource, whether or not caused by an event of Force Majeure, resulting in interruption, curtailment, reduction, or cessation of the production or provision of Products from the Resource.

Party Parties meaning set forth in the Recitals.

Pass Through Amounts shall mean, without duplication, all actual, direct Third Party costs incurred by TPS; all charges assessed against TPS by CAISO or any other Governmental Authority and payable by TPS; all credits received by TPS from CAISO; and, to the extent expressly stated to be a Pass Through Amount herein, amounts payable to any other Third Party; provided, in each case, that such costs and charges are directly allocable to performance of the Services in accordance with the terms of this Agreement and are directly allocable to Services performed for the Resource cost of (i) providing any Credit Support to 3CE; (ii) any Credit Support provided to CAISO; or (iii) doing business in CAISO generally.

Except with respect to Pass Through Amounts related to CAISO, transmission costs and any charges assessed or imposed by any Governmental Authority, TPS shall use commercially reasonable means to obtain the prior approval of 3CE before incurring any other Third Party costs or charges that are to be passed through to 3CE as Pass Through Amounts.

Permit
variance, franchise, permit, authorization, license, or similar order of or from any federal, state, county, municipal, or other governmental body, instrumentality, agency, authority, or court having jurisdiction over the matter in question.

DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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12 Permitted Termination has the meaning set forth in Section 8.6 of the General Terms and Conditions.

Person
trust, partnership, limited liability company, municipality (including any municipal electric board, cooperative, power utility, agency, or subdivision), rural electric cooperative, or other entity.

Pledgor Section 7.6(c) of the General Terms and Conditions.

PowerTools Platform®© shall have the meaning as set forth in Section 2.6 of the Base Agreement.

PPA(s) as further described in Exhibit B of this
Agreement.

PPT the standard time or daylight saving time, as applicable to the Pacific time zone of the United States.

Pricing Node PNode
Proceedings Section 16.3 of the General Terms and
Conditions.

Product(s) Capacity, Energy, and Ancillary Services from the Resources that are scheduled in the CAISO markets under this Agreement (collectively and individually).

Project
Prudent Industry Practice
practices, methods, techniques, standards and acts that, at the time of the performance under this Agreement, are then engaged in or approved by a significant portion of the independent power production industry and that, in the exercise of reasonable judgment in light of the facts known at the time of performance, would have reasonably been expected to accomplish the desired results.

Prudent Industry Practice is not intended to be limited to the optimum practices, methods, techniques, standards and acts to the exclusion of all others, but rather reflect the range of the practices, methods, techniques, standards and acts then generally accepted in the CAISO market, having due regard for, among other things, contractual obligations, Applicable Laws, Permits, and the Governing Rules.

Real-Time Agreements.

Recording as set forth in Section 16.10 of the General Terms and Conditions.

Renewal Term in Section 6(a) of the Base Agreement.

Representatives
without limitation, attorneys, accountants, partners, and consultants.

Resource Resource(s) shall have the meaning set forth in the Recitals to this Agreement.

Resource Commencement Date means the date upon which TPS receives notice that CAISO authorizes TPS to commence representing each of the Resources identified on Exhibit A within DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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13 Responsible Party Section 8.3 of the General Terms and Conditions.

Resource Adequacy Capacity RA means Resource Adequacy Capacity as further defined in the CAISO Agreements or by the CPUC. Resource Adequacy Capacity may have system, local and/or flexible attributes as determined by the CPUC and CAISO and as specified by 3CE.

Scheduling Coordinator given the term in the CAISO Agreements.

SCID , for purposes of this Agreement, the Scheduling Coordinator ID assigned to TPS by CAISO in which the Resources reside.

Secured Party Section 7.6(c) of the General Terms and
Conditions. "Service Fees means, with respect to a Month, the Fixed Monthly Fee.

Services shall mean, collectively, all Scheduling Coordinator services required under the Governing Rules for the Resources and provided pursuant to this Agreement, including the obligations set forth in Section 2 of the Agreement and Sections 2 and 6 of the General Terms and Conditions, Operational Services pursuant to Section 4 of the Base Agreement, Support Services, and any other services that TPS and 3CE have expressly agreed to under this Agreement.

Set Point . Set-Up Fee Section 5.1 of the Base Agreement.

Settlement Process Section 7.7 of the General Terms and Conditions.

Support Services has the meaning set forth in Section 2.8 of the Base Agreement.

Support Services Period Section 2.8 of the Base Agreement.

TEH Section 7.6(a) of the General Terms and Conditions.

TEI shall have the meaning set forth in Section 7.6(a) of the General Terms and Conditions Tenaska Guarantors shall have the meaning set forth in Section 7.6(a) of the General Terms and Conditions
Tenaska Guaranty shall have the meaning set forth in Section 7.6(a) of the General Terms and Conditions
Term shall mean the period commencing on the Effective Date through and including the expiration of the Initial Term and any Renewal Term, as applicable, subject in all cases to any early termination of the Agreement as permitted herein and subject to Section 6(c) of the Base Agreement.

Termination for Performance Section 6(d) of the Base
Agreement.

Third Party 3CE or TPS.

DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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14 TPS Customer Portal the internet site designated by TPS which provides access to public and 3CE-specific information and a means to transmit certain information from 3CE to TPS.

Transaction a particular transaction relating to the scheduling, delivery, sale, and/or purchase of a Product, as applicable.

WECC means the Western Electricity Coordinating Council.

Weekly Payment Procedure Exhibit D.

Weekly Statement Exhibit D.

The terms defined above have the meanings set forth above for all purposes, and such meanings are equally applicable to both the singular and plural forms of the terms defined. "Include," "includes" and "including" shall be deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import. Any agreement, instrument, document, rule or law defined or referred to herein means such agreement, instrument, document, rule or law as from time to time amended, modified or supplemented. References to a Person include its successors and permitted assigns. "Hereof," "herein," "hereunder" and comparable terms refer, unless otherwise expressly indicated, to the entire agreement or instrument in which such terms are used and not to any particular Article, Section or other subdivision thereof or attachment thereto. References in an instrument to "Article," "Section" or another subdivision or to an attachment are, unless the context otherwise requires, to an article, section or subdivision of or an attachment to such agreement or instrument. All references to exhibits or appendices in any agreement or instrument that is governed by this Agreement are to exhibits or appendices attached to such instrument or agreement. References to any gender include, unless the context otherwise requires, references to all genders. References to "$" or to "Dollars" shall mean the lawful currency of the United States of America.

SECTION 2

PERFORMANCE OBLIGATIONS

2.1 Commencement. 3CE and TPS shall use commercially reasonable efforts to complete and submit any and all Documentation and fulfill any other steps required by CAISO, authorizing TPS to act as 3CE
the Resources in accordance with the terms herein and applicable Governing Rules. s obligations to perform Services under this Agreement other than Support Services shall not commence until the Commencement Date.

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15 from selling a particular Product under its market based rate authority, as to that Product, TPS will act as 3CE
Product.
(b) For the avoidance of doubt, TPS, in its role as for the Resources hereunder, shall schedule all of Transactions associated with the Resources which require scheduling with CAISO for 3CE subject to and in accordance with this Agreement.

2.3 Standard of Performance. TPS will perform the Services in a timely, good, workmanlike and commercially reasonable manner and in accordance with (i) the Governing Rules and Applicable Law, (ii) Prudent Industry Practice, (iii) instructions from 3CE, and (iv) the terms of this Agreement.

2.4 Exclusivity. For the Resources, subject to the terms and conditions of this Agreement, 3CE grants TPS the exclusive right during the Term to:
(a) Services such that,
(i) the Resources designated in Exhibit A will be solely represented by TPS as Scheduling Coordinator;
(ii) 3CE will schedule all Products through and with TPS; and (iii) during the term of this Agreement, 3CE will not schedule Products related Ito the Resources directly with CAISO, or through any other Person except TPS, as long as there is no Force Majeure event or Event of Default that has occurred and is continuing with respect to TPS;
(b) serve as 3CE representative, limited to the purpose of representing 3CE as the Scheduling Coordinator for the Resources in communications with CAISO, as provided under Section 2 of the Base Agreement; and
(c) schedule the Products per 3CE ; and
(d) administer the purchase or sale of Products from the Resources into CAISO in accordance with the terms and conditions of this Agreement and the Governing Rules.

2.5 Reserved.

2.6 Reports. To the extent TPS is purchasing or selling Products from or pertaining to the Resources, in order to transact and settle such Products with CAISO pursuant to Section

2.2(a) of these General Terms and Conditions , TPS shall deliver a report to 3CE in a mutually agreed format, containing the provisions of such Transaction(s), including the type of Product and the quantity thereof that TPS has sold or purchased. The Parties agree that TPS s provision of this report will be deemed to be a confirmation of Transactions entered into pursuant to Section 2.2(a) of these General Terms and Conditions.

2.7 Regulatory Reporting. TPS will reasonably assist 3CE in data collection for 3CE regulatory reporting obligations upon 3CE . 3CE will be responsible for required state, federal or regional reports applicable to its licenses and business interests. For clarification, nothing herein shall obligate TPS to prepare or submit any regulatory or DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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16 governmental reports for 3CE; provided, however, that TPS shall timely provide to 3CE all information in its possession that is reasonably requested by 3CE for 3CE governmental reports. For clarification, TPS will provide 3CE with transaction details in its possession in a format readily usable by 3CE to submit its FERC Electric Quarterly SECTION 3

OPERATIONAL ISSUES

3.1 Resource Information. To the extent applicable to the Resources, 3CE will provide or cause to be provided to TPS the following information:
(a) all CPUC, CAISO and/or EIM registration and system modeling information required for the provision of Services applicable to the Resources, including but not limited to information relating to the CAISO and/or EIM network model, as soon as reasonably practicable after the Effective Date; and (b) all relevant parameters, Real-Time data telemetry point map, Delivery Point(s), and Pricing Node(s), each as applicable to each Resource and as may be required by the Governing Rules, along with any other information about the Resources that 3CE reasonably believes would be helpful for TPS to know or that TPS reasonably requests in connection with the Services provided under this Agreement. TPS will provide assistance to 3CE to identify required information. 3CE will use good faith efforts to, as soon as practicable, provide TPS with any and all applicable additions or changes to the above information required for the provision of Services. TPS may rely on the most recent information 3CE has supplied to TPS.

Resources may only be added to or removed from this Agreement through a written amendment of this Agreement executed by the Parties.

3.2 Daily Schedule of Sales Commitments and Products Availability. (a) If applicable, two hours prior to the deadline specified in the Governing Rules for Day-Ahead Market submissions on each Day, or sooner if practicable, 3CE will provide or cause to be provided Daily Schedule
setting forth 3CE
the Resources based on anticipated operational requirements and the level of 3CE CAISO market. The Daily Schedule will also describe the nature and expected duration of any scheduled or unscheduled limitations of each Resource, or any Resource maintenance requirements, that have not previously been communicated for the Day on which the Daily Schedule is received, or any succeeding Day.
(b) In addition to providing TPS with the Daily Schedule, throughout each operating Day, 3CE must provide or cause to be provided to TPS updates on 3CE to sell Products when and if such information changes materially from that information previously communicated to TPS by 3CE. These updates will be provided via a mutually agreed upon template sent electronically or over the phone or such other means as mutually agreed by the Parties. If updates occur over the phone, 3CE will make commercially reasonable efforts to send the template with the updated information as soon as is practicable, and TPS will make commercially reasonable efforts to submit the schedule.

DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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17 SECTION 4

INSURANCE

4.1 Insurance Requirements. Prior to commencement of this Agreement, TPS shall provide a obtained.

This verification of coverage shall be sent to 3CE.

4.2 Minimum Limits. s duty to defend and indemnify, TPS shall maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following minimum limits of liability:
(a) Commercial General Liability Insurance, including but not limited to premises and operations, including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability, Broad form Property Damage, Independent Contractors, Products and Completed Operations, and cross-liability with a combined single limit for Bodily Injury and Property Damage of $1,000,000 per occurrence, and $2,000,000 in the aggregate. Such requirement may be met through any combination of primary and excess policies.
(b) Business Automobile Liability Insurance, covering all motor vehicles, including owned, leased, non-owned, and hired vehicles, used in providing services under this Agreement, with a combined single limit for Bodily Injury and Property Damage of $1,000,000 per occurrence.
(c) , if TPS employs others in the performance of this
Agreement, in accordance with California Labor Code section 3700 and with of $1,000,000 each person, $1,000,000 each accident and $1,000,000 each disease.

4.3 Term of Insurance. Unless otherwise specified by this Agreement, all such insurance shall be written on an occurrence basis, or, if the policy is not written on an occurrence basis, such policy with the coverage required herein shall continue in effect for a period of two (2) years following the date TPS completes its performance of services under this Agreement.

4.4 Additional Insureds. Commercial general liability and automobile liability policies shall include 3CE, its directors, board members, officers, agents, and employees as Additional s work, including ongoing and
completed operations, and shall further provide that such insurance is primary insurance to any insurance or self-insurance maintained by 3CE and that the insurance of the s
insurance.

SECTION 5

EQUIPMENT AND DATA TRANSMISSION

5.1 Data Transmission. The Parties agree that 3CE will send or cause to be sent telemetered data directly to CAISO and communicate required telemetered data from and to the Resources. 3CE shall continually transmit, or cause to be continually transmitted, operational Resource data to TPS on a Real-Time basis as required by the Governing Rules.

5.2 Communication Cost. 3CE shall provide TPS with access to all applicable CAISO communication systems available to 3CE, as necessary for TPS to provide 3CE with DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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18 Services described in this Agreement or as may be required by the Governing Rules. 3CE shall reimburse TPS for all additional reasonable Third Party costs or expenses incurred by TPS for equipment or facilities located at 3CE and solely related to providing communications to the Resources or to adjust for changes in (i) CAISO or NERC communication criteria or standards, or (ii) communication technology implemented by 3CE s provision of additional
equipment or facilities have been authorized by 3CE, all of which shall be passed through to 3CE as Pass Through Amounts under this Agreement. Prior to incurring any such Third Party costs subject to reimbursement by 3CE, TPS shall provide 3CE with an estimate of and explanation of the need for such costs and obtain 3CE which shall not be unreasonably withheld. For such communication costs, TPS will invoice 3CE for such Pass Through Amounts in accordance with Section 7.1 of the General Terms and Conditions, providing 3CE with supporting details from s invoices from Third Party communications providers or vendors. Included in communications costs reimbursable by 3CE are any incremental costs applicable to CAISO WAN costs attributable to 3CE that are supported by cost documentation from CAISO.

SECTION 6

SETTLEMENTS AND PASS THROUGH AMOUNTS

6.1 CAISO Settlements; Pass Through Amounts. TPS will administer all settlement charges and payments with CAISO related to the scheduling of the Products in the CAISO markets and Third Parties, as applicable, and will invoice or credit (as applicable) 3CE in accordance with Section 7.1 of the General Terms and Conditions for such payments TPS made to or received from CAISO, or Third Parties for any Pass Through Amounts and settlement payments related to any other Transactions or Services to 3CE under this Agreement. Subject to the provisions of Section 7 of the General Terms and Conditions, the Parties understand that TPS will not charge or credit 3CE for such settlement charges and payments until TPS has been charged or credited for such payment. In addition, the Parties understand that when CAISO short pays or otherwise fails to pay TPS amounts related to the Resources or other Transactions, then TPS shall not be obligated to pay 3CE such unpaid amounts until TPS has received such unpaid amounts due from CAISO.

When paid by CAISO or a Third Party, as applicable, TPS will credit any such payments received to 3CE on the next invoice delivered by TPS to 3CE pursuant to Section 7 of the General Terms and Conditions herein. For the avoidance of doubt, receipt of payments from CAISO by TPS shall include receipt of payment in the form of credit or offset against other payment obligations owed to CAISO (to the extent permitted under the CAISO Agreements). 3CE shall reimburse TPS for all Pass Through Amounts assessed by CAISO or Third Parties to the extent related to or apportionable to any Transactions or Services. 3CE shall pay its proportionate share of all Pass Through Amounts assessed against or credited to TPS by CAISO, a transmission or distribution company, or regulatory authority, as applicable, to 3CE. As used in the previous sentence, the term shall mean that 3CE shall pay all Pass Through Amounts directly allocable to the Resources, Transactions and Services. All Pass Through Amounts and CAISO settlement charges and payments shall be payment obligations of the applicable Party that shall be due and payable as provided in Section 7 of the General Terms and Conditions. These obligations shall survive the termination of this Agreement.

6.2 Allocation Shares. The Parties acknowledge that 3CE and Silicon Valley Clean Energy SVCE om the Resources set forth in Exhibit
A under the heading of Shared Resources and 3CE is solely entitled to the Product of the Resources set forth in Exhibit A under the heading of 3CE Resources. In each invoice delivered pursuant to this Agreement, TPS shall (a) allocate the CAISO Settlements, Pass Through Amounts and applicable Service Fees to 3CE and SVCE in accordance with the DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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19 percentages set forth in Exhibit A for Shared Resources, and (b) assign all CAISO Settlements, Pass Through Amounts and Services Fees to 3CE for 3CE Resources.

6.3 Reconciliation. TPS will reconcile all CAISO statements and Pass Through Amounts related to the Resources and Transactions. When TPS provides 3CE with each invoice, if 3CE disputes the accuracy of an invoice, it shall raise the dispute with reasonable notice to TPS prior to any deadline for contesting such settlement statements established in the Governing Rules, or otherwise 3CE shall be deemed to concur in accuracy.

In the event 3CE has a question regarding a specific charge noted in any invoice, 3CE may review the specific information related to such charge in the applicable supporting statement; provided, however, the exercise of this right shall not extend the then-applicable period in which 3CE must challenge any invoice. If 3CE disputes the accuracy of any invoice relating to Pass Through Amounts, TPS agrees, upon 3CE at 3CE reasonably act on 3CE
CAISO or, if applicable, a Third Party, acting in accordance with the Governing Rules in pursuing such billing disputes, as applicable; provided, however, at any time in the dispute resolution process, TPS may cease such efforts to contest Pass Through Amounts in the event TPS determines in its commercially reasonable judgment that (i) such Pass Through Amounts are correct, (ii) such dispute resolution is unlikely to be successful in adjusting the disputed Pass Through Amounts, or (iii) the cost or effort to continue pursuit of the dispute resolution process is unacceptable to TPS. In such event, TPS will notify reasonable time prior to abandoning the claim, and in the event an assignment of claims is permitted under the Governing Rules, TPS will assign the claim under dispute to 3CE . 3CE will be solely responsible for
verifying the accuracy of meter data that is used to calculate CAISO Settlements with CAISO. 3CE and TPS will cooperate to provide any supporting data relating to the dispute in sufficient time for TPS to provide such data to CAISO under applicable Governing Rules.

If the dispute resolution data is not submitted on time, or the dispute resolution is adverse to 3CE, 3CE shall pay all Pass Through Amounts based upon the CAISO data. TPS shall not be responsible to 3CE for errors in meter data supplied by CAISO or any other source, if applicable, for use in settlement calculations. The obligations in this Section 6.2 shall survive the expiration or earlier termination of this Agreement.

SECTION 7
BILLING; PAYMENT; CREDIT

7.1 Invoices. All Services hereunder and Transactions hereunder will be accounted for on the basis of the settlement procedures set by the Governing Rules. The accounting period for Services, Transactions, and CAISO settlements will be one (1) Month. TPS s monthly invoices will detail the Services and quantity of Products and imbalance charges scheduled and settled for 3CE under this Agreement during the applicable billing Month , 3CE to account
for revised settlement billing statements received from Third Parties and from CAISO (and any applicable Pass Through Amounts), which invoice shall contain such detail and substantiating documentation as 3CE may reasonably request. In the event a CAISO statement conflicts with 3CE s records, the CAISO statement will govern subject to any dispute 3CE timely raises with TPS for submission to the CAISO regarding such statement; provided however that submission of a dispute will not relieve a Party of its payment obligation until the dispute is resolved and to the extent adjustments are made s invoice will show the amount that each Party owes (or is owed) pursuant to this Agreement. Invoices may be based upon estimated quantities, costs, and prices and adjusted by subsequent invoices once actual quantities, costs, and prices become known, pursuant to the Settlement Process.

DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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20 7.2 Payment Date. A Party owing a Payment to the other Party, as set forth in the monthly invoices, shall make the payment on or before the tenth (10th) day after receipt of the Monthly Due Date . In addition to the billing and payment process described in this Section 7, the Weekly Payment procedure set forth in Exhibit D will apply when the Resource is in a TPS SCID.

7.3 Late Payment. Amounts owed, but not paid on or before the Due Date will be payable with interest at the Interest Rate calculated daily from the Due Date until payment is received; provided, however, for payments from CAISO or a Governmental Authority, TPS will pass through to 3CE only such interest payments received from CAISO or the Governmental Authority for payments due 3CE.

7.4 Offset. In the event that 3CE and TPS are each required to pay an amount to the other in the same Month pursuant to this Agreement, then such amounts will be aggregated, and the Parties will discharge their obligations to pay through offset. In such an offset, the Party owing the greater aggregate amount will pay to the other Party the net difference between the amounts owed.

7.5 Billing Disputes. In the event 3CE, in good faith, disputes any TPS invoice, 3CE will provide TPS with written notice of the disputed amounts, together with a statement describing the particulars of the dispute, including the calculations with respect to any errors or inaccuracies, and any such amounts (other than Pass Through Amounts) so disputed shall not be required to be paid until resolution of the dispute. TPS agrees to work diligently with 3CE to clarify and/or correct any error or suspected errors on the invoices before the Due Date. Except to the extent that TPS agrees that any Pass Through Amount is not due, the Party owing any amount shall pay all amounts of Pass Through Amounts, assessed pursuant to Section 5.3 of the Base Agreement, even if disputed, set forth in the TPS invoice on or before the Due Date. If it is subsequently determined that 3CE has overpaid or underpaid amounts actually due, the Parties will make any necessary adjustments within ten (10) Days after determination of any overpayment or underpayment. Subject to Section 7.4 of the General Terms and Conditions, the Party in receipt of any overpayments shall refund such overpayments with interest accrued at the Interest Rate from the date payment was received. The obligations under this Section 7.5 will survive the expiration or earlier termination of this Agreement.

7.6 Credit Support.
(a) TPS Credit Support and Limits. obligation to utilize and continue TPS Services under this Agreement is conditioned upon TPS satisfying 3CE policies and requirements. If at any time during the Term 3CE incurs any Credit Exposure to TPS, 3CE may request, and upon receiving such request, TPS shall promptly cause to be delivered to 3CE, a guaranty duly executed by Tenaska

TEH TEI
Tenaska Guarantors five million Dollars ($5,000,000
USD), in favor of 3CE Tenaska Guaranty
and TPS shall cause the Tenaska Guaranty to remain in full force and effect until TPS no longer has any remaining obligations under this Agreement. If at any time (i) TPS fails to maintain the Tenaska Guaranty in accordance with this Section, (ii) a Material Adverse Change has occurred with respect to the Tenaska Guarantors, or (iii) the liability limit of the Tenaska Guaranty is less than 3CE to TPS, 3CE shall have the right to request additional adequate Credit Support in an amount sufficient to secure 3CE TPS. A failure by TPS to provide such additional adequate Credit Support pursuant to this Section 7.6(a) DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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21 within three (3) Business Days of receiving a request hereunder will be an Event of Default pursuant to Section 11.1(a) of the General Terms and Conditions. (b) 3CE Credit Support and Limits. TPS
conditioned upon 3CE th TPS
3CE shall provide TPS with adequate assurance of its creditworthiness prior to the Commencement Date, and shall provide adequate Credit Support throughout the Term to cover TPS 3CE. Upon request, 3CE shall promptly provide quarterly, annual, and other financial data as reasonably requested to enable TPS to monitor 3CE
Term, exceeds
the 3CE Threshold, then TPS shall have the right to request additional adequate Credit Support in an amount sufficient to secure Credit Exposure to 3CE above the 3CE Threshold. A failure by 3CE to provide Credit Support pursuant to this Section 7.6(b) within three (3) Business Days of receiving a request hereunder will be an Event of Default pursuant to Section 11.1(a) of the General Terms and Conditions. Unless TPS has received Credit Support to cover its Credit Exposure to 3CE above the 3CE Threshold, TPS shall not be obligated to perform or receive, as the case may be, any Services or Transactions under this Agreement and may suspend performance until adequate Credit Support is provided. (c) Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either or both Parties deliver Credit Support Pledgor
Secured Party
right of setoff against), and assignment of, all cash collateral and cash equivalent collateral and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of, such Secured Party, and each Party agrees to take such action as the other Party reasonably -priority security interest in, and
lien on (and right of setoff against) such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon TPS settlement payments from CAISO, the settlement payments shall be deemed Credit Support posted by 3CE until disbursed to 3CE by TPS under Section 7.2 of the General Terms and Conditions. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default, the Non-Defaulting Party may do any one or more of the following: (i) exercise any of the rights and remedies of a Secured Party with respect to all Credit Support including any such rights and remedies under law then in effect; (ii) exercise its rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding letter of credit issued for its benefit; and (iv) liquidate all Credit Support then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party including any equity or right of purchase redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the Credit Support obligations under this Agreement (the Pledgor remaining liable for any amounts obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

7.7 True-Up/Credit Provisions. The Parties understand and agree that CAISO issues, revises, and restates its settlement statements in accordance with the Governing Rules (the Settlement Process the Parties agree that
DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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22 either Party may raise a dispute with CAISO with respect to any statement or payment after other applicable deadlines for disputing such statement or payment have passed so long as such dispute is raised no later than ten (10) Days following the date of the relevant CAISO settlement statement
al payments to
TPS or being owed payments by TPS. Upon receipt of each invoice and not later than the Due Date, 3CE shall pay TPS any amounts owed, and TPS shall pay 3CE any No invoice rendered by
TPS to 3CE under this Agreement shall be final until and unless CAISO has determined that no further restatement or resettlement of such Month shall occur and TPS has transmitted an invoice to 3CE for that Month reflecting any and all CAISO settlement statements applicable to that Month.
(a) Security After Termination. Upon termination of the Agreement, TPS will make a good faith estimate of any amounts by which CAISO may adjust prior settlement statements during the Settlement Process for Months of Service under this Agreement and will advise 3CE of such estimated amounts. The Party owed the greater aggregate amount, provided that such amount exceeds fifty thousand Dollars ($50,000), may demand reasonable security of performance, the Party estimated to owe the greater aggregate amount shall provide such Credit Support acceptable to the requesting Party in its reasonable discretion. TPS will continue to transmit settlement invoices to 3CE, as described herein. Upon receipt of each invoice and not later than the Weekly Due Date, 3CE shall pay TPS any amounts owed, and TPS shall pay 3CE any amounts owed, which arise from Settlement Process. Section 7.7 and 7.7(a) shall survive termination of the Agreement until the Settlement Process for months of Service under the Agreement is complete, invoices have been issued to 3CE, and payments between the Parties have been resolved.
(b) Statements received after termination of this Agreement. After the expiration or earlier termination of this Agreement, if TPS receives any statements from CAISO or Third Parties, whether adjustments or revisions, attributable to any Pass Through Amounts under this Agreement, TPS will invoice or pay 3CE accordingly.

TPS will continue to send monthly invoices to 3CE reflecting any revisions, corrections, or adjustments to prior m
transmitted invoices which reflect corrections for any month made by CAISO, applicable to 3CE for such month. For each invoice provided to 3CE after the expiration or earlier termination of the Agreement, 3CE shall pay TPS any amounts owed, and TPS shall pay 3CE any amounts owed, as the case may be, by the Due Date. This Section 7.7(b) shall survive the expiration or earlier termination of this Agreement until accounting and billing for Pass Through Amounts and Services for all months of Service under this Agreement are complete, invoices have been issued to 3CE, and payments between the Parties have been resolved.

7.8 Maintenance of Records; Audit.
(a) TPS and 3CE shall each maintain in accordance with Prudent Industry Practice complete, accurate and up-to-date supporting records that are pertinent to the Services and payment obligations hereunder, including all Pass Through Amounts.

TPS shall ensure that such supporting books and records are distinguishable from s other Scheduling Coordinator activities. The Parties shall each retain such books and records for a minimum of four (4) years after the Term, or if longer, the relevant period required by Applicable Law or Governing Rules.

DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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23 (b) Each Party has the right, at its sole expense and during Business Hours and upon reasonable written notice to the other Party, to examine the records of the other Party as necessary to verify the accuracy of any invoice, charge, or computation made pursuant to this Agreement. If any such examination reveals any inaccuracy in any invoice, the necessary adjustments in such invoice and the payments thereof will be promptly made together with interest at the Interest Rate, if applicable, from the original date of payment; provided that no adjustment for any invoice or payment will be made unless objection to its accuracy thereof was made prior to the lapse of two (2) years from the date that the disputed invoice was delivered; and, provided further, no adjustment will be made to invoices or summaries related to CAISO settlement statements that CAISO has deemed final under the Governing Rules. Notwithstanding anything in this Agreement to the contrary, adjustments to any invoice may be made up to four (4) years from the date that the particular Transactions were completed to adjust for (i) corrections made by CAISO to prior CAISO statements. This paragraph of this Agreement survives the expiration or earlier termination of this Agreement for a period of four (4) years from the date of such expiration or earlier termination of this Agreement for the purpose of the right to examine records and such invoice and payment objections and corrections.

SECTION 8

GOVERNING RULES

8.1 Governing Rules. Both Parties agree to abide by all Applicable Laws and the Governing Rules. For purposes of determining responsibility and rights of the Parties at any given time, in addition to the terms and conditions of this Agreement, the Applicable Laws and Governing Rules which are in effect at the time of performance or non-performance of an action, subject to the continuation of any grandfathered provisions, will govern with respect to that action. In the event of a direct and irreconcilable conflict between Applicable Laws and the Governing Rules and the terms and conditions set forth in this Agreement, the Applicable Laws and Governing Rules will prevail.

8.2 Compliance Support. TPS shall use commercially reasonable efforts to assist 3CE in any audit of the Resources conducted or initiated by a regional reliability coordinator or NERC, including preparation of responses to NERC or regional reliability coordinator data requests related to NERC standards for which TPS has information useful to 3CE for the demonstration of compliance. In addition to the foregoing, if the regional reliability coordinator requests a NERC audit for a time period during which TPS served as 3CE Scheduling Coordinator, then upon 3CE
production of records of Scheduling Coordinator-related communications with CAISO, TPS shall support 3CE with relevant information and assistance including assisting 3CE in responding to a NERC audit by providing 3CE with s pertinent documentation of s communications with CAISO or the applicable Resource. Nothing contained in this Agreement shall be construed to make TPS
or any similar entity, or to make TPS subject to any classification under applicable NERC rules as a result of TPS s execution of this Agreement or s performance of the Services or otherwise, and 3CE shall not register TPS or require TPS to register with Resources.

8.3 Compliance with Laws. TPS and 3CE will at all times comply with all Applicable Laws and the Governing Rules Responsible
Party Affected Party a) be materially non-compliant with the Governing Rules or Applicable Laws affecting Scheduling Coordinators or the DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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24 Resources, or (b) have assessed or brought against it any fines, penalties, reprimands, censures, sanctions, assessments, or other material adverse actions by CAISO, market monitor, or any other Governmental Authority Assessments of doubt, will not include ordinary course settlement charges or penalties, such as imbalance penalties or charges, mismatched schedule charges, uninstructed deviation charges, or late fees), then, in addition to any other rights or remedies under this Agreement (including, without limitation, the right, if any, to indemnification against such Assessments), the Affected Party may exercise any or all of the following:
(i) give written notice to the Responsible Party setting forth the circumstances of non-compliance and, if practicable, demand that the Responsible Party cure such non-compliance; and (ii) demand that the Responsible Party use commercially reasonable efforts to cooperate in defense against such allegation or Assessment (provided the foregoing will not require the Affected Party to incur material expenses unless reimbursed by the Responsible Party nor take any position in any regulatory proceeding contrary to its interests or policies).

The Responsible Party will reimburse the Affected Party for any Assessments paid by the Affected Party; provided, however, that any payment required shall remain subject to the limitation of liability in Section 10.2 of the General Terms and Conditions.

8.4 TPS Affiliates. Notwithstanding any provision of this Agreement to the contrary, TPS shall in all cases remain obligated for the performance of the Services and its obligations under this Agreement regardless of whether such Services or obligations are performed by its Affiliates.

8.5 Operation of 3CE Resources. Notwithstanding anything in this Agreement to the contrary, 3CE retains and shall retain ultimate decision-making authority and control with respect to the Resources relating to the operation, maintenance and dispatch of the Resources and the sale of Products from or pertaining to the Resources. Accordingly, all control over and with respect to the dispatch, maintenance and operation of the Resources, the undertaking of any particular arrangement or Transaction, the ultimate decision-making authority hereunder, and the execution of any Transaction shall reside exclusively with 3CE. TPS shall have no dispatch control over the Resources during any period of the Term, whether in practice as a result of the performance or undertaking of the Services, or otherwise pursuant to the terms of this Agreement. operation, maintenance and dispatch of the Resources, shall be in accordance with Prudent Industry Practice and the Governing Rules, and comply with all applicable Permits.

8.6 Change in Laws or Regulations. In the event a change in Applicable Laws or the Governing Rules (a)
or (b) in the case of TPS, authorizes the CPUC to assert any new or additional jurisdiction over Scheduling Coordinators, the adversely affected Party may notify the other Party of the adverse effect and propose amendments to this Agreement to address the adverse effect of the change in Applicable Laws or Governing Rules. The Parties shall negotiate in good faith to amend this Agreement to restore the Parties to the relative benefits and obligations contemplated under this Agreement prior to the change in Applicable Laws or Governing Rules. If the Parties have not reached agreement on an amendment by the thirtieth (30th) Day after the effectiveness of the notice sent by the affected Party, then the affected Party may, upon written notice to the other Party, terminate this Agreement by designating a termination date that is no earlier than ninety (90) Days after the date of Permitted Termination
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25 other Party in the event of a Permitted Termination; provided, that neither Party shall be relieved of any payment obligations accruing under this Agreement prior to the date of such termination or that by their nature survive such termination. Upon a Permitted Termination, TPS will reasonably cooperate with 3CE to transition the Resources and the Scheduling Coordinator Services to a replacement Scheduling Coordinator in accordance with Section 6(b) of the Base Agreement.

SECTION 9
TAXES

9.1 Taxes. The seller or distributor of a Product will pay or cause to be paid all taxes imposed by any Governmental Authority on, or with respect to, a Product or a Transaction arising prior to the Delivery Point, and the buyer of a Product shall pay, or cause to be paid, all taxes imposed by any Governmental Authority on, or with respect to, a Product or a Transaction arising at or after the Delivery Point. In no event shall 3CE have any liability for taxes owed by TPS for performance under this Agreement.

Each Party must provide a state sales tax exemption form and a federal W-9 form to the other Party upon request. The Party failing to provide a sales tax exemption form will be liable for any state sales tax assessments on Transactions.

Each Party agrees to cooperate with the other Party in the event a state, municipality, or the rules and regulations governing the payment of taxes related to a Product or Transaction under this Agreement. Furthermore, each Party agrees to indemnify the other Party for any taxes, penalties, late fees, or other charges a Party is required to pay a taxing authority for uncollected and owed taxes which were the responsibility of the other Party under this Agreement, or which arose due to (i
exemption certification or (ii
shall survive the expiration or earlier termination of this Agreement and shall stay in full force and effect for five (5) years following the expiration or earlier termination of this Agreement.

SECTION 10

INDEMNITIES, LIABILITIES AND WARRANTY DISCLAIMER

10.1 INDEMNITIES. SUBJECT TO THE LIABILITY LIMITATIONS SET FORTH IN SECTION

10.2 BELOW, EACH PARTY UNDERSTANDS AND AGREES THAT IT SHALL DEFEND,

RELEASE, INDEMNIFY, AND HOLD THE OTHER PART

OWNERS, AFFILIATES, AND REPRESENTATIVES) HARMLESS FROM (I) ALL THIRD

PARTY LIABILITIES, COSTS, CLAIMS, LOSSES, OR CAUSES OF ACTION ARISING

FROM PERSONAL INJURY, PROPERTY LOSS, PROPERTY DAMAGE, OR DEATH,

HOWEVER CAUSED, AND RELATED TO ANY EVENT, CIRCUMSTANCE, ACT OR

INCIDENT FIRST OCCURRING OR EXISTING DURING THE PERIOD OF TIME WHEN

CONTROL AND TITLE TO ANY PRODUCT IS VESTED IN SUCH INDEMNIFYING

PARTY, OR (II) ANY OTHER THIRD PARTY LIABILITIES, COSTS, CLAIMS, LOSSES,

OR CAUSES OF ACTION TO THE EXTENT CAUSED BY SUCH INDEMNIFYING

10.2 LIMITATION OF LIABILITY. EXCEPT FOR INDEMNITIES PROVIDED IN SECTION 10.1

HEREOF, THE LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR ANY CLAIM

OR CAUSE OF ACTION RELATED TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES ARE WAIVED. IN

NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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26 CONSEQUENTIAL, INDIRECT, PUNITIVE, LOST PROFIT, LOST OPPORTUNITY,

BUSINESS INTERRUPTION, OR EXEMPLARY DAMAGES FOR ANY CLAIM OR

CAUSE OF ACTION RELATED TO THIS AGREEMENT, WHETHER ARISING FROM

BREACH OF CONTRACT OR WARRANTY, INDEMNITY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTE, OR OTHERWISE. MOREOVER,

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCLUDING ANY LIABILITY FOR PAYMENTS OR CREDITS DUE TO 3CE UNDER THE

BASE AGREEMENT, UNLESS THE CLAIMS OR OBLIGATIONS ARE CAUSED BY S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, FOR ANY THREE (3) MONTH PERIOD OF SERVICES, THE LIABILITY OF TPS TO 3CE FOR ANY

OBLIGATIONS OR CLAIMS UNDER THIS AGREEMENT (INCLUDING INDEMNITIES)

SHALL BE LIMITED TO A MAXIMUM OF THE SERVICE FEES RECEIVED BY TPS FROM 3CE (I) WITH RESPECT TO THE THREE (3) MONTHS OF THE TERM, FOR THE

MONTHS PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED, AND THEREAFTER (II) FOR THE THREE (3) MONTHS

IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO

DAMAGES CAP PROVIDED, HOWEVER, ONCE

ANY PORTION OF THE DAMAGES CAP HAS BEEN PAID OUT BY TPS IN

SATISFACTION OF A CLAIM, SUCH PORTION THAT HAS BEEN PAID OUT SHALL BE

DEDUCTED FROM THE DAMAGES CAP OTHERWISE AVAILABLE TO SATISFY ANY SUBSEQUENT CLAIM(S) ARISING DURING SUCH PERIOD. FOR THE AVOIDANCE

OF DOUBT, OTHER THAN WITH RESPECT TO PAYMENT OBLIGATIONS

EXPRESSLY EXCLUDED FROM THE LIMITATION OF LIABILITY ABOVE, TPS WILL

NOT BE OBLIGATED TO PAY OUT IN THE AGGREGATE FOR CLAIMS IN ANY CONSECUTIVE THREE (3) MONTH PERIOD MORE THAN THE SERVICE FEES TPS HAS RECEIVED FROM 3CE FOR SUCH THREE (3) MONTH PERIOD.

10.3 WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH 3CE TPS DOES NOT MAKE, AND

HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES

INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TPS DOES NOT

WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR

COMPLETELY SECURE, OR THAT THE PROVISION OF SERVICES WILL ALWAYS BE EXECUTED WITHOUT HUMAN ERRORS OR OMISSIONS.

10.4 ADDITIONAL INDEMNITIES.

OBLIGATIONS, AND ANY WAIVERS AND RELEASES OF CLAIMS IN THIS

AGREEMENT WILL EXTEND TO THE INDEMNIFIED PARTY, ITS AFFILIATED

COMPANIES, INCLUDING ANY ENTITY CONTROLLING, UNDER THE CONTROL OF,

OR UNDER COMMON CONTROL WITH SUCH PARTY, AND TO THE RESPECTIVE

OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, SHAREHOLDERS AND INSURERS OF EACH THEREOF.

10.5 Survival. The provisions of this Section 10 shall survive the expiration or earlier termination of this Agreement.

SECTION 11

DEFAULTS AND REMEDIES

11.1 Events of Default. A Party will be in default under this Agreement upon the occurrence of Event of Default
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27 (a) the failure by a Party to make a timely payment of any amounts due or provide required Credit Support to the other Party under this Agreement; (b) the failure by a Party to perform its material obligations under this Agreement which failure is not excused by the terms of this Agreement;
(c) the breach of any representation or warranty of such Party that results in a material adverse impact on the other Party;
(d) the appointment (voluntary or involuntary) of a receiver or liquidator or trustee of such Party or of any of the property of such Party by order of a court of competent jurisdiction;
(e) the filing of a petition or consent seeking relief or assisting in seeking relief in a proceeding under any of the provisions of federal or state bankruptcy or insolvency laws, as any such laws now exist or as those laws may be amended, or the filing of an answer admitting the material allegations of a petition filed against it in such proceeding; the general assignment by a Party for the benefit of its creditors; or the admission by a Party in writing of its inability to pay its debts generally as they become due; and/or
(f) the commission of a fraudulent act or omission by a Party in the performance of its obligations hereunder.

11.2 Rights of Non-Defaulting Party. If an Event of Default shall have occurred and be Defaulting Party Party not subject to an
Event of Default (the Non-Defaulting Party to take any one or more of the following actions:
(a) upon the occurrence of an Event of Default as specified in Sections 11.1(a),

11.1(b), 11.1(d), 11.1(e), or 11.1(f), to suspend performance immediately and without notice;
(b) upon the occurrence of an Event of Default as specified in Section 11.1(c), upon if performance continued, would expose the Non-Defaulting Party to material risks or material unrecovered costs;
(c) upon the occurrence of an Event of Default as specified under Sections 11.1(a),

11.1(b), or 11.1(f), to terminate this Agreement by giving the Defaulting Party written notice setting forth a description of the Event of Default and designating a termination date, provided that the Defaulting Party shall have three (3) Business Days after the date of such notice in which to cure the Event of Default; (d) upon the occurrence of an Event of Default as specified under Section 11.1(c), to terminate this Agreement by giving the Defaulting Party written notice setting forth a description of the Event of Default and designating a termination date, provided that the Defaulting Party shall have fifteen (15) Days after the date of such notice in which to cure the Event of Default;
(e) upon the occurrence of an Event of Default as specified in Sections 11.1(d), or

11.1(e), to terminate this Agreement immediately and without notice;

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28 (f) to pursue collection of direct, actual damages and seek any other remedy at law or in equity (except to the extent limited by, or waived under, this Agreement); (g) to pursue collection of reasonable attorney's fees and costs if any action is brought to enforce any term or provision of this Agreement or collect amounts due (whether at the trial court level or any appeal there from); and/or (h) to pursue any other remedy provided under this Agreement.

11.3 Acceleration of Amounts Due. If a termination of this Agreement occurs pursuant to this Section 11, the Non-Defaulting Party may accelerate all amounts owing between the Parties, offset amounts owed by the Defaulting Party against amounts due the Defaulting Party and against any Credit Support held between the Parties, and liquidate and terminate all Services, Transactions and/or scheduled quantities of Products where commercially reasonable to do so. To the extent applicable, where scheduled Transactions or scheduled quantities cannot be liquidated or terminated in a commercially reasonable manner, then this Agreement will continue in force as to those scheduled Transactions and scheduled quantities for the duration of the contractual commitment to Third Parties.

SECTION 12

NOTICES

12.1 Notices. Unless otherwise provided in this Agreement, any notices given under this Agreement must be in writing and personally delivered or sent by mail or email to such Persons or locations designated on Exhibit B and shall be deemed given and effective when delivered by hand or upon:
(a) three (3) Business Days after such notice is deposited in the United States mail with postage prepaid for transmittal by registered or certified mail, return receipt requested;
(b) one (1) Business Day after such notice is placed in the hands of a recognized commercial mail or courier service for overnight delivery; or (c) the Business Day on the date such notice was sent by email with confirmation of receipt of such email by confirmed email transmission, provided that such receipt occurred during Business Hours of such Business Day. For email transmissions received after such Business Hours of such Business Day at the receiving location, notice shall be deemed effective upon the opening of Business Hours of the next Business Day.

SECTION 13

FORCE MAJEURE

13.1 Force Majeure. Subject to Section 13.2 of the General Terms and Conditions, neither Party will be considered to be in default in the performance of any obligations under this Agreement (other than the obligation to make a payment of amounts owed) to the extent and for the duration that such failure of performance results from Force Majeure. The te Force Majeure reasonable control of the Party
affected which, by exercise of due diligence, such Party could not reasonably have been expected to avoid and which, by exercise of due diligence, it has been unable to overcome and not the result of the fault or negligence of such Party including, but not limited to: flood, earthquake, tornado, hurricane, storm, or fire; acts of terrorism; civil disobedience, strikes, DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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29 or other labor dispute; labor or material shortage; sabotage; pandemic, epidemic or other public health emergency; restraint, order, rule, or regulation of any court, governmental body, or public authority, including CAISO (whether valid or invalid).

13.2 Due Diligence. No Party, however, shall be relieved of liability for failure of performance hereunder based on Force Majeure if such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time period. A Party claiming Force Majeure must exercise due diligence to overcome the Force Majeure event. Either Party rendered unable to fulfill any of its obligations under this Agreement by reason of Force Majeure shall give prompt written notice of such fact to the other Party and shall exercise due diligence to remove such inability with all reasonable dispatch.

13.3 Obligations During Force Majeure. Notwithstanding any other provisions as stated in Section 13, an event of Force Majeure does not relieve a Party of any of its obligations under the Governing Rules and this Agreement that the Party can reasonably perform during a Force Majeure event, and does not excuse a Party of its obligations to make payments for obligations arising prior to the Force Majeure event, or of any payment obligations for its non-performance arising pursuant to the Governing Rules and this Agreement.

SECTION 14

CONFIDENTIALITY

14.1 Confidentiality.
(a) Subject to the remaining provisions of this Section 14.1, each Party agrees, for itself, its Affiliates, and its Representatives, to keep confidential this Agreement, all negotiations concerning this Agreement, and all other information furnished by either Party related to schedules, Services, credit and financial obligations, and Transactions under this Agreement ("Confidential Information"); provided, however, such confidentiality obligation will expire three (3) years immediately following the expiration or earlier termination of this Agreement. (b) The receiving Party, its Affiliates, and its Representatives shall not disclose any Confidential Information to any Third Party without the prior written consent of the disclosing Party unless requested or required by a Governmental Authority or self-regulatory organization or as permitted in accordance hereof, except that a Party may disclose Confidential Information to any Affiliate, Representative, current or future financing sources, insurer, auditor, or potential purchaser of or investor in a Party and its parent or Affiliates (and its and their Representatives who need to know such information) who agree to keep such Confidential Information confidential on terms no less restrictive, as a whole, than those set forth in this Section 14.1, without such prior written consent. Except with regard to disclosures permitted by this Section 14.1, the disclosing Party shall require such Third Party to agree in writing to treat the Confidential Information in accordance with this Agreement. Each Party shall be responsible for the compliance by its Affiliates and Representatives with this Section 14.1 of the General Terms and Conditions. (c) In the event any Party is requested or required to disclose such Confidential Information pursuant to Applicable Law including, but not limited to a request for disclosure under the California Public Records Act (California Government Code Section 6250, et seq.) or by a court, agency, or other governing body having or DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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30 purporting to have jurisdiction over the Party, to the extent permitted by Applicable Law, such Party must notify the other Party prior to any disclosure so as to allow the other Party to seek appropriate protection from disclosure. (d) The Parties agree that disclosure of Confidential Information in breach of the confidentiality provisions of this Agreement constitutes an irreparable injury and that injunctive relief is an appropriate remedy to prevent the unwarranted disclosure of any Confidential Information.
(e) The confidentiality provisions of this Agreement will not apply to any Confidential Information (i) the receiving Party developed independently without using the Confidential Information, (ii) that was in the public domain at the time of its disclosure hereunder, (iii) which passes into the public domain by acts other than the acts of or caused by the Party receiving said Confidential Information, or (iv) is disclosed to the receiving Party by a Third Party, provided that the receiving Party does not know (or has no reasonable basis to know) that the information was received or disclosed unlawfully.

SECTION 15

REPRESENTATIONS AND WARRANTIES

15.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party at all times during the Term that:
(a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction under which it is organized and is authorized to do business in the State of California;
(b) it has the full power and authority to enter into this Agreement and perform all of its specified obligations, representations, warranties, and covenants under this Agreement;
(c) it is not bankrupt, does not contemplate becoming bankrupt nor, to its knowledge, will become bankrupt;
(d) (i) the execution, delivery, and performance of this Agreement have been duly authorized by all requisite action of its governing body and does not and will not conflict with any provision of its organizational documents, any Applicable Law or any material agreement or instrument to which it is a party or by which it or a material portion of its property or assets may be bound or effected, and (ii) the Person signing this Agreement on its behalf was duly authorized to execute and deliver this Agreement on its behalf;
(e) it has obtained, or will obtain prior to the Commencement Date, all required licenses, registrations, certifications, Permits, and other authorizations; and has taken, or will take prior to the Commencement Date, all actions required by Applicable Laws, the Governing Rules or governmental regulations with the exception of licenses, registrations, certifications, Permits, or other authorizations that do not materially affect its performance under this Agreement; (f) it is not in violation of any contracts, laws, ordinances, or governmental rules, regulations, or orders of any Governmental Authority or arbitration board materially affecting performance of this Agreement and to which it is subject; DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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31 (g) it is solely responsible for keeping itself informed of and understanding its respective responsibilities under the Governing Rules and any laws, rules, regulations, and tariffs approved by any Governmental Authority with jurisdiction over the matters specified in this Agreement; and
(h) it is not registered as a commodity trading advisor under the U.S. Commodity Exchange Act and is not holding itself out as in the business of advising others as to the value or advisability of trading swaps, options, futures or cash settled forwards or any other commodity transaction. Any oral or written communications by TPS with respect to this Agreement are not intended to be commodity trading advice.

15.2 Additional 3CE Representations and Warranties. 3CE represents and warrants that 3CE will work in good faith with TPS to make, prior to the Commencement Date, all required registrations with, and receive all required certifications and approvals from, the CPUC and all required registrations with, and receive any necessary qualifications from, CAISO to perform this Agreement.

15.3 Additional TPS Representations and Warranties. TPS represents and warrants that (i) TPS is certified as a Scheduling Coordinator with CAISO and, prior to the Commencement Date and during the Term, will be authorized by CAISO to represent the Resources, communicate, schedule, and settle Transactions with CAISO and (ii) TPS has made or will make prior to the Commencement Date all other required registrations with, and received all other required certifications and approvals from, the CPUC, and has made all other required registrations with, and received any other necessary qualifications from, CAISO to perform under this Agreement.

SECTION 16

MISCELLANEOUS

16.1 Disclaimer. This Agreement does not constitute, create, give effect to, or otherwise recognize or imply the existence of a joint venture, pooling arrangement association, partnership, or other formal or informal business organization of any kind among the Parties, and the rights and obligations of the Parties with respect to this Agreement shall be limited to those set forth in this Agreement.

16.2 Assignment. Neither Party will assign this Agreement or its performance or rights arising under or related to this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld, conditioned or delayed; provided, however, either Party may, without the consent of the other Party (and without relieving itself from liability hereunder), (i) transfer or assign this Agreement to any Person or entity succeeding to all or substantially all of the assets of such Party that has a credit rating of BBB-Global Inc.) , if
any, or (ii) to a Person who succeeds to the interests of the assigning Party by merger, consolidation, or operation of law; provided, in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof and so long as the transferring Party delivers such tax and enforceability assurance as the non-transferring Party may reasonably request and, in the case of TPS, the assignee possesses all licenses and expertise (including Scheduling Coordinator status) necessary to perform all obligations of TPS under this Agreement. Any purported assignment in contraventions of this Section will be null and void and the non-assigning Party is not obligated to recognize the purported assignment of this Agreement. This Agreement will be binding DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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32 on, and inure to the benefit of any permitted, assigned, or successor of the assigning Party.

16.3 Governing Law; Jury Trial Waiver; Expenses. This Agreement and all matter and claims arising under or relating to this Agreement is governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws principles. With Proceedings
each Party irrevocably submits to the exclusive jurisdiction of the courts of the State of California and the United States District Courts located therein, and waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. 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, CLAIM OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY CREDIT SUPPORT DOCUMENT. EACH

PARTY ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED

TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. IF EITHER PARTY BRINGS ANY

LEGAL ACTION TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR SEEKS

ENFORCEMENT UNDER THE TERMS OF ANY CREDIT SUPPORT PROVIDED BY

THE OTHER PARTY, THE PREVAILING PARTY SHALL BE ENTITLED TO

FEES AND LITIGATION COSTS AND EXPENSES, INCLUDING WITNESS FEES OF

ANY KIND, IN AN AMOUNT TO BE DETERMINED BY THE APPLICABLE COURT OR BY AGREEMENT OF THE PARTIES.

16.4 Counterparts. This Agreement may be executed in multiple counterparts, including PDF documents exchanged by electronic mail, each one of which will be considered an original Agreement, but all of which together will constitute one and the same instrument.

16.5 Waiver. No waiver by any Party, either express or implied, of any one or more defaults by the other in the performance of any provisions of this Agreement will operate or be construed as a waiver of any other default or defaults, whether of a like or a different character. The rights and remedies of the Parties are cumulative and not alternative.

Neither any failure nor any delay by any Party in exercising any right, power or privilege hereunder will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. Failure by a Party to enforce any of the terms, covenants, conditions or other provisions of this Agreement at any time will
thereafter to enforce strict compliance with every term, covenant or condition of this Agreement, notwithstanding any course of dealing or custom of the trade.

16.6 Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement between the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, negotiations and agreements, whether oral or written, between the Parties with respect to such subject matter. No alteration of or amendment to this Agreement will be effective unless in writing and signed by an authorized representative of each Party.

16.7 Severability. Any provision, article, or section declared or rendered unlawful by a court of law or regulatory agency with jurisdiction over the Parties, or deemed unlawful because of a statutory change, will not otherwise affect the other lawful obligations that arise under DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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33 this Agreement. In the event any provision of this Agreement is declared invalid, the Parties will promptly negotiate to restore this Agreement as near as possible to its original intent.

16.8 Headings. The section headings of this Agreement are for convenience of reference only, and do not form a part of this Agreement, and do not in any manner modify, interpret, or construe the intent or agreement of the Parties.

16.9 Exclusion of Third Party Rights. The provisions of this Agreement will not impart rights enforceable by any Person or entity not a Party or bound as a Party hereto unless such Person or entity is a permitted successor or assignee of a Party bound by this Agreement, and the Parties do not intend to create any Third Party beneficiary under this Agreement, except to the extent (i) security interest
lenders, and (ii) certain rights to raise contractual rights and/or defenses under this guarantor under any guaranty provided as
Credit Support hereunder.

16.10 Recordings. Each Party consents to the recording and retention of any telephone conversations, e- Recording
cted
personnel, contractors, or agents. Subject to other applicable rules of evidence, such as the rule of relevance, the contents of such Recording transmitted between the Parties concerning this Agreement, may be utilized to determine the intent of the Parties in any dispute arising under this Agreement, and such Recording will be deemed a written business record of any information, confirmation, consent, bid, authorization, instruction, notice, or Transaction under this Agreement, which may be submitted in evidence in any proceeding or action related to this Agreement. Each Party waives objection to the admission in court of such R or other legal
principles. Such Recording will be the controlling evidence of th respect to any particular information, confirmation, consent, notice, or Transaction in the event a written confirmation of that information, confirmation, consent, notice, or Transaction is not fully executed or accepted by both Parties. A written confirmation executed by both Parties will prevail over a Recording of a Transaction. Each Party waives any further notice of monitoring or recording and agrees to notify its officers and employees and obtain any required consent to any such monitoring or recording.

16.11 No Recourse to Members of 3CE. 3CE is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to its Joint Powers Agreement and is a public entity separate from its constituent members. 3CE shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Seller shall have no rights and shall not make any claims, take any actions or assert any remedies against any advisors or 3CE or its constituent members, in connection with this Agreement.

16.12 Imaged Agreement. Any original executed Agreement, confirmation or other related Imaged
Agreement
confirmation if introduced as evidence in automated facsimile form, the Recording, if introduced as evidence in its original form and as transcribed onto paper, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party will object to the DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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34 admissibility of the Recording, the confirmation or the Imaged Agreement (or photocopies of the transcription of the Recording, the confirmation or the Imaged Agreement) on the basis that such were not originated or maintained in documentary form under the hearsay rule, the best evidence rule or other rule of evidence.

16.13 Joint Preparation of Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

16.14 No Fiduciary Duty. Both Parties recognize the commercial nature of this Agreement and neither Party will owe any essential fiduciary duty to the other Party or any Third Party with respect to the performance of any of its obligations hereunder. The Parties hereby waive, to the fullest extent permitted by Applicable Law, any and all fiduciary duties that, absent such waiver, may be implied by law, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another are only as expressly set forth in this Agreement. 3CE acknowledges and agrees that this Agreement shall not preclude TPS from providing services or making sales of a like nature to any other Person, either currently or in the future. TPS may, notwithstanding this Agreement, engage in whatever activities it may choose, including, without limitation, providing the same or similar sales or services in the same geographic region (or other competing activities) for its own account (or for the account of others). Neither this Agreement nor any activity undertaken related to this Agreement will prevent TPS from engaging in such activities or require TPS to disclose the same.

16.15 Survival of Contract Terms. In addition to Sections of this Agreement which specifically state that they shall survive the expiration or earlier termination of this Agreement, the Parties also agree that these General Terms and Conditions shall survive the expiration or earlier termination of this Agreement as and to the extent necessary to give proper effect to the intent of the Parties with respect to their respective rights and obligations arising prior to the termination of this Agreement.

16.16 No Public Utility Designation. Each Party agrees that it shall not claim in any bankruptcy proceeding related to such Party that the other Party is serving as a public utility for such Party by selling Energy or providing Services under this Agreement.

16.17 Non-Discrimination. During the performance of this Agreement, neither Party, or their Representatives, shall unlawfully discriminate against any person because of race, religious creed, color, sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age (over 40), or sexual orientation, either in 3CE or shall ensure that the evaluation and treatment of their employees and applicants for employment and all persons receiving and requesting services are free of such discrimination. Both Parties and their Representatives shall, in the performance of this Agreement, fully comply with all Applicable Laws which prohibit discrimination. The provision of services primarily or exclusively to such target population as may be designated in this Agreement shall not be deemed to be prohibited discrimination.

DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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Execution Version
Exhibit A - 1

EXHIBIT A

RESOURCE INFORMATION
A. That Will Require Scheduling
Resource #1
Resource Name: Slate Solar Photovoltaic + BESS
Location: King County, California
Number of CAISO Resource IDs: 1
CAISO Resource ID: SLATE_2_SLASR3
Unit SCID: To be determined
Portion of total CAISO Net Qualifying
Capacity of Resource:
100%
Resource Type: Solar Photovoltaic coupled with BESS in a hybrid configuration
Capacity: 67 MW solar, 34 MW BESS
Delivery Point: -node
Facility PNode: MUSTANGS_2_B1
Transmission Owner: Pacific Gas & Electric Company
PPA Term (Years) 17 years
Fixed Monthly Fee: $6,000
Resource #2
Resource Name: Rabbitbrush Solar Photovoltaic + BESS
Location: Kern County, California
Number of CAISO Resource IDs: 1
CAISO Resource ID: RATSKE_2_RBSSB1
Unit SCID: To be determined
Portion of total CAISO Net Qualifying
Capacity of Resource:
100%
Resource Type: Solar Photovoltaic coupled with BESS in a hybrid configuration
Capacity: 60 MW solar, 12 MW BESS
Delivery Point: -node
Facility PNode: RATTLSNK_7_RB1N001
Transmission Owner: Southern California Edison Company
PPA Term (Years) 15 years
Fixed Monthly Fee: $6,000
B. Shared Resources (with Silicon Valley Clean
Require Scheduling:

Resource #3
Resource Name: Victory Pass Solar Photovoltaic + BESS
Location: Riverside County, California
Number of CAISO Resource IDs: 2
CAISO Resource ID: VICPAS_2_VPSBT1 (BESS)
VICPAS_2_VPSSR1 (Solar)
Unit SCID: To be determined
Portion of total CAISO Net Qualifying
Capacity of Resource:
100% of 200 MW solar and 100% of 50 MW
BESS
DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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Exhibit A - 1
Resource Type: Solar Photovoltaic coupled with BESS in a co-located configuration Capacity: 100 MW solar, 25 MW BESS
Delivery Point: -node
Facility PNode: VPASS_7_NBT1 (BESS)
VPASS_7_NSR1 (Solar)
Transmission Owner: Southern California Edison Company
PPA Term (Years): 15 years
Fixed Monthly Fee: $3,000 ($6,000, shared 50%/50% between 3CE and SVCE)
3CE's Percentage Share of Resource: 50%
50%
C.

Resource #4
Resource Name: Coso Geothermal
Location: Inyo County, California
Number of CAISO Resource IDs: 3
CAISO Resource ID: BLM_2_UNITS, CALGEN_1_UNITS,
NAVYII_2_UNITS
Unit SCID:

Portion of total CAISO Net Qualifying
Capacity of Resource:
100%
Resource Type: Geothermal
Capacity: 64.98 MW (degrades by year, step down to about 45MW/yr in 2027)
Delivery Point: Any or all of the following PNodes (CAISO Pnodes: POD_CALGEN_1_UNITS- APND;
POD_NAVYII_2_UNITS-APND;
POD_BLM_2_UNITS-APND), allocated in
accordance with ordinary business practices
which generally means Seller shall use
commercially reasonable efforts to allocate the
Delivered Energy in the same proportion to how
the Facility Energy is allocated among the
PNodes; provided, nothing herein shall prevent
Seller from reallocating Delivered Energy in light
of actual operating conditions as they occur.

Facility PNode:

Transmission Owner: Southern California Edison Company
PPA Term (Years) 15 years
Fixed Monthly Fee: $1,800 ($3,000, shared at 60% 3CE and 40% SVCE)
D. Shared Resources (with Silicon Valley Clean Energy Authority ( Not Require Scheduling, But Will Require Monitoring
Resource #5
Resource Name: Yellow Pine Solar Photovoltaic + BESS
Location: Clark County, Nevada
Number of CAISO Resource IDs: 2
DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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Execution Version
Exhibit A - 1
CAISO Resource ID: YELPIN_2_YP2BT1 (BESS)
YELPIN_2_YP2SR1 (Solar)
Unit SCID: YPSS
Portion of total CAISO Net Qualifying
Capacity of Resource:
100% of 125 MW solar and 100% of 65 MW
BESS
Resource Type: Solar Photovoltaic coupled with BESS in a co-located configuration Capacity: 75 MW solar, 39 MW BESS
Delivery Point: -node
Facility PNode: YELWPN1_7_N002 (BESS)
YELWPN1_7_N001 (Solar)
Transmission Owner: GridLiance
PPA Term (Years): 20 years
Fixed Monthly Fee: $1,800 ($3,000, shared at 60% 3CE and 40% SVCE)
3CE's Percentage Share of Resource: 60%
40%
Resource #6
Resource Name:

Geothermal Project
Location: Mono County, California
Number of CAISO Resource IDs: 1
CAISO Resource ID: CASADB_1_CD4GT1
Unit SCID: TS22
Portion of total CAISO Net Qualifying
Capacity of Resource: capacity of 40 MW
Resource Type: Geothermal
Capacity: 7 MW
Delivery Point: -node
Facility PNode: CSADIAB_7_N001
Transmission Owner: Southern California Edison
PPA Term (Years): 10 years
Fixed Monthly Fee: $1,500 ($3,000, shared 50%/50% between 3CE and SVCE)
3CE's Percentage Share of Resource: 50%
50%
Resource #7
Resource Name: AES Mountainview Wind Project
Location: Riverside County, California
Number of CAISO Resource IDs: 1
CAISO Resource ID: MTWind_1_MVPWD1
Unit SCID: AIE6
Portion of total CAISO Net Qualifying
Capacity of Resource: approximately 66.6 MW
Resource Type: Wind
Capacity: 33.3 MW
Delivery Point: -node
Facility PNode: MTWIND_7_N004
Transmission Owner: Southern California Edison
PPA Term (Years): 20 years
DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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Execution Version
Exhibit A - 1
Fixed Monthly Fee: $1,500 ($3,000, shared 50%/50% between 3CE and SVCE)
3CE's Percentage Share of Resource: 50%
50%
SERVICE FEE SCHEDULE IN 2024 FOR GENERIC RESOURCES1:

Costs on a per unit Set Up Fee Monthly Fee
Set Up4
$ 5,000 N/A
Telemetry $ - TPS will pass through any actual
monthly cost for communication
channels needed between the
backup operation centers without
markup.

Scheduling and Outage
Management (2 or less
Resource IDs) 2, 3
$ - $ 6,000.00
Scheduling and Outage
Management (3 or 4
Resource IDs) 2, 3
$ - $ 8,000.00
Scheduling and Outage
Management (5 or 6
Resource IDs) 2, 3
$ - $ 10,500.00
Scheduling and Outage
Management (7 or more
Resource IDs)2, 3
$ - To be discussed between the
Parties
Data and Settlement
Validation 2, 3 $ - $ 3,000.00
2Fixed Monthly Fee will increase annually by the CPI-U (minimum 2%). 3 Pricing provided is for technology types currently online or expected to come online based on the Resources List provided by the Joint Agencies (solar, solar + storage, standalone storage, geothermal, and wind). TPS has experience with all technology types and could provide services to other resource types as agreed upon by the Joint Agencies and TPS. 4 Fee will be assessed on a per Resource basis. 1
This service fee schedule applies to Resources yet to be named by SVCE during the term of this Agreement. The fee schedule is adjusted annually pursuant to Section 5.2 of the Base Agreement.

DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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Execution Version
Exhibit B - 1

EXHIBIT B

NOTICE INFORMATION
TENASKA POWER SERVICES CO. CENTRAL COAST COMMUNITY ENERGY Notice Address:
300 E. John Carpenter Freeway, Suite 1100
Irving, TX 75062
Notice Address:
70 Garden Ct, Ste 300
Monterey, CA 93940
Attn: Director, Contract Administration Attn: Dennis Dyc-O Phone: (817) 303-1860 Phone: 831-641-7240
Facsimile: (817) 303-1867 Facsimile:

Email: [email protected] Email: [email protected] CICI Number: 549300K7NFSB93YGBN35 CICI Number:

CFTC Designation: End User CFTC Designation:

Duns: 01-501-6913 Duns: 080977851
Federal Tax ID Number: 47-0824081
(The above is the Tax ID for Tenaska Energy, Inc.,
the parent company of TPS. TPS is a disregarded
entity for federal tax purposes.)
Federal Tax ID Number: 82-2386705
Confirmations:

Attn: Confirms
Phone: (817) 303-3609
Email: [email protected]
Confirmations:

Attn:

Phone:

Email:

Real-Time Trading:

Phone: (817) 462-1528
Real-Time Trading:

Phone:

Payments:

Attn: Accounts Receivable
14302 FNB Parkway
Omaha, NE 68154
Phone: (402) 938-1621
Payments:

Attn: Accounts Payable
70 Garden Ct, Suite 300
Monterey, CA 93940
831-641-7218
Invoices:

Attn: Accounts Payable
Phone: (817) 462-1521
Email: [email protected]
Invoices:

Attn: Accounts Payable
Phone: 831-641-7218
Email: [email protected]
Wire/ACH Transfer:

Bank: US Bank, Omaha, NE
ABA No: 042000013
Account No: 130111671306
Account Name: Tenaska Power Services Co.

Wire/ACH Transfer:

Bank: River City Bank
ABA No: 121133416
Account No: 9981454362
Account Name: CCCE
Credit and Collections:

Attn: Credit Department
Phone: (817) 303-1113
Email: [email protected]
Credit and Collections:

Attn: Dewayne Woods, CFO
Phone: 831-641-7210
Email: [email protected]
With additional Notices of an Event of Default
or Potential Event of Default to:

Attn: Vice President and General Counsel
Phone: (817) 462-1507
Email: [email protected]
With additional Notices of an Event of Default or
Potential Event of Default to:

Attn: Deanna Fernandez Contracts and Compliance
Manager
Email: [email protected]
DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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Exhibit C - 1

EXHIBIT C

SUPPORT SERVICES
In addition to those activities described in Section 2.8 of the Base Agreement, TPS will (with 3CE cooperation as necessary):

1. determine, establish and implement the necessary communication methods, operational information technology and interfaces with CAISO including for purposes of transmitting Real-Time telemetry from the Resources to primary and backup operation centers;

2. establish itself as the Scheduling Coordinator for the Resources;

3. if applicable, specify, install, configure, and test all required interface equipment needed to acquire and transmit CAISO-required Real-Time telemetry;

4. one (1) Business Day prior to the Commencement Date, submit offers to CAISO applicable to the Resources for the Commencement Date;

5. provide such other assistance with respect to the Documentation as 3CE may reasonably require;

6. assist 3CE with the CAISO New Resource Implementation (NRI) Checklist as 3CE may reasonably require; and

7. assist 3CE in establishing and setting up its ability to send and transmit telemetering data to the markets.

DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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Exhibit D - 1

EXHIBIT D

WEEKLY PAYMENT PROCEDURE
In addition to the monthly invoice process described in Section 7 of the General Terms and Weekly
Payment Procedure
1) Each Wednesday (or if a Wednesday is not a Business Day, the next Business Day), TPS will produce a statement of CAISO settlement activity for the 2nd week prior (Monday-Sunday) for the Resources Weekly Statement TPS
would issue a Weekly Statement on Wednesday, July 26, 2023, which would reflect CAISO settlement activity for Operating Days July 10 16, 2023. 2) The Party owing an amount shown on a Weekly Statement will remit such amount three (3) Business Days after receipt of the Weekly Statement (typical due date will be the Friday following the Weekly Statement issued on Wednesday).
3) Weekly Statements will only reflect initial CAISO settlement activity. 4) TPS will continue to issue monthly invoices pursuant to Section 7 of the General Terms and Conditions, including Fixed Monthly Fees, Pass Through Amounts, and any CAISO settlement amounts not already remitted under a Weekly Statement.

DocuSign Envelope ID: EEB58D16-CC55-4561-B8F9-72D2CEFBF400

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Docusign Envelope ID: 9087B9C0-E98C-4EBA-A813-DFBC787FED21

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Docusign Envelope ID: 9087B9C0-E98C-4EBA-A813-DFBC787FED21

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Docusign Envelope ID: 9087B9C0-E98C-4EBA-A813-DFBC787FED21 Marina Pantchenko
Approved as to form DGC
Chief Executive Officer
Robert M Shaw

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Execution Version
1 AMENDED AND RESTATED SCHEDULING COORDINATOR AGREEMENT This Amended and Restated Scheduling Coordinator Agreement (“Agreement”) is executed on _____________.2025 (“Effective Date”) between Central Coast Community Energy, a California joint powers authority (“3CE”) and Tenaska Power Services Co. (“TPS”), a Nebraska corporation. 3CE and TPS are also hereinafter referred to in this Agreement individually as “Party” and collectively as the “Parties”.

This Agreement consists of and is governed by the Base Agreement and the General Terms and Conditions attached hereto, together with attached exhibits incorporated by reference in this Agreement.

RECITALS
WHEREAS, TPS and 3CE entered into (i) that certain Scheduling Coordinator Agreement dated March 13, 2024 (“Original Agreement”), with a commencement date thereunder of June 1, 2024 (the “Original Commencement Date”), (ii) that certain Letter Agreement for Optimization Services dated May 28, 2024 (as amended) (the “Optimization Letter Agreement” and together with the Original Agreement, the “Prior Agreements”);
WHEREAS, 3CE directly or indirectly owns, controls and/or has power purchase and energy storage agreements (“PPAs”) with battery-powered energy storage resources (“Storage Resource(s)”) and certain solar generating facilities (“Solar Resource(s)”) located within the CAISO and WECC markets as described further in Exhibit A hereto (the “Resource(s)”), and participates in the CAISO markets (the “Project”);
WHEREAS, TPS is in the business of providing Scheduling Coordinator services, including scheduling Energy, load, Capacity, Ancillary Services, and managing congestion revenue rights from generating facilities through the markets operated by CAISO; WHEREAS, 3CE desires TPS to provide certain Scheduling Coordinator Services and other services for the Resources and Services, as defined below and as set forth in this Agreement, in each case, in accordance with the terms and conditions as set forth herein; WHEREAS, TPS desires to perform certain Scheduling Coordinator Services and other services for the Resources and Services, in each case, on the terms and conditions as set forth herein;
WHEREAS, the Parties desire to amend and restate the Original Agreement in its entirety, as provided herein.

NOW, THEREFORE, 3CE and TPS enter into this Agreement to amend and restate in its entirety the Original Agreement, under which TPS shall provide 3CE with the Services described herein and shall serve as the Scheduling Coordinator with CAISO for the Resources and Transactions as described herein. Accordingly, for and in consideration of the premises, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, 3CE and TPS agree as follows:

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2 BASE AGREEMENT

The relationship of 3CE, on the one hand, with TPS, on the other hand, as set forth in this Agreement is one of an independent contractor.

2. SCHEDULING COORDINATOR SERVICES

2.1 SCID Services. TPS has obtained, or shall promptly obtain upon execution of this Agreement, an SCID that will be unique to the Resources, and TPS represents and warrants that such SCID has not been previously used and shall not be used in connection with any other transactions or Resources. TPS shall use such SCID only in respect of Transactions for 3CE and the Resources, and not for any other transaction, resources or purpose. TPS shall be responsible for satisfying the CAISO credit requirements under the Governing Rules, including posting all required security. TPS shall pass through to 3CE the actual SCID cost assessed by CAISO (“CAISO SCID Fee”) for such SCID. For the avoidance of doubt, the SCID previously obtained by TPS pursuant to the Original Agreement with respect to the Resources identified on Exhibit A as of the Effective Date shall continue to be used by TPS under this Agreement with respect to such Resources, and no additional CAISO SCID Fee shall apply as of the Effective Date.

The Parties understand and agree that it is 3CE’s intent to obtain 3CE’s own Scheduling Coordinator ID for 3CE’s use during the Term of this Agreement. To the extent necessary, TPS shall assist 3CE in facilitating the transition with the CAISO from the SCID obtained by TPS for 3CE’s Resources to 3CE’s own SCID. Furthermore, the Parties agree to cooperate in good faith to make necessary changes to this Agreement to accommodate this transition, provided however, such changes shall not include adjustments to the Fixed Monthly Fee for Services to be provided under this Agreement.

2.2 Scheduling. If the TPS Customer Portal is available, 3CE will utilize it to communicate desired Energy and Ancillary Services Bids and schedules for the DAM and Real-Time FMM scheduling cycles. Otherwise, a TPS developed scheduling spreadsheet template, or other mutually agreed electronic communication, will be submitted by 3CE for the DAM and all Real-Time FMM scheduling cycles. TPS will provide, and 3CE grants TPS the authority to perform, scheduling services for the Resources in the role of 3CE’s Scheduling Coordinator in accordance with (i) the Governing Rules, (ii) Prudent Industry Practice, and (iii) instructions from 3CE. As part of its Scheduling Coordinator responsibilities under this Agreement, TPS will submit all Energy and Ancillary Services Bids consistent with the rules and regulations of CAISO and the directions of 3CE. TPS will schedule all output from the Resources consistent with each Resource’s operational and economic parameters as communicated to TPS by 3CE; provided, however, to the extent TPS determines in its reasonable discretion that the scheduling of Products from any Resource to a Third Party creates any TPS Credit Exposure, in excess of the 3CE Threshold, for

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Execution Version
3 which TPS is not sufficiently secured, then TPS shall not be required to continue scheduling such Products to a Third Party unless and until TPS receives sufficient Credit Support from 3CE to mitigate TPS’s Credit Exposure, in excess of the 3CE Threshold.

Subject to the foregoing sentence, TPS will schedule all Transactions with the appropriate Third Parties, transmission providers, and balancing authorities, in accordance with this Agreement. 3CE will provide TPS all information relevant to or required by the Governing Rules in order to satisfy all relevant data and information required for participation in the CAISO markets. Such information will be provided to TPS in those time increments, quantities, duration, and terms in compliance with the Governing Rules.

Each component of 3CE’s Bids (collectively and individually) shall, when provided to TPS, be in a form intended to satisfy the requirements of the Governing Rules. If TPS discovers that 3CE’s Bids conflict with the requirements of the Governing Rules, TPS shall immediately notify 3CE thereof and shall coordinate with 3CE to modify 3CE’s Bids to comply with such requirements. If Bids cannot be modified, then TPS will have the right to reject 3CE’s Bids to remedy any conflict therewith, and shall immediately notify 3CE thereof. 3CE will provide or make available to TPS all such information using the format, software, and communication format and specifications, and other technical criteria mutually agreed between the Parties. 3CE will provide TPS the necessary information at least two (2) hours prior to any applicable deadline specified under the Governing Rules. 3CE may, in lieu of providing specific Bids to TPS, provide TPS specific procedures and operating rules to be used by TPS to generate all or a portion of the Bids. If 3CE does so, then TPS shall generate Bids in accordance with such procedures and operating rules and submit such Bids to the applicable CAISO markets in accordance with the Governing Rules.

2.3 Schedule Changes. Notwithstanding Section 2.2 of the Base Agreement, 3CE may change information previously provided to TPS, provided any such change is provided to TPS by the deadlines specified in Section 2.2 of the Base Agreement. Provided that 3CE provides any such change in accordance with the deadlines provided within this Section

2.3, TPS will use commercially reasonable efforts to timely implement any such changes.

If the TPS Customer Portal is available, 3CE will utilize it to communicate information changes to TPS. Otherwise, such changes shall be made to TPS utilizing the TPS developed scheduling spreadsheet template, described in Section 2.2 of the Base Agreement, or through other mutually agreed electronic communication. In the event that any change timely provided to TPS differs from prior information for the same time period, such subsequent information, upon receipt by TPS, shall supersede the prior information, and TPS will rely upon and implement the most recent information when submitting such information to CAISO for 3CE. TPS shall promptly notify 3CE if it is unable to implement any changes provided by 3CE and provide explanation why TPS was not able to implement the changes and a mitigation plan that would enable TPS to implement the changes in the future.

2.4 24-Hour Monitoring. For Products delivered from the Resources to CAISO, TPS will administer and monitor sales of such Products to CAISO as 3CE’s Scheduling Coordinator. TPS will provide 3CE with access to the CAISO Energy markets (including, without limitation, the Resource Adequacy Capacity bilateral markets) and the Services twenty-four (24) hours per Day, seven (7) Days per week, subject to market availability and operational limitations of the Resources. TPS will timely communicate with CAISO regarding the Resources and, as soon as practicable, inform 3CE of any and all CAISO directives or instructions affecting the Resources.

2.5 Outage Reporting. TPS will provide Outage scheduling services to 3CE, which will consist solely of relaying to CAISO, in such electronic data transmission format as is authorized

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4 by CAISO for the transmission of Outage information, all information furnished to TPS by 3CE concerning the Resources’ Outages and relaying to 3CE in a timely manner all electronic data received from CAISO concerning Outages at the Resources. TPS will transmit each Resource’s Outage data to CAISO within time periods specified for the transmission of such data under the CAISO Agreements, provided that 3CE shall be responsible for furnishing such data required by the CAISO Agreements to TPS in sufficient time to permit TPS to comply with applicable timing requirements of the CAISO Agreements. If an Internet-based system is available, 3CE will utilize it to communicate Outage information. Otherwise, 3CE shall provide the information to TPS in a template provided by TPS, or through other mutually agreed electronic communication.

2.6 Shadow Settlement. TPS will use its proprietary data management and calculation engine, PowerTools Platform®©, to shadow settle all CAISO Settlement Statement versions regarding the Resources based upon data in TPS’s possession. TPS will analyze discrepancies found between TPS’s internally generated settlement statements and CAISO’s Settlement Statements. 3CE will provide TPS parameters for further investigation of such discrepancies and filing of disputes with CAISO. For discrepancies falling within 3CE’s parameters, TPS will file disputes with CAISO for 3CE, will manage these disputes with CAISO, and will regularly provide 3CE a status report on all filed disputes. TPS will also review all additional CAISO Settlement Statements to verify CAISO has made requested changes to prior statements and to verify the accuracy of any additional CAISO charges and credits.

2.7 RA Supply Plans. TPS will file Resource Adequacy Supply Plans, if any, with CAISO on behalf of 3CE and shall provide a copy of such Supply Plans to 3CE at the same time the Supply Plans are filed with CAISO.

2.8 Support Services. Subject to the second paragraph of this Section 2.8, the Parties acknowledge and agree that TPS will be unable to commence providing the Services contemplated by this Agreement until all necessary registrations, acknowledgements, agreements and other documentation (“Documentation”) have been provided to and approved by CAISO to enable TPS to commence providing the Services. The period of time from the Effective Date of this Agreement until the Commencement Date is defined as the “Support Services Period”. During the Support Services Period, 3CE and TPS shall each work diligently to ensure that all necessary Documentation is completed and necessary CAISO approvals are obtained expeditiously. 3CE shall notify TPS of the completion of all necessary Documentation and approvals. TPS shall provide to 3CE the services necessary to ensure the commencement of the Services, as such services are described in Exhibit C hereto (the “Support Services”).

Notwithstanding the foregoing, the Parties acknowledge and agree that the Support Services were completed under the Original Agreement and all Services applicable to the Resources commenced under the Original Agreement as of the Original Commencement Date. For the avoidance of doubt, this Section 2.8 shall govern Support Services provided to any resource that 3CE may seek to add to Exhibit A after the Effective Date, in accordance with Section 5.1 of the Base Agreement.

2.9 Digital Certificates for CAISO System Access. To the extent 3CE is obligated pursuant to this Agreement or otherwise desires to access CAISO’s secure communications systems, 3CE shall be responsible for acquiring and maintaining, at 3CE’s sole effort and expense, the necessary digital certificates from CAISO (“Digital Certificate”). TPS shall have no liability or obligation hereunder with regard to any Digital Certificate assigned to 3CE, and TPS shall have no liability resulting from the use of, or any inability of 3CE to access, either in whole or part, any CAISO system with such Digital Certificate.

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Execution Version
5 3. OPTIMIZATION SERVICES

3.1 Solar Optimization Services. TPS will seek opportunities to optimize the Solar Resource identified in Section B of Exhibit A, in CAISO’s DAM and RTM consistent with 3CE’s instructions. In connection with the Solar Resource, TPS shall use Prudent Industry Practice and its proprietary analysis with the objective of maximizing the economic value of the Products to 3CE. These activities shall be referred to as “Solar Optimization Services”.

3.2 Battery Optimization Services. With respect to the Storage Resource identified in Section B of Exhibit A, TPS shall utilize an optimization algorithm with the objective of maximizing the Storage Resource’s net revenue consistent with the Governing Rules utilizing any or all of the following (the “Storage Optimization Engine”):
a) Ancillary Services;
b) Energy expected to be generated from the paired Solar Resource or sold into the DAM; provided, however, that 3CE shall instruct TPS as to whether the same is operationally and contractually permitted by the PPA;
c) Energy generated from the paired Solar Resource or procured from or sold into the RTM; provided, however, that 3CE shall instruct TPS as to whether the same is operationally and contractually permitted by the PPA; and d) Other future products and services not currently contemplated under this Agreement as mutually agreed upon between the Parties.

TPS will, with the prior approval of 3CE, utilize the Storage Optimization Engine to Bid the Storage Resource into the markets operated by CAISO, including, but not limited to, the DAM and RTM.

TPS will work with 3CE to understand and observe any operational, physical and financial constraints on the dispatch of the Storage Resource, and 3CE shall instruct TPS as to any contractual constraints on the dispatch of the Storage Resource (which instructions TPS may rely upon), in each case, which TPS will integrate into the Storage Optimization Engine. Among other things, the Storage Optimization Engine will be operated with the objective of achieving revenue maximization for the Storage Resource consistent with the Governing Rules and PPA contractual requirements (provided, however, that, with regard to PPA contractual requirements, TPS shall rely exclusively on 3CE’s instructions), while respecting the physical constraints of the Storage Resource and any risk, financial, and/or degradation concerns as communicated to TPS by 3CE.

For the avoidance of doubt, the Parties understand and agree that TPS shall not be required to purchase any Product from the CAISO markets or any other Third Party for the purpose of charging the Storage Resource. These activities shall be referred to as “Battery Optimization Services”.

4. OPERATIONAL SERVICES

4.1 Schedule of Costs. The expectation is that the Resources will be economically bid into the CAISO market. 3CE will provide in writing to TPS information and instructions setting forth the Bids for each Resource. If applicable, 3CE will also provide TPS information and instructions on Ancillary Services Bids with respect to each Resource. 3CE will notify TPS in writing via the TPS provided template of any revisions to the operational and economic parameters for the Bids. Any revision will only apply to Transactions entered into or agreed upon hereunder after receipt of such revisions by TPS.

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6 4.2 Dispatch Instructions. The Parties acknowledge that from time to time, CAISO or a Governmental Authority may issue instructions or orders to TPS affecting or requiring specific actions with respect to operation of the Resources (collectively, “CAISO Dispatch Instructions”). Where CAISO issues verbal CAISO Dispatch Instructions or other non-Automated Dispatch System (“ADS”) Dispatch Instructions to TPS requiring changes in the dispatch or operation of a Resource, TPS shall, upon its receipt of such CAISO Dispatch Instructions, instruct the Resources to (i) with regard to the Storage Resources, discharge, charge, make available, or provide Energy (or any other applicable Product) or to cease discharging, charging, or providing Energy (or any other applicable Product), or (ii) with regard to the Solar Resources, generate, make available, or provide Energy (or any other Product), or to cease generating or providing Energy (or any other Product), in each case, as mandated by such verbal or non-ADS CAISO Dispatch Instructions. Based on the CAISO Dispatch Instructions, TPS shall communicate to 3CE the quantities of Energy (or any other Product) to (x) with regard to the Storage Resources, discharge, charge, or provide or cease discharging, charging, or providing, or (y) with regard to the Solar Resources, generate or provide, or to cease generating or providing, and the time period during which such instructions are to be followed, and 3CE shall cause the Resources to promptly comply with such instructions consistent with the operational limitations of the Resource, as appropriate; provided that, if in the sole and reasonable judgment of 3CE, such compliance would create a threat to safety, risk of bodily harm or damage to equipment, or is not otherwise in compliance with the CAISO Agreements, 3CE will notify TPS immediately of the reason for non-compliance and TPS will communicate such reason to CAISO in accordance with the CAISO Agreements. TPS shall not be liable to 3CE for any damages, charges, fees or penalties resulting from compliance or non-compliance with any CAISO Dispatch Instruction except to the extent any non-compliance is directly attributable to TPS’s (i) breach of this Agreement (ii) failure to comply with such CAISO Dispatch Instruction, (iii) failure to timely provide notice of such CAISO Dispatch Instruction to 3CE, or (iv) incorrect communication to 3CE of the details of such CAISO Dispatch Instruction; provided, however, that any payment required shall remain subject to the limitation of liability in Section 10.2 of the General Terms and Conditions.

5. PAYMENTS

5.1 Set-Up Fee. The Parties acknowledge and agree that TPS invoiced 3CE a one-time fee for establishing and configuring the telemetry and other communication equipment and software linking the Resources to TPS (and to CAISO where applicable) and for providing the Support Services described in Exhibit C (“Set-Up Fee”) under the Original Agreement, and that such Set-Up Fee has been paid by 3CE pursuant to the Original Agreement. No additional Set-Up Fee shall be due from S3CE with regard to the Resources serviced hereunder as of the Effective Date. Any Resource which 3CE may request to be added to Exhibit A after the Effective Date shall be subject to TPS’s approval, an additional Set-Up Fee in accordance with Exhibit A, and an amendment to this Agreement.

5.2 Fixed Monthly Fee. For performance of the Services described herein, 3CE shall pay TPS a monthly fee equal to the amount listed for the corresponding Resource in Exhibit A (“Fixed Monthly Fee”) in arrears and prorated for any partial Month of Service. The Parties acknowledge and agree that the Fixed Monthly Fee began on and has been adjusted by the Escalator since, the Original Commencement Date, as set forth in the Original Agreement, and shall continue throughout the Term; provided that the Fixed Monthly Fee shall continue to increase by the Escalator on the 1st Day of the Month of each anniversary of the Original Commencement Date. Any Resource requested by 3CE for addition to Exhibit A after the Effective Date shall be subject to an additional Fixed Monthly Fee negotiated between the Parties and memorialized in an amendment hereto.

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7 5.3 Optimization Fee. For performance of the Solar Optimization Services and the Battery Optimization Services, 3CE shall pay TPS a fee equal to four thousand one hundred sixty seven Dollars ($4,167) per Resource each Month (“Optimization Fixed Monthly Fee”) in arrears and prorated for any partial Month of service, beginning on the Effective Date and continuing throughout the Term; provided that the Optimization Fixed Monthly Fee shall increase by the Escalator on the first (1st) Day of the Month of each anniversary of the Commencement Date. Any Resource requested by Customer for addition to Sections A and B of Exhibit A after the Effective Date shall be subject to an increase in the Optimization Fee negotiated between the Parties and memorialized in an amendment hereto.

5.4 Pass Through Amounts and Reimbursements. Except when specified otherwise under this Agreement, 3CE shall pay TPS all Pass Through Amounts in accordance with this Agreement. TPS shall pass through to 3CE all settlement amounts it receives from CAISO for 3CE’s Products in accordance with Section 6.1 of the General Terms and Conditions.

Notwithstanding anything to the contrary, no amounts shall be recovered twice pursuant to this Agreement.

6. TERM
(a) All Services and the obligation to pay fees under this Agreement shall be effective as of the Commencement Date unless provided otherwise in this Agreement. This Agreement shall have a primary term beginning on the Commencement Date and expiring at 11:59:59 p.m. PPT on December 31, 2026 (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall then automatically renew and extend for successive one (1) year terms (each a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party no later than sixty (60) Days prior to the expiration of the Initial Term or any Renewal Term (as applicable).
(b) Transition of Scheduling Coordinator Services.
(i) If an Event of Default or Force Majeure occurs and is continuing with respect to TPS, TPS shall cooperate in good faith with 3CE and promptly execute all documents and take all other reasonable steps requested by 3CE that may be required or reasonably necessary to transition the Scheduling Coordinator function from TPS to 3CE’s designee. Without limiting the generality of the foregoing, TPS hereby agrees that 3CE has the power and right, without notice to or assent by TPS, upon the occurrence and during the continuation of any Event of Default or Force Majeure (or any other event that pursuant to the express provisions hereof allows 3CE to replace TPS as 3CE’s Scheduling Coordinator), to execute all documents and take all other reasonable steps which may be required or reasonably necessary to transition the Scheduling Coordinator Services from TPS to 3CE’s designee. TPS agrees that any request by 3CE that TPS take any action pursuant to this Section 6(b), and any action taken by 3CE pursuant to this Section 6(b), shall not constitute a breach of any obligation in this Agreement that TPS be the exclusive provider of any Services. Subject to Section 13 of the General Terms and Conditions, to the extent a Force Majeure with respect to TPS ceases to exist, then 3CE may elect to transition the Scheduling Coordinator Services from 3CE’s designee back to TPS. If the Scheduling Coordinator Services are

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8 transitioned to 3CE’s designee due to an Event of Default with respect to TPS and 3CE does not terminate this Agreement in accordance with Section 11 of the General Terms and Conditions, the Parties shall cooperate in good faith to transition the Scheduling Coordinator Services from 3CE’s designee back to TPS at such time as such Event of Default is cured by TPS or otherwise ceases to exist. This Section 6(b) shall survive the expiration or earlier termination of this Agreement. (ii) If TPS ceases to be the Scheduling Coordinator for the Resources and other Transactions due to the expiration or earlier termination of this Agreement or any other reason, or if TPS is performing the Scheduling Coordinator Services solely pursuant to the application of Section 6(c) of the Base is Agreement, TPS shall cooperate with 3CE’s requests to transition the Scheduling Coordinator Services and other Services hereunder (including executing any consents or documents and taking all other steps as may be required under the CAISO Agreements or as 3CE may otherwise reasonably request to remove TPS as Scheduling Coordinator for the Resources), and 3CE shall be responsible for notifying CAISO, the CPUC, and any Third Parties, as applicable, involved or relating to this Agreement, of the removal of TPS as 3CE’s Scheduling Coordinator for the Resources. In the event that, after the expiration or earlier termination of this Agreement, TPS receives statements or invoices from CAISO or other Third Parties related to 3CE or pertaining to the Resources or any Transactions, as outlined in Section 6.1 of the General Terms and Conditions, TPS shall pass through charges reflected in those statements or invoices to 3CE and 3CE shall be responsible for payment.

This Section 6(b) shall survive termination of this Agreement. (c) Notwithstanding anything to the contrary in any provision of this Agreement, but without limiting the Parties’ obligations under Section 6(b) of the Base Agreement, if, on the date this Agreement would expire or otherwise terminate, CAISO’s system still recognizes TPS as the Scheduling Coordinator for the Resources, then the Term of this Agreement shall be deemed to continue (and the terms of this Agreement shall survive) until the date that CAISO confirms in its system that TPS is no longer the Scheduling Coordinator for the Resources. (d) Termination for Performance. If at any time a Party believes the performance of the other Party under this Agreement is deficient, such Party has the right to provide the other Party with written notice of the performance deficiency, along with a description of the performance deficiency (“Notifying Party”). Upon receipt of such notice of performance deficiency, the Party receiving notice (“Notified Party”) shall have thirty (30) Days to correct such performance deficiency and within seven (7) Days from receipt of the notice to provide a written description to the Notifying Party of the remedial actions taken or to be taken to restore or improve the quality of performance, including by addressing the areas of performance identified in the notice. If the Notified Party fails within such thirty (30) Days to restore the quality of performance to a level deemed satisfactory to the Notifying Party in such Party’s reasonable discretion, such Party shall have the right, following expiration of the thirty (30) Day remediation period, to terminate this Agreement by providing thirty (30) Days’ written notice to the Notified Party and designating a termination date (“Termination for Performance”). Within thirty (30) Days following the effective date of any such Termination for Performance, each Party will pay to the other Party the sum of all amounts that are owed for activity performed prior to such effective date, but no additional termination fee will

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10 GENERAL TERMS AND CONDITIONS
SECTION 1

DEFINITIONS
As used in this Agreement and any amendments hereto, and in addition to other terms elsewhere defined in this Agreement, each of the following terms shall have the indicated meanings; provided, however, capitalized terms not otherwise defined herein shall have the same meanings defined in the Governing Rules.
“3CE” shall have the meaning set forth in the preamble of the Agreement. “3CE Threshold” means four million Dollars ($4,000,000); provided, however, that if a Material Adverse Change has occurred and is continuing with respect to 3CE then the 3CE Threshold will be zero ($0).
“Affected Party” has the meaning given that term in Section 8.3 of the General Terms and Conditions.
“Affiliate” means, with respect to any Person, (i) any other Person, directly or indirectly, controlling, controlled by, or under common control with such Person, or (ii) any other Person under the joint control, directly or indirectly, of such Person. As used in this definition, the term “control” and similar terms shall mean the ownership of more than fifty percent (50%) of the voting securities of such Person or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, through ownership of voting securities, by contract or otherwise.
“Agreement” has the meaning assigned to such term in the preamble of this Agreement. “Ancillary Services” has the meaning given that term in the CAISO Agreements. “Applicable Laws” means any act, statute, law, regulation, permit, license, ordinance, rule, judgment, order, decree, directive, guideline, or policy (to the extent mandatory) or any similar form of decision or determination by, or any interpretation or administration of, any of the foregoing by any Governmental Authority with jurisdiction over the Resources, TPS, 3CE, or the Services to be performed under this Agreement.
“Assessments” has the meaning set forth in Section 8.3 of the General Terms and Conditions. “Automated Dispatch System” or “ADS” has the meaning given that term in the CAISO Agreements.
“Battery Optimization Services” shall have the meaning set forth in Section 3.2 of the Base Agreement.
“Bid” has the meaning given that term in the CAISO Agreements. “Business Day” means any Day other than a Saturday, Sunday, or Day on which Federal Reserve member banks in New York are closed for business. “Business Hours” shall mean the consecutive hours from 8:00 a.m. to 5:00 p.m. Central Prevailing Time on Business Days.

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11 “CAISO” means the California Independent System Operator Corporation or any successor thereto.
“CAISO Agreements” means CAISO Tariff, CAISO Business Practice Manuals and any other applicable CAISO bylaws, procedures, rules, manuals or documents, or any successor, superseding or amended versions thereof that may take effect from time to time. “CAISO Business Practice Manuals” shall mean the Business Practice Manuals published by CAISO, as amended, restated, supplemented, or otherwise modified from time to time. “CAISO Dispatch Instructions” shall have the meaning given that term in Section 4.2 of the Base Agreement.
“CAISO SCID Fee” has the meaning given that term in Section 2.1 of the Base Agreement. “CAISO Tariff” shall mean the California Independent System Operator Corporation Fifth Replacement FERC Electric Tariff, effective April 1, 2022, as amended from time to time, including any schedules, appendices or exhibits attached thereto. “Capacity” means any capacity used to meet reliability requirements or the ability to generate and provide or deliver a Product, and includes the meaning defined in the Governing Rules. “Commencement Date” shall mean the Effective Date of this Agreement. “Confidential Information” has the meaning given that term in Section 14.1(a) of the General Terms and Conditions.
“Central Prevailing Time” or “CPT” shall mean standard time or daylight saving time, as applicable to the central time zone of the United States. “Congestion Revenue Right” has the meaning given that term in the CAISO Agreements. “CPUC” means the California Public Utilities Commission (or any successor thereto that regulates public utilities in California).
“Credit Exposure” shall mean the net amount one Party would owe the other Party if all Transactions and Services between the Parties under this Agreement were closed out and terminated, and all obligations under this Agreement were accelerated and netted against amounts the other Party would owe such Party on the date of credit calculation to derive the amount of credit exposure faced by one Party to the other Party or a Third Party. This calculation will include amounts owed for delivered Products or Services whether billed or unbilled, the forward value of committed but undelivered Products taking into account deviations in the current market value of a Product from the value or price of such Product prevailing at the time a Transaction was entered into, or prevailing at the time such Product was offered into CAISO, the forward value of amounts owing to or from CAISO for estimated future settlement obligations and revisions, and any fees for Services due and owing under this Agreement. “Credit Support” shall mean cash, pre-payments, letters of credit, and, if acceptable to the requesting Party, may include guarantees or other reasonable forms of security. “Daily Schedule” shall have the meaning given that term in Section 3.2(a) of the General Terms and Conditions.
“Damages Cap” has the meaning given that term in Section 10.2 of the General Terms and

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12 Conditions.
“Day” shall mean a calendar day.
“Day-Ahead” has the meaning given that term in the CAISO Agreements. “Day-Ahead Market” or “DAM” has the meaning given that term in the CAISO Agreements. “Defaulting Party” has the meaning given that term in Section 11.2 of the General Terms and Conditions.
“Delivery Point” shall mean the physical point(s) where 3CE delivers Products, which in a typical Transaction shall be the point(s) at which the electric interconnection facilities utilized to meter and financially settle the delivery of Products from the Resources, meet with the high voltage side of the physical interconnection between the Resources and the applicable transmission service provider. For a specific Transaction, the Parties may agree to any Delivery Point that is a defined point at which financial settlement may occur within the CAISO region. “Digital Certificate” shall have the meaning given that term in Section 2.9 of the Base Agreement. “Documentation” has the meaning set forth in Section 2.8 of the Base Agreement. “Due Date” means the tenth (10th) Day after 3CE’s receipt of TPS’s invoice; provided, however, if such Day is not a Business Day, the next Business Day. “Effective Date” has the meaning given in the Preamble of the Agreement. “Energy” has the meaning given the term in the CAISO Agreements. “Energy Imbalance Market” or “EIM” has the meaning given the term in the CAISO Agreements. “Escalator” shall equal the greater of (i) the percentage change in the Consumer Price Index for Urban Areas or “CPI-U” published by the U.S. Department of Labor and applicable for the twelve (12) consecutive Months ending prior to the first Day of the Month in which the Original Commencement Date occurs each year during the Term, from the annual average CPI-U prevailing for the prior twelve (12) consecutive Month period, or (ii) two percent (2.0%). “Event of Default” has the meaning set forth in Section 11.1 of the General Terms and Conditions.
“FERC” means the Federal Energy Regulatory Commission or any successor thereto. “Fifteen-Minute Market” or “FMM” has the meaning as defined in the CAISO Agreements. “Fixed Monthly Fee” has the meaning set forth in Section 5.2 of the Base Agreement. “Force Majeure” has the meaning set forth in Section 13.1 of the General Terms and Conditions. “Governing Rules” shall mean all applicable CAISO Agreements and any applicable rules and/or directives of CAISO, the CPUC, NERC, FERC or any successor thereto, as the same may be amended from time to time.
“Governmental Authority” shall mean any federal, state or local government, court of competent jurisdiction, administrative agency or commission or other governmental or regulatory

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13 instrumentality, agency, authority or authorized arbitral body thereof, including without limitation, CAISO, the CPUC and the NERC.
“Imaged Agreement” has the meaning set forth in Section 16.12 of the General Terms and Conditions.
“Initial Term” has the meaning set forth in Section 6(a) of the Base Agreement. “Interest Rate” means, for any date, the lesser of (i) the per annum rate of interest equal to the “Prime Rate” as may from time to time be published in The Wall Street Journal under “Money Rates” on such Day (or if not published on such Day, on the most recent preceding Day on which published), plus two percent (2%) or (ii) the maximum rate permitted by Applicable Law. “Inter-SC Trade” has the meaning given the term in the CAISO Agreements. “Material Adverse Change” means, with respect to a Party, or The Tenaska Guarantors, as applicable, the occurrence of one or more events which, in the commercially reasonable judgement of the other Party, constitutes a material adverse change in the creditworthiness, financial liquidity, access to capital, financial responsibility or ability of the Party or the Tenaska Guarantors to perform their obligations under this Agreement or the Tenaska Guaranty, as applicable.
“Month” means a calendar month.
“MW” means one megawatt.
“MWh” means one megawatt/hour.
“NERC” means the North American Electric Reliability Corporation or any successor thereto. “Non-Defaulting Party” shall have the meaning set forth in Section 11.2 of the General Terms and Conditions.
“Notified Party” shall have the meaning set forth in Section 6(d) of the Base Agreement. “Notifying Party” shall have the meaning set forth in Section 6(d) of the Base Agreement. “Optimization Fixed Monthly Fee” shall have the meaning set forth in Section 5.3 of the Base Agreement.
“Optimization Letter Agreement” has the meaning set forth in the Recitals. “Original Agreement” has the meaning set forth in the Recitals. “Original Commencement Date” has the meaning set forth in the Recitals. “Outage” shall have the meaning given the term in the CAISO Agreements and shall also include any Forced Outage, Approved Maintenance Outage, Maintenance Outage (as each such term is defined in the CAISO Agreements), or decrease in capacity or output at any Resource, whether or not caused by an event of Force Majeure, resulting in interruption, curtailment, reduction, or cessation of the production or provision of Products from the Resource. “Party” or “Parties” has the meaning set forth in the Recitals.

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14 “Pass Through Amounts” shall mean, without duplication, all actual, direct Third Party costs incurred by TPS; all charges assessed against TPS by CAISO or any other Governmental Authority and payable by TPS; all credits received by TPS from CAISO; and, to the extent expressly stated to be a Pass Through Amount herein, amounts payable to any other Third Party; provided, in each case, that such costs and charges are directly allocable to TPS’s performance of the Services in accordance with the terms of this Agreement and are directly allocable to Services performed for the Resources, excluding TPS’s cost of (i) providing any credit support to 3CE; (ii) any Credit Support provided to CAISO; or (iii) doing business in CAISO generally. Except with respect to Pass Through Amounts related to CAISO, transmission costs and any charges assessed or imposed by any Governmental Authority, TPS shall use commercially reasonable means to obtain the prior approval of 3CE before incurring any other Third Party costs or charges that are to be passed through to 3CE as Pass Through Amounts. “Permit” means, unless otherwise provided in this Agreement, any approval, waiver, exemption, variance, franchise, permit, authorization, license, or similar order of or from any federal, state, county, municipal, or other governmental body, instrumentality, agency, authority, or court having jurisdiction over the matter in question.
“Permitted Termination” has the meaning set forth in Section 8.6 of the General Terms and Conditions.
“Person” means an individual, corporation, voluntary association, joint stock company, business trust, partnership, limited liability company, municipality (including any municipal electric board, cooperative, power utility, agency, or subdivision), rural electric cooperative, or other entity. “Pledgor” shall have the meaning set forth in Section 7.6(c) of the General Terms and Conditions. “PowerTools Platform®©” shall have the meaning as set forth in Section 2.6 of the Base Agreement.
“PPA(s)” shall mean Power Purchase Agreements, each as further described in Exhibit B of this Agreement.
“PPT” means the standard time or daylight saving time, as applicable to the Pacific time zone of the United States.
“Pricing Node” or “PNode” has the meaning given that term in the CAISO Agreements. “Prior Agreements” has the meaning set forth in the Recitals. “Proceedings” has the meaning given that term in Section 16.3 of the General Terms and Conditions.
“Product(s)” means Capacity, Energy, and Ancillary Services from the Resources that are scheduled in the CAISO markets under this Agreement (collectively and individually). “Project” shall have the meaning given that term in the Recitals. “Prudent Industry Practice” means, in respect of the performance under this Agreement, the practices, methods, techniques, standards and acts that, at the time of the performance under this Agreement, are then engaged in or approved by a significant portion of the independent power production industry and that, in the exercise of reasonable judgment in light of the facts known at the time of performance, would have reasonably been expected to accomplish the desired results.

Prudent Industry Practice is not intended to be limited to the optimum practices, methods,

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15 techniques, standards and acts to the exclusion of all others, but rather reflect the range of the practices, methods, techniques, standards and acts then generally accepted in the CAISO market, having due regard for, among other things, contractual obligations, Applicable Laws, Permits, and the Governing Rules.
“Real-Time” has the meaning as defined in the CAISO Agreements. “Real-Time Market” or “RTM” has the meaning as defined in the CAISO Agreements. “Recording” has the meaning as set forth in Section 16.10 of the General Terms and Conditions. “Renewal Term” has the meaning set forth in Section 6(a) of the Base Agreement. “Representatives” means each Party’s respective directors, officers, and employees, including, without limitation, attorneys, accountants, partners, and consultants. “Resource” or “Resource(s)” shall have the meaning set forth in the Recitals to this Agreement. “Responsible Party” has the meaning given that term in Section 8.3 of the General Terms and Conditions.
“Resource Adequacy Capacity” or “RA” means Resource Adequacy Capacity as further defined in the CAISO Agreements or by the CPUC. Resource Adequacy Capacity may have system, local and/or flexible attributes as determined by the CPUC and CAISO and as specified by 3CE. “Scheduling Coordinator” has the meaning given the term in the CAISO Agreements. “SCID” means, for purposes of this Agreement, the Scheduling Coordinator ID assigned to TPS by CAISO in which the Resources reside.
“Secured Party” shall have the meaning set forth in Section 7.6(c) of the General Terms and Conditions.
"Service Fees” means, with respect to a Month, the Fixed Monthly Fee. “Services” shall mean, collectively, all Scheduling Coordinator services required under the Governing Rules for the Resources and provided pursuant to this Agreement, including the obligations set forth in Section 2 of the Agreement and Sections 2 and 6 of the General Terms and Conditions, Operational Services pursuant to Section 4 of the Base Agreement, Support Services, and any other services that TPS and 3CE have expressly agreed to under this Agreement.
“Set Point” has the meaning given the term in the CAISO Agreements. “Settlement Process” has the meaning set forth in Section 7.7 of the General Terms and Conditions.
“Settlement Statement” has the meaning as defined in the CAISO Agreements. “Set-Up Fee” has the meaning set forth in Section 5.1 of the Base Agreement. “Solar Optimization Services” shall have the meaning set forth in Section 3.1 of the Base Agreement.

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16 “Solar Resource(s)” shall have the meaning set forth in the Recitals. “Storage Optimization Engine” shall have the meaning set forth in Section 3.2 of the Base Agreement.
“Storage Resource(s)” shall have the meaning set forth in the Recitals. “Supply Plan” has the meaning as defined in the CAISO Agreements. “Support Services” has the meaning set forth in Section 2.8 of the Base Agreement. “Support Services Period” has the meaning set forth in Section 2.8 of the Base Agreement. “TEH” shall have the meaning set forth in Section 7.6(a) of the General Terms and Conditions. “TEI” shall have the meaning set forth in Section 7.6(a) of the General Terms and Conditions “Tenaska Guarantors” shall have the meaning set forth in Section 7.6(a) of the General Terms and Conditions
“Tenaska Guaranty” shall have the meaning set forth in Section 7.6(a) of the General Terms and Conditions
“Term” shall mean the period commencing on the Effective Date through and including the expiration of the Initial Term and any Renewal Term, as applicable, subject in all cases to any early termination of the Agreement as permitted herein and subject to Section 6(c) of the Base Agreement.
“Termination for Performance” shall have the meaning set forth in Section 6(d) of the Base Agreement.
“Third Party” shall mean any Person other than 3CE or TPS. “TPS Customer Portal” means the internet site designated by TPS which provides access to public and 3CE-specific information and a means to transmit certain information from 3CE to TPS. “Transaction” means a particular transaction relating to the scheduling, delivery, sale, and/or purchase of a Product, as applicable.
“WECC” means the Western Electricity Coordinating Council. “Weekly Payment Procedure” has the meaning given that term in Exhibit D. “Weekly Statement” has the meaning given that term in Exhibit D.

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17 attachment thereto. References in an instrument to "Article," "Section" or another subdivision or to an attachment are, unless the context otherwise requires, to an article, section or subdivision of or an attachment to such agreement or instrument. All references to exhibits appendices, or attachments in this Agreement, or any agreement or instrument that is governed by this Agreement, are to exhibit, appendices or other attachments (however named) attached to this Agreement or such instrument or agreement governed by this Agreement (as applicable).

References to any gender include, unless the context otherwise requires, references to all genders. References to "$" or to "Dollars" or “Cents” shall mean the lawful currency of the United States of America.

SECTION 2

PERFORMANCE OBLIGATIONS

2.1 Reserved.

2.2 TPS as Scheduling Coordinator and Principal.
(a) To the extent necessary to fulfill TPS's obligations as Scheduling Coordinator hereunder for Products to which title is held by 3CE, 3CE authorizes TPS to convey title to such Products on behalf of 3CE. All revenues associated with such Products delivered to CAISO are the property of TPS, and upon TPS receiving revenues from CAISO associated with such Products delivered to or settled with CAISO, TPS shall have an obligation hereunder to pay 3CE all revenues associated with such delivered or settled Products as paid by CAISO to TPS in accordance with Section 7 of the General Terms and Conditions. In addition, and if applicable, where Transactions involving Products utilized to charge the Storage Resource are supplied by CAISO and settled by TPS with CAISO, TPS, as 3CE’s Scheduling Coordinator, will purchase from and/or settle such Products with CAISO at the appropriate Delivery Point and immediately thereafter enter into a Transaction with 3CE under this Agreement where 3CE shall take title to all such Products at the Delivery Point. In such cases, 3CE shall have an obligation hereunder to pay TPS for such delivered or settled Products at the applicable amount charged by CAISO to TPS. All such Transactions transacted and settled with CAISO will be memorialized pursuant to the terms of Section 2.6 of the General Terms and Conditions. Notwithstanding the foregoing, all such Products must be capable of being purchased and resold under TPS’s market-based rate authority with FERC; in the event TPS is precluded from selling a particular Product under its market based rate authority, as to that Product, TPS will act as 3CE’s representative in arranging for the sale of such Product. (b) For the avoidance of doubt, TPS, in its role as 3CE’s Scheduling Coordinator for the Resources hereunder, shall schedule all of 3CE’s Transactions associated with the Resources which require scheduling with CAISO for 3CE subject to and in accordance with this Agreement.

2.3 Standard of Performance. TPS will discharge its obligations hereunder in good faith and in a commercially reasonable manner and shall perform the Services in a good, workmanlike manner and in accordance with (i) the Governing Rules and Applicable Law, (ii) Prudent Industry Practice, (iii) instructions from 3CE, and (iv) the terms of this Agreement.

2.4 Exclusivity. For the Resources, subject to the terms and conditions of this Agreement, 3CE grants TPS the exclusive right during the Term to:

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18 (a) act as 3CE’s provider of Services such that,
(i) the Resources designated in Exhibit A will be solely represented by TPS as Scheduling Coordinator;
(ii) 3CE will schedule all Products through and with TPS; and (iii) during the term of this Agreement, 3CE will not schedule Products related Ito the Resources directly with CAISO, or through any other Person except TPS, as long as there is no Force Majeure event or Event of Default that has occurred and is continuing with respect to TPS;
(b) serve as 3CE’s representative, limited to the purpose of representing 3CE as the Scheduling Coordinator for the Resources in communications with CAISO, as provided under Section 2 of the Base Agreement; and
(c) schedule the Products per 3CE’s instruction described in this Agreement; and (d) administer the purchase or sale of Products from the Resources into CAISO in accordance with the terms and conditions of this Agreement and the Governing Rules.

2.5 Reserved.

2.6 Reports. To the extent TPS is purchasing or selling Products from or pertaining to the Resources, in order to transact and settle such Products with CAISO pursuant to Section

2.2(a) of these General Terms and Conditions and upon 3CE’s request, TPS shall deliver a report to 3CE in a mutually agreed format, containing the provisions of such Transaction(s), including the type of Product and the quantity thereof that TPS has sold or purchased. The Parties agree that TPS’s provision of this report will be deemed to be a confirmation of Transactions entered into pursuant to Section 2.2(a) of these General Terms and Conditions.

2.7 Regulatory Reporting. TPS will reasonably assist 3CE in data collection for 3CE’s regulatory reporting obligations upon 3CE’s request. 3CE will be responsible for required state, federal or regional reports applicable to its licenses and business interests. For clarification, nothing herein shall obligate TPS to prepare or submit any regulatory or governmental reports for 3CE; provided, however, that TPS shall timely provide to 3CE all information in its possession that is reasonably requested by 3CE for 3CE’s regulatory or governmental reports. For clarification, TPS will provide 3CE with transaction details in its possession in a format readily usable by 3CE to submit its FERC Electric Quarterly Reports (“EQR”).

SECTION 3

OPERATIONAL ISSUES

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19 (b) all relevant parameters, Real-Time data telemetry point map, Delivery Point(s), and Pricing Node(s), each as applicable to each Resource and as may be required by the Governing Rules, along with any other information about the Resources that 3CE reasonably believes would be helpful for TPS to know or that TPS reasonably requests in connection with the Services provided under this Agreement. TPS will provide assistance to 3CE to identify required information. 3CE will use good faith efforts to, as soon as practicable, provide TPS with any and all applicable additions or changes to the above information required for the provision of Services. TPS may rely on the most recent information 3CE has supplied to TPS.

Resources may only be added to or removed from this Agreement through a written amendment of this Agreement executed by the Parties.

(b) In addition to providing TPS with the Daily Schedule, throughout each operating Day, 3CE must provide or cause to be provided to TPS updates on 3CE’s ability to sell Products when and if such information changes materially from that information previously communicated to TPS by 3CE. These updates will be provided via a mutually agreed upon template sent electronically or over the phone or such other means as mutually agreed by the Parties. If updates occur over the phone, 3CE will make commercially reasonable efforts to send the template with the updated information as soon as is practicable, and TPS will make commercially reasonable efforts to submit the schedule.

SECTION 4

INSURANCE

4.1 Insurance Requirements. Prior to commencement of this Agreement, TPS shall provide a “Certificate of Insurance” certifying that coverage as required herein has been obtained.

This verification of coverage shall be sent to 3CE.

4.2 Minimum Limits. Without limiting TPS’s duty to defend and indemnify, TPS shall maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following minimum limits of liability:
(a) Commercial General Liability Insurance, including but not limited to premises and operations, including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability, Broad form Property Damage, Independent Contractors, Products and Completed Operations, and cross-liability with a combined single limit for Bodily Injury and Property Damage of $1,000,000 per occurrence, and $2,000,000

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20 in the aggregate. Such requirement may be met through any combination of primary and excess policies.
(b) Business Automobile Liability Insurance, covering all motor vehicles, including owned, leased, non-owned, and hired vehicles, used in providing services under this Agreement, with a combined single limit for Bodily Injury and Property Damage of $1,000,000 per occurrence.
(c) Workers’ Compensation Insurance, if TPS employs others in the performance of this Agreement, in accordance with California Labor Code section 3700 and with Employer’s Liability limits of $1,000,000 each person, $1,000,000 each accident and $1,000,000 each disease.

4.4 Additional Insureds. Commercial general liability and automobile liability policies shall include 3CE, its directors, board members, officers, agents, and employees as Additional Insureds with respect to liability arising out of TPS’s work, including ongoing and completed operations, and shall further provide that such insurance is primary insurance to any insurance or self-insurance maintained by 3CE and that the insurance of the Additional Insureds shall not be called upon to contribute to a loss covered by the TPS’s insurance.

SECTION 5

EQUIPMENT AND DATA TRANSMISSION

5.2 Communication Cost. 3CE shall provide TPS with access to all applicable CAISO communication systems available to 3CE, as necessary for TPS to provide 3CE with Services described in this Agreement or as may be required by the Governing Rules. 3CE shall reimburse TPS for all additional reasonable Third Party costs or expenses incurred by TPS for equipment or facilities located at 3CE’s site and/or directly and solely related to providing communications to the Resources or to adjust for changes in (i) CAISO or NERC communication criteria or standards, or (ii) communication technology implemented by 3CE during the Term to the extent TPS’s provision of additional equipment or facilities have been authorized by 3CE, all of which shall be passed through to 3CE as Pass Through Amounts under this Agreement. Prior to incurring any such Third Party costs subject to reimbursement by 3CE, TPS shall provide 3CE with an estimate of and explanation of the need for such costs and obtain 3CE’s approval for such costs, which shall not be unreasonably withheld. For such communication costs, TPS will invoice 3CE for such Pass Through Amounts in accordance with Section 7.1 of the General Terms and Conditions, providing 3CE with supporting details from TPS’s invoices from Third Party communications providers or vendors. Included in communications costs reimbursable by 3CE are any incremental costs applicable to CAISO WAN costs attributable to 3CE that are supported by cost documentation from CAISO.

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21 SECTION 6

SETTLEMENTS AND PASS THROUGH AMOUNTS

When paid by CAISO or a Third Party, as applicable, TPS will credit any such payments received to 3CE on the next invoice delivered by TPS to 3CE pursuant to Section 7 of the General Terms and Conditions herein. For the avoidance of doubt, receipt of payments from CAISO by TPS shall include receipt of payment in the form of credit or offset against other payment obligations owed to CAISO (to the extent permitted under the CAISO Agreements). 3CE shall reimburse TPS for all Pass Through Amounts assessed by CAISO or Third Parties to the extent related to or apportionable to any Transactions or Services. 3CE shall pay its proportionate share of all Pass Through Amounts assessed against or credited to TPS by CAISO, a transmission or distribution company, or regulatory authority, as applicable, to 3CE. As used in the previous sentence, the term “proportionate” shall mean that 3CE shall pay all Pass Through Amounts directly allocable to the Resources, Transactions and Services. All Pass Through Amounts and CAISO settlement charges and payments shall be payment obligations of the applicable Party that shall be due and payable as provided in Section 7 of the General Terms and Conditions. These obligations shall survive the termination of this Agreement.

6.2 Allocation Shares. The Parties acknowledge that 3CE and Silicon Valley Clean Energy (“SVCE”) are each entitled to a share of the Product from the Resources set forth in Exhibit A under the heading of Shared Resources and 3CE is solely entitled to the Product of the Resources set forth in Exhibit A under the heading of 3CE Resources. In each invoice delivered pursuant to this Agreement, TPS shall (a) allocate the CAISO Settlements, Pass Through Amounts and applicable Service Fees to 3CE and SVCE in accordance with the percentages set forth in Exhibit A for Shared Resources, and (b) assign all CAISO Settlements, Pass Through Amounts and Services Fees to 3CE for 3CE Resources.

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22 resolution process, TPS may cease such efforts to contest Pass Through Amounts in the event TPS determines in its commercially reasonable judgment that (i) such Pass Through Amounts are correct, (ii) such dispute resolution is unlikely to be successful in adjusting the disputed Pass Through Amounts, or (iii) the cost or effort to continue pursuit of the dispute resolution process is unacceptable to TPS. In such event, TPS will notify 3CE of TPS’s decision to abandon pursuit of the dispute resolution process in a reasonable time prior to abandoning the claim, and in the event an assignment of claims is permitted under the Governing Rules, TPS will assign the claim under dispute to 3CE to enable 3CE’s independent pursuit of the claim. 3CE will be solely responsible for verifying the accuracy of meter data that is used to calculate CAISO Settlements with CAISO. 3CE and TPS will cooperate to provide any supporting data relating to the dispute in sufficient time for TPS to provide such data to CAISO under applicable Governing Rules.

SECTION 7
BILLING; PAYMENT; CREDIT

7.1 Invoices. All Services hereunder and Transactions hereunder will be accounted for on the basis of the settlement procedures set by the Governing Rules. The accounting period for Services, Transactions, and CAISO settlements will be one (1) Month. TPS’s monthly invoices will detail the Services and quantity of Products and imbalance charges scheduled and settled for 3CE under this Agreement during the applicable billing Month together with any adjustments for prior Months’ Services, 3CE’s Transactions to account for revised settlement billing statements received from Third Parties and from CAISO (and any applicable Pass Through Amounts), which invoice shall contain such detail and substantiating documentation as 3CE may reasonably request. In the event a CAISO statement conflicts with 3CE’s or TPS’s records, the CAISO statement will govern subject to any dispute 3CE timely raises with TPS for submission to the CAISO regarding such statement; provided however that submission of a dispute will not relieve a Party of its payment obligation until the dispute is resolved and to the extent adjustments are made to amounts owed. TPS’s invoice will show the amount that each Party owes (or is owed) pursuant to this Agreement. Invoices may be based upon estimated quantities, costs, and prices and adjusted by subsequent invoices once actual quantities, costs, and prices become known, pursuant to the Settlement Process. TPS shall invoice Pass Through Amounts and reimbursements in Section 5.4 of the Base Agreement separately from the fees specified in Sections 5.1, 5.2 and 5.3 of the Base Agreement.

7.2 Payment Date. A Party owing a Payment to the other Party, as set forth in the monthly invoices, shall make the payment on or before the tenth (10th) day after receipt of the monthly invoice (“Monthly Due Date”). In addition to the billing and payment process described in this Section 7, the Weekly Payment procedure set forth in Exhibit D will apply when the Resource is in a TPS SCID.

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23 7.4 Offset. In the event that 3CE and TPS are each required to pay an amount to the other in the same Month pursuant to this Agreement, then such amounts will be aggregated, and the Parties will discharge their obligations to pay through offset. In such an offset, the Party owing the greater aggregate amount will pay to the other Party the net difference between the amounts owed.

7.6 Credit Support.
(a) TPS Credit Support and Limits. 3CE’s obligation to utilize and continue TPS’s Services under this Agreement is conditioned upon TPS satisfying 3CE’s credit policies and requirements. The Parties acknowledge and agree that TPS has caused to be delivered to 3CE, a guaranty of payment duly executed by Tenaska Energy Holdings, LLC (“TEH”) and Tenaska Energy Inc. (“TEI” and together with TEH, the “Tenaska Guarantors”) in the amount of five million Dollars ($5,000,000 USD), in favor of 3CE (the “Tenaska Guaranty”), and TPS shall cause the Tenaska Guaranty to remain in full force and effect until TPS no longer has any remaining obligations under this Agreement. If at any time (i) TPS fails to maintain the Tenaska Guaranty in accordance with this Section, (ii) a Material Adverse Change has occurred with respect to the Tenaska Guarantors, or (iii) the liability limit of the Tenaska Guaranty is less than 3CE’s Credit Exposure to TPS, 3CE shall have the right to request additional adequate Credit Support in an amount sufficient to secure 3CE’s Credit Exposure to TPS. A failure by TPS to provide such additional adequate Credit Support pursuant to this Section 7.6(a) within three (3) Business Days of receiving a request hereunder will be an Event of Default pursuant to Section 11.1(a) of the General Terms and Conditions. (b) 3CE Credit Support and Limits. TPS’s obligation to provide Services hereunder is conditioned upon 3CE’s compliance with TPS’s credit policies and requirements. 3CE shall provide TPS with adequate assurance of its creditworthiness prior to the Commencement Date (if such adequate assurance has not been provided under the Original Agreement), and shall provide adequate Credit Support throughout the Term to cover TPS’s Credit Exposure to 3CE. Upon request, 3CE shall promptly provide quarterly, annual, and other financial data as reasonably requested to enable TPS to monitor 3CE’s ongoing creditworthiness. If at any time during the Term, TPS’ Credit Exposure to 3CE, less any Credit Support held by TPS, exceeds the 3CE Threshold, then TPS shall have the right to request additional adequate Credit Support in an amount sufficient to secure TPS’s Credit

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24 Exposure to 3CE above the 3CE Threshold. A failure by 3CE to provide Credit Support pursuant to this Section 7.6(b) within three (3) Business Days of receiving a request hereunder will be an Event of Default pursuant to Section 11.1(a) of the General Terms and Conditions. Unless TPS has received Credit Support to cover its Credit Exposure to 3CE above the 3CE Threshold, TPS shall not be obligated to perform or receive, as the case may be, any Services or Transactions under this Agreement and may suspend performance until adequate Credit Support is provided.
(c) Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either or both Parties deliver Credit Support hereunder, each Party (a “Pledgor”) hereby grants to the other Party (the “Secured Party”) a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all cash collateral and cash equivalent collateral and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of, such Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s first-priority security interest in, and lien on (and right of setoff against) such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon TPS’s receipt of settlement payments from CAISO, the settlement payments shall be deemed Credit Support posted by 3CE until disbursed to 3CE by TPS under Section 7.2 of the General Terms and Conditions. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default, the Non-Defaulting Party may do any one or more of the following: (i) exercise any of the rights and remedies of a Secured Party with respect to all Credit Support including any such rights and remedies under law then in effect; (ii) exercise its rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding letter of credit issued for its benefit; and (iv) liquidate all Credit Support then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party including any equity or right of purchase redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the Credit Support realized upon the exercise of any such rights or remedies to reduce the Pledgor’s obligations under this Agreement (the Pledgor remaining liable for any amounts owing to the Secured Party after such application), subject to the Secured Party’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

7.7 True-Up/Credit Provisions. The Parties understand and agree that CAISO issues, revises, and restates its Settlement Statements in accordance with the Governing Rules (the “Settlement Process”). To accommodate the Settlement Process, the Parties agree that either Party may raise a dispute with CAISO with respect to any statement or payment after other applicable deadlines for disputing such statement or payment have passed so long as such dispute is raised no later than ten (10) Days following the date of the relevant CAISO Settlement Statement. In each Month’s invoice to 3CE, TPS will include any revisions or corrections to prior Months’ invoices arising from CAISO’s Settlement Process. CAISO’s Settlement Process could result in 3CE owing additional payments to TPS or being owed payments by TPS. Upon receipt of each invoice and not later than the Due Date, 3CE shall pay TPS any amounts owed, and TPS shall pay 3CE any amounts owed, which arise from CAISO’s Settlement Process. No invoice rendered by TPS to 3CE under this Agreement shall be final until and unless CAISO has determined that no further restatement or resettlement of such Month shall occur and TPS has

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25 transmitted an invoice to 3CE for that Month reflecting any and all CAISO Settlement Statements applicable to that Month.
(a) Security After Termination. Upon termination of the Agreement, TPS will make a good faith estimate of any amounts by which CAISO may adjust prior Settlement Statements during the Settlement Process for Months of Service under this Agreement and will advise 3CE of such estimated amounts. The Party owed the greater aggregate amount, provided that such amount exceeds fifty thousand Dollars ($50,000), may demand reasonable security of performance, the Party estimated to owe the greater aggregate amount shall provide such Credit Support acceptable to the requesting Party in its reasonable discretion. TPS will continue to transmit settlement invoices to 3CE, as described herein. Upon receipt of each invoice and not later than the Weekly Due Date, 3CE shall pay TPS any amounts owed, and TPS shall pay 3CE any amounts owed, which arise from CAISO’s Settlement Process. Section 7.7 and 7.7(a) shall survive termination of the Agreement until the Settlement Process for months of Service under the Agreement is complete, invoices have been issued to 3CE, and payments between the Parties have been resolved.
(b) Statements received after termination of this Agreement. After the expiration or earlier termination of this Agreement, if TPS receives any statements from CAISO or Third Parties, whether adjustments or revisions, attributable to any Pass Through Amounts under this Agreement, TPS will invoice or pay 3CE accordingly.

TPS will continue to send monthly invoices to 3CE reflecting any revisions, corrections, or adjustments to prior months’ statements from CAISO until TPS has transmitted invoices which reflect corrections for any month made by CAISO, applicable to 3CE for such month. For each invoice provided to 3CE after the expiration or earlier termination of the Agreement, 3CE shall pay TPS any amounts owed, and TPS shall pay 3CE any amounts owed, as the case may be, by the Due Date. This Section 7.7(b) shall survive the expiration or earlier termination of this Agreement until accounting and billing for Pass Through Amounts and Services for all months of Service under this Agreement are complete, invoices have been issued to 3CE, and payments between the Parties have been resolved.

TPS shall ensure that such supporting books and records are distinguishable from TPS’s other Scheduling Coordinator activities. The Parties shall each retain such books and records for a minimum of four (4) years after the Term, or if longer, the relevant period required by Applicable Law or Governing Rules. (b) Each Party has the right, at its sole expense and during Business Hours and upon reasonable written notice to the other Party, to examine the records of the other Party as necessary to verify the accuracy of any invoice, charge, or computation made pursuant to this Agreement. If any such examination reveals any inaccuracy in any invoice, the necessary adjustments in such invoice and the payments thereof will be promptly made together with interest at the Interest Rate, if applicable, from the original date of payment; provided that no adjustment for any invoice or payment will be made unless objection to its accuracy thereof was made prior to the lapse of two (2) years from the date that the disputed invoice was delivered; and, provided further, no adjustment will be made to invoices or

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26 summaries related to CAISO Settlement Statements that CAISO has deemed final under the Governing Rules. Notwithstanding anything in this Agreement to the contrary, adjustments to any invoice may be made up to four (4) years from the date that the particular Transactions were completed to adjust for (i) corrections made by CAISO to prior CAISO statements. This paragraph of this Agreement survives the expiration or earlier termination of this Agreement for a period of four (4) years from the date of such expiration or earlier termination of this Agreement for the purpose of the right to examine records and such invoice and payment objections and corrections.

SECTION 8

GOVERNING RULES

8.2 Compliance Support. TPS shall use commercially reasonable efforts to assist 3CE in any audit of the Resources conducted or initiated by a regional reliability coordinator or NERC, including preparation of responses to NERC or regional reliability coordinator data requests related to NERC standards for which TPS has information useful to 3CE for the demonstration of compliance. In addition to the foregoing, if the regional reliability coordinator requests a NERC audit for a time period during which TPS served as 3CE’s Scheduling Coordinator, then upon 3CE’s request, with respect to such audits that call for production of records of Scheduling Coordinator-related communications with CAISO, TPS shall support 3CE with relevant information and assistance including assisting 3CE in responding to a NERC audit by providing 3CE with TPS’s pertinent documentation of TPS’s communications with CAISO or the applicable Resource. Nothing contained in this Agreement shall be construed to make TPS a “generation owner,” “generation operator,” or any similar entity, or to make TPS subject to any classification under applicable NERC rules as a result of TPS’s execution of this Agreement or TPS’s performance of the Services or otherwise, and 3CE shall not register TPS or require TPS to register with NERC as a “generation owner” or “generation operator” with respect to the Resources.

8.3 Compliance with Laws. TPS and 3CE will at all times comply with all Applicable Laws and the Governing Rules. In the event that actions or omissions of one Party (“Responsible Party”) cause the other Party (“Affected Party”) to (a) be materially non-compliant with the Governing Rules or Applicable Laws affecting Scheduling Coordinators or the Resources, or (b) have assessed or brought against it any fines, penalties, reprimands, censures, sanctions, assessments, or other material adverse actions by CAISO, market monitor, or any other Governmental Authority (“Assessments”) (which, for the avoidance of doubt, will not include ordinary course settlement charges or penalties, such as imbalance penalties or charges, mismatched schedule charges, uninstructed deviation charges, or late fees), then, in addition to any other rights or remedies under this Agreement (including, without limitation, the right, if any, to indemnification against such Assessments), the Affected Party may exercise any or all of the following:

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27 (i) give written notice to the Responsible Party setting forth the circumstances of non-compliance and, if practicable, demand that the Responsible Party cure such non-compliance; and (ii) demand that the Responsible Party use commercially reasonable efforts to cooperate in the Affected Party’s defense against such allegation or Assessment (provided the foregoing will not require the Affected Party to incur material expenses unless reimbursed by the Responsible Party nor take any position in any regulatory proceeding contrary to its interests or policies).

8.5 Operation of 3CE’s Resources. Notwithstanding anything in this Agreement to the contrary, 3CE retains and shall retain ultimate decision-making authority and control with respect to the Resources relating to the operation, maintenance and dispatch of the Resources and the sale of Products from or pertaining to the Resources. Accordingly, all control over and with respect to the dispatch, maintenance and operation of the Resources, the undertaking of any particular arrangement or Transaction, the ultimate decision-making authority hereunder, and the execution of any Transaction shall reside exclusively with 3CE. TPS shall have no dispatch control over the Resources during any period of the Term, whether in practice as a result of the performance or undertaking of the Services, or otherwise pursuant to the terms of this Agreement. 3CE’s operation, maintenance and dispatch of the Resources, shall be in accordance with Prudent Industry Practice and the Governing Rules, and comply with all applicable Permits.

8.6 Change in Laws or Regulations. In the event a change in Applicable Laws or the Governing Rules (a) materially impairs a Party’s ability to perform under this Agreement, or (b) in the case of TPS, authorizes the CPUC to assert any new or additional jurisdiction over Scheduling Coordinators, the adversely affected Party may notify the other Party of the adverse effect and propose amendments to this Agreement to address the adverse effect of the change in Applicable Laws or Governing Rules. The Parties shall negotiate in good faith to amend this Agreement to restore the Parties to the relative benefits and obligations contemplated under this Agreement prior to the change in Applicable Laws or Governing Rules. If the Parties have not reached agreement on an amendment by the thirtieth (30th) Day after the effectiveness of the notice sent by the affected Party, then the affected Party may, upon written notice to the other Party, terminate this Agreement by designating a termination date that is no earlier than ninety (90) Days after the date of such written notice (“Permitted Termination”). Neither Party shall owe damages to the other Party in the event of a Permitted Termination; provided, that neither Party shall be relieved of any payment obligations accruing under this Agreement prior to the date of such termination or that by their nature survive such termination. Upon a Permitted Termination, TPS will reasonably cooperate with 3CE to transition the Resources and the Scheduling Coordinator Services to a replacement Scheduling Coordinator in accordance with Section 6(b) of the Base Agreement.

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28 SECTION 9
TAXES

Each Party agrees to cooperate with the other Party in the event a state, municipality, or other relevant Governmental Authority ever audits or challenges a Party’s compliance with the rules and regulations governing the payment of taxes related to a Product or Transaction under this Agreement. Furthermore, each Party agrees to indemnify the other Party for any taxes, penalties, late fees, or other charges a Party is required to pay a taxing authority for uncollected and owed taxes which were the responsibility of the other Party under this Agreement, or which arose due to (i) a Party’s failure to provide appropriate exemption certification or (ii) a Party’s misrepresentation of any tax status. This provision shall survive the expiration or earlier termination of this Agreement and shall stay in full force and effect for five (5) years following the expiration or earlier termination of this Agreement.

SECTION 10

INDEMNITIES, LIABILITIES AND WARRANTY DISCLAIMER

10.1 INDEMNITIES. SUBJECT TO THE LIABILITY LIMITATIONS SET FORTH IN SECTION

10.2 BELOW, EACH PARTY UNDERSTANDS AND AGREES THAT IT SHALL DEFEND, RELEASE, INDEMNIFY, AND HOLD THE OTHER PARTY (INCLUDING SUCH PARTY’S

OWNERS, AFFILIATES, AND REPRESENTATIVES) HARMLESS FROM (I) ALL THIRD

PARTY LIABILITIES, COSTS, CLAIMS, LOSSES, OR CAUSES OF ACTION ARISING

FROM PERSONAL INJURY, PROPERTY LOSS, PROPERTY DAMAGE, OR DEATH,

HOWEVER CAUSED, AND RELATED TO ANY EVENT, CIRCUMSTANCE, ACT OR

INCIDENT FIRST OCCURRING OR EXISTING DURING THE PERIOD OF TIME WHEN

CONTROL AND TITLE TO ANY PRODUCT IS VESTED IN SUCH INDEMNIFYING

PARTY, OR (II) ANY OTHER THIRD PARTY LIABILITIES, COSTS, CLAIMS, LOSSES,

OR CAUSES OF ACTION TO THE EXTENT CAUSED BY SUCH INDEMNIFYING PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

10.2 LIMITATION OF LIABILITY. EXCEPT FOR INDEMNITIES PROVIDED IN SECTION 10.1

HEREOF, THE LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR ANY CLAIM

OR CAUSE OF ACTION RELATED TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES ARE WAIVED. IN

NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY

CONSEQUENTIAL, INDIRECT, PUNITIVE, LOST PROFIT, LOST OPPORTUNITY,

BUSINESS INTERRUPTION, OR EXEMPLARY DAMAGES FOR ANY CLAIM OR

CAUSE OF ACTION RELATED TO THIS AGREEMENT, WHETHER ARISING FROM

BREACH OF CONTRACT OR WARRANTY, INDEMNITY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTE, OR OTHERWISE. MOREOVER,

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,

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29 EXCLUDING ANY LIABILITY FOR PAYMENTS OR CREDITS DUE TO 3CE UNDER THE

BASE AGREEMENT, UNLESS THE CLAIMS OR OBLIGATIONS ARE CAUSED BY TPS’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, FOR ANY THREE (3) MONTH PERIOD OF SERVICES, THE LIABILITY OF TPS TO 3CE FOR ANY

OBLIGATIONS OR CLAIMS UNDER THIS AGREEMENT (INCLUDING INDEMNITIES)

SHALL BE LIMITED TO A MAXIMUM OF THE SERVICE FEES RECEIVED BY TPS FROM 3CE (I) WITH RESPECT TO THE THREE (3) MONTHS OF THE TERM, FOR THE

MONTHS PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED, AND THEREAFTER (II) FOR THE THREE (3) MONTHS

IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED (THE “DAMAGES CAP”); PROVIDED, HOWEVER, ONCE

ANY PORTION OF THE DAMAGES CAP HAS BEEN PAID OUT BY TPS IN

SATISFACTION OF A CLAIM, SUCH PORTION THAT HAS BEEN PAID OUT SHALL BE

DEDUCTED FROM THE DAMAGES CAP OTHERWISE AVAILABLE TO SATISFY ANY SUBSEQUENT CLAIM(S) ARISING DURING SUCH PERIOD. FOR THE AVOIDANCE OF DOUBT, OTHER THAN WITH RESPECT TO TPS’S PAYMENT OBLIGATIONS

EXPRESSLY EXCLUDED FROM THE LIMITATION OF LIABILITY ABOVE, TPS WILL

NOT BE OBLIGATED TO PAY OUT IN THE AGGREGATE FOR CLAIMS IN ANY CONSECUTIVE THREE (3) MONTH PERIOD MORE THAN THE SERVICE FEES TPS HAS RECEIVED FROM 3CE FOR SUCH THREE (3) MONTH PERIOD.

10.3 WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND 3CE’S USE OF THE SERVICES IS AT ITS OWN RISK. TPS DOES NOT MAKE, AND

HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES

INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TPS DOES NOT

WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR

COMPLETELY SECURE, OR THAT THE PROVISION OF SERVICES WILL ALWAYS BE EXECUTED WITHOUT HUMAN ERRORS OR OMISSIONS.

10.4 ADDITIONAL INDEMNITIES. AN INDEMNIFYING PARTY’S INDEMNITY

OBLIGATIONS, AND ANY WAIVERS AND RELEASES OF CLAIMS IN THIS

AGREEMENT WILL EXTEND TO THE INDEMNIFIED PARTY, ITS AFFILIATED

COMPANIES, INCLUDING ANY ENTITY CONTROLLING, UNDER THE CONTROL OF,

OR UNDER COMMON CONTROL WITH SUCH PARTY, AND TO THE RESPECTIVE

OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, SHAREHOLDERS AND INSURERS OF EACH THEREOF.

10.5 Survival. The provisions of this Section 10 shall survive the expiration or earlier termination of this Agreement.

SECTION 11

DEFAULTS AND REMEDIES

11.1 Events of Default. A Party will be in default under this Agreement upon the occurrence of any one or more of the following events (each an “Event of Default”):
(a) the failure by a Party to make a timely payment of any amounts due or provide required Credit Support to the other Party under this Agreement; (b) the failure by a Party to perform its material obligations under this Agreement which failure is not excused by the terms of this Agreement;

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30 (c) the breach of any representation or warranty of such Party that results in a material adverse impact on the other Party;
(d) the appointment (voluntary or involuntary) of a receiver or liquidator or trustee of such Party or of any of the property of such Party by order of a court of competent jurisdiction;
(e) the filing of a petition or consent seeking relief or assisting in seeking relief in a proceeding under any of the provisions of federal or state bankruptcy or insolvency laws, as any such laws now exist or as those laws may be amended, or the filing of an answer admitting the material allegations of a petition filed against it in such proceeding; the general assignment by a Party for the benefit of its creditors; or the admission by a Party in writing of its inability to pay its debts generally as they become due; and/or
(f) the commission of a fraudulent act or omission by a Party in the performance of its obligations hereunder.

11.2 Rights of Non-Defaulting Party. If an Event of Default shall have occurred and be continuing with respect to a Party (the “Defaulting Party”), the Party not subject to an Event of Default (the “Non-Defaulting Party”) shall have the right to take any one or more of the following actions:
(a) upon the occurrence of an Event of Default as specified in Sections 11.1(a),

11.1(b), 11.1(d), 11.1(e), or 11.1(f), to suspend performance immediately and without notice;
(b) upon the occurrence of an Event of Default as specified in Section 11.1(c), upon three (3) Business Days’ notice, to suspend performance of any obligation which, if performance continued, would expose the Non-Defaulting Party to material risks or material unrecovered costs;
(c) upon the occurrence of an Event of Default as specified under Sections 11.1(a),

11.1(e), to terminate this Agreement immediately and without notice; (f) to pursue collection of direct, actual damages and seek any other remedy at law or in equity (except to the extent limited by, or waived under, this Agreement); (g) to pursue collection of reasonable attorney's fees and costs if any action is brought to enforce any term or provision of this Agreement or collect amounts due (whether at the trial court level or any appeal there from); and/or

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31 (h) to pursue any other remedy provided under this Agreement.

SECTION 12

NOTICES

12.1 Notices. Unless otherwise provided in this Agreement, any notices given under this Agreement must be in writing and personally delivered or sent by electronic mail or United States mail to such Persons or locations designated on Exhibit B and shall be deemed given and effective when delivered by hand or upon:
(a) three (3) Business Days after such notice is deposited in the United States mail with postage prepaid for transmittal by registered or certified mail, return receipt requested;
(b) one (1) Business Day after such notice is placed in the hands of a recognized commercial mail or courier service for overnight delivery; or (c) the Business Day on the date such notice was sent by email with confirmation of receipt of such email by confirmed email transmission, provided that such receipt occurred during Business Hours of such Business Day. For email transmissions received after such Business Hours of such Business Day at the receiving location, notice shall be deemed effective upon the opening of Business Hours of the next Business Day.

For the avoidance of doubt, either Party may update its notice information contained in Exhibit B at any time without the need for a formal amendment by sending written notice to the other Party in accordance with this Section 12.1.

SECTION 13

FORCE MAJEURE

13.1 Force Majeure. Subject to Section 13.2 of the General Terms and Conditions, neither Party will be considered to be in default in the performance of any obligations under this Agreement (other than the obligation to make a payment of amounts owed) to the extent and for the duration that such failure of performance results from Force Majeure. The term “Force Majeure” means causes that are beyond the reasonable control of the Party affected which, by exercise of due diligence, such Party could not reasonably have been expected to avoid and which, by exercise of due diligence, it has been unable to overcome and not the result of the fault or negligence of such Party including, but not limited to: flood, earthquake, tornado, hurricane, storm, or fire; acts of terrorism; civil disobedience, strikes, or other labor dispute; labor or material shortage; sabotage; pandemic, epidemic or other

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32 public health emergency; restraint, order, rule, or regulation of any court, governmental body, or public authority, including CAISO (whether valid or invalid).

SECTION 14

CONFIDENTIALITY

14.1 Confidentiality.
(a) Subject to the remaining provisions of this Section 14.1, each Party agrees, for itself, its Affiliates, and its Representatives, to keep confidential this Agreement, all negotiations concerning this Agreement, and all other information furnished by either Party related to schedules, Services, credit and financial obligations, and Transactions under this Agreement ("Confidential Information"); provided, however, such confidentiality obligation will expire three (3) years immediately following the expiration or earlier termination of this Agreement. (b) The receiving Party, its Affiliates, and its Representatives shall not disclose any Confidential Information to any Third Party without the prior written consent of the disclosing Party unless requested or required by a Governmental Authority or self-regulatory organization or as permitted in accordance herewith; provided that a Party may, without such prior written consent, disclose Confidential Information to any Affiliate, Representative, current or future financing sources, insurer, auditor, or potential purchaser of or investor in a Party and its parent or Affiliates who need to know such information and who agree to keep such Confidential Information confidential on terms no less restrictive, as a whole, than those set forth in this Section 14.1, providing further that each Party shall be responsible for the compliance with this Section 14.1 by all such Persons with whom it shares such Confidential Information in accordance with the immediately foregoing proviso. (c) In the event any Party is requested or required to disclose such Confidential Information pursuant to Applicable Law including, but not limited to a request for disclosure under the California Public Records Act (California Government Code Section 6250, et seq.) or by a Governmental Authority having or purporting to have jurisdiction over the Party, to the extent permitted by Applicable Law, such Party must notify the other Party prior to any disclosure so as to allow the other Party to

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33 resist such disclosure before the Governmental Authority and/or to seek appropriate protection from disclosure.
(d) The Parties agree that disclosure of Confidential Information in breach of the confidentiality provisions of this Agreement constitutes an irreparable injury and that injunctive relief is an appropriate remedy to prevent the unwarranted disclosure of any Confidential Information.
(e) The confidentiality provisions of this Agreement will not apply to any information (i) the receiving Party developed independently without using the Confidential Information, (ii) that was in the public domain at the time of its disclosure hereunder, (iii) which passes into the public domain by acts other than the acts of or caused by the Party receiving said Confidential Information, or (iv) is disclosed to the receiving Party by a Third Party, provided that the receiving Party does not know (or has no reasonable basis to know) that the information was received or disclosed unlawfully.

SECTION 15

REPRESENTATIONS AND WARRANTIES

15.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party at all times during the Term that:
(a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction under which it is organized and is authorized to do business in the State of California;
(b) it has the full power and authority to enter into this Agreement and perform all of its specified obligations, representations, warranties, and covenants under this Agreement;
(c) it is not bankrupt, does not contemplate becoming bankrupt nor, to its knowledge, will become bankrupt;
(d) (i) the execution, delivery, and performance of this Agreement have been duly authorized by all requisite action of its governing body and does not and will not conflict with any provision of its organizational documents, any Applicable Law or any material agreement or instrument to which it is a party or by which it or a material portion of its property or assets may be bound or effected, and (ii) the Person signing this Agreement on its behalf was duly authorized to execute and deliver this Agreement on its behalf;
(e) it obtained prior to the Original Commencement Date, all required licenses, registrations, certifications, Permits, and other authorizations; and took prior to the Original Commencement Date, all actions required by Applicable Laws, the Governing Rules or governmental regulations with the exception of licenses, registrations, certifications, Permits, or other authorizations that do not materially affect its performance under this Agreement;
(f) it is not in violation of any contracts, laws, ordinances, or governmental rules, regulations, or orders of any Governmental Authority or arbitration board materially affecting performance of this Agreement and to which it is subject;

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34 (g) it is solely responsible for keeping itself informed of and understanding its respective responsibilities under the Governing Rules and any laws, rules, regulations, and tariffs approved by any Governmental Authority with jurisdiction over the matters specified in this Agreement; and
(h) it is not registered as a commodity trading advisor under the U.S. Commodity Exchange Act and is not holding itself out as in the business of advising others as to the value or advisability of trading swaps, options, futures or cash settled forwards or any other commodity transaction. Any oral or written communications by TPS with respect to this Agreement are not intended to be commodity trading advice.

15.2 Additional 3CE Representations and Warranties. 3CE represents and warrants that 3CE has worked in good faith with TPS to make, prior to the Commencement Date, all required registrations with, and has received all required certifications and approvals from, the CPUC and all required registrations with, and received any necessary qualifications from, CAISO to perform this Agreement.

15.3 Additional TPS Representations and Warranties. TPS represents and warrants that (i) TPS is certified as a Scheduling Coordinator with CAISO and, prior to the Original Commencement Date and during the Term, will be authorized by CAISO to represent the Resources, communicate, schedule, and settle Transactions with CAISO and (ii) TPS has made prior to the Original Commencement Date all other required registrations with, and received all other required certifications and approvals from, the CPUC, and has made all other required registrations with, and received any other necessary qualifications from, CAISO to perform under this Agreement.

SECTION 16

MISCELLANEOUS

16.2 Assignment. Neither Party will assign this Agreement or its performance or rights arising under or related to this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld, conditioned or delayed; provided, however, either Party may, without the consent of the other Party (and without relieving itself from liability hereunder), (i) transfer or assign this Agreement to any Person or entity succeeding to all or substantially all of the assets of such Party that has a credit rating of BBB- or better from Standard & Poor’s Financial Services, LLC (a subsidiary of S&P Global Inc.) or a Credit Rating of Baa3 or better from Moody’s Investors Services, Inc., if any, or (ii) to a Person who succeeds to the interests of the assigning Party by merger, consolidation, or operation of law; provided, in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof and so long as the transferring Party delivers such tax and enforceability assurance as the non-transferring Party may reasonably request and, in the case of TPS, the assignee possesses all licenses and expertise (including Scheduling Coordinator status) necessary to perform all obligations of TPS under this Agreement. Any purported assignment in contraventions of this Section will be null and void and the non-assigning Party is not obligated to recognize the purported assignment of this Agreement. This Agreement will be binding

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35 on, and inure to the benefit of any permitted, assigned, or successor of the assigning Party.

16.3 Governing Law; Jury Trial Waiver; Expenses. This Agreement and all matter and claims arising under or relating to this Agreement is governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws principles. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each Party irrevocably submits to the exclusive jurisdiction of the courts of the State of California and the United States District Courts located therein, and waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. 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, CLAIM OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY CREDIT SUPPORT DOCUMENT. EACH

PARTY ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED

TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. IF EITHER PARTY BRINGS ANY

LEGAL ACTION TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR SEEKS

ENFORCEMENT UNDER THE TERMS OF ANY CREDIT SUPPORT PROVIDED BY

THE OTHER PARTY, THE PREVAILING PARTY SHALL BE ENTITLED TO REIMBURSEMENT FROM THE OTHER PARTY OF REASONABLE ATTORNEYS’

FEES AND LITIGATION COSTS AND EXPENSES, INCLUDING WITNESS FEES OF

ANY KIND, IN AN AMOUNT TO BE DETERMINED BY THE APPLICABLE COURT OR BY AGREEMENT OF THE PARTIES.

Neither any failure nor any delay by any Party in exercising any right, power or privilege hereunder will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. Failure by a Party to enforce any of the terms, covenants, conditions or other provisions of this Agreement at any time will not in any way affect, limit, modify or waive that Party’s right thereafter to enforce strict compliance with every term, covenant or condition of this Agreement, notwithstanding any course of dealing or custom of the trade.

16.6 Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement between the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, negotiations and agreements, whether oral or written, between the Parties with respect to such subject matter, including, but not limited to the Prior Agreements, which Prior Agreements are hereby amended, restated, replaced and superseded in their entirety by this Agreement as of the Effective Date. No alteration of or amendment to this Agreement will be effective unless in writing and signed by an authorized representative of each Party.

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36 16.7 Severability. Any provision, article, or section declared or rendered unlawful by a court of law or regulatory agency with jurisdiction over the Parties, or deemed unlawful because of a statutory change, will not otherwise affect the other lawful obligations that arise under this Agreement. In the event any provision of this Agreement is declared invalid, the Parties will promptly negotiate to restore this Agreement as near as possible to its original intent.

16.9 Exclusion of Third Party Rights. The provisions of this Agreement will not impart rights enforceable by any Person or entity not a Party or bound as a Party hereto unless such Person or entity is a permitted successor or assignee of a Party bound by this Agreement, and the Parties do not intend to create any Third Party beneficiary under this Agreement, except to the extent (i) security interests in this Agreement have been granted to a Party’s lenders, and (ii) certain rights to raise contractual rights and/or defenses under this Agreement have been extended to a Party’s guarantor under any guaranty provided as Credit Support hereunder.

16.10 Recordings. Each Party consents to the recording and retention of any telephone conversations, e-mail or electronic message between the Parties (“Recording”), and each Party will obtain any required consents to such Recordings from such Party’s affected personnel, contractors, or agents. Subject to other applicable rules of evidence, such as the rule of relevance, the contents of such Recording transmitted between the Parties concerning this Agreement, may be utilized to determine the intent of the Parties in any dispute arising under this Agreement, and such Recording will be deemed a written business record of any information, confirmation, consent, bid, authorization, instruction, notice, or Transaction under this Agreement, which may be submitted in evidence in any proceeding or action related to this Agreement. Each Party waives objection to the admission in court of such Recording based on the “Best Evidence Rule” or other legal principles. Such Recording will be the controlling evidence of the Parties’ agreement with respect to any particular information, confirmation, consent, notice, or Transaction in the event a written confirmation of that information, confirmation, consent, notice, or Transaction is not fully executed or accepted by both Parties. A written confirmation executed by both Parties will prevail over a Recording of a Transaction. Each Party waives any further notice of monitoring or recording and agrees to notify its officers and employees and obtain any required consent to any such monitoring or recording.

16.11 No Recourse to Members of 3CE. 3CE is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to its Joint Powers Agreement and is a public entity separate from its constituent members. 3CE shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Seller shall have no rights and shall not make any claims, take any actions or assert any remedies against any of 3CE’s constituent members, or the employees, directors, officers, consultants or advisors or 3CE or its constituent members, in connection with this Agreement.

16.12 Imaged Agreement. Any original executed Agreement, confirmation or other related document may be photocopied and stored on computer tapes and disks (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidence on paper, the confirmation if introduced as evidence in automated facsimile form, the Recording, if introduced as evidence in its original form and as transcribed onto paper, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial,

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37 arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party will object to the admissibility of the Recording, the confirmation or the Imaged Agreement (or photocopies of the transcription of the Recording, the confirmation or the Imaged Agreement) on the basis that such were not originated or maintained in documentary form under the hearsay rule, the best evidence rule or other rule of evidence.

16.17 Non-Discrimination. During the performance of this Agreement, neither Party, or their Representatives, shall unlawfully discriminate against any person because of race, religious creed, color, sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age (over 40), or sexual orientation, either in 3CE or TPS’s employment practices or in the furnishing of services to recipients. Both Parties shall ensure that the evaluation and treatment of their employees and applicants for employment and all persons receiving and requesting services are free of such discrimination. Both Parties and their Representatives shall, in the performance of this Agreement, fully comply with all Applicable Laws which prohibit discrimination. The provision of services primarily or exclusively to such target population as may be designated in this Agreement shall not be deemed to be prohibited discrimination.

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Execution Version
Exhibit A - 1

EXHIBIT A

RESOURCE INFORMATION
A. 3CE’s Resources That Will Require Scheduling and Optimization Resource #1
Resource Name: Slate Solar Photovoltaic + BESS
Location: King County, California
Number of CAISO Resource IDs: 1
CAISO Resource ID: SLATE_2_SLASR3
Unit SCID: To be determined
Portion of total CAISO Net Qualifying
Capacity of Resource:
100%
Resource Type: Solar Photovoltaic coupled with BESS in a hybrid configuration
Capacity: 67 MW solar, 34 MW BESS
Delivery Point: At resource’s P-node
Facility PNode: MUSTANGS_2_B1
Transmission Owner: Pacific Gas & Electric Company
PPA Term (Years) 17 years
Fixed Monthly Fee: $6,000
Optimization Fixed Monthly Fee: $4,167.00
Resource #2
Resource Name: Rabbitbrush Solar Photovoltaic + BESS
Location: Kern County, California
Number of CAISO Resource IDs: 1
CAISO Resource ID: RATSKE_2_RBSSB1
Unit SCID: To be determined
Portion of total CAISO Net Qualifying
Capacity of Resource:
100%
Resource Type: Solar Photovoltaic coupled with BESS in a hybrid configuration
Capacity: 60 MW solar, 12 MW BESS
Delivery Point: At resource’s P-node
Facility PNode: RATTLSNK_7_RB1N001
Transmission Owner: Southern California Edison Company
PPA Term (Years) 15 years
Fixed Monthly Fee: $6,000
Optimization Fixed Monthly Fee $4,167.00
B. Shared Resources (with Silicon Valley Clean Energy Authority “SVCE”) That Will Require Scheduling and Optimization:

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Execution Version
Exhibit A - 1
Portion of total CAISO Net Qualifying
Capacity of Resource:
100% of 200 MW solar and 100% of 50 MW
BESS
Resource Type: Solar Photovoltaic coupled with BESS in a co-located configuration Capacity: 100 MW solar, 25 MW BESS
Delivery Point: At resource’s P-node
Facility PNode: VPASS_7_NBT1 (BESS)
VPASS_7_NSR1 (Solar)
Transmission Owner: Southern California Edison Company
PPA Term (Years): 15 years
Fixed Monthly Fee: $3,000 ($6,000, shared 50%/50% between 3CE and SVCE)
Optimization Fixed Monthly Fee: $4,167.00
3CE's Percentage Share of Resource: 50%
SVCE’s Percentage Share of Resource: 50%
C. 3CE’s Resources That Will Not Require Scheduling, But will Require Monitoring Resource #4
Resource Name: Coso Geothermal
Location: Inyo County, California
Number of CAISO Resource IDs: 3
CAISO Resource ID: BLM_2_UNITS, CALGEN_1_UNITS,
NAVYII_2_UNITS
Unit SCID:

Facility PNode: See “Delivery Point”
Transmission Owner: Southern California Edison Company
PPA Term (Years) 15 years
Fixed Monthly Fee: $1,800 ($3,000, shared at 60% 3CE and 40% SVCE)
D. Shared Resources (with Silicon Valley Clean Energy Authority (“SVCE”) That Will Not Require Scheduling, But Will Require Monitoring
Resource #5
Resource Name: Yellow Pine Solar Photovoltaic + BESS

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Execution Version
Exhibit A - 1
Location: Clark County, Nevada
Number of CAISO Resource IDs: 2
CAISO Resource ID: YELPIN_2_YP2BT1 (BESS)
YELPIN_2_YP2SR1 (Solar)
Unit SCID: YPSS
Portion of total CAISO Net Qualifying
Capacity of Resource:
100% of 125 MW solar and 100% of 65 MW
BESS
Resource Type: Solar Photovoltaic coupled with BESS in a co-located configuration Capacity: 75 MW solar, 39 MW BESS
Delivery Point: At resource’s P-node
Facility PNode: YELWPN1_7_N002 (BESS)
YELWPN1_7_N001 (Solar)
Transmission Owner: GridLiance
PPA Term (Years): 20 years
Fixed Monthly Fee: $1,800 ($3,000, shared at 60% 3CE and 40% SVCE)
3CE's Percentage Share of Resource: 60%
SVCE’s Percentage Share of Resource: 40%
Resource #6
Resource Name: Ormat’s Mammoth Casa Diablo IV
Geothermal Project
Location: Mono County, California
Number of CAISO Resource IDs: 1
CAISO Resource ID: CASADB_1_CD4GT1
Unit SCID: TS22
Portion of total CAISO Net Qualifying
Capacity of Resource:

Approximately 35% (14 MW) of Resource’s total
capacity of 40 MW
Resource Type: Geothermal
Capacity: 7 MW
Delivery Point: At resource’s P-node
Facility PNode: CSADIAB_7_N001
Transmission Owner: Southern California Edison
PPA Term (Years): 10 years
Fixed Monthly Fee: $1,500 ($3,000, shared 50%/50% between 3CE and SVCE)
3CE's Percentage Share of Resource: 50%
SVCE’s Percentage Share of Resource: 50%
Resource #7
Resource Name: AES Mountainview Wind Project
Location: Riverside County, California
Number of CAISO Resource IDs: 1
CAISO Resource ID: MTWind_1_MVPWD1
Unit SCID: AIE6
Portion of total CAISO Net Qualifying
Capacity of Resource:
100% of Resource’s total capacity of
approximately 66.6 MW
Resource Type: Wind
Capacity: 33.3 MW
Delivery Point: At resource’s P-node
Facility PNode: MTWIND_7_N004

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Execution Version
Exhibit A - 1
Transmission Owner: Southern California Edison
PPA Term (Years): 20 years
Fixed Monthly Fee: $1,500 ($3,000, shared 50%/50% between 3CE and SVCE)
3CE's Percentage Share of Resource: 50%
SVCE’s Percentage Share of Resource: 50%
SERVICE FEE SCHEDULE IN 2024 FOR GENERIC RESOURCES1:

Costs on a per unit Set Up Fee Monthly Fee
Set Up4 $ 5,000 N/A
Telemetry $ -
TPS will pass through any actual
monthly cost for communication
channels needed between the Facility
and TPS’s primary and backup
operation centers without markup.

Scheduling and Outage
Management (2 or less
Resource IDs) 2, 3 $ -
$ 6,000.00
Scheduling and Outage
Management (3 or 4
Resource IDs) 2, 3 $ -
$ 8,000.00
Scheduling and Outage
Management (5 or 6
Resource IDs) 2, 3 $ -
$ 10,500.00
Scheduling and Outage
Management (7 or more
Resource IDs)2, 3 $ -
To be discussed between the Parties
Data and Settlement
Validation 2, 3 $ -
$ 3,000.00
2Fixed Monthly Fee will increase annually by the CPI-U (minimum 2%). 3 Pricing provided is for technology types currently online or expected to come online based on the Resources List provided by the Joint Agencies (solar, solar + storage, standalone storage, geothermal, and wind). TPS has experience with all technology types and could provide services to other resource types as agreed upon by the Joint Agencies and TPS. 4 Fee will be assessed on a per Resource basis.
1 This service fee schedule applies to Resources yet to be named by 3CE during the Term of this Agreement. The fee schedule is adjusted annually pursuant to Section 5.2 of the Base Agreement.

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Execution Version
Exhibit B - 1

EXHIBIT B

NOTICE INFORMATION
TENASKA POWER SERVICES CO. CENTRAL COAST COMMUNITY ENERGY Notice Address:
300 E. John Carpenter Freeway, Suite 1100
Irving, TX 75062
Notice Address:
70 Garden Ct, Ste 300
Monterey, CA 93940
Attn: Director, Contract Administration Attn: Director of Power Supply Resources Phone: (817) 303-1860 Phone: (805) 803-1016
Facsimile: (817) 303-1867 Facsimile:

Email: [email protected] Email: [email protected] CICI Number: 549300K7NFSB93YGBN35 CICI Number:

CFTC Designation: End User CFTC Designation:

Attn: Confirms
Phone: (817) 303-3609
Email: [email protected]
Confirmations:

Attn:

Phone:

Email:

Real-Time Trading:

Phone: (817) 462-1528
Real-Time Trading:

Phone:

Payments:

Attn: Accounts Receivable
14302 FNB Parkway
Omaha, NE 68154
Phone: (402) 938-1621
Payments:

Attn: Accounts Payable
70 Garden Ct, Suite 300
Monterey, CA 93940
831-641-7218
Invoices:

Attn: Accounts Payable
Phone: (817) 462-1521
Email: [email protected]
Invoices:

Attn: Accounts Payable
Phone: 831-641-7218
Email: [email protected]
Wire/ACH Transfer:

Bank: US Bank, Omaha, NE
ABA No: 042000013
Account No: 130111671306
Account Name: Tenaska Power Services Co.

Wire/ACH Transfer:

Bank: River City Bank
ABA No: 121133416
Account No: 9981454362
Account Name: CCCE
Credit and Collections:

Attn: Credit Department
Phone: (817) 303-1113
Email: [email protected]
Credit and Collections:

Attn: Dewayne Woods, CFO
Phone: 831-641-7210
Email: [email protected]
With additional Notices of an Event of Default
or Potential Event of Default to:

Attn: Vice President and General Counsel
Phone: (817) 462-8053
Email: [email protected]
With additional Notices of an Event of Default or
Potential Event of Default to:

Attn: Director of Power Supply Resources
Email: [email protected]

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Execution Version
Exhibit C - 1

EXHIBIT C

SUPPORT SERVICES
In addition to those activities described in Section 2.8 of the Base Agreement, TPS will (with 3CE’s cooperation as necessary):

2. establish itself as the Scheduling Coordinator for the Resources;

3. if applicable, specify, install, configure, and test all required interface equipment needed to acquire and transmit CAISO-required Real-Time telemetry;

4. one (1) Business Day prior to the Original Commencement Date, submit Bids to CAISO applicable to the Resources for the Original Commencement Date;

5. provide such other assistance with respect to the Documentation as 3CE may reasonably require;

6. assist 3CE with the CAISO New Resource Implementation (NRI) Checklist as 3CE may reasonably require; and

7. assist 3CE in establishing and setting up its ability to send and transmit telemetering data to the markets.

The Parties acknowledge and agree that, with regard to the Resources identified in Exhibit A as of the Effective Date, the Services described in this Exhibit C were provided by TPS under the Original Agreement.

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Execution Version
Exhibit D - 1

EXHIBIT D

WEEKLY PAYMENT PROCEDURE
In addition to the monthly invoice process described in Section 7 of the General Terms and Conditions, the Parties agree to use the following process for exchanging weekly amounts (“Weekly Payment Procedure”):
1) Each Wednesday (or if a Wednesday is not a Business Day, the next Business Day), TPS will produce a statement of CAISO settlement activity for the 2nd week prior (Monday-Sunday) for the Resources (“Weekly Statement”). For example, under the Weekly Payment Procedure, TPS would issue a Weekly Statement on Wednesday, July 26, 2023, which would reflect CAISO settlement activity for Operating Days July 10 – 16, 2023. 2) The Party owing an amount shown on a Weekly Statement will remit such amount three (3) Business Days after receipt of the Weekly Statement (typical due date will be the Friday following the Weekly Statement issued on Wednesday).
3) Weekly Statements will only reflect initial CAISO settlement activity. 4) TPS will continue to issue monthly invoices pursuant to Section 7 of the General Terms and Conditions, including Fixed Monthly Fees, Pass Through Amounts, and any CAISO settlement amounts not already remitted under a Weekly Statement.

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Staff Report Item 6
TO: 3CE Policy Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Thomas White, Accountant
SUBJECT: Investment Performance Report for the period of October 1, 2024, through June 30, 2025
DATE: August 13, 2025
RECOMMENDATION:

Receive the 3CE investment performance report for the period of October 1, 2024, through June 30, 2025.

BACKGROUND:

As of June 30, 2025, Central Coast Community Energy held $224.9 million across its operating and investment accounts. The agency’s investment strategy remains conservative and compliant with the Investment Policy and the California Government Code, prioritizing liquidity, preservation of capital, and a passive investment approach. The portfolio's structure is designed to support day-to-day operating needs, meet collateral calls, and maintain reserves for strategic and rate stabilization purposes.

DISCUSSION/ANALYSIS:
3CE ended the quarter on June 30, 2025, with investment holdings that followed the Investment Policy and the strategy of holding enough cash to meet operating costs, including counterparty collateral calls.

The strategy consists of holding three different classes of funds: cash to meet ongoing operating costs, liquidity reserves to meet collateral calls and unforeseen costs, and short-term investments to meet reserves, including the strategic reserve and energy rate stabilization funds. As of June 30, 2025, 3CE held $224.9 million in operating and investment accounts. The table below lists the cash and investment balances by account type.

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Cash and Investment Mix Holdings by Institution
Account Type Institution Balance Investment Mix
Operating
River City Bank $86,507,256
Cash (sweep) - $58.4M
money market - $23.9M
cash (operating) - $4.0M
Chase 9,258,690 cash (held for collateral)
Investment
Schwab 63,939,260
Treasuries - $58.6M
cash (sweep) - $5.0M
money market - $0.3M
Fidelity 65,201,585 Treasuries - $59.8M
money market - $5.4M
Total $224,906,792
The investment strategy is passive, where fixed-income holdings such as Treasury notes and bills are held to maturity, and 3CE receives the coupon income and discount. As of June 30, 2025, 3CE served as investment manager of the $129.1 million held in the Schwab and Fidelity brokerage accounts. The average annual percentage yield for Treasuries ranged from 3.75% to 4.56% over the third quarter.

Treasuries with a maturity date of less than one calendar year accounted for 85% of holdings. Three Treasuries with a combined market value of $12.3 million have a maturity date in Q3 of 2026. One Treasury with a market value of $5.0 million has a maturity date in Q2 of 2027. All investment holdings managed are high-grade rated investments or higher.
3CE’s investment mix aligns with the Investment Policy and California Government Code. As of June 30, 2025, 3CE held $76.9 million in cash and cash equivalents, $118.4 million in U.S. Treasuries, and $13.2 million in money market funds. Aside from money market funds, all other investment types do not have state investment limits. The State code limits money market funds to 20% of the portfolio. 3CE is within the State limit at 13.2%.

Cash and Investment Mix Holdings
Type Market Value
% of
Portfolio
Permitted by
CA Government Code
Cash and cash equivalents $76,904,389 34.2% 100%
Money Market Funds 29,582,953 13.2% 20%
U.S. Treasuries 118,418,474 52.7% 100%
Total $224,906,792 100.0%
The FY 2024-25 Adopted Budget, with appropriations of $730.3 million, included estimated investment revenues of $7.2 million. In the third quarter, investment earnings from operating and investment accounts netted $7.3 million, $3.4 million from interest on cash and money market accounts, and $3.8 million from short-term investments, mostly from Treasuries. Interest earned on 3CE collateral held by

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counterparties totaled $1.0 million. To date, the total investment and interest earnings from internal liquidity and counterparty collateral are $8.3 million. Based on the mid-year budget forecast, revenue from interest and investment earnings is estimated to total $10.8 million based on current market yields.

As of June 30, 2025, 3CE has 115 days of cash on hand. This is based on the total cash and equivalents of $224.9 million divided by an average daily expense of $1.9 million. Total operating expenses for FY 2024- 25, less depreciation, are $712.4 million.

FISCAL IMPACT:

There is no fiscal impact to receiving this report.

CONCLUSION:
3CE proactively diversified its financial institutional partners while strategically deploying cash and short-term investments to capture favorable yields, while retaining liquidity for ongoing operating costs and collateral calls.

ATTACHMENT(S):

None.

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Staff Report Item 7
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Gina Urmatan, Senior Accountant
SUBJECT: Financial Report for the period of October 1, 2024, through May 31, 2025 DATE: August 13, 2025
RECOMMENDATION:

Receive a financial report for the period October 1, 2024, through May 31, 2025.

SUMMARY:

Over the six months ending May 31, 2025, operating revenues amounted to $398.4 million, and operating expenses totaled $338.8 million for a net operating income of $59.6 million. Non-operating revenue of $7.3 million, driven by interest and investment returns, netted the month with a total net position increase of $66.9 million.

Year-to-date operating revenue is $51.1 million below budget, primarily due to a lower-than-expected retail load partially offset by settlement fund receipts. 3CE is actively monitoring retail load projections and has adjusted the forecast downward in March 2025 as part of the electric generation rate adjustments approved by the Policy Board effective April 1, 2025. Non-operating revenue from investment returns from assets held in operating, investment accounts, and interest on collateral exceeded the budget with a variance of $2.7 million from higher-than-anticipated investment yields.

Year-to-date total revenue (Operating & Non-Operating Revenue) is $48.5 million lower than the budget, an unfavorable variance of 11%.

Year-to-date operating expenditures, excluding capital outlay, are $39.3 million below budget, a variance of 10.4%. This variance is primarily attributable to lower-than-anticipated energy costs, which came in $30.7 million under budget. The reduction in energy expenses compared to the budget reflects a convergence of factors, including lower market prices, higher-than-expected wholesale energy sales, and increased revenue from congestion revenue rights. Additionally, Renewable Portfolio Standard

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(RPS) compliance expenditures are below budget due to lower market prices for these attributes. These favorable impacts were partially offset by higher resource adequacy (RA) costs because of elevated market prices. Non-energy operating costs were $8.6 million lower than budget due to less-than-planned costs for contracted services, energy programs, and staff vacancies. The capital outlay was below budget by $8.5 million since capital projects are not recorded as direct expenditures. Instead, these projects are recorded as capital assets on the balance sheet and are expensed over time through depreciation following accounting principles. Year-to-date total expenditure, including capital outlay, is $47.8 million lower than the budget, a favorable variance of 12%.

The net position at the end of May 31, 2025, totaled $285.1 million, a $67.0 million increase from the start of the fiscal year. The increase is primarily due to higher deposits held by counterparties to meet collateral requirements, along with increased liquidity and capital assets. The increase is further supported by a reduction in accrued electricity costs and other accrued liabilities, while partially offset by a decline in receivables. Cash, cash equivalents, and investments totaled $231.3 million, a $4.6 million increase from the start of the fiscal year. The increase in liquidity was driven by operating revenue, investments, and receipt of collateral postings by energy counterparties.

FISCAL IMPACT:

There is no financial impact associated with receiving this report.

ATTACHMENT(S):

1. May 31, 2025 Financial Report

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Compiled Financial Statements 1
Compiled Budgetary Comparison Schedule 6
Budget Variance Commentary 8
Investment Summary 9
Accounts Receivable Aging Summary 10
Table of Contents

FINANCIAL REPORT
Fiscal Year to Date
As of May 31, 2025

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1 ACCOUNTANTS’ COMPILATION REPORT
Board of Directors
Central Coast Community Energy
Management is responsible for the accompanying financial statements of Central Coast Community Energy (a California Joint Powers Authority) which comprise the statement of net position as of May 31, 2025, and the related statement of revenues, expenses, and changes in net position, and the statement of cash flows for the eight months then ended in accordance with accounting principles generally accepted in the United States of America. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the accompanying statements nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, conclusion, nor provide any assurance on these financial statements.

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

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

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

Maher Accountancy
San Rafael, CA
June 30, 2025
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com

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Current assets
Cash and cash equivalents $ 141,851,784
Accounts receivable, net of allowance 42,598,086
Accrued revenue 32,822,979
Other receivables 1,755,263
Investments 76,948,705
Prepaid expenses 1,683,393
Deposits 38,601,401
Loan receivable 194,301
Total current assets 336,455,912
Noncurrent assets
Investments 12,488,541
Deposits 21,055
Loan receivable 1,135,778
Capital assets, net of depreciation and amortization 6,465,150 Total noncurrent assets 20,110,524
Total assets 356,566,436
Current liabilities
Accrued cost of electricity 55,205,162
Accounts payable 384,484
Other accrued liabilities 3,362,866
User taxes and energy surcharges due to other governments 1,778,543 Security deposits - energy suppliers 759,299
Lease liability 342,639
Total current liabilities 61,832,993
Noncurrent liabilities
Security deposits - energy suppliers 9,050,025
Lease liability 610,013
Total noncurrent liabilities 9,660,038
Total liabilities 71,493,031
Net investment in capital assets 5,512,498
Unrestricted 279,560,907
Total net position $ 285,073,405

NET POSITION
As of May 31, 2025

STATEMENT OF NET POSITION

CENTRAL COAST COMMUNITY ENERGY
ASSETS

LIABILITIES

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Operating income (loss) 59,623,765$
Adjustments to reconcile operating income (loss) to net cash provided by operating activities
Depreciation and amortization expense 401,653
(Increase) decrease in:

Accounts receivable, net of allowance 1,839,809
Accrued revenue (1,874,450)
Other receivables 4,733,331
Prepaid expenses 145,831
Deposits (26,943,418)
Increase (decrease) in:

Accrued cost of electricity (21,568,084)
Accounts payable (4,510,079)
Other accrued liabilities 2,531,090
User taxes and energy surcharges due to other governments (198,605) Security deposits - energy suppliers (1,643,100)
Net cash provided by operating activities 12,537,743$

CENTRAL COAST COMMUNITY ENERGY
STATEMENT OF CASH FLOWS (continued)
Eight Months Ended May 31, 2025

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET

CASH PROVIDED BY OPERATING ACTIVITIES

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OPERATING REVENUES
Electricity sales, net 390,276,199$
Liquidated damages 8,101,745
Other income 64,321
Total operating revenues 398,442,265

OPERATING EXPENSES
Cost of electricity 314,197,399
Contract services 9,174,582
Staff compensation 6,429,833
Program incentives 7,275,407
Other operating expenses 1,339,626
Depreciation and amortization 401,653
Total operating expenses 338,818,500
Operating income (loss) 59,623,765

NONOPERATING REVENUES (EXPENSES)
Investment income 7,316,433
Interest and financing costs (32,236)
Nonoperating revenues (expenses) 7,284,197
CHANGE IN NET POSITION 66,907,962
Net position at beginning of period 218,165,443
Net position at end of period 285,073,405$
Eight Months Ended May 31, 2025

AND CHANGES IN NET POSITION

STATEMENT OF REVENUES, EXPENSES

CENTRAL COAST COMMUNITY ENERGY

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CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 397,119,955$
Receipts of liquidated damages 8,101,745
Other operating receipts 16,697,717
Receipts of deposits and collateral 40,827,593
Payments to suppliers for electricity (348,563,415)
Payments for other goods and services (10,317,061)
Payments for deposits and collateral (68,183,604)
Payments for program incentives (9,960,142)
Payments for staff compensation (6,108,044)
Payments of taxes and energy surcharges to other governments (7,077,001) Net cash provided by operating activities 12,537,743

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments of lease liability (246,535)
Purchases of capital assets (2,988,506)
Net cash provided (used) by capital and related financing activities (3,235,041)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment income received 4,801,472
Proceeds from sales and maturities of investments 101,937,000 Principal payments received of loan receivable 190,718
Purchase of investments (124,919,789)
Net cash provided (used) by investing activities (17,990,599) Net change in cash and cash equivalents (8,687,897)
Cash and cash equivalents at beginning of year 150,539,681 Cash and cash equivalents at end of period 141,851,784$ Unrealized appreciation (depreciation) and
timing differences in investment income 2,514,961$
Eight Months Ended May 31, 2025

STATEMENT OF CASH FLOWS

CENTRAL COAST COMMUNITY ENERGY

NONCASH INVESTING ACTIVITES

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1 ACCOUNTANTS’ COMPILATION REPORT

Board of Directors
Central Coast Community Energy
Management is responsible for the accompanying special purpose budgetary comparison schedule of Central Coast Community Energy (a California Joint Powers Authority) for the one and eight months ended May 31, 2025, and for determining that the budgetary basis of accounting is an acceptable financial reporting framework. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the accompanying statement nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, a conclusion, nor provide any assurance on this special purpose budgetary comparison statement.

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

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

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

Maher Accountancy
San Rafael, CA
June 30, 2025
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com

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Actual Budget Amount % Actual Budget Amount % Budget
Annual Budget
Less Actual
YTD

REVENUES AND OTHER SOURCES
Electricity sales, net $ 52,086,909 $ 60,463,108 $ (8,376,199) -14% $ 390,276,199 $ 449,540,323 $ (59,264,124) -13% $ 745,962,356 $ 355,686,157 Revenue for damages - - - na 8,101,745 - 8,101,745 n/a - (8,101,745) Interest and investment returns 785,290 583,333 201,957 35% 7,316,433 4,666,664 2,649,769 57% 7,000,000 (316,433) Other income 13,116 5,700 7,416 130% 64,321 45,600 18,721 41% 68,400 4,079 Total revenues and other sources 52,885,315 61,052,141 (8,166,826) -13% 405,758,698 454,252,587 (48,493,889) -11% 753,030,756 347,272,058 EXPENDITURES AND OTHER USESCurrent Expenditures Cost of energy 50,855,423 46,938,064 (3,917,359) -8% 315,413,033 346,149,158 30,736,125 9% 665,267,116 349,854,083 Salaries and benefits 904,839 1,048,820 143,981 14% 6,429,833 8,390,561 1,960,728 23% 12,585,842 6,156,009 Services and supplies 2,480,564 2,931,483 450,919 15% 16,820,516 23,451,861 6,631,345 28% 35,177,798 18,357,282 Capital outlay 35,730 1,443,167 1,407,437 98% 3,029,678 11,545,333 8,515,655 74% 17,318,000 14,288,322 Total current expenditures 54,276,556 52,361,534 (1,915,022) -4% 341,693,060 389,536,913 47,843,853 12% 730,348,756 388,655,696 Surplus (deficit) (1,391,241)$ 8,690,607$ (10,081,848)$ 64,065,638$ 64,715,674$ (650,036)$ 22,682,000$ (41,383,638)$ Annual

CENTRAL COAST COMMUNITY ENERGY

BUDGETARY COMPARISON SCHEDULE
One Month and Eight Months Ended May 31, 2025
Month
Variance
Favorable
(unfavorable)
Year-To-Date
Variance
Favorable
(unfavorable)

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CCA Program surplus/(deficit)
per budgetary comparison schedule: 64,065,638$
Adjustments needed to reconcile to the changes in net position in the Statement of Revenues, Expenses and Changes in Net Position:

Add back GASB 87 lease amortization not in operating budget 214,299 Subtract depreciation expense (401,653)
Add back capital asset acquisitions 3,029,678
Change in Net Position 66,907,962$

REVENUES, EXPENSES AND CHANGES IN NET POSITION

CENTRAL COAST COMMUNITY ENERGY

BUDGET RECONCILIATION TO STATEMENT OF
Eight Months Ended May 31, 2025

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Budget Item YTD Variance Comment
Electric Sales Revenue (13.3%) Sales revenue includes revenues actually billed to customers as well as estimated customer usage during the reporting period that is not yet billed.

Cost of Energy (8.9%) Variances in this category are typically due to (1) timing difference between projected and actual REC deliveries, (2) variance from actual to anticipated market prices, and (3) variance from actual to expected volume used by customers. Cost of energy includes scheduling coordinator fees for budget purposes only.

Staffing (23.4%) Staffing expenses are under budget due to the timing of new hires.

Professional Services (30.1%) This category includes accounting, IT, technical and other consultants.

Legal Costs (53.9%) This category includes outside legal costs for regulatory and energy procurement needs.

Marketing and customer enrollment (36.5%) Variance is mostly due to the lower than anticipated costs of recent customer enrollments.

Data Management Services (0.1%) These fees non-discretionary and are charged on a per customer basis.

Utility Service Fees (14.1%) These are PG&E and SCE fees charged on a per customer basis.

Other General & Administrative (63.4%) This category includes occupancy costs, industry membership dues, and other general and administrative costs.

Energy and Related Programs (20.9%) Programs expenses have generally been delayed until future periods Budget Commentary for significant items

CENTRAL COAST COMMUNITY ENERGY
October 1, 2024 through May 31, 2025

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Return of Investments YTD Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep CASH AND CASH EQUIVALENTSRiver City Bank/ Chase - Money Market and other Interest Earning AccountsFunds Invested - Average Balance 99,664,821$ 114,669,913$ 87,375,820$ 86,192,993$ 97,066,887$ 102,454,815$ 111,974,304$ 107,649,306$ Gains/Losses/Interest 2,912,882$ 380,768$ 421,162$ 324,104.99 317,642.68 320,213.20 371,348.25 391,318.15 386,324.48 Average APY 4.58% 4.41% 4.45% 4.42% 3.96% 4.35% 4.19% 4.31%INVESTMENTSSchwab/FidelityFunds Invested - Average Balance 125,703,797$ 126,158,519$ 126,652,212$ 127,096,361$ 127,561,770$ 127,989,614$ 128,449,074$ 128,806,745$ Gains/Losses/Interest 3,370,635$ 451,482.54 308,267.24 504,316.11 576,572.23 414,554.41 494,803.49 379,880.26 240,759.17 Average APY 4.31% 2.93% 4.78% 5.44% 3.90% 4.64% 3.55% 2.24%

CENTRAL COAST COMMUNITY ENERGY
Investment Summary
October 1, 2024 through May 31, 2025

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Current 0 - 30 Days 31 - 60 Days 61 - 90 Days > 91 Days A/R Balance 20,021,264$ 11,507,786$ 3,713,969$ 1,594,089$ 5,760,978$ 42,598,086$

CENTRAL COAST COMMUNITY ENERGY
Summary of Accounts Receivable, Net of Bad Debt Allowance As of May 31, 2025

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Staff Report Item 8
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: August 13, 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 10 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 third quarter of FY 2024-25 included increased participation in 3CE's Energy Programs and led to 42% more incentives distributed than during the first three quarters of FY 2023-24. This is in part due to increased uptake in building electrification opportunities by underserved communities, urgency in residential electrification due to federal funding decisions, and new member agencies engaging in electrification planning. The Energy Programs Update for Q3 FY 2024-25 (Attachment 1) highlights Energy Programs’ impact through the third quarter, as compared to the prior fiscal year’s third quarter.

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3Q FY23/24 3Q FY24/25
Total $ Distributed $5.3mil $9.2mil
GHG reductions 469 gas cars off the road 747 gas cars off the road Load Shifted 0kWh over 1,181 kWh daily
3CE’s Energy Programs Portfolio Analysis Update (Attachment 2) provides a more detailed look at individual Energy Programs in FY 2024-25, showing data collected through July 2025. The update shares 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 3CE’s Energy Programs portfolio through pilots and new program offerings. Below are several ongoing strategic initiatives across Energy Programs’ focus areas.

Transportation Electrification
EV Charger Asset Pilot: workplace charging at 3CE’s San Luis Obispo office has completed construction and is in activation phase. The project included ADA upgrades, charger installation, and fire system improvements. Full commissioning and operational readiness are on track for July 31, 2025.

Building Electrification
Electrify Your Home: This fiscal year, the program expects to distribute almost $4 million in incentives, with 70% to income-qualified customers. On July 3rd, 3CE paused the program due to increased engagement, and will provide retroactive rebates for purchases made during the pause period. The program will relaunch in-house on October 1st with expanded new elements including additional rebates and expanded contractor eligibility.

Flexible Demand Pricing Pilot
Hourly Flex Pricing Pilot: 3CE is enrolling eligible customers for its Hourly Flex Pricing Pilots (HFPP), which offers savings and operational benefits through real-time, dynamic price signals. So far, four agricultural customers, nine residential customers, and 45 commercial customers have enrolled in the pilot.

Energy Optimization
Residential Battery Rebate Program: 3CE executed a contract amendment with the Residential Battery Rebate Program’s load shift tracking vendor, Texture. The contract amendment included management and technical assistance for the program’s scheduling assistance service. So far, 83 customers have signed up for scheduling, which helps customers program their battery systems to discharge during peak hours.

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FISCAL IMPACT:

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

CONCLUSION:
3CE’s Energy Programs support California’s Central Coast communities by providing funding and services to accelerate regional electrification, reduce greenhouse gas emissions, and benefit local customers and economies.

ATTACHMENT(S):

1. Energy Programs Update for Q3 FY 2024-25

2. 3CE Energy Programs Portfolio Analysis Update

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Central Coast Community Energy (3CE) Operations BoardAugust 13, 2025

Central Coast Community Energy (3CE) Operations Board
August 13, 2025