Agenda packet, regular meeting — Central Coast Community Energy (3CE) Operations Board, November 12, 2025 (part 1 of 3)

Operations Board of Directors
Regular Meeting
November 12, 2025
10:30 A.M.

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

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

County of Santa Cruz
701 Ocean Street,
701 Community Room
Santa Cruz, CA 95060
City of Santa Cruz
City Hall
City Manager’s Conference Room
809 Center Street, Room 10
Santa Cruz, CA 95060
City of Watsonville
City Hall
City Manager’s Office
275 Main Street, Suite 400
Watsonville, CA 95076
City of Gonzales
City Hall
147 Street
Gonzales, CA 93926
County of San Luis Obispo
Government Building
1055 Monterey St., D430
San Luis Obispo, CA 93408
City of San Luis Obispo
City Hall
990 Palm Street, Council Chambers
San Luis Obispo, CA 93401
City of Santa Maria
City Hall
110 East Cook Street, Council Chambers
Santa Maria, CA 93454
County of Santa Barbara
County Administration Building
105 East Anapamu Street,
BOS Conference Room, Fourth Floor
Santa Barbara, CA 93101
City of Morro Bay
City Hall
595 Harbor Street
Morro Bay, CA 93442
Public may participate through ZOOM. For ZOOM participation please join by computer audio at:
https://us02web.zoom.us/j/83507087702
Or join by phone:
+1 669 900 6833 or +1 669 219 2599
Enter this Webinar ID Number: 835 0708 7702 when prompted. Please note there is no Participant Code, you will press # again after the recording prompts you.

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

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

Speakers are limited to 3 minutes each.

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

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

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

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

CONSENT CALENDAR

1. Approve minutes from the September 17, 2025 meeting of the Operations Board of Directors

2. Approve 3CE Sponsorship Policy Amendments

3. Delegate authority to the CEO to Execute a Legal Services Agreement with the Law Firm of Hueston Hennigan for Litigation Services in an Amount Not to Exceed $2.5 million; and Authorize Up to Two Future Amendments, Subject to Approval by the General Counsel

4. Approve and authorize the CEO to: (1) execute Amendment No. 1 to the Sacramento Municipal Utility District (SMUD) Amended and Restated Service Agreement to provide Customer Relationship Management (CRM) enhancement services, increasing the Original
Agreement by an additional $337,300 for a total not to exceed amount of $1,253,341; and (2) execute an agreement with Salesforce, for 10 add-on user licenses in an amount not to exceed $23,603.38

5. Authorize the CEO to execute three Master Enabling Agreements with Bonneville Power Administration; Dynasty Power Inc.; and Clean Power Alliance, to enable future bilateral power transactions, and to execute any necessary ancillary documents associated
with their implementation

6. Adopt Resolution No. OB-2025-04 approving 3CE join Special District Risk Management Authority ("SDMA") Joint Powers Authority ("JPA") and authorize the CEO to execute the SDRMA Memorandum of Understanding ("MOU") and Program Participation Agreement for
the Purpose of Participation in SDRMA Employee Benefits Program

7. Adopt Resolution No. OB-2025-05 approving amendments to 3CE's Energy Risk Management (ERM) Policy as recommended by the Risk Management Committee (RMC)

8. Investment Performance Report for the period of October 1, 2024 through September 30, 2025

9. Financial report for the period October 1, 2024, through August 31, 2025

10. Energy Programs Update

11. CPUC Regulatory Update

REGULAR AGENDA

12. CEO Report
a. Community Advisory Council Report
b. Distributed Energy Resources Management System (DERMS) / Virtual Power Plant (VPP) c. Extension of 3CE MTR Procurement Order Obligation Granted d. Integrated Resource Planning Ruling Sets Timeline for Statewide Procurement Planning e. PCIA Update
f. Santa Barbara Office Space

13. Approve and authorize the CEO to execute a Third Amendment to the Energy Storage Agreement ("ESA") with GEM A-CAES, LLC and any necessary ancillary documents to add $125,000,000 and revise the commercial operation date for a total revised not to exceed
amount of $895,000,000, a revised commercial operation date of December 31, 2030 and a term of 25 years Board member reports and comments
Adjournment
Operations Board of Directors
September 17, 2025
11:00 A.M.

Hotel San Luis Obispo
877 Palm Street
Seven Sisters Ballroom
San Luis Obispo, CA 93401

MINUTES
The meeting was called to order at 11:00 A.M. with 10 members attending and a quorum established.

Directors Present: Downing, Hunter (arrived at 11:07 A.M.) Leuker, Long, Mendez, Miyasato, Palacios, Wu, Uslar, Vides (arrived at 11:17 A.M.), Wolfe, Chair Huffaker Directors Absent: Colio Warren, De La Rosa, LaGoe, Mirrione, Pontes, Ramirez, Vice Chair Lewis The Chair called for corrections or additions to the agenda.

The Clerk announced that there were no corrections or additions.

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

There were no public comments.

The Chair closed the public comment period.

CONSENT CALENDAR
MOTION: Moved by Director Mendez, seconded by Director Downing to approve the Consent Calendar.

ACTION: The Motion Carried with a voice vote: 10/0/9
AYES: Downing, Leuker, Long, Mendez, Miyasato, Palacios, Wu, Uslar, Wolfe, Chair Huffaker NOES: None
ABSENT: Colio Warren, De La Rosa, Hunter, LaGoe, Mirrione, Pontes, Ramirez, Vides, Vice Chair Lewis

1. Approved minutes from the August 13, 2025, meeting of the Operations Board of Directors

2. Adopted Resolution No. OB-2025-03 to Delegate Authority to the Chair of the Operations Board to Attest to the Veracity of 3CE's 2024 Power Source Disclosure Annual Report

3. Update on 3CE's Energy Programs

4. CPUC Regulatory Update

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5. Financial Report for the period of October 1, 2024, through June 30, 2025

6. CEO Report
a. Community Advisory Council Report
b. California Climate Credit
c. Bioenergy Market Adjusting Tariff Update
d. FRMS Medical Coverage and Special Assessment

REGULAR AGENDA

7. Support the Policy Board's adoption of the Fiscal Year 2025-26 Recommended Budget The Chair opened the public comment period.

There were no public comments.

The Chair closed the public comment period.

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

ACTION: The Motion Carried with a voice vote: 12/0/7
AYES: Downing, Hunter, Leuker, Long, Mendez, Miyasato, Palacios, Wu, Uslar, Vides, Wolfe, Chair Huffaker NOES: None
ABSENT: Colio Warren, De La Rosa, LaGoe, Mirrione, Pontes, Ramirez, Vice Chair Lewis Adjourned at 11:28am

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Staff Report Item 2
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Das Williams, Director, Community and Government Relations SUBJECT: Approve 3CE Sponsorship Policy Amendments
DATE: November 12, 2025
RECOMMENDATION:

This memorandum recommends that the Board approve 3CE Sponsorship Policy Amendments.

BACKGROUND:

The Sponsorship Policy (the “Policy”) was approved at the Operations Board’s September 5, 2018, meeting with amendments and revisions approved at the April 8, 2020 meeting. The original purpose of the Policy was to support enrollments into 3CE service by establishing a formal process to engage non-profits, public agencies, and local communities to support 3CE’s mission.

As part of its regular review of policies and procedures, staff evaluated the Sponsorship Policy to ensure it remains effective, efficient, and aligned with 3CE’s mission. This review identified opportunities to clarify definitions, refine eligibility standards, and strengthen accountability measures.

The proposed Policy incorporates these improvements to ensure sponsorships continue to provide meaningful support to advance the mission of 3CE while maintaining transparency and fiscal responsibility.

DISCUSSION/ANALYSIS:

The proposed Sponsorship Policy amendments include clearer definitions of core terms; expanded eligibility to support statewide and national organizations when their work advances 3CE’s mission and strategic goals, as well as provides a tangible benefit to our communities.

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Membership payments where 3CE receives direct benefits, such as participation rights, services, or representation are more appropriately addressed as contracts for services. As such, staff propose they be removed from the scope of the Sponsorship Policy.

Additional updates establish stronger accountability regarding utilization of sponsorships. Engagements under the Sponsorship Policy will be subject to annual reporting and independent audit review.

Furthermore, the proposed amendments reinforce 3CE’s conflict of interest policy and standards by establishing and requiring disclosure and recusal procedures.

Finally, the proposed amendments clarify approval processes under the Policy.

FISCAL IMPACT:

The proposed policy revisions do not have a direct fiscal impact but do reflect greater clarity and financial review.

CONCLUSION:

Approval of the proposed Sponsorship Policy will provide staff with clearer guidelines, stronger oversight, and improved alignment with the agency’s mission. The proposed Policy ensures that sponsorships deliver measurable benefits to 3CE and enrolled communities while maintaining transparency, accountability, and fiscal responsibility.

ATTACHMENT(S):

1. Proposed Sponsorship Policy - Clean

2. Redlined Sponsorship Policy

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1 Central Coast Community Energy
Sponsorship Policy
November 12, 2025 (RV)
I. Overview
a. Central Coast Community Energy (3CE) serves our local central coast communities by providing reliable, clean, affordable electricity and electrification programs to reduce greenhouse gas emissions and strengthen our local economies.
b. Where external activities support and advance 3CE’s mission, the Sponsorship Policy determines how 3CE may provide in-kind or cash sponsorships to Eligible Organizations, including those with statewide or national reach, to further 3CE’s objectives. 3CE assets directed towards sponsorships must benefit 3CE enrolled communities within Monterey, San Benito, San Luis Obispo, Santa Barbara, and Santa Cruz counties.

II. Purpose
a. The purpose of this policy is to establish clear guidelines for how 3CE provides in-kind or cash sponsorships with Eligible Organizations to advance 3CE’s mission. It defines the criteria approval process, and accountability measures necessary to ensure these efforts deliver measurable benefits to 3CE’s enrolled communities.
b. Through thoughtful allocation of resources, this policy aims to strengthen community partnerships in support of 3CE’s mission to provide reliable, clean and affordable electricity, innovative programs, stimulating our local economies while maintaining transparency, fiscal responsibility, and alignment with the agency’s strategic goals.

III. Definitions
a. Sponsorship. A cash payment or in-kind use of 3CE assets to support an event, program, or initiative (such as a conference, awareness campaign, educational seminar, or community project) not organized or controlled by 3CE.

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2 b. Eligible Organization. A for-profit or nonprofit entity, corporation, partnership, educational institution, government body, public agency, community group, or other organized entity capable of providing programs or services that advance 3CE’s mission and goals.
c. 3CE Assets.
i. funds available for use by 3CE, except those subject to restrictions such as grant funds;
ii. the efforts or work of 3CE employees or contractors while compensated by 3CE; and
iii. use of 3CE property.
iv. Assets do not include funds earmarked for non-sponsorship purposes.
d. Service Area. The communities served by 3CE, including cities and unincorporated areas within Monterey, San Benito, San Luis Obispo, Santa Barbara, and Santa Cruz counties.
e. Disqualifying Relationship.
i. Any current or former (within the last five years) employment with the applicant Eligible Organization;
ii. Any current or former (within the last five years) service on the applicant Eligible Organization’s Board of Directors
iii. Any foreseeable material financial interest or impact which could, or actually does, occur from the award of a Sponsorship to an Eligible Organization.

1. A financial interest or impact as used in paragraph III.e.iii above is not material if the effect is indistinguishable from the effect on the general public.

IV. Eligibility
a. 3CE assets must benefit communities within 3CE’s five-county service area. Statewide or national organizations may be supported if their work aligns with and advances the agency’s goals.
b. Organizations receiving sponsorships are expected to publicly acknowledge 3CE’s support in a manner appropriate to the event or initiative.

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3 c. Sponsorships must support Eligible Organizations in activities or programs that promote at least one of 3CE’s goals:
i. Customer retention and enrollment: Enhancing customer retention and encouraging enrollment of customers who receive generation services from other providers.
ii. Customer awareness: Increasing customer awareness of 3CE’s mission, programs, and benefits.
iii. Greenhouse gas reduction: Reducing greenhouse gas emissions through electrification (e.g., electric vehicle adoption, demand response program engagement, or renewable energy projects). iv. Economic development: Enhancing economic development within 3CE’s service territory (e.g., job creation, clean energy innovation, or local business support and engagement driving wider economic benefits).
v. Support for underserved communities: Expanding access to 3CE's programs, services, and benefits for historically underserved or disadvantaged communities through initiatives that advance one or more of the following:

1. energy affordability and bill assistance,

2. energy program access,

3. energy education and literacy,

4. workforce development in clean energy fields, or

5. language accessibility.
d. 3CE Assets will not be eligible to the following:
i. Religious organizations promoting sectarian purposes or for the purpose of promoting, endorsing, or opposing any religion or religious beliefs.
ii. Political campaigns and parties.
iii. Individuals.
iv. Organizations seeking sponsorships for promotional programs that primarily benefit the organization, its employees, or officers (e.g., sales promotions).
v. Organizations that discriminate based on age, race, sex, sexual orientation, marital status, disability, or national origin; or vi. For-profit entities where funding would support promotional activities providing personal or financial gain to the organization, its employees, or officers.

V. Budget and Oversight

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4 a. The 3CE Policy Board will approve the total sponsorship budget each fiscal year as part of the annual budget process.
b. Sponsorships shall not exceed $5,000 per Eligible Organization per fiscal year without a written agreement approved by the CEO or designee. c. Sponsorships involving 3CE provided goods or services through vendors shall comply with 3CE’s purchasing policies.
d. Sponsorships are subject to review as part of the agency’s annual independent audit to verify compliance and proper use of public funds.

VI. Conflicts of Interest
a. 3CE staff involved in sponsorship decisions must disclose any Disqualifying Relationship with any Eligible Organization applicant and recuse themselves from any awarding decision;
b. All employees must adhere to 3CE’s Conflict of Interest Policy, including the filing declarations of outside employment.

VII. Process
a. All Sponsorships considered under this policy must be submitted to the Chief Executive Officer or their authorized designee for approval. b. Each request must include sufficient documentation to demonstrate cost and ensure consistency with this policy.
c. The Chief Executive Officer, or their designee(s) shall:
i. Develop an annual sponsorship plan.
ii. Coordinate with Eligible Organizations to pursue sponsorships ensuring alignment with sponsorship criteria, the approved budget and equitable distribution across 3CE’s service area.
iii. Determine the value of a sponsorship opportunity by considering factors such as attendance, cost, location, regional reach, and branding opportunities, while allowing for additional relevant considerations.
iv. Manage and track all sponsorships by:

1. maintaining a roster of all organizations receiving support under this policy,

2. tracking the approved budget; and

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5 3. delivering annual reports to the Operations Board.

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1. A financial interest or impact as used in paragraph III.e.iii above is not material if the effect is indistinguishable from the effect on the general public.

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1. energy affordability and bill assistance,

2. energy program access,

3. energy education and literacy,

4. workforce development in clean energy fields, or

V. Budget and Oversight

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VII. Process
All Sponsorships considered under this policy must be submitted to the Chief Executive Officer or their authorized designee
a. for approval.
b. Each request must include sufficient documentation to demonstrate cost and ensure consistency with this policy.
c. The Chief Executive Officer, or their designee(s) shall:
i. Develop an annual sponsorship plan.
ii. Coordinate with Eligible Organizations to pursue sponsorships. ensuring alignment with sponsorship criteria, the approved budget and equitable distribution across 3CE’s service area.
iii. Determine the value of a sponsorship opportunity by considering factors such as attendance, cost, location, regional reach, and branding opportunities, while allowing for additional relevant considerations.
iv. Manage and track all sponsorships by:

1. maintaining a roster of all organizations receiving support under this policy,

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5 2. tracking the approved budget; and

3. delivering annual reports to the Operations Board.

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Staff Report Item 3
TO: 3CE Operations Board of Directors
FROM: Marina Pantchenko, Deputy General Counsel
SUBJECT: Delegate authority to the CEO to Execute a Legal Services Agreement with the Law Firm of Hueston Hennigan for Litigation Services in an Amount Not to Exceed $2.5 million; and Authorize Up to Two Future Amendments, Subject to Approval by the General Counsel
DATE: November 12, 2025
RECOMMENDATION:

It is recommended that the Operations Board: Delegate authority to the CEO to Execute a Legal Services Agreement with the Law Firm of Hueston Hennigan for Litigation Services in an Amount Not to Exceed $2.5 million; and authorize up to two future amendments, subject to approval by the General Counsel.

BACKGROUND:

On May 16, 2025, 3CE entered into a legal services agreement with Hueston Hennigan LLP, pursuant to the CEO’s signing authority, to support a legal dispute related to a key power purchase agreement (PPA).

The PPA involves a project that 3CE jointly negotiated with Silicon Valley Clean Energy (SVCE), although both parties have their own PPAs. On June 18, 2025, the Executive Committee authorized commencement of litigation against the counterparty to protect 3CE’s financial interests, and its ability to provide reliable and affordable electricity to its customers.

DISCUSSION:

The PPA dispute involves SVCE, also a plaintiff to the litigation, accordingly all litigation costs and fees are split 50/50 amongst the parties. Delegation of authority for the CEO to execute the legal services agreement with Hueston Hennigan will allow 3CE to protect the interests of its customers.

FISCAL IMPACT: The contract’s not-to-exceed amount is $2.5 million to fund services for FY 2025-2026.

Any additional costs would be incorporated in recommended budgets for future fiscal years.

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CONCLUSION: The Operations Board’s delegation for the CEO to execute a legal services agreement with Hueston Hennigan ensures 3CE can effectively prosecute and enforce its interests in litigation.

ATTACHMENT(S):

None.

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Staff Report Item 4
TO: 3CE Operations Board of Directions
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Christopher Cook, Director of Energy Programs SUBJECT: Approve and authorize the CEO to: (1) execute Amendment No. 1 to the Sacramento Municipal Utility District (SMUD) Amended and Restated Service Agreement to provide Customer Relationship Management (CRM) enhancement services, increasing the Original Agreement by an additional $337,300 for a total not to exceed amount of $1,253,341; and (2) execute an agreement with Salesforce, for 10 add-on user licenses in an amount not to exceed $23,603.38 DATE: November 12, 2025
RECOMMENDATION:

This recommends the Operations Board approve and authorize the CEO to execute Amendment No. 1 to the Sacramento Municipal Utility District (SMUD) Amended and Restated Service Agreement to provide Customer Relationship Management (CRM) enhancement services , increasing the Original Agreement by an additional $337,300 for a total not to exceed amount of $1,253,341.

Furthermore, it is recommended that the Operations Board approve and authorize the CEO to execute an agreement with Salesforce, for 10 add-on user licenses in an amount not to exceed $23,603.38.

BACKGROUND:

Prior to engaging SMUD, 3CE relied on a Customer Relationship Management (CRM) platform, PowerPath, developed by Aiqueous, LLC and built on Salesforce, Inc. cloud-based CRM software, to store, track, and analyze customer data, including participation in Energy Programs and program application processing. 3CE’s CRM is extensively used by staff in Communications and Outreach and Energy Programs.

In response to limitations presented by its CRM platform, 3CE solicited and evaluated new CRM solutions.

Following and extensive RFP process, the Operations Board (at its May 2024 meeting) approved a SMUD CRM agreement, along with a Salesforce agreement for 34 user licenses. These agreements allowed for

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3CE to transition away from the Aiqueous CRM, address existing CRM functionality limits, and provide licenses to the current staffing needs.

DISCUSSION/ANALYSIS:

The adoption of a new and enhanced CRM system addresses critical 3CE needs to accurately gather, organize, analyze, and apply data to improve customer service and internal efficiencies. By investing in SMUD’s CRM solutions, 3CE will enhance the customer experience and streamline backend processing, ultimately supporting its mission to serve our community with clean and renewable energy and to provide direct investment in customers’ ability to electrify and individually contribute to emission reductions and a sustainable energy future.

Based on the original service Agreement, 3CE staff and SMUD successfully completed the first three milestone deliverables listed on the schedule below. The ‘Launch Energy Programs’ deliverable, ensured no delay of energy program applications during the fiscal year close. The ‘Integrate CRM with Customer Database’ deliverable, allowed 3CE to now own and control the CRM data in its own data warehouse.

Finally, the ‘Complete Overall Launch of CRM’ deliverable, allowed 3CE to complete its transition from Aiqueous’ CRM before its contract ended and to test and ensure a seamless transition of CRM systems from a customer perspective. SMUD is currently on the fourth and final task of Manage CRM.

TASK COMPLETION DATE
LAUNCH ENERGY PROGRAMS September 30, 2024
INTEGRATE CRM WITH CUSTOMER DATABASE December 31, 2024
COMPLETE OVERALL LAUNCH OF CRM December 31, 2024
MANAGE CRM April 30, 2027
With the new CRM launched and operational, additional system enhancements were identified through an inter-departmental needs assessment conducted with Data, Energy Programs, Customer Services, and Finance. Enhancements were refined to the most critical business needs and fell into three categories: customer service and outreach, new energy programs applications, and 3CE’s data warehouse information.

For customer service and outreach, three areas of enhancement have been identified to address: 1. The ability to quickly pull up customer insight information when interacting with customers; 2. An escalation resolution tracking process to ensure timely resolution of customer requests; and 3. Integration of the CRM with Salesforce Marketing Cloud software to allow for more frequent and accurate automated e-mails to customers related to applications or notices.

For new energy programs, additional scope to support the creation of new energy programs, as any new program application or modification to existing programs applications, requires updates to the CRM fields. Accounting for these new energy programs applications allows consistent tracking and customer experience within the CRM.

For 3CE’s data warehouse, creation of a daily two-way synchronization mechanism between the CRM and the 3CE data warehouse is recommended to ensure the accuracy of both systems. Integration of the two systems has been a time-intensive process, and it is critical that accuracy is maintained on an ongoing basis.

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Additional CRM enhancements have been included in the SMUD CRM contract amendment as a Task 9 that will all be completed within the existing contract term ending April 30th, 2027. These items include:
 Create Annual Load, Billing, and Rebate Totals Presentment  Create New Case Type for Escalations
 Set Up Data Extensions from Salesforce Marketing Cloud to CRM Objects  Create Present Hourly Flex Pricing Details in Service Account (LDC) Screen  Implement New Program – Electrify Your Home
 Implement Future New Programs
 Create Language Translation for Program Webform Applications  Create Account Hierarchy Two-Way Data Exchange
 Provide Existing Program Development & Enhancements
Staff’s recommendation to increase the number of Salesforce user licenses relates to the growth in 3CE’s staff following the 2024 Salesforce agreement. With a more accurate projection of staffing needs through 2027, it was determined an additional 10 Salesforce user licenses are needed to provide sufficient CRM access to staff.

FISCAL IMPACT:

Current fiscal year expenditure is included in the FY 2025-26 Budget and future expenses will be budgeted as appropriate.

CONCLUSION:

Approval of this agreement will advance 3CE’s ability to manage customer relationships with data and improve customers’ experience in applying to energy programs and interacting with 3CE.

ATTACHMENT(S):

1. SMUD CRM Original Service Agreement

2. SMUD CRM Amendment No. 1

3. Salesforce License Agreement for 34 Users

4. Salesforce License Agreement for 10 Add-on Users

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Amendment No. 1 To Agreement Between SMUD and 3CE for CRM Services. EP-2025-06 1 AMENDMENT NO. 1

TO SERVICES AGREEMENT BETWEEN SACRAMENTO MUNICIPAL UTILITY

DISTRICT AND

CENTRAL COAST COMMUNITY ENERGY
This Amendment No. 1 to the Standard Services Agreement (“Original Agreement”) which was effective on May 8, 2024 is entered into by and between CENTRAL COAST COMMUNITY ENERGY, a joint powers authority, (“3CE”) and Sacramento Municipal Utility District, a a political subdivision of the State of California (“CONTRACTOR”); (3CE and CONTRACTOR are referred herein as “party,” or collectively, as the “Parties”), with respect to the following:

RECITALS
WHEREAS, 3CE and CONTRACTOR entered into the Original Agreement in an amount not to exceed $916,041 to design, implement, and integrate a Salesforce CRM tailored to 3CE’s needs across multiple departments and; WHEREAS, 3CE now requires additional services from CONTRACTOR in fiscal years 2025-26 and 2026-27. CONTRACTOR will develop enhancements related to customer support tools, integration of new program applications, and ensuring consistency of data across multiple systems. Accordingly, the Parties wish to revise the Original Agreement to add an additional $337,300 for a total not to exceed amount of $1,253,341.

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

The Original Agreement is hereby amended as follows:

1. Amend section 1. GENERAL DESCRIPTION to read as follows:

1.1 3CE hereby engaged CONTRACTOR to perform, and CONTRACTOR hereby agrees to perform the services described in Exhibit A-1 in conformity with the terms of this Agreement. The goods and/or services are generally described as: Customer Relationship Management (CRM) Implementation.

2. Amend section 2. PAYMENT PROVISIONS to read as follows:

2.1 3CE shall pay the CONTRACTOR in accordance with the payment provisions set forth in Exhibit B-1, subject to the limitations set forth in this Agreement. Total Amount payable by 3CE to CONTRACTOR under this Agreement shall not exceed the sum of $1,253,341.

3. Amend section 4. SCOPE OF SERVICES AND ADDITIONAL PROVISIONS to read as follows:

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

4.1.1 Exhibit A-1: Scope of Services

4.1.2 Exhibit B-1: Payment Terms
Docusign Envelope ID: 8979D76A-585B-400C-BC17-EDDFAB1B7770 Docusign Envelope ID: 2CC65781-8AD8-4576-84CB-06EE7E70B532

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Amendment No. 1 To Agreement Between SMUD and 3CE for CRM Services. EP-2025-06 2

4.1.3 Exhibit C: Procedures for Unauthorized Release of Covered Information

4.1.4 Exhibit D: Non-Disclosure and Confidentiality Agreement

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

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

6. Add Exhibit D, attached and incorporated herein.

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

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

9. This Amendment No. 1 shall be effective when signed by both Parties.

Docusign Envelope ID: 8979D76A-585B-400C-BC17-EDDFAB1B7770 Docusign Envelope ID: 2CC65781-8AD8-4576-84CB-06EE7E70B532

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Amendment No. 1 To Agreement Between SMUD and 3CE for CRM Services. EP-2025-06 3 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 on the date of last signature.

SACRAMENTO MUNICIPAL UTILITY

DISTRICT
Central Coast Community Energy
BY:__________________________________ BY:_______________________________ Tracy Carlson,
Director of Community Energy Services
Robert M. Shaw, CEO
Date: ____________________________ Date: ____________________________ Approved as to Form Approved as to Form
BY:______________________________ BY:___________________________________ Trish Davy, on behalf of Jessica Mullen, Legal Marina Pantchenko, Deputy General Counsel Date: ____________________________ Date: ____________________________ Approved as to Financial Terms
BY:__________________________________
Dewayne Woods, Chief Financial Officer
Date: _________________________________
Docusign Envelope ID: 8979D76A-585B-400C-BC17-EDDFAB1B7770 10/15/2025
10/16/2025
Docusign Envelope ID: 2CC65781-8AD8-4576-84CB-06EE7E70B532 10/27/2025

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Amendment No. 1 To Agreement Between SMUD and 3CE for CRM Services. EP-2025-06 4 Exhibit A-1: Scope of Services
Scope of Work for Salesforce CRM Implementation

1. Project Overview

1.1 Definitions
The following terms have the meanings set forth below:

Integration refers to the process by which different systems, software, and technologies are brought together and made to function as a cohesive whole.

CRM (Customer Relationship Management) denotes a system or platform used by a Party to manage and analyze customer interactions and energy programs data, with the goal of improving customer service relationships, assisting in customer retention, and driving energy program participation.

Customer Accounts are records or profiles created and maintained by a Party that contain detailed information about customers, including personal information, transaction history, used for the purpose of managing customer relationships and providing personalized services.

Advanced Tree Aggregation refers to a sophisticated method used in data analysis and database management where hierarchical relationships within data are identified and organized in a tree-like structure, enabling efficient data aggregation, analysis, and reporting.

Dashboarding Functionality means the capability of Salesforce to provide visual displays of key performance indicators (KPIs) and metrics, using data visualization tools to compile and present information.

Data Warehouse denotes a centralized repository for storing vast amounts of data from various sources within an organization, structured in a way that facilitates query and analysis, and supports business intelligence activities including reporting, data mining, and analytics.

Data Management refers to the practices, processes, and policies involved in the validation, protection, and processing of data to ensure the accessibility, reliability, and timeliness of the data for its users.

User Interface (UI) means the point of interaction between a user and a digital device or software, including the visual design, layout, and elements that enable the user to interact with the functionality and features of the device or software.

API (Application Programming Interface) refers to a set of protocols, tools, and definitions for building application software and services, enabling communication between different software applications by defining methods of requesting and sending data.

Docusign Envelope ID: 8979D76A-585B-400C-BC17-EDDFAB1B7770 Docusign Envelope ID: 2CC65781-8AD8-4576-84CB-06EE7E70B532

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Amendment No. 1 To Agreement Between SMUD and 3CE for CRM Services. EP-2025-06 5

1.2 Purpose: Central Coast Community Energy (3CE) requires the services of the CONTRACTOR (SMUD) to enhance its operational capacities through the design, implementation, and integration of a Salesforce CRM solution tailored to 3CE's needs. This encompasses account management, mass mailing data integration, energy program application creation, processing, and tracking, and CRM functionalities to support 3CE's growing operational requirements.

1.3 Project Objectives: 3CE currently leverages a Salesforce CRM system that requires enhancement to better serve our expanding operational demands. Critical areas for improvement and support include Key Accounts reporting and Energy Programs management, which necessitate a more scalable and customizable platform with integrated Salesforce capabilities.

Advanced Account Hierarchy Management: Enhancing use of Salesforce for managing a complex hierarchy of customer accounts. This enhancement is key for reporting, outbound communication, and effective oversight across our diverse customer base. This includes:
• Consolidating multiple account names into a principal account for streamlined management.
• Expanding visibility to include all related activities, attributes, and events under the principal account.
• Implementing advanced tree aggregation features for a clearer hierarchical account overview.

Mass Mailer Data Integration: Salesforce's integration with mass mailer data is a priority, particularly for critical campaigns, alerts, and emergency communications. This includes:
• Provide the ability to send out batch emails to customers and record the interaction on the account.
• Provide the ability for users to create customer lists for marketing purposes. • Importing mass mailing data from 3CE’s data warehouse into the CRM.

Optimized Energy Program Administration: The Salesforce’s role in administering energy programs is set for further optimization. The plan to use the CRM includes:
• Create and integrate webforms to collect energy program applicants and create the necessary build to manage approvals and energy program funds. • Ensure all Energy Programs web forms, approval workflows, and notifications applications to be ready by 10/01/2024.

Automated Data Integration: Automated integration of customer usage and billing data via an API built by 3CE between 3CE’s data warehouse into Salesforce. This capability will includes:
• Leverage 3CE’s API to exchange data between 3CE’s data warehouse and Salesforce.

Docusign Envelope ID: 8979D76A-585B-400C-BC17-EDDFAB1B7770 Docusign Envelope ID: 2CC65781-8AD8-4576-84CB-06EE7E70B532

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Amendment No. 1 To Agreement Between SMUD and 3CE for CRM Services. EP-2025-06 6 • Provide real-time data for improved decision-making.
• Support our goals through efficient data management.

Enhanced Customer Relationship Management (CRM): Upgrading CRM system within Salesforce is essential for maintaining our standards of customer engagement. The upgrade will include:
• Offer personalized service and efficient resolution of customer issues. • Deliver insights into service trends and customer satisfaction metrics through reports and dashboards.
• Enable the bulk uploading of events and activities relevant to multiple accounts. • Generate comprehensive engagement reports with detailed event data, segmented by customer type and other key attributes.
• Add flags for identifying and prioritizing high- value accounts.

Annual Load, Billing, and Rebate Totals Presentment: For increased customer insight at each account level (IOU Account, Parent, Principal), present in the following information in the CRM customer account pages:
• Number of Active Service Agreements
• Combined usage in kWh
• Billed Amount
• Rebate Amount
Create New Case Type for Escalations: For support requested by 3CE customers, allow tracking of request and resolution workflow in CRM through creation of cases. This capability will include:
• Allow 3CE user to select a new case type called "Escalation" • Provide unique set of statuses specific to escalations case types only • Create escalation information fields that allow 3CE user to record details related to the escalation
• Map cases to the associated account hierarchy level
• Enable the ability to run a report on Cases with all the fields on the case screen Set Up Data Extensions from Salesforce Marketing Cloud to CRM Objects: Data extensions to be set up within Salesforce Marketing Cloud, allowing access to all fields in the following CRM objects:
• Projects
• Cases
• Measures
• Service Accounts
Present Hourly Flex Pricing (HFP) Pilot Details in Service Account (LDC) Screen: For visibility into customer enrollment and performance, enable integration of HFP data in the Service Account screen. This includes the following:

Docusign Envelope ID: 8979D76A-585B-400C-BC17-EDDFAB1B7770 Docusign Envelope ID: 2CC65781-8AD8-4576-84CB-06EE7E70B532

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Amendment No. 1 To Agreement Between SMUD and 3CE for CRM Services. EP-2025-06 7 • Create a new accordion section on Service Account (LDC) screen labeled "Hourly Flex Pricing Pilot"
• Create new fields to track customer data
• Ability to run report with access to all fields presented on Service Account Implement New Program – Electrify Your Home: For consistent implementation and tracking of 3CE programs, the new Electrify Your Home program workflow, similar to the others already in CRM will include:
• Creation of webform application
• Set up EYH program data and workflow in CRM
• Ability to run reports on all EYH data in CRM
Implement Future New Programs: For consistent implementation and tracking of 3CE programs, the future new program workflow, similar to the others already in CRM will include the following components for up to two new programs:
• Creation of webform application
• Set up new program data and workflow in CRM
• Ability to run reports on new program data in CRM
Language Translation for Program Webform Applications
Develop and enable Spanish language translations within webforms for existing programs
Account Hierarchy Two-Way Data Exchange: Synchronization data at least daily between 3CE’s data warehouse and the CRM, which allows hierarchy changes to be consistent and accurate. Implementation of the two-way synchronization will require:
• Create and develop APIs for two way synchronization between CRM and data warehouse
• Integrate comprehensive logging and monitoring mechanisms to track synchronization processes and quickly identify any issues Existing Program Development & Enhancements
Additional enhancements may be completed with written email approval by an agreed upon designated leader at 3CE. Enhancements may include adjustments to program application questions, new CRM fields, data exchanges, and/or any other requested improvements, as may be agreed to by the parties in writing. When an enhancement is desired, SMUD shall provide 3CE with an estimated number of hours.

Docusign Envelope ID: 8979D76A-585B-400C-BC17-EDDFAB1B7770 Docusign Envelope ID: 2CC65781-8AD8-4576-84CB-06EE7E70B532

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Amendment No. 1 To Agreement Between SMUD and 3CE for CRM Services. EP-2025-06 8

2. Project Deliverables
Task 1 – Kickoff & Discovery
Organize kickoff meeting, identify key participants, conduct and document meeting, bi-weekly progress checks.

Key CONTRACTOR Deliverables by subtask:

1.1 Prepare materials and agenda for the initial project meeting.

1.2 Identify essential stakeholders and ensure their attendance at kick-off meeting.

1.3 Suggest potential key participants for kick-off meeting.

1.4 Conduct an initial meeting to officially start the project.

1.5 Participate in kick-off meeting to discuss project details.

Task 2 – Develop Implementation Plan
Draft and finalize CRM setup and data integration plan.

Key CONTRACTOR Deliverables by subtask:

2.1 Draft and distribute an initial plan for CRM implementation and data integration.

2.2 Modify the plan based on feedback received.

2.3 Provide update on the draft plan.

2.4 Complete, confirm, and endorse the final draft of the implementation plan.

Task 3 – Develop CRM Database
Gather requirements, develop and demonstrate UI, conduct usability testing, and finalize UI.

Key CONTRACTOR Deliverables by subtask:

3.1. Collect, document, and submit CRM specific needs and requirements for consideration.

3.2. Build and show a working model of CRM’s user interface based on requirements.

3.3. Modify the UI based on initial feedback.

3.4. Provide update on the preliminary UI.

3.5. Complete, confirm, and endorse the final design of the preliminary UI.

3.6. Develop and distribute a plan to research and improve the CRM’s UI.

3.7. Modify the research plan based on feedback.

3.8. Provide update on the UI research plan.

3.9. Complete, confirm, and endorse the final UI research plan.

3.10. Develop and distribute a script for testing the CRM’s usability.

3.11. Modify the usability script based on feedback.

3.12. Provide update on usability script.

3.13. Complete, confirm, and endorse the final usability script.

3.14. Program usability testing script.

Docusign Envelope ID: 8979D76A-585B-400C-BC17-EDDFAB1B7770 Docusign Envelope ID: 2CC65781-8AD8-4576-84CB-06EE7E70B532

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Amendment No. 1 To Agreement Between SMUD and 3CE for CRM Services. EP-2025-06 9

3.15. Initiate usability soft launch.

3.16. Modify usability test based on the soft launch feedback.

3.17. Initiate full usability test.

3.18. Analyze recordings from usability testing to identify improvements.

3.19. Develop and distribute finds and recommendations from usability testing.

3.20. Modify the usability research summary based on feedback received.

3.21. Provide update on usability research summary.

3.22. Complete, confirm, and endorse the final usability research summary.

3.23. Implement final changes to the CRM’s UI based on research and feedback.

3.24. Provide live demonstration of the final version of CRM’s UI.

3.25. Confirm and endorse the final design of CRM’s UI.

Task 4 – Integrate CRM with Database
Plan and execute integration with data warehouse through API coupling to 3CE’s built API.

Key CONTRACTOR Deliverables by subtask:

4.1. Develop and distribute an initial plan for integrating CRM with data warehouse.

4.2. Modify draft data warehouse integration plan based on feedback received.

4.3. Provide updated for integration plan.

4.4. Complete, confirm, and endorse the final data warehouse integration plan.

4.5. Integrate the CRM with current database through an API coupling to 3CE’s built API.

4.6. Incorporate webforms to support program management.

4.7. Implement specific customizations to the CRM as required.

4.8. Implement notifications, workflow approvals and budget management.

Task 5 – Train Personnel
Develop and deliver training plan and materials, document feedback. By the completion of this task, provide all resources required to properly use the CRM platform.

Key CONTRACTOR Deliverables by subtask:

5.1. Develop and distribute a comprehensive strategy for CRM user training.

5.2. Modify the training plan based on feedback.

5.3. Provide update on the training plan.

5.4. Complete, confirm, and endorse the training plan.

5.5. Develop CRM training materials, including self-help resources.

5.6. Conduct training sessions for CRM users.

5.7. Summarize and distribute the outcome of the training, including any feedback received.

5.8. Modify the training summary report based on feedback.

5.9. Provide update on training summary report.

5.10. Complete, confirm, and endorse the training summary report.

Task 6 – Develop Communications Plan
Docusign Envelope ID: 8979D76A-585B-400C-BC17-EDDFAB1B7770 Docusign Envelope ID: 2CC65781-8AD8-4576-84CB-06EE7E70B532

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Amendment No. 1 To Agreement Between SMUD and 3CE for CRM Services. EP-2025-06 10 Create and implement communication and SLA plan. By the completion of this task, update the SLA to incorporate all necessary support and administrative services.

Key CONTRACTOR Deliverables by subtask:

6.1. Develop and distribute a CRM-related communications and support plan.

6.2. Modify the communications and support plan based on feedback.

6.3. Provide update to the plan.

6.4. Complete, confirm, and endorse the the communications plan.

6.5. Execute the approved communication plan.

6.6. Draft and distribute for review a service level agreement (SLA) plan for CRM services.

6.7. Modify the SLA plan based on feedback received.

6.8. Complete, confirm, and endorse the the SLA plan.

Task 7 – Launch CRM
Deploy CRM, conduct reporting, and administer surveys. The completion of all CRM tasks must encompass all essential customer and energy program objectives, as outlined in Section

1.2 of the Project Objectives.

Key CONTRACTOR Deliverables by subtask:

7.1. Officially deploy the CRM for operational use.

7.2. Develop and distribute a template for reporting CRM metrics and performance.

7.3. Modify the report template based on feedback.

7.4. Provide update for the reporting format.

7.5. Complete, confirm, and endorse the report format for regular use.

7.6. Generate and distribute weekly reports.

7.7. Respond to inquiries.

7.8. Develop and distribute a survey to gather feedback from CRM users.

7.9. Revise the survey based on preliminary feedback.

7.10. Provide update for the survey.

7.11. Complete, confirm, and endorse the survey.

7.12. Administer the survey among CRM users.

7.13. Compile a comprehensive report summarizing CRM deployment outcomes and feedback.

Task 8 – Manage CRM
Managing and stabilizing the CRM involves ensuring its efficient operation and resolving any issues post-implementation, thereby maintaining its role in managing customer contacts and energy programs. The administration of the CRM focuses on its daily operations and administration of the technical problems. In addition, this task has several enhancement projects aimed at refining the CRM's features and functionality to meet organizational needs better and improve overall performance.

Docusign Envelope ID: 8979D76A-585B-400C-BC17-EDDFAB1B7770 Docusign Envelope ID: 2CC65781-8AD8-4576-84CB-06EE7E70B532

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Amendment No. 1 To Agreement Between SMUD and 3CE for CRM Services. EP-2025-06 11 Key CONTRACTOR Deliverables by subtask:

8.1. Stabilize CRM.

8.2. Administer CRM.

8.3. Implementation enhancement project.

Task 9 – Additional Enhancements
The below deliverable subtasks are from a 3CE inter-departmental needs assessment for additional CRM enhancements beyond what was completed with the Original Agreement’s 840 enhancement hours. Each subtask listed below will have the following: requirements assessment, development, testing, and deployment.

Key CONTRACTOR Deliverables by subtask:

9.1 Create annual load, billing, and rebate totals presentment.

9.2 Create New Case Type for Escalations

9.3 Set Up Data Extensions from Salesforce Marketing Cloud to CRM Objects

9.4 Create Present Hourly Flex Pricing Details in Service Account (LDC) Screen

9.5 Implement New Program – Electrify Your Home

9.6 Implement Future New Programs

9.7 Create Language Translation for Program Webform Applications

9.8 Create Account Hierarchy Two-Way Data Exchange

9.9 Provide Existing Program Development & Enhancements Docusign Envelope ID: 8979D76A-585B-400C-BC17-EDDFAB1B7770 Docusign Envelope ID: 2CC65781-8AD8-4576-84CB-06EE7E70B532

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Amendment No. 1 To Agreement Between SMUD and 3CE for CRM Services. EP-2025-06 12

3. Project Schedule

1.1. Project Schedule Overview: The deliverables will be achieved by CONTRACTOR conducting the following tasks by the appropriate due date mentioned below. The schedule assumes that we finalize requirements as of 6/31/2024, except for Task 9, and that 3CE is responsive to deliverable approvals per mutually agreed detailed schedule. Any changes to the schedule must be reviewed and approved in writing by 3CE:

Tabel 1: Project Delivery Schedule
Task Title Subtask
Completion
Date
Task 1 - Kickoff & Discovery 1.1 through 1.5 5/31/2024
Task 2 - Develop Implementation
Plan 2.1 through 2.4 6/31/2024
Task 3 - Develop CRM Database 3.1 through 3.5 8/30/2024

3.5 through 3.25 12/31/2024
Task 4 - Integrate CRM with
Database 4.1 through 4.6 8/30/2024

4.7 through 4.8 12/31/2024
Task 5 - Train Personnel 5.1 through 5.6 9/30/2024

5.7 through 5.10 12/31/2024
Task 6 - Develop Communications
Plan 6.1 through 6.9 12/31/2024
Task 7 - Launch CRM 7.1 9/30/2024

7.2 through 7.13 12/31/2024
Task 8 - Manage CRM

8.1 12/31/2024

8.2 4/30/2027

8.3 12/31/2026
Task 9 – Additional
Enhancements

9.1 through 9.8 9/30/2026

9.9 4/30/2027
This project delivery schedule allows for the CRM deployment in FY 23-24, which includes Energy Programs applications continuing into FY 24-25. This involves all web forms, approval workflows, and notifications applications to be ready by 10/01/2024. As indicated above, certain subtasks related to training of personnel, developing communication plan, and launch of CRM, which are not on a critical path for the deployment of program applications, will be completed by December 31st, 2024. Finally ongoing management of CRM, additional enhancements, and specific training of personnel will continue through the end of FY 26-27.

Docusign Envelope ID: 8979D76A-585B-400C-BC17-EDDFAB1B7770 Docusign Envelope ID: 2CC65781-8AD8-4576-84CB-06EE7E70B532

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Amendment No. 1 To Agreement Between SMUD and 3CE for CRM Services. EP-2025-06 13

4. Service Level Agreement
Schedule
• Project Management: SMUD will provide a dedicated project manager to ensure a smooth project implementation.
• SMUD will provide project management and client management support from 9am to 5pm PST, M-F, excluding holidays.
• SMUD will create a detailed project deliverables list with description, responsible party, assumptions, and acceptance criteria.

Requirements
• SMUD will create a detailed requirements document approved by 3CE to guide development.

Technical Support
• SMUD will provide 150 hours of support each month for the first three months after launch to stabilize and optimize the system, and then 32 hours of support each month to administer the system.
• SMUD will schedule two large enhancement projects at 350 hours each over the three-year term, and three small enhancement projects at 40 hours each over the three-year term. • SMUD will provide a requests intake tool (Zendesk) for 24/7 submission of issues and requests.
• For urgent issues submitted through Zendesk, we will respond to the request within 24 business hours. For non-urgent issues, we will respond within 48 business hours. • SMUD will provide technical support from 9am to 5pm PST, M-F, excluding holidays. • For infrastructure-related issues such as temporary outages and server failures, SMUD will collaborate with 3CE to resolve with Salesforce.
• For code-related issues such as breaks, bugs, defects, SMUD will work to fix code so that it functions according to approved requirements based on a priority level set by 3CE. • SMUD will use a priority model governing system enhancement, with break/fixes receiving Priority 1 status.
• SMUD will monitor system health, resource usage and performance metrics and provide regular weekly reports.
• Salesforce will determine system availability. But our experience with them over the past seven years, is greater than 99% availability.

Docusign Envelope ID: 8979D76A-585B-400C-BC17-EDDFAB1B7770 Docusign Envelope ID: 2CC65781-8AD8-4576-84CB-06EE7E70B532

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Amendment No. 1 To Agreement Between SMUD and 3CE for CRM Services. EP-2025-06 14 Exhibit B: Payment Terms
SMUD will complete the deliverables outlined in Exhibit A within the NTE amounts listed in Table 1. All tasks and associated work will be invoiced on a time and material basis, utilizing the billing rates provided. Tasks 1, 2, 3, 4, 5, 6, 7, and 9 along with their respective deliverables, will be considered fully compensated once the not-to-exceed (NTE) amounts for each fiscal year (FY) are reached. Fiscal Year is defined as annually starting October 1st and ending September 30th. The NTE amounts are set as the Total amounts in Table 1. The billing rates will adhere to the figures presented in the table titled ‘SMUD Billing Rates’ for the entirety of the contract term. If a Task indicated in Tabel 1 is not completed within the fiscal year indicated, 3CE will undergo evaluation at the conclusion of the fiscal year to determine if changes to deliverable schedules is required. If so determined, 3CE can authorize in written approval a change in a specific fiscal year NTE amount.

Tabel 1: Fiscal Year Not-To-Exceed (NTE) Amounts
Task FY 23-24 FY 24-25 FY 25-26 FY 26-27
Task 1 - Kickoff & Discovery
$
1,530.00
Task 2 - Develop Implementation
Plan
$
5,907.50
Task 3 - Develop CRM Database
$
243,865.00
$
19,932.50
Task 4 - Integrate CRM with
Database
$
174,377.50
Task 5 - Train Personnel
$
13,642.50
$
5,892.50
Task 6 - Develop Communications
Plan
$
5,015.00
Task 7 - Launch CRM $ 24,379.75
$
23,730.00
Task 8 - Manage CRM $1740.00 $171,675.63 $154,382.81
$
70,010.31
Task 9 – Additional Enhancements $ 317,300.00 $ 20,000.00 Total
$
465,402.25
$
226,245.63
$
471,682.81
$
90,010.31
Note: Budget for SOW in years 3 and 4 with Task 8 assumes that the cost and effort for those years is mostly for CRM management and support. This includes form updates, system maintenance, and simple updates to the system.

Docusign Envelope ID: 8979D76A-585B-400C-BC17-EDDFAB1B7770 Docusign Envelope ID: 2CC65781-8AD8-4576-84CB-06EE7E70B532

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Amendment No. 1 To Agreement Between SMUD and 3CE for CRM Services. EP-2025-06 15 Table 2: SMUD Billing Rates
SMUD
Resource
FY 23-
24 FY 24-
25 FY 25-
26 FY 26-
27 Hourly Rate $170 $180 $190 $200
For clarification and without altering or changing the maximum cost to 3CE set forth in Section 2.1 of the Agreement, the following provides estimated budget and schedule for completing payment for particular tasks identified in Exhibit A, Scope of Services.

Table 3: Estimated Budget by Project Schedule
Task Title Subtask
Completio
n Date
Hours Estimated
Amount
Task 1 - Kickoff & Discovery 1.1 through 1.5 5/24/2024 9.00 $1,530.00 Task 2 - Develop
Implementation Plan 2.1 through 2.4 6/24/2024

34.75 $5,907.50
Task 3 - Develop CRM
Database 3.1 through 3.5 8/30/2024
1,420.50 $
243,865.00

3.5 through 3.25 12/31/2024 131.25 $19,932.50
Task 4 - Integrate CRM with
Database

4.1 through 4.6 8/30/2024 565.75 $ 96,177.50

4.7 through 4.8 8/30/2024 460.00 $ 78,200.00
Task 5 - Train Personnel 5.1 through 5.6 9/30/2024 96.25 $13,642.50

5.7 through 5.10 12/31/2024 17.25 $5,892.50
Task 6 - Develop
Communications Plan 6.1 through 6.9 12/31/2024

29.50 $5,015.00
Task 7 - Launch CRM 7.1 9/30/2024 143.41 $24,379.75

7.2 through 7.13 12/31/2024 133.50 $ 23,730.00
Task 8 - Manage CRM

8.1 12/31/2024 450.00 $76,500.00

8.2 4/30/2027
1,018.00 $
167,680.00

8.3 9/30/2026
826.75 $
153,588.75
Task 9 – Additional
Enhancements 9.1 through 9.8 9/30/2026
1,670 $
317,300.00

9.9 4/30/2027 100 $20,000.00
Docusign Envelope ID: 8979D76A-585B-400C-BC17-EDDFAB1B7770 Docusign Envelope ID: 2CC65781-8AD8-4576-84CB-06EE7E70B532

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Amendment No. 1 To Agreement Between SMUD and 3CE for CRM Services. EP-2025-06 16 EXHIBIT D: NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT BETWEEN

CENTRAL COAST COMMUNITY ENERGY AND SACRAMENTO MUNICIPAL

UTILITY DISTRICT
This Nondisclosure and Confidentiality Agreement (“Agreement”) is entered into effective November 12, 2025 by and between Central Coast Community Energy (“Disclosing Party”) and Sacramento Municipal Utility District, a political subdivision of the State of California (“Receiving Party”) for the purpose of preventing the unauthorized disclosure of Confidential Information (as defined below) of the Disclosing Party which may be disclosed to the Receiving Party for the purpose of providing services pursuant to the Services Agreement between Central Coast Community Energy and Sacramento Municipal Utility District, which may be amended from time to time (hereinafter “Services Agreement”).

For purposes of this Agreement, Confidential Information shall mean: Central Coast Community Energy’s customer list(s), customer usage data or information, customer addresses, contact information, customer meter data, and customer program and platform information. Confidential Information includes “covered information” as that term is defined by California Public Utility Commission Decision D.12-08-045 which establishes customer privacy protections for CCA customers. Confidential information includes any copies, drafts, revisions, analyses, summaries, extracts, memoranda, reports and other materials prepared by the Receiving Party or its representatives that are derived from or based on Confidential Information disclosed by the Disclosing Party, regardless of the form of media in which it is prepared, recorded or retained.

In consideration of the Disclosing Party’s disclosure of Confidential Information to the Receiving Party, the Receiving Party hereby agrees as follows:

1. The Receiving Party shall hold and maintain the Confidential Information as confidential.

2. The Receiving Party shall not, without the prior written approval of the Disclosing Party, use for its own benefit, publish or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any of the Confidential Information.

3. The Receiving Party shall carefully restrict access to the Confidential Information to those of its officers, directors, employees, and subcontractors who clearly need such access in order to participate on behalf of the Receiving Party in carrying out the functions of the Services Agreement. The Receiving Party further warrants and represents that it will advise each of those persons that they are strictly prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of the Disclosing Party, any of the Confidential Information. Receiving Party shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect the personal information from unauthorized access, destruction, use, modification, or disclosure and prohibits the use of the data for a secondary commercial purpose not related to the Services Agreement.

4. The Receiving Party shall comply with CPUC Decision D.12-08-045 (Attachment A) in the handling of Confidentail Information pursuant to this Agreement.

5. The Receiving Party shall take all necessary action to protect the confidentiality of the Receiving Party, except for its disclosure under preceding paragraph 3, and agrees to indemnify the Disclosing Party, its officers, directors, employees, or agents against any and all losses, damages, Docusign Envelope ID: 8979D76A-585B-400C-BC17-EDDFAB1B7770 Docusign Envelope ID: 2CC65781-8AD8-4576-84CB-06EE7E70B532

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Amendment No. 1 To Agreement Between SMUD and 3CE for CRM Services. EP-2025-06 17 claims, or expenses incurred or suffered by the Disclosing Party as a result of the Receiving Party’s material, uncured breach of this Agreement.

6. This Agreement shall continue in full force and effect and shall survive the expiration of the Services Agreement. Receiving party shall, at all times and in perpetuity, keep Confidential Information in the strictest confidence and shall take all reasonable measures to prevent unauthorized or improper disclosure or use of Confidential Information. Except that the Receiving Party’s described obligations shall not extend to any of the Confidential Information that the Receiving Party can demonstrate was in the public domain on the date of this Agreement.

7. The Receiving Party understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause the Disclosing Party irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that the Disclosing Party shall have the right to apply, at its own cost, to a court of competent jurisdiction for an order restraining any such further disclosure or misappropriation and for such other relief as the Disclosing Party shall deem appropriate. Such right of the Disclosing Party is to be in addition to the remedies otherwise available to the Disclosing Party at law or in equity.

8. If the Receiving Party is required by the California Public Records Act, an order of an administrative or state or federal court to disclose any Confidential Information, the Receiving Party shall provide prompt written notice and reasonable assistance so as to enable the Disclosing Party, at its own cost, to seek a protective order or other appropriate remedy or waive compliance with this Agreement in writing. If such a protective order is not obtained, or if the Disclosing Party waives compliance with this Agreement in writing, the Receiving Party may disclose Confidential Information, but only such Confidential Information as is legally required to disclose.

9. The Confidential Information is and shall remain the sole property of the Disclosing Party.

Receiving Party acknowledges that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Disclosing Party’s Confidential Information, or any invention, copyright, trademark, or other intellectual property right that has issued or may issue, based on such Confidential Information.

10. In the event Receiving Party becomes aware of any improper disclosure of Confidential Information that may violate this Agreement, it shall promptly notify Disclosing Party, of the nature of the disclosure, and any accompanying details available to Receiving Party about the disclosure. Receiving Party shall cooperate with Disclosing Party in remedying any improper disclosure.

11. The Receiving Party shall return to the Disclosing Party any and all records, notes, and other written, printed, or tangible materials pertaining to the Confidential Information promptly on the written request of the Disclosing Party.

12. This Agreement and the Receiving Party’s described obligations shall be binding on the representatives, assigns, and successors of the Receiving Party and shall inure to the benefit of the assigns and successors of the Disclosing Party.

13. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Docusign Envelope ID: 8979D76A-585B-400C-BC17-EDDFAB1B7770 Docusign Envelope ID: 2CC65781-8AD8-4576-84CB-06EE7E70B532

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Amendment No. 1 To Agreement Between SMUD and 3CE for CRM Services. EP-2025-06 18

14. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, venue shall be in a neutral county in California and the prevailing party in such action shall be entitled to reasonable attorney fees.

15. All notices, requests or other communications to any party shall be in writing and delivered by email, and delivery service that guarantees overnight delivery, or by first-class, registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

16. This Agreement constitutes the sole understanding of the parties about this subject matter and may not be amended or modified except in writing signed by each of the parties to this Agreement.

Docusign Envelope ID: 8979D76A-585B-400C-BC17-EDDFAB1B7770 Docusign Envelope ID: 2CC65781-8AD8-4576-84CB-06EE7E70B532

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1 / 2
Salesforce, Inc.

Salesforce Tower
415 Mission Street, 3rd Floor
San Francisco, CA 94105
United States
ORDER FORM for Central Coast Communit Ener 3CE

ORDER FORM
Address Information
Bill To:
70 Garden Court suite 330
Monterey
CA, 93940
US - United States
Ship To:
70 Garden Court suite 330
Monterey
CA, 93940
US - United States
Terms and Conditions
Contract Start Date*: 5/20/2024
n r En D *: 1 2027
Services
Services
Order
Start Date*
Order
End Date*
Order Term
(months)*
Monthly/
Unit Price** Quantity Total Price
Service Cloud - Enterprise Edition 5/20/2024 5/19/2027 36 USD USD Premier Success Plan - Salesforce Platform 5/20/2024 5/19/2027 36 USD USD Event Monitoring 5/20/2024 5/19/2027 36 USD USD
Total: USD 183,192.45
*If this Order Form is executed and/or returned to Salesforce by Customer after the Order Start Date above, Salesforce may adjust the Order Start Date and Order End Date, without increasing the Total Price, based on the date Salesforce activates the products and provided that the total term length does not change. Following activation, any adjustments to such Order Start Date and Order End Date may be confirmed by logging into Your Account, by reference to an order confirmation sent by Salesforce, and/or by contacting customer support. **The Monthly/Unit Price shown above has been rounded to two decimal places for display purposes. As many as eight decimal places may be present in the actual price. The totals for this order were calculated using the actual price, rather than the Monthly/Unit Price displayed above, and are the true and binding totals for this order.

Prices shown above do not include any taxes that may apply. Any such taxes are the responsibility of Customer. This is not an invoice. For customers based in the United States, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the "Ship To" location provided by Customer on this Order Form.

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2 / 2
Tenant Information
Org Type Org Details Services Quantity
Service Cloud - Enterprise Edition
Premier Success Plan - Salesforce Platform
Event Monitoring
Purchase Order Information
Is a Purchase Order (PO) required for the purchase or payment of the products on this Order Form?(Customer to complete) [xxxxxxxx] No
[\porbtn1\] Yes - Please complete below
PO Number: \ponum1\
PO Amount: \poamt1\
Upon signature by Customer and submission to Salesforce, this Order Form shall become legally binding unless this Order Form is rejected by Salesforce for any of the following reasons: (1) the signatory below does not have the authority to bind Customer to this Order Form, (2) changes have been made to this Order Form (other than completion of the purchase order information and the signature block), or (3) the requested purchase order information or signature is incomplete or does not match our records or the rest of this Order Form. Subscriptions are non-cancelable before their Order End Date. This Order Form is governed by the terms of the Salesforce MSA found at https://www.salesforce.com/company/msa.jsp, unless (i) Customer has a written MSA executed by Salesforce for such Services as referenced in the Documentation, in which case such written Salesforce MSA will govern or (ii) otherwise set forth herein. Additional information related to the Services may be found in the Documentation at https://sfdc.co/ptd. For the avoidance of doubt, the applicable MSA takes precedence over the Documentation.

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1 / 3
Salesforce, Inc.

Salesforce Tower
415 Mission Street, 3rd Floor
San Francisco, CA 94105
United States
ORDER FORM for Central Coast Communit Ener 3CE

Page 62 of 394 ends

2 / 3
*If this Order Form is executed and/or returned to Salesforce by Customer after the Order Start Date above, Salesforce may adjust the Order Start Date and Order End Date, without increasing the Total Price, based on the date Salesforce activates the products and provided that the total term length does not change. Following activation, any adjustments to such Order Start Date and Order End Date may be confirmed by logging into Your Account, by reference to an order confirmation sent by Salesforce, and/or by contacting customer support. **The Monthly/Unit Price shown above has been rounded to two decimal places for display purposes. As many as eight decimal places may be present in the actual price. The totals for this order were calculated using the actual price, rather than the Monthly/Unit Price displayed above, and are the true and binding totals for this order.

Any taxes shown are estimated only. Actual taxes will be reflected on the invoice. Any such taxes are the responsibility of Customer. This is not an invoice. For Customers based in the United States, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the ""Ship To"" location provided by Customer on this Order Form.

Annual Pricing Summary
Fees Aggregate Price #
11/13/2025 - 5/19/2026 USD 8,066.32
5/20/2026 - 5/19/2027 USD 15,537.06
Total: USD 23,603.38
The Annual Pricing Summary is provided for informational purposes only and is not a payment schedule. Please refer to the Terms and Conditions section of this Order Form for payment-related information.

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3 / 3
Tenant Information
Org Type Org Details Services Quantity
Service Cloud - Enterprise Edition
Premier Success Plan - Salesforce Platform - Fee
Event Monitoring - Fee
Purchase Order Information
Is a Purchase Order (PO) required for the purchase or payment of the products on this Order Form?(Customer to complete) [xxxxxxxx] No
[\porbtn1\] Yes - Please complete below
PO Number: \ponum1\
PO Amount: \poamt1\
Upon signature by Customer and submission to Salesforce, this Order Form shall become legally binding unless this Order Form is rejected by Salesforce for any of the following reasons: (1) the signatory below does not have the authority to bind Customer to this Order Form, (2) changes have been made to this Order Form (other than completion of the purchase order information and the signature block), or (3) the requested purchase order information or signature is incomplete or does not match our records or the rest of this Order Form. Subscriptions are non-cancelable before their Order End Date. This Order Form is governed by the terms of the Salesforce MSA found at https://www.salesforce.com/company/msa.jsp, unless (i) Customer has a written MSA executed by Salesforce for such Services as referenced in the Documentation, in which case such written Salesforce MSA will govern or (ii) otherwise set forth herein. Additional information related to the Services may be found in the Documentation at https://sfdc.co/ptd. For the avoidance of doubt, the applicable MSA takes precedence over the Documentation.

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Staff Report Item 5
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Demetra Frese, Power Resources Markets Manager SUBJECT: Authorize the CEO to execute three Master Enabling Agreements with:

Bonneville Power Administration; Dynasty Power Inc.; and, Clean Power Alliance, to enable future bilateral power transactions, and to execute any necessary ancillary documents associated with their implementation DATE: November 12, 2025
RECOMMENDATION:

Staff recommends that the Operations Board authorize the CEO to execute three Master Enabling Agreements with: Bonneville Power Administration; Dynasty Power Inc.; and, Clean Power Alliance, to enable future bilateral power transactions, and to execute any necessary ancillary documents associated with their implementation.

BACKGROUND:

A Master Enabling Agreement provides a general framework for the efficient transacting of energy products. The Master Enabling Agreements have no specific energy transaction associated with them but set the standard terms for such transactions. Once enabled through a Master Enabling Agreement, individual confirmation agreements (“Confirms”) may be entered into in accordance with the delegations of authority specified in the Energy Risk Management Policy. Such Confirms specify the product, quantity, and price of any future transactions. The individual Confirms are governed by the Master Enabling Agreements.

DISCUSSION/ANALYSIS:

The proposed Master Enabling Agreements establish the legal and operational framework for bilateral power transactions between 3CE, and the three counterparties (BPA, Dynasty, and CPA).

Central Coast Community Energy (3CE) is currently enabled through a master agreement structure with 19 counterparties. Continuing to increase the number of parties enabled to transact with 3CE promotes

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competition and more accurate counterparty pricing when considering power procurement and market hedging decisions.

As a result of the increased competition, 3CE can meet regulatory obligations while ensuring customers are provided reliable and cost-effective service.

The Master Enabling Agreements enable 3CE to transact the following products:
 Financial and Physical Energy (Inter-SC Trades)
 Environmental Attributes (Renewable Energy Credits, etc.)  Capacity (Resource Adequacy)
 Ancillary services
 Other energy-related products as mutually agreed
FISCAL IMPACT:

There is no direct fiscal impact associated with executing the Master Enabling Agreements themselves.

All transactions under the Master Enabling Agreements will be subject to individual evaluation and financial approval consistent with 3CE’s procurement policies.

CONCLUSION:

The Operations Board approval of the proposed Master Enabling Agreements with BPA, Dynasty, and CPA will enhancing 3CE’s power procurement flexibility and market responsiveness. It enables direct trading with several trading partners and will improve market liquidity for 3CE’s transactions.

ATTACHMENT(S):

1. Master Power Purchase and Sale Agreement between 3CE and Clean Power Alliance of Southern California

2. Master Power Purchase and Sale Agreement between 3CE and Bonneville Power Administration

3. Master Power Purchase and Sale Agreement between 3CE and Dynasty Power, Inc.

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Execution Version
1 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

MASTER POWER PURCHASE AND SALE AGREEMENT

COVER SHEET
This Master Power Purchase and Sale Agreement (“Master Agreement”) is made as of the following date:

August 8, 2025 (“Effective Date”). The Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, the Collateral Annex with Paragraph 10 Elections thereto, and any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (and any Confirmations confirming Transactions) shall be referred to as the “Agreement.” The Parties to this Master Agreement are the following:

Name: Central Coast Community Energy, a
California joint powers authority (“3CE” or “Party
A”)
Name: Clean Power Alliance of Southern
California, a California joint powers authority
(“CPA” or “Party B”)
All Notices:
70 Garden Court, Suite 300
Monterey, CA 93940
All Notices:
801 S Grand Ave, Suite 400
Los Angeles, CA 90017
Attn: Director of Power Supply Resources
Phone: (831) 641-7240
Email: [email protected] Duns: 080977851
Federal Tax ID Number: 82-2386705
Attn: Theodore Bardacke, CEO
Phone: (213) 269-5870
Email: [email protected] Duns: 08-083-1567 Federal Tax ID Number: 82-2576927
Invoices:

Attn: Accounts Payable-Power Services
Phone: (831) 641-7218
Email: [email protected] Invoices:

Attn: Vice President, Power Supply
Phone: (213) 280-3920
Email: [email protected]
Scheduling:

Attn: The Energy Authority
Phone: (425) 460-1110
Email: [email protected]
Tel: (Real Time Desk): (425) 460-1118
-or-Attn: Day-Ahead Scheduling
Phone: (425) 460-1118
Email: [email protected]
Scheduling:

Attn: Tenaska Scheduling
Phone: (817) 462-1509
Email: [email protected] Confirmations:

Attn: Manager of Energy Trading
Phone: (831) 641-7203
Email: [email protected] Confirmations:

Attn: Vice President, Power Supply
Address: Same as above Phone: (213) 269-5870
Email: [email protected] Payments:

Attention: Chief Financial Officer
Phone: (831) 641-7210
Email: [email protected] Payments:

Attn: Vice President, Power Supply
Phone: (213) 280-3920
Email: [email protected]

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Execution Version
2 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Wire Transfer:

Bank: River City Bank
ABA:

Account:

Wire Transfer:

BNK: River City Bank
ABA:

ACCT:

Credit and Collections:

Attn: Chief Financial Officer
Phone: (831) 641-7210
Email: [email protected] Credit and Collections:

Attn: Chief Financial Officer
Phone: (213) 269-5870
Email: [email protected] With additional Notices of an Event of Default or Potential Event of Default to:

Central Coast Community Energy
Attn: General Counsel
Phone: (831) 595-7743
Email: [email protected]
With additional Notices of an Event of Default or
Potential Event of Default to:

Attn: Nancy Whang, General Counsel
Phone: (213) 595-7818
Email: [email protected]

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Execution Version
3 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions:

Party A Tariff N/A
Party B Tariff N/A
Article Two
Transaction Terms and
Conditions Optional provision in Section 2.4. If not checked, inapplicable.

Article Four
Remedies for Failure
to Deliver or Receive Accelerated Payment of Damages. If not checked, inapplicable.

Article Five
Events of Default; Remedies Cross Default for Party A:

Party A: 3CE Cross Default Amount:

Other Entity: Cross Default Amount $______
Cross Default for Party B:

Party B: CPA Cross Default Amount :

Other Entity: Cross Default Amount $

5.6 Closeout Setoff:

Option A (Applicable if no other selection is made.)
Option B - Affiliates shall have the meaning set forth in the Agreement unless otherwise specified as follows:

Option C (No Setoff)
Article Eight
Credit and Collateral
Requirements

8.1 Party A Credit Protection:
(a) Financial Information:

Option A
Option B Specify:

Option C Specify:
(1) The annual report containing audited consolidated financial statements for such fiscal year of Party B as soon as practicable after demand, but in no event later than 180 days after the end of each annual period and such request will be deemed to have been filled if such financial statements are available at
https://www.cleanpoweralliance.org/, and (2) quarterly unaudited financial statements for Party B for the first three quarters of its fiscal year as soon as practicable after demand, but in no event later than 90 days after the applicable quarter. In all cases the statements shall be for the most recent accounting period and annual reports shall be prepared in accordance with generally accepted accounting principles,

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Execution Version
4 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements.
(b) Credit Assurances:

Not Applicable
Applicable
(c) Collateral Threshold:

Not Applicable
Applicable
If applicable, the provisions of Section 8.1(c) of the Master Agreement shall be replaced by the provisions of the Collateral Annex attached hereto.
(d) Downgrade Event:

Not Applicable
Applicable
If applicable, complete the following:

It shall be a Downgrade Event for Party B if Party B’s Credit Rating falls below BBB- from S&P or Baa3 from Moody’s or if Party B is not rated by either S&P or Moody’s.

Other, specify: Downgrade Event threshold as set forth in the Applicable Confirmation.
(e) Guarantor for Party B: N/A
Guarantee Amount: N/A

8.2 Party B Credit Protection:
(a) Financial Information:

Option A
Option B Specify:

Option C Specify:

The annual report containing audited consolidated financial statements for such fiscal year of Party B as soon as practicable after demand, but in no event later than 180 days after the end of each annual period and such request will be deemed to have been filled if such financial statements are available at https://3cenergy.org/, and (2) quarterly unaudited financial statements for Party B for the first three quarters of its fiscal year as soon as practicable after demand, but in no event later than 90 days after the applicable quarter. In all cases the statements shall be for the most recent accounting period and annual reports shall be prepared in accordance with generally accepted accounting principles, provided, however, that should any such statements not be available on a timely basis due to a delay in

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Execution Version
5 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements.
(b) Credit Assurances:

Not Applicable
Applicable
(c) Collateral Threshold:

Not Applicable
Applicable
If applicable, the provisions of Section 8.2(c) of the Master Agreement shall be replaced by the provisions of the Collateral Annex attached hereto.
(d) Downgrade Event:

Not Applicable
Applicable
If applicable, complete the following:

It shall be a Downgrade Event for Party A if Party A’s Credit Rating falls below BBB- from S&P or Baa3 from Moody’s or if Party A is not rated by either S&P or Moody’s.

Other - specify: It shall be a Downgrade Event for Party A if Party A’s Guarantor’s Credit Rating falls below BBB- from S&P or Baa3 from Moody’s or if Party A’s Guarantor is not rated by either S&P or Moody’s.
(e) Guarantor for Party A: N/A
Guarantee Amount: N/A
Article Ten
Confidentiality Applicable If not checked, inapplicable. Confidentiality Schedule M
Party A is a Governmental Entity or Public Power System Party B is a Governmental Entity or Public Power System Add Section 3.6. If not checked, inapplicable
Add Section 8.4. If not checked, inapplicable

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Execution Version
6 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Other Changes
This Master Power Purchase and Sale Agreement and the associated Collateral Annex incorporate, by reference, the changes published in the EEI Errata, Version 1.1, dated July 18, 2007.

ARTICLE ONE: GENERAL DEFINITIONS. 1. “Affiliate”: Section 1.1 is amended by adding the following sentence at the end thereof”:
“Notwithstanding the foregoing, the Parties hereby agree and acknowledge that (i) with respect to Party A the public entities designated as members or participants under the Joint Powers Agreement creating Party A shall not constitute or otherwise be deemed an “Affiliate” for the purposes of this Master Agreement or any Confirmation executed in connection therewith, and (ii) with respect to Party B the public entities designated as members or participants under the Joint Powers Agreement creating Party B shall not constitute or otherwise be deemed an “Affiliate” for the purposes of this Master Agreement or any Confirmation executed in connection therewith.”

2. “Business Day”: Section 1.4 is amended by deleting the first sentence and replacing it to read as follows:
“Business Day” means any day except a Saturday, Sunday, the Friday immediately following the Thanksgiving holiday or a Federal Reserve Holiday.

3. A new Section 1.8A is added as follows: “1.8A “Collateral Annex” means that certain Collateral Annex to this Agreement, together with the Paragraph 10 Elections thereto, dated as of the date hereof, between Party A and Party B.”

4. “Credit Rating”: Section 1.12 is superseded. See Paragraph 10 to the Collateral Annex.

5. “Force Majeure”: Section 1.23 is amended by (i) adding the following phrase after the word “obligations” in the second line thereof: “at the Delivery Point (to the extent there is a Delivery Point for the applicable Product)”; (ii) inserting “or to obtain the Product at a more advantageous price or under more advantageous terms and conditions” after the word “hereunder” in the second sentence; (iii) inserting “or under more advantageous terms to a third party purchaser” after the phrase “Contract Price” in the second sentence; and (iv) inserting in the thirteenth line of this Subsection before the phrase “foregoing factors” the word “two”.

6. “Gains”: Section 1.24 is amended by adding before the period at the end thereof the following: “in accordance with Section 5.2”.

7. A new Section 1.26 is added as follows:
“1.26A “Joint Powers Agreement” means the Joint Powers Agreement, effective as of February 21, 2017, as amended, providing for the formation of Party A, as such agreement may be further amended or amended and restated.”
“1.26B “Joint Powers Agreement” means the Joint Powers Agreement, effective as of June 27, 2017, as amended, providing for the formation of Party B, as such agreement may be further amended or amended and restated.”

8. “Letter(s) of Credit”: Section 1.27 is superseded. See Paragraph 10 to the Collateral Annex.

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Execution Version
7 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

9. “Losses”: Section 1.28 is amended by adding before the period at the end thereof the following: “in accordance with Section 5.2”.

10. “Moody’s”: Section 1.30 shall be amended by deleting the phrase “Moody’s Investor Services, Inc” and replacing it with “Moody’s Ratings, Inc.”

11. “Recording”: Section 1.50 is amended by deleting the reference to section “2.4” and replacing it with “2.5”.

12. “Replacement Price”: Section 1.51 is amended by (i) inserting the phrase “for delivery” in the second line after the word “purchases” and before the phrase “at the Delivery Point” and (ii) deleting the phrase “at Buyer’s option” from the fifth line and replacing it with the phrase “absent such a purchase (Buyer has no obligation to enter into actual replacement transactions)”.

13. “S&P”: Section 1.52 shall be amended by deleting the phrase “the Standard & Poor’s Rating Group (a division of McGraw-Hill, Inc.)” and replacing it with “S&P Global Ratings, a division of S&P Global, Inc.”

14. “Sales Price”: Section 1.53 is amended by:
(i) deleting the phrase “at the Delivery Point” from the second line; (ii) deleting the phrase in line 5 “at the Seller’s option” and replacing it with “absent such a sale”; and (iii) inserting after the word “liability” in the ninth line the following: “provided, further, if Seller is unable after using commercially reasonable efforts to resell all or a portion of the Product not received by Buyer, the Sales Price with respect to such unsold Product shall be deemed equal to zero (0).”.

15. “Settlement Amount”: Section 1.56 is amended by (i) deleting the words “pursuant to Section 5.2” and by adding before the period at the end thereof the following: “, as determined in accordance with Section

5.2.”

16. “Transaction”: Section 1.60 is amended by inserting the words “in writing” immediately following the words “agreed to.”

17. A new Section 1.62 is added as follows:
“1.62 “Unpaid Amounts” means the amounts owed by one Party to the other Party under this Agreement that have not been paid as of the Early Termination Date whether or not such amounts are then due, including, without duplication, (i) invoiced amounts, (ii) uninvoiced amounts, including without limitation amounts payable in respect of physical deliveries or settlements that occurred prior to the Early Termination Date, (iii) damages payable under Article 4 of this Agreement, and (iv) taxes or other costs or expenses to the extent an obligation to pay shall have accrued under this Agreement or the Confirmation relating to a Transaction on or prior to the Early Termination Date; provided, that Unpaid Amounts shall not include any Settlement Amounts.”
ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS. 18. Section 2.1 is deleted in its entirety and replaced with the following:

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Execution Version
8 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association “2.1 Transactions. A Transaction, or an amendment, modification or supplement thereto, shall be entered into only upon a writing signed by both Parties.”

19. Section 2.3 is hereby deleted in its entirety and replaced with the following:
“2.3 Confirmation. A Transaction shall be entered into only by a written confirmation in a form mutually agreeable to both Parties and signed by both Parties (“Confirmation”). Notwithstanding anything to the contrary in this Master Agreement, the Master Agreement and any and all Confirmations may not be amended or modified except by an instrument in writing signed by both of the Parties.”

20. Section 2.4 is amended by (i) deleting the words “either orally or” in the seventh line and adding “a” before the word “writing” and (ii) deleting “be deemed to be accepted pursuant to Section 2.3” and replacing it with “govern such Transaction”.

21. Section 2.5 is amended by deleting the last two sentences in their entirety.

ARTICLE THREE: OBLIGATIONS AND DELIVERIES.

22. Section 3.2 is hereby amended by adding the following text to the end of the Section: “Product deliveries shall be scheduled in accordance with the then-current applicable tariffs, protocols, operating procedures and scheduling practices for the relevant region.”

23. Section 3.3 is amended by deleting the second to last sentence of Section 3.3 in lines 7 and 8, which reads “The Claiming Party shall remedy the Force Majeure with all reasonable dispatch” and replacing it with the following: “Seller and Buyer shall make commercially reasonable efforts to avoid the adverse impacts of Force Majeure and to resolve the event or occurrence once it has occurred in order to resume performance.”
ARTICLE FOUR: REMEDIES FOR FAILURE TO DELIVER/RECEIVE.

24. Section 4.1 is hereby amended by deleting the phrase “or by Buyer’s failure to perform” in the second and third line and replacing such phrase with “or otherwise by the terms of this Master Agreement”.

25. Section 4.2 is hereby amended by deleting the phrase “or by Seller’s failure to perform” in the second and third line and replacing such phrase with “or otherwise by the terms of this Master Agreement”.

26. Section 4.3 is hereby added as follows:
“4.3 Mitigation. Each Party has a duty to mitigate damages under this Agreement and will use commercially reasonable efforts to minimize any damages it may incur resulting from the other Party’s performance or nonperformance hereunder.”
ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES. 27. Section 5.1(a) is amended to change “three (3) Business Days” to “five (5) Business Days”.

28. Section 5.1(b) is deleted in its entirety and replaced as follows: “(b) any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated; provided, however, that it shall only be an Event of Default under this Section 5.1(b) if the adverse effect of such misrepresentation, if susceptible of cure, is not remedied within thirty (30) days after the Party’s receiving notice thereof”.

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Execution Version
9 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

29. Section 5.1(c) is amended to change “three (3) Business Days” to “ten (10) Business Days”.

30. Section 5.1(e) is hereby amended by adding prior to the semicolon the phrase “or the Collateral Annex (as amended by Paragraph 10 Elections thereto), as applicable, and such failure is not remedied by the close of business on the Business Day following the effectiveness of written notice thereof”.

31. Section 5.1(f) is amended by adding the following immediately prior to the semicolon at the end of the Section: “if such failure is not remedied within five (5) Business Days after the Party’s receiving notice or having knowledge thereof.”

32. Section 5.1(g) is deleted in its entirety and replaced with the following:
“if the applicable cross default section in the Cover Sheet is indicated for such Party, the occurrence and continuation of a default, event of default or other similar condition or event in respect of such Party or any other party specified in the Cover Sheet for such Party under one or more agreements or instruments, individually or collectively, relating to indebtedness for borrowed money in an aggregate amount of not less than the applicable Cross Default Amount (as specified in the Cover Sheet), which results in such indebtedness becoming immediately due and payable; provided, however, that it shall not constitute an Event of Default under this Section 5.1(g) if (i) such event, condition or failure is a failure to pay caused by an error or omission of an administrative or operational nature, (ii) funds were available to such Party to enable it to make the relevant payment when due, and (iii) such event, condition or failure is remedied on or before the third Business Day after receipt of written notice of its occurrence;”

33. Section 5.1(h)(ii) is amended by replacing the reference to “three (3) Business Days” with “ten (10) Business Days”.

34. Section 5.1(h)(v) is amended to add “made in connection with this Master Agreement” after “any guaranty”.

35. Section 5.2 is amended by (i) reversing the placement of “(i)” and “to” in the third line; (ii) deleting the following phrase from the last line: “as soon thereafter as is reasonably practicable).” and replacing it with the following:
“then each such Transaction shall be terminated as soon thereafter as reasonably practicable, and upon termination shall be deemed to be a Terminated Transaction and the Termination Payment payable in connection with all such Transactions shall be calculated in accordance with Section 5.3 below). The Gains and Losses for each Terminated Transaction shall be determined by the Non-Defaulting Party in a commercially reasonable manner by calculating the amount that would be incurred or realized to replace or to provide the economic equivalent of the remaining payments or deliveries in respect of that Terminated Transaction. In making such calculation, the Non-Defaulting Party shall reference information supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, and information obtained through a recognized exchange, clearinghouse, or reference entity. Third parties supplying such information may include dealers, brokers and other sources of market information, including, without limitation, Intercontinental Exchange, Inc. If the Non-Defaulting Party’s calculation of a Settlement Amount for a Terminated Transaction results in an amount that would be due to the Defaulting Party (i.e. the Defaulting Party was in-the-money), then the Settlement Amount for such Terminated Transaction shall be deemed to be zero dollars ($0.00).”

36. Section 5.3 is amended and restated as follows:

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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association “The Non-Defaulting Party shall aggregate all Settlement Amounts into a single amount by: netting out (a) all Settlement Amounts that are due to the Defaulting Party, plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non-Defaulting Party pursuant to Article Eight or the Collateral Annex (as amended by Paragraph 10 Elections thereto), as applicable, plus any or all other amounts due to the Defaulting Party under this Agreement, including Unpaid Amounts owed by the Non-Defaulting Party to the Defaulting Party against (b) all Settlement Amounts that are due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement, including Unpaid Amounts owed by the Defaulting Party to the Non-Defaulting Party, so that all such amounts shall be netted out to a single liquidated amount (the “Termination Payment”) payable by one Party to the other. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate.”

37. Section 5.6 is amended as follows: In Option A, delete “(i)” in the third line and delete “and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party”.

38. Section 5.7 is amended as follows:
(i) In line 2, adding “beyond the relevant cure period set forth in Section 5.1” after “and be continuing”. (ii) In line 4, deleting the words “any or” and adding the words “or payments (including payment or performance obligations under the Collateral Annex, if applicable)” after “suspend performance”; and (iii) adding the following at the end of Section 5.7:
“In addition, if an Early Termination Date is declared pursuant to Section 5.2 following suspension of performance, the Settlement Amount for the suspended Transactions shall include the Gain or Loss resulting from the suspension of performance prior to the Early Termination Date. The Gain or Loss resulting from suspension of performance will be determined in a commercially reasonable manner by the Non-Defaulting Party as of the originally scheduled date for delivery had such suspension not occurred.”
ARTICLE SEVEN: LIMITATIONS. 39. Section 7.1 shall be amended by:
(i) adding “SET FORTH IN THIS AGREEMENT” after “INDEMNITY PROVISION” and before “OR OTHERWISE,” in the fifth sentence;
(ii) adding in the nineteenth line the words “PROVIDED, HOWEVER, NOTHING IN THIS SECTION

SHALL AFFECT THE ENFORCEABILITY OF THE PROVISIONS OF THIS AGREEMENT

EXPRESSLY ALLOWING FOR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO REMEDIES FOR FAILURE TO DELIVER/RECEIVE IN SECTIONS 4.1 AND 4.2, AND CALCULATION AND PAYMENT OF THE TERMINATION PAYMENT IN SECTIONS 5.2 AND

5.3.” immediately after the words “ANY INDEMNITY PROVISION SET FORTH IN THIS AGREEMENT OR OTHERWISE”; and
(iii) adding at the end of the last sentence the words “AND ARE NOT PENALTIES.”

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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS.

40. Section 8.4 is added as follows:
“In no event shall a Party be required to provide Credit Assurances or any other collateral that in the aggregate exceeds the Termination Payment plus the Independent Amount.”

41. Section 8.5 is added as follows: “UCC Waiver. The Collateral Annex sets forth the entirety of the agreement of the Parties regarding credit, collateral and adequate assurances in respect of the Transactions under this Agreement. Except as expressly set forth in the options elected by the Parties in respect of Sections 8.1 and 8.2, and as specified in the Collateral Annex and Paragraph 10 Elections thereto, neither Party:
(a) has or will have any obligation to post margin, provide letters of credit, pay deposits, make any other prepayments or provide any other financial assurances, in any form whatsoever, or (b) will have reasonable grounds for insecurity with respect to the creditworthiness of a Party that is complying with the relevant provisions of Article 8 and the Collateral Annex (as amended by Paragraph 10 Elections thereto) of this Master Agreement; and
(c) and all implied or express rights relating to financial assurances arising from Section 2-609 of the Uniform Commercial Code, or case law applying similar doctrines, are waived.” ARTICLE TEN: MISCELLANEOUS. 42. In Section 10.2, replace the phrase “(including any Confirmation accepted in accordance with Section

2.3)” with “(including any Confirmation confirming a Transaction)” in Sections 10.2(ii), (iii), (iv), (vi), (vii) and (viii).

43. Section 10.2(x) is deleted and replaced with the following:
“(x) it is an “eligible contract participant” within the meaning of Section 1a(18) of the Commodity Exchange Act.”

44. Section 10.2(xi) is deleted in its entirety and replaced with “(xi) [Reserved];”.

45. Section 10.4 is amended by adding the following to the end of the first sentence:
“, except where an express remedy or measure of damages is otherwise provided for such violation or breach, in which case the foregoing obligations shall not apply.”

46. Section 10.5 is amended by (i) deleting the words “which consent may be withheld in the exercise of its sole discretion” and replacing them with the words “which consent shall not be unreasonably withheld”, (ii) moving the parenthetical “(and without relieving itself from liability hereunder)” that appears in the fourth line so that it follows immediately after the text that follows subsection 10.5(i), and (iii) deleting the words from the beginning of clause (ii) through the words prior to “provided, however, that in each such case, any such assignee shall agree” and replacing them with:
“(ii) transfer or assign this Agreement to an Affiliate of such Party so long as (x) such Affiliate’s creditworthiness is equal to or higher than that of such Party or the Guarantor, if any, for such Party, or (y) the obligations of such Affiliate are guaranteed or otherwise supported by such Party or its Guarantor,

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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association if any, in accordance with a guaranty agreement or other credit support, in form, substance and amount and from a Guarantor or other credit support provider, in each case that is satisfactory to the other Party in its sole discretion, and (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of such Party whose creditworthiness is equal to or higher than that of such Party or its Guarantor, if any; provided, however, that in the case of any assignment pursuant to subsections (ii) or (iii) above, regardless of whether the assigning party is Party A or Party B, any such assignee (1) can make all of the representations and warranties of the assignor set forth herein after giving effect to such transfer, (2) complies with the non-assigning party’s know-your-customer and anti-money laundering internal rules, policies and procedures as reasonably and consistently applied, (3) such transferee has satisfied all of the credit support requirements of such Party under this Agreement, and (4) agrees”.

47. Section 10.6 shall be amended by (i) changing “NEW YORK” to “CALIFORNIA” in the first sentence, and (ii) replacing the second sentence “EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY

JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT” with the following:
“EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED

BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL

PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HEREBY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF

ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH

OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTY

HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY

SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS

LOCATED IN SAN FRANCISCO, CALIFORNIA, FOR ANY ACTION OR PROCEEDING

RELATING TO THIS AGREEMENT OR ANY TRANSACTION, AND EXPRESSLY WAIVES ANY

OBJECTION IT MAY HAVE TO SUCH JURISDICTION OR THE CONVENIENCE OF SUCH FORUM.

The Parties intend for the waiver in clause (a) above to be enforced to the fullest extent permitted under applicable law as in effect from time to time. To the extent that the waiver in clause (a) above is not enforceable at the time that any action or proceeding is filed in a court of the State of California by or against any Party, then (i) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of any Party, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (ii) the Parties shall share equally all fees and expenses of any referee appointed in such action or proceeding.”

48. Section 10.7 is amended by (i) deleting the word “facsimile” at the end of the second sentence and replacing it with “e-mail”; (ii) deleting the words “facsimile or” from the third sentence; and (iii) amending the fourth sentence by adding “, e-mail” after “by overnight United States mail”.

49. Section 10.8 shall be amended by:

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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (i) replacing the phrase “(including any Confirmation accepted in accordance with Section 2.3)” with the phrase “(including any Confirmation entered into hereunder)”; (ii) changing the words “parties” and “party” to “Parties” and “Party” in the third sentence; (iii) adding at the end of the second to last sentence: “and the rights of either Party pursuant to (i) Article 5, (ii) Section 7.1, (iii) Section 10.11, (iv) Waiver of Jury Trial and general reference provisions, if applicable, (v) the obligation of either Party to make payments hereunder, (vi) Section 10.6, (vii) Section

10.18, and (viii) Section 10.4 shall also survive the termination of the Agreement or any Transaction.”; and
(iv) adding the following to the end thereof: “This Master Agreement and any Confirmation hereunder may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. Delivery of an executed signature page of this Master Agreement and any Confirmation by electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page. The Parties may rely on electronic or scanned signatures as originals under this Master Agreement and any Confirmation.”

50. Section 10.9 is amended as follows:
(i) deleting the first sentence in its entirety and replacing it with the following: “Each Party agrees to provide copies of its records to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made pursuant to this Master Agreement if reasonably requested by the other Party.”;
(ii) in the second sentence insert the words “copies of” before the word “statements”; (iii) in the third sentence, the words “If any such examination reveals any inaccuracy in any statement,” are replaced by: “If the Parties determine that any statement, charge or computation contained any inaccuracy,”; and
(iv) add the following text at the end: “The Parties agree that such examination and audit refer only to the examination and audit of copies of the relevant books, records and telephone recordings provided by a Party and do not grant either Party the right to an on-premises examination and audit.”

51. Section 10.10 shall be amended by adding the following after the last sentence of Section 10.10:
“Each Party further agrees that, for purposes of this Agreement, the other Party is not a “utility” as such term is used in 11 U.S.C. Section 366, and each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. Section 366 in any bankruptcy proceeding wherein such Party is a debtor.

In any such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort.”

52. Section 10.11 is hereby deleted in its entirety and replaced with the following: “Confidentiality. If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to this Master Agreement to a third party (other than the Party’s employees, lenders, counsel, accountants or advisors, or any such representatives of a Party’s Affiliates, who have a need to know such information and have agreed to keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or

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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association independent system operator rule or in connection with any court or regulatory proceeding applicable to such Party or any of its Affiliates; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties agree and acknowledge that nothing in this Section 10.11 prohibits a Party from disclosing any one or more of the commercial terms of a Transaction (other than the name of the other Party unless otherwise agreed to in writing by the Parties) to any industry price source for the purpose of aggregating and reporting such information in the form of a published energy price index.

Party A and Party B acknowledge and agree that the Master Agreement and any Transactions entered into in connection therewith are subject to the requirements of the California Public Records Act (Government Code Section 7920 et seq.). In order to designate information as confidential, the disclosing party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.” However, the Disclosing Party’s failure to designate information as confidential does not waive or limit such party’s rights to object to the production of material or assert exemptions to the requested documents. The Parties agree not to over-designate material as confidential. Over-designation would include stamping whole agreements, entire pages or series of pages as “Confidential” that clearly contain information that is not confidential.

Upon request or demand of any third person or entity not a Party hereto pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information”), Party A or Party B, as applicable, will as soon as practical notify the other Party (the “Disclosing Party”) in writing via email that such request has been made. Subject to requirements under applicable law, including the California Public Records Act, the Party receiving such request or demand (the “Receiving Party”) will use reasonable efforts to provide the Disclosing Party at least 30 days’ notice before it produces Confidential Information to any third person or entity. The Disclosing Party will be solely responsible for taking at its sole expense whatever legal steps are necessary to prevent release of the Requested Confidential Information to the third party. If the Disclosing Party takes no such action after receiving the foregoing notice from the Receiving Party, the Receiving Party shall, at its discretion, be permitted to comply with the third party’s request or demand and is not required to defend against it. If Disclosing Party does take or attempt to take such action, the Receiving Party shall provide timely and reasonable cooperation to Disclosing Party, if requested by Disclosing Party, and Disclosing Party agrees to indemnify and hold harmless the Receiving Party, its officers, employees and agents (the “Receiving Party Indemnified Parties”), from any claims, liability, award of attorneys’ fees, or damages, and to defend any action, claim or lawsuit brought against any of the Receiving Party Indemnified Parties for the Receiving Party’s refusal to disclose any Requested Confidential Information.”

53. The following Mobile-Sierra clause shall be added as Section 10.12: “Standard of Review/Modifications. (a) Absent the agreement of all Parties to the proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement, whether proposed by a Party (to the extent that any waiver in subsection (b) below is unenforceable or ineffective as to such Party), a non-party or FERC acting sua sponte, shall solely be the “public interest” application of the “just and reasonable” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group Inc. v. Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 (2008) and further refined in NRG Power Marketing v. Maine Public Utilities Commission, 558 U.S. 165 (2010) (the “Mobile-Sierra” doctrine).

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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (b) In addition, and notwithstanding the foregoing subsection (a), to the fullest extent permitted by applicable law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under §§ 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable law or market conditions that may occur. In the event it were to be determined that applicable law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this subsection (b) shall not apply, provided that, consistent with the foregoing subsection (a), neither Party shall seek any such changes except solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in the foregoing section (a).”

54. The following new Section shall be added as Section 10.13: “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 evidenced on paper, the Confirmation, 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 shall object to the admissibility of the Confirmation or the Imaged Agreement (or photocopies of 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.”

55. The following new Section shall be added as Section 10.14: “Index Transactions. If the Contract Price for a Transaction is determined by reference to a third-party information source, then the following provisions shall be applicable to such Transaction:
(a) Market Disruption. If a Market Disruption Event occurs during a Determination Period, the Floating Price for the affected Trading Day(s) shall be determined by reference to the fallback Price Source specified in the Confirmation for the relevant Transaction, if any; provided, however, if no fallback Price Source is specified or if the Floating Price cannot be determined by reference to the fallback Price Source, then the Parties shall negotiate in good faith to agree on the Floating Price (or a method for determining the Floating Price), and if the Parties have not so agreed on or before the second Business Day following the first Trading Day on which the Market Disruption Event occurred or existed, then the Floating Price shall be deemed to be the arithmetic mean of the Floating Prices determined by at least three leading, independent dealers in the principal trading market for the relevant commodity, none of which are affiliates of either Party, taking into consideration the latest available quotation for the relevant commodity and any other information that the Parties and the dealers in good faith deem relevant. Such dealers will be jointly appointed by the Parties. If, by the fifth Business Day following the first Trading Day on which that Market Disruption Event occurred or existed, the Parties have not agreed upon the dealers or a determination of the Floating Price cannot be obtained from at least three dealers, the relevant Transaction(s) will be terminated as of such fifth Business Day in accordance with the methodology specified in Section 5.3, except that each Party will determine a Settlement Amount for the

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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Transaction(s), and the Settlement Amount will be an amount equal to (x) one-half the difference between the Settlement Amount of the Party with the higher Settlement Amount and the Settlement Amount of the Party with the lower Settlement Amount plus (y) the Settlement Amount of the Party with the lower Settlement Amount.
“Determination Period” means each calendar month a part or all of which is within the Delivery Period of a Transaction.
“Exchange” means, in respect of a Transaction, the exchange or principal trading market specified in the relevant Transaction.
“Floating Price” means a Contract Price specified in a Transaction that is based upon a Price Source. “Market Disruption Event” means, with respect to any Price Source, any of the following events:
(a) the failure of the Price Source to announce or publish the specified Floating Price or information necessary for determining the Floating Price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the Exchange or in the market specified for determining the Floating Price; (c) the temporary or permanent discontinuance or unavailability of the Price Source; (d) the temporary or permanent closing of any Exchange specified for determining the Floating Price; (e) a material change in the formula for or the method of determining the Floating Price; (f) a material change in the content, composition or constitution of the commodity or the contract on which the Floating Price is based; (g) the number of applicable contracts traded on the relevant Exchange on the relevant Trading Day is fewer than the minimum number of contracts specified in the applicable Confirmation; or (h) a material limitation is imposed on trading in the relevant contracts or commodity as specified in the applicable Confirmation.
“Price Source” means, in respect of a Transaction, the publication (or such other origin of reference, including an Exchange) containing (or reporting) the specified price (or prices from which the specified price is calculated) specified in the relevant Transaction. “RTO” means any regional transmission operator or independent system operator. “RTO Transaction” means a Transaction in which the Price Source is an RTO. “Trading Day” means a day in respect of which the relevant Price Source published or should have published the Floating Price.
(b) Revisions to Published Prices. For purposes of determining the Floating Price for any day, if the price published or announced on a given day or used or to be used to determine the Floating Price is subsequently revised and the revision is published or announced by the person responsible for that publication or announcement within the later of (1) one-hundred and eighty (180) days of the original publication, announcement or availability or (2) in the case of RTO Transactions only, within such longer time period as is consistent with the RTO’s procedures and guidelines, then either Party may notify the other Party of (i) that revision and (ii) the amount (if any) that is payable as a result of that revision. If, not later than thirty (30) days after publication or announcement of that revision, a Party gives notice that an amount is so payable, the Party that originally either received or retained such amount will, not later than three (3) Business Days after the effectiveness of that notice, pay, subject to any applicable conditions precedent, to the other Party that amount, together with interest at the Interest Rate for the period from and including the day on which

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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association payment originally was (or was not) made to but excluding the day of payment of the refund or payment resulting from that revision.”

56. The following new Section shall be added as Section 10.15: “Generally Accepted Accounting Principles. Any reference to “generally accepted accounting principles” shall mean, with respect to an entity and its financial statements, generally accepted accounting principles, consistently applied, adopted or used in the jurisdiction of the entity whose financial statements are being considered for the purposes of this Agreement.”

57. The following new Section shall be added as Section 10.16: “No Recourse Against Constituent Members. Party A and Party B are each 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.) and are each a public entity separate from their constituent members. Each Party will solely be responsible for all of such Party’s debts, obligations and liabilities accruing and arising out of this Agreement. Each Party agrees that it shall have no rights and shall not make any claims, take any actions or assert any remedies against any of the other Party’s constituent members, or the officers, directors, advisors, contractors, consultants or employees of the other Party or the other Party’s constituent members, in connection with this Agreement.”

58. The following is added as a new Section 10.17:
“Each Party acknowledges and agrees that (i) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute a “settlement payment” within the meaning of the Bankruptcy Code, (ii) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute a “margin payment” within the meaning of the Bankruptcy Code, (iii) each Party shall have the “contractual right” to terminate, liquidate, accelerate, or offset the transaction as a “master netting agreement participant” within the meaning of the Bankruptcy Code, (iv) electricity delivered hereunder constitutes a “good” under Section 503(b)(9) of the Bankruptcy Code, (v) the Parties are entities entitled to the rights under, and protections afforded by, Sections 362, 546, 553, 556, 560, 561 and 562 of the Bankruptcy Code, and (vi) each Transaction that is not executed or traded on a trading facility, as defined in the Commodity Exchange Act, is subject to individual negotiation by the Parties.”

59. The following is added as a new Section 10.18: “Severability. If any term, section, provision or other part of this Agreement, or the application of any term, section, provision or other part of this Agreement, is held to be invalid, illegal or void by a court or regulatory agency of proper jurisdiction, all other terms, sections, provisions or other parts of this Agreement shall not be affected thereby but shall remain in force and effect unless a court or regulatory agency holds that the provisions are not separable from all other provisions of this Agreement.” SCHEDULE M: GOVERNMENTAL ENTITY OR PUBLIC POWER SYSTEMS. 60. Schedule M is hereby deleted in its entirety and replaced with the following:
a. The Parties agree to add the following definitions to Article One: ““Act” means the Joint Exercise of Powers Act of California (Government Code Section 6500 et seq.).”

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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ““Governmental Entity or Public Power System” means a municipality, county, governmental board, public power authority, public utility district, joint action agency, or other similar political subdivision or public entity of the United States, one or more States or territories or any combination thereof.”
b. The following sentence shall be added to the end of the definition of “Force Majeure” in Article One:
“If the Claiming Party is a Governmental Entity or Public Power System, Force Majeure does not include any action taken by the Governmental Entity or Public Power System in its governmental capacity.”
c. The Parties agree to add the following representations and warranties to Section 10.2:
“each Party represents and warrants to the other Party that continuing throughout the term of this Master Agreement, with respect to this Master Agreement and each Transaction, as follows: (i) all acts necessary to the valid execution, delivery and performance of this Master Agreement, including without limitation, to the extent applicable, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures has or will be taken and performed as required under the Act and such Party’s bylaws, all applicable laws, ordinances, or other applicable regulations, (ii) all persons making up the governing body of such Party are the duly elected or appointed incumbents in their positions and hold such positions in good standing in accordance with the Act and other applicable laws, (iii) entry into and performance of this Master Agreement by such Party are for a proper public purpose within the meaning of the Act and all other relevant constitutional, organic or other governing documents and applicable law, (iv) the term of this Master Agreement does not extend beyond any applicable limitation imposed by the Act or other relevant constitutional, organic or other governing documents and applicable law, (v) such Party’s obligations to make payments with respect to this Master Agreement and each Transaction are unsubordinated obligations, and (vi) obligations to make payments hereunder do not constitute any kind of indebtedness of such Party or create any kind of lien on, or security interest in, any property or revenues of such Party which, in either case, is proscribed by any provision of the Act or any other relevant constitutional, organic or other governing documents and applicable law, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets.” d. The Parties agree to add the following sections to Article Three:
“Section 3.4(a) Party A’s Deliveries. Upon request by Party B, Party A shall provide Party B (i) certified copies of all ordinances, resolutions, public notices and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Party A of this Master Agreement and (ii) a certificate, signed by an authorized signatory of Party A, certifying the incumbency and signatures of the signatories of Party A executing this Master Agreement and any Confirmations executed in connection herewith, and setting forth the name and signatures of employees of Party A with authority to act on behalf of Party A.

Section 3.4(b) Party B ’s Deliveries. Upon request by Party A, Party B shall provide Party A (i) certified copies of all ordinances, resolutions, public notices and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Party B of this Master Agreement and (ii) a certificate, signed by an authorized signatory of Party B, certifying the incumbency and signatures of the signatories of Party B executing this Master Agreement and any

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Execution Version
19 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Confirmations executed in connection herewith, and setting forth the name and signatures of employees of Party B with authority to act on behalf of Party B.

Section 3.5 No Immunity Claim. Each Party warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to this Master Agreement, or any collateral securing each Party’s obligations under this Master Agreement from (a) suit, (b) jurisdiction of court (including a court located outside the jurisdiction of its organization), (c) relief by way of injunction, order for specific performance or recovery of property, (d) attachment of assets, or (e) execution or enforcement of any judgment; provided, however, that nothing in this Agreement shall waive the obligations and/or rights set forth in the California Government Claims Act (Government Code Section 810 et seq.).”

61. The Parties agree to add the following sentence at the end of Section 10.6 – Governing Law:
“IN RESPECT OF THE APPLICABILITY OF THE ACT AS HEREIN PROVIDED, THE LAWS OF THE STATE OF CALIFORNIA SHALL APPLY.”
SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS. 62. The Parties agree to add the following definitions to Schedule P: “CAISO Energy” means with respect to a Transaction, a Product under which the Seller shall sell and the Buyer shall purchase a quantity of energy equal to the hourly quantity without Ancillary Services (as defined in the California Independent System Operator (“CAISO”) Tariff) that is or will be scheduled as a schedule coordinator to schedule coordinator transaction pursuant to the applicable tariff and protocol provisions of the CAISO tariff, as amended from time to time for which the only excuse for failure to deliver or receive is an “Uncontrollable Force” as defined in the CAISO Tariff. “West Firm” or “WSPPC-Firm” means with respect to a Transaction, a Product defined by the WSPP Agreement as amended, in Service Schedule C as Firm Capacity/Energy Sale or Exchange Service. “WSPP Agreement” means the WSPP as amended from time to time.

63. The Parties agree to add the following new Section 7 to Schedule P: “Other Products and Service Levels: The Parties may agree to use a product/service level defined by a different agreement (i.e., the WSPP Agreement, the CAISO Tariff, etc.) for a particular Transaction.

Unless the Parties expressly state and agree that all the terms and conditions of such other agreement will apply to any such Transaction, the Transaction shall be subject to all the terms of this Agreement, except that (1) all service level/product definitions; (2) the regional reliability requirements and guidelines; and (3) Force Majeure/Uncontrollable Force definitions shall have the meaning ascribed to them in the different agreement in effect on the date the Transaction was entered into. Provided, however, with respect to Transactions subject to the WSPP Agreement, the methodology for calculating the payments for failure to deliver or receive, under Sections 4.1 and 4.2 hereto, shall be in accordance with Section 21.3 of the WSPP Agreement; provided further, that the “Accelerated Payment of Damages” addressed in Sections 4.1 and 4.2 hereto shall continue to apply to such payments if such election is made on the Cover Sheet.”
[Signatures appear on the following page.]

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20 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the Effective Date.

CENTRAL COAST COMMUNITY ENERGY,
a California joint powers authority

CLEAN POWER ALLIANCE OF
SOUTHERN CALIFORNIA, a California joint
powers authority
By:

Name:

Title:

By:

Name: Lindsay Descagnia
Title: Vice President, Power Supply

CENTRAL COAST COMMUNITY ENERGY,
a California joint powers authority

CLEAN POWER ALLIANCE OF
SOUTHERN CALIFORNIA, a California joint
powers authority
By:

Name:

Title:

By:

Name: Lindsay Descagnia
Title: Vice President, Power Supply
DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute (“EEI”) and National Energy Marketers Association (“NEM”) member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting therefrom. By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected.

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C o ntr act N o. 2 5 P M -1 6 7 8 1

A G R E E M E N T T O E N A B L E

F U T U R E P U R C H A S E S, S A L E S A N D E X C H A N G E S

O F P O W E R A N D O T H E R S E R VI C E S
e x e c ut e d b y t h e

B O N N E VI L L E P O W E R A D MI NI S T R A TI O N
a n d

C E N T R A L C O A S T C O M M U NI T Y E N E R G Y
T a bl e of C o nt e nt s
S e cti o n
P a g e

1. T e r m o f A g r e e m e nt ............................................................................................ 2

2. U n d e rl yi n g P r o vi si o n s ...................................................................................... 2

3. D efi niti o n s ........................................................................................................... 2

4. R e vi si o n o f E x hi bit s; I nt e r p r et ati o n .............................................................. 3

6. P o w e r S c h e d uli n g P r o vi si o n s ......................................................................... 4

7. N etti n g ................................................................................................................. 4

8. T e r mi n ati o n P r o vi si o n s .................................................................................... 4

9. A p pli c a bl e L a w ................................................................................................... 4 1 0. N oti c e s a n d C o nt a ct I nf o r m ati o n ................................................................... 5 1 1. E nti r e A g r e e m e nt .............................................................................................. 5 1 2. Di s p ut e R e s ol uti o n ............................................................................................ 5 1 3. Si g n at u r e s ........................................................................................................... 6 E x hi bit A B P A’ s W h ol e s al e P o w e r R at e S c h e d ul e s a n d G e n e r al R at e S c h e d ul e P r o vi si o n s
E x hi bit B B P A P o w e r S e r vi c e s S c h e d uli n g P r o vi si o n s E x hi bi t C W S P P A g r e e m e nt
T hi s A G R E E M E N T T O E N A B L E F U T U R E P U R C H A S E S, S A L E S A N D E X C H A N G E S O F P O W E R A N D O T H E R S E R VI C E S ( A gr e e m e nt), i s e x ec ut e d b y t h e U NI T E D S T A T E S O F A M E RI C A, D e p art m e nt of E n er g y, acti n g b y a n d t hr o u g h t h e B O N N E VI L L E P O W E R A D MI NI S T R A TI O N ( B P A), a n d C E N T R A L C O A S T C O M M U NI T Y E N E R G Y ( C u st o m er), a C o m m u nit y C h oic e A g gr e g at or , or g a ni z e d u n d er t h e l a w s of C alif or ni a . B P A a n d C u st o m er ar e s o m eti m e s r ef err e d t o i n di vi d u all y a s “ P art y” a n d c oll ecti v el y as “ P arti e s.”

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2 5 P M -1 6 7 8 1 , C e ntr al C o a st C o m m u nit y E n er g y 2

R E CI T A L S
T h e P arti e s wi s h t o pr o vi d e a c o ntr act u al m ec h a ni s m f or f ut ur e p urc h as e s, s al e s a n d e xc h a n g e s of P o w er (fir m a n d n o nfir m) a n d ot h er pr o d uct s a n d s er vic e s w hic h t h e P arti e s m a y a gr e e fr o m ti m e t o ti m e t o m a k e a v ail a bl e a s s p ecifi e d b el o w.

T hi s A gr e e m e nt i s n ot a pr e s e nt p urc h as e, s al e or e xc h a n g e of s uc h P o w er, or ot h er pr o d uct s a n d s er vic e s, a n d d o e s n ot c o n stit ut e a n y a d v a nc e a gr e e m e nt or o bli g ati o n f or a n y P art y t o m a k e a v ail a bl e or t o p urc h a s e or e xc h a n g e a n y a m o u nt of s uc h P o w er or ot h er pr o d uct s a n d s er vic e s.

B P A i s a ut h ori z e d p ur s u a nt t o l a w t o m ar k et el ectric p o w er a n d e n er g y g e n er at e d at v ari o u s F e d er al h y dr o el ectric pr oj ect s i n t h e P acific N ort h w e st or ac q uir e d fr o m ot h er r e s o urc e s, t o c o n str uct a n d o p er at e tr a n s mi s si o n f aciliti e s, t o pr o vi d e tr a n s mi s si o n a n d ot h er s er vic e s, a n d t o e nt er i nt o a gr e e m e nt s t o c arr y o ut s uc h a ut h orit y.

T h e P arti e s a gr e e as f oll o w s :

1. T E R M O F A G R E E M E N T
T hi s A gr e e m e nt s h all b ec o m e eff ecti v e at 2 4 0 0 h o ur s o n t h e d at e of e x ec uti o n ( Eff ecti v e D at e), a n d s h all t er mi n at e t hr e e y e ar s fr o m t h e Eff ecti v e D at e, u nl e s s t er mi n at e d e arli er i n acc or d a nc e wit h t h e t er mi n ati o n pr o vi si o n s s p ecifi e d i n S ecti o n 8 . All o bli g ati o n s a n d li a biliti e s accr u e d h er e u n d er ar e pr e s er v e d u ntil s ati sfi e d. E x ec uti o n of t hi s A gr e e m e nt s h all t er mi n at e a n y pri or ‘ A gr e e m e nt t o E n a bl e F ut ur e P urc h as e s, S al e s, or E xc h a n g e s of P o w er a n d Ot h er S er vic e s’ b et w e e n t h e P arti e s.

2. U N D E R L YI N G P R O VI SI O N S
U nl e s s ot h er wi s e s p ecifi e d i n t hi s A gr e e m e nt, all pr o vi si o ns r e q uir e d t o p erf or m eit h er P art y’ s o bli g ati o n s u n d er t hi s A gr e e m e nt s h all b e as d e scri b e d i n t h e W S P P A gr e e m e nt, att ac h e d h er et o a s E x hi bit C. C u st o m er h a s r e a d s uc h t er m s of t h e c urr e nt W S P P a gr e e m e nt a n d a gr e e s t o t h e i nc or p or ati o n of t h e t er m s r ef er e nc e d i n t hi s A gr e e m e nt, a n d a gr e e s t o r e vi e w a n y m o dific ati o n or a m e n d m e nt s t o t h e W S P P A gr e e m e nt a s s h o w n o n t h e W S P P w e bsit e , w w w. w s p p. or g . T h e pr o vi si o n s of t h e W S P P a gr e e m e nt p ert ai ni n g t o W S P P m e m b er s hi p r e q uir e m e nt s or W S P P a d mi ni str ati v e m att er s ar e n ot i nc or p or at e d i nt o t hi s A gr e e m e nt. 3 . D E FI NI TI O N S
C a pit ali z e d t er m s i n t hi s A gr e e m e nt s h all h a v e t h e m e a ni n g s d efi n e d b el o w. ( a) “ E xc e s s F e d er al P o w er” m e a ns e xc e s s F e d er al p o w er as d efi n e d i n S ecti o n 5 0 8 of P u blic L a w 1 0 4 -4 6.
( b) “ C o nfir m ati o n A gr e e m e nt” m e a n s a n a gr e e m e nt, c o n si st e nt wit h S ecti o n 3 2 of t h e W S P P A gr e e m e nt, c o nfir mi n g a tr a n s acti o n f or t h e p urc h as e a n d s al e of pr o d uct s a n d s er vic e s u n d er t h e W S P P A gr e e m e nt.

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2 5 P M -1 6 7 8 1 , C e ntr al C o a st C o m m u nit y E n er g y 3 (c) “ P o w er” m e a ns E xc e s s F e d er al P o w er or fir m or n o nfir m S ur pl us P o w er ( or b ot h) m a d e a v ail a bl e b y B P A, a n d fir m or n o nfir m c a p acit y or e n er g y or b ot h m a d e a v ail a bl e b y C u st o m er.
( d) “ S ur pl us P o w er” m e a ns s ur pl u s p e a ki n g c a p acit y, or s ur pl u s e n er g y or b ot h, a s d efi n e d i n S ecti o ns 5(f) a n d 9(c) of P u blic L a w 9 6 -5 0 1, a n d S ecti o n s 1(c) a n d 1( d) of P u blic L a w 8 8 -5 5 2.

4. R E VI SI O N O F E X HI BI T S; I N T E R P R E T A TI O N ( a) R e vi si o n of E x hi bit A
T h e W h ol es al e P o w er R at e Sc h e d ul e s a n d G e n er al R at e Sc h e d ul e Pr o visi o n s i ncl u d e d i n E x hi bit A s h all b e r e pl ac e d b y s ucc e s s or W h ol e s al e P o w er R at e Sc h e d ul e s a n d G e n er al R at e Sc h e d ul e Pr o visi o n s e st a bli s h e d i n acc or d a nc e wit h t h e pr o vi si o ns of S ecti o n 7(i) o f t h e N ort h w e st P o w er Act a n d F e d er al E n er g y R e g ul at or y C o m mi s si o n r ul e s a n d i s a v ail a bl e o n B P A’ s W e b sit e . ( b) R e vi si o n of E x hi bit B
B P A s h all r e vi s e a n d r e pl ac e E x hi bit B i n acc or d a nc e wit h t h e pr o vi si o n s c o nt ai n e d i n E x hi bit B.
(c) R e vi si o n of E x hi bit C
E x hi bit C s h all i ncl u d e all f ut ur e W S P P a m e n d m e nt s a n d r e visi o ns, u nl e s s a P art y n otifi e s t h e ot h er P art y i n writi n g t h at all or a p orti o n of a n a m e n d m e nt or r e vi si o n i s u n acc e pt a bl e wit hi n 3 0 d a y s of it s eff ecti v e d at e. If eit h er P art y fi n d s s uc h f ut ur e a m e n d m e nt s a n d r e visi o ns u n acc e pt a bl e, t h e n s uc h a m e n d m e nt s or r e vi si o n s s h all n ot b e i ncl u d e d i n E x hi bit C of t hi s A gr e e m e nt.
( d) I nt e r p r et ati o n
I n t h e e v e nt of a c o nflict b et w e e n t h e t er m s of a n y E x hi bit a n d t h e t er m s of t h e b o d y of t hi s A gr e e m e nt, t h e t er m s of t h e b o d y of t hi s A gr e e m e nt s h all pr e v ail.

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2 5 P M -1 6 7 8 1 , C e ntr al C o a st C o m m u nit y E n er g y 4

6. P O W E R S C H E D U LI N G P R O VI SI O N S
All p o w er tr a ns acti o n s u n d er t hi s A gr e e m e nt s h all b e sc h e d ul e d a n d i m pl e m e nt e d i n acc or d a nc e wit h t h e Sc h e d uli n g Pr o visi o ns i n E x hi bit B.

7. N E T TI N G
P a y m e nt a m o u nt s u n d er t hi s A gr e e m e nt s h all b e n ett e d i n acc or d a nc e wit h t h e P arti e s’ N etti n g A gr e e m e nt

8. T E R MI N A TI O N P R O VI SI O N S
E ac h P art y s h all h a v e t h e ri g ht t o t er mi n at e t hi s A gr e e m e nt u p o n 3 0 c al e n d ar d a y s’ writt e n n otic e t o t h e ot h er P art y; pr o vi de d, h o we ver , t h at if a n y C o nfir m ati o n A gr e e m e nt b et w e e n t h e P arti e s r e m ai n s i n eff ect aft er t h e t er mi n ati o n d at e of t hi s A gr e e m e nt a n d i nc or p or at e s b y r ef er e nc e, i n di vi d u all y or g e n er all y, pr o vi si o n s of t hi s A gr e e m e nt, s uc h pr o vi si o n s s h all s ur vi v e t h e t er mi n ati o n of t hi s A gr e e m e nt a n d b e bi n di n g o n t h e P arti e s u ntil aft er t h e t er mi n ati o n of t h e l a st s uc h a gr e e m e nt.

9. A P P LI C A B L E L A W
All tr a ns acti o n s u n d er t hi s A gr e e m e nt s h all b e s u bj ect t o F e d er al l a w g o v er ni n g t h e s al e, e xc h a n g e, or ot h er di s p o siti o n of P o w er a n d ot h er s er vic e s, i ncl u di n g b ut n ot li mit e d t o, P u blic L a w 7 5 -3 2 9 (t h e B o n n e vill e Pr oj ect Act, as a m e n d e d, 1 6 U. S. C. 8 3 2 et s e q.), P u blic L a w 8 8 -5 5 2 (t h e P acific N ort h w e st Pr ef er e nc e Act of A u g u st 3 1, 1 9 6 4, as a m e n d e d, 1 6 U. S. C. 8 3 7 et s e q.), P u blic L a w 9 3 -4 5 4 (t h e F e d er al C ol u m bi a Ri v er Tr a ns mi s si o n S y st e m Act, as a m e n d e d, 1 6 U. S. C. 8 3 8( a) et s e q.), P u blic L a w 9 6 -5 0 1 ( P acific N ort h w e st El ectric P o w er Pl a n ni n g a n d C o n s er v ati o n Act, 1 6 U. S. C. 8 3 9 et s e q.), a n d S ecti o n 5 0 8 of P u blic L a w 1 0 4 -4 6 (c o difi e d at 1 6 U. S. C. A. 8 3 2 m ( W est C u m. A n n. P oc k. Pt. 1 9 9 6)).

All s al e s of S ur pl u s P o w er f or us e o ut si d e t h e P acific N ort h w e st u n d er t hi s a gr e e m e nt ar e s u bj ect t o t h e pr o vi si o ns of P u blic L a w 8 8 -5 5 2 a n d S ecti o n 9(c) of P u blic L a w 9 6 -5 0 1, a n d t h e P arti e s h er e b y ac k n o wl e d g e t h eir r e s p ecti v e r e s p o n si biliti e s t h er e u n d er. P ur s u a nt t o P u blic L a w 8 8 -5 5 2, B P A s h all h a v e t h e ri g ht t o c urt ail a p orti o n of, or t er mi n at e all of: ( a) t h e c a p acit y as s oci at e d wit h a s ur pl u s fir m p e a ki n g c a p acit y s al e o n 6 0 m o nt h s’ writt e n n otic e; or ( b) t h e e n er g y a s s oci at e d wit h a s ur pl u s e n er g y s al e o n a 6 0 -d a y writt e n n otic e s p ecif yi n g t h e a m o u nt s a n d d ur ati o n of t h e c urt ail m e nt or t er mi n ati o n, if s uc h c a p acit y a n d/ or e n er g y i s n e e d e d t o m e et t h e c a p acit y a n d/ or e n er g y r e q uir e m e nt s i n t h e P acific N ort h w e st. S uc h c urt ail m e nt s t o C ust o m er s h all b e li mit e d t o t h e a m o u nt s a n d d ur ati o n n ec e s s ar y t o c o v er B P A’ s pr oj ect e d P acific N ort h w e st n e e d s. T h e s al e of c a p acit y a n d/ or e n er g y t o C u st o m er u n d er t hi s A gr e e m e nt s h all c o nti n u e i n m o nt h s d uri n g w hic h s uc h c a p acit y a n d/ or e n er g y i s n ot n e e d e d, as d et er mi n e d b y B P A, i n t h e P acific N ort h w e st.

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2 5 P M -1 6 7 8 1 , C e ntr al C o a st C o m m u nit y E n er g y 5 1 0. N O TI C E S A N D C O N T A C T I N F O R M A TI O N A n y n otic e r e q uir e d u n d er t hi s A gr e e m e nt t h at r e q uir e s s uc h n otic e t o b e pr o vi d e d u n d er t h e t er m s of t hi s s ecti o n s h all b e pr o vi d e d i n writi n g t o t h e ot h er P art y i n o n e of t h e f oll o wi n g w a y s:
( 1) d eli v er e d i n p er s o n ;
( 2) b y a n ati o n all y r ec o g ni z e d d eli v er y s er vic e wit h pr o of of r ec ei pt ; ( 3) b y U nit e d St at e s C ertifi e d M ail wit h r et ur n r ec ei pt r e q u est e d; ( 4) el ectr o nic all y, if b ot h P arti e s h a v e m e a ns t o v erif y t h e el ectr o nic n otic e’ s ori gi n, d at e, ti m e of tr a n s mitt al a n d r ec ei pt; or ( 5) b y a n ot h er m et h o d a gr e e d t o b y t h e P arti e s .

N otic e s ar e eff ecti v e w h e n r ec ei v e d. Eit h er P art y m a y c h a n g e t h e n a m e or a d dr e s s f or d eli v er y of n otic e b y pr o vi di n g n otic e of s uc h c h a n g e or ot h er m ut u all y a gr e e d m et h o d . T h e P arti e s s h all d eli v er n otic e s t o t h e f oll o wi n g p er s o n a n d a d dr e s s :

If t o C e ntr al C o a st C o m m u nit y E n er g y :

C e ntr al C o ast C o m m u nit y E n er g y
7 0 G ar d e n C o urt, S uit e 3 0 0
M o nt er e y, C A 9 3 9 4 0
Att n: M ari n a P a ntc h e n k o
D e p ut y G e n er al C o u n s el
P h o n e: 8 3 1 -2 1 5 -1 7 4 0
E -M ail: m p a ntc h e n k o @ 3 C E. or g
If t o B P A:

B o n n e vill e P o w er A d mi ni str ati o n
9 0 5 N E 1 1
t h
A v e.

P. O. B o x 3 6 2 1
P ortl a n d, O R 9 7 2 0 8 -3 6 2 1
Att n: Mic h ell e E. Lic ht e nf el s — P T L -5
Acc o u nt E x ec uti v e
P h o n e: 5 0 3 -2 3 0 -5 4 5 3
E -M ail: m elic ht e nf el s @ b p a. g o v
1 1. E N TI R E A G R E E M E N T
T hi s A gr e e m e nt, i ncl u di n g d oc u m e nt s e x pr e s sl y i nc or p or at e d b y r ef er e nc e, c o n stit ut e s t h e e ntir e a gr e e m e nt b et w e e n t h e P arti e s . It s u p er s e d e s all pr e vi o u s c o m m u nic ati o n s, r e pr e s e nt ati o n s, or c o ntr act s, eit h er writt e n or or al, w hic h p ur p ort t o d e scri b e or e m b o d y t h e s u bj ect m att er of t hi s A gr e e m e nt. 1 2. DI S P U T E R E S O L U TI O N
N ot wit h st a n di n g a n yt hi n g t o t h e c o ntr ar y i n t h e W S P P A gr e e m e nt, b ef or e i niti ati n g bi n di n g ar bitr ati o n p ur s u a nt t o S ecti o n 2 1. 3( d), 2 2. 3( e)(i), or 2 2. 3(f) of t h e W S P P A gr e e m e nt, or if t h e P arti e s el ect t o p ur s u e bi n di n g ar bitr ati o n of a n y ot h er di s p ut e, t h e P arti e s s h all dr aft a n d si g n a n a gr e e m e nt w hic h s h all m e et t h e r e q uir e m e nt s of t h e A d mi ni str ati v e Di s p ut e s R e s ol uti o n Act of 1 9 9 6, 5 U. S. C. § § 5 7 1 -5 8 4, i ncl u di n g t h e r e q uir e m e nt s t o s et f ort h t h e pr eci s e i s s u e i n di s p ut e, t h e a m o u nt i n c o ntr o v er s y a n d t h e m a xi m u m m o n et ar y a w ar d all o w e d. U n d er n o circ u m st a nc e s s h all s p ecific p erf or m a nc e b e a n a v ail a bl e r e m e d y a g ai n st B P A i n ar bitr ati o n.

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2 5 P M -1 6 7 8 1 , C e ntr al C o a st C o m m u nit y E n er g y 6 1 3. SI G N A T U R E S
T hi s A gr e e m e nt m a y b e e x ec ut e d i n s e v er al c o u nt er p art s, all of w hic h t a k e n t o g et h er will c o n stit ut e o n e si n gl e a gr e e m e nt, a n d m a y b e e x ec ut e d b y el ectr o nic si g n at ur e a n d d eli v er e d el ectr o nic all y. T h e P arti e s h a v e e x ec ut e d t hi s A gr e e m e nt a s of t h e l a st d at e i n dic at e d b el o w.

C E N T R A L C O A S T C O M M U NI T Y E N E R G Y U NI T E D S T A T E S O F A M E RI C A D e p art m e nt of E n er g y
B o n n e vill e P o w er A d mi ni str ati o n
B y B y

N a m e R o b ert M. S h a w N a m e Mic h ell e E. Lic ht e nf el s ( Pri nt / T y p e)

( Pri nt / T y p e)

Titl e C E O Titl e Acc o u nt E x ec uti v e

D at e D at e

MI C H E L L E

LI C H T E N F E L S
Di git all y si g n e d b y MI C H E L L E

LI C H T E N F E L S
D at e: 2 0 2 5. 0 8. 1 8 0 9: 4 9: 2 6
- 0 7' 0 0'

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2 5 P M -1 6 7 8 1 , C e ntr al C o a st C o m m u nit y E n er g y E x hi bit A, B P A’ s W h ol e s al e P o w er R at e Sc h e d ul e s a n d G e n er al R at e Sc h e d ul e Pr o vi si o n 1 of 1

E X HI BI T A
B P A’ S W H O L E S A L E P O W E R R A T E S C H E D U L E S A N D G E N E R A L R A T E

S C H E D U L E P R O VI SI O N S
B P A’ s W h ol e s al e P o w er R at e Sc h e d ul e s a n d G e n er al R at e Sc h e d ul e Pr o vi si o n s ar e a v ail a bl e o n t h e B P A w e b sit e, w w w. b p a. g o v .

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2 5 P M -1 6 7 8 1 , C e ntr al C o a st C o m m u nit y E n er g y E x hi bit B, B P A P o w er S er vic e s Sc h e d uli n g Pr o vi si o n s 1 of 1

E X HI BI T B

B P A P O W E R S E R VI C E S S C H E D U LI N G P R O VI SI O N S

1. P U R P O S E
U nl e s s ot h er wi s e s p ecifi e d, all tr a ns acti o n s s h all b e sc h e d ul e d i n acc or d a nc e wit h t h e W E C C, N ort h A m eric a n E n er g y St a n d ar d s B o ar d ( N A E S B), a n d t h e N ort h A m eric a n El ectric R eli a bilit y C o u ncil ( N E R C). T h e p ur p o s e of t hi s e x hi bit i s t o i d e ntif y p o w er sc h e d uli n g r e q uir e m e nt s a n d c o or di n ati o n pr oc e d ur e s n ec e s s ar y f or t h e d eli v er y of el ectric p o w er pr o d uct s b o u g ht or s ol d u n d er t hi s A gr e e m e nt.

2. P R E S C H E D U LI N G R E Q UI R E M E N T S
Fi n al h o url y Sc h e d ul e s m u st b e s u b mitt e d b y t h e C u st o m er t o B P A P o w er S er vic e s Pr e sc h e d ul e f or t h e n e xt d a y( s) tr a n s acti o ns b y 1 1 0 0 P T of e ac h Pr e sc h e d ul e D a y, u nl e s s ot h er wi s e a gr e e d. Aft er 1 1 0 0 P T Pr e sc h e d ul e s c a n b e acc e pt e d if m ut u all y a gr e e d t o b y B P A P o w er S er vic e s Pr e sc h e d ul e a n d t h e C u st o m er, a n d t h e Pr e sc h e d ul e s ar e acc e pt e d b y t h e tr a ns mi s si o n pr o vi d er( s).

3. R E VI SI O N S
B P A m a y u nil at er all y r e vi s e t hi s E x hi bit ( a) t o i m pl e m e nt c h a n g e s t h at B P A d et er mi n e s ar e n ec e s s ar y t o all o w it t o m e et it s p o w er a n d sc h e d uli n g o bli g ati o n s u n d er t hi s A gr e e m e nt, or ( b) t o c o m pl y wit h r e q uir e m e nt s of W E C C, N A E S B, or N E R C, or t h eir s ucc e s s or s or as si g ns.

B P A s h all pr o vi d e a n y writt e n m at eri al r e visi o n s of t hi s e x hi bit wit h a r e a s o n a bl e ti m e f or c o m m e nt, pri or t o B P A pr o vi di n g writt e n n otic e of t h e r e vi si o n. R e vi si o ns ar e eff ecti v e 2 d a ys aft er B P A pr o vi d e s writt e n n otic e of t h e r e visi o ns u nl e s s, i n B P A’ s s ol e j u d g m e nt, l e s s n otic e i s n ec e s s ar y t o c o m pl y wit h a n e m er g e nc y c h a n g e t o t h e r e q uir e m e nt s of W E C C, N A E S B, N E R C, or t h eir s ucc e s s or s or a s si g n s. I n t hi s c a s e, B P A s h all s p ecif y t h e eff ecti v e d at e of s uc h r e vi si o n s.

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2 5 P M -1 6 7 8 1 , C e ntr al C o a st C o m m u nit y E n er g y E x hi bit C, W S P P A gr e e m e nt
1 of 1

E X HI BI T C

W S P P A G R E E M E N T
T h e c urr e nt W S P P A gr e e m e nt i s a v ail a bl e fr o m t h e W S P P w e bsit e, w w w. w s p p. or g .

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EXECUTION VERSION
Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS.

ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.

33232831v1
Master Power
Purchase & Sale
Agreement

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ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.

33232831v1

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EXECUTION VERSION
i
Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

33232831v1

MASTER POWER PURCHASE AND SALE AGREEMENT

TABLE OF CONTENTS
COVER SHEET ......................................................................................................................1 GENERAL TERMS AND CONDITIONS ...................................................................................25 ARTICLE ONE: GENERAL DEFINITIONS .......................................................................25 ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS ......................................30

2.1 Transactions ...........................................................................................................30

2.2 Governing Terms ...................................................................................................30

2.3 Confirmation ..........................................................................................................30

2.4 Additional Confirmation Terms .............................................................................30

2.5 Recording ...............................................................................................................30 ARTICLE THREE: OBLIGATIONS AND DELIVERIES .......................................................31

3.1 Seller’s and Buyer’s Obligations ...........................................................................31

3.2 Transmission and Scheduling ................................................................................31

3.3 Force Majeure ........................................................................................................31 ARTICLE FOUR: REMEDIES FOR FAILURE TO DELIVER/RECEIVE ..........................31

4.1 Seller Failure ..........................................................................................................31

4.2 Buyer Failure .........................................................................................................31 ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES .....................................................32

5.1 Events of Default ...................................................................................................32

5.2 Declaration of an Early Termination Date and Calculation of Settlement Amounts .................................................................................................................33

5.3 Net Out of Settlement Amounts .............................................................................33

5.4 Notice of Payment of Termination Payment .........................................................33

5.5 Disputes With Respect to Termination Payment ...................................................33

5.6 Closeout Setoffs .....................................................................................................34

5.7 Suspension of Performance....................................................................................34 ARTICLE SIX: PAYMENT AND NETTING ....................................................................34

6.1 Billing Period .........................................................................................................34

6.2 Timeliness of Payment ...........................................................................................34

6.3 Disputes and Adjustments of Invoices ...................................................................35

6.4 Netting of Payments ...............................................................................................35

6.5 Payment Obligation Absent Netting ......................................................................35

6.6 Security ..................................................................................................................35

6.7 Payment for Options ..............................................................................................35

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33232831v1

6.8 Transaction Netting ................................................................................................35 ARTICLE SEVEN: LIMITATIONS ..........................................................................................36

7.1 Limitation of Remedies, Liability and Damages ...................................................36 ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS ................................36

8.1 Party A Credit Protection .......................................................................................36

8.2 Party B Credit Protection .......................................................................................38

8.3 Grant of Security Interest/Remedies ......................................................................39 ARTICLE NINE: GOVERNMENTAL CHARGES...............................................................40

9.1 Cooperation ............................................................................................................40

9.2 Governmental Charges...........................................................................................40 ARTICLE TEN: MISCELLANEOUS ..................................................................................40

10.1 Term of Master Agreement ....................................................................................40

10.2 Representations and Warranties .............................................................................40

10.3 Title and Risk of Loss ............................................................................................41

10.4 Indemnity ...............................................................................................................41

10.5 Assignment ............................................................................................................42

10.6 Governing Law ......................................................................................................42

10.7 Notices ...................................................................................................................42

10.8 General ...................................................................................................................42

10.9 Audit ......................................................................................................................43

10.10 Forward Contract ...................................................................................................43

10.11 Confidentiality .......................................................................................................43 SCHEDULE M: GOVERNMENTAL ENTITY OR PUBLIC POWER SYSTEMS ...... ERROR! BOOKMARK NOT DEFINED.

SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS .................................................46 EXHIBIT A: CONFIRMATION LETTER ..................................................................................54

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MASTER POWER PURCHASE AND SALE AGREEMENT

COVER SHEET
This Master Power Purchase and Sale Agreement (“Master Agreement”) is made as of the following date:
_____________, 2025 (“Effective Date”). The Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Section 2.3 hereto) shall be referred to as the “Agreement.” The Parties to this Master Agreement are the following:

Dynasty Power Inc (“Counterparty” or “Party A”) Central Coast Community Energy, a California Joint Powers Authority (“3CE” or “Party B”)
All Notices: All Notices:

Street: 411 8th Ave SW
City: Calgary, AB Postal Code: T2P 1E3
Address: 70 Garden Court, Suite 300
Monterey, CA 93940
Attn: Yan Petchatnikov
Phone: 587- 917-1267
E-mail: [email protected]
CC: [email protected]
Duns: 245230821
Federal Tax ID Number: 98-0674614
Attn: Byron Vosburg, COO
Phone: (831) 901-3359
E-mail:[email protected]
Duns: 080977851
Federal Tax ID Number: 82-2386705
With a copy to:

Attn: Power Services
[email protected]
Invoices and Payments:

Attn: DYNP Accounting
Phone: 403-305-4252
Email: [email protected]
Invoices:

Attn: Accounts Payable-Power Services
Phone: (831) 641-7218
E-mail: [email protected]
Scheduling:

Attn: Real Time Desk
Phone: 587-602-6262
E-mail [email protected]
Scheduling:

Attn: The Energy Authority
Phone: (425) 460-1110
E-mail: [email protected]
Confirmations:

Attn: Aisha Khan
Phone: 587-330-0686
E-mail [email protected]
Confirmations:

Attn: Tara Walling
Phone: (831) 641-7203
E-mail: [email protected]
Payments:

E-mail: [email protected]

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EXECUTION VERSION
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 33232831v1
after the end of each of its first three fiscal quarters of each fiscal year, a copy of Party B’s quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as Party B diligently pursues the preparation, certification and delivery of the statements.
(b) Credit Assurances:
[x] Not Applicable
[] Applicable
(c) Collateral Threshold:
[] Not Applicable
[x] Applicable
If applicable, the provisions of section 8.1(c) of the Agreement shall be replaced by the provisions of the Collateral Annex attached hereto.
(d) Downgrade Event:
[] Not Applicable
[x] Applicable
If applicable, complete the following:
[x] It shall be a Downgrade Event for Party B if Party B’s Credit Rating falls below BBB-from S&P or Baa3 from Moody’s or if Party B is not rates by either S&P or Moody’s.
[] Other: Specify:
(e) Guarantor for Party B: N/A

8.2 Party B Credit Protection:
(a) Financial Information:
[] Option A
[] Option B Specify:
[x] Option C Specify:

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EXECUTION VERSION
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 33232831v1
If requested by Party B, Party A shall deliver (i) within 150 days following the end of each fiscal year, a copy of Party A’s annual report containing audited consolidated financial statements for such fiscal year and (ii) within 90 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of such Party’s
quarterly report containing unaudited consolidated
financial statements for such fiscal quarter. In all cases the statements shall be for the most recent accounting
period and prepared in accordance with generally
accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as such
Party diligently pursues the preparation, certification and delivery of the statements.
(b) Credit Assurances:
[x] Not Applicable
[] Applicable
(c) Collateral Threshold:
[] Not Applicable
[x] Applicable
If applicable, the provisions of section 8.2 (c) of the Agreement shall be replaced by the provisions of the Collateral Annex attached hereto.
(d) Downgrade Event:
[x] Not Applicable
[] Applicable
If applicable, complete the following:
[] It shall be a Downgrade Event for Party A if Party A’s Credit Rating falls below BBB- from S&P or Baa3 from Moody’s or if Party A is not rated by either S&P or Moody’s.
[] Other:

Specify: It shall be a Downgrade Event for Party A if Party A’s Guarantor’s Credit Rating falls below ___ from S&P or ___ from Moody’s or if Party A is not rated by either S&P or Moody’s.
(e) Guarantor for Party A: ___________
Guarantee Amount: $___________

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EXECUTION VERSION
6 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 33232831v1
Article 10
Confidentiality [x] Confidentiality Applicable
Schedule M
[] Party A is a Governmental Entity or Public Power System [x] Party B is a Governmental Entity or Public Power System [] Add Section 3.6. If not checked, inapplicable
[] Add Section 8.4. If not checked, inapplicable. Collateral description as follows: See Schedule M
Other Changes This Master Power Purchase and Sale Agreement and the associated Collateral Annex incorporate, by reference, the changes published in the EEI Errata, Version 1.1, dated July 18, 2007.
1) Section 1.1 is amended by adding the following sentence at the end of the definition of “Affiliate”:
“Notwithstanding the foregoing, the Parties hereby agree and acknowledge that with respect to Party B the public entities designated as members or participants under the Joint Powers Agreement creating Party B shall not constitute or otherwise be deemed an “Affiliate” for the purposes of this Master
Agreement or any Confirmation executed in connection
therewith.”
2) Section 1.4 is amended by deleting the first sentence and replacing it to read as follows: “Business Day” means any day except a Saturday, Sunday, the Friday immediately following the Thanksgiving holiday or a Federal Reserve Holiday.
3) Section 1.23 shall be amended by:
(i) adding the phrase “or reasonably foreseeable by the Claiming Party” immediately before the phrase “as of the date the Transaction was agreed to,” in the third line; and (ii) inserting in the thirteenth line of this Subsection before the phrase “foregoing factors” the word “two.”
4) Section 1.24 is amended by adding before the period at the end thereof the following: “in accordance with Section 5.2 and with such present value calculated using the prime rate of interest as published from time to time under The Wall Street Journal for such period.”. 5) A new Section 1.26A is added as follows:

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EXECUTION VERSION
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“1.26A “Joint Powers Agreement” means the Joint Powers
Agreement, effective as of February 21, 2017, as amended, providing for the formation of Party B, as such agreement may be further amended or amended and restated.”
6) Section 1.27 is amended by deleting the phrase “or a foreign bank with a U.S. branch” and replacing it with the phrase “or a U.S. branch of a foreign bank domiciled in Canada or Europe.” 7) Section 1.46 is deleted in its entirety.
8) Section 1.51 is amended by (i) inserting the phrase “for delivery” in the second line after the word “purchases” and before the phrase “at the Delivery Point” and (ii) deleting the phrase “at Buyer’s option” from the fifth line and replacing it with the phrase “absent a purchase”.
9) Section 1.52 shall be amended by replacing “Standard & Poor’s Rating Group (a division of McGraw Hill, Inc.) with “S&P Global Ratings.”
10) Section 1.53 is amended by:
(i) deleting the phrase “at the Delivery Point” from the second line;
(ii) deleting the phrase in line 5 “at the Seller’s option” and replacing it with “absent a sale”; and
(iii) inserting after the word “liability” in the ninth line the following: “provided, further, if the Seller is unable after using commercially reasonable efforts to resell all or a portion of the Product not received by the Buyer, the Sales Price with respect to such unsold Product shall be deemed equal to zero (0).”
11) Section 1.56 is amended by deleting the words “pursuant to Section 5.2” and by adding before the period at the end thereof the following: “, as determined in accordance with Section 5.2.” 12) Section 1.60 is amended by inserting the words “in writing” immediately following the words “agreed to”
13) In Section 2.1, delete the first sentence in its entirety and replace with the following: “A Transaction, or an amendment, modification or supplement thereto, shall be entered into only upon a writing signed by both Parties.”
14) In Section 2.1, the last sentence is deleted in its entirety and replaced with the following:

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EXECUTION VERSION
8 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 33232831v1
“Each Party agrees not to contest, or assert any defense to, the validity or enforceability of the Transaction entered into in accordance with this Master Agreement based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction; provided, however, Party A acknowledges that Party B may only amend or
otherwise materially modify this Master Agreement pursuant to a writing executed by the chief executive officer of Party B.” 15) Section 2.3 is hereby deleted in its entirety and replaced with the following:
“2.3 Confirmation. A Transaction shall be entered into only by a written confirmation in a form mutually agreeable to both Parties and signed by both Parties (“Confirmation”).

Notwithstanding anything to the contrary in this Master Agreement, this Master Agreement and any and all
Confirmations may not be amended or modified except by an instrument in writing signed by both of the Parties. A
Confirmation shall control in the event of any conflict with the terms of this Master Agreement or any exhibit, schedule or written supplements thereto. Seller shall confirm a Transaction by forwarding to Buyer by email within five (5) Business Days after the Transaction is entered into, a partially-executed proposed form of Confirmation. If Seller fails to send a partially-executed proposed form of Confirmation within five (5) Business Days after the Transaction is agreed to, a partially-executed proposed form of Confirmation may be forwarded by Buyer to Seller by email for counter-signature. If the Party receiving the Confirmation fails to sign and return the Confirmation within five (5) Business Days, the Transaction shall be null and void, provided however, should the
Confirmation initiating Party elect to accept the signed confirmation after five (5) Business Days (the “Delayed Confirmation”), the Delayed Confirmation will be valid upon re-execution by the initiating Party. Notwithstanding anything to the contrary in this Master Agreement, the Master Agreement and any and all Transactions may not be orally amended or modified.”
16) Section 2.4 is hereby amended by deleting the words “either orally or” in the sixth line.
17) Section 2.5 is hereby deleted in its entirety and replaced with the following:
“2.5 Recording. Unless a Party expressly objects to a
Recording (defined below) at the beginning of a telephone conversation, each Party consents to the creation of a tape or electronic recording (“Recording”) of all telephone
conversations between the Parties to this Master Agreement, and

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EXECUTION VERSION
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 33232831v1
that any such Recordings will be retained in confidence and secured from improper access; provided, however, that both Parties acknowledge and agree that any such Recording may not be submitted as evidence in any proceeding or action relating to this Agreement. Each Party waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording and to obtain any necessary consent of such officers and employees.”
18) Section 3.2 is hereby amended by adding the following text to the end of the Section: “Product deliveries shall be scheduled in accordance with the then-current applicable tariffs, protocols, operating procedures and scheduling practices for the relevant region.”
19) Article Three is amended by adding the following new Section

3.4 at the end:
“3.4 Market Redesign. In the event the current definition of the Delivery Point set forth in a Transaction is modified, redefined, replaced or eliminated in the transmission provider’s or other applicable tariff, the parties agree to promptly negotiate in good faith to designate an alternate Delivery Point that reasonably approximates the characteristics of the originally designated Delivery Point so that the parties shall be in the same economic position after such designation as they were at the time the parties entered into such Transaction, or as mutually agreed to by the parties. Failure of the parties to so agree shall constitute a Market Disruption Event.”
20) In Section 5.1(a) change “three (3) Business Days” to “five (5) Business Days”.
21) In Section 5.1(g), delete the phrase “or becoming capable at such time of being declared,” on the eighth line of the Section, and add the following at the end of the Section:
“provided, however, that no default or event of default shall be deemed to have occurred under this Section 5.1(g) to the extent that any applicable cure period or grace period is available;” 22) Section 5.1(h)(v) - “Events of Default”
Add “made in connection with this Agreement” after “any guara 23) Section 5.1 is further amended by replacing the period at the end of subsection (h) with a semicolon, and adding new subsections which read as follows:
“(i) a representation or warranty with respect to the Defaulting Party’s financial statement that is false or misleading if such

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EXECUTION VERSION
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false or misleading statement is not be remedied within thirty (30) Business Days after written notice;”
“(j) revocation or suspension by the Federal Energy Regulatory Commission of Party A’s authorization to make sales at market-based rates, and Party A is unable to reinstate such authorization within ninety (90) days;”
“(k) Either Party: (i) commits an Event of Default under or otherwise defaults under one or more of the Security Documents (as defined below in Schedule M) and such Event of Default or default continues after giving effect to any applicable notice requirement or cure or grace period; or (ii) disaffirms, disclaims or repudiates any Security Document; or”
“(l) A Party or its Guarantor suffering or being the subject of a default, event of default, termination event, breach or other similar condition or event (howsoever expressed) that has not been remedied within the applicable grace periods under any other agreement or instrument (including, without limitation, commodity and financial derivative agreements or transactions) between a Party or one of its Affiliates and the other Party or one of its Affiliates, where the result of such event has been the termination and liquidation of transactions and the acceleration of amounts due thereunder.”
24) Section 5.2 is amended by:
(i) deleting the following phrase from the last line: “as soon thereafter as is reasonably practicable”; and
(ii) adding the following to the end of that provision: “then each such Transaction shall be terminated as soon
thereafter as reasonably practicable, and upon termination shall be deemed to be a Terminated Transaction and the
Termination Payment payable in connection with all such Transactions shall be calculated in accordance with Section

5.3 below). The Gains and Losses for each Terminated
Transaction shall be determined by the Non-Defaulting
Party calculating the amount that would be incurred or
realized to replace or to provide the economic equivalent of the remaining payments or deliveries in respect of that Terminated Transaction. In making such calculation, the Non-Defaulting Party may reference information supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets. Third parties supplying such information may include dealers, brokers and information vendors, including, without limitation, Intercontinental Exchange, Inc. If the Non-Defaulting

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does not meet within the ten (10) Business Day period
specified in Section 5.8(b)(1) above, either Party may
pursue such remedies as are available at law or in
equity.
28) Section 7.1 shall be amended by:
(i) adding “SET FORTH IN THIS AGREEMENT” after
“INDEMNITY PROVISION” and before “OR
OTHERWISE,” in the fifth sentence;
(ii) adding in the nineteenth line the words “PROVIDED,

HOWEVER, NOTHING IN THIS SECTION SHALL

AFFECT THE ENFORCEABILITY OF THE

PROVISIONS OF THIS AGREEMENT EXPRESSLY

ALLOWING FOR SPECIAL DAMAGES, INCLUDING

BUT NOT LIMITED TO REMEDIES FOR FAILURE TO
DELIVER/RECEIVE IN SECTIONS 4.1 AND 4.2, AND

CALCULATION AND PAYMENT OF THE
TERMINATION PAYMENT IN SECTIONS 5.2 AND

5.3.” immediately after the words “ANY INDEMNITY

PROVISIONS SET FORTH IN THIS AGREEMENT OR
OTHERWISE”; and
(iii) adding at the end of the last sentence the words “AND ARE NOT PENALTIES.”
29) In Sections 8.1(b) and 8.2(b), change “three (3) Business Days” to “five (5) Business Days”.
30) In Sections 8.1(d) and 8.2(d) on line 5, change “three (3) Business Days” to “five (5) Business Days” and before the comma in line five, add “or fails to maintain such Performance Assurance or guaranty or other credit assurance for so long as the Downgrade Event is continuing, and does not restore such Performance Assurance within five (5) Business Days of receipt of notice”. 31) Section 8.4 is added as follows:
“Security Value Limitation. In no event shall a Party be required to provide Credit Assurances, Independent Amounts or any other collateral that in the aggregate exceeds Termination Payment plus the Independent Amount.”
32) In Section 10.2, delete the phrase “or Potential Event of Default” from Section 10.2(vii).
33) In Section 10.2(viii) add to the end: “; information and explanations of the terms and conditions of each such Transaction shall not be considered investment or trading advice or a recommendation to enter into that Transaction; no communication (written or oral) received from the other party shall be deemed to be

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an assurance or guarantee as to the expected results of that Transaction; and the other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction;”.
34) Section 10.2 is further amended by deleting the word “and” at the end of subsection (xi), by replacing the period at the end of subsection (xii) with a semicolon, and by adding the following new subsections at the end thereof :
“(xiii) each Transaction that is not executed or traded on a trading facility, as defined in the Commodity Exchange Act, is subject to individual negotiation by the Parties;
(xiv) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments”;
(xv) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments”; and
(xvi) each Party’s rights under Section 5.2, Declaration of an Early Termination Date and Calculation of Settlement Amounts, and Section 5.3, Net Out of Settlement Amounts constitute a “contractual right to liquidate” Transactions.
(xvii) it is an “eligible commercial entity” within the meaning of Section 1a (17) of the Commodity Exchange Act, as amended by the Commodity Futures Modernization Act of 2000 (the “Commodity Exchange Act”);
(xviii) it is an “eligible contract participant” within the meaning of Section 1a (18) of the Commodity Exchange Act.”
35) Section 10.2(ix) shall be deleted in its entirety and replaced with the following:
“it is a “forward contract merchant” within the meaning of the Title 11 of the United States Code, as amended (the “Bankruptcy Code”), all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute a “settlement payment” within the meaning of the Bankruptcy Code, all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute a “margin payment” within the meaning of the Bankruptcy Codes, each Party shall have the “contractual right” to terminate, liquidate, accelerate, or offset the transaction as a “master netting agreement participant” within the meaning of the Bankruptcy Code, electricity delivered hereunder constitutes a “good” under Section 503(b)(9) of the Bankruptcy Code, and the Parties are entities entitled to the rights under, and protections afforded by,

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Sections 362, 546, 553, 556, 560, 561 and 562 of the Bankruptcy Code.”
36) Section 10.5 shall be amended by deleting the words from the beginning of clause (ii) through the words prior to “provided, however” and replacing them with:
“(ii) transfer or assign this Agreement to an Affiliate of such Party so long as (x) such Affiliate’s creditworthiness is equal to or higher than that of such Party or the Guarantor, if any, for such Party, or (y) the obligations of such Affiliate are guaranteed by such Party or its Guarantor, if any, in accordance with a guaranty agreement in form and substance satisfactory to the other Party, and (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of such Party whose creditworthiness is equal to or higher than that of such Party or its Guarantor, if any”
37) Section 10.6 shall be amended by deleting the sentence “EACH

PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY

TRIAL WITH RESPECT TO ANY LITIGATION ARISING
UNDER OR IN CONNECTION WITH THIS AGREEMENT.”;”
and adding the following after the last line: “(a) EACH PARTY

HEREBY IRREVOCABLY WAIVES, TO THE FULLEST

EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT

MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL

PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT

OF OR RELATING TO THIS AGREEMENT (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

EACH PARTY HEREBY (i) CERTIFIES THAT NO

REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER

PERSON HAS REPRESENTED, EXPRESSLY OR

OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN

THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER, AND (ii) ACKNOWLEDGES THAT IT

AND THE OTHER PARTY HERETO HAVE BEEN INDUCED

TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER

THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS

IN THIS SECTION AND THE DISPUTE RESOLUTION
PROVISIONS SET FORTH IN SECTION 5.8. (b) IN THE EVENT

A PARTY SEEKS TO ENFORCE ANY RIGHTS HEREUNDER

PURSUANT TO LITIGATION (WHERE SUCH RIGHT IS NOT
BARRED BY Section 5.8). (b) “EACH PARTY SUBMITS TO

THE EXCLUSIVE JURISDICTION OF THE FEDERAL

COURTS LOCATED IN SAN FRANCISCO, CALIFORNIA, FOR

ANY ACTION OR PROCEEDING RELATING TO THIS

AGREEMENT OR ANY TRANSACTION, AND EXPRESSLY

WAIVES ANY OBJECTION IT MAY HAVE TO SUCH
JURISDICTION OR THE CONVENIENCE OF SUCH FORUM.”

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The Parties intend for the waiver in clause (a) above to be enforced to the fullest extent permitted under applicable law as in effect from time to time. To the extent that the waiver in clause (a) above is not enforceable at the time that any action or proceeding is filed in a court of the State of California by or against any Party in connection with any of the transactions contemplated by this Agreement, then (i) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of any Party, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (ii) the Parties shall share equally all fees and expenses of any referee appointed in such action or proceeding.” 38) In Section 10.6 change “NEW YORK” to “CALIFORNIA”
39) Section 10.8 shall be amended by:
(i) adding at the end of the second to last sentence: “and the rights of either Party pursuant to (i) Article 5, (ii) Section

7.1, (iii) Section 10.11 (iv) Waiver of Jury Trial provisions, if applicable, (v) the obligation of either Party to make payments hereunder, (vi) Section 10.6 (vii) Section 10.13 and (viii) section 10.4 shall also survive the termination of the Agreement or any Transaction.”; and
(ii) adding the following to the end thereof: “This Master Agreement may be signed in any number of counterparts
with the same effect as if the signatures to counterparty were upon a single instrument. Delivery of an executed
signature page of this Master Agreement and any
Confirmation by facsimile or electronic mail transmission shall be effective as delivery of a manually executed
signature page.”
40) In section 10.9 insert the words “copies of” after the word “examine” in line 2.
41) Section 10.10 shall be amended by adding the following after the last sentence of Section 10.10:
“Each Party further agrees that, for purposes of this Agreement, the other Party is not a “utility” as such term is used in 11 U.S.C.

Section 366, and each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. Section 366 in any bankruptcy proceeding wherein such Party is a debtor. In any

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such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort.”
42) Section 10.11, shall be amended by adding the following:
(i) the phrase “or the completed Cover Sheet to this Master Agreement” immediately before the phrase “to a third party” in line three;
(ii) the phrase “, or any such representatives of a Party’s Affiliates,” immediately after the phrase “counsel, accountants, or advisors” in line four;
(iii) in the seventh line thereof, between the word “proceeding” and the semi-colon, which immediately follows, the words “applicable to such Party or any of its Affiliates”;
(iv) an additional sentence at the end of Section 10.11: “The Parties agree and acknowledge that nothing in this Section 10.11 prohibits a Party from disclosing any one or more of the commercial terms of a Transaction (other than the name of the other Party unless otherwise agreed to in writing by the Parties) to any industry price source for the purpose of aggregating and reporting such information in the form of a published energy price index.”; and
(v) the following at the end of the last sentence: “Party A and Party B acknowledge and agree that the Master Agreement and any Confirmations executed in connection therewith are subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.). Party B
acknowledges that Party A may submit information to Party B that the other party considers confidential, proprietary, or trade secret information pursuant to the Uniform Trade Secrets Act (Cal. Civ. Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act (Government Code Sections 6254 and
6255). Party A acknowledges that Party B may submit to Party A information that Party B considers confidential or proprietary or protected from disclosure pursuant to exemptions to the California Public Records Act (Government Code sections 6254 and 6255). In order to designate information as confidential, the disclosing party must clearly stamp and identify the specific portion of the material designated with the word
"Confidential". The parties agree not to over-designate material as confidential. Over-designation would include stamping whole agreements, entire pages or series of pages as
Confidential that clearly contain information that is not confidential. Upon request or demand of any third person or entity not a party to this Agreement (“Requestor”) for
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designated by a Party as confidential information (such designated information, the “Confidential Information” and the disclosing Party, the “Disclosing Party”), the Party receiving such request (the “Receiving Party”) as soon as practical, shall notify the Disclosing Party that such request has been made as specified in the Cover Sheet. The Disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be Confidential
Information and to prevent release of information to the Requestor by the Receiving Party. If the Disclosing Party takes no such action after receiving the foregoing notice from the Receiving Party, the Receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it.”
43) The following Mobile-Sierra clause shall be added as Section

10.12:

10.12 Standard of Review/Modifications.
(a) Absent the prior mutual written agreement of all parties to the contrary, the standard of review for any proposed changes to the rates, terms, and/or conditions of service of this Agreement or any Transaction entered into thereunder, whether proposed by a Party, a non-party or FERC acting sua sponte, shall be the Mobile Sierra “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan
Stanley Capital Group Inc. v. Public Utility District No. 1 of Snohomish County, Nos. 06-1457, 128 S.Ct. 2733 (2008) and consistent with the order of the Supreme Court in NRG Power Marketing, LLC, et al., v. Maine Public Utilities Commission et al. No. 08-674, 130 S.Ct. 693 (2010) (“NRG Order”). As to all other persons, the Parties intend and agree that the same standard applies, to the maximum degree permitted under the NRG Order.”
(b) In addition, and notwithstanding the foregoing subsection (a), to the fullest extent permitted by applicable law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under §§ 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge,
classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent

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permitted by applicable law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable law or market conditions that may occur. In the event it were to be determined that applicable law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this subsection (b) shall not apply, provided that, consistent with the foregoing subsection (a), neither Party shall seek any such changes except solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in the foregoing section (a). 44) The following shall be added as a new Section 10.13:
“Party B’s Deliveries. On the Effective Date and as a condition to the obligations of Party A under this Agreement, Party B shall provide to Party A a certificate, dated as of the Effective Date and signed by an authorized signatory of Party B, certifying as to the completeness and correctness of attached copies of (i) the deliveries of Party B under Section 3.4, and (ii) the incumbency and signatures of the signatories of Party B executing this Master Agreement and any Confirmations executed in
connection herewith, and setting forth the name and signatures of employees of Party B with authority to act on behalf of Party B.”
45) The following shall be added as a new Section 10.14:
“Party A’s Deliveries. On the Effective Date and as a condition to the obligations of Party B under this Agreement, Party A shall provide to Party B a certificate, dated as of the Effective Date and signed by an authorized signatory of Party A, certifying as to the completeness and correctness of attached copies of (i) a certificate of Status issued by the Registrar of Corporations of the Government of Alberta of a recent date and (ii) the incumbency and signatures of the signatories of Party A executing this Master Agreement and any Confirmations
executed in connection herewith.”
46) The following shall be added as a new Section 10.15:
“Physical Transactions. The Parties understand and agree that the Transactions under this Agreement are physical transactions for deferred delivery, and that the Parties contemplate making or taking physical delivery of electric energy. Party B is a commercial entity engaged in the business of delivering electric energy to its retail load and routinely makes or takes delivery of

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electric energy in order to provide service to its retail electric customers.”
47) The following new Section shall be added as Section 10.16:
“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
evidenced 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, 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 shall 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.”
48) The following new Section shall be added as Section 10.17:
“Index Transactions. If the Contract Price for a Transaction is determined by reference to a third-party information source, then the following provisions shall be applicable to such Transaction:
(i) Market Disruption. If a Market Disruption Event
occurs during a Determination Period, the Floating Price for the affected Trading Day(s) shall be determined by reference to the Floating Price specified in the Transaction for the first Trading Day thereafter on which no Market Disruption Event exists; provided, however, if the Floating Price is not so determined within three (3) Business Days after the first Trading Day on which the Market Disruption Event occurred or existed, then the Parties shall negotiate in good faith to agree on a Floating Price (or a method for determining a Floating Price), and if the Parties have not so agreed on or before the twelfth Business Day following the first Trading Day on which the Market Disruption Event occurred or existed, then the Floating Price shall be determined in good faith by taking the average of two dealer quotes obtained from dealers of the highest credit standing which satisfy all the criteria that the Seller applies generally at the time in deciding to offer or to make an extension of credit.

Notwithstanding the foregoing and subject to time limitations set forth in Sub-Section (ii) below, if the Parties have

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determined a Floating Price pursuant to this Sub-Section (i) and at a later date the responsible Price Source announces or publishes the relevant Floating Price, then such Floating Price shall be treated as a corrected price pursuant to Sub-Section (ii) below.”
“Determination Period” means each calendar month, a part or all of which, is within the Delivery Period of a Transaction. “Exchange” means, in respect of a Transaction, the exchange or principal trading market specified in the relevant Transaction. “Floating Price” means a Contract Price specified in a
Transaction that is based upon a Price Source.
“Market Disruption Event” means, with respect to any Price Source, any of the following events: (a) the failure of the Price Source to announce or publish the specified Floating Price or information necessary for determining the Floating Price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the Exchange or in the market specified for determining a Floating Price; (c) the temporary or permanent discontinuance or unavailability of the Price Source; (d) the temporary or permanent closing of any Exchange specified for determining a Floating Price; or (e) a material change in the formula for or the method of determining the Floating Price. “Price Source” means, in respect of a Transaction, the
publication (or such other origin of reference, including an Exchange) containing (or reporting) the specified price (or prices from which the specified price is calculated) specified in the relevant Transaction.
“Trading Day” means a day in respect of which the relevant Price Source published the Floating Price.
(ii) Corrections to Published Prices. For purposes of
determining a Floating Price for any day, if the price published or announced on a given day and used or to be used to determine a relevant price is subsequently corrected and the correction is published or announced by the person responsible for that publication or announcement within one hundred and eighty days (180) days of the original publication or announcement, either Party may notify the other Party of (i) that correction and (ii) the amount (if any) that is payable as a result of that correction. If, not later than thirty (30) days after publication or announcement of that correction, a Party gives notice that an amount is so payable, the Party that originally either received or retained such amount will, not later than three (3) Business Days after the effectiveness of that notice, pay, subject to any

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applicable conditions precedent, to the other Party that amount, together with interest at the Interest Rate for the period from and including the day on which payment originally was (or was not) made to but excluding the day of payment of the refund or payment resulting from that correction.
(iii) Calculation of Floating Price. For purposes of
calculating a Floating Price, all numbers shall be rounded to four (4) decimal places. If the fifth (5th) decimal number is five (5) or greater, then the fourth (4th) decimal number shall be increased by one (1), and if the fifth (5th) decimal number is less than five (5), then the fourth (4th) decimal number shall remain unchanged.”
49) The following new Section shall be added as Section 10.18:

Generally Accepted Accounting Principles. Any reference to “generally accepted accounting principles” shall mean, with respect to an entity and its financial statements, generally accepted accounting principles, consistently applied, adopted or used in the jurisdiction of the entity whose financial statements are being considered for the purposes of this Agreement.”
50) The following new Section shall be added as Section 10.19:
“10.19 No Waiver of Rights. Unless otherwise provided herein, a failure or delay of either Party to exercise any right or remedy under this Agreement shall not operate to impair, limit, preclude, cancel, waive or otherwise affect such right or remedy.” 51)The following new Section shall be added as Section 10.20:

No Recourse Against Constituent Members of Party B.

Party B 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.) and is a public entity separate from its constituent members.

Party B will solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement in accordance with the Security Agreements. Party A will
have no rights and will not make any claims, take any
actions or assert any remedies against any of Party B’s constituent members, or the officers, directors, advisors, contractors, consultants or employees of Party B or Party B’s constituent members, in connection with this
Agreement.

SCHEDULE M: GOVERNMENTAL ENTITY OR PUBLIC POWER SYSTEM

1. Schedule M is hereby deleted in its entirety and replaced with the following:

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a. The Parties agree to add the following definitions to Article One:
““Act” means the Joint Exercise of Powers Act of California (Government Code Section 6500 et seq.).”
““Governmental Entity or Public Power System” means a municipality, county, governmental board, public power authority, public utility district, joint action agency, or other similar political subdivision or public entity of the United States, one or more States or territories or any combination thereof.”
b. The following sentence shall be added to the end of the definition of “Force Majeure” in Article One:
“If the Claiming Party is a Governmental Entity or Public Power System, Force Majeure does not include any action taken by the Governmental Entity or Public Power System in its governmental capacity.”
c. The Parties agree to add the following representations and warranties to Section 10.2:
“each Party represents and warrants to the other Party that continuing throughout the term of this Master Agreement, with respect to this Master Agreement and each Transaction, as follows: (i) all acts necessary to the valid execution, delivery and performance of this Master Agreement, including without limitation, to the extent applicable, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures has or will be taken and performed as required under the Act and such Party’s bylaws, all applicable laws, ordinances, or other applicable regulations, (ii) all persons making up the governing body of such Party are the duly elected or appointed incumbents in their positions and hold such positions in good standing in accordance with the Act and other applicable laws, (iii) entry into and performance of this Master Agreement by such Party are for a proper public purpose within the meaning of the Act and all other relevant constitutional, organic or other governing documents and applicable law, (iv) the term of this Master Agreement does not extend beyond any applicable limitation imposed by the Act or other relevant constitutional, organic or other governing documents and applicable law, (v) such Party’s obligations to make payments with respect to this Master Agreement and each Transaction are unsubordinated obligations, and (vi) obligations to make payments hereunder do not constitute any kind of indebtedness of such Party or create any kind of lien on, or security interest in, any property or revenues of such Party which, in either case, is proscribed by any provision of the Act or any other relevant constitutional, organic or other governing documents and applicable law, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets.” d. The Parties agree to add the following sections to Article Three:
“Section 3.4(a) Party A’s Deliveries. Upon request by Party B, Party A shall provide Party B (i) certified copies of all ordinances, resolutions, public notices and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Party A of this Master Agreement and (ii) a certificate, signed by an authorized signatory of Party A, certifying the incumbency and signatures of the signatories of Party A executing this Master Agreement and any Confirmations executed in connection

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herewith, and setting forth the name and signatures of employees of Party A with authority to act on behalf of Party A.

2. The Parties agree to add the following sentence at the end of Section 10.6 – Governing Law:
“IN RESPECT OF THE APPLICABILITY OF THE ACT AS HEREIN PROVIDED, THE LAWS OF THE STATE OF CALIFORNIA SHALL APPLY.”
SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS.

1. The Parties agree to add the following definitions to Schedule P:
““CAISO Energy” means with respect to a Transaction, a Product under which the Seller shall sell and the Buyer shall purchase a quantity of energy equal to the hourly quantity without Ancillary Services (as defined in the California Independent System Operator (“CAISO”) Tariff) that is or will be scheduled as a schedule coordinator to schedule coordinator transaction pursuant to the applicable tariff and protocol provisions of the CAISO Tariff, as amended from time to time for which the only excuse for failure to deliver or receive is an “Uncontrollable Force” as defined in the CAISO Tariff.” ““West Firm” or “WSPPC-Firm” means with respect to a Transaction, a Product defined by the WSPP Agreement as amended, in Service Schedule C as Firm Capacity/Energy Sale or Exchange Service.”
““WSPP Agreement” means the WSPP as amended from time to time.”

2. The Parties agree to add the following new Section 7 to Schedule P: “Other Products and Service Levels: If the Parties agree to a service level defined by a different agreement (e.g., the WSPP Agreement, the California Independent System Operator Tariff, etc.) for a

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particular Transaction, then, unless the Parties expressly state and agree that all the terms and conditions of such other agreement will apply, such reference to a service level/product shall be defined by such other agreement, including, if applicable, the regional reliability requirements and guidelines as well as the excuses for performance, Force Majeure, Uncontrollable Forces, or other such excuses applicable to such other agreement, to the extent inconsistent with the terms of this Agreement, but all other terms and conditions of this Agreement shall remain applicable including, without limitation, Section 2.2.”

3. The Parties may from time to time by notice to each other mutually agree to adopt product definitions, delivery point language and definitions, and conversion conventions, that are posted by the Edison Electric Institute to its website as optional language for the Master Power Purchase and Sale Agreement.

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

DYNASTY POWER INC. CENTRAL COAST COMMUNITY
ENERGY, a California joint powers
authority
By:

Name: Yan Petchatnikov
Title: Chief Operating Officer
By:

Name: Brian Corbiell
Title: Chief Fiscal Officer
By:

Name: Robert Shaw
Title: Chief Executive Officer
By:

Name: Marina Pantchenko
Title: Deputy General Counsel
DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute (“EEI”) and National Energy Marketers Association (“NEM”) member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting therefrom. By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected.

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GENERAL TERMS AND CONDITIONS
ARTICLE ONE: GENERAL DEFINITIONS

1.1 “Affiliate” means, with respect to any person, any other person (other than an individual) that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. For this purpose, “control” means the direct or indirect ownership of fifty percent (50%) or more of the outstanding capital stock or other equity interests having ordinary voting power.

1.2 “Agreement” has the meaning set forth in the Cover Sheet.

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

1.4 “Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday. A Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for the relevant Party’s principal place of business. The relevant Party, in each instance unless otherwise specified, shall be the Party from whom the notice, payment or delivery is being sent and by whom the notice or payment or delivery is to be received.

1.5 “Buyer” means the Party to a Transaction that is obligated to purchase and receive, or cause to be received, the Product, as specified in the Transaction.

1.6 “Call Option” means an Option entitling, but not obligating, the Option Buyer to purchase and receive the Product from the Option Seller at a price equal to the Strike Price for the Delivery Period for which the Option may be exercised, all as specified in the Transaction. Upon proper exercise of the Option by the Option Buyer, the Option Seller will be obligated to sell and deliver the Product for the Delivery Period for which the Option has been exercised.

1.7 “Claiming Party” has the meaning set forth in Section 3.3.

1.8 “Claims” means all third party claims or actions, threatened or filed and, whether groundless, false, fraudulent or otherwise, that directly or indirectly relate to the subject matter of an indemnity, and the resulting losses, damages, expenses, attorneys’ fees and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement.

1.9 “Confirmation” has the meaning set forth in Section 2.3.

1.10 “Contract Price” means the price in $U.S. (unless otherwise provided for) to be paid by Buyer to Seller for the purchase of the Product, as specified in the Transaction.

1.11 “Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third party transaction costs and expenses reasonably incurred by such Party either in terminating

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any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace a Terminated Transaction; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with the termination of a Transaction.

1.12 “Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issues rating by S&P, Moody’s or any other rating agency agreed by the Parties as set forth in the Cover Sheet.

1.13 “Cross Default Amount” means the cross default amount, if any, set forth in the Cover Sheet for a Party.

1.14 “Defaulting Party” has the meaning set forth in Section 5.1.

1.15 “Delivery Period” means the period of delivery for a Transaction, as specified in the Transaction.

1.16 “Delivery Point” means the point at which the Product will be delivered and received, as specified in the Transaction.

1.17 “Downgrade Event” has the meaning set forth on the Cover Sheet.

1.18 “Early Termination Date” has the meaning set forth in Section 5.2.

1.19 “Effective Date” has the meaning set forth on the Cover Sheet.

1.20 “Equitable Defenses” means any bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally, and with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending.

1.21 “Event of Default” has the meaning set forth in Section 5.1.

1.22 “FERC” means the Federal Energy Regulatory Commission or any successor government agency.

1.23 “Force Majeure” means an event or circumstance which prevents one Party from performing its obligations under one or more Transactions, which event or circumstance was not anticipated as of the date the Transaction was agreed to, which is not within the reasonable control of, or the result of the negligence of, the Claiming Party, and which, by the exercise of due diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided. Force Majeure shall not be based on (i) the loss of Buyer’s markets; (ii) Buyer’s inability economically to use or resell the Product purchased hereunder; (iii) the loss or failure of Seller’s supply; or (iv) Seller’s ability to sell the Product at a price greater than the Contract Price. Neither Party may raise a claim of Force Majeure based in whole or in part on curtailment by a Transmission Provider unless (i) such Party has contracted for firm transmission with a Transmission Provider for the Product to be delivered to or received at the Delivery Point and (ii) such curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the Transmission Provider’s tariff; provided, however, that existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate

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with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred. The applicability of Force Majeure to the Transaction is governed by the terms of the Products and Related Definitions contained in Schedule P.

1.24 “Gains” means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of a Terminated Transaction, determined in a commercially reasonable manner.

1.25 “Guarantor” means, with respect to a Party, the guarantor, if any, specified for such Party on the Cover Sheet.

1.26 “Interest Rate” means, for any date, the lesser of (a) the per annum rate of interest equal to the prime lending 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%) and (b) the maximum rate permitted by applicable law.

1.27 “Letter(s) of Credit” means one or more irrevocable, transferable standby letters of credit issued by a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having a credit rating of at least A- from S&P or A3 from Moody’s, in a form acceptable to the Party in whose favor the letter of credit is issued. Costs of a Letter of Credit shall be borne by the applicant for such Letter of Credit.

1.28 “Losses” means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from termination of a Terminated Transaction, determined in a commercially reasonable manner.

1.29 “Master Agreement” has the meaning set forth on the Cover Sheet.

1.30 “Moody’s” means Moody’s Investor Services, Inc. or its successor.

1.31 “NERC Business Day” means any day except a Saturday, Sunday or a holiday as defined by the North American Electric Reliability Council or any successor organization thereto. A NERC Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for the relevant Party’s principal place of business.

The relevant Party, in each instance unless otherwise specified, shall be the Party from whom the notice, payment or delivery is being sent and by whom the notice or payment or delivery is to be received.

1.32 “Non-Defaulting Party” has the meaning set forth in Section 5.2.

1.33 “Offsetting Transactions” mean any two or more outstanding Transactions, having the same or overlapping Delivery Period(s), Delivery Point and payment date, where under one or more of such Transactions, one Party is the Seller, and under the other such Transaction(s), the same Party is the Buyer.

1.34 “Option” means the right but not the obligation to purchase or sell a Product as specified in a Transaction.

1.35 “Option Buyer” means the Party specified in a Transaction as the purchaser of an option, as defined in Schedule P.

1.36 “Option Seller” means the Party specified in a Transaction as the seller of an option , as defined in Schedule P.

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1.37 “Party A Collateral Threshold” means the collateral threshold, if any, set forth in the Cover Sheet for Party A.

1.38 “Party B Collateral Threshold” means the collateral threshold, if any, set forth in the Cover Sheet for Party B.

1.39 “Party A Independent Amount” means the amount , if any, set forth in the Cover Sheet for Party A.

1.40 “Party B Independent Amount” means the amount , if any, set forth in the Cover Sheet for Party B.

1.41 “Party A Rounding Amount” means the amount, if any, set forth in the Cover Sheet for Party A.

1.42 “Party B Rounding Amount” means the amount, if any, set forth in the Cover Sheet for Party B.

1.43 “Party A Tariff” means the tariff, if any, specified in the Cover Sheet for Party A.

1.44 “Party B Tariff” means the tariff, if any, specified in the Cover Sheet for Party B.

1.45 “Performance Assurance” means collateral in the form of either cash, Letter(s) of Credit, or other security acceptable to the Requesting Party.

1.46 “Potential Event of Default” means an event which, with notice or passage of time or both, would constitute an Event of Default.

1.47 “Product” means electric capacity, energy or other product(s) related thereto as specified in a Transaction by reference to a Product listed in Schedule P hereto or as otherwise specified by the Parties in the Transaction.

1.48 “Put Option” means an Option entitling, but not obligating, the Option Buyer to sell and deliver the Product to the Option Seller at a price equal to the Strike Price for the Delivery Period for which the option may be exercised, all as specified in a Transaction. Upon proper exercise of the Option by the Option Buyer, the Option Seller will be obligated to purchase and receive the Product.

1.49 “Quantity” means that quantity of the Product that Seller agrees to make available or sell and deliver, or cause to be delivered, to Buyer, and that Buyer agrees to purchase and receive, or cause to be received, from Seller as specified in the Transaction.

1.50 “Recording” has the meaning set forth in Section 2.4.

1.51 “Replacement Price” means the price at which Buyer, acting in a commercially reasonable manner, purchases at the Delivery Point a replacement for any Product specified in a Transaction but not delivered by Seller, plus (i) costs reasonably incurred by Buyer in purchasing such substitute Product and (ii) additional transmission charges, if any, reasonably incurred by Buyer to the Delivery Point, or at Buyer’s option, the market price at the Delivery Point for such Product not delivered as determined by Buyer in a commercially reasonable manner; provided, however, in no event shall such price include any penalties,

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ratcheted demand or similar charges, nor shall Buyer be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize Seller’s liability. For the purposes of this definition, Buyer shall be considered to have purchased replacement Product to the extent Buyer shall have entered into one or more arrangements in a commercially reasonable manner whereby Buyer repurchases its obligation to sell and deliver the Product to another party at the Delivery Point.

1.52 “S&P” means the Standard & Poor’s Rating Group (a division of McGraw-Hill, Inc.) or its successor.

1.53 “Sales Price” means the price at which Seller, acting in a commercially reasonable manner, resells at the Delivery Point any Product not received by Buyer, deducting from such proceeds any (i) costs reasonably incurred by Seller in reselling such Product and (ii) additional transmission charges, if any, reasonably incurred by Seller in delivering such Product to the third party purchasers, or at Seller’s option, the market price at the Delivery Point for such Product not received as determined by Seller in a commercially reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall Seller be required to utilize or change its utilization of its owned or controlled assets, including contractual assets, or market positions to minimize Buyer’s liability. For purposes of this definition, Seller shall be considered to have resold such Product to the extent Seller shall have entered into one or more arrangements in a commercially reasonable manner whereby Seller repurchases its obligation to purchase and receive the Product from another party at the Delivery Point.

1.54 “Schedule” or “Scheduling” means the actions of Seller, Buyer and/or their designated representatives, including each Party’s Transmission Providers, if applicable, of notifying, requesting and confirming to each other the quantity and type of Product to be delivered on any given day or days during the Delivery Period at a specified Delivery Point.

1.55 “Seller” means the Party to a Transaction that is obligated to sell and deliver, or cause to be delivered, the Product, as specified in the Transaction.

1.56 “Settlement Amount” means, with respect to a Transaction and the Non-Defaulting Party, the Losses or Gains, and Costs, expressed in U.S. Dollars, which such party incurs as a result of the liquidation of a Terminated Transaction pursuant to Section 5.2.

1.57 “Strike Price” means the price to be paid for the purchase of the Product pursuant to an Option.

1.58 “Terminated Transaction” has the meaning set forth in Section 5.2.

1.59 “Termination Payment” has the meaning set forth in Section 5.3.

1.60 “Transaction” means a particular transaction agreed to by the Parties relating to the sale and purchase of a Product pursuant to this Master Agreement.

1.61 “Transmission Provider” means any entity or entities transmitting or transporting the Product on behalf of Seller or Buyer to or from the Delivery Point in a particular Transaction.

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2.1 Transactions. A Transaction shall be entered into upon agreement of the Parties orally or, if expressly required by either Party with respect to a particular Transaction, in writing, including an electronic means of communication. Each Party agrees not to contest, or assert any defense to, the validity or enforceability of the Transaction entered into in accordance with this Master Agreement (i) based on any law requiring agreements to be in writing or to be signed by the parties, or (ii) based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction.

2.2 Governing Terms. Unless otherwise specifically agreed, each Transaction between the Parties shall be governed by this Master Agreement. This Master Agreement (including all exhibits, schedules and any written supplements hereto), , the Party A Tariff, if any, and the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any Confirmations accepted in accordance with Section 2.3) shall form a single integrated agreement between the Parties. Any inconsistency between any terms of this Master Agreement and any terms of the Transaction shall be resolved in favor of the terms of such Transaction.

2.3 Confirmation. Seller may confirm a Transaction by forwarding to Buyer by facsimile within three (3) Business Days after the Transaction is entered into a confirmation (“Confirmation”) substantially in the form of Exhibit A. If Buyer objects to any term(s) of such Confirmation, Buyer shall notify Seller in writing of such objections within two (2) Business Days of Buyer’s receipt thereof, failing which Buyer shall be deemed to have accepted the terms as sent. If Seller fails to send a Confirmation within three (3) Business Days after the Transaction is entered into, a Confirmation substantially in the form of Exhibit A, may be forwarded by Buyer to Seller. If Seller objects to any term(s) of such Confirmation, Seller shall notify Buyer of such objections within two (2) Business Days of Seller’s receipt thereof, failing which Seller shall be deemed to have accepted the terms as sent. If Seller and Buyer each send a Confirmation and neither Party objects to the other Party’s Confirmation within two (2) Business Days of receipt, Seller’s Confirmation shall be deemed to be accepted and shall be the controlling Confirmation, unless (i) Seller’s Confirmation was sent more than three (3) Business Days after the Transaction was entered into and (ii) Buyer’s Confirmation was sent prior to Seller’s Confirmation, in which case Buyer’s Confirmation shall be deemed to be accepted and shall be the controlling Confirmation. Failure by either Party to send or either Party to return an executed Confirmation or any objection by either Party shall not invalidate the Transaction agreed to by the Parties.

2.4 Additional Confirmation Terms. If the Parties have elected on the Cover Sheet to make this Section 2.4 applicable to this Master Agreement, when a Confirmation contains provisions, other than those provisions relating to the commercial terms of the Transaction (e.g., price or special transmission conditions), which modify or supplement the general terms and conditions of this Master Agreement (e.g., arbitration provisions or additional representations and warranties), such provisions shall not be deemed to be accepted pursuant to Section 2.3 unless agreed to either orally or in writing by the Parties; provided that the foregoing shall not invalidate any Transaction agreed to by the Parties.

2.5 Recording. Unless a Party expressly objects to a Recording (defined below) at the beginning of a telephone conversation, each Party consents to the creation of a tape or electronic recording (“Recording”) of all telephone conversations between the Parties to this Master Agreement, and that any such Recordings will be retained in confidence, secured from improper access, and may be submitted in evidence in any proceeding or action relating to this Agreement. Each Party waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording and to obtain any necessary consent of such officers and employees. The Recording, and the terms and conditions described therein, if admissible, shall be the controlling evidence for the Parties’ agreement with respect to a particular Transaction in the event a Confirmation is not fully executed (or deemed accepted) by both Parties. Upon full

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execution (or deemed acceptance) of a Confirmation, such Confirmation shall control in the event of any conflict with the terms of a Recording, or in the event of any conflict with the terms of this Master Agreement.

ARTICLE THREE: OBLIGATIONS AND DELIVERIES

3.1 Seller’s and Buyer’s Obligations. With respect to each Transaction, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Quantity of the Product at the Delivery Point, and Buyer shall pay Seller the Contract Price; provided, however, with respect to Options, the obligations set forth in the preceding sentence shall only arise if the Option Buyer exercises its Option in accordance with its terms. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product or its receipt at and from the Delivery Point.

3.2 Transmission and Scheduling. Seller shall arrange and be responsible for transmission service to the Delivery Point and shall Schedule or arrange for Scheduling services with its Transmission Providers, as specified by the Parties in the Transaction, or in the absence thereof, in accordance with the practice of the Transmission Providers, to deliver the Product to the Delivery Point. Buyer shall arrange and be responsible for transmission service at and from the Delivery Point and shall Schedule or arrange for Scheduling services with its Transmission Providers to receive the Product at the Delivery Point.

3.3 Force Majeure. To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under the Transaction and such Party (the “Claiming Party”) gives notice and details of the Force Majeure to the other Party as soon as practicable, then, unless the terms of the Product specify otherwise, the Claiming Party shall be excused from the performance of its obligations with respect to such Transaction (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure). The Claiming Party shall remedy the Force Majeure with all reasonable dispatch. The non-Claiming Party shall not be required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure.

ARTICLE FOUR: REMEDIES FOR FAILURE TO DELIVER/RECEIVE

4.1 Seller Failure. If Seller fails to schedule and/or deliver all or part of the Product pursuant to a Transaction, and such failure is not excused under the terms of the Product or by Buyer’s failure to perform, then Seller shall pay Buyer, on the date payment would otherwise be due in respect of the month in which the failure occurred or, if “Accelerated Payment of Damages” is specified on the Cover Sheet, within five (5) Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. The invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount.

4.2 Buyer Failure. If Buyer fails to schedule and/or receive all or part of the Product pursuant to a Transaction and such failure is not excused under the terms of the Product or by Seller’s failure to perform, then Buyer shall pay Seller, on the date payment would otherwise be due in respect of the month in which the failure occurred or, if “Accelerated Payment of Damages” is specified on the Cover Sheet, within five (5) Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Sales Price from the Contract Price. The invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount.

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5.1 Events of Default. An “Event of Default” shall mean, with respect to a Party (a “Defaulting Party”), the occurrence of any of the following:
(a) the failure to make, when due, any payment required pursuant to this Agreement if such failure is not remedied within three (3) Business Days after written notice; (b) any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated; (c) the failure to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default, and except for such Party’s obligations to deliver or receive the Product, the exclusive remedy for which is provided in Article Four) if such failure is not remedied within three (3) Business Days after written notice;
(d) such Party becomes Bankrupt;
(e) the failure of such Party to satisfy the creditworthiness/collateral requirements agreed to pursuant to Article Eight hereof;
(f) such Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to assume all the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other Party;
(g) if the applicable cross default section in the Cover Sheet is indicated for such Party, the occurrence and continuation of (i) a default, event of default or other similar condition or event in respect of such Party or any other party specified in the Cover Sheet for such Party under one or more agreements or instruments, individually or collectively, relating to indebtedness for borrowed money in an aggregate amount of not less than the applicable Cross Default Amount (as specified in the Cover Sheet), which results in such indebtedness becoming, or becoming capable at such time of being declared, immediately due and payable or (ii) a default by such Party or any other party specified in the Cover Sheet for such Party in making on the due date therefor one or more payments, individually or collectively, in an aggregate amount of not less than the applicable Cross Default Amount (as specified in the Cover Sheet);
(h) with respect to such Party’s Guarantor, if any:
(i) if any representation or warranty made by a Guarantor in connection with this Agreement is false or misleading in any material respect when made or when deemed made or repeated;

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(ii) the failure of a Guarantor to make any payment required or to perform any other material covenant or obligation in any guaranty made in connection with this Agreement and such failure shall not be remedied within three (3) Business Days after written notice;
(iii) a Guarantor becomes Bankrupt;
(iv) the failure of a Guarantor’s guaranty to be in full force and effect for purposes of this Agreement (other than in accordance with its terms) prior to the satisfaction of all obligations of such Party under each Transaction to which such guaranty shall relate without the written consent of the other Party; or (v) a Guarantor shall repudiate, disaffirm, disclaim, or reject, in whole or in part, or challenge the validity of any guaranty.

5.2 Declaration of an Early Termination Date and Calculation of Settlement Amounts. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (the “Non-Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate all, but not less than all, Transactions (each referred to as a “Terminated Transaction”) between the Parties, (ii) withhold any payments due to the Defaulting Party under this Agreement and (iii) suspend performance. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for each such Terminated Transaction as of the Early Termination Date (or, to the extent that in the reasonable opinion of the Non-Defaulting Party certain of such Terminated Transactions are commercially impracticable to liquidate and terminate or may not be liquidated and terminated under applicable law on the Early Termination Date, as soon thereafter as is reasonably practicable).

5.3 Net Out of Settlement Amounts. The Non-Defaulting Party shall aggregate all Settlement Amounts into a single amount by: netting out (a) all Settlement Amounts that are due to the Defaulting Party, plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non-Defaulting Party pursuant to Article Eight, plus any or all other amounts due to the Defaulting Party under this Agreement against (b) all Settlement Amounts that are due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement, so that all such amounts shall be netted out to a single liquidated amount (the “Termination Payment”) payable by one Party to the other. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate.

5.4 Notice of Payment of Termination Payment. As soon as practicable after a liquidation, notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to or due from the Non-Defaulting Party. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. The Termination Payment shall be made by the Party that owes it within two (2) Business Days after such notice is effective.

5.5 Disputes With Respect to Termination Payment. If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within two (2) Business Days of receipt of Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute; provided, however, that if the Termination Payment is due from the Defaulting Party, the Defaulting Party shall first transfer Performance Assurance to the Non-Defaulting Party in an amount equal to the Termination Payment.

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5.6 Closeout Setoffs.

Option A: After calculation of a Termination Payment in accordance with Section 5.3, if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party to the Non-Defaulting Party under any other agreements, instruments or undertakings between the Defaulting Party and the Non-Defaulting Party and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party. The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

Option B: After calculation of a Termination Payment in accordance with Section 5.3, if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party or any of its Affiliates to the Non-Defaulting Party or any of its Affiliates under any other agreements, instruments or undertakings between the Defaulting Party or any of its Affiliates and the Non-Defaulting Party or any of its Affiliates and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party. The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

Option C: Neither Option A nor B shall apply.

5.7 Suspension of Performance. Notwithstanding any other provision of this Master Agreement, if (a) an Event of Default or (b) a Potential Event of Default shall have occurred and be continuing, the Non-Defaulting Party, upon written notice to the Defaulting Party, shall have the right (i) to suspend performance under any or all Transactions; provided, however, in no event shall any such suspension continue for longer than ten (10) NERC Business Days with respect to any single Transaction unless an early Termination Date shall have been declared and notice thereof pursuant to Section 5.2 given, and (ii) to the extent an Event of Default shall have occurred and be continuing to exercise any remedy available at law or in equity.

ARTICLE SIX: PAYMENT AND NETTING

6.1 Billing Period. Unless otherwise specifically agreed upon by the Parties in a Transaction, the calendar month shall be the standard period for all payments under this Agreement (other than Termination Payments and, if “Accelerated Payment of Damages” is specified by the Parties in the Cover Sheet, payments pursuant to Section 4.1 or 4.2 and Option premium payments pursuant to Section 6.7). As soon as practicable after the end of each month, each Party will render to the other Party an invoice for the payment obligations, if any, incurred hereunder during the preceding month.

6.2 Timeliness of Payment. Unless otherwise agreed by the Parties in a Transaction, all invoices under this Master Agreement shall be due and payable in accordance with each Party’s invoice instructions on or before the later of the twentieth (20th) day of each month, or tenth (10th) day after receipt of the invoice or, if such day is not a Business Day, then on the next Business Day. Each Party will make payments by electronic funds transfer, or by other mutually agreeable method(s), to the account designated by the other Party. Any amounts not paid by the due date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the due date to but excluding the date the delinquent amount is paid in full.

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6.3 Disputes and Adjustments of Invoices. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice, rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within two (2) Business Days of such resolution along with interest accrued at the Interest Rate from and including the due date to but excluding the date paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived unless the other Party is notified in accordance with this Section 6.3 within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance of a Transaction occurred, the right to payment for such performance is waived.

6.4 Netting of Payments. The Parties hereby agree that they shall discharge mutual debts and payment obligations due and owing to each other on the same date pursuant to all Transactions through netting, in which case all amounts owed by each Party to the other Party for the purchase and sale of Products during the monthly billing period under this Master Agreement, including any related damages calculated pursuant to Article Four (unless one of the Parties elects to accelerate payment of such amounts as permitted by Article Four), interest, and payments or credits, shall be netted so that only the excess amount remaining due shall be paid by the Party who owes it.

6.5 Payment Obligation Absent Netting. If no mutual debts or payment obligations exist and only one Party owes a debt or obligation to the other during the monthly billing period, including, but not limited to, any related damage amounts calculated pursuant to Article Four, interest, and payments or credits, that Party shall pay such sum in full when due.

6.6 Security. Unless the Party benefiting from Performance Assurance or a guaranty notifies the other Party in writing, and except in connection with a liquidation and termination in accordance with Article Five, all amounts netted pursuant to this Article Six shall not take into account or include any Performance Assurance or guaranty which may be in effect to secure a Party’s performance under this Agreement.

6.7 Payment for Options. The premium amount for the purchase of an Option shall be paid within two (2) Business Days of receipt of an invoice from the Option Seller. Upon exercise of an Option, payment for the Product underlying such Option shall be due in accordance with Section 6.1.

6.8 Transaction Netting. If the Parties enter into one or more Transactions, which in conjunction with one or more other outstanding Transactions, constitute Offsetting Transactions, then all such Offsetting Transactions may by agreement of the Parties, be netted into a single Transaction under which:
(a) the Party obligated to deliver the greater amount of Energy will deliver the difference between the total amount it is obligated to deliver and the total amount to be delivered to it under the Offsetting Transactions, and

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(b) the Party owing the greater aggregate payment will pay the net difference owed between the Parties.

Each single Transaction resulting under this Section shall be deemed part of the single, indivisible contractual arrangement between the parties, and once such resulting Transaction occurs, outstanding obligations under the Offsetting Transactions which are satisfied by such offset shall terminate.

ARTICLE SEVEN: LIMITATIONS

7.1 Limitation of Remedies, Liability and Damages. EXCEPT AS SET FORTH HEREIN, THERE

IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE

EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN

EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S

LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, THE OBLIGOR’S

LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL

DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED,

NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE,

EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION

DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED

ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR

CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT

ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES

ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR

OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES

CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.

ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS

8.1 Party A Credit Protection. The applicable credit and collateral requirements shall be as specified on the Cover Sheet. If no option in Section 8.1(a) is specified on the Cover Sheet, Section 8.l(a) Option C shall apply exclusively. If none of Sections 8.1(b), 8.1(c) or 8.1(d) are specified on the Cover Sheet, Section

8.1(b) shall apply exclusively.
(a) Financial Information. Option A: If requested by Party A, Party B shall deliver (i) within 120 days following the end of each fiscal year, a copy of Party B’s annual report containing audited consolidated financial statements for such fiscal year and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of Party B’s quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification,

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such delay shall not be an Event of Default so long as Party B diligently pursues the preparation, certification and delivery of the statements.

Option B: If requested by Party A, Party B shall deliver (i) within 120 days following the end of each fiscal year, a copy of the annual report containing audited consolidated financial statements for such fiscal year for the party(s) specified on the Cover Sheet and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of quarterly report containing unaudited consolidated financial statements for such fiscal quarter for the party(s) specified on the Cover Sheet. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements.

Option C: Party A may request from Party B the information specified in the Cover Sheet. (b) Credit Assurances. If Party A has reasonable grounds to believe that Party B’s creditworthiness or performance under this Agreement has become unsatisfactory, Party A will provide Party B with written notice requesting Performance Assurance in an amount determined by Party A in a commercially reasonable manner. Upon receipt of such notice Party B shall have three (3) Business Days to remedy the situation by providing such Performance Assurance to Party A. In the event that Party B fails to provide such Performance Assurance, or a guaranty or other credit assurance acceptable to Party A within three (3) Business Days of receipt of notice, then an Event of Default under Article Five will be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement. (c) Collateral Threshold. If at any time and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to Party A plus Party B’s Independent Amount, if any, exceeds the Party B Collateral Threshold, then Party A, on any Business Day, may request that Party B provide Performance Assurance in an amount equal to the amount by which the Termination Payment plus Party B’s Independent Amount, if any, exceeds the Party B Collateral Threshold (rounding upwards for any fractional amount to the next Party B Rounding Amount) (“Party B Performance Assurance”), less any Party B Performance Assurance already posted with Party A. Such Party B Performance Assurance shall be delivered to Party A within three (3) Business Days of the date of such request. On any Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to cash), Party B, at its sole cost, may request that such Party B Performance Assurance be reduced correspondingly to the amount of such excess Termination Payment plus Party B’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Party B Rounding Amount). In the event that Party B fails to provide Party B Performance Assurance pursuant to the terms of this Article Eight within three (3) Business Days, then an Event of Default under Article Five shall be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement.

For purposes of this Section 8.1(c), the calculation of the Termination Payment shall be calculated pursuant to Section 5.3 by Party A as if all outstanding Transactions had been liquidated, and in addition thereto, shall include all amounts owed but not yet paid by Party B to Party A, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. (d) Downgrade Event. If at any time there shall occur a Downgrade Event in respect of Party B, then Party A may require Party B to provide Performance Assurance in an amount determined by Party A in a commercially reasonable manner. In the event Party B shall fail to provide such Performance Assurance or a guaranty or other credit assurance acceptable to Party A within three (3) Business Days of

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receipt of notice, then an Event of Default shall be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement. (e) If specified on the Cover Sheet, Party B shall deliver to Party A, prior to or concurrently with the execution and delivery of this Master Agreement a guarantee in an amount not less than the Guarantee Amount specified on the Cover Sheet and in a form reasonably acceptable to Party A.

8.2 Party B Credit Protection. The applicable credit and collateral requirements shall be as specified on the Cover Sheet. If no option in Section 8.2(a) is specified on the Cover Sheet, Section 8.2(a) Option C shall apply exclusively. If none of Sections 8.2(b), 8.2(c) or 8.2(d) are specified on the Cover Sheet, Section

8.2(b) shall apply exclusively.
(a) Financial Information. Option A: If requested by Party B, Party A shall deliver (i) within 120 days following the end of each fiscal year, a copy of Party A’s annual report containing audited consolidated financial statements for such fiscal year and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of such Party’s quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as such Party diligently pursues the preparation, certification and delivery of the statements.

Option B: If requested by Party B, Party A shall deliver (i) within 120 days following the end of each fiscal year, a copy of the annual report containing audited consolidated financial statements for such fiscal year for the party(s) specified on the Cover Sheet and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of quarterly report containing unaudited consolidated financial statements for such fiscal quarter for the party(s) specified on the Cover Sheet. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements.

Option C: Party B may request from Party A the information specified in the Cover Sheet. (b) Credit Assurances. If Party B has reasonable grounds to believe that Party A’s creditworthiness or performance under this Agreement has become unsatisfactory, Party B will provide Party A with written notice requesting Performance Assurance in an amount determined by Party B in a commercially reasonable manner. Upon receipt of such notice Party A shall have three (3) Business Days to remedy the situation by providing such Performance Assurance to Party B. In the event that Party A fails to provide such Performance Assurance, or a guaranty or other credit assurance acceptable to Party B within three (3) Business Days of receipt of notice, then an Event of Default under Article Five will be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. (c) Collateral Threshold. If at any time and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to Party B plus Party A’s Independent Amount, if any, exceeds the Party A Collateral Threshold, then Party B, on any Business Day, may request that Party A provide Performance Assurance in an amount equal to the amount by which the Termination Payment plus Party A’s Independent Amount, if any, exceeds the Party A Collateral Threshold (rounding upwards for any fractional amount to the next Party A Rounding Amount) (“Party A Performance Assurance”), less any Party A Performance Assurance already

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posted with Party B. Such Party A Performance Assurance shall be delivered to Party B within three (3) Business Days of the date of such request. On any Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to cash), Party A, at its sole cost, may request that such Party A Performance Assurance be reduced correspondingly to the amount of such excess Termination Payment plus Party A’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Party A Rounding Amount). In the event that Party A fails to provide Party A Performance Assurance pursuant to the terms of this Article Eight within three (3) Business Days, then an Event of Default under Article Five shall be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement.

For purposes of this Section 8.2(c), the calculation of the Termination Payment shall be calculated pursuant to Section 5.3 by Party B as if all outstanding Transactions had been liquidated, and in addition thereto, shall include all amounts owed but not yet paid by Party A to Party B, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. (d) Downgrade Event. If at any time there shall occur a Downgrade Event in respect of Party A, then Party B may require Party A to provide Performance Assurance in an amount determined by Party B in a commercially reasonable manner. In the event Party A shall fail to provide such Performance Assurance or a guaranty or other credit assurance acceptable to Party B within three (3) Business Days of receipt of notice, then an Event of Default shall be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. (e) If specified on the Cover Sheet, Party A shall deliver to Party B, prior to or concurrently with the execution and delivery of this Master Agreement a guarantee in an amount not less than the Guarantee Amount specified on the Cover Sheet and in a form reasonably acceptable to Party B.

8.3 Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either or both Parties deliver Performance Assurance 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 or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default or an Early Termination Date, 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 Performance Assurance, 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 Performance Assurance 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 or redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Pledgor’s obligations under the 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.

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Central Coast Community Energy (3CE) Operations BoardNovember 12, 2025

Central Coast Community Energy (3CE) Operations Board
November 12, 2025