Central Coast Community Energy (3CE) Operations Board
May 27, 2026

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

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

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

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

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

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

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5 3. OPTIMIZATION SERVICES

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

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

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

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

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

4. OPERATIONAL SERVICES

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

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

5. PAYMENTS

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

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

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

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

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

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

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

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

Execution Version
10 GENERAL TERMS AND CONDITIONS
SECTION 1

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

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

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

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

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

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

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

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

The terms defined above have the meanings set forth above for all purposes, and such meanings are equally applicable to both the singular and plural forms of the terms defined. "Include," "includes" and "including" shall be deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import. Any agreement, instrument, document, rule or law defined or referred to herein means such agreement, instrument, document, rule or law as from time to time amended, modified or supplemented. References to a Person include its successors and permitted assigns. "Hereof," "herein," "hereunder" and comparable terms refer, unless otherwise expressly indicated, to the entire agreement or instrument in which such terms are used and not to any particular Article, Section or other subdivision thereof or

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

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

SECTION 2

PERFORMANCE OBLIGATIONS

2.1 Reserved.

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

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

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

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

2.5 Reserved.

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

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

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

SECTION 3

OPERATIONAL ISSUES

3.1 Resource Information. To the extent applicable to the Resources, 3CE will provide or cause to be provided to TPS the following information:
(a) all CPUC, CAISO and/or EIM registration and system modeling information required for the provision of Services applicable to the Resources, including but not limited to information relating to the CAISO and/or EIM network model, as soon as reasonably practicable after the Effective Date; and

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

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

3.2 Daily Schedule of Sales Commitments and Products Availability. (a) If applicable, two hours prior to the deadline specified in the Governing Rules for Day-Ahead Market submissions on each Day, or sooner if practicable, 3CE will provide or cause to be provided to TPS a written schedule (the “Daily Schedule”) setting forth 3CE’s next Day’s hourly expected quantity of Products available from the Resources based on anticipated operational requirements and the level of 3CE’s participation in the CAISO market. The Daily Schedule will also describe the nature and expected duration of any scheduled or unscheduled limitations of each Resource, or any Resource maintenance requirements, that have not previously been communicated for the Day on which the Daily Schedule is received, or any succeeding Day.

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

SECTION 4

INSURANCE

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

This verification of coverage shall be sent to 3CE.

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

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

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

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

SECTION 5

EQUIPMENT AND DATA TRANSMISSION

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

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

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21 SECTION 6

SETTLEMENTS AND PASS THROUGH AMOUNTS

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

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

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

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

In the event 3CE has a question regarding a specific charge noted in any invoice, 3CE may review the specific information related to such charge in the applicable supporting statement; provided, however, the exercise of this right shall not extend the then-applicable period in which 3CE must challenge any invoice. If 3CE disputes the accuracy of any invoice relating to Pass Through Amounts, TPS agrees, upon 3CE’s election and at 3CE’s cost, to reasonably act on 3CE’s behalf in disputing Pass Through Amounts with CAISO or, if applicable, a Third Party, acting in accordance with the Governing Rules in pursuing such billing disputes, as applicable; provided, however, at any time in the dispute

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

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

SECTION 7
BILLING; PAYMENT; CREDIT

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 8

GOVERNING RULES

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

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

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

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

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

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

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

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

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28 SECTION 9
TAXES

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

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

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

SECTION 10

INDEMNITIES, LIABILITIES AND WARRANTY DISCLAIMER

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

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

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

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

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

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

INCIDENT FIRST OCCURRING OR EXISTING DURING THE PERIOD OF TIME WHEN

CONTROL AND TITLE TO ANY PRODUCT IS VESTED IN SUCH INDEMNIFYING

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

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

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

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

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

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

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

BUSINESS INTERRUPTION, OR EXEMPLARY DAMAGES FOR ANY CLAIM OR

CAUSE OF ACTION RELATED TO THIS AGREEMENT, WHETHER ARISING FROM

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

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,

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

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

OBLIGATIONS OR CLAIMS UNDER THIS AGREEMENT (INCLUDING INDEMNITIES)

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

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

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

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

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

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

EXPRESSLY EXCLUDED FROM THE LIMITATION OF LIABILITY ABOVE, TPS WILL

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

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

HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES

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

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

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

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

10.4 ADDITIONAL INDEMNITIES. AN INDEMNIFYING PARTY’S INDEMNITY

OBLIGATIONS, AND ANY WAIVERS AND RELEASES OF CLAIMS IN THIS

AGREEMENT WILL EXTEND TO THE INDEMNIFIED PARTY, ITS AFFILIATED

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

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

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

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

SECTION 11

DEFAULTS AND REMEDIES

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

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

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

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

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

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

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

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

SECTION 12

NOTICES

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

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

SECTION 13

FORCE MAJEURE

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

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

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

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

SECTION 14

CONFIDENTIALITY

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

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

SECTION 15

REPRESENTATIONS AND WARRANTIES

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

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

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

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

SECTION 16

MISCELLANEOUS

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

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

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

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

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

A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY CREDIT SUPPORT DOCUMENT. EACH

PARTY ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED

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

LEGAL ACTION TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR SEEKS

ENFORCEMENT UNDER THE TERMS OF ANY CREDIT SUPPORT PROVIDED BY

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

FEES AND LITIGATION COSTS AND EXPENSES, INCLUDING WITNESS FEES OF

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Execution Version
Exhibit A - 1

EXHIBIT A

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

Resource #3
Resource Name: Victory Pass Solar Photovoltaic + BESS
Location: Riverside County, California
Number of CAISO Resource IDs: 2
CAISO Resource ID: VICPAS_2_VPSBT1 (BESS)
VICPAS_2_VPSSR1 (Solar)
Unit SCID: To be determined

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

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

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

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

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

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

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

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

Execution Version
Exhibit B - 1

EXHIBIT B

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

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

CFTC Designation: End User CFTC Designation:

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

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

Attn:

Phone:

Email:

Real-Time Trading:

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

Phone:

Payments:

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

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

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

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

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

Wire/ACH Transfer:

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

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

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

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

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

Execution Version
Exhibit C - 1

EXHIBIT C

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

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

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

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

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

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

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

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

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

Execution Version
Exhibit D - 1

EXHIBIT D

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

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Staff Report Item 9
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Jenna Espinosa, Manager of Customer Accounts and Services SUBJECT: Amend 3CE AD2 - Customer Privacy Policy
DATE: May 11, 2026
RECOMMENDATION:

It is recommended that the Operations Board approve amendments to AD2 - Customer Privacy Policy.

BACKGROUND:
3CE’s AD2 - Customer Privacy Policy was adopted to govern the collection, use, storage, and disclosure of customer-specific Advanced Metering Infrastructure (AMI) customer usage data, in compliance with Decision 12-08-045, issued by the California Public Utilities Commission (CPUC) on August 31, 2012. The policy establishes privacy protections, transparency and notification requirements, data security procedures, and accountability measures applicable to covered information, consistent with the CPUC decision.

Since the policy was originally adopted, 3CE has undergone organizational changes resulting in the elimination of certain job titles referenced in the original policy and changed lines of responsibility. The proposed amendments correct these references without altering the privacy protections established by the policy.

DISCUSSION/ANALYSIS:

The proposed amendments to the Customer Privacy Policy are administrative in nature and include the following changes:
 Correction of position titles and department naming conventions.

 Reassignment of data security and release authorization responsibilities. Under the amended policy, authorization for releases of covered information to third parties is vested in the Chief Customer Officer or their designee, replacing the prior reference to a singular staff person.  Update to security breach response roles. References to “Director of Data and IT” and “Director of Communications” are clarified throughout to reflect current role designations, including responsibility for quantifying and validating security breaches, preparing annual breach summary reports, and conducting an annual policy review.  All references to the “Internal Operations Department” have been updated to “IT Department,” reflecting current 3CE department names.
 Appendix A to the policy has been updated to include the section “Your Choices of Energy Usage Information” and “Additional Website and Customer Engagement Information”.

None of the proposed amendments alter the substantive privacy protections, state required provisions, customer rights, or data handling procedures established under the original policy.

FISCAL IMPACT:

There is no fiscal impact to this policy amendment.

CONCLUSION:

Adoption of the proposed amendments will allow 3CE to update its Customer Privacy Policy to reflect the organization’s current structure, ensure clear assignment and accountability for responsibilities, and support continued compliance with CPUC Decision 12-08-045. Staff recommend that the Operations Board approve the amendments to the 3CE AD2 - Customer Privacy Policy as proposed.

ATTACHMENT(S):

1. AD2 - Customer Privacy Policy (Amended)

2. AD2 - Attachment B

3. AD2-Attachment C

Customer Privacy Policy
I. PURPOSE
AD2
Category:

ADMINISTRATIVE/OPERATIONS
The Agency will comply with the data privacy protection requirements of Decision 12-08-045, issued by the California Public Utilities Commission (“CPUC”) on August 31, 2012, and any subsequent applicable State law changes and/or CPUC decisions.

II. DEFINITIONS
“Covered information” is “any usage information obtained through the use of the capabilities of Advanced Metering Infrastructure (“AMI”) when associated with any information that can reasonably be used to identify an individual, family, household, residence, or non-residential customer, except that covered information does not include usage information from which identifying information has been removed” or “information provided to the CPUC pursuant to its oversight responsibilities.”
Decision (D.) 12-08-045, at B1-B2.
“Primary purposes” include:

1. Providing or billing for electrical power or gas.

2. Providing for system, grid, or operational needs.

3. Providing services required by law or the CPUC.

4. Planning, implementing, or evaluating demand response, energy management, or energy efficiency programs under a contract with Community Choice Aggregators (CCAs) or the CPUC, or as part of a CPUC-authorized program conducted by a governmental entity under CPUC supervision.

D.12-08-045, at B2
“Secondary purposes” include “any purpose that is not a primary purpose.” D.12-08-045, at B2.

III. POLICY
Decision 12-08-045, issued by the California Public Utilities Commission (“CPUC”) on August 31, 2012, requires certain privacy protections for the energy usage data of customers of CCAs, including Central Coast Community Energy (3CE). This policy provides those protections.

A. GENERAL

1. 3CE will implement reasonable administrative, technical, and physical safeguards to protect covered information from unauthorized access, destruction, use, modification, or disclosure.

2. 3CE will provide reasonable training to all employees and contractors who use, store, or process covered information.

3. 3CE will collect, store, use, and disclose only as much covered information, and for as long as is reasonably necessary or as authorized by the CPUC, to accomplish either:
i. a specific primary purpose
ii. a specific secondary purpose authorized by a customer

4. 3CE will ensure that the covered information it collects, stores, uses, and discloses is reasonably accurate and complete or otherwise compliant with applicable rules and tariffs regarding the quality of energy usage data.

5. 3CE will use covered information only for the purpose(s) it specifies in its Notice of Accessing, Collecting, Storing, Using, and Disclosing Energy Usage Information (see Section B(2)(ii).

B. TRANSPARENCY AND NOTIFICATION

1. 3CE will provide customers with meaningful, clear, accurate, specific, and comprehensive notice regarding the accessing, collection, storage, use, and disclosure of covered information. However, when 3CE uses covered information solely for a primary purpose on behalf of and under contract with a utility, 3CE is not required to provide notice separate from that provided by the utility.

2. 3CE will provide written notice when confirming a new customer account and at least once a year. The notice will: (1) inform customers how they may obtain a copy of 3CE’s notice regarding the accessing, collection, storage, use, and disclosure of covered information; (2) provide a conspicuous link to the notice on the home page of 3CE’s website; and (3) include a link to 3CE’s notice in all electronic correspondence to customers.
i. The notice will be labeled “Notice of Accessing, Collecting, Storing, Using and Disclosing Energy Usage Information,” written in easily understandable language, and be no longer than is necessary to convey the requisite information (see Attachment A).
ii. The notice and the posted privacy policy will state clearly: (1) the identity of 3CE; (2) the effective date of the notice or posted privacy policy; (3) 3CE’s process for altering the notice or posted privacy policy, including how the customer will be informed of any alterations; (4) where prior versions will be made available to customers; and (5) the title and contact information, including email address, postal address, and telephone number, of an official at 3CE who can assist the customer with privacy questions, concerns, or complaints regarding the collection, storage, use, or distribution of covered information.
iii. The notice will provide an explicit description of: (1) each category of covered information collected, used, stored or disclosed, and for each category of covered information, the reasonably specific purposes for which it will be collected, stored, used, or disclosed; (2) each category of covered information that is disclosed to third parties, and, for each such category, a description of the means by which customers may view, inquire about, or dispute their covered information; and (3) the means, if any, by which customers may limit the collection, use, storage or disclosure of covered information and the consequences to customers if they exercise such limits.

3. 3CE will provide to customers, upon request, convenient and secure access to their covered information, in an easily readable format that is at a level no less detailed than that at which 3CE discloses the data to third parties.

C. USE, DISCLOSE, AND CUSTOMER AUTHORIZATION

1. 3CE may disclose covered information without customer consent to a third party acting under contract with the CPUC for the purpose of providing services authorized pursuant to an order or resolution of the CPUC, or to a governmental entity for the purpose of providing energy efficiency or energy-efficiency evaluation services pursuant to an order or resolution of the CPUC.

2. 3CE may disclose covered information to a third party without customer consent when explicitly ordered to do so by the CPUC, or for a primary purpose being carried out under contract with and on behalf of 3CE, provided that 3CE requires, by contract, the third party to agree to access, collect, store, use, and disclose the covered information under policies, practices and notification requirements no less protective than those under which 3CE itself operates.

3. Any entity that receives covered information derived initially from 3CE may disclose such covered information to another entity without customer consent for a primary purpose, provided that the entity disclosing the covered information shall, by contract, require the entity receiving the covered information to use the covered information only for such primary purpose and to agree to store, use, and disclose the covered information under policies, practices and notification requirements no less protective than those under which the covered entity from which the covered information was initially derived operates.

4. When 3CE discloses covered information to a third party under this subsection it will specify by contract, unless otherwise ordered by the CPUC, that it shall be considered a material breach if the third party engages in a pattern or practice of accessing, storing, using or disclosing the covered information in violation of the third party’s contractual obligations to handle the covered information under policies no less protective than those under which the covered information was initially derived.

5. If 3CE finds that a third-party contractor to which it disclosed covered information is engaged in a pattern or practice of accessing, storing, using, or disclosing covered information in violation of the third party’s contractual obligations related to handling covered information, 3CE will promptly cease disclosing covered information to such third party.

6. Separate authorization by each customer will be obtained for all disclosures of covered information except as otherwise provided for herein.

7. 3CE will permit customers to cancel authorization for any secondary purpose of their covered information by the same mechanism initially used to grant authorization.

8. 3CE will permit the third-party use of aggregated usage data that is removed of all personally- identifiable information to be used for analysis, reporting or program management provided that the release of that data does not disclose or reveal specific customer information because of the size of the group, rate classification, or nature of the information. In accordance with the California Public Utilities Commission 15/15 rule, as established in CPUC Decision 97-10-031, aggregated data will only be released where (i) each dataset contains a minimum of 15 customers, and (ii) no individual customer represents more than 15 percent of the total usage.

D. DISCLOSURES PURSUANT TO A LEGAL PROCESS

1. In processing a subpoena for covered information, 3CE will meet the requirements in Section 4(c) of Attachment B to D.12-08-045, which provide as follows:
i. Except as otherwise provided in this rule or expressly authorized by state or federal law or by order of the CPUC, a covered entity shall not disclose covered information except pursuant to a warrant or other court order naming with specificity the customers whose information is sought. Unless otherwise directed by a court, law, or order of the CPUC, covered entities shall treat requests for real-time access to covered information as wiretaps, requiring approval under the federal or state wiretap law, as necessary.
ii. Unless otherwise prohibited by court order, law, or order of the CPUC, a covered entity, upon receipt of a subpoena for disclosure of covered information pursuant to legal process, shall, prior to complying, notify the customer in writing and allow the customer 7 days to appear and contest the claim of the person or entity seeking disclosure.
iii. Nothing in this rule prevents a person or entity seeking covered information from demanding such information from the customer under any applicable legal procedure or authority.
iv. Nothing in this section prohibits a covered entity from disclosing covered information with the consent of the customer, where the consent is express, in written form, and specific to the purpose and to the person or entity seeking the information.
v. Nothing in this rule prevents a covered entity from disclosing, in response to a subpoena, the name, address and other contact information regarding a customer. vi. On an annual basis, covered entities shall report to the CPUC the number of demands received for disclosure of customer data pursuant to legal process or pursuant to situations of imminent threat to life or property and the number of customers whose records were disclosed. Upon request of the CPUC, covered entities shall report additional information to the CPUC on such disclosures. The CPUC may make such reports publicly available without identifying the affected customers, unless making such reports public is prohibited by state or federal law or by order of the CPUC.

E. DATA SECURITY

1. 3CE will follow the procedures outlined below to prevent, identify, report, and respond to security breaches of covered information. Such breaches may be unauthorized access, destruction, use, modification, or disclosure to third parties for secondary purposes.

2. Procedures:
i. Upon employment with 3CE, employees who need access to covered information must fill out the internal access request form (see Attachment B) and have it approved by the requestor’s manager and the Director of Data and IT. ii. All 3CE employees who handle or have access to covered information must protect that information from unauthorized access, destruction, use, modification, or disclosure to noncovered entities for secondary purposes. iii. All requests for third party or agent access must be submitted using the Authorization to Receive Customer Information or Act Upon a Customer’s Behalf form (see Attachment C).
iv. All releases of covered information to third parties must be authorized by 3CE’s Director of Data and IT or their delegate.
v. Release approvals will be logged and reported by 3CE’s IT Systems Administrator. vi. Any discovery by a third party of a security breach of covered information must be reported by the third party to 3CE within one week of detection. vii. The discovering party, after receiving complaint/notification from a third party or having discovered any security breach of covered information, must immediately contact 3CE Director of Data and IT and Director of Communications. viii.3CE’s Director of Data and IT will then quantify and validate the type and extent of the security breach(es).
ix. 3CE will report any single security breach of covered information affecting 1,000 or more 3CE customers to the CPUC’s Executive Director. 3CE will make such report within two weeks of detecting the breach or within one week of notification of a breach by a third party.

x. 3CE will report any security breaches of covered information to the CPUC’s Executive Director when ordered to do so by the CPUC.
xi. Within sixty (60) days of the end of a calendar year, 3CE’s Director of Data and IT will review all annual discoveries of security breaches of covered information and prepare a summary report to 3CE’s CCO, CEO, General Counsel, Director of Regulatory Affairs and Compliance, and Director of Finance. xii. By April 30 of each year, 3CE will file an annual report with the CPUC identifying all breaches of covered information during the prior calendar year. The report must include, for the prior calendar year: (1) the number of authorized third parties accessing covered information, and (2) the number of non-compliances with the CPUC’s security-breach requirements or with contractual provisions required by those requirements, and the number of customers affected by each non-compliance and a detailed description of each non-compliance.
xiii.At least annually, 3CE’s Director of Communications and Outreach and Director of Data and IT will review this policy and 3CE’s Notice of Accessing, Collecting, Storing, Using and Disclosing Energy Usage Information to update them based on their implementation over the prior year. Any changes to this policy or the aforementioned Notice will be reviewed by 3CE’s CEO and General Counsel and then approved by 3CE’s Operations Board of Directors.
xiv.Requests for revocation of agent or third-party access must be submitted in writing to 3CE’s Director of Communications and Energy Programs. Upon revocation, 3CE’s IT Systems Administrator will log the change(s).

F. ACCOUNTABILITY AND AUDITING

1. 3CE will submit to the CPUC on an annual basis the data breach report described in Section (E(2)(xiii)) above.

2. 3CE will conduct an independent audit of 3CE’s data privacy and security measures every three years, to be submitted to the CPUC by April 30 of the 3rd year.

First submission was April 30, 2019.

3. 3CE will provide its customers a process for reasonable access to covered information, for correction of inaccurate covered information, and for addressing customer complaints regarding covered information.

4. 3CE will provide reasonable training to all employees and contractors who use, store or process covered information.

5. 3CE will make available to the CPUC, upon request:
i. 3CE’s privacy notices, including its Notice of Accessing, Collecting, Storing, Using and Disclosing Energy Usage Information;
ii. 3CE’s internal privacy and data-security policies;
iii. The categories of agents, contractors and other third parties to which 3CE discloses covered information for a primary purpose, the identities of agents, contractors and other third parties to which 3CE discloses covered information for a secondary purpose, and the purposes for which all such information is disclosed, indicating for each category of disclosure whether it is for a primary purpose or a secondary purpose (3CE will also retain and make available to the CPUC upon request information concerning who has received covered information from 3CE); and iv. Copies of any secondary-use authorization forms by which 3CE secures customer authorization for secondary uses of covered data.

IV. POLICY COMPLIANCE
A. COMPLIANCE MEASUREMENT
The Department of Data and IT will verify compliance to this policy through various methods, including but not limited to, business tool reports, internal and external audits, and feedback to the policy owner.

B. NON-COMPLIANCE
Any employee found to have violated this policy may be subject to disciplinary action, up to and including termination of employment.

V. ATTACHMENTS
A. NOTICE OF ACCESSING, COLLECTING, STORING, USING, AND DISCLOSING ENERGY USAGE

INFORMATION
B. INTERNAL ACCESS REQUEST FOR AMI DATA FORM
C. AUTHORIZATION TO RECEIVE CUSTOMER INFORMATION OR ACT UPON A CUSTOMER’S

BEHALF FORM

Attachment A
3CE Customer Privacy Policy
May 27, 2026
Customer Privacy Policy- Notice of Accessing, Collecting, Storing, Using, and Disclosing Energy Usage Information
Central Coast Community Energy (3CE), its employees, agents, contractors, and affiliates shall maintain the confidentiality of individual customers’ names, service addresses, billing addresses, telephone numbers, email addresses, account numbers, and electricity consumption, except where reasonably necessary to conduct 3CE’s business or to provide services to customers pursuant to the “Rules Regarding Privacy and Security Protections for Energy Usage Data” issued by the California Public Utilities Commission (CPUC).

Examples of reasonably necessary business purposes include but are not limited to when such disclosure is necessary to (a) comply with law, regulation, or court order; (b) enable 3CE to provide service to its customers; (c) collect unpaid bills; (d) obtain and provide credit reporting information; (e) resolve customer disputes or inquiries; (f) communicate about demand response, energy efficiency, energy management, and conservation programs, or (g) in situations of imminent threat to life or property. 3CE shall not, under any circumstance, disclose customer information for third-party telemarketing, e-mail, or direct mail solicitation.

Aggregated data that cannot be traced to specific customers may be released at 3CE’s discretion.

Customer data, including individual customer names, addresses, and electric energy usage data, is collected via PG&E’s and SCE’s metering systems. 3CE may share customer data with contractors and vendors for purposes of providing 3CE services and operating programs. Contractors and vendors are required to agree to only use customer data for program operational purposes and protect it under the same standards as 3CE. 3CE maintains customer-specific energy usage and billing information for only as long as it is reasonably necessary.

This policy was effective on January 3, 2017 and revised May 27, 2026. Notice of this policy will be provided annually to customers via an on-bill message, guiding customers to the most updated version on 3CE’s website at 3cenergy.org. Any changes to this policy between notification periods will be communicated through Central Coast Community Energy’s website. Previous versions of this policy can be requested via email through the website or by mailed request to 3CE: 70 Garden Court, Suite 300, Monterey, CA 93940.

Customers having any questions or concerns regarding the collection, storage, use, or distribution of customer information, or who wish to view, inquire about, or dispute any customer information held by 3CE or limit the collection, use, or disclosure of such information, may contact the agency via email at [email protected], [email protected] or by mail at 70 Garden Court, Suite 300, Monterey, CA 93940.

Your Choices of Energy Usage Information
You have the right to control certain secondary uses and disclosures of your energy usage information, consistent with California Public Utilities Commission rules.

For example, you can:
 Ask us not to share your data with third parties for secondary programs or purposes beyond those necessary to provide 3CE services, except as authorized by law or the CPUC.  Request summary usage data instead of detailed hourly or interval data.  Opt out of programs that require detailed energy data, like certain demand response or energy-saving programs.

What happens if you choose limits:
 You may not be able to participate in some programs that rely on detailed energy information.  Some recommendations or services we provide may be less personalized or precise.

To make a request or learn more about your options, contact us:
 Email: [email protected] or [email protected]
 Mail: 70 Garden Court, Suite 300, Monterey, CA 93940
Material changes to this notice will be posted on 3CE’s website with the effective date updated accordingly.

Additional Website and Customer Engagement Information
In addition to customer energy usage information governed by the California Public Utilities Commission, Central Coast Community Energy (3CE) collects limited personal information through its website, communications, and customer engagement activities.

Internal Access Request for AMI Data
Requestor
Desired access
Reason for access
Duration of access
Through Tenure of employment with Central Coast Community Energy Until Date
Approval
Manager
Internal Ops
Attachment B

AUTHORIZATION TO RECEIVE CUSTOMER INFORMATION
OR ACT UPON A CUSTOMER’S BEHALF

THIS IS A LEGALLY BINDING CONTRACT, PLEASE READ CAREFULLY (Please Print or Type)
I,

NAME TITLE (IF APPLICABLE)
of (Customer) have the following mailing address NAME OF CUSTOMER OF RECORD , and do hereby appoint

MAILING ADDRESS CITY STATE ZIP
of

NAME OF THIRD-PARTY MAILING ADDRESS

CITY STATE ZIP
To act as my agent and consultant (Agent) for the listed account(s) and in the categories indicated below:

ACCOUNTS INCLUDED IN THIS AUTHORIZATION:

1. SERVICE ADDRESS CITY ACCOUNT NUMBER

2. SERVICE ADDRESS CITY ACCOUNT NUMBER

3. SERVICE ADDRESS CITY ACCOUNT NUMBER
(For more than three accounts, please list additional accounts on a separate sheet and attach it to this form) INFORMATION, ACTS AND FUNCTIONS AUTHORIZED – This authorization provides authority to the Agent. The Agent must thereafter provide specific written instructions/requests (e-mail is acceptable) about the account(s) before any information is released or action is taken. In certain instances, the requested act or function may result in cost to you, the customer. Requests for information may be limited to the most recent 12-month period.

Attachment C

I (Customer) authorize my Agent to act on my behalf to perform the following specific acts and functions (initial all applicable boxes):

1. Request and receive billing records, billing history and all meter usage data used for bill calculation for all of my account(s), as specified herein, regarding utility services furnished by the Utility1.

2. Request and receive copies of correspondence in connection with my account(s) concerning (initial all that apply):
a. Verification of rate, date of rate change, and related information; b. Contracts and Service Agreements;
c. Previous or proposed issuance of adjustments/credits; or d. Other previously issued or unresolved/disputed billing adjustments.

3. Request investigation of my utility bill(s).

4. Request special metering, and the right to access interval usage and other metering data on my account(s).

5. Request rate analysis.

6. Request rate changes.

7. Request and receive verification of balances on my account(s) and discontinuance notices.

8. Request and receive information related to my participation in Energy Programs, including application, status, rebate amounts, planning and technical assistance documents and participation details.

Central Coast Community Energy, will provide standard customer information without charge up to two times in a 12-month period per service account. After two requests in a year, I understand I may be responsible for charges that may be incurred to process this request.

I (CUSTOMER) AUTHORIZE THE RELEASE OF MY ACCOUNT INFORMATION AND AUTHORIZE MY AGENT TO ACT ON MY BEHALF ON THE FOLLOWING BASIS2
(initial one box only):
2 If no time period is specified, authorization will be limited to a one-time authorization One-time authorization only (limited to a one-time request for information and/or the acts and functions specified above at the time of receipt of this Authorization).

One-year authorization - Requests for information and/or for the acts and functions specified above will be accepted and processed each time requested within the twelve-month period from the date of execution of this Authorization.

Authorization is given for the period between ______________________to _______________________.

Requests for information and/or for the acts and functions specified above will be accepted and processed each time requested within the authorization period specified herein.

I (CUSTOMER) AUTHORIZE CENTRAL COAST COMMUNITY ENERGY TO REVOKE AGENT ACCESS AND PERMISSIONS.

AUTHORIZATION REVOCATION:
o Authorization is revoked effective _______________.

RELEASE OF ACCOUNT INFORMATION:

The Utility will provide the information requested above, to the extent available, via any one of the following. My (Agent) preferred format is (check all that apply):

Hard copy via US Mail (if applicable).

Facsimile at this telephone number:

Electronic format.

I (Customer), (print name of authorized signatory), declare under penalty of perjury under the laws of the State of California that I am authorized to execute this document on behalf of the Customer of Record listed at the top of this form and that I have authority to financially bind the Customer of Record. I further certify that my Agent has authority to act on my behalf and request the release of information for the accounts listed on this form and perform the specific acts and functions listed above. I understand the Utility reserves the right to verify any authorization request submitted before releasing information or taking any action on my behalf. I authorize the Utility to release the requested information on my account or facilities to the above Agent who is acting on my behalf regarding the matters listed above. I hereby release, hold harmless, and indemnify the Utility from any liability, claims, demands, causes of action, damages, or expenses resulting from: 1) any release of information to my Agent pursuant to this Authorization; 2) the unauthorized use of this information by my Agent; and 3) from any actions taken by my Agent pursuant to this Authorization, including rate changes. I understand that I may cancel this authorization at any time by submitting a written request. [This form must be signed by someone who has authority to financially bind the customer (for example, CFO of a company or City Manager of a municipality).]

AUTHORIZED CUSTOMER SIGNATURE TELEPHONE NUMBER
Executed at

DAY MONTH YEAR CITY AND STATE EXECUTED
I (Agent), hereby release, hold harmless, and indemnify the Utility from any liability, claims, demand, causes of action, damages, or expenses resulting from the use of customer information obtained pursuant to this authorization and from the taking of any action pursuant to this authorization, including rate changes.

AGENT SIGNATURE TELEPHONE NUMBER

COMPANY
Executed

DAY MONTH YEAR

FOR INTERNAL USE ONLY
Authorized By:___________________________________________Date:____________________________________ Print name:______________________________________________

Staff Report Item 10
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Juan Lopez, Director of Finance
SUBJECT: Authorize the CEO to execute an agreement with PFM Financial Advisors for municipal advisory services including the issuance of prepayment bonds, swap services, and establishment of a credit facility, in an amount not to exceed $275,000
DATE: May 27, 2026
RECOMMENDATION:

Authorize the CEO to execute an agreement with PFM Financial Advisors for municipal advisory services including the issuance of prepayment bonds, swap services, and establishment of a credit facility, in an amount not to exceed $275,000.

BACKGROUND:

Central Coast Community Energy (3CE) continues to pursue financial strategies that reduce long-term power supply costs, maintain rate stability, and enhance financial flexibility. In 2023, 3CE completed its first energy prepayment transaction through the California Community Choice Financing Authority (CCCFA), which issued $647.8 million in clean energy project revenue bonds to finance prepaid clean energy supply for 3CE.

PFM Financial Advisors LLC (PFM) served as financial advisor to 3CE’s first prepayment transaction. The proposed agreement would be 3CE’s second engagement with PFM for municipal advisory services related to an energy prepayment transaction.

On March 18, 2026, the Policy Board authorized the CEO to proceed with the development, structuring, and execution of a second energy prepayment transaction in 2026, with an estimated par amount between $800 million and $1.2 billion, subject to market conditions, savings thresholds, and final approvals. Because prepayment transactions require specialized municipal advisory, swap advisory, and

credit facility support, staff recommends engaging PFM again, based on its prior work with 3CE, its familiarity with the transaction structure, and its experience supporting prepayment bond transactions.

DISCUSSION/ANALYSIS:

The proposed agreement will support 3CE’s second energy prepayment transaction and related financing needs. PFM’s scope includes financial modeling, supplier evaluation, transaction structuring, review of financing documents, pricing analysis, working group coordination, closing support, and post-transaction reporting. PFM Swap Advisors LLC will provide swap advisory services, including serving as a municipal advisor and a qualified independent representative for swap-related communications. These services include reviewing hedge structures, swap documentation, counterparty bids, pricing terms, and related closing matters.

PFM will also provide advisory services for establishing a credit facility. This includes assisting with bank market review, preparing and distributing a request for proposals, analyzing responses, supporting bank negotiations, and reviewing related documentation. A credit facility gives 3CE ready access to liquidity to manage market volatility, collateral needs, and timing gaps while supporting rate stability.

Approval of this agreement does not approve the issuance of bonds, final transaction documents, a final energy supplier, swap counterparty, or credit facility. Staff will return to the appropriate Board for any additional approvals required before final execution of the prepayment transaction or related financing documents.

FISCAL IMPACT:

The total not-to-exceed amount of the proposed agreement is $275,000. The draft agreement provides that compensation will be paid as a flat fee upon successful completion of the prepayment bond issuance ($250,000 NTE for prepay and credit facility, $25,000 NTE for swap advisory services).

Transaction costs, including PFM advisory fees and other issuance costs, are expected to be paid from bond proceeds at closing.

There is no anticipated impact on 3CE’s operating budget beyond staff time and any preliminary expenses managed within existing budget authority. Final prepay execution remains subject to market conditions and achievement of minimum savings thresholds.

CONCLUSION:

The Board’s approval of this action authorizes the CEO to engage PFM Financial Advisors LLC for a second time to provide specialized municipal advisory, swap advisory, and credit facility advisory services needed to advance 3CE’s second energy prepayment transaction. This action supports 3CE’s continued efforts to reduce long-term power supply costs, improve rate stability, and maintain financial flexibility.

ATTACHMENT(S):

1. Draft PFM Financial Advisors LLC Standard Services Agreement

5/7/2026 1 Contract Number: FIN-2026-001

CENTRAL COAST COMMUNITY ENERGY

STANDARD SERVICES AGREEMENT
This Agreement is made by and between CENTRAL COAST COMMUNITY ENERGY (“3CE”) and PFM Financial Advisors LLC (“PFMFA”), together with its affiliate, PFM Swap Advisors LLC (“PFMSA) (hereinafter “CONTRACTOR”), a Delaware limited liability company located 1735 Market Street, 42nd Floor, Philadelphia, PA 19103.

PFMFA and PFM Affiliate shall both be bound to the terms and conditions of this Agreement; provided, however, that each will provide its services pursuant to a separate scope of work (“Scope of Work”), included in Exhibit “A” to this Agreement. Collectively, PFMFA and PFM Affiliate shall be referred to throughout this Agreement as “CONTRACTOR”.

In consideration of the mutual covenants and conditions set forth in this Agreement, the Parties agree as follows:

1. GENERAL DESCRIPTION

1.1. 3CE hereby engages CONTRACTOR to perform, and CONTRACTOR hereby agrees to perform, the services described in Exhibit A in conformity with the terms of this Agreement. The goods and/or services are generally described as: Financial and Swap Advisor Services, subject to separate Scopes of Work.

2. PAYMENT PROVISIONS

2.1. 3CE shall pay the CONTRACTOR in accordance with the payment provisions set forth in Exhibit B, subject to the limitations set forth in this Agreement. The total amount payable by 3CE to CONTRACTOR under this Agreement shall be a flat fee of $275,000 paid upon successful completion of Prepayment Bond Issuance.

3. TERM OF AGREEMENT

3.1. The term of this Agreement is from date of full execution by all parties until Prepayment Bond Issuance unless sooner terminated pursuant to the terms of this Agreement. This Agreement is of no force or effect until signed by both the CONTRACTOR and 3CE, with 3CE’s execution to be last in time. CONTRACTOR may not commence work under this Agreement before 3CE signs this Agreement.

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

4. SCOPE OF SERVICES AND ADDITIONAL PROVISIONS

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

4.1.1.Exhibit A: Scope of Services

4.1.2.Exhibit B: Payment Terms

4.1.3.Exhibit C: Procedures for Unauthorized Release of Covered Information Docusign Envelope ID: 127AAC21-38F6-8692-839F-E3DCE051D7CA

5/7/2026 2 Contract Number: FIN-2026-001

5. PERFORMANCE STANDARDS

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

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

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

6. PAYMENT CONDITIONS

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

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

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

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

7. TERMINATION

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

7.2. 3CE may cancel and terminate this Agreement for good cause effective immediately upon written notice to CONTRACTOR. “Good cause” includes the failure of CONTRACTOR to perform the required services at the time and in the manner provided under this Agreement. If 3CE Docusign Envelope ID: 127AAC21-38F6-8692-839F-E3DCE051D7CA

5/7/2026 3 Contract Number: FIN-2026-001
terminates this Agreement for good cause, 3CE may be relieved of the payment of any consideration to CONTRACTOR, and 3CE may proceed with the work in any manner, which 3CE deems proper. The cost to 3CE shall be deducted from any sum due the CONTRACTOR under this Agreement.

8. INDEMNIFICATION

8.1. CONTRACTOR shall indemnify, defend, and hold harmless 3CE, its Directors, Board members, officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, the negligent or intentionally wrongful performance of this Agreement by CONTRACTOR and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by 3CE.

The CONTRACTOR shall reimburse 3CE for all costs, attorneys’ fees, expenses and liabilities incurred with respect to any litigation in which the CONTRACTOR is obligated to indemnify, defend and hold harmless 3CE under this Agreement.

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

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

9. INSURANCE REQUIREMENTS

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

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

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

9.2.1.2. Business Automobile Liability Insurance, covering all motor vehicles, including owned, leased, non-owned, and hired vehicles, used in providing services under this Agreement, with a combined single limit for Bodily Injury and Property Damage of not less than $500,000 per occurrence.

Docusign Envelope ID: 127AAC21-38F6-8692-839F-E3DCE051D7CA

5/7/2026 4 Contract Number: FIN-2026-001

9.2.1.3. Workers’ Compensation Insurance, if CONTRACTOR employs others in the performance of this Agreement, in accordance with California Labor Code section 3700 and with Employer’s Liability limits not less than $1,000,000 each person, $1,000,000 each accident and $1,000,000 each disease.

9.2.1.4. Professional Liability Insurance, if required for the professional services being provided, (e.g., those persons authorized by a license to engage in a business or profession regulated by the California Business and Professions Code), in the amount of not less than $1,000,000 per claim and $2,000,000 in the aggregate, to cover liability for malpractice or errors or omissions made in the course of rendering professional services. If professional liability insurance is written on a “claims-made” basis rather than an occurrence basis, the CONTRACTOR shall, upon the expiration or earlier termination of this Agreement, obtain extended reporting coverage (“tail coverage”) with the same liability limits. Any such tail coverage shall continue for at least three years following the expiration or earlier termination of this Agreement.

9.3. Unless otherwise specified by this Agreement, all such insurance shall be written on an occurrence basis, or, if the policy is not written on an occurrence basis, such policy with the coverage required herein shall continue in effect for a period of three years following the date CONTRACTOR completes its performance of services under this Agreement.

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

10. RECORD AND CONFIDENTIALITY

10.1. CONTRACTOR and its officers, employees, agents, and subcontractors shall comply with any and all federal, state, and local laws, which provide for the confidentiality of records and other information. CONTRACTOR shall not disclose any confidential records or other confidential information received from 3CE or prepared in connection with the performance of this Agreement, unless 3CE specifically permits CONTRACTOR to disclose such records or information, or disclosure is required by law. CONTRACTOR shall promptly transmit to 3CE any and all requests for disclosure of any such confidential records or information, to the extent not legally prohibited. CONTRACTOR shall not use any confidential information gained by CONTRACTOR in the performance of this Agreement except for the sole purpose of carrying out CONTRACTOR’s obligations under this Agreement.

10.1.1. Confidential Information specifically includes Covered Information (as defined in Exhibit C), including Protected Personal Information(“PPI”) that identifies, relates to, describes, or Docusign Envelope ID: 127AAC21-38F6-8692-839F-E3DCE051D7CA

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is capable of being associated with, or could reasonably be linked, directly or indirectly, with a consumer, household, or customer account. All such Covered Information and PPI must fully be protected from disclosure as set forth in California Public Utility Commission Decision D.12-08-045. In the event of an unauthorized release of Covered Information and PPI, CONTRACTOR shall comply with Exhibit C, Procedures for Unauthorized Release of Covered Information.

10.2. Upon expiration or termination of this Agreement, CONTRACTOR shall return to 3CE any 3CE records which CONTRACTOR used or received from 3CE to perform services under this Agreement.

10.3. CONTRACTOR shall prepare, maintain, and preserve all reports and records that may be required by federal, state, and local rules and regulations related to services performed under this Agreement. CONTRACTOR shall maintain such records for a period of at least three years after receipt of final payment under this Agreement. If any litigation, claim, negotiation, audit exception, or other action relating to this Agreement is pending at the end of the three-year period, then CONTRACTOR shall retain said records until such action is resolved.

10.4. 3CE shall have the right to examine, monitor and audit all records, documents, conditions, and activities of the CONTRACTOR and its subcontractors related to services provided under this Agreement. Pursuant to Government Code section 8546.7, if this Agreement involves the expenditure of public funds in excess of $10,000, the parties to this Agreement may be subject, at the request of 3CE or as part of any audit of 3CE, to the examination and audit of the State Auditor pertaining to matters connected with the performance of this Agreement for a period of three years after final payment under the Agreement.

10.5. 3CE shall have a royalty-free, exclusive and irrevocable license to reproduce, publish, and use, and authorize others to do so, all original computer programs, writings, sound recordings, pictorial reproductions, drawings, and other works of similar nature produced in the course of or under this Agreement. CONTRACTOR shall not publish any such material without the prior written approval of 3CE.

11. NON-DISCRIMINATION

11.1. During the performance of this Agreement, CONTRACTOR, and its subcontractors, shall not unlawfully discriminate against any person because of race, religious creed, color, sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age (over 40), or sexual orientation, either in CONTRACTOR’s employment practices or in the furnishing of services to recipients. CONTRACTOR shall ensure that the evaluation and treatment of its employees and applicants for employment and all persons receiving and requesting services are free of such discrimination. CONTRACTOR and any subcontractor shall, in the performance of this Agreement, fully comply with all federal, state, and local laws and regulations which prohibit discrimination. The provision of services primarily or exclusively to Docusign Envelope ID: 127AAC21-38F6-8692-839F-E3DCE051D7CA

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such target population as may be designated in this Agreement shall not be deemed to be prohibited discrimination.

12. INDEPENDENT CONTRACTOR

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

13. NOTICES

13.1. Notices required under this Agreement shall be delivered personally or by first-class, postage pre-paid mail to 3CE and CONTRACTOR’S contract administrators at the addresses listed below:

Central Coast Community
Energy
PFM Financial Advisors LLC With a Copy to: PFM Swap
Advisors LLC
Chief Financial Officer Michael Berwanger, Managing
Director
George Hu, Director
70 Garden Court, Suite 300 222 N. Pacific Coast Hwy., 10th Floor
1735 Market St. 42nd Floor
Monterey, CA 93940 El Segundo, CA 90245 Philadelphia, PA 19103

14. MISCELLANEOUS PROVISIONS

14.1. Conflict of Interest. CONTRACTOR represents that it presently has no interest and agrees not to acquire any interest during the term of this Agreement, which would directly, or indirectly conflict in any manner or to any degree with the full and complete performance of the services required to be rendered under this Agreement.

14.2. Amendment. This Agreement may be amended or modified only by an instrument in writing signed by 3CE and the CONTRACTOR.

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

14.4. Contractor. The term “CONTRACTOR” as used in this Agreement includes CONTRACTOR’s officers, agents, and employees acting on CONTRACTOR’s behalf in the performance of this Agreement.

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

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

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

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

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

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

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

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

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

14.14. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

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

14.16. Integration. This Agreement, including the exhibits, represent the entire Agreement between 3CE and the CONTRACTOR with respect to the subject matter of this Agreement and Docusign Envelope ID: 127AAC21-38F6-8692-839F-E3DCE051D7CA

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shall supersede all prior negotiations, representations, or agreements, either written or oral, between 3CE and the CONTRACTOR as of the effective date of this Agreement, which is the date that 3CE signs the Agreement.

14.17. Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the provisions of this Agreement and the Provisions of any exhibit or other attachment to this Agreement, the provisions of this Agreement shall prevail and control.

SIGNATURE OF THE PARTIES:

PFM Financial Advisors LLC Central Coast Community Energy BY:_________________________________ BY:______________________________________ Michael Berwanger, Managing Director Robert M. Shaw
Date: ____________________________ Date: ____________________________ PFM Swap Advisors LLC Approved as to Form
BY:__________________________________ BY:______________________________________ George Hu, Director Charles McKee, General Counsel
Date: ____________________________ Date: ____________________________ Approved as to Financial Terms
BY:______________________________________
Dewayne Woods, Chief Financial Officer
Date: ____________________________
Docusign Envelope ID: 127AAC21-38F6-8692-839F-E3DCE051D7CA 5/7/2026
5/8/2026 5/8/2026
5/8/2026

5/7/2026 9 Contract Number: FIN-2026-001
Exhibit A: Scope of Services
Energy Prepayment – PFM Financial Advisors LLC
The terms and conditions of the Agreement between 3CE, PFMFA and PFMSA are incorporated into this Scope of Services by reference.

Third-Party Evaluation and Selection
A. Drafting and issuing all third-party services required for the transaction which will be procured through a competitive RFP/RFQ led by PFM.

B. PFM will incorporate any edits 3CE may have after which PFM would issue the RFP/RFQ.

C. Upon receipt of all the responses, PFM would summarize and present them to 3CE for review.

D. PFM would provide additional feedback or context to 3CE regarding the RFP responses if there is deficient information from proposers.

E. Attend and participate in meetings required to put together a working group.

F. PFM will help 3CE evaluate and provide our independent recommendations.

Task 1. Communications
A. Serve as the “prepay bond” subject matter expert to 3CE.

B. Present at Board of Directors meetings and briefings or preparing presentation materials.

C. Create, facilitate, and attend weekly Prepayment Transaction calls after the initial distribution of documentation.

Task 2. Project Management Support
A. PFMFA will serve as the central coordinator of all transaction participants.

B. Work with the Underwriter as well as the other parties in the working group including Bond Counsel, Disclosure Counsel, Supplier’s Counsel and Underwriter’s Counsel to ensure that the proposed timeline of issuing the prepaid bonds is acceptable to 3CE.

C. Throughout the transaction, review all of the key documents, discussed below:
i. Basic Documents
• Preliminary and Final Official Statements
• Trust Indenture
• Prepaid Energy Sales Agreement
• Bond Purchase Contract
• Re-Pricing Agreement
• Front-End and Back-End Custodial Agreements
• Continuing Disclosure Undertaking
• Debt Service Account Investment Agreement
• Energy Provider Guarantees
• Power Supply Contract
• Limited Assignment Agreement
• Tax Certificate
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ii. Issuer Documents
• Resolutions
Task 3. Prepay Transaction Risk and Risk Mitigant Identification and Evaluation There are many benefits and considerations that must be evaluated in order to make informed decisions throughout a prepayment transaction. Throughout the prepayment transaction work, the following considerations will evolve and ad-hoc reporting and discussion will be provided by PFM to assess prepay transaction risk and mitigating factors:

A. Maximizing Term / Savings
B. PPA Production Considerations
C. CA Regulatory Framework – Long Term Contracting
D. Segmented Structure / Re-Pricing
E. LLC Structure
Task 4. Prepay Transaction Management, Technical Support and Analysis A. Run point on technical support and analysis.

B. Independently help 3CE review various PPAs and scenarios to help formulate its desired finance plan.

C. Work in tandem with the banks to ensure both parties agree on assumptions, deal specifics etc.

D. Review and provide feedback on any supplemental investor materials including investor roadshows and other marketing materials.

E. Provide minute-by-minute analysis during the order period, negotiate with the rating agencies regarding their fees, and communicate to 3CE these details.

F. Proactively collect and consolidate all other costs of issuance expenses.

G. On the prepayment transaction, provide the tax certificate supporting the reasonable expectation that the prepay bonds will run to term assuming at least one successful repricing.

H. Generate the FA provided certificate for tax counsel and assist 3CE in issuing an RFP/RFQ for a bidding agent for the reserve fund and debt service fund investment.

Task 5. Post-Pricing Activities
A. Coordinate any post-closing activities, including reviewing the closing memorandum provided by the Underwriter and ensuring the timing and accurate transfer of funds.

B. Collect and verify all the invoices from the working group to provide to the Bond Trustee.

C. Timely provide a transaction report in PowerPoint presentation or memo format summarizing the executed prepayment transaction.

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Line of Credit
All credit facilities will be procured through a competitive RFQ/RFP process lead by PFMFA including but not limited to:

A. Educate 3CE on the current options in the bank credit market.

B. Review, finalize, and distribute the Request for Proposal package for the Line of Credit.

C. Review and edit the list of potential providers for the RFP/RFQ.

D. Field and coordinate answers in conjunction with the 3CE team to questions from potential credit providers.

E. Collect, review and analyze RFP/RFQ responses.

F. Assist 3CE in best and final solicitations.

G. Assist 3CE in determining best course of action.

H. Participate in bank negotiations including consulting with 3CE on business terms, reviewing and commenting on proposed liquidity facility terms.

I. Assist in the document review and negotiations with the bank(s) chosen to proceed.

J. Assist with any other related matters at the direction of 3CE.

PFMFA is a registered municipal advisor with the Securities and Exchange Commission (the “SEC”) and the Municipal Securities Rulemaking Board (the “MSRB”), pursuant to the Securities Exchange Act of 1934 Rule 15Ba1-2. The parties agree that if 3CE has designated PFMFA as its independent registered municipal advisor (“IRMA”) for purposes of SEC Rule 15Ba1-1(d)(3)(vi) (the “IRMA exemption”), the services provided pursuant to such designation shall be the services described in Exhibit A hereto, subject to any agreed upon limitations. Verification of independence (as is required under the IRMA exemption) shall be the responsibility of the third party seeking to rely on such IRMA exemption.

PFMFA shall have the right to review and approve in advance any representation of PFMFA’s role as IRMA to 3CE.

MSRB Rules require that municipal advisors make written disclosures to their clients of all material conflicts of interest, certain legal or disciplinary events and certain regulatory requirements, which are provided in PFMFA’s Disclosure Statement delivered to 3CE prior to or together with this Agreement.

Upon request of 3CE, an affiliate of PFMFA or a third party referred or otherwise introduced by PFMFA and/or designated by 3CE may provide additional services to 3CE under a separate writing, including separate scope and compensation, between 3CE and such affiliate or third party. For the sake of clarity, any separate agreement between 3CE and an affiliate of PFMFA or third party shall not in any way be deemed an amendment or modification of this Agreement.

All information, data, reports, and records in the possession of 3CE or any third party necessary for carrying out any services to be performed under this Agreement (“Data”) shall be furnished to PFMFA.

PFMFA may rely on the Data in connection with its provision of the services under this Agreement and the provider thereof shall remain solely responsible for the adequacy, accuracy or completeness of such Data.

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Energy Prepayment – PFM Swap Advisors LLC
The terms and conditions of the Agreement between 3CE, PFMFA and PFMSA are incorporated into this Scope of Services by reference.

PFMSA will serve 3CE as Municipal Advisor and designated Qualified Independent Representative (“QIR”) in the provision of general swap advisory services related to any swap-related communication, interaction or other discussion (“Swap Communication”) between 3CE and Swap Dealers (as such term is defined by the Securities and Exchange Commission (“SEC”) and the Commodity Futures Trading Commission (“CFTC”)).

PFMSA is obligated to comply with the applicable requirements of CFTC Regulation 17 CFR 23.450(b)(1) in providing QIR services to 3CE:
• As QIR to 3CE, PFMSA will make available qualified professionals to participate in discussions and other interactions with Swap Dealers as 3CE finds necessary or desirable. Additionally, PFMSA will assist 3CE with analysis of any proposals from Swap Dealers. PFMSA may assist 3CE with other swap related tasks such as helping write a swap policy or other related analysis upon 3CE’s request. PFMSA will also assist 3CE, as needed, in completing the ISDA Dodd-Frank Protocols and other matters to comply with the regulatory requirements imposed under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. • Analyze and model alternative hedge structures and provide price indications. • Review and comment on all hedge documentation and business terms. • Assist in counterparty selection and developing terms for a request for bids (if desired). • Review competitive bids and make a recommendation for award or if so determined. • Negotiate the pricing terms and structure with the Counterparty(s). • Coordinate the closing of the transaction.

MSRB Rules require that municipal advisors make written disclosures to their clients of all material conflicts of interest, certain legal or disciplinary events and certain regulatory requirements, which are provided in PFMSA’s Disclosure Statement delivered to the 3CE prior to or together with this Agreement Letter.

PFMSA is a registered municipal advisor with the SEC and the Municipal Securities Rulemaking Board (the “MSRB”), pursuant to the Securities Exchange Act of 1934 Rule 15Ba1-2. As of the date of this Agreement Letter, 3CE has not designated PFMSA as its independent registered municipal advisor (“IRMA”) for purposes of SEC Rule 15Ba1-1(d)(3)(vi) (the “IRMA exemption.”). 3CE agrees not to represent that PFMSA is 3CE’s IRMA with respect to any aspect of a municipal securities issuance or municipal financial product, without PFMSA’s prior written consent.

All information, data, reports, and records in the possession of 3CE or any third party necessary for carrying out any services to be performed under this Agreement Letter (“Data”) shall be furnished to PFMSA. PFMSA may rely on the Data in connection with its provision of the services under this Agreement and the provider thereof shall remain solely responsible for the adequacy, accuracy or completeness of such Data.

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Exhibit B: Payment Terms

1. Invoice Submissions
CONTRACTOR shall submit an itemized invoice of the services described in Exhibit A after successful Bond Issuance. Invoices must include a description of the work performed, corresponding cost, and any other supporting documentation reasonably requested by 3CE [Note: we will send 3CE a copy of the invoice but invoice will also go to the bond trustee who will pay all costs of issuance out of the cost of issuance fund. 3CE wont be paying any vendor directly here]]

2. Payment Timeline
3CE shall remit payment to CONTRACTOR within thirty (30) calendar days of receiving a properly submitted and undisputed invoice after successful Prepayment Bond Issuance. If any portion of the invoice is disputed, 3CE shall notify CONTRACTOR in writing within fifteen (15) calendar days of receipt.

3. Maximum Compensation
Total compensation under the Prepayment Bond Issuance Services and Line of Credit Services shall not exceed $250,000, including all labor, materials, travel, shipping, and other associated cost, unless modified in writing by both Parties.

Total compensation under the Swap Advisor Services shall not exceed $25,000, including all labor, materials, travel, shipping, and other associated cost, unless modified in writing by both Parties.

Total compensation under the entire Agreement shall not exceed $275,000, including all labor, materials, travel, shipping, and other associated cost, unless modified in writing by both Parties.

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Exhibit C: Procedures for Unauthorized Release of Covered Information SCOPE
To the extent applicable, CONTRACTOR hereby agrees to adhere to these Procedures for detecting and reporting the unauthorized release of Covered Information, including Protected Personal Information (“PPI”).

These Procedures apply to the following unauthorized release activities:

1. Unauthorized access

2. Unauthorized destruction

3. Unauthorized use

4. Unauthorized modification

5. Disclosure to third parties for Secondary Purposes (see below)

DEFINITIONS
Covered Entity – (1) any Community Choice Aggregator or Electrical Service Provider (when providing service to residential or small commercial customers), or any third party that provides services to a Community Choice Aggregator or Electrical Service Provider (when providing service to residential or small commercial customers) under contract, (2) any third party who accesses, collects, stores, uses or discloses covered information pursuant to an order of the Commission, unless specifically exempted, who obtains this information from an electrical corporation, a Community Choice Aggregator or an Electrical Service Provider (when providing service to residential or small commercial customers), or (3) any third party, when authorized by the customer, that accesses, collects, stores, uses, or discloses covered information relating to 11 or more customers who obtains this information from an electrical corporation, a Community Choice Aggregator or an Electrical Service Provider (when providing service to residential or small commercial customers).

Covered Information -- any usage information obtained through the use of the capabilities of Advanced Metering Infrastructure when associated with any information that can reasonably be used to identify an individual, family, household, residence, or non-residential customer, except that covered information does not include usage information from which identifying information has been removed such that an individual, family, household or residence, or non-residential customer cannot reasonably be identified or re-identified. Covered information, however, does not include information provided to the California Public Utilities Commission (the “Commission”) pursuant to its oversight responsibilities.

Primary Purposes – The “primary purposes” for the collection, storage, use, or disclosure of covered information, as outlined in Rule 1(c) of Attachment B, are to:

1. Provide or bill for electrical power or gas,

2. Provide for system, grid, or operational needs,

3. Provide services as required by state or federal law or as specifically authorized by an order of the Commission, or

4. Plan, implement, or evaluate demand response, energy management, or energy efficiency programs under contract with a Community Choice Aggregator or and Electrical Service Provider Docusign Envelope ID: 127AAC21-38F6-8692-839F-E3DCE051D7CA

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(when providing service to residential or small commercial customers), under contract with the Commission, or as part of a Commission authorized program conducted by a governmental entity under the supervision of the Commission.

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

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

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

PROCEDURE
Detecting and Reporting of Unauthorized Releases

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

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

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

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

Unauthorized Release Handling Procedure

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

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

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

Review and Training

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

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

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Staff Report Item 11
TO: 3CE Policy Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Juan Lopez, Director of Finance
SUBJECT: Informational Update on 3CE’s Second Energy Prepayment Transaction (estimated $800 million – $1.2 billion)
DATE: May 27, 2026
RECOMMENDATION:

Receive an informational update on 3CE’s second energy prepayment transaction (estimated $800 million – $1.2 billion).

BACKGROUND:

Central Coast Community Energy (3CE) continues to pursue financial strategies designed to lower long-term power supply costs, increase rate stability, and enhance financial flexibility. In 2023, 3CE completed its first energy prepayment transaction through the California Community Choice Financing Authority (CCCFA), which issued $647.8 million in clean energy project revenue bonds to finance prepaid clean energy supply for 3CE. That transaction generated meaningful cost savings and established 3CE as an experienced participant in this financing structure.

Energy prepayment transactions allow a load serving entity to prepay for a long-term supply of energy using non-recourse tax-exempt bond proceeds. These transactions are used by community choice aggregators, municipal utilities, and other load-serving entities across the country and have historically generated savings of approximately 7–12% relative to contracted market pricing, depending on market conditions.

Based on the success of the prior transaction and current market conditions, staff has initiated planning for a second prepayment transaction in 2026. On March 18, 2026, the Policy Board authorized the CEO to proceed with the development, structuring, and execution of a second energy prepayment transaction in 2026, with an estimated par amount between $800 million and $1.2 billion.

That authorization was subject to market conditions, the achievement of minimum savings thresholds, and final Board approval of the transaction documents.

The Policy Board also directed staff to bring to the Operations Board the engagement of necessary advisors to support the transaction. The separate action item on this agenda addresses the engagement of PFM Financial Advisors LLC as municipal advisor for the transaction.

DISCUSSION/ANALYSIS:

TRANSACTION STRUCTURE
Prepayment transactions are complex financings involving multiple counterparties and a specially formed Joint Powers Authority (JPA) issuer. The general structure of 3CE’s second prepayment transaction is expected to follow the same framework used in the 2023 transaction:
 3CE partially assigns existing or newly executed power purchase agreements to a counterparty  3CE enters into a Clean Energy Purchase Contract with a JPA formed to facilitate the financing (CCCFA)
 The JPA issues non-recourse tax-exempt bonds to investors  Bond proceeds are used to prepay the energy supplier for a long-term supply of power (typically up to 30 years)
 The supplier delivers energy under a Master Power Supply Agreement to the JPA.  The JPA delivers energy to 3CE
 3CE makes periodic payments to the JPA at a discounted rate relative to prevailing market pricing.
 The JPA uses those revenues to repay bondholders.

The bonds are structured as non-recourse obligations of the JPA, payable solely from revenues derived from the energy supply contract. 3CE’s payment obligation is tied to energy deliveries. Initial financing terms are typically structured for 4–6 years with anticipated refinancings over the life of the prepaid energy term.

FINANCING TEAM AND PROCUREMENT PROCESS
Staff is in the process of assembling the full financing team necessary to execute the transaction. The following roles are anticipated:
 Municipal Advisor/Swap Advisor: PFM Financial Advisors LLC (subject to Operations Board approval on this agenda)
 Senior Managing Underwriter: To be selected through a competitive Request for Proposals (RFP) process
 Bond Counsel, Tax Counsel, and Disclosure Counsel: To be selected through a competitive RFP process
 Energy Supplier/Counterparty: To be selected based on market pricing, credit considerations, and RFP outcomes
 Credit Facility Provider: To be selected through a bank market RFP process

PFM will prepare and distribute RFPs for the remaining transaction services to ensure competitive selection of service providers. Staff will return to the appropriate Board for any further approvals required before execution of final transaction documents.

POTENTIAL BENEFITS AND KEY RISKS:

Potential Benefits:
 Long-term energy cost savings and improved rate competitiveness for 3CE customers  Diversification of energy procurement and financing strategies  Budget certainty and long-term supply price stability  No direct recourse to 3CE beyond contractual energy payments Key Risks:
 Counterparty credit and performance risk
 Market savings may not meet established minimum thresholds, in which case staff would not proceed with the transaction
FISCAL IMPACT:

Transaction costs, including financial advisory fees, underwriting fees, legal fees, and other issuance expenses, are expected to be paid from bond proceeds at closing. There is no anticipated impact on 3CE’s operating budget beyond staff time and preliminary structuring expenses incurred prior to bond issuance. Final execution of the transaction will depend on achieving the minimum savings thresholds set by staff, which the Policy Board will review before pricing.

CONCLUSION:

The Policy Board has authorized the CEO to proceed with the development, structuring, and execution of a second energy prepayment transaction in 2026, with an estimated par amount between $800 million and $1.2 billion. Since that authorization, staff has advanced the transaction and secured PFM Financial Advisors LLC as the municipal advisor to support transaction development and execution.

This update keeps the Operations Board informed on the transaction status, PFM's engagement, and the next steps in evaluating and advancing the financing. Staff will return to the appropriate Board for any additional approvals required before final execution of the transaction or related financing documents.

ATTACHMENT(S):

None.

Staff Report Item 12
TO: Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Gina Urmatan, Senior Accountant
SUBJECT: 3CE’s FY 2024-25 Audited Financial Statements
DATE: April 8, 2026
RECOMMENDATION:

Receive 3CE’s FY 2024-25 Audited Financial Statements.

BACKGROUND:
3CE is responsible for the preparation and fair presentation of its financial statements in accordance with generally accepted accounting principles (GAAP). The independent auditor, Sorren CPAs, conducted the audit in accordance with auditing standards generally accepted in the United States of America (GAAS). The auditors issued an unmodified ('clean') audit opinion, affirming that the financial statements present fairly, in all material respects, the financial position of 3CE as of September 30, 2025, and 2024.

The auditors reported no material weaknesses in internal controls and communicated no significant deficiencies. The audit included required communications with those charged with governance regarding scope, timing, and significant findings.

DISCUSSION/ANALYSIS:

The Independent Auditors’ Report (Report) affirms that 3CE’s financial statements fairly present, in all material respects, the organization’s financial position as of September 30, 2024, and 2025, along with the respective changes in financial position and cash flows. The report includes an unqualified, or "clean," audit opinion, indicating that the financial statements are free from material misstatements and comply with applicable accounting standards.

The report confirms that the auditors did not identify any internal control deficiencies classified as material weaknesses. Representatives from Sorren CPAs, the external auditors, will attend the Audit and Finance Committee meeting to provide insights and address any questions regarding their review.

FY 2024-25 Financial Highlights
 Total Net Position of $262.7 million (up from $218.2 million); Unrestricted portion $254.1 million supports operations and future programs. Total net position change of 44.5 million.  Ending Cash & Equivalents and short-term investments of $212.9 million (down from $219.2 million) net change of $6.3 million, with operating cash near breakeven, investments rebalanced, and capital purchases made.
 Total Assets increased to $363.4 million (up from $327.2 million). This reflects higher receivables, accrued revenue, and investment balances.
 Total Liabilities decreased to $100.7 million from $109.1 million, reflecting lower supplier security deposits and lease liability balances.
 Operating Revenues of $667.2 million in FY 2024-25 vs. $544.5 million in FY 2024 (+22.6%), driven primarily by higher electricity load and territory expansion (Atascadero & unincorporated SLO County began service Jan 1, 2025).
 Non-operating revenues decreased by $1.8 million from prior year due to the decrease in Federal Treasury rates compared to prior year and lower cash reserves.  The cost of energy increased by approximately $44.7 million due to Resource Adequacy (RA) compliance, Renewable Portfolio Standard (RPS) requirements, and increase in other energy attributes.
 Non-energy operating costs increased $8.0 million from the prior year, mainly from increased costs for higher participation in energy programs, personnel due to increased FTEs from the prior year, data manager fees, and increased community outreach.

FY 2024-25 Actuals Versus Budget
On May 21, 2025, the Audit and Finance Committee received the FY 2024-25 Mid-Year Budget Forecast.

The Forecast estimated expenditures of $642.8 million, 12% below the $730.3 million adopted budget.

The decrease is due to the non-energy costs such as lower capital asset expenditures for acquiring office locations in Monterey and Santa Cruz, lower personnel costs from staffing vacancies, and lower than expected professional services.

However, actual results showed expenditures reaching $633.7 million, with revenues totaling $678.2 million, leading to an increase in net position of $44.5 million.

FY 2024-25 Actuals Versus Budget Highlights
Revenue vs. Budget
 Totalrevenue of $678.2million reached 90% ofthe budget, $74.8million short ofthe $753 million budget. The budget assumed higher volumes and rate recovery associated with territory expansion and compliance costs, but actual volumes came in lower than anticipated.  Operating revenue from net electricity sales was $78.8 million below budget, primarily due to lower-than-expected retail volume, offset by reduced uncollectible accounts.  Non-operating income of $11 million exceeded budget by $4 million, driven by favorable interest rates and active investment management.

Expenditures vs. Budget
 Total expenditures of $634 million were lower than budget by 13%, coming in $96.6 million below the $730.3 million budget.
 Cost of energy of $592 million was lower than budget by $73.4 million, an 11% variance. The decrease is mainly attributed to the lower than anticipated volumes of load.  Non-energy operating costs of $41.8 million were 36% under budget due to lower spending on energy programs, unspent contingencies, contracted services, and personnel vacancies.

CONCLUSION:
3CE’s FY 2025 financial results reflect solid operational performance, improved net position, and a strengthened financial foundation despite industry-wide cost pressures. The agency remains well-positioned to support ongoing operations, customer programs, and long-term energy procurement commitments.

FISCAL IMPACT:

There is no financial impact by receiving this report.

ATTACHMENT(S):

1. FY 2024-25 Audited Financial Statements

2. Central Coast Community Energy 9.30.2025 Those Charged with Governance Letter (SAS 114)

Ph: (707) 542-3343 sorren.com
3562 Round Barn Cir, #200, Santa Rosa, CA 95403
Independent Auditor’s Report
To the Board of Directors
Central Coast Community Energy
Opinion
We have audited the accompanying financial statements of Central Coast Community Energy (3CE), which comprise the statements of net position as of September 30, 2025 and 2024, the related statements of revenue, expenses and changes in net position, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of 3CE as of September 30, 2025 and 2024, and the results of its operations and cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of 3CE and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about 3CE’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued, including any currently known information that may raise substantial doubt shortly thereafter.

Independent Auditor’s Report (continued)
Auditor’s Responsibilities for the Audits of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

Exercise professional judgment and maintain professional skepticism throughout the audits.

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Obtain an understanding of internal control relevant to the audits in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of 3CE’s internal control. Accordingly, no such opinion is expressed.

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about 3CE’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits, significant audit findings, and certain internal control-related matters that we identified during the audits.

Independent Auditor's Report (continued)
Required Supplementary Information
Accounting principles generally accepted in the United States of America require that management’s discussion and analysis be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.

Santa Rosa, California
March 2, 2026

CPAs, PC
Report to the
Board of Directors
Central Coast Community Energy
For the year ended September 30, 2025

Ph: (707) 542-3343 sorren.com
3562 Round Barn Cir, #200, Santa Rosa, CA 95403
To the Board of Directors
Central Coast Community Energy
70 Garden Court, Suite 300
Monterey, CA 93940
We are pleased to present this report related to our audit of the financial statements of Central Coast Community Energy (“3CE”) as of and for the year ended September 30, 2025. Our report summarizes certain matters required by professional standards to be communicated to you in your oversight responsibility for 3CE’s financial reporting process.

This report is intended solely for the information and use of the Audit and Finance Committee, Board of Directors and management of 3CE and is not intended to be and should not be used by anyone other than these specified parties. It will be our pleasure to respond to any questions you have about this report. We appreciate the opportunity to continue to be of service to Central Coast Community Energy.

Santa Rosa, California
March 2, 2026
cc: Dewayne Woods, Chief Financial Officer

TABLE OF CONTENTS
Required Communications 1
Significant Accounting Estimates 3
Appendices
Appendix A—Significant Written Communications Between Management and Our Firm • Representation Letter 4

1 REQUIRED COMMUNICATIONS
The following required communications summarize our responsibilities regarding the financial statement audit as well as observations from our audit that are significant and relevant to your responsibility to oversee the financial reporting process.

Our Responsibilities
We described our responsibilities under auditing standards generally accepted in the United States of America have been described to you in our engagement letter dated October 10, 2024. Our audit of the financial statements does not relieve management or you of your responsibilities, which are also described in that letter.

Planned Scope and Timing
We previously issued a separate communication dated December 2, 2025 regarding the planned scope and timing of our audit and identified significant risks.

Accounting Policies and Practices
Preferability of Accounting Policies and Practices
Under accounting principles generally accepted in the United States of America, in certain circumstances, management may select among alternative accounting practices. In our view, in such circumstances, management has selected the preferable accounting practice.

Adoption of, or Change in, Accounting Policies
Management has the ultimate responsibility for the appropriateness of the accounting policies used by 3CE. 3CE did not change any existing significant accounting policies. As disclosed in Note 11, 3CE adopted GASB 102-104 which did not have a significant effect on the financial statements.

Significant Accounting Policies
We did not identify any significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus.

Significant or Unusual Transactions
We did not identify any significant unusual transactions.

Management’s Judgments and Accounting Estimates
Summary information about the process used by management in formulating particularly sensitive accounting estimates and about our conclusions regarding the reasonableness of those estimates is in the attached Summary of Significant Accounting Estimates.

Audit Adjustments and Uncorrected Misstatements
Management chose to pass on one adjustment related to GASB 96 which management concluded wasn't material. We are not aware of any other passed adjustments that were not trivial.

2 Observations About the Audit Process
Disagreements With Management
We encountered no disagreements with management over the application of significant accounting principles, the basis for management’s judgments on any significant matters, the scope of the audit or significant disclosures to be included in the financial statements.

Consultations With Other Accountants
We are not aware of any consultations management had with other accountants about accounting or auditing matters.

Significant Issues Discussed With Management
No significant issues arising from the audit were discussed or were the subject of correspondence with management.

Significant Difficulties Encountered in Performing the Audit We did not encounter any significant difficulties in dealing with management during the audit.

Shared Responsibilities for Independence
Auditor independence is a joint responsibility and is managed most effectively when management, audit committees, and audit firms work together in considering compliance with applicable independence rules.

For Sorren CPAs, P.C. (the Firm) to fulfill its professional responsibility to maintain and monitor independence, management, the Board of Directors, and the Firm each play an important role.

Our Responsibilities
• We are required to maintain both independence of mind and in appearance when providing audit and other attestation services. It is our responsibility to ensure that the general requirements for performing nonattest services are adhered to and included in all letters of engagement. • We are required to maintain a system of quality management over compliance with independence rules and firm policies.
3CE’s Responsibilities
• Timely inform the Firm, before the effective date of transactions or other business changes, of the following:
− New affiliates, directors, or officers.
• Understand and conclude on the permissibility, prior to 3CE’s, officers, directors, or persons in a decision-making capacity, engaging in business relationships with the Firm. • Not entering into relationships resulting in close family members of the Firm covered persons, temporarily or permanently acting as an officer, director, or person in an accounting or financial reporting oversight role at 3CE.

Significant Written Communications Between Management and Our Firm Copies of significant written communications between our firm and the management of 3CE, including the representation letter provided to us by management, are attached as Appendix A.

3 SIGNIFICANT ACCOUNTING ESTIMATES
Accounting estimates are an integral part of the preparation of financial statements and are based upon management’s current judgment. The process used by management encompasses their knowledge and experience about past and current events, and certain assumptions about future events. You may wish to monitor throughout the year the process used to determine and record these accounting estimates. The following summarizes the significant accounting estimates reflected in 3CE’s September 30, 2025 financial statements.

Significant Accounting Estimates
Accrued Revenue
Accounting policy/
Management’s estimation
process
Management’s estimate of accrued revenue includes historical trends and anticipated energy usage.

Basis for our conclusion on
the reasonableness of the
estimate
We tested management’s estimate analytically and determined management’s estimate to be reasonable in relation to the financial statements taken as a whole.

Cost of Electricity
Accounting policy/
Management’s estimation
process
Management’s estimate of accrued cost of electricity includes historical trends and anticipated energy usage.

Basis for our conclusion on
the reasonableness of the
estimate
We tested management’s estimate through subsequent
disbursements and analytical procedures and determined
management’s estimate to be reasonable in relation to the financial statements taken as a whole.

Allowance for Uncollectible Accounts
Accounting policy/
Management’s estimation
process
Management’s estimate of the allowance for uncollectible accounts includes historical collection trends and anticipated future collections.

Basis for our conclusion on
the reasonableness of the
estimate
We evaluated the key factors and assumptions used to develop the estimate in determining that the allowance is reasonable in relation to the financial statements taken as a whole.

APPENDIX A
Significant Written Communications Between Management and Our Firm

Central Coast Community Energy
70 Garden Court, Suite 300
Monterey, CA 93940
888.909.6227
3Cenergy.org
March 2, 2026
Sorren CPAs, P.C.
3562 Round Barn Circle, Suite 200
Santa Rosa, CA 95403
This representation letter is provided in connection with your audit of the basic financial statements of Central Coast Community Energy (3CE) as of and for the years ended September 30, 2025 and 2024 for the purpose of expressing an opinion on whether the financial statements are presented fairly, in all material respects, in accordance with accounting principles generally accepted in the United States of America (U.S.

GAAP).

We confirm, to the best of our knowledge and belief, that as of March 2, 2026:

Financial Statements

1. We have fulfilled our responsibilities, as set out in the terms of the audit engagement letter dated October 10, 2024 for the preparation and fair presentation of the financial statements referred to above in accordance with U.S. GAAP.

2. We acknowledge our responsibility for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

3. We acknowledge our responsibility for the design, implementation and maintenance of controls to prevent and detect fraud.

4. The methods, data, and significant assumptions used by us in making accounting estimates and their related disclosures are appropriate to achieve recognition, measurement, or disclosure that is reasonable in the context of U.S. GAAP, and reflect our judgment based on our knowledge and experience about past and current events, and our assumptions about conditions we expect to exist and courses of action we expect to take.

5. Related-party transactions have been recorded in accordance with the economic substance of the transaction and appropriately accounted for and disclosed in accordance with the requirements of U.S.

GAAP.

6. The financial statements properly classify all funds and activities in accordance with GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions, as amended.

7. All events subsequent to the date of the financial statements, and for which U.S. GAAP requires adjustment or disclosure, have been adjusted or disclosed.

8. The effects of all known actual or possible litigation and claims have been accounted for and disclosed in accordance with U.S. GAAP.

9. Management has followed applicable laws and regulations in adopting, approving and amending budgets.

Docusign Envelope ID: 82A70B6D-9534-471E-98F9-32F77A3EFA87

Sorren CPAs, P.C.

March 2, 2026

Central Coast Community Energy

10. Risk disclosures associated with deposit and investment securities and derivative transactions are presented in accordance with GASB requirements.

11. Provisions for uncollectible receivables have been properly identified and recorded.

12. Capital assets, including infrastructure, intangible assets, and right of use assets are properly capitalized, reported and, if applicable, depreciated.

13. The government properly separated information in debt disclosures related to direct borrowings and direct placements of debt from other debt and disclosed any unused lines of credit, collateral pledged to secure debt, terms in the debt agreements related to significant default or termination events with finance-related consequences and significant subjective acceleration clauses in accordance with GASB Statement No. 88, Certain Disclosures Related to Debt, including Direct Borrowings and Direct Placements.

14. Components of net position (net investment in capital assets, restricted, and unrestricted) and classifications of fund balance (nonspendable, restricted, committed, assigned, and unassigned) are properly classified and, if applicable, approved.

15. Leases have been properly identified, recorded, and disclosed in accordance with GASB Statement No. 87, Leases.

16. 3CE does not have any material subscription-based technology information arrangements (SBITAs) that need to be disclosed in accordance with GASB Statement No. 96, Subscription-Based Information Technology Arrangements.

17. There are no concentrations or constraints requiring disclosure in accordance with GASB Statement No. 102, Certain Risk Disclosures.

18. We have no direct or indirect legal or moral obligation for any debt of any organization, public or private, or to special assessment bond holders, that is not disclosed in the financial statements.

19. We have complied with all aspects of laws, regulations and provisions of contracts and agreements that would have a material effect on the financial statements in the event of noncompliance. In connection therewith, we specifically represent that we are responsible for determining that we are not subject to the requirements of the Single Audit Act because we have not received, expended or otherwise been the beneficiary of the required amount of federal awards during the period of this audit.

20. We have no knowledge of any uncorrected misstatements in the financial statements.

Information Provided

21. We have provided you with:
a. Access to all information of which we are aware that is relevant to the preparation and fair presentation of the basic financial statements such as records, documentation and other matters. b. Additional information that you have requested from us for the purpose of the audit. c. Unrestricted access to persons within 3CE from whom you determined it necessary to obtain audit evidence.

Docusign Envelope ID: 82A70B6D-9534-471E-98F9-32F77A3EFA87

Sorren CPAs, P.C.

March 2, 2026

Central Coast Community Energy
d. Minutes of the meetings of the governing board and committees, or summaries of actions of recent meetings for which minutes have not yet been prepared.

22. All transactions have been recorded in the accounting records and are reflected in the basic financial statements.

23. We have disclosed to you the results of our assessment of risk that the basic financial statements may be materially misstated as a result of fraud.

24. We have no knowledge of allegations of fraud or suspected fraud affecting 3CE’s basic financial statements involving:
a. Management.
b. Employees who have significant roles in internal control. c. Others where the fraud could have a material effect on the basic financial statements.

25. We have no knowledge of any allegations of fraud or suspected fraud affecting 3CE’s basic financial statements received in communications from employees, former employees, analysts, regulators or others.

26. We have no knowledge of noncompliance or suspected noncompliance with laws and regulations.

27. We are not aware of any pending or threatened litigation, claims or assessments; unasserted claims or assessments that are probable of assertion and must be disclosed in accordance with Accounting Standards Codification (ASC) Topic 450, Contingencies; violations or possible violations of laws and regulations; or other matters, including gain or loss contingencies, whose effects should be considered when preparing the financial statements.

28. We have disclosed to you the identity of all of 3CE’s related parties and all the related-party relationships and transactions of which we are aware.

29. We are aware of no significant deficiencies in internal control over financial reporting, including significant deficiencies or material weaknesses, in the design or operation of internal controls that could adversely affect 3CE’s ability to record, process, summarize and report financial data.

30. There have been no communications from regulatory agencies concerning noncompliance with, or deficiencies in, financial reporting practices.

Required Supplementary Information

31. With respect to the Management’s Discussion and Analysis presented as required by GAAP and the Governmental Accounting Standards Board to supplement the basic financial statements:
a. We acknowledge our responsibility for the presentation of such required supplementary information.
b. We believe such required supplementary information is measured and presented in accordance with guidelines prescribed by U.S. GAAP.
c. The methods of measurement or presentation have not changed from those used in the prior period.

Docusign Envelope ID: 82A70B6D-9534-471E-98F9-32F77A3EFA87

Sorren CPAs, P.C.

March 2, 2026

Central Coast Community Energy
Dewayne Woods, Chief Financial Officer
Central Coast Community Energy
Mike Maher, Accountant
Docusign Envelope ID: 82A70B6D-9534-471E-98F9-32F77A3EFA87

Staff Report Item 13
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Inaara Muhammad, Manager of Energy Programs SUBJECT: Update on 3CE’s FY 2025-26 Energy Programs
DATE: May 27, 2026
RECOMMENDATION:

This report recommends that the Operations Board receive an update on 3CE’s FY 2025-26 Energy Programs.

BACKGROUND:
3CE’s Energy Programs have been administered since 2019 to support 3CE’s mission by serving the Central Coast community with incentives to engage in electrification initiatives, strengthen the local economy, and reduce greenhouse gas emissions. The agency’s energy programs portfolio has undergone several iterations to improve community-wide accessibility and strengthen participation for priority communities. Currently, 3CE offers 10 programs and two pilots to support residential, commercial, and public agency electrification efforts in the transportation, building, and agricultural sectors.

DISCUSSION/ANALYSIS:

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

The table below highlights the agency’s programs’ fiscal year impact through the beginning of May 2026.

IMPACT FY 2025-26 (to date)
GHG reductions1 Over 4,372 mt CO2e
Load Shifted Over 8.5 MWh daily

1 Does not currently include estimated GHG reductions through 3CE’s Residential Battery Rebate Program.

Heat Pump Water Heater & HVAC Units 555 units
Induction Cooktops 24 units
All-Electric New Construction 148 units
E-Buses 15 E-buses
Electric Vehicles 790 EVs
EV Chargers 705 EV Chargers
Ag Equipment 9 rebates
Total Incentives Distributed $8 million
Table 1: Energy Programs Impact in FY 2025-26 (to May 7th) 3CE’s Energy Programs Portfolio Analysis Update (Attachment 2) provides a detailed look at individual Energy Programs in FY 2025-26. The update shares a variety of program performance metrics, including customer participation, all-electric purchases and installations, reduced greenhouse gas emissions, and performance on equity (e.g., incentives and support for income-qualified customers). The update also describes strategic initiatives currently underway to enhance 3CE’s Energy Programs portfolio through pilots and new program offerings.

Below are several ongoing strategic initiatives across Energy Programs’ focus areas.

Transportation Electrification
Technical Assistance: On April 24th, 3CE awarded an RFP to provide technical assistance for electric vehicle planning and EV charger development. The improved technical assistance service is planned to launch at the beginning of FY 2026- 27 to support commercial, multifamily, and member agency customers in EV and EV charger planning and procurement.

Building Electrification
Electrify Your Home: As recommended by 3CE’s Community Advisory Council and developed through community engagement efforts, 3CE is examining options for a virtual home assessment service to enhance the Electrify Your Home program. The assessment would provide residential customers with personalized reports on home energy use, electrification opportunities, and available rebates. A recommendation is expected to be provided to the Operations Board in the third quarter of FY 2025-26.

Agricultural Electrification
Ag Electrification Program: 3CE is in the process of reviewing its Ag Electrification Program with the Community Advisory Council (CAC). At the February CAC meeting, staff presented findings from nine focus groups held in November and December, along with preliminary new program concepts, including additional rebates, technical assistance, and equipment demonstration events. Staff will continue to

develop these concepts through a second round of focus groups in April and May across 3CE’s service area and will present a final program design recommendation to the CAC in June.

Energy Optimization
Residential Battery Rebate Program (RBRP) / Virtual Power Plant (VPP): Due to unprecedented demand, all funds available for 3CE’s RBRP were fully committed within the first five months of the agency’s fiscal year. As a result, on April 20th, 3CE’s Policy Board voted to close the program to new applications and transition to an upcoming VPP program. While 3CE is no longer accepting applications for home battery incentives, the VPP Program – anticipated to be available in October 2026 – will offer customers with qualifying residential battery systems pay for performance incentives to support grid reliability. In addition, 3CE will begin providing updates on funding availability and program status to further enhance transparency.

Staff have also been working to integrate customer communication capabilities into the agency’s Customer Relationship Management (CRM) system. With rebate status inquiries representing a significant portion of customer support interactions, the improvements will allow for automated, proactive digital communications designed to help meet the needs of rebate applicants efficiently and effectively.

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

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

ATTACHMENT(S):

1. 3CE Energy Programs Analysis Update

3CE’s Energy Programs Update
This report provides updates on Central Coast Community Energy’s (3CE) Energy Programs and Pilots. 3CE continually tracks energy programs’ growing participation and impact in reducing greenhouse gas emissions and supporting the local economies in which 3CE customers live and work.

The table below highlights the agency’s programs’ impact through the beginning of May 2026.

IMPACT FY 2025-26 (to date)
GHG reductions1 Over 4,372 mt CO2e
Load Shifted Over 8.5 MWh daily
Heat Pump Water Heater & HVAC Units 555 units
Induction Cooktops 24 units
All-Electric New Construction 148 units
E-Buses 15 E-buses
Electric Vehicles 790 EVs
EV Chargers 705 EV Chargers
Ag Equipment 9 rebates
Total Incentives Distributed2 $8 million
3CE’s energy programs’ impact continues to increase, serving 3CE’s mission to support all customers in their transition to renewable resources, to drive GHG emissions reductions, and to promote local economic growth across the Central Coast. 1 Does not currently include estimated GHG reductions through 3CE’s Residential Battery Rebate Program. 2 Does not include applications actively being processed

Transportation Electrification

1.Electrify Your Ride
Over 3,361 mtCO2e avoided thus far
Equal to 784 gas cars off the road for one year
Program Purpose & Overview
Electrify Your Ride (EYR) is 3CE’s flagship transportation program, intended to reduce GHG emissions and increase EV adoption by providing residential and commercial customers with rebates for EV purchases and EV charger installations. Program funds are available first come, first served. Enhanced incentives are available for CARE/FERA customers, or income-qualified participants. Technical assistance is available for multifamily and commercial customers planning EV charging projects.

Program Design Updates
Jan. 1st, 2026: To maximize programs’ accessibility for all customers and to continue program administration through the end of the fiscal year, rebates have been adjusted. 3CE has introduced a new rebate type for bidirectional chargers, which can help customers power their homes and shift energy use to less expensive times of the day by drawing power from their electric vehicle’s battery.

Over $40.5M in all-electric purchases
supported
Over 1429 applications approved
across all 5 counties
Figure 1.1: % of applications across counties
2172 EVs, EV Chargers, and Electrical
Upgrades supported this fiscal year
Figure 1.3: Rebates approved by incentive type
7 commercial and multi-family customers
receiving technical assistance
26% rebates to income-qualified customers
Figure 1.2: Incentive distribution to income-qualified
customers

Transportation Electrification
73% of buses to a Title 1 school or
disadvantaged community (DAC)
Figure 2.1: % buses for DAC/Title 1 School, by county
9 0
6 0
1 2
3 4
5 6
7 8
9 10
Transit Bus Shuttle Van School Bus - Type
C/D

2.Electric Bus (E-bus) Program
Over 384 mtCO2e avoided thus far
Program Purpose & Overview
3CE’s Electric Bus program enables public sector electrification by incentivizing all-electric buses throughout the 3CE service area. The program reduces GHG emissions and harmful pollutants from public transportation serving students, farmworkers, and community members. Program funds are available first come, first served, and can be assigned to a manufacturer. All funded E-buses must be domiciled and charged at 3CE-enrolled sites.

Program Design Updates:

January 1st, 2026: To maximize programs’ accessibility to all customers and to continue program administration through the end of the fiscal year, rebates have been adjusted to support two tiers of e-bus types.

May 1st, 2026: Approximately 90% of E-Bus Program rebates have been distributed for FY 2025-26.

Pending applicants and other involved stakeholders have been notified of a potential program pause when funds have been fully distributed.
2 school districts & 3 transit agency
supported across three counties
15 all electric bus supported

$28M in all-electric
purchases enabled through
3CE’s E-Bus program
Figure 2.2: Rebates approved by e-bus type

Transportation Electrification

3.Plan, Charge, and Electrify Your Fleet
13 Member Agencies committed to zero-emission fleet planning and implementation
Program Purpose & Overview
3CE’s Fleet Electrification programs reduce GHG emissions from medium and heavy-duty fleets by providing Member Agencies with incentives and technical assistance for zero-emission fleet planning and implementation at 3CE-enrolled sites. Program funds are available first come, first served.

Incentive Offerings:
- PLAN: Plan Your Fleet (PYF) provides no-cost technical assistance including fleet replacement planning, project design and engineering, EV charging recommendations, and funding plans.
- CHARGE: Charge Your Fleet (CYF) provides rebates for Level 2 EV Chargers and Level 3 DC Fast Chargers purchase and installation.
- ELECTRIFY: Electrify Your Fleet (EYF) provides rebates for electric vehicle purchase or lease, covering light, medium, and heavy-duty vehicles, plus electric motorcycles.

Program Design Updates
Oct. 1st, 2025: To streamline access and expand funding opportunities, 3CE has combined fiscal-year rebate caps for the Electrify Your Fleet and Charge Your Fleet programs. Member Agencies are eligible for up to $300k in total funding for the purchase or installation of electric vehicles, EV supply equipment, and associated infrastructure.
7 cities and
counties
Developing Fleet
Replacement
Plans
10 cities and
counties
Developing charging
infrastructure plans
and/or site designs
Over $1M in all-electric purchases and
installations supported
Figure 3.1: rebates distributed by incentive type
Cities and Counties engaged in zero-emission fleet
planning and implementation include…

Transportation Electrification

4.EV Charger Asset Pilot
Nine Level 2 and two DC Fast Chargers planned across three pilot sites Program Purpose & Overview
3CE’s EV Charger Asset Pilot addresses the need for additional Electric Vehicle Supply Equipment (EVSE) and infrastructure across the 3CE service area through the deployment of a phased EV Charger asset ownership program. The pilot examines charger asset ownership as a potential step in advancing equitable transportation electrification solutions across 3CE’s service area. The pilot encompasses Level 2 and Level 3 DC Fast Charger design, construction, and operation across three categories: community resilience hubs, corridor charging, and EVSE at Member Agency sites.

Pilot Updates
Workplace Charging at 3CE’s San Luis Obispo Office: The EV chargers are fully operational and actively supporting workplace charging needs for 3CE staff. Employee charging access began in September 2025. The site remains in active pilot operation, with charger utilization, energy consumption, user behavior, and operational performance being monitored to inform future workplace charging deployment strategies.

Workplace Charging at 3CE’s Soquel Office: The EV chargers are fully operational and support day-to-day staff charging needs. Employee access began in November 2025. The site remains in ongoing pilot evaluation, with operational data, utilization trends, and user experience metrics being tracked to support future EV infrastructure planning and program optimization efforts.

Public Charging in Santa Maria: On October 21, the Santa Maria City Council approved the Site Lease License Agreement for 3CE’s Public EV Charger Asset Pilot. The project officially kicked off on December 10 and is progressing through construction and implementation activities.

Located near the Santa Maria Public Library, the site includes Level 2 and DC Fast Charging infrastructure to expand public charging access within the region. Construction coordination, utility engagement, and permitting activities are ongoing, with completion anticipated by Q3 FY 2025–26.

Future Pilot Sites: 3CE staff are exploring additional pilot locations for EV charging in consideration of designing and implementing an EV Charging Master Plan. Additional sites will further inform 3CE’s examination of agency-managed infrastructure to expand access to EV charging throughout the Central Coast.
10 ports
across 6 Level
2 chargers
100% total
charger
uptime

10.02 t GHG
emissions avoided
Equivalent to planting
272 trees
50% increase
in staff EV
adoption

Building Electrification

5.Electrify Your Home Program
Over 548 mt CO2e avoided, equal to over
74 homes’ energy use for one year
Program Purpose & Overview
3CE's Electrify Your Home Program (EYH) promotes residential building decarbonization by replacing fossil-fuel powered water heating, space heating and cooking equipment with high-efficiency electric and heat pump appliances for single family and multifamily properties.

Applications are open to contractors and homeowners with program funds available on a first come, first served basis.

Program Design Updates
October 1, 2025: The program’s next iteration relaunched in-house, and includes design enhancements developed in collaboration with the Community Advisory Council. These included expanded contractor eligibility, new eligible appliances, and a customer-focused application.

Moreover, bringing program administration in-house will leverage 3CE staff expertise to improve customer experience and streamline program operations
Figure 5.2: Income-qualified participants by county
63% of rebates distributed to income-qualified customers 896 rebates in fiscal year 2025-26
Figure 5.1: Rebates approved by incentive type
EYH supported over 50 unique, local installers across five counties to complete over $5M in all-electric and heat pump installations EYH supported

Building Electrification

6.New Construction Electrification Program
148 new, all-electric housing units built across 3CE’s service area Program Purpose & Overview
3CE’s New Construction Electrification Program (NCEP) reduces GHG emissions by incentivizing the development of all-electric housing in 3CE’s service area. NCEP provides housing developers incentives to build all-electric housing projects including water heating, space heating, and cooking appliances. Enhanced incentives are available for affordable housing projects and single-family disaster rebuilds. Program funds are available first come, first served. 9 2 1
Figure 6.1: all-electric housing units incentivized by county NCEP supported 5 local contractors
to build all-electric housing across
3CE’s service area
136
All-electric Affordable
Housing Units
Accessory Dwelling
Units
Market Rate Housing Disaster Rebuild

Building Electrification

7.Reach Codes Program
Codes adopted by 3CE’s cities & counties are
anticipated to impact 310 permits per year
Program Purpose & Overview
3CE’s Reach Code program reduces GHG emissions from the built environment by providing technical assistance to 3CE Member Agency jurisdictions to adopt and codify “Reach Codes” that promote building electrification and EV infrastructure. Technical assistance includes customized code language development, staff presentations, board advocacy, and code enforcement tool creation.

Implemented reach codes update local building codes and ordinances for new residential and commercial construction, and major remodel projects, and align with the 2022 California statewide building code update.

Program Design Updates
3CE is closely monitoring impacts from recent legislative decisions and exploring available support pathways. Cost effectiveness studies for new reach code opportunities are anticipated to be released in June 2026.

CODE TYPE & IMPACT
Single Family Existing Buildings-Flexpath:

Flexible menu of energy efficiency,
electrification, and electric readiness measures
for major renovations
Single Family Existing Buildings- Air
Conditioning to Heat Pump:

Property owners follow energy efficiency
measures or install heat pump technology at
time of replacement
3 Reach Codes in process,
adopted or codified across 2
cities
Figure 7.2: Types of Reach Codes pursued
Figure 7.1: # of codes by city
Cities and Counties engaged in reach code
planning and implementation include…

Agricultural Electrification

1.Agricultural (Ag) Electrification Program
79 mtCO2 avoided
Program Purpose & Overview
3CE’s Agricultural (Ag) Electrification program avoids GHG emissions associated with fossil fuel-powered agricultural equipment by incentivizing the purchase of all-electric equipment alternatives. The program provides rebates to 3CE customers in and/or supporting the agricultural industry for all-electric equipment purchases to support business operations. Enhanced incentives are available for small businesses and businesses that experienced loss/damage of equipment due to declared natural disasters. Customers are eligible for up to two rebates per fiscal year, and program funds are available first-come, first-served.

Program Design Updates
As part of its review of the Agricultural Electrification Program, 3CE staff hosted nine focus groups in November and December 2025. Agricultural stakeholders from across the service area shared feedback on barriers to electrification and identified opportunities for additional support, including enhanced rebates, technical assistance, and demonstration projects. Staff will present key takeaways and potential program improvements at the Community Advisory Council meeting in February.
100% of rebates to small businesses
3CE incentives leveraged for over $319,157 across 9 all-electric purchases including… Figure 8.2: % rebate dollars to small businesses, by county 4 Counties received rebates
Figure 8.1: % of projects funded, by county

Energy Optimization

2.Residential Battery Rebate Program
Over 8.5 MWh of load shifted daily
during peak hours across 3CE service area
Program Purpose & Overview
3CE’s Residential Battery Rebate Program achieves load shifting during peak hours through rebates for the purchase and installation of residential, behind-the-meter battery systems. The program helps solar and non-solar customers manage energy consumption, respond to price signals, and reduce demand during net peak hours. Program funds are available first-come, first-served.

Customers enrolled in NEM 2.0 who elect to transition to NBT early, CARE/FERA-enrolled customers, and customers designated as medical baseline are eligible for enhanced incentives.

Batteries must be programmed to discharge 50% of capacity daily between 4 p.m. and 9 p.m.

Program Design Updates
April 20, 2026: The Policy Board voted to close the program to new applications and allocate $3.7 million to pay applicants who had received their Permission to Operate (PTO) letter and applied to the program prior to March 18. 3CE is currently developing a Virtual Power Plant (VPP) for interested customers, anticipated to launch in October 2026.

Figure 9.1: daily load shift during peak hours
529 applications across all five counties
Figure 9.2: % participation by county
17% of applications from CARE/FERA or
Medical Baseline enrolled customers
155 customers using scheduling
assistance
Over 65 local
contractors actively
installing battery systems
for 3CE customers

Energy Optimization

10. Hourly Flex Pricing Pilot 1 & 2
Over 16,100 MWh annual load enrolled
Program Purpose & Overview
3CE’s Hourly Flex Pricing (HFP) Pilot offers customer savings and operational benefits to agricultural, residential, and commercial 3CE customers through real-time, dynamic price signals.

In partnership with PG&E, both Pilot 1 (agricultural) and Pilot 2 (commercial and residential) offer a variety of Automation Service Providers (ASPs) to help enrolled customers optimize load in response to hourly price signals. Expanded Pilot 1, implemented in partnership with Polaris Energy Services, also includes system reliability benefits for agricultural customers through incentivized equipment automation. HFP Pilots 1 and 2 are currently in their first year of implementation. 74% of annual load enrolled from
commercial meters
Figure 10.1: load enrolled by customer type
91 meters across all three customer
classes
Figure 10.2: pilot participation by customer type

Staff Report Item 14
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Inaara Muhammad, Manager of Energy Programs SUBJECT: FY 2024-25 Energy Programs Portfolio Evaluation Report DATE: May 27, 2026
RECOMMENDATION:

This report recommends that the Operations Board receive the FY 2024-25 Energy Programs Portfolio Evaluation report.

BACKGROUND:
3CE’s Energy Programs have been administered since 2019 to support 3CE’s mission by serving the Central Coast community with incentives to engage in electrification initiatives, strengthen the local economy, and reduce greenhouse gas emissions.

On September 18, 2025, 3CE’s Policy Board of Directors approved its FY 2024-25 operating budget, including nearly $15 million for energy programs. As part of 3CE’s commitment to continual improvement, 3CE evaluated the performance of these programs and compiled findings and recommendations for improvement in its annual Energy Programs Portfolio Evaluation report. 3CE is actively implementing recommendations from FY 2024-25’s Energy Programs Portfolio Evaluation, including implementing design enhancements to improve accessibility for all customers, and developing new pilots that empower customers with energy optimization to reduce bills and maximize renewable energy. Currently, 3CE offers 10 programs and two pilots to support residential, commercial, and public agency electrification efforts in the transportation, building, and agricultural sectors.

DISCUSSION/ANALYSIS:
3CE’s annual Energy Programs Portfolio Evaluation supports the agency’s mission by assessing programs’ effectiveness, informing future program design, and delivering on the agency’s commitment to

transparency and continual improvement. The portfolio assessed all programs through key performance indicators across four criteria - Program Participation, Program Performance, Program Impact, and Internal Resources. The attached report (Attachment 1) includes a portfolio overview, program goals set at the start of the fiscal year, quantitative reporting on metrics, and key takeaways across 3CE’s energy programs portfolio.

CRITERIA PURPOSE KEY PERFORMANCE INDICATORS
Program
Participation
Where are 3CE’s incentives
being distributed?
 Average $ funded per application
 % Funding distributed per county
 $ Incentives distributed
Program
Performance
Is the program being utilized as
predicted by FY plan?
 $ Incentives distributed
 % Allocated budget utilized
 Achievement of FY 2024-25 program goals
Program
Impact
Is the program making a
positive contribution to the 3CE
community?
 $ in All-electric purchases/support enabled
 Greenhouse gas emissions avoided
 % of Funding distributed to underserved
communities
Internal
Resources
Are 3CE resources being used
effectively?
 Avg days to fund a project
 Conversion rate from vendors providing technical
assistance
 % of Applications approved
In FY 2024-25, the electrification projects incentivized by 3CE’s Energy Programs resulted in a reduction of 6,042 metric tons of CO2e in FY 2024-25, equivalent to taking 1,409 gas-powered passenger vehicles off the road and avoiding nearly 15.4 million gas-powered miles driven, based on the average mileage for a passenger vehicle in California. Furthermore, customers’ load shifted 2.3 MWh daily through discharging their residential batteries during the peak hours of 4pm-9pm. The portfolio’s achievements included:

The evaluation’s findings and recommendations are used to improve 3CE’s Energy Programs and enable an accessible renewable energy transition for all 3CE customers and communities. Initiatives in FY 2025- 26, include:

IMPACT FY 2023-24 FY 2024-25 % Change
GHG reductions Over 3,700 MT CO2e Over 6,042 MT CO2e +63% Load Shifted 0kWh Over 2.3 MWh daily N/A
Heat Pump Water Heater & HVAC Units 396 units 1,146 units +189% All-Electric New Construction 460 units 302 -34%
E-Buses 18 E-buses 17 E-buses -6%
Electric Vehicles 1,108 EVs 1,008 EVs -9%
EV Chargers 819 EV Chargers 1,062 EV Chargers +30%
Ag Equipment 18 rebates 22 rebates +22%
Total Incentives Distributed $11 million $15 million +36%

 Relaunch of 3CE’s Electrify Your Home program with improved design;  Development of a Virtual Power Plant pilot;
 Review of the Agricultural Electrification program with the Community Advisory Committee (CAC); and
 Creation of a comprehensive electrification technical assistance service.

In the 2026-7 fiscal year, 3CE plans to develop a long-term Energy Programs strategic plan with input from 3CE’s customers, board, CAC, and stakeholders.

FISCAL IMPACT:

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

CONCLUSION:

The comprehensive evaluation of 3CE’s FY 2024-25 Energy Programs portfolio supports 3CE’s mission by assessing program effectiveness in providing access to electrification for all 3CE customers. The evaluation also informs future program design to further the agency’s commitment to greenhouse gas reductions and local economic growth.

ATTACHMENT(S):

1. Energy Programs FY 2024-25 Portfolio Evaluation Report

2024-2025 ENERGY PROGRAMS PORTFOLIO EVALUATION 1

ENERGY PROGRAMS

PORTFOLIO EVALUATION

FISCAL YEAR
2024-2025

2 CENTRAL COAST COMMUNITY ENERGY

TABLE OF CONTENTS
Cover Page
Table of Contents
Executive Summary
Introduction
Approach & Methodology
Energy Programs Overview
Transportation Electrification
Electrify Your Ride
E-Bus Program
Plan, Charge, and Electrify Your Fleet
Electrification Grants
EV Charger Asset Pilot
Building Electrification
Electrify Your Home
New Construction Electrification
Reach Codes
Agricultural Electrification
Ag Electrification Program
Energy Optimization
Residential Battery Rebate
Hourly Flex Pricing Expanded Pilot 1 & 2
Findings and Recommendations
Transportation Electrification
Building Electrification
Agricultural Electrification
Energy Optimization
Looking Ahead & Conclusion
Appendix A1: Greenhouse Gas Emissions Inputs & Conversion Factors Appendix A2: Sources
............................................................................................................................................................1 ..................................................................................................................................................... ...............................................................................................................................................3 ...........................................................................................................................................................4 ...................................................................................................................................5 ...................................................................................................................................8 . ................................................................................................................................10 ..........................................................................................................................................11 ................................................................................................................................................12 .. ..........................................................................................................13 ......................................................................................................................................14 ....................................................................................................................................15 ..........................................................................................................................................16 ........................................................................................................................................17 . ...................................................................................................................18 ....................................................................................................................................................19 .....................................................................................................................................20 .............................................................................................................................21 .............................................................................................................................................22 .............................................................................................................................23 .....................................................................................................24 .........................................................................................................................25 ................................................................................................................................26 ..........................................................................................................................................27 .....................................................................................................................................28 .............................................................................................................................................29 ...............................................................................................................................30 ..................................................................31 .......................................................................................................................................................32

Central Coast Community Energy (3CE) serves the central coast by providing reliable, affordable, clean electricity and electrification programs to reduce greenhouse gas (GHG) emissions and strengthen our local economy. As part of 3CE’s commitment to actively supporting regional climate action across 3CE’s service areas in Monterey, San Benito, San Luis Obispo, Santa Cruz, and Santa Barbara counties, 3CE’s Energy Programs provide customers with tools to accelerate regional electrification through rebates, technical assistance, and guidance to optimize their energy use. This comprehensive evaluation of the agency’s fiscal year (FY) 2024-25 Energy Programs portfolio supports 3CE’s mission by assessing programs’ effectiveness, informing future programmatic design, and delivering on the agency’s commitment to transparency and continual improvement.
3CE’s portfolio evaluation includes metrics, which are structured around four key categories – program participation, program performance, program impact, and internal resources. Standardized Key Performance Indicators (KPIs) were tracked within each category to allow uniform analysis of each program and identify opportunities to improve program accessibility.
2024-2025 ENERGY PROGRAMS PORTFOLIO EVALUATION 3

EXECUTIVE SUMMARY

1. https://www.epa.gov/energy/greenhouse-gas-equivalencies-calculator IMPACT FY 2023-24 FY 2024-25 % Change
GHG Reductions Over 3,700 MT CO2e Over 6,042 MT CO2e +63% Load Shifted 0kWh Over 2.3MWh daily N/A
Heat Pump Water Heater & HVAC Units 396 units 1,146 units +189% All-Electric New Construction 460 units 302 units -34%
E-buses 18 E-buses 17 E-buses -6%
Electric Vehicles 1,108 EVs 1,008 EVs -9%
EV Chargers 819 EV Chargers 1,062 EV Chargers +30%
Ag Equipment 18 rebates 22 rebates +22%
Total Incentives Distributed $11 million $15 million +36% The electrification projects incentivized by 3CE’s Energy Programs resulted in a reduction of 6,042 metric tons of CO2e in FY 2024-25, equivalent to taking 1,409 gas-powered passenger vehicles off the road and avoiding nearly 15.4 million gas-powered miles driven, based on the average mileage for a passenger vehicle in California. Furthermore, customers load shifted 2.3MWh daily through discharging their residential batteries during peak hours of 4pm-9pm (PT). 1 3CE recognizes the need to continually enhance and refine its programs, and to expand their impact. In recognition of the need for continuous improvement of the Energy Program Portfolio’s impact, this report identifies growth opportunities to drive better outcomes related to increasing program access for 3CE’s customers. The analysis of data gathered from 3CE’s FY 2024-25 programs helps to identify future program offerings and explore innovative technologies in the renewable energy sector.

In this report, design enhancements are recommended for each of 3CE’s 11 programs to maximize electrification support of customers’ electrification journeys, and to scale the portfolio’s impact in reducing greenhouse gas emissions and promoting renewable energy use. Additionally, the report includes data from 3CE’s participation in two pilots that are actively testing new technologies and pricing models as a precursor to implementing new programs. New pilots are being recommended that are focused on agricultural electrification and energy optimization, where technologies like automation, battery storage, microgrids, and real-time-pricing have the potential to empower customers by lowering their costs and increasing their use of renewable energy. 3CE’s energy programs portfolio is leveraging diverse revenue sources including grant funding and subscription pricing models to support development of 3CE’s EV Charger Asset Pilot and exploring new resourcing opportunities and partnerships to maximize electrification accessibility to 3CE’s customers. In the coming years, 3CE plans to develop a long-term energy programs strategic plan with input from 3CE’s customers, board, and stakeholders.
3CE’s Energy Programs continue to support community resilience in a dynamic energy landscape, while striving toward 100% clean, renewable, and affordable energy.