Central Coast Community Energy (3CE) Operations Board
August 12, 2026

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CONTRACTOR may, without restriction, use CONTRACTOR Data (a) to provide and improve services; (b) to develop and enhance energy efficiency algorithms; (c) to generate anonymized industry insights; (d) to create aggregate statistical analyses; and (e) for any other lawful purpose.

11.3. Statistical Data. In addition to providing the Services, CONTRACTOR may aggregate and analyze data generated through use of the Services, including 3CE Data, Registered and Authorized End User Data, and Registered and Authorized Meter Property Data provided through interaction with the Program and Customer, to derive aggregated or de-identified information regarding the operation, performance, and use of the Services and Program (“Statistical Data”) , so long as such Statistical Data does not specifically identify any individual or identify 3CE to any third party not otherwise authorized to receive Confidential Information under this Agreement. CONTRACTOR may use Statistical Data to provide, maintain, improve, and develop the Services and for the purposes provided in this section, in each case in compliance with CPUC Decision D.12-08-045, to the extent applicable.

11.4. Ownership of CONTRACTOR Property. 3CE acknowledges and agrees that, as between CONTRACTOR and 3CE, all right, title and interest in and to the CONTRACTOR Property is and shall remain owned by CONTRACTOR or its licensors, and this Agreement in no way conveys any right, title or interest in the CONTRACTOR Property other than a limited right to use the Services in accordance with this Agreement. 3CE will not assert or cause any other party (including, without limitation, any User) to assert any right, title, or interest in or to the Platform or other portion of CONTRACTOR’s Intellectual Property Rights. This Agreement is not a sale and does not give 3CE any rights of ownership in, or related to, the CONTRACTOR Property or CONTRACTOR’s Intellectual Property Rights. If 3CE makes, acquires, creates, or conceives any improvements to or derivatives of the CONTRACTOR Property, 3CE agrees to and hereby does assign to CONTRACTOR any and all right, title and interest in and to such Improvements, including all Intellectual Property Rights therein or relating thereto. Except as set forth in this Agreement, 3CE is granted no licenses or rights in or to any CONTRACTOR Property, or any Intellectual Property Rights therein or related thereto.

11.5. Deliverables. CONTRACTOR shall provide 3CE with the Deliverables in accordance with the applicable Statement of Work. Deliverables constitute “works made for hire” for 3CE, as defined in Section 101 and 201 of the Copyright Act of 1976 (Title 17, United States Code).

CONTRACTOR hereby assigns, transfers and conveys to 3CE all right, title, and interest it may have or acquire in the Deliverables, including without limitation all intellectual property or other proprietary rights therein, and to the extent not assignable, waives any moral rights with respect thereto. Notwithstanding the foregoing, as between the parties, CONTRACTOR shall retain ownership of all CONTRACTOR Property incorporated into the Deliverables. Subject to the terms of this Agreement, CONTRACTOR grants to 3CE a non-exclusive, non-transferable license, without rights to sublicense, to use any CONTRACTOR Property that is incorporated in the Deliverables, solely for 3CE’s use of such Deliverables in accordance with this Agreement. 3CE shall not delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed on any Deliverable and shall ensure that all such notices are reproduced on all copies 3CE makes thereof.

11.6. Feedback. 3CE, its Affiliates, and its Admin Users grant CONTRACTOR a fully paid up, irrevocable, perpetual license in any comments, suggestions, or recommendations, whether Docusign Envelope ID: 0ADCE54C-0E1D-85E1-8126-A806A528B0D7

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written or oral, about the functionality, operation, or display of the Platform (“Feedback”), and CONTRACTOR may use, exploit, or commercialize Feedback at its sole discretion. Feedback will not include any Confidential Information of 3CE or 3CE Data. Feedback is provided on an “as-is” basis and 3CE makes no representations about the accuracy or quality of Feedback.

12. NON-DISCRIMINATION

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

13. INDEPENDENT CONTRACTOR

13.1. In the performance of work, duties, and obligations under this Agreement, CONTRACTOR is at all times acting and performing as an independent contractor and not as an employee of 3CE. No offer or obligation of permanent employment with 3CE and CONTRACTOR shall not become entitled by virtue of this Agreement to receive from 3CE any form of employee benefits including but not limited to sick leave, vacation, retirement benefits, workers’ compensation coverage, insurance or disability benefits.

13. TAXES.

13.1. Fees stated on a Statement of Work do not include any local, state or federal sales, use, excise, personal property, VAT, or other similar taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, any withholding tax, and any such taxes, to the extent legally applicable (collectively, “Taxes”). Each Party shall be responsible for payment of Taxes applicable to them. A Party shall not pay for the Taxes of the other Party.

14. NOTICES

14.1. 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. If delivered by mail, Notices shall be effective three (3) days after the date of mailing, regardless of the date Notices are received.

Central Coast Community Energy Maiven Energy, Inc.

Chief Financial Officer Attn: Jacqueline Hall, Chief Executive Officer Attn: Charu Ganesh, KO Law
70 Garden Court, Suite 300 2475 Broadway
Monterey, CA 93940 Boulder, CO 80304
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15. MISCELLANEOUS PROVISIONS

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

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

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

15.4. Contractor CONTRACTOR is responsible for the acts and omissions of its officers, agents, and employees acting on CONTRACTOR’s behalf in the performance of this Agreement to the same extent as it is responsible for its own actions/omissions.

15.5. Disputes. CONTRACTOR shall continue to perform under this Agreement during any dispute, except for disputes relating to 3CE’s failure to timely pay Fees or 3CE’s breach of Section 5.8 (Usage Restrictions).

15.6. Assignment and Subcontracting. The CONTRACTOR shall not assign, sell, or otherwise transfer its interest or obligations in this Agreement without the prior written consent of 3CE; provided, however, that CONTRACTOR may, without 3CE’s consent, assign its rights and obligations under this Agreement to a parent, affiliate, or subsidiary, or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets to which this Agreement relates. CONTRACTOR shall use reasonable efforts to provide 3CE with thirty (30) days’ notice of a merger, acquisition, or sale. None of the services covered by this Agreement shall be subcontracted without the prior written approval of 3CE. If the event of a subcontract, subcontractors shall be bound by all terms of this Agreement. Notwithstanding any such subcontract, CONTRACTOR shall continue to be liable for the performance of all requirements of this Agreement.

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

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

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

15.10. Reserved.

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15.11. Governing Law; Venue. This Agreement shall be governed by and interpreted under the laws of the State of California. Venue shall be in Monterey County, California.

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

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

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

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

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

15.17. Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the provisions of this Agreement and the Provisions of any exhibit or other attachment to this Agreement, the following order of precedent shall apply: (1) this Agreement; (2) the Statements of Work in Exhibit A; (3) any other exhibit hereto in alphabetical order.

15.18. Force Majeure. Neither party shall be liable for any breach of the Agreement, or for any delay or failure of performance, resulting from any cause beyond that party’s reasonable control, including the weather, civil disturbances, acts of civil or military authorities, acts of war or terrorism, or acts of God.

15.19. Attorney’s Fees. If any legal action is brought to enforce this Agreement, each Party shall be responsible for its own attorneys’ fees, court costs, and other collection expenses.

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SIGNATURE OF THE PARTIES:

Maiven Energy, Inc. Central Coast Community Energy
BY:__________________________________ BY:______________________________________ Jacqueline Hall, Chief Executive Officer Robert M. Shaw, Chief Executive Officer Date: ____________________________ Date: ____________________________ Maiven Energy, Inc. Approved as to Form
BY:__________________________________ BY:______________________________________ Ryan Nevius, Chief Technology Officer Charles McKee, General Counsel Date: ____________________________ Date: ____________________________ Approved as to Financial Terms
BY:______________________________________
Chris Rich, Vice President Business Operations
Date: ____________________________
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7/25/2026

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Exhibit A: Scope of Work #1
This Scope of Work (“SOW”) is entered into by and between Maiven Energy, Inc. (“Maiven” or “Contractor”) and Central Coast Community Energy (“3CE” or “Customer” or “Client”) pursuant to the Standard Services Agreement (“Agreement”) dated [____________] by and between CONTRACTOR and 3CE. This Exhibit A describes the specific services, deliverables, and responsibilities agreed upon by the parties, and will only become effective upon execution by authorized representatives of both parties. This SOW is incorporated by reference into, and is subject to, the terms and conditions of the Agreement.

Capitalized terms not defined in this SOW have the meanings set forth in the Agreement and Exhibit E.

PROGRAM OVERVIEW
Customer Central Coast Community Energy (“3CE”)
Program Name and
Number
Electrify Your Home (“EYH”) Virtual Home Assessments (“VHA”) – EYHVHA-251101
Program Initiation Date
(Date of Agreement
Execution)
October 1, 2026
Program Territory Central Coast Community Energy Service Territory Go-Live Date December 1, 2026
I. Program Overview1
a. Program Purpose
3CE is contracting with Maiven as the technical implementation partner for the Electrify Your Home Virtual Home Assessment Program (“EYH VHA”). The purpose of EYH VHA is to help 3CE residential customers understand and pursue electrification opportunities in their homes by providing accessible, personalized information about potential upgrades, available incentives, and expected impacts.

Maiven provides a configurable software platform for program implementation support that enables virtual home energy assessments, personalized upgrade guidance, and resident assistance throughout the electrification decision-making process. The platform collects information about the home and household, analyzes potential upgrade pathways, and generates individualized recommendations and program eligibility insights for participating residents.

Through the Program, 3CE customers receive:
• A virtual home energy assessment experience
• Personalized electrification recommendations
• Information on applicable incentives and rebates
• Tools to compare potential upgrade pathways
• Potential bill impacts
1 The Program Purpose and Program Objectives described in this section are summaries only and are not intended to be used as acceptance criteria or performance metrics.

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To deliver these services, Maiven will configure its platform to reflect applicable program rules, incentives, and regional conditions relevant to 3CE customers.

Recognizing that residents may require different levels of assistance, the Program includes multiple support channels to help participants understand their results and make informed decisions about electrification upgrades. All registered end users who engage with EYH VHA will receive access to customer support through an available online chatbot, scheduled phone calls, and on-demand phone support.

In addition, as further described in this SOW, 3CE receives:
- Aggregated information into an administration dashboard available to 3CE staff to download and create reports and track program performance - Integration of information collected into 3CE’s Customer Relationship Management System
b. Program Objectives
The primary objective of the EYH Program is to support 3CE residents in identifying, qualifying for, and adopting electrification improvements in their homes.

This will be accomplished by:
• Providing accessible virtual home energy assessments
• Delivering personalized electrification guidance and eligibility insights • Connecting residents with available incentives and program opportunities • Supporting residents in understanding and acting on recommended upgrade pathways
Program services are delivered through Maiven’s configured platform, including the reporting tools, and resident support resources which are described in this Scope of Work.

II. PROGRAM SCHEDULE
The Program will proceed through operational phases that support configuration, activation, and ongoing use of the Platform. These phases are provided for administrative clarity and program coordination.

Associated fees and payment timing are set forth in Exhibit B. a. Phase I – EYH VHA Set Up & Configuration
Following execution of this Agreement 3CE and Maiven will jointly define and execute the Configuration Specifications applicable to 3CE and EYH VHA, which may include applicable rates, program rules, incentives, branding, and other parameters necessary for program operation within the platform. Maiven will configure the Platform to collect the data specified in the Configuration Specifications in accordance with this SOW.

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Maiven Program Set-Up Deliverables during this phase:
- Maiven will collaborate with 3CE to ensure that all relevant opportunities for resident Electrify Your Home (EYH) opportunities are integrated into the Maiven Platform as described in this SOW. Maiven will configure the Platform to include all specific rate(s), program rules, incentives, and any other 3CE specific attributes, including any cobranding, which are included in the Configuration Specifications.

The parties will collaborate to ensure that 3CE residents are accurately assessed and qualified for EYH opportunities, are accounted for and accurately represented in the Platform.
- Maiven will host a kick off meeting with the 3CE team to review program schedule. - Maiven will hold regular meetings with 3CE to provide status updates and host review sessions where 3CE can provide input on configuration of the Program Reports.
- Maiven will coordinate recurring meetings and provide high-level meetings notes through the duration of this SOW.
- Maiven will confirm and establish reporting metrics and Key Performance Indicators which, with approval from 3CE, will be reflected in the Program Reports. - Maiven will collaborate with 3CE to optimize and update the Admin Dashboard and template for Program Reports.
- For the avoidance of doubt, Maiven will use reasonable efforts to implement feedback provided by 3CE during the meetings described herein but is not required to implement any changes to the Platform, its functionality, or the Services beyond what is reflected in the mutually executed Configuration Specifications. 3CE Deliverables during this phase:
- 3CE will provide Program Specifications, including program rules, eligibility criteria, and all other required program information
o Program Rule or Process Changes
 If Program Specifications change in a way that impacts the configuration of the Maiven platform services, at least 30 day notice will be provided and the parties will amend the Configuration Specifications accordingly. If the change is deemed substantial enough to warrant an out-of-scope configuration, Maiven will provide a proposal for a Scope Change Work Order complete with timing and costs to implement said changes; any such change orders must be approved in writing as amendments to this Agreement.
 For Program and Process changes that do not impact configuration of services, including but not limited to, most text or verbiage changes, rebate amount changes, an update to certain graphics, or other superficial updates – Maiven maintains an update window thirty (30) days or less to implement said change
- Provide Maiven with a list of addresses, and/or defined program territory, that are eligible for EYH VHA (can become “Authorized End Users” by location qualification and being an active 3CE customer.)
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- To the extent available, upon reasonable request, provide Maiven with results of, and any relevant information resulting from previous homeowner surveys and inquiries about energy efficiency, home structure, upgrades, and/or energy consuming equipment.
- When Promoting the Program in marketing and other community communications and engagements, specifically name Maiven and directing homeowners and renters to the agreed upon location for sign up on 3CE website and/or on the Maiven site. - Grant Maiven permission to use Customer’s logo in all public materials with 3CE’s written approval
- Provide Maiven with branding kit and specifications forty-five (45) days prior to Go-Live. - Program Materials: 3CE will provide Maiven with a cohesive set of Electrify Your Home’s Program Rules, qualifications, processes, and all other pertinent program details and consideration pertinent to qualifying, recommending, calculating, and enrolling residents into Client Program a minimum of sixty (60) days prior to Go-Live.

As part of Program Set Up, Maiven will configure the following User Application Services in accordance with 3CE’s EYH VHA.

Table 1: Applicable Specifications for Configuration of Platform User Application Services Applicable Specifications for Configuration of Platform Virtual Energy
Assessments (VEA) or
“Virtual Home
Assessments” (“VHA”)
• Virtual Energy Assessment intake data may include information about each Registered Meter Property and utility usage data, occupancy data, occupant income data, historical structural and upgrade data, mechanical systems inventories, appliance and plug load inventories, electric panel(s) inventories, distributed energy resource inventories, billing and rate inventories, demand side management and other utility program participation, vehicle data, electrical infrastructure, and more. • Virtual Energy Assessment intake data will be designed to qualify or disqualify residents for the Program based on the address of the Registered Meter, whether the Registered Meter Property exists within the boundaries of a designated Program zone, and whether onsite and household existing conditions meet program qualifications. • Intake and analysis of information about household income and occupants to qualify for or disqualify homes for the Program, specific income-dependent programs, and other income-qualified and non-income-qualified programs that provide funding that can be leveraged to reduce the cost burden of recommended electrification and efficiency Measures.
• The VEA will be geo-limited based on pre-approved addresses and/or zones for engagement, as determined by the Customer as well as a requirement to be a 3CE customer.

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• The VEA may be made accessible for Registered End User to request access to the Application Services through use of a program-specific Auth code, which they will enter before qualifying as an Authorized User or being redirected if the Registered Meter Property doesn’t qualify based on address.
• The VHA will be configured to collect all data described in the Configuration Specifications, which may include adjustments for climate zone, building considerations, and energy codes.

Maiven Intelligence,
Energy Modeling
• Maiven will generate a custom energy model for each home using data collected through the Virtual Home Assessment (VHA).
• For each Completed Virtual Energy Assessment, Maiven Intelligence provides EYH program recommendations and measures offered through the Program.
• Maiven energy modeling will always include electrification analysis of mechanical systems and appliances and bill impact analysis of said upgrades. Maiven energy modeling may also include the following scenarios: building envelope upgrades, HVAC and domestic hot water system upgrades, appliance upgrades, lighting changes, and applicable program opportunities for cost and carbon savings for Authorized Registered Meters Properties. Maiven energy modeling will be done using proprietary software models.
• As part of resident intake, Maiven will collect information about household income required to qualify residents for the recommendations in the Program.
• Maiven Intelligence services identify leveraged funding opportunities and provide systematic ranking for preferred enrollment of Registered Meters to ensure opportune program navigation
• Maiven will identify new leveraged funding sources as they become available and remove from availability, temporarily or permanently, leveraged funding sources as they fully subscribe, conclude or for any reason funding availability may change.

Energy Solutions
Dashboard
• In Client’s Program, the Energy Solutions Dashboard is referred to as “Decarbonization Roadmap” “Electrification Roadmap,” “Home Upgrade Plan” and/or “Residential Dashboard”
• Authorized Users may view their Energy Solutions Dashboard, including all energy upgrade recommendations and opportunities, through the Maiven Platform
• Energy Solutions Dashboard will include program opportunities and incentives specific to the Program offering
• Authorized Meter End Users will be able to view their custom home energy profile and personalized recommendations in the Energy Solutions Dashboard
• The Energy Solutions Dashboard includes the estimated value of the proposed measures, estimated incentives available that are applied, and the quantified bill impact of adopting the Program.
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recommended, and any prerequisites or remediations required for enrollment in the Program.
• Maiven will provide a downloadable/pdf version of the home energy report generated by Maiven Intelligence.

In App Support and
Localization Services
• Maiven will provide access to in-app real-time consumer support. This automated support service will provide support to End-Users in relation to simple navigation questions such as “how do I find my electric panel?” and “what is a furnace data plate?”
• Maiven will provide ability for End-Users to select to schedule a call with an Energy Specialist to support them in understanding either their VEA or results (energy recommendations) and/or call to connect with support in real time during ordinary business hours.
• Maiven will provide the VEA and Resident Dashboard in both English and Spanish. Additional languages can be considered and added throughout the program period as needed.

Admin Dashboard • The Admin Dashboard provides Client’s named Admin Users with the ability to view Program Reports, which may include real-time assessment data, residential report, and enrollment status of each Authorized Meter; view output reports for each Authorized Meter; and view and export Program Reports as csv and/or dashboard roll up with all necessary data points.
• Maiven and Customer shall jointly determine the specific fields to be provided in the Program Reports. The Program Reports, excluding Maiven Property incorporated therein, are 3CE-owned Deliverables. • Program reports may be exported from the Admin Dashboard in csv format. If additional reporting formats are desired, a subsequent Statement of Work will need to be scoped in coordination with 3CE’s technical team and/or CRM administrator, agreed to by Maiven.

This phase concludes when 3CE authorizes Go-Live.
b. Phase II: Program “Go Live”
Upon confirmation that the Program Report reflects the data, fields, and metrics agreed upon by the parties, 3CE will authorize activation of the Program (“Go-Live”) in writing (email to suffice). Go-Live represents administrative authorization to activate the configured Platform for operational use and public access and represents 3CE’s approval of the form and scope of Program Reports. Once 3CE has authorized Go-Live, any further changes to the Program Reports shall require a mutually executed change order and may be subject to additional costs.

Maiven Deliverables Upon Go-Live authorization:

I. The Program is activated within the Platform
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c. Phase III: Program Implementation
During the Agreement Term, Maiven will provide Platform access, system operation, resident assessment capability, reporting functionality, and program support consistent with this SOW, the Configuration Specifications, and this Agreement.

Maiven Deliverables during this phase:

I. Maiven will continue to provide Virtual Energy Assessments, Maiven Intelligence Energy Modeling, and the Residential Dashboard to Registered End Users for the duration of this SOW, subject to the limitations set forth in Appendix B.

II. Maiven will implement changes or enhancements to the VEA tool, Residential Dashboard or Program Reports to the extent agreed upon by 3CE and Maiven in writing.

III. Maiven will monitor and identify new and existing rebate and other programs relevant to residential home electrification and update the Maiven Platform accordingly.

IV. Maiven will continue to provide all Registered End Users with access to Maiven customer support through online chat, on-demand phone calls, and scheduled calls during Maiven’s ordinary business hours for the duration of the Agreement.
d. Phase IV: Program Evaluation
Throughout the Program, 3CE will have ongoing access to reporting through the Admin Dashboard.

Maiven Deliverables during this phase:

I. Maiven will provide periodic performance analysis relative to agreed program metrics at the intervals specified in Phase I of this SOW II. Creation of Program Reports. Maiven shall create and provide to Customer periodic Program Reports which reflect the parties’ agreement prior to Go-Live.

As part of the Design Partnership with Maiven, 3CE and Maiven will:

I. Co-publish at least one case study and/or white paper with Maiven, subject to the following parameters:
• Maiven will submit any case study, white paper, or similar publication that specifically identifies 3CE to 3CE for review before publication. Within forty-five (45) business days, 3CE must provide any requested edits to the publication, which Maiven will consider and implement in good faith. • If 3CE does not respond within such time period, the publication will be deemed approved. 3CE shall not unreasonably withhold, delay, or condition approval.

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• For clarity, Maiven may reference and describe publicly available facts regarding 3CE’s participation in the Program, including the Program structure, geography, implementation, and results, without specific approval by 3CE, provided that Maiven does not disclose 3CE’s Confidential Information.

II. Grant Maiven permission to use 3CE’s logo in all public materials with prior written approval by 3CE.

III. Participate in one design review session per quarter throughout the Agreement term to provide product feedback.

IV. Maiven is granted permission to list 3CE as a reference Table 2: Program Schedule Table
e. Nature of Platform Services. The Maiven platform is a software-enabled program delivery system provided on a subscription and configuration basis. Program phases, milestones, and schedule references are administrative in nature and do not constitute acceptance-based deliverables or conditions precedent to payment unless explicitly stated.

Program Phase Estimated Time Period
Phase I: Configuration October 1, 2026 – November 30, 2026 Phase II: Go Live December 1, 2026
Phase III: Program Implementation & Phase IV:

Program Evaluation
December 1, 2026 – November 30 2028
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Exhibit B: Payment Terms

COMPENSATION INFORMATION
a. Fees. 3CE will pay Maiven the Fees set forth in subsection (b) below for the Services under the Scope of Work specified in Exhibit A and supporting Exhibit(s). The parties acknowledge that the Fees are a fixed amount for the Services specified in Exhibit A.

Maiven shall not perform any Out-of-Scope Services without written authorization from 3CE.
b. Discounts Applied.
i. Incremental Term 2 Discount

1. Incremental Term two of Services have received the Partnership Continuation 4% discount. This is applied to all 500 Credits for the Term.

2. Term 2 Discount totals $5,538.20
ii. Design Partnership Discount

1. As part of the Design Partnership collaboration specified in Appendix A, a discount of 10% has been applied to both Incremental Term costs.

2. The Partnership Discount totals $27,137.18
iii. Discount on Additional Credit(s) Available for Purchase

1. If 3CE EYH Program utilizes 500 Credits and the Client would like to purchase additional Credits, Credits can be purchased in blocks of 100 at a discounted rate specified in section I.e. of this Exhibit B. c. Payment Schedule. The payment schedule is based on Customer’s purchase of 500 Credits with the Services set forth in Appendix A. The quarterly fees set forth below constitute a minimum payment commitment. 3CE's obligation to make each quarterly payment shall not be subject to reduction, credit, or offset based on actual Credit usage, unutilized Credits, or any failure by 3CE to utilize the allotted Credits during the applicable period.

In the event that 3CE terminates the contract for convenience under Agreement Section

7.1 during an incremental term, Maiven will be due fees for the incremental term quarter that the contract is terminated, and for the following one additional term quarter. For example, if 3CE terminates the contract on Feb 1 2027, Maiven will be due fees for “Incremental Term 1 – Q1" and “Incremental Term 1 – Q2.” Incremental Term 1: Dec 1 2026 – Dec 31 2027
Incremental Term 2: Jan 1 2028– Dec 31 2028
Table 1: Fee Schedule
Type of Fee Amount Payment Date
Partnership Setup Fee $52,000 Oct 1 2026
Launch Date $27,137.19 Dec 1 2026
Incremental Term 1 - Q1 $27,137.18 Jan 1 2027
Incremental Term 1 - Q2 $27,137.18 Apr 1 2027
Incremental Term 1 - Q3 $27,137.18 July 1 2027
Incremental Term 1 - Q4 $27,137.18 October 1 2027
Incremental Term 2 - Q1 $27,137.18 Jan 1 2028
Incremental Term 2 - Q2 $27,137.18 Apr 1 2028
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Incremental Term 2 - Q3 $27,137.18 July 1 2028
Incremental Term 2 - Q4 $27,137.18 Oct 1 2028
CURRENT CONTRACT END DATE 12/31/2028
Table 2: Fiscal Year NTE Amounts*
Fiscal Year 2026-27 2027-28 2028-29 Additional Assessments Agreement NTE NTE $160,548.73 $108,548.72 27,137.18 $7,001.16 $303,235.79 *Based on 500 assessments / incremental term
d. Invoicing and Payments. Maiven shall submit each invoice to 3CE at least fifteen (15) days prior to the due date (except for the Setup Fee). Maiven will submit invoices to the location specified in any special instructions provided separately to Maiven. To the extent this SOW is amended in scope, Maiven shall submit an invoice for any additional Fees to 3CE on the effective date of such amendment unless otherwise stated in the amended Scope of Services.
e. Increase in Services. Program Customer may purchase additional Credits or otherwise increase the volume or type of Services applicable to an Order by executing an additional Order, with Maiven’s written acceptance of such Order. i. A Credit is considered “used” when a Registered End User (1) logs into the Platform in connection with a particular Registered Meter Property; (2) verifies that the Registered Meter Property is within the approved Program Zone; and (3) is approved for Program participation in connection with the Registered Meter Property. Upon completing the foregoing steps, the Registered End User then becomes an Authorized End User. A Credit is used even if the Authorized End User fails to further participate in the Program. A Credit is not “used” if, for example: (1) a Registered End User or the Registered Meter Property is determined to be ineligible for the Program; or (2) the Registered Meter Property's address falls outside approved geographic zones. Each additional Authorized Meter Property requires an additional Credit. Credits expire at the end of the Incremental Term for which they are purchased. ii. If Client’s Credit usage exceeds the allotted Credits additional Credits may be purchased in blocks of 100 Credits, up to 500 additional total Credits, at a price equal to the average cost per Credit of previously purchased Credits, at a ten percent (10%) discount. If additional Credits are needed in excess of the additional 500 Credit maximum per Incremental Term, Client and Maiven will meet to reevaluate and approve in writing additional Credit and services expansion(s).
iii. For the avoidance of doubt, unused or expired Credits shall not reduce, defer, or offset any payment obligation of 3CE.
iv. The purchase of an additional credit block will be reflected in the next invoice issued to 3CE. Additional credit blocks will be paid for in a lump sum. Credits will expire at the end of the Incremental Term in which they are purchased. v. Sample of Discounted blocks of Additional Credits for Purchase if Client’s Credit usage exceeds the allotted Credits.

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Table 3: Additional Credit Purchase Costs
Credits Purchased Cost per Block of 100
501 - 600 $1,709.64
601 – 700 $1,538.68
701 – 800 $1,384.81
801 - 900 $1,246.33
901 – 1000 $1,121.70
Total for 500 Additional Credits $7,001.16
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Exhibit C: Procedures for Unauthorized Release of Covered Information SCOPE
CONTRACTOR hereby agrees to adhere to these Procedures for detecting and reporting the unauthorized release of Covered Information, including Protected Personal Information (“PPI”).

These Procedures apply to the following unauthorized release activities:

1. Unauthorized access

2. Unauthorized destruction

3. Unauthorized use

4. Unauthorized modification

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

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

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

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

1. Provide or bill for electrical power or gas,

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

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

4. Plan, implement, or evaluate demand response, energy management, or energy efficiency programs under contract with a Community Choice Aggregator or and Electrical Service Provider (when providing service to residential or small commercial customers), under contract with the Docusign Envelope ID: 0ADCE54C-0E1D-85E1-8126-A806A528B0D7

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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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Exhibit D: Nondisclosure Agreement

NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT BETWEEN CENTRAL COAST COMMUNITY ENERGY AND MAIVEN ENERGY, INC.

This Nondisclosure Exhibit (“Exhibit”) is incorporated into the Services Agreement between Central Coast Community Energy and Maiven Energy, Inc., as may be amended from time to time (hereinafter “Services Agreement”).
“Confidential Information” means any non-public, proprietary, or confidential information disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, Central Coast Community Energy’s customer list(s), customer usage data or information, customer addresses, contact information, customer meter data, and customer program and platform information, as well as Maiven Energy, Inc.’s proprietary software, algorithms, business plans, pricing, and technical information. Confidential Information includes “covered information” as that term is defined by California Public Utility Commission Decision D.12-08- 045 which establishes customer privacy protections for CCA customers, and as further defined in Exhibit C of the Agreement. Confidential Information also includes any copies, drafts, revisions, analyses, summaries, extracts, memoranda, reports and other materials prepared by the Receiving Party or its representatives that are derived from or based on Confidential Information disclosed by the Disclosing Party, regardless of the form of media in which it is prepared, recorded or retained. Notwithstanding the foregoing, the obligations of confidentiality and non-use set forth herein shall not apply to any Confidential Information that the Receiving Party can demonstrate (a) was in the public domain at the time of disclosure or becomes part of the public domain through no act or omission of the Receiving Party; (b) was rightfully in the Receiving Party’s possession without restriction prior to disclosure by the Disclosing Party; (c) is rightfully disclosed to the Receiving Party by a third party without restriction and without breach of any obligation to the Disclosing Party; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.

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

1. The Receiving Party shall hold and maintain the Confidential Information in strictest confidence and in trust for the sole and exclusive benefit of the Disclosing Party.

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

3. The Receiving Party shall carefully restrict access to the Confidential Information to those of its officers, directors, contractors, agents, attorneys, and employees (“Representatives”) who clearly need such access in order to participate on behalf of the Receiving Party in carrying out the functions of the Agreement. The Receiving Party further warrants and represents that each of its Representatives will be bound by confidentiality obligations at least as protective of the Confidential Information as those it will Docusign Envelope ID: 0ADCE54C-0E1D-85E1-8126-A806A528B0D7

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advise each of those persons that they are strictly prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of the Disclosing Party, any of the Confidential Information. Receiving Party shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect the personal information from unauthorized access, destruction, use, modification, or disclosure and prohibits the use of the data for a secondary commercial purpose not related to the Services Agreement.

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

5. The Receiving Party shall take all necessary action to protect the confidentiality of the Receiving Party.

6. This Exhibit shall continue in full force and effect and shall survive the expiration of the Services Agreement. Receiving party shall, at all times and in perpetuity, keep Confidential Information in the strictest confidence and shall take all reasonable measures to prevent unauthorized or improper disclosure or use of Confidential Information.

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

8. If the Receiving Party is required by an order of an administrative or state or federal court to disclose any Confidential Information, the Receiving Party shall provide immediate, and no later than five (5) days, written notice and reasonable assistance so as to enable the Disclosing Party to seek a protective order or other appropriate remedy or waive compliance with this Exhibit in writing. The Receiving Party shall not, and shall not permit its Representatives to, oppose any action by the Disclosing Party to obtain a protective order or other appropriate remedy. If such a protective order is not obtained, or if the Disclosing Party waives compliance with this Exhibit in writing, the Receiving Party may disclose Confidential Information, but only such Confidential Information as is legally required to disclose to avoid contempt or sanctions in the reasonable opinion of counsel to the Receiving Party, and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information.

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

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10. In the event Receiving Party becomes aware of any improper disclosure of Confidential Information that may violate this Exhibit, it shall immediately, and no later than (2) days, notify Disclosing Party, of the nature of the disclosure, and any accompanying details available to Receiving Party about the disclosure. Receiving Party shall cooperate with Disclosing Party in remedying any improper disclosure.

11. The Receiving Party shall return to the Disclosing Party any and all records, notes, and other written, printed, or tangible materials pertaining to the Confidential Information immediately on the written request of the Disclosing Party, provided that Receiving Party may retain Confidential Information in Receiving Party’s archived backup files, subject to the confidentiality obligations herein.

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

13. Upon expiration or termination of the Agreement to which this Exhibit is attached, the Receiving Party shall return to the Disclosing Party any records received to perform the services under the Agreement.

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Exhibit E: Definitions
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The definitions herein are supplementary to the definitions in the Agreement and the other exhibits to the Agreement. Any conflicts shall be interpreted according to the provisions of the Agreement.

1. “Admin Dashboard” means a feature of the Platform through which Admin Users may add first name, last name, and email addresses to invite residents to access certain User Application Services for a registered meter, view select assessment data, recommended measures, and status of each Credit; and view and export Program Reports.

2. “Admin User” means an individual who is an employee of 3CE and has been granted access to the Platform for administrative use.

3. “Affiliate” means, with respect to an entity, any other entity that directly or indirectly controls, is controlled by or is under common control with such entity, where “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity through the ownership of fifty percent (50%) or more of the outstanding voting securities (but only for as long as such entity meets these requirements).

4. “Authorized End User” means a Registered End User who has successfully submitted a Registered Meter Address through the Platform and has been deemed eligible for access to the User Application Services.

5. “Authorized Meter Property” means a property served by a Registered Utility Meter which meets the requirements of the Program for End User participation and has been successfully entered into the VEA by an Authorized End User.

6. “Configuration Specifications” means the applicable incentive eligibility, efficiency thresholds, parameters, user flows, qualification steps, rates, incentives, branding, and processes which the parties agree upon in this SOW or another signed mutually writing.

7. “Credit” means the reserved availability of the User Application Services for one registered meter at a specific Authorized Meter Property. The applicable number of Credits shall be set forth in the applicable Statement of Work.

8. “3CE Data” means information provided to CONTRACTOR by or on behalf of 3CE as part of the Services, including any content, data, or information that is customer’s Personal Information that was not obtained by CONTRACTOR through a signed customer consent form or digital equivalent.

9. “3CE Property” means the 3CE Data, 3CE Materials, Program Specifications, Deliverables and any other materials about the Program which 3CE provides to CONTRACTOR, excluding CONTRACTOR Property.

10. “Deliverable” means any work product which is (i) created specifically and exclusively for 3CE, and (ii) identified as a 3CE-owned deliverable under the SOW. Deliverables expressly exclude configurations, improvements, modifications, extensions, or derivatives of the Platform and any other CONTRACTOR Property.

11. “End User” means the individual who is invited to access the Platform, and uses their email, name, and the address of one or more Registered Utility Meter to qualify for access to the VEA for the Program.

12. “Feedback” means comments, suggestions, or recommendations, whether written or oral, about the functionality, operation, or display of the Services.

13. “Incremental Order Term” means each one-year period of a multiyear SOW Term.

14. “Intellectual Property” refers to intellectual property of any type or nature, however, denominated, throughout the world, including, without limitation, Inventions, copyrights, patents, patent applications, trademarks, service marks, trade names, trade secrets, proprietary data, mask works, and all rights, title, and interests relating thereto.

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15. “CONTRACTOR Data” means any content, data, or information which is (a) which an individual End User has expressly authorized CONTRACTOR to use for the purposes set forth in CONTRACTOR’s Privacy Policy; (b) collected by CONTRACTOR through publicly available sources; or (c) derived from the foregoing.

CONTRACTOR Data includes, without limitation, information available from public sources about buildings, energy systems, and regional characteristics, mechanical inventory information, energy usage patterns, and equipment specifications. CONTRACTOR Data does not include 3CE Data.

16. “CONTRACTOR Property” means the Platform, along with the databases, software, hardware, and other technology used by or on behalf of CONTRACTOR to operate it—including the structure, models, organization, and underlying data, information, algorithms, and software code; Feedback; CONTRACTOR Data; and any other data, materials, and information collected or generated in connection with this Agreement, except for 3CE Data.

17. “Malicious Code” means any code, program, or software designed to disrupt, damage, or gain unauthorized access to a computer system, including but not limited to viruses, worms, and trojan horses.

18. “Owner” means the individual that owns a Registered Meter Property or an authorized representative of such individual.

19. “Personal Information” means any information relating to an identified or identifiable natural person, where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, Registered Utility Meter data, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

20. “Platform” means CONTRACTOR’s proprietary software-as-a-service platform, products, and applications made available to CONTRACTOR’s customers and utilized by CONTRACTOR to provide the Services, the User Application Services and Admin Dashboard, and any content provided or made available through such platform, and all software, derivatives, improvements, enhancements, updates, and/or extensions related thereto. The Platform includes, without limitation, the following features:
a. “Energy Solutions Dashboard” is the output displayed within the platform, specifics of which are generated by the application of Energy Modeling to the Virtual Energy Assessment Data and Authorized End User Data which includes displaying information on available incentives, energy solutions, and programs applicable to the Authorized Meter Property. b. “Maiven Intelligence” means the proprietary engine that provides analysis and calculation of an Authorized Meter Property’s associated building structure, occupants and vehicles, energy consumption, any other data collected by Maiven in connection with such Authorized Meter Property, and all processes and algorithms used to analyze such data. c. “Trade Pro InHome Portal or InHome Portal” means the functionality that enables a Trade Professional to submit updated information about an Authorized Meter Property and thus trigger a re-running of Maiven Intelligence for updated bill impact, measure recommendations, or Project Agreement generation.
d. “Virtual Energy Assessment” or “VEA” means the functionality that enables a Registered End User to respond to assessment questions about and submit information, including photographs, of the Authorized Meter Property to CONTRACTOR for qualification and analysis. e. “Virtual Energy Assessment Data or VEA Data” means all data that is collected prior to completion of the VEA, through the VEA, InHome Portal, or as a result of Energy Modeling or Calculation that applies to the Authorized Meter Property.

21. “Program” means the program sponsored by 3CE

22. “Program Reports” means the aggregated information and reports containing aggregated information about Authorized End Users’ use of the User Application Services which are made available to 3CE through the Admin Dashboard and which can be exported in .csv or .pdf form.

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23. “Program Specifications” means the documentation provided to CONTRACTOR by 3CE which describes the utility programs, specific energy measures, and/or incentives which are required or preferred by 3CE to offer to Program participants.

24. “Program Zone” means a geographically bound region that is defined by 3CE (or the applicable ESP) as a region that is approved for participation in the Program.

25. “Registered Meter Property” means a structure that is monitored by a Registered Utility Meter.

26. “Registered End User” means the owner or resident of a property who receives and uses login credentials to access the User Application Services.

27. “Registered Utility Meter” means a utility meter installed at the Registered Meter Property with the applicable utility provider for the measurement and billing of utility services supplied to the Registered Meter Property.

28. “Trade Professional” or “Trade Pro” means the individual(s) and companies authorized by 3CE to scope and install the Program Projects.

29. “User Application Services” means the features of the Platform which are provided to Authorized End Users.

30. “User” means an Authorized End User or Admin User.

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Staff Report Item 12
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Chris Rich, Vice President of Business Operations SUBJECT: Public Hearing and update on 3CE vacancies, recruitment and retention efforts pursuant to Government Code section 3502.3
DATE: August 12, 2026
RECOMMENDATION:

This memorandum recommends that 3CE hold a public hearing and receive an update on 3CE vacancies, recruitment and retention efforts pursuant to Government Code section 3502.3.

BACKGROUND:

AB 2561 amended Government Code Section 3502.3 and requires public agencies to present on the status of vacancies, as well as recruitment and retention efforts, per fiscal year (FY). AB 2561 requires the report be provided at a public hearing prior to the adoption of the agency’s budget. The presentation shall identify any necessary changes to policies, procedures, and recruitment activities that may lead to hiring obstacles, if any, as well as mitigating measures.

Staff anticipate notifying SEIU Local 521 of this statutory annual hearing and its right to present.

DISCUSSION/ANALYSIS:

Vacancies
Position vacancies may occur for various reasons throughout any given year, including internal promotion or transfer of a staff member, retirements, resignations, terminations, or due to the approval of a new position. As of July 20, 2026, there are currently fifty-nine (59) budgeted positions and ten (10) vacancies at 3CE. Of those ten vacancies, one (1) is a represented non-supervisory position, out of thirty-two (32) total budgeted and filled non-supervisory represented positions. The other nine (9) vacant positions are supervisory positions being held vacant due to management prerogative, organizational planning, and pending approval of the FY26-27 3CE Budget, or other reasons.

Staff Recruitment
3CE employs a variety of recruitment strategies to attract talent, including:
 Posting job vacancies on the agency’s website
 Leveraging our Human Resources Information System (HRIS) to simultaneously post on LinkedIn and Govjobs.com
 Investing advertising dollars to “boost” roles and reposting on social media environments  Engaging recruiters to supplement in-house efforts, where required.

Because 3CE prioritizes hiring staff that physically work in local offices and our service area (contributing to our local economies), we have used paid advertising and paid recruiting to fill particularly unique roles and skillsets.

Staff Retention
For the second year in a row, 3CE has been independently certified as a Great Place to Work, recognizing 3CE’s exceptional culture, staff, high commitment to our mission and community, and overall reputation. Our commitment to ensuring we retain exceptional staff focuses on maintaining competitive compensation and employee benefits, listening and responding to staff concerns, enabling training and development, and providing guidance on career opportunities. Major initiatives and investments we’ve recently completed, such as the move of our Monterey Headquarters to a new location at 20 Ryan Ranch Road (currently ~30 of our 59 roles), are a direct result of responding to staff feedback.

Staff engagement and recognition initiatives, including Employee of the Quarter, our Health and Wellness stipend, “Energizer Committee” employee interest group, as well as newly introduced monthly virtual All Hands meetings, and semi-Annual in-person All Hands meetings play a crucial role in fostering a positive workplace environment.

There are no necessary changes to policies, procedures or recruitment activities needed to avoid obstacles in the hiring process at this time.

FISCAL IMPACT:

No fiscal impact associated with this report.

CONCLUSION:

Staff will continue to provide informational updates consistent with Government Code 3502.3 requirements on an annual basis.

Staff Report Item 13
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Dewayne Woods, Chief Operating Officer
SUBJECT: A. Adopt Resolution No. OB-2026-12 approving and authorizing the CEO to execute two (2) Renewable Power Purchase and Sale Agreements (“PPAs”) with SunZia Wind North LLC and SunZia Wind South LLC, as well as any necessary ancillary documents, for a combined maximum capacity of approximately 50 MW, a delivery term of fifteen (15) years, and an expected Commercial Operation Date of January 1, 2027, in a combined Not-to-Exceed amount of $206,000,000; and
B. Authorize the CEO to execute up to two (2) amendments to each PPA that do not increase the total Not-to-Exceed amount, subject to approval by the General Counsel
DATE: August 12, 2026
RECOMMENDATION:
a. Adopt Resolution No. OB-2026-12 approving and authorizing the CEO to execute two (2) Renewable Power Purchase and Sale Agreements (“PPAs”) with SunZia Wind North LLC and SunZia Wind South LLC, as well as any necessary ancillary documents, for a combined maximum capacity of approximately 50 MW, a delivery term of fifteen (15) years, and an expected Commercial Operation Date of January 1, 2027, in a combined Not-to-Exceed amount of $206,000,000; and
b. Authorize the CEO to execute up to two (2) amendments to each PPA that do not increase the total Not-to-Exceed amount, subject to approval by the General Counsel BACKGROUND:

At its November 2023 meeting, the Operations Board approved a Renewable Power Purchase Agreement for 205 MW from the SunZia Wind project, located in New Mexico and delivered into the CIASO market. 3CE began receiving energy under that agreement in May 2026, serving

approximately 11% of 3CE’s demand. 3CE is one of several offtakers within a larger planned SunZia Wind buildout of more than 3,500 MW.

The SunZia Wind project is owned by Pattern Energy Group LP (“Pattern”), a San Francisco–based company that develops, owns, and operates utility-scale wind and solar facilities as well as transmission projects.

DISCUSSION/ANALYSIS:

In Spring 2026, Pattern conducted an auction for additional wind generation from the larger complex. 3CE participated and was awarded a combined total of approximately 50 MW, allocated between two project entities — SunZia Wind North LLC and SunZia Wind South LLC. The two Agreements are the same negotiated form and differ only by counterparty, project location, and contracted capacity.

Generation Profile and Portfolio Fit
New Mexico wind resources generate at a higher capacity factor than most California wind and tend to peak later in the day, complementing 3CE’s fleet of California solar PV. This profile provides evening-ramp generation that can reduce 3CE’s overall cost of energy by fixing a greater portion of 3CE’s demand profile with stable, contracted pricing.

Product and Settlement Structure
Under each Agreement, 3CE purchases as-available Delivered Energy together with the associated Portfolio Content Category 1 (PCC1) Renewable Energy Credits. Resource Adequacy and other Capacity Attributes are not included and are retained by the seller, so 3CE would procure Resource Adequacy capacity separately. Compensation is structured as a fixed contract price that is financially settled against the market price at the Palo Verde delivery point, subject to a contractual Floor Price that limits 3CE’s exposure to deeply negative market prices. The seller provides a Guaranteed Energy Production commitment backed by energy replacement damages, and each Agreement is supported by Development Security and Performance Security (a letter of credit and a parent guaranty from Pattern Energy Group LP). The specific contract price and security amounts are commercially confidential, are redacted from the public attachments, and are available to the Board for review.

Overview of the Proposed Agreements
SunZia Wind North SunZia Wind South
Counterparty SunZia Wind North LLC SunZia Wind South LLC Parent Company Pattern Energy Group LP

SunZia Wind North SunZia Wind South
Product As-available wind energy (Delivered Energy) and associated PCC1 Renewable Energy Credits; Resource Adequacy / Capacity Attributes not included Delivery Term 15 years – January 2027 through December 2041 Contract Capacity ~14.92 MWAC ~35.10 MWAC
Location San Miguel County, NM Lincoln and Torrance Counties, NM Delivery Point Palo Verde intertie (delivered into the CAISO market) Percentage of Retail Load
Served
~3% combined
Not to Exceed $61,000,000 $145,000,000
Combined Not to Exceed $206,000,000
Labor and Community Support
3CE’s decision to participate in the auction reflected Pattern’s commitment to pay New Mexico prevailing wages and to provide health-care coverage for on-site employees. 3CE was also informed that the local IBEW, the Building Trades Council, and the Green Chamber of Commerce support the project.

The project, now complete, included a $1.3 billion dollar project labor agreement between the developer and IBEW. The largest renewable energy project in the United States, Sun Zia created over 2,000 construction jobs.

Key Risks and Considerations
Key risks and considerations include price and basis risk at the Palo Verde delivery point, wind production variability, the absence of Resource Adequacy, transmission and curtailment exposure, and counterparty credit.

FISCAL IMPACT:

The combined fiscal impact of the two proposed Agreements will not exceed $206,000,000 over the fifteen (15) year delivery term, comprising a Not-to-Exceed amount of $61,000,000 for the SunZia Wind North Agreement and $145,000,000 for the SunZia Wind South Agreement. The per-unit contract price is redacted from the public attachments and is available to the Board in closed session.

CONCLUSION:

Approval of these Agreements will add approximately 50 MW of evening-peaking renewable wind energy that complements 3CE’s solar resources, meet approximately 3% of 3CE’s load, and provide additional value to 3CE’s customers while advancing 3CE’s mission and clean-energy goals.

ATTACHMENT(S):

1. SunZia Wind North LLC PPA (Redacted)

2. SunZia Wind South LLC PPA (Redacted)

3. Draft Resolution No. OB-2026-XX

-i-TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS ........................................................................................................ 1

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

1.2 RULES OF INTERPRETATION. .......................................................................................... 18 ARTICLE 2 TERM; CONDITIONS PRECEDENT .............................................................. 19

2.1 CONTRACT TERM. .......................................................................................................... 19

2.2 RESERVED ...................................................................................................................... 19

2.3 OBLIGATIONS PRIOR TO DELIVERY TERM ...................................................................... 19

2.4 PROGRESS REPORTS ....................................................................................................... 20

2.5 REMEDIAL ACTION PLAN ............................................................................................... 20

2.6 RESERVED ...................................................................................................................... 21 ARTICLE 3 PURCHASE AND SALE ..................................................................................... 21

3.1 SALE OF PRODUCT ......................................................................................................... 21

3.2 SALE OF GREEN ATTRIBUTES ......................................................................................... 21

3.3 COMPENSATION. ............................................................................................................ 21

3.4 IMBALANCE ENERGY ..................................................................................................... 22

3.5 OWNERSHIP OF RENEWABLE ENERGY INCENTIVES ........................................................ 22

3.6 FUTURE ENVIRONMENTAL ATTRIBUTES. ....................................................................... 23

3.7 PRE-COD PRODUCT ...................................................................................................... 23

3.8 CAPACITY ATTRIBUTES. ................................................................................................ 23

3.9 CEC CERTIFICATION AND VERIFICATION ...................................................................... 24

3.10 CPUC NON-MODIFIABLE STANDARD TERMS AND CONDITIONS. .................................. 24

3.11 CALIFORNIA RENEWABLES PORTFOLIO STANDARD ....................................................... 25

3.12 COMPLIANCE EXPENDITURE CAP ................................................................................... 25 ARTICLE 4 OBLIGATIONS AND DELIVERIES ................................................................ 26

4.1 DELIVERY. ..................................................................................................................... 26

4.2 TITLE AND RISK OF LOSS. .............................................................................................. 26

4.3 SCHEDULING COORDINATOR RESPONSIBILITIES. ........................................................... 27

4.4 FORECASTING ................................................................................................................ 28

4.5 DISPATCH DOWN/CURTAILMENT. .................................................................................. 29

4.6 REDUCTION IN DELIVERY OBLIGATION ......................................................................... 30

4.7 GUARANTEED ENERGY PRODUCTION ............................................................................ 30

4.8 WREGIS ....................................................................................................................... 31 ARTICLE 5 TAXES ................................................................................................................... 33

5.1 ALLOCATION OF TAXES AND CHARGES ......................................................................... 33

5.2 COOPERATION ................................................................................................................ 33 ARTICLE 6 MAINTENANCE OF THE FACILITY ............................................................. 33

6.1 MAINTENANCE OF THE FACILITY ................................................................................... 33

6.2 MAINTENANCE OF HEALTH AND SAFETY ....................................................................... 34

6.3 SHARED FACILITIES ....................................................................................................... 34

-ii-ARTICLE 7 METERING .......................................................................................................... 34

7.1 METERING ..................................................................................................................... 34

7.2 METER VERIFICATION ................................................................................................... 34 ARTICLE 8 INVOICING AND PAYMENT; CREDIT ......................................................... 35

8.1 INVOICING...................................................................................................................... 35

8.2 PAYMENT ....................................................................................................................... 35

8.3 BOOKS AND RECORDS .................................................................................................... 36

8.4 PAYMENT ADJUSTMENTS; BILLING ERRORS .................................................................. 36

8.5 BILLING DISPUTES ......................................................................................................... 36

8.6 NETTING OF PAYMENTS ................................................................................................. 36

8.7 SELLER’S DEVELOPMENT SECURITY .............................................................................. 37

8.8 SELLER’S PERFORMANCE SECURITY .............................................................................. 37

8.9 FINANCIAL STATEMENTS. .............................................................................................. 37

8.10 BUYER’S FIRST PRIORITY SECURITY INTEREST IN CASH OR CASH EQUIVALENT COLLATERAL ............................................................................................................................. 38 ARTICLE 9 NOTICES .............................................................................................................. 39

9.1 ADDRESSES FOR THE DELIVERY OF NOTICES ................................................................. 39

9.2 ACCEPTABLE MEANS OF DELIVERING NOTICE .............................................................. 39 ARTICLE 10 FORCE MAJEURE............................................................................................ 39

10.1 DEFINITION. ................................................................................................................... 39

10.2 NO LIABILITY IF A FORCE MAJEURE EVENT OCCURS .................................................... 40

10.3 NOTICE .......................................................................................................................... 40

10.4 TERMINATION FOLLOWING FORCE MAJEURE EVENT ..................................................... 41 ARTICLE 11 DEFAULTS; REMEDIES; TERMINATION ................................................. 41

11.1 EVENTS OF DEFAULT ..................................................................................................... 41

11.2 REMEDIES; DECLARATION OF EARLY TERMINATION DATE ........................................... 44

11.3 TERMINATION PAYMENT ............................................................................................... 44

11.4 NOTICE OF PAYMENT OF TERMINATION PAYMENT ........................................................ 45

11.5 DISPUTES WITH RESPECT TO TERMINATION PAYMENT.................................................. 45

11.6 RIGHTS AND REMEDIES ARE CUMULATIVE ................................................................... 45

11.7 MITIGATION ................................................................................................................... 45 ARTICLE 12 LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES ... 45

12.1 NO CONSEQUENTIAL DAMAGES ..................................................................................... 45

12.2 WAIVER AND EXCLUSION OF OTHER DAMAGES ............................................................ 45 ARTICLE 13 REPRESENTATIONS AND WARRANTIES; AUTHORITY ...................... 47

13.1 SELLER’S REPRESENTATIONS AND WARRANTIES ........................................................... 47

13.2 BUYER’S REPRESENTATIONS AND WARRANTIES. .......................................................... 47

13.3 GENERAL COVENANTS ................................................................................................... 48

13.4 PREVAILING WAGE ........................................................................................................ 49 ARTICLE 14 ASSIGNMENT ................................................................................................... 49

-iii-14.1 GENERAL PROHIBITION ON ASSIGNMENTS ..................................................................... 49

14.2 COLLATERAL ASSIGNMENT ........................................................................................... 49

14.3 PERMITTED ASSIGNMENT .............................................................................................. 50

14.4 LIMITED ASSIGNMENT BY BUYER .................................................................................. 50 ARTICLE 15 GOVERNING LAW; DISPUTE RESOLUTION ........................................... 51

15.1 GOVERNING LAW ........................................................................................................... 51

15.2 VENUE ........................................................................................................................... 51

15.3 DISPUTE RESOLUTION .................................................................................................... 51

15.4 ATTORNEYS’ FEES ......................................................................................................... 51 ARTICLE 16 INDEMNIFICATION ........................................................................................ 52

16.1 INDEMNIFICATION. ......................................................................................................... 52

16.2 CLAIMS .......................................................................................................................... 52 ARTICLE 17 INSURANCE....................................................................................................... 53

17.1 INSURANCE. ................................................................................................................... 53 ARTICLE 18 CONFIDENTIAL INFORMATION ................................................................ 54

18.1 DEFINITION OF CONFIDENTIAL INFORMATION ............................................................... 54

18.2 DUTY TO MAINTAIN CONFIDENTIALITY ......................................................................... 54

18.3 IRREPARABLE INJURY; REMEDIES .................................................................................. 54

18.4 PERMITTED DISCLOSURES .............................................................................................. 54

18.5 PRESS RELEASES ............................................................................................................ 55 ARTICLE 19 MISCELLANEOUS ........................................................................................... 55

19.1 ENTIRE AGREEMENT; INTEGRATION; EXHIBITS ............................................................. 55

19.2 AMENDMENTS ................................................................................................................ 55

19.3 NO WAIVER ................................................................................................................... 55

19.4 NO AGENCY, PARTNERSHIP, JOINT VENTURE OR LEASE ................................................ 55

19.5 SEVERABILITY ............................................................................................................... 55

19.6 MOBILE-SIERRA ............................................................................................................. 56

19.7 COUNTERPARTS ............................................................................................................. 56

19.8 ELECTRONIC DELIVERY ................................................................................................. 56

19.9 BINDING EFFECT ............................................................................................................ 56

19.10 NO RECOURSE TO MEMBERS OF BUYER......................................................................... 56

19.11 CHANGE IN ELECTRIC MARKET DESIGN. ....................................................................... 56

SMRH:4922-9526-1616.9 -iv- OLD: 4922-9526-1616.4
062426 84ET-376539
Exhibits
Exhibit A Facility Description
Exhibit B Facility Construction and Commercial Operation Exhibit C Progress Reporting Form
Exhibit D Form of Average Forecast of Energy (MWh)
Exhibit E Energy Replacement Damages Calculation
Exhibit F Form of Commercial Operation Date Certificate Exhibit G Form of Installed Capacity Certificate
Exhibit H Reserved
Exhibit I Form of Letter of Credit
Exhibit J Form of Guaranty
Exhibit K Notices
Exhibit L Operating Restrictions
Exhibit M Form of Seller Commercial Operation Date Certificate Exhibit N Form of Limited Assignment Agreement

SMRH:4922-9526-1616.9 -1- OLD: 4922-9526-1616.4
062426 84ET-376539

RENEWABLE POWER PURCHASE AND SALE AGREEMENT (SUNZIA SOUTH) This Renewable Power Purchase and Sale Agreement (SunZia South) (“Agreement”) is entered into as of ____________, 2026 (the “Effective Date”), between Buyer and Seller. Buyer and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties.”

RECITALS
WHEREAS, Seller owns and operates the Facility; and
WHEREAS, Seller desires to sell, and Buyer desires to purchase, on the terms and conditions set forth in this Agreement, the Product;
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties agree to the following:

ARTICLE 1

DEFINITIONS

1.1 Contract Definitions. The following terms, when used herein with initial capitalization, shall have the meanings set forth below:
“AC” means alternating current.
“Accepted Compliance Costs” has the meaning set forth in Section 3.12. “Adjusted Energy Production” has the meaning set forth in Exhibit E. “Affiliate” means, with respect to any Person, each Person that directly or indirectly controls, is controlled by, or is under common control with such designated Person. For purposes of this definition and the definition of “Permitted Transferee”, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean (a) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (b) the right to direct the policies or operations of such Person. “Agreement” has the meaning set forth in the Preamble and includes any Exhibits, schedules and any written supplements hereto, the Cover Sheet, and any designated collateral, credit support or similar arrangement between the Parties. “Alternative Delivery Point” means a Scheduling Point, as defined in the CAISO Tariff, other than the Delivery Point, that is agreed upon by Buyer and Seller. “Approved Meter” means a CAISO-approved revenue quality meter or meters, together with a CAISO-approved data processing gateway or remote intelligence gateway, telemetering

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equipment and data acquisition services sufficient for monitoring, recording and reporting, in real time, all Energy produced by the Facility net of Electrical Losses and Station Use. “Available Capacity” means the capacity from Buyer’s Share of the Facility, expressed in whole MWs, that is available to generate Energy.
“Balancing Authority” has the meaning set forth in the CAISO Tariff. “Bankrupt” means with respect to any entity, such entity that (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law, (b) has any such petition filed or commenced against it which remains unstayed or undismissed for a period of ninety (90) days, (c) makes an assignment or any general arrangement for the benefit of creditors, (d) otherwise becomes bankrupt or insolvent (however evidenced), (e) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (f) is generally unable to pay its debts as they fall due. “Business Day” means any day except a Saturday, Sunday, the Friday after the U.S.

Thanksgiving holiday, or a Federal Reserve Bank holiday in California. A Business Day begins at 8:00 a.m. and ends at 5:00 p.m. local time for the Party sending a Notice, or payment, or performing a specified action.
“Buyer” has the meaning set forth on the Cover Sheet.
“Buyer’s Share” means the percentage that is equal to the quotient of the Guaranteed Capacity divided by the Installed Capacity (or, prior to the Commercial Operation Date, the total nameplate capacity of the Facility in operation at the time), not to exceed one hundred percent (100%), as such percentage may change from time to time with changes to the Installed Capacity, if applicable.
“Buyer’s WREGIS Account” has the meaning set forth in Section 4.8(a). “CAISO” means the California Independent System Operator Corporation or any successor entity performing similar functions.
“CAISO Grid” has the same meaning as “CAISO Controlled Grid” as defined in the CAISO Tariff.
“CAISO Operating Instruction” has the same meaning as “Operating Instruction” as defined in the CAISO Tariff.
“CAISO Tariff” means the California Independent System Operator Corporation Agreement and Tariff, Business Practice Manuals (BPMs), and Operating Procedures, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and, to the extent subject to approval by FERC, as approved by FERC. “California Renewables Portfolio Standard” or “RPS” means the renewable energy program and policies established by California State Senate Bills 1038 (2002), 1078 (2002), 107

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(2008), X-1 2 (2011), 350 (2015), and 100 (2018) as codified in, inter alia, California Public Utilities Code Sections 399.11 through 399.31 and California Public Resources Code Sections 25740 through 25751, as such provisions are amended or supplemented from time to time. “Capacity Attribute” means Buyer’s Share of any current or future defined characteristic, certificate, tag, credit, or accounting construct associated with the amount of power that the Facility can generate and deliver at a particular moment, including those that can be delivered to the CAISO Grid and that can be purchased and sold pursuant to the CAISO Tariff (e.g., Resource Adequacy Benefits).
“Capacity Damages” has the meaning set forth in Exhibit B. “CEC” means the California Energy Commission, or its successor agency. “CEC Certification and Verification” means that the CEC has certified (or, with respect to periods before the date that is one hundred eighty (180) days following the Commercial Operation Date, that the CEC has pre-certified) that the Facility is an Eligible Renewable Energy Resource for purposes of the California Renewables Portfolio Standard and that all Energy generated by the Facility qualifies as generation from an Eligible Renewable Energy Resource. “Change of Control” means any circumstance in which (a) in respect of Buyer, the Person that has ultimate control over Buyer ceases to have such ultimate control, and (b) in the case of Seller, the Ultimate Parent ceases to have control over Seller; provided that, for the avoidance of doubt, it shall not be a Change of Control of Seller if the Ultimate Parent, itself or together with other Persons that would meet the requirements of the definition of Permitted Transferee, retains either (a) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of Seller or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in Seller, or (b) the right to direct the policies or operations of Seller.
“COD Delay Damages Payment” has the meaning set forth in Exhibit B. “Collateral Assignment Agreement” has the meaning set forth in Section 14.2. “Commercial Operation” has the meaning set forth in Exhibit B. “Commercial Operation Date” has the meaning set forth in Exhibit B. “Compliance Actions” has the meaning set forth in Section 3.12. “Compliance Expenditure Cap” has the meaning set forth in Section 3.12. “Confidential Information” has the meaning set forth in Section 18.1. “Construction Start” has the meaning set forth in Exhibit B. “Contract Price” has the meaning set forth on the Cover Sheet.

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“Contract Revenues” has the meaning set forth in Section 4.5(b). “Contract Term” has the meaning set forth in Section 2.1(a). “Contract Year” means a period of twelve (12) consecutive months. The first Contract Year shall commence on the Commercial Operation Date and each subsequent Contract Year shall commence on the anniversary of the Commercial Operation Date. “Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third-party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace the Agreement; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with terminating the Agreement. “Cover Sheet” means the cover sheet to this Agreement, which is incorporated into this Agreement.
“COVID-19” means the pandemic disease designated COVID-19 and the related virus designated SARS-CoV-2 and any mutations thereof, or the efforts of a Governmental Authority to combat or mitigate such disease.
“CPUC” means the California Public Utilities Commission, or successor entity. “CPUC Decisions” means CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-04-040, 06-06-064, 06-07-031, 07-06-029, 08-06-031, 09-06-028, 10-06-036, 11-06-022, 12-06-025, 13- 06-024, 14-06-050, 19-02-022, 20-06-002, 20-06-031, and any other existing or subsequent decisions, resolutions or rulings related to the resource adequacy program or any successor program, as may be adopted or promulgated by the CPUC.
“Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third-party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issuer rating by S&P or Moody’s. Unless otherwise indicated herein, if ratings by S&P and Moody’s are not equivalent, the lower rating shall apply. “Curtailment Cap” means .
“Curtailment Order” means any of the following:
(a) the CAISO orders, directs, alerts, or provides notice to a Party, including a CAISO Operating Instruction, to curtail deliveries of Energy from the Facility for the following reasons: (i) any System Emergency, or (ii) any warning of an anticipated System Emergency, or warning of an imminent condition or situation, which jeopardizes CAISO’s electric system integrity or the integrity of other systems to which CAISO is connected; (b) a curtailment ordered by a Transmission Provider for reasons including, but not limited to, (i) any situation that affects normal function of the electric system including, but not limited to, any abnormal condition that requires action to prevent circumstances such as

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equipment damage, loss of load, or abnormal voltage conditions, or (ii) any warning, forecast or anticipation of conditions or situations that jeopardize the Transmission Provider’s electric system integrity or the integrity of other systems to which the Transmission Provider is connected; (c) a curtailment ordered by CAISO or a Transmission Provider due to scheduled or unscheduled maintenance on the Transmission Provider’s transmission facilities that prevents (i) Buyer from receiving or (ii) Seller from delivering Energy at the Delivery Point; or (d) a curtailment in accordance with Seller’s obligations under its Interconnection Agreement with the Participating Transmission Owner. “Curtailment Period” means the period of time, as measured using current Settlement Intervals, during which Seller reduces generation or deliveries of Delivered Energy from the Facility pursuant to a Curtailment Order. Curtailment Period shall not include periods during which Seller reduces generation as a result of a Market Curtailment Period. “Damage Payment” means the dollar amount equal to the amount of “Day-Ahead Forecast” means a non-binding estimate of the hourly Energy expected to be produced by the Facility and delivered to Buyer at the Delivery Point, net of all Electrical Losses, not to exceed the Hourly Delivery Cap, for each hour of the immediately succeeding day, prepared by the Third-Party Forecast Vendor using an industry-standard methodology that utilizes the potential generation of the Facility as a function of Available Capacity, wind speed and direction, wind turbine power curves and other pertinent data (including data related to Curtailment Orders) for the period of time, consistent with Prudent Operating Practice; provided that a Day-Ahead Forecast provided in a day prior to any non-Business Day(s) shall include non-binding forecasts for the immediately succeeding day, each succeeding non-Business Day and the next Business Day.
“Day-Ahead Market” has the meaning set forth in the CAISO Tariff. “Day-Ahead Schedule” has the meaning set forth in the CAISO Tariff. “Deemed Delivered Energy” means (i) the Market Curtailment Delivered Energy, which shall be calculated by the Third-Party Forecast Vendor using an industry-standard methodology that calculates the potential generation of the Facility delivered to the Delivery Point as a function of Available Capacity, actual meteorological conditions on Site, including wind speed and direction, and wind turbine power curves and other pertinent data for the period of time, and the Hourly Delivery Cap, consistent with Prudent Operating Practice, as input for the period of time during such Market Curtailment Period, less (ii) the amount of Delivered Energy delivered to the Delivery Point during the Market Curtailment Period; provided that, if the applicable difference is negative, the Deemed Delivered Energy shall be zero (0). “Defaulting Party” has the meaning set forth in Section 11.1(a). “Deficient Month” has the meaning set forth in Section 4.8(e).

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method (including all credits, certificates, benefits, and emission measurements, reductions, offsets and allowances related thereto) that are attributable, as of the Effective Date, or in the future, to the generation of electrical energy by a wind generation facility as opposed to from a conventional generation resource.
“Gains” means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of this Agreement for the remaining Contract Term, determined in a commercially reasonable manner. Factors used in determining the economic benefit to a Party may include, without limitation, reference to information supplied by one or more third parties, which shall exclude Affiliates of the Non-Defaulting Party, including without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs (e.g., SP-15), all of which should be calculated for the remaining Contract Term, and includes the value of Green Attributes.
“Governmental Authority” means any federal, state, provincial, local or municipal government, any political subdivision thereof or any other governmental, congressional or parliamentary, regulatory, or judicial instrumentality, authority, body, agency, department, bureau, or entity with authority to bind a Party at law, including CAISO and WREGIS; provided, however, that “Governmental Authority,” as such term is used in this Agreement in connection with Seller’s obligations to comply with Law or bear Taxes, shall not include Buyer to the extent that Buyer’s acts or omissions would impose incremental burdens on Seller or Seller’s performance under this Agreement or limit or deprive Seller of any of Seller’s rights or benefits under this Agreement. “Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the Delivered Energy. Green Attributes include but are not limited to Renewable Energy Credits, as well as: (1) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere; (3) the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Facility, (ii) investment or production tax credits associated with the construction or operation of the Facility and other financial incentives associated therewith, (iii) fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Facility for compliance with local, state, or federal operating and/or air quality permits. If the Facility is a biomass or landfill gas facility and Seller receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributed to its fuel usage, it shall provide Buyer with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Facility.

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“Installed Capacity Certificate” means a certificate from a Licensed Professional Engineer substantially in the form attached as Exhibit G hereto, which certifies the Installed Capacity.
“Inter-SC Trade” has the meaning set forth in the CAISO Tariff. “Interconnection Agreement” means the interconnection agreement entered into by Seller pursuant to which the Facility will be interconnected with the PTO’s Transmission System, and pursuant to which any Interconnection Facilities will be constructed, operated and maintained during the Contract Term.
“Interconnection Facilities” means the interconnection facilities, control and protective devices and metering facilities required to connect the Facility with the PTO’s Transmission System in order to meet the terms and conditions of this Agreement. “Interconnection Point” means the Pete Heinrich AC Switching Station. “Interest Rate” has the meaning set forth in Section 8.2. “Investment Grade Credit Rating” means a Credit Rating of not less than “Joint Powers Act” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.).
“Joint Powers Agreement” means that certain Joint Powers Agreement dated February 21, 2017 as amended from time to time, under which Buyer is organized as a joint powers authority in accordance with the Joint Powers Act.
“Law” means any applicable law, statute, rule, regulation, decision, writ, order, decree or judgment, permit or any interpretation thereof, promulgated or issued by a Governmental Authority.
“Lender” means, collectively, any Person (i) providing senior or subordinated construction, interim, back leverage or long-term debt, equity or tax equity financing or refinancing for or in connection with the development, construction, purchase, installation or operation of the Facility, whether that financing or refinancing takes the form of private debt, equity, public debt or any other form (including financing or refinancing provided to a member or other direct or indirect owner of Seller), including any equity or tax equity investor directly or indirectly providing financing or refinancing for the Facility or purchasing equity ownership interests of Seller and/or its Affiliates, and any trustee or agent acting on their behalf, (ii) providing Interest Rate or commodity protection under an agreement hedging or otherwise mitigating the cost of any of the foregoing obligations, and/or (iii) participating in a lease financing (including a sale leaseback or leveraged leasing structure) with respect to the Facility. “Letter(s) of Credit” means one or more irrevocable, standby letters of credit (a) issued by a U.S. commercial bank, or U.S. branch of a foreign bank, with such bank having a Credit Rating of at least A- with an outlook designation of “stable” from S&P or A3 with an outlook

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“Renewable Energy Credit” or “REC” has the meaning set forth in California Public Utilities Code Section 399.12(h), as may be amended from time to time or as further defined or supplemented by Law.
“Renewable Energy Incentives” means: (a) all federal, state, or local Tax credits or other Tax benefits associated with the construction, ownership, or production of electricity from the Facility (including credits under Sections 38, 45, 46 and 48 of the Internal Revenue Code of 1986, as amended); (b) any federal, state, or local grants, subsidies or other like benefits relating in any way to the Facility, including a cash grant available under Section 1603 of Division B of the American Recovery and Reinvestment Act of 2009, in lieu of federal Tax credits or any similar or substitute payment available under subsequently enacted federal legislation; and (c) any other form of incentive relating in any way to the Facility that is not a Green Attribute or a Future Environmental Attribute.
“Replacement Energy” means energy that is provided by Seller to Buyer as a component of Replacement Product, in an amount corresponding to the amount of Replacement Green Attributes provided by Seller as Replacement Product.
“Replacement Green Attributes” means Renewable Energy Credits meeting the RPS requirements for Portfolio Content Category 1.
“Replacement Product” means (a) Replacement Energy and (b) Replacement Green Attributes provided in accordance with Section 4.7.
“Resource Adequacy Benefits” means the rights and privileges attached to Buyer’s Share of the Capacity Attributes available from the Facility that satisfy any entity’s resource adequacy obligations, as those obligations are set forth in the CPUC Decisions and any subsequent CPUC ruling or decision and shall include any local, zonal or otherwise locational attributes associated with the Facility.
“Resource Data Template” has the meaning set forth in the CAISO Tariff. “S&P” means the Standard & Poor’s Financial Services, LLC (a subsidiary of The McGraw-Hill Companies, Inc.) or its successor.
“Schedule” means the actions of Seller, Buyer and/or their designated representatives, or Scheduling Coordinators, including each Party’s Transmission Providers, if applicable, of notifying, requesting and confirming to each other and the CAISO the quantity and type of Product to be delivered in any given hour on any given day or days at a specified Delivery Point. “Scheduled Energy” means the Energy from Buyer’s Share of the Facility that clears under the applicable CAISO market based on the final Schedule developed in accordance with this Agreement, the operating procedures developed by the Parties pursuant to this Agreement, and the applicable CAISO Tariff, protocols and Scheduling practices. “Scheduling Coordinator” or “SC” means an entity certified by the CAISO as qualifying as a Scheduling Coordinator pursuant to the CAISO Tariff for the purposes of undertaking the

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functions specified in “Responsibilities of a Scheduling Coordinator,” of the CAISO Tariff, as amended from time to time.
“Self-Schedule” has the meaning set forth in the CAISO Tariff. “Seller” has the meaning set forth on the Cover Sheet.
“Seller’s WREGIS Account” has the meaning set forth in Section 4.8(a). “Settlement Amount” means the Non-Defaulting Party’s Costs and Losses, on the one hand, netted against its Gains, on the other. If the Non-Defaulting Party’s Costs and Losses exceed its Gains, then the Settlement Amount shall be an amount owing to the Non-Defaulting Party. If the Non-Defaulting Party’s Gains exceed its Costs and Losses, then the Settlement Amount shall be zero dollars ($0). The Settlement Amount does not include consequential, incidental, punitive, exemplary or indirect or business interruption damages. “Settlement Interval” has the meaning set forth in the CAISO Tariff. “Settlement Period” has the meaning set forth in the CAISO Tariff, which as of the Effective Date is the period beginning at the start of the hour and ending at the end of the hour. “Shared Facilities Agreement” has the meaning set forth in Section 6.3. “Site” means the real property on which the Facility is or will be located, as further described in Exhibit A.
“Site Control” means that, for the Contract Term, Seller (or, prior to the Delivery Term, its Affiliate): (a) owns or has the option to purchase the Site; (b) is the lessee or has the option to lease the Site; or (c) is the holder of an easement or an option for an easement, right-of-way grant, or similar instrument with respect to the Site.
“SPTO PPA” has the meaning set forth in the Recitals hereto. “Station Use” means:
(a) The Energy produced by the Facility that is used within the Facility to power the lights, motors, control systems and other electrical loads that are necessary for operation of the Facility; and
(b) The Energy produced by the Facility that is consumed within the Facility’s electric energy distribution system as losses.
“SunZia PowerCo” has the meaning set forth in the Recitals hereto. “SunZia Transmission Line” means that certain 3,000-MW high-voltage (+/-525-kV) transmission line originating at the Point of Interconnection in New Mexico and terminating near Phoenix, Arizona. The western terminus of the line will connect to the 500-kV Pinal Central Substation.

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“System Emergency” means any condition that: (a) requires, as determined and declared by CAISO, the PTO or a Transmission Provider, automatic or immediate action to (i) prevent or limit harm to or loss of life or property, (ii) prevent loss of transmission facilities or generation supply in the immediate vicinity of the Facility, or (iii) to preserve Transmission System reliability, and (b) directly affects the ability of any Party to perform under any term or condition in this Agreement, in whole or in part.
“Tax” or “Taxes” means all U.S. federal, state and local and any foreign taxes, levies, assessments, surcharges, duties and other fees and charges of any nature imposed by a Governmental Authority, whether currently in effect or adopted during the Contract Term, including ad valorem, excise, franchise, gross receipts, import/export, license, property, sales and use, stamp, transfer, payroll, unemployment, income, and any and all items of withholding, deficiency, penalty, additions, interest or assessment related thereto. “Terminated Transaction” has the meaning set forth in Section 11.2(a). “Termination Payment” has the meaning set forth in Section 11.3. “Third-Party Forecast Vendor” means (a) ENFOR A/S, UL Services Group LLC, Underwriters Laboratories LLC, Vaisala Group, Meteologica S.A., or (b) any other reputable third-party vendor that is registered to do business in California, experienced in providing and verifying wind energy generation forecasts, not an Affiliate of Seller. “Transmission Provider” means any entity or entities transmitting or transporting the Product on behalf of Seller or Buyer to or from the Delivery Point, including the Participating Transmission Owner.
“Transmission System” means the transmission facilities operated by the Transmission Provider(s), now or hereafter in existence, which provide energy transmission service upstream to or downstream from the Delivery Point.
“Ultimate Parent” means Pattern Energy Group LP.
“WREGIS” means the Western Renewable Energy Generation Information System or any successor renewable energy tracking program.
“WREGIS Certificate Deficiency Price Reduction” has the meaning set forth in Section

4.8(e).
“WREGIS Certificate Deficit” has the meaning set forth in Section 4.8(e). “WREGIS Certificates” has the same meaning as “Certificate” as defined by WREGIS in the WREGIS Operating Rules and are designated as eligible for complying with the California Renewables Portfolio Standard.
“WREGIS Operating Rules” means those operating rules and requirements adopted by WREGIS as of October 2022, as subsequently amended, supplemented or replaced (in whole or in part) from time to time.

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1.2 Rules of Interpretation.

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

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

ARTICLE 2
TERM; CONDITIONS PRECEDENT

2.1 Contract Term.
(a) Effective Date. This Agreement shall become effective on the Effective Date, and shall remain in full force and effect until the conclusion of the Delivery Term, subject to any early termination provisions and any contract term extension provisions set forth herein (“Contract Term”).
(b) Continuing Provisions. Applicable provisions of this Agreement shall continue in effect after termination, including early termination, to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination.

The confidentiality obligations of the Parties under Article 18 shall remain in full force and effect for two (2) years following the termination of this Agreement, all indemnity and audit rights shall remain in full force and effect for one (1) year following, and Buyer’s obligation to return to Seller the Development Security and/or Performance Security less any amounts drawn in accordance with this Agreement shall remain in full force and effect following the termination of this Agreement.

2.2 Reserved.

2.3 Obligations Prior to Delivery Term. Prior to commencement of the Delivery Term, Seller shall complete each of the following conditions:
(a) Seller shall have delivered to Buyer certificates from a Licensed Professional Engineer substantially in the form of Exhibit F and Exhibit G; (b) A Participating Generator Agreement (as defined in the CAISO Tariff) between Seller and CAISO and a Meter Service Agreement for CAISO Metered Entities (as defined in the CAISO Tariff) between CAISO and Seller, if, with respect to each such agreement, it is required under the CAISO Tariff or for Seller to meet its obligations under this Agreement, shall have been executed and delivered and be in full force and effect, and a copy of each such agreement delivered to Buyer;
(c) An Interconnection Agreement between Seller and the PTO shall have been executed and delivered and be in full force and effect and a copy of the Interconnection Agreement delivered to Buyer;

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(d) All applicable regulatory authorizations, approvals and permits for the operation of the Facility have been obtained (or if not obtained, applied for and reasonably expected to be received within ninety (90) days) and all conditions thereof have been satisfied and shall be in full force and effect;
(e) Seller has received the requisite pre-certification of the CEC Certification and Verification (and reasonably expects to receive final CEC Certification and Verification for the Facility in no more than one hundred eighty (180) days from the Commercial Operation Date); (f) Seller (with the reasonable participation of Buyer) shall have completed all applicable WREGIS registration requirements pursuant to the WREGIS Operating Rules that are reasonably capable of being completed prior to the Commercial Operation Date under the WREGIS Operating Rules, including, if applicable, the completion and submittal of all applicable registration forms and supporting documentation, which may include applicable interconnection agreements, informational surveys related to the Facility, QRE service agreements, and other appropriate documentation required to effect Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the Facility within the WREGIS system; (g) Seller has delivered the Performance Security to Buyer in accordance with Section 8.8;
(h) Seller has paid Buyer for all Delay Damages due and owing under this Agreement, if any; and
(i) Seller has delivered to Buyer a certificate from an authorized representative of Seller in the form of Exhibit M.

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

2.4 Progress Reports. The Parties agree time is of the essence in regard to the Agreement. Within fifteen (15) Business Days after the close of each calendar month from the Effective Date until the Commercial Operation Date, Seller shall provide to Buyer a Progress Report that describes the progress towards meeting the Milestones and agree to regularly scheduled meetings between representatives of Buyer and Seller to review such monthly reports and discuss Seller’s construction progress. The content of the Progress Report is set forth in Exhibit C. Seller shall also provide Buyer with any reasonably requested documentation (subject to availability and confidentiality restrictions) directly related to the achievement of Milestones within ten (10) Business Days of receipt of such request.

2.5 Remedial Action Plan.
(a) If Seller misses any one (1) Milestone by more than ninety (90) days, except as the result of a Force Majeure Event or Buyer default, Seller shall submit to Buyer, within ten (10) Business Days of such missed Milestone completion date, a remedial action plan (“Remedial Action Plan”), which will describe in detail any delays (actual or anticipated) beyond the scheduled Milestone dates, including the cause of the delay (e.g., governmental approvals, financing, property acquisition, design activities, equipment procurement, project construction,

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interconnection, or any other factor), Seller’s detailed description of its proposed course of action to achieve the missed Milestones and all subsequent Milestones by the date that is no later than one hundred eighty (180) days after the Expected Commercial Operation Date. (b) Delivery of any Remedial Action Plan shall not relieve Seller of its obligation to provide Remedial Action Plans with respect to any subsequent Milestones and to achieve the Guaranteed Commercial Operation Date (as it may be extended) in accordance with the terms of this Agreement.
(c) So long as Seller is in compliance with its obligations under this Section

2.5, its failure to meet any Milestone shall not be a default under this Agreement.

2.6 Reserved.

ARTICLE 3

PURCHASE AND SALE

3.1 Sale of Product. Subject to the terms and conditions of this Agreement, during the Delivery Term, Seller shall sell and deliver to Buyer, and Buyer shall purchase from Seller, all the Product produced by or associated with the Installed Capacity of the Facility, subject to the Hourly Delivery Cap. The sale by Seller and purchase by Buyer of Delivered Energy hereunder shall be for resale. During the Delivery Term, Buyer will have exclusive rights to offer, bid, or otherwise submit the Product, or any component thereof, from the Facility after the Delivery Point for resale into the market or to any third party, and retain and receive any and all related revenues. Subject to Buyer’s obligations to pay for Deemed Delivered Energy, Buyer has no obligation to purchase from Seller any Product that is not or cannot be delivered to the Delivery Point or Alternative Delivery Point as a result of any circumstance, including, an outage of the Facility, a Force Majeure Event, or a Curtailment Order. Seller shall have no obligation to sell or deliver to Buyer, and Buyer shall have no obligation to buy or receive from Seller, any Product prior to the commencement of the Delivery Term. Prior to the Delivery Term, Seller may sell all energy and associated Green Attributes from the Facility to any third party, and all revenues and costs associated with such sales shall be for Seller’s account.

3.2 Sale of Green Attributes. During the Delivery Term, Seller shall sell and deliver to Buyer, and Buyer shall purchase from Seller, all of the Green Attributes attributable to the Delivered Energy.

3.3 Compensation.
(a) Delivered Energy. For each MWh of Delivered Energy and Replacement Energy in each Settlement Period or Settlement Interval, as applicable, Buyer shall pay Seller the difference of (x) the Contract Price minus (y) the LMP in the Day-Ahead Market at the Delivery Point; provided, that if the LMP in the Day-Ahead Market at the Delivery Point is less than the Floor Price, then (x) if the LMP in the Real-Time Market at the Delivery Point is greater than or equal to the Floor Price, Buyer shall pay for Delivered Energy and Replacement Energy the difference of (1) the Contract Price minus (2) the LMP in the Real-Time Market at the Delivery Point, or (y) if the LMP in the Real-Time Market at the Delivery Point is less than the Floor Price, Buyer shall pay for Delivered Energy and Replacement Energy (if any) the difference of (1) the

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Contract Price minus (2) the Floor Price; and provided further, if the applicable calculation set forth in this Section 3.3(a) results in a negative value, Seller shall pay Buyer the absolute value of such result. As between Buyer and Seller hereunder, Seller shall be responsible for reporting the Energy delivered to the CAISO in its FERC electronic quarterly reports. (b) Deemed Delivered Energy. For each Settlement Period or Settlement Interval, as applicable, during the Delivery Term, Buyer shall pay Seller the Contract Price for each MWh of Deemed Delivered Energy in excess of the Curtailment Cap in any Contract Year.

In addition, during the period in which Seller is receiving PTCs for the Delivered Energy (not to exceed a total of one hundred twenty (120) months), Buyer shall also pay the PTC Amount for all Deemed Delivered Energy; provided, however, no PTC Amount will be paid for Deemed Delivered Energy that was generated by the Facility and sold to a third party pursuant to Section

4.5(b). In addition, Seller shall receive no compensation from Buyer, including for the PTC Amount, for Deemed Delivered Energy to the extent that Seller is required to reduce delivery of Delivered Energy as a result of any event other than a Market Curtailment Period, including a Forced Facility Outage, Force Majeure Event or Curtailment Period. (c) Excess Deliveries. If, at any point in a Contract Year, the amount of Delivered Energy plus Deemed Delivered Energy over the Curtailment Cap exceeds (“Annual Excess
Product”), Seller shall provide Notice to Buyer thereof and Buyer shall have the right, but not the obligation, to purchase additional Product at the Contract Price; provided, that to the extent that Buyer does not elect to purchase such Annual Excess Product within five (5) Business Days of receiving Notice from Seller, (i) Buyer will have no right or obligation to purchase or pay for such Annual Excess Product, and (ii) Seller shall have the right to sell such quantity of Annual Excess Product to one or more third parties and retain any revenues and shall bear all costs associated with such sales.
(d) Excess Settlement Interval Deliveries. If, during any Settlement Interval, Seller delivers Product amounts to Buyer, as measured by the amount of Delivered Energy, in excess of the product of the Guaranteed Capacity and the duration of the Settlement Interval, expressed in hours (“Excess MWh”), then Buyer shall not be obligated to pay for any such Excess MWh. If the LMP in the Real-Time Market at the Delivery Point is negative for a Settlement Interval with Excess MWh, Seller shall pay Buyer an amount equal to the product of (i) the absolute value of the LMP in the Real-Time Market at the Delivery Point, times (ii) Excess MWh for such Settlement Interval.

3.4 Imbalance Energy. Buyer and Seller recognize that from time to time the amount of Delivered Energy will deviate from the amount of Scheduled Energy. Seller shall be responsible for all CAISO costs, and shall be entitled to all CAISO revenues, associated with Imbalance Energy.

3.5 Ownership of Renewable Energy Incentives. Seller shall have all right, title and interest in and to all Renewable Energy Incentives. Buyer acknowledges that any Renewable Energy Incentives belong to Seller. If any Renewable Energy Incentives, or values representing the same, are initially credited or paid to Buyer, Buyer shall cause such Renewable Energy Incentives or values relating to same to be assigned or transferred to Seller without delay. Buyer

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shall reasonably cooperate with Seller, at Seller’s sole expense, in Seller’s efforts to meet the requirements for any certification, registration, or reporting program relating to Renewable Energy Incentives.

3.6 Future Environmental Attributes.
(a) The Parties acknowledge and agree that as of the Effective Date, environmental attributes anticipated to be sold under this Agreement are restricted to Green Attributes; however, Future Environmental Attributes may be created by a Governmental Authority through Laws enacted after the Effective Date. Subject to the final sentence of this Section 3.6(a), in such event, Buyer shall bear all costs associated with the transfer, qualification, verification, registration and ongoing compliance for Buyer’s Share of such Future Environmental Attributes, but there shall be no increase in the Contract Price. Upon Seller’s receipt of Notice from Buyer of Buyer’s intent to claim Buyer’s Share of such Future Environmental Attributes, the Parties shall determine the necessary actions and additional costs associated such Future Environmental Attributes. Seller shall have no obligation to alter the Facility or its operations unless the Parties have agreed on all necessary terms and conditions relating to such alteration and Buyer has agreed to reimburse Seller for all costs associated with such alteration. (b) If Buyer elects to receive Future Environmental Attributes pursuant to Section 3.6(a), the Parties agree to negotiate in good faith with respect to the development of further agreements and documentation necessary to effectuate the transfer of such Future Environmental Attributes, including agreement with respect to (i) appropriate transfer, delivery and risk of loss mechanisms, and (ii) appropriate allocation of any additional costs, as set forth above; provided, that the Parties acknowledge and agree that such terms are not intended to alter the other material terms of this Agreement.

3.7 Pre-COD Product. Seller shall have no obligation to sell or deliver to Buyer, and Buyer shall have no obligation to buy or receive from Seller, any Product prior to the commencement of the Delivery Term. Prior to the Delivery Term, Seller may sell all energy and associated Green Attributes from the Facility to any third party, and all revenues and costs associated with such sales shall be for Seller’s account.

3.8 Capacity Attributes.
(a) Seller and Buyer acknowledge and agree that (i) the Product is limited to Delivered Energy and associated Green Attributes; (ii) Buyer has no right to purchase or receive Capacity Attributes; and (iii) Seller shall bear all costs and receive all revenues, and Buyer shall bear no costs and receive no revenues, associated with Capacity Attributes. (b) Seller represents that, to its knowledge (and assuming that Seller is not required to (or to agree to) submit bids for Reliability Capacity Down (as defined in the CAISO Tariff) in order to sell, deliver and/or use Capacity Attributes), under applicable Law as of the Effective Date, Seller may sell, deliver, and/or use any or all Capacity Attributes without any impairment of Seller’s ability to perform its obligations under this Agreement. Subject to Section

3.8(d), Seller’s sale, delivery, and/or use of Capacity Attributes, in itself, shall not (i) relieve Seller of any of its obligations under this Agreement, or (ii) be sufficient to justify a reduction in Product

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deliveries under this Agreement, and any reduction in Delivered Energy resulting therefrom shall not constitute Lost Output or Deemed Delivered Energy hereunder or otherwise contribute towards Seller’s satisfaction of its obligations under Section 4.7; provided that (y) if Seller is required to (or to agree to) submit bids for Reliability Capacity Down (as defined in the CAISO Tariff) in order to sell, deliver and/or use Capacity Attributes, any reduction in Delivered Energy resulting from any such bids are permitted hereunder and shall constitute Lost Output (but not Deemed Delivered Energy), and (z) Seller’s compliance with applicable Law, including in respect of the sale, delivery and/or use of Capacity Attributes, shall not be considered a default hereunder. (c) Seller may sell, deliver, and/or use any or all Capacity Attributes without restriction hereunder, unless and until a change in applicable Law occurs following the Effective Date that causes Seller’s sale, delivery, and/or use of Capacity Attributes to materially adversely impact Seller’s ability to perform its obligations under this Agreement (including but not limited to Seller’s obligations under Sections 4.6 or 4.7) (such change in Law, an “RA Change in Law”). (d) Upon and for the duration of the effectiveness of any RA Change in Law, Seller shall not sell, deliver, and/or use any Capacity Attributes unless Seller adequately mitigates the material adverse impact of such sale, delivery, and/or use on Seller’s ability to perform its obligations under this Agreement, as reasonably determined by Buyer.

3.9 CEC Certification and Verification. Seller shall take all necessary steps including, but not limited to, making or supporting timely filings with the CEC to obtain and maintain CEC Certification and Verification for the Facility throughout the Delivery Term, including compliance with all applicable requirements for certified facilities set forth in the current version of the RPS Eligibility Guidebook (or its successor). Seller must promptly notify Buyer and the CEC of any changes to the information included in Seller’s application for CEC Certification and Verification for the Facility.

3.10 CPUC Non-Modifiable Standard Terms and Conditions. (a) Eligibility. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC 6] (b) Transfer of Renewable Energy Credits. Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the renewable energy credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08-028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be

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to take Compliance Actions exceed the annual Compliance Expenditure Cap: (i) Buyer may pay to Seller any reasonably demonstrated amounts that Seller expends in connection with Compliance Actions that are in excess of the annual Compliance Expenditure Cap; (ii) in the following Contract Year, Seller shall reimburse Buyer for all such amounts paid by Buyer, provided that all such reimbursed amounts in combination with all other Seller costs and expenses associated with Compliance Actions shall not exceed
in the aggregate over the Contract Term; and (iii) such reimbursed amounts shall be considered costs and expenses associated with Compliance Actions and shall count towards the current annual and aggregate Compliance Expenditure Cap; for the avoidance of doubt, in no case shall Seller be required to bear any costs in connection with Compliance Actions (including those associated with a reimbursement by Seller of Buyer payments hereunder) in any Contract Year or in the aggregate in excess of the respective Compliance Expenditure Cap. If Buyer does not respond to a Notice given by Seller under this Section 3.12 within sixty (60) days after Buyer’s receipt of same, Buyer shall be deemed to have waived its rights to require Seller to take the Compliance Actions that are the subject of the Notice, and Seller shall have no further obligations to take, and no liability for a failure to take, such Compliance Actions for the remainder of the Term.

If Buyer agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by Buyer and Buyer shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Buyer receives an invoice and documentation of such costs from Seller. If Buyer agrees to reimburse Seller for the Accepted Compliance Costs in an amount that is less than all of the costs that exceed the Compliance Expenditure Cap, Seller shall only be obligated to take the Compliance Actions covered by the Accepted Compliance Costs.

The term “commercially reasonable efforts” as used in Section 3.10 means efforts consistent with and subject to this Section 3.12.

ARTICLE 4

OBLIGATIONS AND DELIVERIES

4.1 Delivery.
(a) Energy. Subject to the terms and conditions of this Agreement, Seller shall make available and Buyer shall accept all Delivered Energy on an as-generated, instantaneous basis. Seller shall effectuate the delivery of Delivered Energy, and shall be responsible for securing such arrangements with CAISO, the PTO and any other Transmission Provider as are necessary in connection therewith.
(b) Green Attributes. Seller hereby provides and conveys all Green Attributes associated with the Delivered Energy as part of the Product being delivered. Seller represents and warrants that Seller holds the rights to all Green Attributes from the Facility, and Seller agrees to convey and hereby conveys all such Green Attributes to Buyer as included in the delivery of the Product from the Facility.

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CAISO revenues (including credits, Imbalance Energy payments, and other payments), including costs and revenues associated with CAISO dispatches, bid cost recovery, Inter-SC Trade credits, or other credits in respect of the Product Scheduled or delivered from the Facility. (d) Master File and Resource Data Template. Seller shall provide the data to the CAISO (and to Buyer) that is required for the CAISO’s Master File and Resource Data Template (or successor data systems) for this Facility consistent with this Agreement. Neither Party shall change such data without the other Party’s prior written consent. At least once per Contract Year, Seller shall review and confirm that the data provided for the CAISO’s Master File and Resource Data Template (or successor data systems) for this Facility remains consistent with the actual operating characteristics of the Facility and update such data as appropriate.

4.4 Forecasting. Seller shall provide the forecasts described below at its sole expense and in a format reasonably acceptable to Buyer (or Buyer’s designee). Seller shall use reasonable efforts to provide forecasts that are consistent with the information actually known by Seller at the time the forecasts are submitted and, to the extent not inconsistent with the requirements of this Agreement, shall prepare such forecasts, or cause such forecasts to be prepared, in accordance with Prudent Operating Practice.
(a) Annual Forecast of Available Capacity. No less than forty-five (45) days before (i) the first day of the first Contract Year of the Delivery Term and (ii) the first day of every subsequent Contract Year during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of each month’s Available Capacity, by hour, and Seller’s projection of scheduled maintenance for the following calendar year in a form reasonably requested by Buyer. (b) Annual Forecast of Energy. No less than forty-five (45) days before (i) the first day of the first Contract Year of the Delivery Term and (ii) the first day of every subsequent Contract Year during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of Buyer’s Share of each month’s average-day Energy expected to be produced by the Facility and delivered to the Delivery Point, net of all Electrical Losses, by hour, for the following calendar year in a form substantially similar to the table found in Exhibit D, or as reasonably requested by Buyer.
(c) Monthly Forecast of Energy and Available Capacity. No less than thirty (30) days before the beginning of Commercial Operation, and thereafter no less than ten (10) Business Days before the beginning of each calendar month during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of Buyer’s Share of the hourly Energy expected to be produced by the Facility and delivered to the Delivery Point, net of all Electrical Losses, and Available Capacity for each day of the following month in a form reasonably requested by Buyer. (d) Daily Forecast of Available Capacity. By 5:30 AM Pacific Prevailing Time on the Business Day immediately preceding the date of delivery, Seller shall provide Buyer with (i) a non-binding forecast of its best estimate of Available Capacity and (ii) the Day-Ahead Forecast, in each case, for each hour of the immediately succeeding day. (e) Real-Time Forecasts. During the Delivery Term, Seller shall notify Buyer of any changes to the Day-Ahead Forecast resulting from changes of fifteen (15) MW or more in

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obligations pursuant to Section 3.10(c) and Section 4.2(b) by fulfilling its obligations under Sections 4.8(a) through (f) below.
(a) Seller shall complete registration of the Facility with WREGIS and establish an account with WREGIS (“Seller’s WREGIS Account”) in sufficient time to allow uninterrupted issuance and transfer of WREGIS Certificates for all Facility Energy generated as of the Commercial Operation Date and Seller shall maintain such account in good standing until the end of the Delivery Term. If registration cannot reasonably be completed prior to the Commercial Operation Date, Seller shall complete such registration as soon as reasonably practicable thereafter and shall take all commercially reasonable interim steps to avoid any delay or gap in Buyer’s receipt of WREGIS-eligible RECs. Seller shall transfer the WREGIS Certificates using Recurring Certificate Transfers from Seller’s WREGIS Account to the WREGIS account(s) of Buyer or the account(s) of a designee that Buyer identifies by Notice to Seller (“Buyer’s WREGIS Account”). Seller shall be responsible for all expenses associated with registering the Facility with WREGIS, establishing and maintaining Seller’s WREGIS Account, paying WREGIS Certificate issuance and transfer fees, and transferring WREGIS Certificates from Seller’s WREGIS Account to Buyer’s WREGIS Account.
(b) Seller shall cause Recurring Certificate Transfers to occur on a monthly basis in accordance with the certification procedure established by the WREGIS Operating Rules.

Since WREGIS Certificates will only be created for whole MWh amounts of Energy generated, any fractional MWh amounts (i.e., kWh) will be carried forward until sufficient generation is accumulated for the creation of a WREGIS Certificate. If required by the CAISO Tariff, WREGIS, the CPUC or otherwise under applicable Law, WREGIS Certificates must be matched with E-Tags associated with the Delivered Energy and WREGIS Certificates without matching E-Tags associated with Delivered Energy will be rejected.
(c) Seller shall, at its sole expense, ensure that the WREGIS Certificates for a given calendar month correspond with the Delivered Energy for such calendar month as evidenced by the Facility’s metered data.
(d) Due to the approximately fourteen (14) day delay in the creation of WREGIS Certificates relative to the timing of invoice payment under Section 8.2, Buyer shall make an invoice payment for a given month in accordance with Section 8.2 notwithstanding that the WREGIS Certificates may not have been formally transferred to Buyer in accordance with the WREGIS Operating Rules and this Section 4.8. Notwithstanding this delay, Buyer shall have all right and title to all such WREGIS Certificates upon payment to Seller in accordance with Section

8.2. (e) A “WREGIS Certificate Deficit” means any deficit or shortfall in WREGIS Certificates delivered to Buyer for a calendar month as compared to the Delivered Energy for the same calendar month (“Deficient Month”) caused by an error or omission of Seller.

If any WREGIS Certificate Deficit is caused, or the result of any action or inaction by Seller, then the amount of Delivered Energy in the Deficient Month shall be reduced by the amount of the WREGIS Certificate Deficit for purposes of calculating Buyer’s payment to Seller under Article 8 and the Guaranteed Energy Production for the applicable Performance Measurement Period; provided, however, that such reduction of the amount of Delivered Energy in the Deficient Month

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shall not apply to the extent that Seller either (x) resolves the WREGIS Certificate Deficit or (y) provides Replacement Green Attributes from the Facility at no cost to Buyer, in each case within one hundred twenty (120) days after the Deficient Month. Without limiting Seller’s obligations under this Section 4.8, if a deficit or shortfall in WREGIS Certificates delivered to Buyer for a calendar month as compared to the Delivered Energy for the same calendar month is caused solely by an error or omission of WREGIS, then the Parties shall cooperate in good faith to cause WREGIS to correct its error or omission.
(f) If WREGIS changes the WREGIS Operating Rules after the Effective Date or applies the WREGIS Operating Rules in a manner inconsistent with this Section 4.8 after the Effective Date, the Parties promptly shall modify this Section 4.8 as reasonably required to cause and enable Seller to transfer to Buyer’s WREGIS Account a quantity of WREGIS Certificates for each given calendar month that corresponds to the Delivered Energy in the same calendar month.

ARTICLE 5
TAXES

5.1 Allocation of Taxes and Charges. Seller shall pay or cause to be paid all Taxes on or with respect to the Facility or on or with respect to the sale and delivery of Product to Buyer, that are imposed on Product prior to the Delivery Point. Buyer shall pay or cause to be paid all Taxes on or with respect to the delivery to and purchase by Buyer of the Product that are imposed on Product at and from the Delivery Point (other than withholding or other Taxes imposed on Seller’s income, revenue, receipts or employees). If a Party is required to remit or pay Taxes that are the other Party’s responsibility hereunder, such Party shall promptly pay the Taxes due and then seek and receive reimbursement from the other for such Taxes. In the event any sale of Product hereunder is exempt from or not subject to any particular Tax, the exempted Party shall have provided to the other Party all necessary documentation within thirty (30) days after the Effective Date evidencing such exemption or exclusion. If the exempted Party does not provide such documentation, then such Party shall indemnify, defend, and hold harmless the other Party from any liability with respect to Taxes from which the exempted Party claims it is exempt.

5.2 Cooperation. Each Party shall use reasonable efforts to implement the provisions of and administer this Agreement in accordance with the intent of the Parties to minimize all Taxes, so long as no Party is materially adversely affected by such efforts. The Parties shall cooperate to minimize Tax exposure; provided, however, that neither Party shall be obligated to incur any financial or operational burden to reduce Taxes for which the other Party is responsible hereunder without receiving due compensation therefor from the other Party. All Energy delivered by Seller to Buyer hereunder shall be a sale made at wholesale, with Buyer reselling such Energy.

ARTICLE 6

MAINTENANCE OF THE FACILITY

6.1 Maintenance of the Facility. Seller shall comply with Law and Prudent Operating Practice relating to the operation and maintenance of the Facility and the generation and sale of Product. On or before December 1st each year, Seller shall provide Buyer with the scheduled maintenance for the Facility for the next calendar year; provided, Seller shall provide Buyer with any updates to such schedule during each year consistent with Law and Prudent Operating Practice

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as soon as practicable; provided further, (a) during each period from during the Delivery Term, Seller shall not schedule any non-emergency maintenance of the Facility which reduces the energy generation capability of the Facility by more than and (b) during each period from during the Delivery Term, Seller shall not schedule any non-emergency maintenance of the Facility which reduces the energy generation capability of the Facility by more than in each case unless (i) such outage is required to avoid an emergency or damage to the Facility or its Interconnection Facilities, (ii) such maintenance is necessary to maintain equipment warranties or is otherwise in accordance with equipment manufacturer recommendations and cannot reasonably be scheduled outside such period, (iii) such outage is in connection with a Force Majeure Event, (iv) such outage is required by applicable Law, the requirements of CAISO, a Transmission Provider and/or any other applicable Governmental Authority, or Prudent Operating Practices, (v) such outage is required for safety reasons, or (vi) the Parties agree otherwise in writing.

6.2 Maintenance of Health and Safety. Seller shall take reasonable safety precautions with respect to the operation, maintenance, repair and replacement of the Facility. If Seller becomes aware of any circumstances relating to the Facility that create an imminent risk of damage or injury to any Person or any Person’s property, Seller shall take prompt, reasonable action to prevent such damage or injury and shall give Buyer’s emergency contact identified on Exhibit K Notice of such condition. Such action may include disconnecting and removing all or a portion of the Facility, or suspending the supply of Energy to Buyer.

6.3 Shared Facilities. The Parties acknowledge and agree that certain of the Interconnection Facilities, Seller’s rights and obligations under the Interconnection Agreement and Seller’s rights and obligations under transmission service agreements with a Transmission Provider, may be subject to certain shared facilities and/or co-tenancy agreements (“Shared Facilities Agreements”) to be entered into among two or more of Seller, the Participating Transmission Owner, Seller’s Affiliates, and/or third parties pursuant to which certain Interconnection Facilities, interconnection service and/or transmission service may be subject to joint ownership and/or shared maintenance and operation arrangements.

ARTICLE 7

METERING

7.1 Metering. Seller shall measure the amount of Delivered Energy produced by the Facility using an Approved Meter. The Approved Meter shall be installed at the switching station adjacent to the SunZia East Converter Station and maintained at Seller’s cost. If the Approved Meter is inaccurate, Seller will cause such meter to be promptly corrected in accordance with Prudent Operating Practice and CAISO requirements, as applicable. Seller will be responsible for any costs, fines or penalties, including imbalance charges as a result of the inaccurate meter. The meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event that Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all Approved Meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO the meter data applicable to the Facility and all inspection, testing and calibration data and reports. Seller, or Seller’s Scheduling Coordinator, shall cooperate with Buyer to allow both Parties to retrieve

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the meter reads from the CAISO Market Results Interface – Settlements (MRIS-S) (or its successor) or directly from the Approved Meter at the Facility.

7.2 Meter Verification. Annually, if Seller has reason to believe there may be a meter malfunction, or upon Buyer’s reasonable request, Seller shall test the meter. The tests shall be conducted by independent third parties qualified to conduct such tests. Buyer shall be notified seven (7) days in advance of such tests and have a right to be present during such tests. If a meter is inaccurate it shall be promptly repaired or replaced. If a meter is inaccurate by more than one percent (1%) and it is not known when the meter inaccuracy commenced (if such evidence exists such date will be used to adjust prior invoices), then the invoices covering the period of time since the last meter test shall be adjusted for the amount of the inaccuracy on the assumption that the inaccuracy persisted during the second half of such period.

ARTICLE 8
INVOICING AND PAYMENT; CREDIT

8.1 Invoicing. Seller shall make good faith efforts to deliver an invoice to Buyer fifteen (15) Business Days after the end of the prior monthly delivery period. Each invoice shall provide Buyer (a) records of metered data, including metering and CAISO transaction data sufficient to document and verify the amount of Delivered Energy for each Settlement Period during the preceding month, the applicable Contract Price, the LMPs in the Day-Ahead Market and Real-Time Market at the Delivery Point for each Settlement Period and Settlement Interval, respectively, and information supporting the amount of Deemed Delivered Energy and Adjusted Energy Production, including with respect to the Deemed Delivered Energy, backup documentation supporting the Third-Party Forecast Vendor’s methodology, including, as applicable, the potential generation of the Facility as a function of Available Capacity, ramp rates, actual meteorological conditions on Site, including wind speed and direction, and wind turbine power curves and other pertinent data for the period of time, consistent with Prudent Operating Practice, for the applicable Market Curtailment Periods; (b) a reconciliation of hourly meter data, E-Tag data and associated calculations, including the lesser of each by hour, plus any additional data as may be reasonably required by Buyer for compliance with CPUC reporting obligations, including pursuant to the CPUC’s Energy Division Portfolio Content Category Classification Review Handbook (or successor publication); (c) a statement of the quantity of WREGIS Certificates transferred during the prior month that have been matched with E-Tags associated with Delivered Energy, to the extent such matching is required by the CAISO Tariff, WREGIS, the CPUC, or otherwise under applicable Law; (d) access to any records, including invoices or settlement data from the CAISO, necessary to verify the accuracy of any amount; and (e) be in a reasonable format covering the services provided in the preceding month determined in accordance with the applicable provisions of this Agreement.

8.2 Payment. Buyer shall make payment to Seller by wire transfer or ACH payment to the bank account designated by Seller in Exhibit K, which may be updated by Seller by Notice hereunder; provided, however, that changes to the invoices, payment, and wire transfer information set forth in Exhibit K must be made in writing and delivered via certified mail or a secured online method mutually agreed upon by both Parties, and shall include contact information for an authorized person who is available by telephone to verify the authenticity of such requested changes. Buyer shall pay undisputed invoice amounts within thirty (30) days after receipt of the

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invoice. If such due date falls on a weekend or legal holiday, such due date shall be the next Business Day. Payments made after the due date will be considered late and will bear interest on the unpaid balance. If the amount due is not paid on or before the due date or if any other payment that is due and owing from one Party to another is not paid on or before its applicable due date, a late payment charge shall be applied to the unpaid balance and shall be added to the next billing statement. Such late payment charge shall be calculated based on the prime rate published on the date of the invoice in The Wall Street Journal, or, if The Wall Street Journal is not published on that day, the next succeeding date of publication, plus two percent (2%) (the “Interest Rate”). If the due date occurs on a day that is not a Business Day, the late payment charge shall begin to accrue on the next succeeding Business Day.

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

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

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

8.5 Billing Disputes. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within ten (10) Business Days of such resolution along with interest accrued at the Interest Rate from and including the original due date to but excluding the date paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived if the other Party is not notified in accordance with this Section 8.5 within twelve (12) months after the invoice is rendered or subsequently adjusted, except to the extent any misinformation was from a third party not affiliated with any Party and such third party corrects its information after the twelve-month period. If an invoice is not rendered within twelve (12) months after the close of the month during which performance occurred, the right to payment for such performance is waived.

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

8.7 Seller’s Development Security. To secure its obligations under this Agreement, Seller shall deliver the Development Security to Buyer within forty-five (45) days after the Effective Date. Seller shall maintain the Development Security in full force and effect. Upon the earlier of (A) Seller’s delivery of the Performance Security, or (B) sixty (60) days after termination of this Agreement, Buyer shall return the Development Security to Seller, less the amounts drawn in accordance with this Agreement. If and to the extent that any portion of the Development Security is a Letter of Credit and the issuer of such Letter of Credit (i) fails to maintain the required Credit Rating, (ii) indicates its intent not to renew such Letter of Credit and such Letter of Credit expires prior to the Commercial Operation Date, (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, or (iv) becomes Bankrupt, Seller shall have ten (10) Business Days to post substitute collateral that meets the requirements set forth in the definition of Development Security. Seller shall have no obligation to replenish the Development Security following any draws thereon by Buyer. Seller’s maximum liability for an Event of Default or failure to perform its obligations hereunder prior to the Commercial Operation Date shall be capped at the amount of the Development Security, less any amounts collected by Buyer prior to such Event of Default or failure to perform.

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

Seller shall maintain the Performance Security in full force and effect until the following have occurred: (A) the Delivery Term has expired or terminated early; and (B) all payment obligations of the Seller arising under this Agreement, including compensation for penalties, Termination Payment, indemnification payments or other damages are paid in full (whether directly or indirectly such as through set-off or netting). Following the occurrence of both events, Buyer shall promptly return to Seller the unused portion of the Performance Security. Within ten (10) Business Days following any draw by Buyer on the Performance Security, Seller shall replenish the amount drawn such that Performance Security is restored to the amount on Cover Sheet. If and to the extent that any portion of the Performance Security is a Letter of Credit and the issuer of such Letter of Credit (i) fails to maintain the Credit Rating, (ii) indicates its intent not to renew such Letter of Credit and such Letter of Credit expires prior to the end of the Delivery Term, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, or (iii) becomes Bankrupt, Seller shall have ten (10) Business Days to post substitute collateral that meets the requirements set forth in the definition of Performance Security. If and to the extent that any portion of the Performance Security is a Guaranty, Seller shall (i) provide prompt Notice to Buyer if Guarantor becomes Bankrupt or otherwise fails to meet the criteria for an acceptable Guarantor as set forth in clauses (c) and (d) of the definition of Guarantor, but not later than ten (10) Business Days after Seller becomes aware of such development and (ii) post substitute collateral that meets the requirements set forth in the definition of Performance Security within ten (10) Business Days.

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

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

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

Upon or any time after the occurrence of an Event of Default caused by Seller, an Early Termination Date resulting from an Event of Default caused by Seller, or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Development Security or Performance Security, Buyer may do any one or more of the following (in each case subject to the final sentence of Section 11.2 and the provisions of Article 12):
(a) Exercise any of its rights and remedies with respect to the Development Security or Performance Security, as applicable, including any such rights and remedies under Law then in effect;
(b) Draw on any outstanding Letter of Credit issued for its benefit and retain any cash held by Buyer as Development Security or Performance Security, as applicable; and (c) Liquidate all Development Security or Performance Security, as applicable then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller.

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

ARTICLE 9

NOTICES

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

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

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

ARTICLE 10

FORCE MAJEURE

10.1 Definition.
(a) “Force Majeure Event” means any act or event occurring after the Effective Date (or if occurring on or before the Effective Date, expanding, deteriorating or otherwise materially changing after the Effective Date) that delays or prevents a Party from timely performing all or a portion of its obligations under this Agreement or from complying with all or a portion of the conditions under this Agreement if such act or event, despite the exercise of reasonable efforts, cannot be avoided by and is beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance, or noncompliance.
(b) Without limiting the generality of the foregoing, so long as the following events, despite the exercise of reasonable efforts, cannot be avoided by, and are beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance or noncompliance, a Force Majeure Event may include an act of God or the elements, such as flooding, lightning, hurricanes,

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tornadoes, or ice storms; explosion; fire; volcanic eruption; flood; epidemic, or pandemic, including COVID-19 (but only to the extent that new governmental rules or mandates related to COVID-19 are implemented that were not in place as of the Effective Date); landslide; mudslide; sabotage; terrorism; earthquake; or other cataclysmic events; an act of public enemy; acts or failure to act by a Governmental Authority; war; blockade; civil insurrection; riot; civil disturbance; serial defect; or strikes or other labor difficulties caused or suffered by a Party or any third party except as set forth below.
(c) Notwithstanding the foregoing, the term “Force Majeure Event” does not include (i) economic conditions that render a Party’s performance of this Agreement at the Contract Price unprofitable or otherwise uneconomic (including Buyer’s ability to buy Energy at a lower price, or Seller’s ability to sell Energy generated by the Facility at a higher price, than the Contract Price); (ii) Seller’s inability to obtain permits or approvals of any type for the construction, operation, or maintenance of the Facility, except to the extent such inability is caused by a Force Majeure Event; (iii) the inability of a Party to make payments when due under this Agreement, unless the cause of such inability is an event that would otherwise constitute a Force Majeure Event as described above that disables physical or electronic facilities necessary to transfer funds to the payee Party; (iv) a Curtailment Order, except to the extent that a Curtailment Order is caused by an event that otherwise qualifies as a Force Majeure Event; (v) Seller’s inability to obtain sufficient labor, equipment, materials, or other resources to build or operate the Facility except to the extent such inability is caused by a Force Majeure Event; (vi) a strike, work stoppage or labor dispute limited only to any one or more of Seller, Seller’s Affiliates, Seller’s contractors, their subcontractors thereof or any other third party employed by Seller to work on the Facility; (vii) any equipment failure except if such equipment failure is caused by a Force Majeure Event; or (viii) except as the Guaranteed Commercial Operation Date may be extended as a result of a Development Cure Period, Seller’s inability to achieve Commercial Operation following the Guaranteed Commercial Operation Date.

10.2 No Liability If a Force Majeure Event Occurs. Neither Seller nor Buyer shall be liable to the other Party in the event it is prevented from performing its obligations hereunder in whole or in part due to a Force Majeure Event. The Party rendered unable to fulfill any obligation by reason of a Force Majeure Event shall take reasonable actions necessary to remove such inability with due speed and diligence. Nothing herein shall be construed as permitting that Party to continue to fail to perform after said cause has been removed. The obligation to use due speed and diligence shall not be interpreted to require resolution of labor disputes by acceding to demands of the opposition when such course is inadvisable in the discretion of the Party having such difficulty. Neither Party shall be considered in breach or default of this Agreement if and to the extent that any failure or delay in the Party’s performance of one or more of its obligations hereunder is caused by a Force Majeure Event. Notwithstanding the foregoing, the occurrence and continuation of a Force Majeure Event shall not (a) suspend or excuse the obligation of a Party to make any payments due hereunder, (b) suspend or excuse the obligation of Seller to achieve the Guaranteed Commercial Operation Date beyond the extensions provided in Exhibit B, (c) limit Buyer’s right to declare an Event of Default pursuant to Section 11.1(b)(i) or Section 11.1(b)(ii) and receive a Damage Payment upon exercise of Buyer’s default rights pursuant to Section 11.2.

10.3 Notice. In the event of any delay or nonperformance resulting from a Force Majeure Event, the Party suffering the Force Majeure Event shall (a) as soon as practicable, notify

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

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

ARTICLE 11
DEFAULTS; REMEDIES; TERMINATION

11.1 Events of Default. An “Event of Default” shall mean, (a) with respect to a Party (the “Defaulting Party”) that is subject to the Event of Default the occurrence of any of the following:
(i) the failure by such Party to make, when due, any payment required pursuant to this Agreement and such failure is not remedied within five (5) Business Days after Notice thereof;
(ii) any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated, and such representation or warranty is not corrected within thirty (30) days after Notice thereof; provided, that this thirty (30) day period shall be extended by up to an additional sixty (60) days if (a) the breach cannot reasonably be cured within the thirty (30) day period despite diligent efforts, (b) the default is capable of being cured within the additional sixty (60) day period, and (c) the Defaulting Party commences the cure within the original thirty (30) day period and is at all times thereafter diligently and continuously proceeding to cure the breach; (iii) the failure by such Party to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default) and such failure is not remedied within thirty (30) days after Notice thereof; provided, that this thirty (30) day period shall be extended by an additional sixty (60) days if (a) the breach cannot

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11.2 Remedies; Declaration of Early Termination Date. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (“Non-Defaulting Party”) shall have the following rights:
(a) to send Notice, designating a day, no earlier than the day such Notice is deemed to be received and no later than twenty (20) days after such Notice is deemed to be received, as an early termination date of this Agreement (“Early Termination Date”) that terminates this Agreement (the “Terminated Transaction”) and ends the Contract Term effective as of the Early Termination Date;
(b) to accelerate all amounts owing between the Parties, and to collect as liquidated damages (i) the Damage Payment (in the case of an Event of Default by Seller occurring before the Commercial Operation Date) or (ii) the Termination Payment calculated in accordance with Section 11.3 below (in the case of any other Event of Default by Seller after the Commercial Operation Date or by Buyer throughout the Contract Term); (c) to withhold any payments due to the Defaulting Party under this Agreement; (d) to suspend performance; and
(e) to exercise any other right or remedy available at Law or in equity, including specific performance or injunctive relief, except to the extent such remedies are expressly limited under this Agreement;
provided, that payment by the Defaulting Party of the Damage Payment or Termination Payment, as applicable, shall constitute liquidated damages and the Non-Defaulting Party’s sole and exclusive remedy for the Terminated Transaction and the Event of Default related thereto.

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

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Payment or Termination Payment described in Section 11.2 or this Section 11.3 (as applicable) is the exclusive remedy of the Non-Defaulting Party in connection with the Terminated Transaction but shall not otherwise act to limit any of the Non-Defaulting Party’s rights or remedies if the Non-Defaulting Party does not elect a Terminated Transaction as its remedy for an Event of Default by the Defaulting Party.

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

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

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

11.7 Mitigation. Any Non-Defaulting Party shall use commercially reasonable efforts to mitigate its Costs, Losses and damages resulting from any Event of Default of the other Party under this Agreement.

ARTICLE 12

LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES

12.1 No Consequential Damages. EXCEPT TO THE EXTENT PART OF AN

EXPRESS REMEDY OR MEASURE OF DAMAGES HEREIN, NEITHER PARTY SHALL BE

LIABLE TO THE OTHER OR ITS INDEMNIFIED PERSONS FOR ANY SPECIAL,

PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOSSES OR

DAMAGES FOR LOST REVENUE OR LOST PROFITS, WHETHER FORESEEABLE OR

NOT, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE.

12.2 Waiver and Exclusion of Other Damages. THE PARTIES CONFIRM THAT

THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. ALL LIMITATIONS OF

LIABILITY CONTAINED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE PERTAINING TO THE PARTIES’ LIMITATION OF LIABILITY AND THE PARTIES’ WAIVER OF CONSEQUENTIAL DAMAGES, SHALL APPLY EVEN IF THE

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REMEDIES FOR BREACH OF WARRANTY PROVIDED IN THIS AGREEMENT ARE DEEMED TO “FAIL OF THEIR ESSENTIAL PURPOSE” OR ARE OTHERWISE HELD TO BE INVALID OR UNENFORCEABLE.

NOTWITHSTANDING ANYTHING ELSE HEREIN TO THE CONTRARY, PRIOR TO THE COMMERCIAL OPERATION DATE, SELLER’S AGGREGATE LIABILITY ARISING

UNDER THIS AGREEMENT FOR ANY AND ALL REASONS OTHER THAN ARISING DUE

TO FRAUD, WILLFUL MISREPRESENTATION, OR WILLFUL MISCONDUCT SHALL

NOT EXCEED THE SUM OF (A) THE AMOUNT OWING AND PAID BY SELLER IN

RESPECT OF DELAY DAMAGES, IF ANY, AND (B) THE AMOUNT OF THE DAMAGE PAYMENT OWED BY SELLER, IF ANY.

FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS AND EXCLUSIVE

REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR

MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED.

IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES ONLY. THE VALUE OF ANY TAX BENEFITS, DETERMINED ON AN AFTER-TAX BASIS, LOST DUE TO BUYER’S DEFAULT (WHICH SELLER HAS NOT BEEN ABLE TO

MITIGATE AFTER USE OF REASONABLE EFFORTS) AND AMOUNTS DUE IN

CONNECTION WITH THE RECAPTURE OF ANY RENEWABLE ENERGY INCENTIVES, IF ANY, SHALL BE DEEMED TO BE DIRECT DAMAGES.

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

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

DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT OTHERWISE

OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT, AND THAT THE

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

LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES

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

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

THE PARTIES ACKNOWLEDGE AND AGREE THAT MONEY DAMAGES AND

THE EXPRESS REMEDIES PROVIDED FOR HEREIN ARE AN ADEQUATE REMEDY FOR

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

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

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ARTICLE 13
REPRESENTATIONS AND WARRANTIES; AUTHORITY

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

13.2 Buyer’s Representations and Warranties. As of the Effective Date, Buyer represents and warrants as follows:
(a) Buyer is a joint powers authority and a validly existing community choice aggregator, duly organized, validly existing and in good standing under the laws of the State of California and the rules, regulations and orders of, and is qualified to conduct business in each jurisdiction of the Joint Powers Agreement members. All persons making up the governing body of Buyer are the elected or appointed incumbents in their positions and hold their positions in good standing in accordance with the Joint Powers Agreement and other Law. (b) Buyer has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Buyer’s performance under this Agreement. The execution, delivery and performance of this Agreement by Buyer has been duly

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authorized by all necessary action on the part of Buyer and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Buyer or any other party to any other agreement with Buyer.
(c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Buyer with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Buyer, including but not limited to community choice aggregation, the Joint Powers Act, competitive bidding, public notice, open meetings, election, referendum, or prior appropriation requirements, the documents of formation of Buyer or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Buyer is a party or by which any of its property is bound.
(d) This Agreement has been duly executed and delivered by Buyer. This Agreement is a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as limited by Laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. (e) Buyer warrants and covenants that with respect to its contractual obligations under this Agreement, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (1) suit, (2) jurisdiction of court, (3) relief by way of injunction, order for specific performance or recovery of property, (4) attachment of assets, or (5) execution or enforcement of any judgment.

13.3 General Covenants.
(a) Each Party covenants that commencing on the Effective Date and continuing throughout the Contract Term:
(i) It shall continue to be duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and to be qualified to conduct business in each jurisdiction where the failure to so qualify would have a material adverse effect on its business or financial condition;
(ii) It shall maintain (or obtain from time to time as required) all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; and
(iii) It shall perform its obligations under this Agreement in compliance with all terms and conditions in its governing documents and any contracts to which it is a party and in material compliance with any Law.
(b) Seller covenants that:
(i) Seller shall maintain Site Control throughout the Delivery Term.

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(ii) Seller shall obtain any and all permits and approvals, including without limitation, required environmental clearance under applicable environmental Law, from the local jurisdiction where the Facility is or will be constructed, as applicable. Seller agrees and acknowledges that Buyer is simply purchasing energy services under the PPA and does not intend to be the lead agency for the Facility.
(iii) Seller shall not knowingly utilize equipment or resources built with forced labor in connection with the construction, operation or maintenance of the Facility, including equipment or resources sourced from the Xinjiang region of China pursuant to the business advisory jointly issued by the U.S. Departments of State, Treasury, Commerce and Homeland Security on July 1, 2020 (as such guidance may be updated or modified by Governmental Authorities from time to time).
(iv) Commencing upon the production of Delivered Energy by the Facility and throughout the Delivery Term, Seller shall ensure that the Facility will have an interconnection agreement providing for interconnection capacity available or allocable to the Facility that is no less than the Guaranteed Capacity. Seller shall hold Buyer harmless from any penalties, imbalance energy charges, or other costs from CAISO or under the PPA resulting from Seller’s inability to provide, or any third party use of, such interconnection capacity.

13.4 Prevailing Wage. Seller shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, including, without limitation employment discrimination laws and prevailing wage laws. Nothing herein shall require Seller, its contractors and subcontractors to comply with, or assume liability created by other inapplicable provisions of any Laws.

ARTICLE 14

ASSIGNMENT

14.1 General Prohibition on Assignments. Except as provided below, neither Party may voluntarily assign this Agreement or its rights or obligations under this Agreement, without the written consent of the other Party, which consent shall not be unreasonably withheld. Any direct or indirect Change of Control of a Party (whether voluntary or by operation of Law) will be deemed an assignment and will require the prior written consent of the other Party, except as provided in Section 14.3. Any assignment made without required written consent, or in violation of the conditions to assignment set out below, shall be null and void. The assigning Party shall be responsible for the other Party’s costs associated with the preparation, review, execution and delivery of documents in connection with any assignment of this Agreement, including without limitation reasonable attorneys’ fees.

14.2 Collateral Assignment. Subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and Lender to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”) in a form mutually agreeable to Buyer, Seller and the applicable Lenders, and must include, among others, the following provisions; provided that Buyer

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shall not be required to consent to any additional terms or conditions that materially and adversely affect any of Buyer’s rights, benefits, risks or obligations under this Agreement:
(a) Buyer shall give Notice to the person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its right to terminate this Agreement Event of Default;
(b) Lender will have the right to cure an Event of Default on behalf of Seller; (c) Lender will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; (d) If Lender elects to sell or transfer the Facility (after Lender, directly or indirectly, takes possession of or title to the Facility), or sale of the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then such sale or transfer may be made only to an entity that meets the definition of Permitted Transferee; and
(e) Subject to Lender’s cure of any Events of Defaults under the Agreement in accordance with the Collateral Assignment Agreement, if this Agreement is rejected in Seller’s Bankruptcy or otherwise terminated in connection therewith Lender shall have the right to elect within forty-five (45) days after such rejection or termination, to cause Buyer to enter into a replacement agreement with Seller having the same terms as this Agreement for the remaining term thereof.

14.3 Permitted Assignment. Notwithstanding Section 14.1, and in addition to its rights set forth in Section 14.2, Seller may at any time, without the prior written consent of Buyer, transfer or assign this Agreement (including by a Change of Control) (i) to an Affiliate of Seller, (ii) in connection with a tax equity financing (regardless of whether a Change of Control results from such tax equity financing), (iii) in connection with any other direct or indirect Change of Control to any Person succeeding to all or substantially all of the assets of Seller (whether voluntary or by operation of Law), or (iv) as part of the sale or transfer of all or substantially all of the membership interests, equity, or assets of an Affiliate of Seller; provided, with respect to clauses (iii) and (iv), such assignment or transfer shall not be effective unless (x) the assignee is a Permitted Transferee, and (y) Seller has given Buyer Notice at least fifteen (15) Business Days prior to the date of such proposed assignment or transfer, and certifies that the assignee meets the definition of a Permitted Transferee.

14.4 Limited Assignment by Buyer. Buyer shall have the right to make a limited assignment in connection with a municipal prepayment transaction to an entity (“Limited Assignee”) that has, or provides a parent guaranty in form and substance reasonably acceptable to Seller from an entity with, an Investment Grade Credit Rating, of Buyer’s right to receive Product and Buyer’s obligation to make payments to the Seller. Such limited assignment shall be expressly subject to the Limited Assignee’s timely payment of amounts due under this PPA (excluding any applicable cure periods). Buyer shall pay Seller for any payments not timely made by the Limited Assignee (excluding any applicable cure periods), and Buyer shall remain obligated to perform all of its obligations under this PPA notwithstanding such limited assignment. Any failure by the

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Limited Assignee to make payments to Seller when due hereunder shall be a Buyer Event of Default if not cured within the applicable cure period specified herein. Subject to the foregoing, Buyer may make such assignment upon not less than thirty (30) days’ advance written Notice by delivering to Seller a written request for Seller’s consent to such assignment, which request must include a proposed form of agreement substantially in the form attached hereto as Exhibit N, with such additional edits as may be reasonably requested by Buyer. Provided that Buyer delivers a proposed form of agreement as described in the preceding sentence, subject to any reasonably requested edits of Seller (and any Seller financing parties), Seller agrees to (a) comply with Limited Assignee’s reasonable requests for know-your-customer and similar account opening information and documentation with respect to Seller, including but not limited to information related to forecasted generation, credit rating, and compliance with anti-money laundering rules, the Dodd-Frank Act, the Commodity Exchange Act, the Patriot Act and similar rules, regulations, requirements and corresponding policies, and (b) promptly execute such assignment agreement and implement such assignment as contemplated thereby, subject only to the countersignature of Limited Assignee and Buyer. For the avoidance of doubt, Buyer shall remain responsible for all its obligations under this Agreement, including those related to assigned Delivered Energy and RECs, including (i) the obligation to pay for all Product and (ii) any and all damages, costs and expenses of Seller associated with such assignee’s failure to take or pay for any such Product as contemplated by this Agreement. In no event shall any assignment by Buyer to a Limited Assignee purport to limit any rights of Seller under, or cause Seller to incur any additional obligations under, this Agreement.

ARTICLE 15
GOVERNING LAW; DISPUTE RESOLUTION

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

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

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

15.4 Attorneys’ Fees. In any proceeding brought to enforce this Agreement or because of the breach by any Party of any covenant or condition herein contained, the prevailing Party shall

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be entitled to reasonable attorneys’ fees (including reasonably allocated fees of in-house counsel) in addition to court costs and any and all other costs recoverable in said action.

ARTICLE 16

INDEMNIFICATION

16.1 Indemnification.
(a) Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party and its Affiliates, directors, officers, employees, attorneys, representatives and agents (collectively, the “Indemnified Party”) from and against all third-party claims, demands, losses, liabilities, penalties, and expenses and expert witness fees (collectively “Indemnifiable Event”), to the extent such Indemnifiable Event arises out of, results from, or is caused by any of the following: (a) the negligent act or omission, recklessness or willful misconduct of the Indemnifying Party, its Affiliates, its or their directors, officers, employees, agents, subcontractors, and anyone directly or indirectly employed by the Indemnifying Party or any of its subcontractors or anyone that they control; or (b) any violation of applicable Law by the Indemnifying Party, in each case in connection with this Agreement. Upon the Indemnified Party’s written request, the Indemnifying Party, at its own expense, must defend any suit or action that is subject to the Indemnifying Party’s indemnity obligations. The Parties’ indemnification obligations survive the expiration or termination of this Agreement until the relevant statute of limitations.
(b) Nothing in this Section 16.1 shall enlarge or relieve Seller or Buyer of any liability to the other for any breach of this Agreement. Neither Party shall be indemnified for its damages resulting to the extent of its own negligence, intentional acts or willful misconduct. These indemnity provisions shall not be construed to relieve any insurer of its obligation to pay claims consistent with the provisions of a valid insurance policy.

16.2 Claims. Promptly after receipt by a Party of any claim or Notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in this Article 16 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the defense thereof with counsel designated by such Party and reasonably satisfactory to the Indemnified Party, provided, however, that if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement.

Notwithstanding the preceding sentence if the settlement consists solely of a monetary payment by the Indemnifying Party, such settlement shall not require the consent of the Indemnifying Party.

Except as otherwise provided in this Article 16, in the event that a Party is obligated to indemnify

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ARTICLE 18

CONFIDENTIAL INFORMATION

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

18.2 Duty to Maintain Confidentiality. Except as permitted in this Article 18, neither Party shall disclose Confidential Information to a third party, except upon the written consent of the Disclosing Party. Confidential Information will retain its character as Confidential Information but may be disclosed by the recipient (the “Receiving Party”) if and to the extent such disclosure is required (a) to be made by any requirements of Law, (b) pursuant to an order of a court or (c) in order to enforce or implement this Agreement. If the Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, summons, civil investigative demands, or similar processes or otherwise in connection with any litigation or to comply with any applicable Law, order, regulation, ruling, regulatory request, accounting disclosure rule or standard or any exchange, control area or independent system operator rule) to disclose any Confidential Information of the disclosing Party (the “Disclosing Party”), Receiving Party shall provide Disclosing Party with prompt notice so that Disclosing Party, at its sole expense, may seek an appropriate protective order or other appropriate remedy. Each party hereto acknowledges and agrees that information and documentation provided may be subject to the California Records Act (Government Code Section 7920 et seq.).

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

18.4 Permitted Disclosures. Notwithstanding anything to the contrary in this Article 18, Confidential Information may be disclosed by either Party to such Party’s counsel, accountants, auditors, advisors, other professional consultants, credit rating agencies, Affiliates or actual or prospective owners, investors, lenders, directors, underwriters, contractors, suppliers or others

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involved in the construction, operation and financing transactions and arrangements for a Party or its affiliates, or any of its or their agents, consultants or trustees, so long as the Person to whom Confidential Information is disclosed agrees in writing to be bound by the confidentiality provisions of this Article 18 to the same extent as if it were a Party, or is bound by substantially similar confidentiality requirements.

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

ARTICLE 19

MISCELLANEOUS

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

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

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

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

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

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acceptable clauses which correspond as closely as possible to the sense and purpose of the affected provision and this Agreement as a whole.

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

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

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

19.9 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

19.10 No Recourse to Members of Buyer. Buyer 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. Buyer 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 Buyer’s constituent members, or the employees, directors, officers, consultants or advisors or Buyer or its constituent members, in connection with this Agreement.

19.11 Change in Electric Market Design.
(a) If a change in the CAISO Tariff renders this Agreement or any provisions hereof incapable of being performed or administered, then any Party may request that Buyer and Seller enter into negotiations to make the minimum changes to this Agreement necessary to make this Agreement capable of being performed and administered, while attempting to preserve to the maximum extent possible the benefits, burdens, and obligations set forth in this Agreement as of the Effective Date. Upon delivery of such a request, Buyer and Seller shall engage in such negotiations in good faith. If Buyer and Seller are unable, within sixty (60) days after delivery of such request, to agree upon changes to this Agreement or to resolve issues relating to changes to this Agreement, then any Party may submit issues pertaining to changes to this Agreement to the dispute resolution process set forth in Article 15. Notwithstanding the foregoing, (i) a change in

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cost shall not in and of itself be deemed to render this Agreement or any of the provisions hereof incapable of being performed or administered, or constitute, or form the basis of, a Force Majeure Event, and (ii) all of unaffected provisions of this Agreement shall remain in full force and effect during any period of such negotiation or dispute resolution. (b) If the Interconnection Point and/or any of the Transmission Systems utilized to deliver Product to the Delivery Point under this Agreement (i) are integrated into a new or existing regional transmission organization or independent system operator (other than the CAISO Balancing Authority), or (ii) leave a regional transmission organization or independent system operator, and such integration or departure has a material and adverse impact on either Party’s performance under this Agreement, including the costs of either Party to perform, then the affected Party may request that Buyer and Seller enter into negotiations to make the minimum changes to this Agreement necessary to restore the balance of benefits, burdens, and obligations set forth in this Agreement as of the Effective Date. Upon delivery of such a request, Buyer and Seller shall engage in such negotiations in good faith; provided, that neither Party shall be obligated to amend this Agreement if such amendment(s) would materially adversely affect, or could reasonably be expected to have or result in a material adverse effect on, any of such Party’s rights, benefits, risks and/or obligations under this Agreement.
[Signatures on following page]

SMRH:4922-9526-1616.9 -58- OLD: 4922-9526-1616.4
062426 84ET-376539
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.

SunZia Wind South LLC,
a Delaware limited liability company
By:

Name:

Title:

Date:

SunZia Wind South LLC,
a Delaware limited liability company
By:

Name:

Title:

Date:

Central Coast Community Energy,
a California joint powers authority
By:

Name:

Title:

Date:

Approved as to form:

By:

Name:

Title:

Date:

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EXHIBIT A

FACILITY DESCRIPTION
The Facility description provided herein reflects Seller’s expectation for the Facility and the Site as of the Effective Date. Except as otherwise provided in the Agreement, Seller shall not make any alteration or modification to the Facility which results in a change to the Guaranteed Capacity or the anticipated output of the Facility without Buyer’s prior written consent; provided that Seller shall be permitted to repower the Facility after the tenth (10th) Contract Year so long as Seller continues to be obligated to deliver Guaranteed Energy Production during such repower.

Notwithstanding any provision to the contrary, Buyer shall not be subject to payment of the PTC Amount in connection with any such repowering effort. Upon any such repower that changes the Installed Capacity, Seller shall deliver an updated Installed Capacity Certificate in the form of Exhibit G.

Site Name: SunZia Wind South
Site Map:

IMAGE REDACTED

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Site Location: Lincoln and Torrance Counties, New Mexico Technology: Utility Scale Wind Technology
Guaranteed Capacity: 35.10 MWAC
Delivery Point: CAISO scheduling point-intertie combination at PALOVRDE_ASR-APND and PVWEST, or an Alternative Delivery Point as mutually agreed by the Parties Participating Transmission Owner: SunZia Transmission, LLC

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for each MW that the Guaranteed Capacity exceeds the Installed Capacity and the Guaranteed Capacity and other applicable portions of the Agreement shall be adjusted accordingly.

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EXHIBIT C

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

1. Executive summary.

2. Facility description.

3. Site plan of the Facility.

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

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

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

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

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

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

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

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

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

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

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

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

4.7(a).

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EXHIBIT F

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

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

EXECUTED on this ________ day of _____________, 20__.

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

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EXHIBIT G

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

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

EXECUTED on this ________ day of _____________, 20__.

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

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EXHIBIT H

RESERVED

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EXHIBIT I

FORM OF LETTER OF CREDIT
IRREVOCABLE STANDBY LETTER OF CREDIT NO. [●]
DATE: [●]
BENEFICIARY:
[NAME, ADDRESS, CONTACT]
APPLICANT:
[NAME, ADDRESS, CONTACT]
EXPIRATION DATE: [●]
AMOUNT/CURRENCY: [●]
AT THE REQUEST OF AND FOR THE ACCOUNT OF APPLICANT, WE, [BANK, ADDRESS] (“ISSUER”), HEREBY ESTABLISH IN YOUR FAVOR IN RESPECT OF

OBLIGATIONS OF APPLICANT OUR IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER [●] (“LETTER OF CREDIT”) IN FAVOR OF [INSERT 3CE ENTITY NAME] (“BENEFICIARY”), [BENEFICIARY ADDRESS], WHEREBY, SUBJECT TO THE TERMS

AND CONDITIONS CONTAINED HEREIN, BENEFICIARY IS HEREBY AUTHORIZED TO

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

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

AS DEVELOPMENT SECURITY PURSUANT TO THAT CERTAIN RENEWABLE POWER PURCHASE AND SALE AGREEMENT DATED AS OF ___________, 2026 BETWEEN APPLICANT AND BENEFICIARY (THE “AGREEMENT”).

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

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

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

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

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

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

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

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

PARTIAL AND MULTIPLE DRAWINGS ARE PERMITTED UNDER THIS LETTER OF

CREDIT (PROVIDED THAT THE CUMULATIVE AGGREGATE AMOUNT THAT MAY BE

DEMANDED UNDER THIS LETTER OF CREDIT SHALL NOT EXCEED THE FACE

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

FUNDS UNDER THIS LETTER OF CREDIT SHALL BE AVAILABLE TO THE

BENEFICIARY UPON PRESENTATION TO US OF A DATED DRAWING CERTIFICATE IN

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

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

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

ANY PRESENTMENT OF A DRAWING CERTIFICATE BY BENEFICIARY HEREUNDER IN ORDER TO RECEIVE PAYMENT.], UNLESS IT IS THE FULL AND FINAL DRAW THEN

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

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

DRAWINGS PRESENTED TO US BY EMAIL (EACH, AN “EMAIL DRAWING”) MUST COME FROM ONE OF THE EMAIL ADDRESS(ES) [INSERT BENEFICIARY EMAIL(S)] OF

BENEFICIARY AND MUST BE SENT TO EACH OF THE FOLLOWING EMAIL ADDRESSES: [APPLICABLE BANK EMAILS] EACH REQUESTED EMAIL DRAWING MUST BE CONFIRMED BY CALLING US AT TELEPHONE NUMBER 1-XXX-XXX-XXXX, AND NO EMAIL DRAWING SHALL BE COMPLETE UNTIL SO CONFIRMED. IF YOU

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

TO PRESENT THE ORIGINAL OF ANY DRAWING DOCUMENTS AND IF WE RECEIVE

ANY SUCH ORIGINAL DRAWING DOCUMENTS THEY WILL NOT BE EXAMINED BY US. IF A DRAWING IS THE FINAL DRAWING UNDER THIS LETTER OF CREDIT OR A

DRAWING FOR THE FULL AMOUNT THEN AVAILABLE UNDER THIS LETTER OF

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

IN THE EVENT A DRAWING IS COMPLIANT AND HONORED BY [BANK NAME] FUNDS

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

BENEFICIARY BANK: _______________________________
ABA NUMBER: _______________________________
BENEFICIARY ACCOUNT NUMBER: _______________________________

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, OR (C) BY FACSIMILE TO [FAX NUMBER] WITH PHONE NOTIFICATION TO THE US AT TIME OF TRANSMISSION.

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

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

WE HEREBY AGREE THAT THE DRAWING DOCUMENTS DRAWN UNDER AND IN

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

HONORED BY US UPON DELIVERY OF THE ABOVE SPECIFIED DRAWING

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

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

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

DRAWING OR THE DOCUMENTATION PRESENTED IN CONNECTION THEREWITH,

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

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

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

NOTWITHSTANDING ANY REFERENCE IN THIS LETTER OF CREDIT TO ANY OTHER

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

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

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

OTHER THAN AS PROVIDED HEREIN, COMMUNICATIONS WITH RESPECT TO THIS

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

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

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

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

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

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

ENTITIES, INCLUDING BRANCHES AND, IN CERTAIN CIRCUMSTANCES,

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

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EXHIBIT “A”

DRAWING CERTIFICATE
TO: BANK NAME

ADDRESS
RE: IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER [●] ISSUED BY [ISSUING BANK] TO [BENEFICIARY] (“LETTER OF CREDIT”); CAPITALIZED TERMS USED BUT

NOT DEFINED IN THIS DRAWING CERTIFICATE HAVE THE MEANINGS ASCRIBED TO

THEM IN THE LETTER OF CREDIT)

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

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

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

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

OCCURRED OR OTHER OCCASION PROVIDED FOR IN THE AGREEMENT

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

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

AVAILABLE AMOUNT UNDER THE LETTER OF CREDIT, BECAUSE

APPLICANT IS REQUIRED TO MAINTAIN THE LETTER OF CREDIT IN

FORCE AND EFFECT BEYOND THE EXPIRATION DATE OF THE LETTER

OF CREDIT BUT HAS FAILED TO PROVIDE BENEFICIARY WITH A

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

IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT , [BENEFICIARY] IS ENTITLED TO AND HEREBY DEMANDS PAYMENT OF USD _________, SUCH AMOUNT

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TO BE PAID TO [BENEFICIARY] BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS TO: (INSERT WIRE INSTRUCTIONS),WHICH, [____] CERTIFIES IT IS ENTITLED TO UNDER THE AGREEMENT.

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

IN WITNESS WHEREOF, [BENEFICIARY] THROUGH ITS AUTHORIZED

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

NAME:

TITLE:

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EXHIBIT J

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

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

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

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

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

Agreement

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS

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

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

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

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

ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED

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

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

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

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

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

LAW AND MOTION MATTERS, PRETRIAL MOTIONS, TRIAL MATTERS

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

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

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

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

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

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(iii) THE PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED

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

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

GUARANTOR:
[_______]
By:

Printed Name:

Title:

BUYER:
[_______]
By:

Printed Name:

Title:

By:

Printed Name:

Title:

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EXHIBIT L

OPERATING RESTRICTIONS
Operating restrictions of the Facility for Market Curtailment Periods are as follows:
• Interconnection Capacity (Maximum Injection Amount): 2,561.2 MW • Minimum operating capacity: 0.0 MW
• Maximum number of start-ups per calendar day (if any such operational limitations exist): N/A
• Ramp Rate: To be provided by Seller upon Notice to Buyer prior to Commercial Operation
• Minimum Down Time: N/A

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EXHIBIT M

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

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

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

By:

Printed Name:

Title:

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EXHIBIT N

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Name:

Title:

CENTRAL COAST COMMUNITY ENERGY
By:

Name:

Title:

J. ARON & COMPANY LLC
By:

Name:

Title:

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

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY
By:

Name:

Title:

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

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

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

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

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Appendix 3
Form of GSG Guaranty
, 202[__]
NAME

ADDRESS
Attention:

Ladies and Gentlemen:

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

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

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

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

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

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

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

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

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

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

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

THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE

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

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

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

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

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

Very truly yours,
THE GOLDMAN SACHS GROUP, INC.

By:

Authorized Officer