Exhibit O - 4
4161-0745-8120.7
which report shall include:
(1) a record of the personnel present during the SCT that served in an operating, testing, monitoring or other such participatory role;
(2) the measured data for each parameter set forth in Part II.A through D, as applicable, including copies of the raw data taken during the test; (3) the current level of Storage Contract Capacity, Energy In, Energy Out, Efficiency Rate, the current charge and discharge ramp rate, and the maximum Stored Energy Level, each determined by the SCT, including supporting calculations; and
(4) Seller’s statement of either Seller’s acceptance of the SCT or Seller’s rejection of the SCT results and reason(s) therefor.
Within ten (10) Business Days after receipt of such report, Buyer shall notify Seller in writing of either Buyer’s acceptance of the SCT results or Buyer’s rejection of the SCT and reason(s) therefor.
If either Party reasonably rejects the results of any SCT, such SCT shall be repeated in accordance with Part II.F.
H. Supplementary Storage Capacity Test Protocol. No later than sixty (60) days prior to commencing Facility construction, Seller shall deliver to Buyer for its review and approval (such approval not to be unreasonably delayed or withheld) a supplement to this Exhibit O with modifications and additional and supplementary details, procedures and requirements applicable to Storage Capacity Tests based on the then current design of the Facility (“Supplementary Storage Capacity Test Protocol”). Thereafter, from time to time, Seller may deliver to Buyer for its review and approval (such approval not to be unreasonably delayed or withheld) any Seller recommended updates to the then current Supplementary Storage Capacity Test Protocol. The initial Supplementary Storage Capacity Test Protocol (and each update thereto), once approved by Buyer, shall be deemed an amendment to this Exhibit O.
I. Adjustment to Storage Contract Capacity and Efficiency Rate. The total amount of discharged Energy delivered to the Delivery Point (expressed in MWh AC) during each of the first four (4) hours of discharge (up to, but not in excess of, the product of (i) the original Storage Contract Capacity set forth on the Cover Sheet, as such original Storage Contract Capacity on the Cover Sheet may have been adjusted (if at all) under this Agreement, multiplied by (ii) four (4) hours) shall be divided by four (4) hours to determine the Storage Contract Capacity, which shall be expressed in MW AC, and shall be the new Storage Contract Capacity in accordance with Section 4.9(c) of the Agreement until updated pursuant to a subsequent Storage Capacity Test. The total amount of Energy Out (as reported in Section II.D(7) above) divided by the total amount of Energy In (as reported in Section II.D(4) above), and expressed as a percentage, shall be the new Efficiency Rate, and shall
Exhibit O - 5
4161-0745-8120.7
be used for the calculation of liquidated damages (if any) under part (h) of Exhibit C until updated pursuant to a subsequent Storage Capacity Test.
Exhibit P - 1
4161-0745-8120.7
EXHIBIT P
STORAGE FACILITY AVAILABILITY
Monthly Storage Availability
(a) Calculation of Monthly Storage Availability. Seller shall calculate the “Monthly Storage Availability” in a given month using the formula set forth below:
Monthly Storage Availability (%) =
[MNTHHRSm - UNAVAILHRSm ]
MNTHHRSm
where:
m = relevant month “m” in which availability is calculated; MNTHHRSm is the total number of On-Peak Hours for the month; UNAVAILHRSm, is the total number of On-Peak Hours in the month during which the Storage Facility was unavailable to deliver Storage Product for any reason other than the occurrence of any of the following (each, an “Excused Event”): a Force Majeure Event, Buyer Bid Curtailment, Buyer Curtailment Orders, Curtailment Orders, Buyer Default, Storage Capacity Tests, Approved Maintenance Hours, System Emergencies, or the Operating Restrictions in Exhibit Q. To be clear, hours of unavailability caused by any Excused Event will not be included in UNAVAILHRSm for such month. Any other event that results in unavailability of the Storage Facility for less than a full hour or that results in unavailability of less than all of the Storage Facility will count as an equivalent percentage of the applicable hour(s) for this calculation. For example, if the Storage Facility is 50% unavailable for 50% of an hour (but fully available the other 50% of the hour), it will be considered to be unavailable for 25% of the hour.
If the Storage Facility or any component thereof was previously deemed unavailable for an hour or part of an hour, and Seller provides a revised Notice indicating the Storage Facility is available for that hour or part of an hour by 5:00 a.m. of the morning Buyer schedules or bids the Storage Facility in the Day-Ahead Market, the Storage Facility will be deemed to be available to the extent set forth in the revised Notice.
If the Storage Facility or any component thereof was previously deemed unavailable for an hour or part of an hour and Seller provides a revised Notice indicating the Storage Facility is available for that hour or part of an hour at least sixty (60) minutes prior to the time the Buyer is required to schedule or bid the Storage Facility in the Real-Time Market, and the Storage Facility is dispatched in the Real-Time Market, the Storage Facility will be deemed to be available to the extent set forth in the revised Notice.
Exhibit S - 2 4161-0745-8120.7
FORM OF LIMITED ASSIGNMENT AGREEMENT
This Limited Assignment Agreement (this “Assignment Agreement” or “Agreement”) is entered into as of [____], 20[__] by and among [____], [____] (“PPA Seller”), Central Coast Community Energy, a California joint powers authority (“PPA Buyer”), and J. Aron & Company LLC, a New York limited liability company (“J. Aron”), and relates to that certain Amended and Restated Renewable 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. (b) PPA Buyer hereby delegates to J. Aron the obligation to pay the APC Contract Price (as defined in Appendix 1 and subject to adjustment under Section 3.6 and Exhibit C of the PPA) 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). For clarity, the foregoing delegation of the Delivered Product Payment Obligation is limited exclusively to the obligation to pay the APC Contract Price (subject to adjustment under Section 3.6 and Exhibit C of the PPA) for amounts due in respect of Assigned Products reflected in invoices delivered pursuant to Section 8.1 of the PPA, and PPA Buyer retains all other obligations, including but not limited to PPA Buyer’s obligations under Section (b) of Exhibit C to the PPA in respect of Deemed Delivered Energy, PPA Section 5.1 in respect of Taxes (if any) imposed on the sale of Product after the Delivery Point, amounts payable by PPA Buyer under PPA Section 3.12 in respect to Compliance Costs, and any and all amounts payable for any reason under PPA Article 11. The delegation set forth in this paragraph shall not constitute a release of PPA Buyer from any of its obligations under the PPA (including the Delivered Product Payment Obligation) under any circumstances and, 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 payment and that it will be an Event of Default pursuant
Exhibit S - 3 4161-0745-8120.7
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. (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, all subject to the terms and conditions hereof.
(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 PV Energy and monthly forecasts of Available Generating 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 Buyer and J. Aron represent, warrant, and covenant to PPA Seller that (i) J. Aron shall purchase and immediately transfer all right, title and interest in all Assigned Products received from PPA Seller such that all Assigned Products will be re-delivered to PPA Buyer through one or more intermediaries, and (ii) J. Aron has the right to purchase receivables for amounts due from PPA Buyer for any such Assigned Products.
To the extent J. Aron purchases any such receivables for amounts due from PPA Buyer for any such Assigned Products, J. Aron may transfer such receivables to PPA Seller and apply the face amount thereof as a reduction to any receivable from J. Aron to PPA Seller for the Delivered Product Payment Obligation covered thereby, provided that any such reduction of any receivable from J. Aron to PPA Seller shall not reduce or otherwise excuse any of PPA Buyer’s obligations under the PPA or hereunder related to any Delivered Product Payment Obligation.
(f) On or before the commencement of the Assignment Period and as a condition precedent to the commencement thereof, 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) Notwithstanding any other provision of this Agreement, as between PPA Buyer and J.
Aron, PPA Buyer shall be entitled to retain for its own account all CAISO revenues associated with delivery of the Assigned Product to CAISO to which it is entitled under the PPA, including where PPA Buyer is acting as Scheduling Coordinator for the Facility (as defined in the PPA) and through scheduling of ISTs. Nothing in this Agreement modifies or amends any rights or obligations of PPA Buyer and PPA Seller
Exhibit S - 4 4161-0745-8120.7
under the PPA with respect to CAISO revenues and costs. As used in this clause (h), the following terms have the meanings specified below.
“CAISO” means California Independent System Operator or its successor. “CAISO Tariff” means CAISO’s Federal Energy Regulatory Commission approved tariff, as modified, amended or supplemented from time to time. “Inter-SC Trade” or “IST” has the meaning set forth in the CAISO Tariff. “Scheduling Coordinator” means an entity certified by the CAISO as qualifying as a Scheduling Coordinator pursuant to the CAISO Tariff for the purposes of undertaking the functions specified in “Responsibilities of a Scheduling Coordinator,” of the CAISO. (h) 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 shall 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;
(3) delivery of a written notice by PPA Seller if any of the events described in Section [__] [Bankruptcy] 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 Section [__] [Bankruptcy] 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 clauses (a)(1) or (a)(2) above. All Assigned Rights and Obligations shall revert from J. Aron to PPA Buyer upon the expiration or early termination of the Assignment Period, provided that (i) J. Aron and PPA Buyer shall be jointly and severally 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 and PPA Buyer shall be jointly and severally responsible for the Delivered
Exhibit S - 5 4161-0745-8120.7
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. 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 and PPA Buyer shall be jointly and severally 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.
(a) Each Party represents and warrants to the others that (i) it is validly organized and existing and in good standing under the laws of the State of its organization and has full power and authority to enter into and perform its obligations under this Assignment Agreement, (ii) it has duly authorized, executed and delivered this Assignment Agreement, and this Assignment Agreement is fully enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, and (iii) the execution, delivery and performance by it of this Assignment Agreement does not and will not contravene or conflict with any law, order, rule, regulation, writ, injunction or decree now in effect of any government, governmental instrumentality or court or tribunal having jurisdiction over it, or any contractual restriction binding on or affecting it.
(b) The PPA Seller and the PPA Buyer each represents and warrants to J. Aron that (a) the PPA is in full force and effect; (b) it has no current actual knowledge that any event or circumstance exists (or would exist with the passage of time or the giving of notice) that would give it the right to terminate the PPA or suspend performance thereunder; and (c) its obligations under the PPA required to be performed on or before the Assignment Period Start Date have been fulfilled in all material respects.
(c) J. Aron represents and warrants to PPA Seller that, in accordance with Section 1(e) of this Assignment Agreement, J. Aron will immediately resell all Assigned Products at wholesale to PPA Buyer through one or more intermediaries, and that J. Aron and each such intermediary entity has all requisite power and authority to perform such transactions and (to the extent applicable) has obtained authority from the Federal Energy Regulatory Commission under Section 205 of the Federal Power Act to make such sales of wholesale power at market-based rates.
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 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
Exhibit S - 6 4161-0745-8120.7
200 West Street
New York, New York 10282-2198
Email: [email protected]
5. Miscellaneous. Sections [__] (Buyer’s Representations and Warranties), [___] (Limitation of Liability and Exclusion of Warranties), [__] (Confidential Information), Sections [__] (Severability), [__] (Amendments), [__] (No Agency, Partnership, Joint Venture or Lease), [__] (Mobile-Sierra), [__] (Counterparts; Electronic Signatures), 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. The Parties hereby confirm that they are adherents to the ISDA 2018 U.S. Resolution Stay Protocol (“ISDA U.S. Stay Protocol”), the terms of the ISDA U.S. Stay Protocol are incorporated into and form a part of this Agreement, and for the purposes of such incorporation, (i) J. Aron shall be deemed to be a Regulated Entity, (ii) each of PPA Buyer and PPA Seller shall be deemed to be an Adhering Party, and (iii) this Agreement shall be deemed a Protocol Covered Agreement. In the event of any inconsistencies between this Agreement and the ISDA U.S. Stay Protocol, the ISDA U.S. Stay Protocol will prevail.
7. Governing Law, Jurisdiction, Waiver of Jury Trial.
(a) Governing Law. This Assignment Agreement and the rights and duties of the Parties under this Assignment Agreement will be governed by and construed, enforced and performed in accordance with the laws of the State of California, without reference to any conflicts of laws provisions that would direct the application of another jurisdiction’s laws; provided, however, that the authority of PPA Buyer to enter into and perform its obligations under this Assignment Agreement shall be determined in accordance with the laws of the State of California.
(b) Jurisdiction. Each Party submits to the exclusive jurisdiction of the federal courts of the United States of America for the Northern District of California sitting in the city and county of San Francisco.
(c) Waiver of Right to Trial by Jury. Each Party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this assignment agreement.
[Remainder of Page Intentionally Blank]
Exhibit S - 7 4161-0745-8120.7
IN WITNESS WHEREOF, the Parties have executed this Assignment Agreement effective as of the date first set forth above.
[PPA SELLER]
By:
Name:
Title:
CENTRAL COAST COMMUNITY ENERGY
By:
Name:
Title:
J. ARON & COMPANY LLC
By:
Name:
Title:
Execution and delivery of the foregoing Assignment Agreement is hereby approved.
CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY
By:
Name:
Title:
Exhibit S - 8 4161-0745-8120.7
Appendix 1
Assigned Rights and Obligations
PPA: “PPA” means that certain Amended and Restated Renewable 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” mean all (i) PV Energy and (ii) Green Attributes (PCC1) produced by the Generating Facility. For clarity, the Assigned Products and Assigned Product Rights mean solely (a) the right under PPA Section 4.2(a) to receive and take title to PV Energy at the Delivery Point and (b) the right under PPA Section 4.2(b) and to receive and take title to all Green Attributes as and when delivered to a designated WREGIS account in accordance with WREGIS.
Further Information: PPA Seller shall continue to transfer the WREGIS Certificates associated with all Renewable Energy Credits corresponding to all PV 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 PPA Buyer 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.
Exhibit S - 9 4161-0745-8120.7
Appendix 2
Assigned Prepay Quantity
[NOTE: This Appendix 2 is solely for the convenience of reference of PPA Buyer and J. Aron and shall have no impact on the obligations of the parties under the PPA or the Assignment Agreement.]
[NOTE: To be set forth in a monthly volume schedule.]
Exhibit S - 10 4161-0745-8120.7
Appendix 3
Form of GSG Guaranty
, 20[__]
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 (the “Assignment”) among the Company, the Counterparty and Central Coast Community Energy dated as of [ ], 20[__]. 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.
The Guarantor hereby waives any defense arising by reason of any disability, bankruptcy or insolvency of the Company, including by reason of any lack of authorization or due execution or delivery of the Assignment or guaranteed obligations.
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
Exhibit S - 11 4161-0745-8120.7
which shall have been incurred prior to such termination. The Guarantor agrees that its guarantee hereunder shall continue to be effective if at any time payment, or any part thereof, of any obligation is rescinded or must otherwise be restored by the Counterparty upon the bankruptcy or reorganization of the Company (or Guarantor) or otherwise.
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 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
RESOLUTION NO. OB-2026-16
A RESOLUTION OF THE CENTRAL COAST COMMUNITY ENERGY OPERATIONS
BOARD OF DIRECTORS APPROVING AND AUTHORIZING THE CHIEF EXECUTIVE
OFFICER TO EXECUTE A SECOND AMENDMENT TO THE AMENDED AND RESTATED
POWER PURCHASE AGREEMENT WITH SF JASMINE, LLC TO EXTEND THE EXPECTED COMMERCIAL OPERATION DATE BY SIX MONTHS (FROM MAY 2027 TO NOVEMBER 2027) AND MAKE RELATED REVISIONS, AND ANY NECESSARY ANCILLARY
DOCUMENTS, SUBSTANTIALLY IN THE FORM ATTACHED AND SUBJECT TO COUNSEL
REVIEW AND APPROVAL AS TO FORM, WITH NO CHANGE TO THE PREVIOUSLY BOARD-APPROVED NOT-TO-EXCEED AMOUNT OF $187,000,000.
WHEREAS, Central Coast Community Energy (3CE) is a Joint Powers Authority (JPA) established and operated pursuant to California Government Code sections 6500 et seq. to study, promote, develop, conduct, operate, and manage energy programs in the California Central Coast region of Santa Cruz, Monterey, San Benito, Santa Barbara, and San Luis Obispo Counties; and WHEREAS, pursuant to California Public Utilities Code Section 366.2, a community choice aggregator is solely responsible for all generation procurement activities on behalf of its customers, and must offer the opportunity to purchase electricity to all residential customers within its jurisdiction; and
WHEREAS, 3CE is purchasing renewable energy and associated Renewable Energy Credits and related products and services (the “Products”) to supply for a public purpose, to provide power portfolio benefits and maintain price certainty for its customers across the Central Coast; and WHEREAS, the California Public Utilities Commission, in Decision D.26-02-057, has identified the need to procure 6,000 MW of net qualifying capacity by 2032 to maintain grid reliability, and has ordered load-serving entities, including community choice aggregators, to procure additional clean energy and storage resources; and
WHEREAS, 3CE and SF Jasmine, LLC are parties to an Amended and Restated Renewable Power Purchase Agreement dated September 13, 2023, as amended by a First Amendment dated February 12, 2025 (the “PPA”), which the Operations Board previously approved and authorized staff to execute; and
WHEREAS, 3CE has engaged in negotiations and seeks to amend the PPA with SF Jasmine, LLC to extend the expected commercial operation date by six months, based on the project’s desirable attributes, pricing, and terms; and
WHEREAS, the SF Jasmine, LLC, project will contribute toward the regulatory requirements set forth by the California Public Utilities Commission to ensure greater reliability for the California grid, to serve 3CE’s customers’ electrical needs, and maintain 3CE’s Board Goals of 100% Clean and Renewable by 2030; and
WHEREAS, the Operations Board delegates authority to the Chief Executive Officer to execute the Second Amendment in an amount not to exceed $187,000,000 to purchase renewable energy, Renewable Energy Credits, and related Products; and
WHEREAS, the Board’s authorization to the Chief Executive Officer to execute the Second Amendment is contingent on SF Jasmine, LLC’s agreement to terms consistent with those presented to the Operations Board; and
WHEREAS, the Operations Board has reviewed and considered the staff report and recommendation regarding this matter presented at its meeting of September 16, 2026.
NOW, THEREFORE, IT IS HEREBY DETERMINED AND ORDERED by the Operations Board of Directors of Central Coast Community Energy as follows:
1. The foregoing recitals are true and correct and are incorporated herein by this reference.
2. The Operations Board approves and authorizes the Chief Executive Officer to execute a Second Amendment to the Amended and Restated Power Purchase Agreement with SF Jasmine, LLC to extend the expected Commercial Operation Date by six months (from May 2027 to November 2027) and make related revisions, and any necessary ancillary documents, substantially in the form attached and subject to review and approval by Counsel as to form, with no change to the previously Board-approved not-to-exceed amount of $187,000,000.
3. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED this ____ Day of ____________ 2026, by the following vote: ____ / ____ / ____
AYES:
NOES:
ABSENT:
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Chair,
Attest:
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Board Clerk,