Agenda packet — Clean Energy Alliance Board of Directors, October 26, 2023 (part 1 of 2)

City of Oceanside, Council Chamber
300 North Coast Hwy, Oceanside CA 92054
Members of the public can observe the livestream of the meeting via Zoom by clicking:
https://us06web.zoom.us/j/81376410530
or telephonically by dialing:
(253) 215-8782
Meeting ID: 813 7641 0530
Members of the public can provide public comment in writing or orally in person as follows:

Written Comments: If you are unable to participate in person and you wish to make a comment, you may submit written comments prior to and during the meeting via email to:

[email protected]. All written comments will be posted online and become part of the meeting record. To ensure announcement of receipt of your written comments during the meeting, please submit all written comments by 12:00pm prior to the commencement of the meeting. Public comments received in writing will not be read aloud at the meeting.

Oral Comments: Pursuant to Government Code section 54954.3 members of the public are afforded one minute (with double the time allotted to non-English speakers using a translator) to address the legislative body concerning any item that has been described in the special meeting agenda.

To make oral comments please fill out a speaker card and submit it to the Board Secretary.

When you are called to speak, please come forward to the podium and state your name.

CALL TO ORDER

ROLL CALL

PUBLIC COMMENT
AGENDA
2 Clean Energy Alliance Board Meeting Agenda
October 26, 2023
Closed Session
Item 1: CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Government Code Section 54956.9 (d): (1 case)

RECESS TO CLOSED SESSION

RECONVENE TO OPEN SESSION

GENERAL COUNSEL ANNOUNCEMENT

ADJOURNMENT
If you are an individual with a disability and need a reasonable modification or accommodation pursuant to the Americans with Disabilities Act (“ADA”), please contact [email protected] prior to the meeting for assistance.

Written Comments: If you are unable to participate in person and you wish to make a comment, you may submit written comments prior to and during the meeting via email to:

Oral Comments: Members of the public can address the Board on items on the agenda at the time the item is being addressed or during Public Comments for topics that are not listed on the agenda. Speakers are limited to three (3) minutes each. In conformance with the Brown Act, no Board action can occur on items presented during Public Comment.

To make oral comments please fill out a speaker card and submit it to the Board Secretary.

When you are called to speak, please come forward to the podium and state your name. To address the Board regarding an item on the agenda, please fill out a speaker card and submit it to the Board Secretary before the Board Chair announces the item.

CALL TO ORDER

ROLL CALL

FLAG SALUTE

BOARD COMMENTS & ANNOUNCEMENTS

PUBLIC COMMENT
AGENDA
2 Clean Energy Alliance Board Meeting Agenda
October 26, 2023

APPROVAL OF MINUTES
July 27, 2023, Special and Regular Meetings
August 31, 2023, Special Meeting
September 28, 2023, Special and Regular Meetings
Consent Calendar
Item 1: Clean Energy Alliance Treasurer’s Report for August 2023

RECOMMENDATION
Receive and file Clean Energy Alliance Treasurer’s Report for August 2023.

Item 2: Receive Clean Energy Alliance Chief Executive Officer Operational Report and Special Counsel Regulatory Report

RECOMMENDATION
Receive Clean Energy Alliance Chief Executive Officer Operational Report and Special Counsel Regulatory Report.

Item 3: Receive Clean Energy Alliance Community Advisory Committee October 5, 2023, Meeting Report

RECOMMENDATION
Receive Clean Energy Alliance Community Advisory Committee October 5, 2023, Meeting Report.

Item 4: Consider Approval of Resolution No. 2023-010 Approving the Form of and Authorizing the Execution of a Memorandum of Understanding and Authorizing Participation in the Special District Risk Management Authority’s Health Benefits Program

RECOMMENDATION
Approve Resolution No. 2023-010 approving the form of and authorizing the execution of a Memorandum of Understanding and authorizing participation in the Special District Risk Management Authority’s Health Benefits Program.

Item 5: Consider Approval of 11-Year Power Purchase Agreements with Edwards Solar 1A Group 2 Opco, LLC and Edwards Solar 1A Group 3 Opco, LLC for Resource Adequacy in Satisfaction of a Portion of Clean Energy Alliance’s Mid-Term Reliability Requirements

RECOMMENDATION
Approve 11-Year Power Purchase Agreements for Resource Adequacy with Edwards Solar 1A Group 2 Opco, LLC in an amount not to exceed $12,455,520 and Edwards Solar 1A Group 3 Opco, LLC in an amount not to exceed $1,848,000 in satisfaction of a portion of Clean Energy Alliance’s Mid-Term Reliability Requirements. Authorize the Chief AGENDA
3 Clean Energy Alliance Board Meeting Agenda
October 26, 2023
Executive Officer to execute all documents, substantially as to form of attached, subject to Transactions Attorney approval.

Public Hearing
Item 6: Consider Adoption of Clean Energy Alliance Resolution No. 2023-009 Setting Rates and Approval of Agreements for Clean Energy Alliance Solar Plus Residential Distributed Microgrid Program Providing Solar and Battery Storage Systems

RECOMMENDATION

1. Conduct the Public Hearing: Open the Public Hearing, Receive Public Testimony, and Close the Public Hearing.

2. Adopt Resolution No. 2023-009 Setting Rates for Clean Energy Alliance Solar + Program Effective November 1, 2023.

3. Approve Power Purchase and Sale Agreement, Program Management Agreement, Program Support Agreement and Framework Distributed Microgrids Agreement with Participate.Energy, LLC and authorize the Chief Executive Officer to execute all documents subject to General and Special Counsel approval.

New Business
Item 7: Receive Annual Audited Financial Report for the Fiscal Year Ended June 30, 2023

RECOMMENDATION
Receive and file Clean Energy Alliance Annual Audited Financial Report for the Fiscal Year Ended June 30, 2023.

Item 8: Consider Approval of Wholesale Market Access Tariff Terms and Conditions, Wholesale Market Access Agreement and Positive Enrollment Agreements with San Diego County Water Authority and Poseidon Resources (Channelside) LP for Enrollment of the Channelside Account at the Carlsbad Desalination Plant

RECOMMENDATION
1) Approve the Wholesale Market Access Tariff Terms and Conditions; 2) Approve Wholesale Market Access Agreement that includes Positive Enrollment Agreements with San Diego County Water Authority and Poseidon Resources (Channelside) LP for enrollment of the Channelside account at the Carlsbad Desalination Plant. Authorize the Chief Executive Officer to execute all documents, subject to General Counsel approval.

AGENDA
4 Clean Energy Alliance Board Meeting Agenda
October 26, 2023
Item 9: Consider Approval of Clean Energy Alliance Solar Billing Plan (NEM 3.0)

RECOMMENDATION
CEA Board direct staff to:
• Implement Solar Billing Plan to mirror San Diego Gas & Electric’s Solar Billing Plan and maintain CEA’s current Net Surplus Compensation methodology effective December 15, 2023; or
• Implement a modified Solar Billing Plan to mirror San Diego Gas & Electric’s Solar Billing Plan which provides a $.01 per kWh premium to the Avoided Cost Component and maintain CEA’s current Net Surplus Compensation methodology effective December 15, 2023, for 5 years; or
• Do not implement Solar Billing Plan.

Item 10: Consider Approval of Establishment of a Feed-in-Tariff (Community Solar) Program and Direct Staff to Return with Program Guidelines and Related Documents

RECOMMENDATION
Approve Establishment of a Feed-In-Tariff (Community Solar) Program with the criteria recommended by staff and direct staff to return with a marketing campaign, program guidelines, application, and power purchase agreement.

BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS
NEXT MEETING: Regular Board Meeting January 25, 2024, City of Oceanside, 300 North Coast Highway, Oceanside, CA 92054
If you are an individual with a disability and need a reasonable modification or accommodation pursuant to the Americans with Disabilities Act (“ADA”), please contact [email protected] prior to the meeting for assistance.

Clean Energy Alliance - Board of Directors
Regular Meeting Minutes
July 27, 2023, 2:00 p.m.

City of Oceanside, Council Chamber
300North CoastHwy,Oceanside CA 92054
CALL TO ORDER: Chair Druker called to order the regular meeting of the Clean Energy Alliance at 2:01 p.m.

ROLL CALL: Board Members: Sanchez, Becker, Melendez, Bhat-Patel, Garcia, Chair Druker

FLAG SALUTE: Member Becker led the flag salute.

BOARD COMMENTS & ANNOUNCEMENTS: None
PRESENTATIONS: Recognition of Ty Tosdal, Tosdal APC for Service to Clean Energy Alliance Chair Druker presented a Certificate of Appreciation to outgoing Regulatory Counsel Ty Tosdal.

Board Members and CEO Boswell expressed gratitude and appreciation to Mr. Tosdal for all the work accomplished on behalf of CEA.

PUBLIC COMMENT: Addressing the Board was Mary Oren regarding solar energy; and Lane Sharman regarding recruitment of CEO and staff, procurement from Sempra Energy SD Gas and Electric, and thermal batteries.

APPROVAL OF MINUTES
May 25, 2023 – Regular Meeting
June 29, 2023 – Special and Regular Meetings
Motion by Member Bhat-Patel, second by Member Becker, to approve the minutes of the May 25, 2023, regular meeting and the June 29, 2023, special and regular meetings.

Motion approved unanimously, 6/0.

Consent Calendar
CEO Boswell pulled Item 3 to be moved to a future meeting.

Item 1: Clean Energy Alliance Treasurer’s Report for May 2023

RECOMMENDATION
Receive and file Clean Energy Alliance Treasurer’s Report for May 2023.

Item 2: Receive and File Report on Clean Energy Alliance Policies

RECOMMENDATION
Receive and file report on Clean Energy Alliance policies.

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Item 3: Consider Approving Agreements with Participate.Energy, LLC, and Tesla, Inc. for Distributed Microgrid Solar + Battery Storage Program

RECOMMENDATION
1) Approve Power Purchase Agreement with Participate.Energy, LLC for Distributed Microgrid Solar + Battery Storage Program and authorize the Chief Executive Officer to execute all documents subject to General and Special Counsel approval. 2) Approve Program Management Agreement with Participate.Energy, LLC for Distributed Microgrid Solar + Battery Storage Program and authorize the Chief Executive Officer to execute all documents subject to General Counsel approval. 3) Approve Program Support Agreement with Participate.Energy, LLC for Distributed Microgrid Solar + Battery Storage Program and authorize the Chief Executive Officer to execute all documents subject to General Counsel approval. 4) Approve Framework Distributed Microgrids Program Agreement with Participate.Energy, LLC and Tesla, Inc. for Distributed Microgrid Solar + Battery Storage Program and authorize the Chief Executive Officer to execute all documents subject to General Counsel approval.

Item 4: Consider Approval of Participation in the Southern California Coalition for the California Energy Commission Equitable Building Decarbonization Program Grant and Authorize Chief Executive Officer to Submit a Commitment Letter

RECOMMENDATION
Approve participation in the Southern California Coalition for the California Energy Commission Equitable Building Decarbonization Program Grant and authorize the Chief Executive Officer to submit a Commitment Letter.

Motion by Member Bhat-Patel, second by Member Becker, to approve the remainder of the Consent Calendar.

Motion carried unanimously, 6/0.

New Business
Item 5: Clean Energy Alliance Operational, Administrative and Regulatory Affairs Update

RECOMMENDATION
Receive Clean Energy Alliance Chief Executive Officer Operational Report and Special Counsel Regulatory Report.

CEO Barbara Boswell introduced new Regulatory Counsel, Tim Lindl of Keyes and Fox, and updated the Board on enrollment statistics noting that Escondido and San Marcos has just over 3% opt-out rates; and commented on AB 1373 that would impact CEA’s procurement autonomy and costs.

Regulatory Counsel Tim Lindle expressed gratitude to outgoing Counsel Ty Tosdal and updated the Board on the following: Resource Adequacy (RA) commenting that the June decision of the Public Utilities Commission (CPUC) requires CCAs to purchase enough energy capacity to serve its customers with a 1% deficiency threshold tied to CCAs ability to expand; Provider of Last Resort (POLR) commenting that the PUC has set out to implement SB 520 to rework the structure in response to Western Community Energy halting service in

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So Cal Edison’s service territory; Power Charge Indifference Adjustment (PCIA) noting that the main ruling has closed but advocation will continue to keep the PCIA as low as possible in the Energy Resource Recovery Account (ERRA) proceedings and general rate cases; and Net Billing Tariff commenting that the Application for Rehearing was denied, appeal persists and the new tariff is still moving forward.

CEA Board received and filed report.

Item 6: Consider Approving Agreement with Calpine Energy Solutions and Recurve Analytics, Inc. for Summer Peak Load Reduction Pilot Program

RECOMMENDATION
Approve agreement with Calpine Energy Solutions and Recurve Analytics, Inc. for Summer Peak Load Reduction Pilot Program for an amount not to exceed $150,000 and authorize the Chief Executive Officer to execute all documents subject to General Counsel approval.

CEO Boswell presented the item commenting that in addition to increasing the amount of renewable energy, CEA strives to offer programs to their customers to help achieve savings on their overall bill. An opportunity to offer that through a partnership with Calpine Solutions and Recurve for the Summer Peak Load Reduction Pilot Program. The Platform identifies non-residential customers through usage analysis that would be good candidates for energy efficiency projects resulting in reduction in usage during peak times.

Additionally, reducing exposure to energy costs during heat events and reducing Resource Adequacy requirements in future years.

Addressing the Board was Lane Sharman.

Motion by Member Becker, second by Member Bhat-Patel to approve the recommendation.

Approved unanimously, 6/0
Item 7: Consider Approval of Memorandum of Understanding Between Clean Energy Alliance, Poseidon Resources LP, and San Diego County Water Authority Regarding Enrollment of Carlsbad Desalination Plant

RECOMMENDATION
Approve Memorandum of Understanding between Clean Energy Alliance, Poseidon Resources, LP, and San Diego County Water Authority regarding enrollment of Carlsbad Desalination Plant.

CEO Boswell presented the item noting the recommendation is a culmination of several years of cooperative work between CEA and the San Diego County Water Authority (SDCWA). Ms. Boswell explained that Carlsbad Desalination Plant owned by Poseidon Resources (Channelside) was opted out of CEA service during the 2021 mass enrollment due to significant financial implications to CEA. With continued cooperative discussions a unique opportunity to serve the plant while mitigating risk to CEA has been identified. The new CEA Program called Wholesale Market Access Tariff allows for CEA to manage energy portfolio specific to the Plant’s load while passing the cost of energy and incidental costs of managing portfolios passed to Channelside.

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Board questions and comments included: Is this an isolated circumstance or are there other high energy use organizations that pose a similar risk of opt-out; and would there still be a rate savings if Channelside opted up to 100% green.

CEO Boswell responded that this particular user has a single account whereas other large users have several accounts carrying a lower level of risk; regarding the 100% green, one of the key MOU terms is consideration of enrolling at a minimum, the Carlsbad default which is 75% carbon free.

Motion by Member Sanchez, second by Member Melendez, to approve the recommendation.

Approved unanimously, 6/0.

BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS: None
NEXT MEETING: Special Board Meeting August 31, 2023, City of Oceanside, 300 North Coast Highway, Oceanside, CA 92054
ADJOURN: Chair Druker adjourned the meeting at 2:56 p.m. _______________________________________
Susan Caputo, MMC
Interim Board Secretary
Clean Energy Alliance - Board of Directors
Special Meeting Minutes
August 31, 2023, 9:00 a.m.

City of Oceanside, Council Chamber
300North CoastHwy,Oceanside CA 92054
CALL TO ORDER: Chair Druker called to order the special meeting of the Clean Energy Alliance at 9:04 a.m.

ROLL CALL: Board Members: Becker, Bhat-Patel, Melendez, Garcia, Vice Chair Musgrove, Chair Druker, Board Member Sanchez entered the meeting at 9:07 a.m.

FLAG SALUTE: Vice Chair Musgrove led the flag salute.

PUBLIC COMMENT: None.

New Business
Item 1: Consider Approval of Resolution No. 2023-006 Establishing Salary Schedule

RECOMMENDATION
Approve Resolution No. 2023-006 Establishing Salary Schedule.

Motion by Member Bhat-Patel, second by Member Becker, to approve recommendation.

Approved unanimously, 7/0.

Closed Session
Public Employment
Title: Chief Executive Officer
Pursuant to Government Code Section 54957
RECESS TO CLOSED SESSION: CEA Board recessed to closed session at 9:09 a.m.

RECONVENE TO OPEN SESSION: CEA Board reconvened to open session at 1:54 p.m.

GENERAL COUNSEL ANNOUNCEMENT: CEA General Counsel Johanna Canlas announced that no action was taken in closed session required to be reported.

ADJOURNMENT: 1:54 p.m.
_______________________________________
Susan Caputo, MMC
Interim Board Secretary
Clean Energy Alliance - Board of Directors
Special Meeting Minutes
September 28, 2023, 1:30 p.m.

City of Oceanside, Council Chamber
300North CoastHwy,Oceanside CA 92054
CALL TO ORDER: Chair Druker called to order the special meeting of the Clean Energy Alliance at 1:33 p.m.

ROLL CALL: Board Members: Becker, Bhat-Patel, Melendez, Garcia, Member Sanchez, Member Sannella, Chair Druker
PUBLIC COMMENT: None.

Closed Session
Item 1: Public Employee Appointment Pursuant to Government Code Section 54957 Title: Chief Executive Officer
Item 2: Conference with Labor Negotiator Pursuant to Government Code Section 54957.6 Agency Designated Representatives: CEO Recruitment CEA Board Subcommittee, Johanna N.

Canlas, General Counsel, Cindy Krebs, Alliance Resource Consulting Unrepresented Employee: Chief Executive Officer
RECESS TO CLOSED SESSION: CEA Board recessed to closed session at 1:35 p.m.

RECONVENE TO OPEN SESSION: CEA Board reconvened to open session at 1:53 p.m.

GENERAL COUNSEL ANNOUNCEMENT: General Counsel Johanna Canlas announced that the CEA Board unanimously approved the appointment of Gregory Wade as CEA’s next CEO by a vote of 7/0.

ADJOURNMENT: 1:53 p.m.
_______________________________________
Susan Caputo, MMC
Interim Board Secretary
Clean Energy Alliance - Board of Directors
Regular Meeting Minutes
September 28, 2023, 2:00 p.m.

City of Oceanside, Council Chamber
300North CoastHwy,Oceanside CA 92054
CALL TO ORDER: Chair Druker called to order the regular meeting of the Clean Energy Alliance at 2:02 p.m.

ROLL CALL: Board Members: Becker, Bhat-Patel, Melendez, Garcia, Sanchez, Sannella, Chair Druker

FLAG SALUTE: Member Becker led the flag salute.

BOARD COMMENTS & ANNOUNCEMENTS: None
PUBLIC COMMENT: None
New Business
Item 1: Consider Appointment of Chief Executive Officer and Adoption of Resolution No. 2023-008 Approving Employment Agreement

RECOMMENDATION
Appoint Chief Executive Officer and Adopt Resolution No. 2023-008 Approving the Employment Agreement.

General Counsel Johanna Canlas presented the item noting the recruitment beginning in June 2023 by Alliance Resource Consulting. The subcommittee narrowed the 53 applicants to the top 4 for the Board to interview. Following interview process, the top candidate was identified, and contract negotiated.

PUBLIC COMMENT: Addressing the Board was Sonja Robinson.

Member Melendez expressed gratitude to all involved in recruitment and commented that Mr. Wade was set apart by his passion for climate action and commitment to local community benefit.

Motion by Becker, second by Bhat-Patel, to approve the appointment of Greg Wade as Chief Executive Officer and adopt Resolution No. 2023-008.

Approved unanimously, 7/0.

Mr. Wade addressed the Board expressing gratitude and excitement to continue the work advancing the goals of community choice energy and the goals and objectives of CEA.

Board Members welcomed Mr. Wade to CEA.

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Consent Calendar
Item 2: Clean Energy Alliance Treasurer’s Report for June 2023

RECOMMENDATION
Receive and file Clean Energy Alliance Treasurer’s Report for June 2023.

Item 3: Clean Energy Alliance Treasurer’s Report for July 2023

RECOMMENDATION
Receive and file Clean Energy Alliance Treasurer’s Report for July 2023.

Item 4: Consider Appointment of Mika Nagamine to Community Advisory Commitee Represen�ng City of Solana Beach for a Term Through December 2024

RECOMMENDATION
Appoint Mika Nagamine to Community Advisory Commitee Represen�ng City of Solana Beach for a Term Through December 2024.

Item 5: Consider Adop�ng Resolu�on No. 2023-007 Ates�ng to the Veracity of the 2022 Power Source Disclosure Reports and Power Content Label Addressing the Clean Impact, Clean Impact Plus and Green Impact Power Retail Electric Service Offerings

RECOMMENDATION
Adopt Resolution No. 2023-007 Attesting to the Veracity of the 2022 Power Source Disclosure Reports and Power Content Label Addressing the Clean Impact, Clean Impact Plus and Green Impact Power Retail Electric Service Offerings.

Item 6: Consider Approval of 11-Year Power Purchase Agreement for Resource Adequacy with Edwards Solar 1A, LLC in Satisfaction of a Portion of Clean Energy Alliance’s Mid-Term Reliability Requirements

RECOMMENDATION
Approve 11-Year Power Purchase Agreement for Resource Adequacy with Edwards Solar 1A, LLC in Satisfaction of a portion of Clean Energy Alliance’s Mid-Term Reliability Requirements, for an amount not to exceed $14,305,000. Authorize the Chief Executive Officer to execute all documents, substantially as to form of attached, subject to Transactions Attorney approval.

Member Becker commented on Item 4 stating that Mika Nagamine is on the Climate Action Committee in Solana Beach and will bring a lot of value to the CEA CAC.

Motion by Member Sanchez, second by Member Sannella to approve the consent calendar.

Approved unanimously, 7/0.

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New Business
Item 7: Receive Clean Energy Alliance Chief Executive Officer Operational Report and Special Counsel Regulatory Report

RECOMMENDATION
Receive Clean Energy Alliance Chief Executive Officer Operational Report and Special Counsel Regulatory Report.

CEO Boswell updated the Board on current recruitments for CEA indicating that CEA staff will be built quickly once new CEO is active.

Tim Lindl and Jake Schlesinger of Keyes & Fox LLP updated the Board on the following:

SDG&E’s Phase I General Rate Case (GRC) commenting that the goal of this phase is ensuring utility generation costs do not last in the PCIA in perpetuity, the aim is to get the CPUC to tell the utilities when reinvesting in facilities the vintage should be addressed so that customers that depart SDG&E after 2004/2008 vintage (CEA customers) don’t pay for the reinvestment costs that change capacity, extension of life or change in nature; regarding SDG&E’s Phase II General Rate Case the two main issues are Rate and Tariff Design that has to do with how PCIA is shown on customer bills and Schedule S (Standby Service) for large customers that have their own generation, currently San Diego CCAs are unable to serve these customers due to the inability to mirror SDG&E’s rates; and lastly CEA’s Petition for Modification in the Integrated Resource Planning (IRP) proceeding – Prior CPUC decision required SDG&E to purchase 49MW of capacity just before 86,000 departures in Escondido and San Marcos in addition to 200K in San Diego Community Poer service territory. CPUC acknowledged unfairness and allowed CEA to purchase capacity from SDG&E, but SDG&E refused to provide enough to account for Escondido and San Marcos, CEA filed for clarification to avoid $50-$96M in costs over the next 12 years, CPUC decision is anticipated October 12.

Member Becker expressed appreciation to the Regulatory Counsel and commented on the frustration of the actions of SDG&E.

PUBLIC COMMENT: Addressing the Board was Rob Howard.

CEA Board received reports.

BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS: Advocate CPUC NEXT MEETING: Regular Board Meeting October 26, 2023, City of Oceanside, 300 North Coast Highway, Oceanside, CA 92054
ADJOURN: Chair Druker adjourned the meeting at 2:42 p.m. _______________________________________

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Susan Caputo, MMC
Interim Board Secretary
Staff Report
DATE: October 26, 2023
TO: Clean Energy Alliance Board of Directors
FROM: Andy Stern, Interim Chief Financial Officer/Treasurer ITEM 1: Clean Energy Alliance Treasurer’s Report for August 2023

RECOMMENDATION
Receive and File Clean Energy Alliance (CEA) Interim Treasurer’s Report for August 2023.

BACKGROUND AND DISCUSSION
This report provides the Board with the following financial information through August 31, 2023:
• Statement of Financial Position (Unaudited and preliminary) – Reports assets, liabilities, and financial position of the CEA as of August 31, 2023.
• Statement of Revenues, Expenses and Changes in Net Position (Unaudited and preliminary) for the twelve months ended August 31, 2023.
• Budget to Actuals Comparison Schedule (Unaudited and preliminary) – Reports actual revenues and expenditures compared to the annual amended budget as of August 31, 2023. • List of Payments Issued – Reports payments issued for August 2023.

As of August 31, 2023, liabilities represent invoices and estimated accruals for energy and services received but not yet paid. The noncurrent liabilities relate to debt with JPMorgan as well as amounts due to the member cities of Carlsbad, Del Mar and Solana Beach. CEA is currently making interest only payments on the debt from JPMorgan. The amounts due to the member agency were for start-up costs and services provided to CEA for the period December 2019 to June 2020. These invoices are scheduled to be paid three years from the time CEA is operational.

October 26, 2023
CEA Treasurer’s Report

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ASSETS
Current assets
Cash and cash equivalents $ 20,218,574
Accounts receivable, net of allowance 17,238,176
Accrued revenue 19,657,702
Prepaid expenses 4,160,135
Deposits 399,000
Total current assets 61,673,587
Noncurrent assets
Restricted cash 207,000
Deposits 771,376
Total noncurrent assets 978,376
Total assets 62,651,963

LIABILITIES
Current liabilities
Accrued cost of electricity 26,155,549
Accounts payable 475,788
Other accrued liabilities 151,941
Interest payable 193,754
Due to member agencies 504,017
Bank note payable 5,000,000
Total current liabilities 32,481,049
Noncurrent liabilities
Security deposits - energy suppliers 496,150
Bank note payable 18,950,000
Total noncurrent liabilities 19,446,150
Total liabilities 51,927,199

NET POSITION
Unrestricted 10,724,764
Total net position $ 10,724,764
These financial statements do not contain note disclosures, have not been subjected to an audit or review or compilation engagement, and no assurance is provided on them.

CLEAN ENERGY ALLIANCE

STATEMENT OF NET POSITION
As of August 31, 2023
October 26, 2023
CEA Treasurer’s Report

Page 3 of 7 ends

OPERATING REVENUES
Electricity sales, net $ 51,332,941

OPERATING EXPENSES
Cost of electricity 33,034,915
Contract services 700,586
Other operating expenses 53,440
Total operating expenses 33,788,941
Operating income (loss) 17,544,000

NONOPERATING REVENUES (EXPENSES)
Interest income 5,521
Interest expense (372,473)
Nonoperating revenues (expenses), net (366,952)
CHANGE IN NET POSITION 17,177,048
Net position at beginning of period (6,452,284)
Net position at end of period $ 10,724,764
These financial statements do not contain note disclosures, have not been subjected to an audit or review or compilation engagement, and no assurance is provided on them.

CLEAN ENERGY ALLIANCE

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
Two Months ended August 31, 2023
October 26, 2023
CEA Treasurer’s Report

Page 4 of 7 ends

BUDGET TO ACTUALS COMPARISON SCHEDULE
At its June 2023, board meeting, the CEA Board approved the Fiscal Year (FY) 2023/24 budget approving $213,361,000 in total operating and nonoperating expenses. For the year-to-date, $35,204,000 has been expended. Revenues from electricity sales for the year-to-date reached $52,381,000. The overall change in available fund balance (ignoring loan proceeds) for the year-to-date was an increase of $17,177,000.

The Budget to Actuals Comparison Schedules as of August 31, 2023, is shown on the next page.

October 26, 2023
CEA Treasurer’s Report

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ANNUAL
BUDGET

YEAR-TO-DATE
ACTUAL
ANNUAL
BUDGET

REMAINING
Operating Revenues
Energy Sales $ 230,915,000 52,380,552 $ 178,534,448
Total Operating Revenue 230,915,000 52,380,552 178,534,448 Operating Expenses
Power Supply 200,000,000 33,034,915 166,965,085
Data Manager / Call Center 2,500,000 316,262 2,183,738
Staffing/Consultants 3,000,000 73,286 2,926,714
Legal Services 467,500 60,569 406,931
Professional Services 1,448,885 221,708 1,227,177
Audit Services 10,000 10,000 -
Software & Licenses 15,000 2,750 12,250
Membership Dues 292,040 47,840 244,200
G & A (includes Bad Debt expense) 4,927,780 1,079,222 3,848,558 Total Operating Expenses 212,661,205 34,836,552 177,824,653 Operating Income (Loss) 18,253,795 17,544,000 709,795
Financing
Net Interest Income (Expense) (700,000) (366,952) (333,048) $ 17,553,795 $ 17,177,048 $ 376,747

CLEAN ENERGY ALLIANCE

BUDGETARY COMPARISON SCHEDULE
Two Months ended August 31, 2023
Change in Net Position
These financial statements do not contain note disclosures, have not been subjected to an audit or review or compilation engagement, and no assurance is provided on them.

October 26, 2023
CEA Treasurer’s Report

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LIST OF PAYMENTS ISSUED
The report on the following page provides the detail of payments issued by CEA for the month. All payments were within approved budget.

October 26, 2023
CEA Treasurer’s Report

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Date Type Vendor Description Amount
08/01/2023 Wire Elk Hills Power, LLC Showing Month & Year: October -2023 690,000.00 08/01/2023 Wire JPMorgan Interests Expense 170,397.58
08/01/2023 Wire SAAVI ENERGY SOLUTIONS, LLC. Firm Resource Adequacy 105,000.00 08/01/2023 Wire SAAVI ENERGY SOLUTIONS, LLC. Firm Resource Adequacy 618,750.00 08/03/2023 ACH/CK Neyenesch Printers Mailing 2,212.25
08/07/2023 ACH/CK USPS August 2023 - Postage Payment 451.24 08/07/2023 ACH/CK USPS August 2023 - Postage Payment 71.86 08/10/2023 ACH/CK Tripepi, Smith & Associates, Inc. July 2023 - Communications and Marketing Service 13,546.53 08/11/2023 ACH/CK Burke, Williams & Sorensen, LLP PROFESSIONAL SERVICES CEO RECRUITMENT - GC 10,688.35 08/11/2023 Wire DYNEGY Capacity Purchases - October 2023 220,000.00 08/11/2023 ACH/CK Keyes & Fox LLP June 2023 - Professional Services 21,481.50 08/11/2023 ACH/CK Neyenesch Printers CEA Name Plate- Tim Lindl 1,564.13 08/11/2023 ACH/CK The Bayshore Consulting Group July 2023 - CEO, Clerk Services & Reimbursable Expenses 22,247.98 08/14/2023 ACH/CK THE ENERGY AUTHORITY July 2023 - CAISO Weekly Settlement 48,483.92 08/14/2023 ACH/CK USPS August 2023 - Postage Payment 187.04 08/14/2023 ACH/CK USPS August 2023 - Postage Payment 365.49 08/18/2023 ACH/CK City of Del Mar Reimburse City of Del Mar for Panelist Lunch 46.00 08/21/2023 Wire LEAPFROG POWER, INC. August 2023 - Capacity Purchase 2,200.00 08/21/2023 ACH/CK Maher Accountancy August 2023 - Accounting, cash disbursements and related 9,500.00 08/21/2023 Wire SDG&E July 2023 - Capacity Purchase 108,763.50 08/21/2023 Wire SDG&E July 2023 - Capacity Purchase - MCAM 63,527.30 08/21/2023 Wire SDG&E July 2023 - REC Sales 533,806.95
08/21/2023 Wire SEMPRA July 2023 - Capacity Purchases 517,400.00 08/21/2023 ACH/CK USPS August 2023 - Postage Payment 1,000.78 08/22/2023 ACH/CK USPS August 2023 - Postage Payment 366.92 08/23/2023 Wire Grade 6 Oil LLC BILLING PERIOD - July 2023 RA 325,600.00 08/23/2023 ACH/CK WREGIS Transferred Rec 63.90
08/24/2023 ACH/CK Alliance Resource Consulting First, Second, Third Billings - executive recruitment 28,000.00 08/24/2023 ACH/CK Calpine Energy Solutions June 2023 Services 152,669.00 08/24/2023 ACH/CK Hall Energy Law PC June 2023 - Energy Procurement Counsel Services 2,349.50 08/24/2023 ACH/CK Keyes & Fox LLP July 2023 - Professional Services 11,623.00 08/24/2023 ACH/CK SDG&E For services rendered under Schedule CCA for period 87,239.44 08/24/2023 ACH/CK Multiple Customers NEM Cash Out 36,018.27 08/25/2023 ACH/CK Braun Blaising Smith Wynne June 2023 - Professional Services - General Matters 1,846.63 08/25/2023 ACH/CK Lupa Affairs Llc July 2023 - Professional Service 1,715.00 08/25/2023 Wire Powerex Transactions for the Period of August 2023 143,541.67 08/25/2023 Wire Resi Station LLC Proxy Demand Response CEA July 2023 19,600.00 08/25/2023 ACH/CK San Elijo Life Banner Advertisement 100.00 08/25/2023 ACH/CK STERN, ANDREW CFO Services - For the period from 7/22/23-8/21/23 7,500.00 08/25/2023 Wire Tecolote Wind LLC July 2023 - Resource Adequacy 39,937.50 08/25/2023 ACH/CK The Coast News Group CNI AD 500.00
08/25/2023 ACH/CK USPS August 2023 - Postage Payment 536.96 08/25/2023 ACH/CK USPS August 2023 - Postage Payment 518.30 08/28/2023 ACH/CK Tripepi, Smith & Associates, Inc. July 2023 - Communications and Marketing Service 1,097.50 08/28/2023 ACH/CK USPS August 2023 - Postage Payment 235.73 08/29/2023 Wire Avanti Executive Suites September 2023 -Rent 1,423.74 08/29/2023 ACH/CK CLIMATE ACTION CAMPAIGN Nexus Silver Sponsorship 5,000.00 08/29/2023 ACH/CK Maher Accountancy Access to Bill.com software and mailing costs 2,112.84 08/29/2023 ACH/CK Pacific Energy Advisors, Inc July 2023 - Technical Consulting Advisors 26,280.00 08/29/2023 ACH/CK SDG&E For services May and June 2023 65,881.80 08/30/2023 ACH/CK THE ENERGY AUTHORITY July 2023 - Resource Management Monthly Fees 11,700.00 08/31/2023 ACH/CK Tosdal APC June 2023 - Regulatory Services 8,291.25 Total for Operating Account 4,143,441.35
08/23/2023 Lockbox Exelon Generation Company,LLC June 2023 - Power Purchase 2,392,974.40 08/23/2023 Lockbox Direct Energy June 2023 - Power purchase Hedge 918,132.68 08/23/2023 Lockbox Morgan Stanley Capital Group, July 2023 - Capacity Purchase & Energy Purchase 3,147,767.84 08/23/2023 Lockbox Shell Oil North America July 2023 - Capacity SWAP & Energy Purchase 2,049,522.70 Total for Lockbox Account 8,508,397.62
PAYMENTS ISSUED DURING AUGUST 2023
Staff Report
DATE: October 26, 2023
TO: Clean Energy Alliance Board of Directors
FROM: Barbara Boswell, Chief Executive Officer
ITEM 2: Clean Energy Alliance Operational, Administrative and Regulatory Affairs Update

RECOMMENDATION
1) Receive and File Operational and Administrative Update Report from Chief Executive Officer. 2) Receive Regulatory Affairs Report from Keyes & Fox, Special Counsel.

BACKGROUND AND DISCUSSION
This report provides an update to the Clean Energy Alliance (CEA) Board regarding the status of operational, administrative, and regulatory affairs activities.

OPERATIONAL UPDATE
Oceanside & Vista April 2024 Enrollment
In planning to serve customers in their city, the City Councils of Oceanside and Vista will select the default power supply that customers will be automatically enrolled in. The options are:

Clean Impact – 50% Renewable
Clean Impact Plus – 75% Carbon Free
Green Impact – 100% Renewable
Vista City Council will consider the options at their November 14 meeting and Oceanside at their November 15 meeting.

Call Center Activity and Participation Statistics
The charts below reflect customer activity through September 30, 2023:

October 26, 2023
Admin & Regulatory Update

Page 2 of 5 ends

Calls to CEA are trending at normal levels with the most common topic being Net Energy Metering questions. This can be attributed to the on-going enrollments of Net Energy Metering customers in Escondido and San Marcos.

The following chart reflects call center average seconds to answer and average call duration:

October 26, 2023
Admin & Regulatory Update

Page 3 of 5 ends

Average time to answer during September was 28 seconds and duration of calls averaged about 11 minutes.

The following chart reflects the monthly and cumulative opt-outs through September 30, 2023, for CEA.

The statistics reflect all 5 cities combined.

October 26, 2023
Admin & Regulatory Update

Page 4 of 5 ends

CEA’s participation is approximately 95%, with 108 opt-outs compared to 119 in August 2023.

The following chart reflects enrollments in CEA’s power supply products:

POWER SUPPLY PRODUCT AUGUST
2023

SEPTEMBER
2023
Net
Change
Clean Impact – 50% Renewable 432 442 + 10
Clean Impact Plus - 75% Carbon Free 147,887 147,699 -188 Green Impact – 100% Renewable 577 586 + 9
TOTAL ACCOUNTS 148,896 148,727 -169
Risk Oversight Committee
Pursuant to CEA’s Energy Risk Management Policy, the Risk Oversight Committee met September 7, 2023. The Committee reviewed CEA’s recent procurement activity, current portfolio positions and future procurement targets, and portfolio mark to market and counterparty exposure. The Committee also met on September 19, 2023, to review CEA‘s financial position. The Committee confirmed that CEA is in compliance with its Energy Risk Management Policy. The next regular meeting of the Committee is scheduled for December 7, 2023.

Contracts $50,000 - $100,000 entered into by Chief Executive Officer October 26, 2023
Admin & Regulatory Update

Page 5 of 5 ends

VENDOR DESCRIPTION AMOUNT
None

REGULATORY UPDATE
CEA’s regulatory attorney, Tim Lindl, Keyes & Fox, will provide an update to the Board on current regulatory activities (Attachment A).

FISCAL IMPACT
There is no fiscal impact by this action.

ATTACHMENTS
Attachment A – Keyes & Fox Regulatory Update Report
1 Clean Energy Alliance
Regulatory Monitoring Report
To: Clean Energy Alliance (CEA) Board of Directors
From:

Tim Lindl, Partner, Keyes & Fox LLP
Jacob Schlesinger, Partner, Keyes & Fox LLP
Jason Hoyle, Principal Analyst, EQ Research, LLC
Subject: Monthly Regulatory Update
Date: October 20, 2023
Keyes & Fox LLP and EQ Research LLC are pleased to provide CEA’s Board of Directors with this informational memo describing key California regulatory and compliance-related updates from the California Public Utilities Commission (CPUC) over the past month.

IRP Rulemaking | R.20-05-003
Background: This proceeding governs the biennial Integrated Resource Plan (IRP) process, including load serving entity (LSE) procurement requirements, the establishment of a variety of state- and LSE-level load and procurement forecasts, greenhouse gas (GHG) reduction targets, and ongoing reliability obligations.

Recent Developments: The August 24 Proposed Decision (PD) that would deny the Petition for Modification (filed October 28, 2022) of D.22-05-015 filed jointly by San Diego Clean Power and Clean Energy Alliance was withdrawn from the agenda of the Commission’s October 12 meeting. The Petition requested modification of the provision in D.22-05-015 allowing a one-time purchase of resource adequacy capacity to account for load migration to CCAs in between the issuance of D.19-11-016 and D.22-05-015, and it sought to use the year-ahead load forecast as the basis for determining the resource adequacy capacity available via the one-time purchase rather than the actual load being served at the time D.22-05-015 was issued. Keyes & Fox presented the Petition to the Board at its September meeting.

Analysis: Withdrawal of the PD is good news for CEA, suggesting the Commission may reverse its position and adopt the Petition.

Next Steps: If the Commission reverses its position, it will re-issue a new PD or an alternate PD for party comments.

SDG&E 2024 RATES: (SDG&E 2024 ERRA Forecast | A.23-05-013 ) Background: The annual Energy Resource and Recovery Account (ERRA) forecast proceedings establish the amount of the Power Charge Indifference Adjustment (PCIA) and other nonbypassable charges (NBCs) for the following year, as well as fuel and purchased power costs associated with serving bundled customers that utilities may recover in rates.

Recent Developments: In SDG&E’s October Update (Testimony), PCIA rates are projected to be the following:

Analysis and Next Steps: CEA and its attorneys are in the process of closely reviewing the updated testimony and corresponding rates. Comments are due October 27, 2023. A Proposed Decision is anticipated in late mid-to-late November. The rates adopted in the Proposed Decision will be revised one final time at the end of December based on year-to-date actuals in October and November of 2023.

Diablo Canyon | R.23-01-007
Background: This rulemaking was opened to implement provisions of SB 846 (Stats. 2022, Ch. 239) which the Commission to consider the potential extension of operations at the Diablo Canyon Nuclear Power Plant.

Licenses for the plant’s two units are set to expire November 2, 2024 (Unit 1) and August 26, 2025 (Unit 2), but SB 846 is part of an effort to extend operations until October 31, 2029 (Unit 1) and October 31, 2030 (Unit 2).

Item 2 Attachment
2 Recent Developments: Briefing has concluded in this proceeding and oral argument is scheduled for November 7.

Analysis: A key issue identified in the Scoping Ruling is whether and how the benefits of extended operations, including resource adequacy and GHG-free attributes, should be allocated among the load-serving entities (LSEs). With the sole exception of PG&E and two other parties, all parties – including SCE and SDG&E – agree that capacity and GHG-free attributes from Diablo Canyon should be allocated to LSEs. Such an allocation could save CEA its load-share portion of at least $400 million in RA costs each year.

Next Steps: A proposed decision is expected in October or November in order to meet the deadline of the end of 2023 for a final decision to be issued.

Income Graduated Fixed Charge (Demand Flexibility | R.22-07-005) Background: This rulemaking was opened to update the CPUC’s rate design principles and guidance for advancing demand flexibility, and the proceeding may also modify, consolidate, or eliminate existing dynamic rate pilots.

Phase 1-Track A will establish an income-graduated fixed charge for residential rates for all investor-owned electric utilities in accordance with Assembly Bill 205 (Stats. 2022, ch. 61). Phase 1-Track B first adopted rate design and demand flexibility principles and is now considering broad expansion of the several pilot programs.

Recent Developments: Opening briefs on the Track A income-graduated fixed charge were filed on October 6. The Joint Brief of PG&E, SCE, and SDG&E calls for an initial implementation of income-graduated fixed charges based on three income tiers that will incorporate a fourth tier in a future implementation for income levels greater than 650% of the federal poverty level. The IOUs’ proposals are shown in the table below. SDG&E’s illustrative rates in the initial implementation would have an average fixed charge of $60/month, with a first-tier charge of $24/month for CARE customers with incomes less than or equal to 100% of the federal poverty level, a second-tier charge of $34/month for all other CARE/FERA customers, and a third-tier charge of $73/month for non-CARE/FERA customers. The joint IOUs’ proposal is significantly higher than CalAdvocates’ recent “First Version” proposed fixed charges of $4, $7, and about $30/month charges for CARE customers with incomes less than or equal to 100% of the federal poverty line, other CARE/FERA customers, and non-CARE/FERA customers, respectively.

Next Steps: A proposed decision is expected in March or April of 2024. 3 Income Graduated Fixed Charge Rate Proposal Tables
Staff Report
DATE: October 26, 2023
TO: Clean Energy Alliance Board of Directors
FROM: Dwight Worden, Alternate Del Mar Board Member, Community Advisory Committee Chair
ITEM 3: Receive and File Clean Energy Community Advisory Committee October 5, 2023, Meeting Report

RECOMMENDATION
Receive and File Clean Energy Community Advisory Committee October 5, 2023, Meeting Report.

BACKGROUND AND DISCUSSION
The Clean Energy Alliance (CEA) Community Advisory Committee (CAC) meets the first Thursday of even months, with the most recent meeting on October 5, 2023. The CEA Board of Directors establishes the work plan for the CAC annually.

Pursuant to the 2023 Work Plan, the CAC agenda included the following items:
• Chief Executive Officer Update
• Update on Clean Energy Alliance Solar Plus Program
• Input on Solar Billing Plan Implementation (NEM 3.0)
• Input on Clean Energy Alliance Feed-In-Tariff
• Input into Subcommittee Reports for Preparation to Present to the CEA Board January 25, 2024.

The input provided by the CAC on the Solar Plus Program, Solar Billing Plan and Feed-In-Tariff is incorporated into the individual staff reports for these items on this Board agenda. Due to time constraints, the input into the Subcommittee Reports was postponed to the December 7, 2023, CAC meeting.

FISCAL IMPACT
None

ATTACHMENTS
None
Staff Report
DATE: October 26, 2023
TO: Clean Energy Alliance Board of Directors
FROM: Barbara Boswell, Chief Executive Officer
ITEM 4: Consider Approval of Resolution No. 2023-010 Approving the Form of and Authorizing the Execution of a Memorandum of Understanding and Authorizing Participation in the Special District Risk Management Authority’s Health Benefits Program

BACKGROUND AND DISCUSSION
At its regular meeting May 25, 2023, the Clean Energy Alliance (CEA) Board approved CEA’s Employee Benefits, which included a provision for health insurance. In addition, as part of its Fiscal Year 2023/24 Budget the addition of full-time staff was approved. Recruitments for the new positions are underway, and it is now appropriate for CEA to select its health insurance provider in anticipation of the impending new hires.

Staff evaluated two options for health insurance provider, including participation in the Special District Risk Management Authority (SDRMA) health benefits program and using a private insurance broker for health insurance.

Through the evaluation process, staff learned that the health insurance rates for employees going through the private insurance broker would be different for each employee based on the demographics of the employees due to CEA’s small employee group. Going through SDRMA, CEA would have the benefit of blended health insurance rates for employees due to the benefit of SDRMA’s larger pool.

Staff prepared a cost analysis of the two options using an assumption of 5 employees, with various family structures, including with a spouse and dependents, spouse with no dependents, single with dependents and single no dependents. The offering of a PPO plan was used for the cost analysis.

The following chart summarizes the results:

October 26, 2023
SDRMA Health Plan

Page 2 of 2 ends

MEDICAL INSURANCE SDRMA Private Broker
Annual Employee out of pocket
(Individual/Family)
$1,600/$4,200 $3,800/$7,600
Est. Monthly Total Premiums – Employees &
Dependents
$14,200 $13,500
DENTAL INSURANCE SDRMA Private Broker
Annual Maximum Benefit $2,000 $2,000
Est. Monthly Total Premiums – Employees &
Dependents
$575 $840
Based on the comparison of the two options, staff recommends participation in the SDRMA health benefits program.

FISCAL IMPACT
CEA’s approved employee benefit plan provides that CEA will pay 100% of premium cost for enrolled employees and 50% for each enrolled dependent. Costs of the premiums are included in CEA’s adopted Fiscal Year 2023/24 budget.

ATTACHMENTS
Resolution No. 2023-010 approving the form of and authorizing the execution of a Memorandum of Understanding and authorizing participation in the Special District Risk Management Authority’s Health Benefits Program.

RESOLUTION NO. 2023-010

A RESOLUTION OF THE OF THE BOARD OF DIRECTORS OF

CLEAN ENERGY ALLIANCE APPROVING THE FORM OF AND AUTHORIZING THE

EXECUTION OF A MEMORANDUM OF UNDERSTANDING AND AUTHORIZING

PARTICIPATION IN THE SPECIAL DISTRICT
RISK MANAGEMENT AUTHORITY’S HEALTH BENEFITS PROGRAM
WHEREAS, Clean Energy Alliance (CEA), is a joint powers authority established on November 4, 2019, and duly organized and existing under the Joint Exercise of Powers Act (Government Code Section 6500 et seq.) and by virtue of the laws of the State of California, has determined that it is in the best interest and to the advantage of CEA to participate in the Health Benefits Program offered by Special District Risk Management Authority (the “Authority”); and WHEREAS, the Authority was formed in 1986 in accordance with the provisions of California Government Code 6500 et seq., for the purpose of providing risk financing, risk management programs and other coverage protection programs; and
WHEREAS, participation in Authority programs requires CEA to execute and enter into a Memorandum of Understanding which states the purpose and participation requirements for the Health Benefits Program; and
WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened, and to have been performed precedent to and in connection with the consummation of the transactions authorized hereby do exist, have happened, and have been performed in regular and due time, form and manner as required by law, and CEA is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such transactions for the purpose, in the manner and upon the terms herein provided.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF CLEAN ENERGY ALLIACE, AS FOLLOWS:

Section 1. Findings. The Clean Energy Alliance’s Governing Body hereby specifically finds and determines that the actions authorized hereby relate to the public affairs of the Clean Energy Alliance.

Section 2. Memorandum of Understanding. The Memorandum of Understanding, to be executed and entered into by and between CEA and the Authority, in the form presented at this meeting and attached as Exhibit A is hereby approved. CEA’s Chief Executive Officer and Interim Chief Financial Officer (“Authorized Officers”) are hereby authorized and directed, for and in the name and on behalf of CEA, to execute and deliver to the Authority the Memorandum of Understanding.

Section 3. Program Participation. CEA’s Governing Body approves participating in the Special District Risk Management Authority’s Health Benefits Program.

Section 4. Other Actions. The Authorized Officers of CEA are each hereby authorized and directed to execute and deliver any and all documents which are necessary in order to Item 4 Attachment
consummate the transactions authorized hereby and all such actions heretofore taken by such officers are hereby ratified, confirmed and approved.

Section 5. Effective Date. This resolution shall take effect immediately upon its passage.

APPROVED AND ADOPTED this 26th day of October 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

David Druker, Chair
ATTEST:

Susan Caputo, Interim Board Secretary

MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING (HEREAFTER “MEMORANDUM”) IS

ENTERED INTO BY AND BETWEEN THE SPECIAL DISTRICT RISK MANAGEMENT AUTHORITY (HEREAFTER “SDRMA”) AND THE CLEAN ENERGY ALLIANCE (HEREAFTER “ENTITY”) WHO IS SIGNATORY TO THIS MEMORANDUM.

WHEREAS, on August 1, 2006, SDRMA was appointed administrator for the purpose of enrolling small public entities into the Public Risk Innovation, Solutions and Management (PRISM) Health and/or Employee Benefits Small Group Program (hereinafter "PROGRAM"); and WHEREAS, the terms and conditions of the PROGRAM as well as benefit coverage, rates, assessments, and premiums are governed by the PRISM Health Committee and/or PRISM Employee Benefits Committee for the PROGRAM (the "COMMITTEE") and not SDRMA; and WHEREAS, ENTITY desires to enroll and participate in the PROGRAM.

NOW THEREFORE, SDRMA and ENTITY agree as follows:

1. PURPOSE. ENTITY is signatory to this MEMORANDUM for the express purpose of enrolling in the PROGRAM.

2. ENTRY INTO PROGRAM. ENTITY shall enroll in the PROGRAM by making application through SDRMA which shall be subject to approval by the PROGRAM's Underwriter and governing documents and in accordance with applicable eligibility guidelines.

3. MAINTENANCE OF EFFORT. PROGRAM is designed to provide an alternative health benefit solution to all participants of the ENTITY including active employees, retired employees (optional), dependents (optional) and public officials (optional). ENTITY public officials may participate in the PROGRAM only if they are currently being covered and their own ENTITY’s enabling act, plans and policies allow it. ENTITY must contribute at least the minimum percentage required by the eligibility requirements

4. PREMIUMS. ENTITY understands that premiums and rates for the PROGRAM are set by the COMMITTEE. ENTITY will remit monthly premiums based upon rates established for each category of participants and the census of covered employees, public officials, dependents and retirees.

Rates for the ENTITY and each category of participant will be determined by the COMMITTEE designated for the PROGRAM based upon advice from its consultants and/or a consulting Benefits Actuary and insurance carriers. In addition, SDRMA adds an administrative fee to premiums and rates for costs associated with administering the PROGRAM. Rates may vary depending upon factors including, but not limited to, Special District Risk Management Authority Page 1:4 Tel 800.537.7790 Fax 916.231.4111
www.sdrma.org
Exhibit A
demographic characteristics, loss experience of all public entities participating in the PROGRAM and differences in benefits provided (plan design), if any.

SDRMA will administrate a billing to ENTITY each month, with payments due by the date specified by SDRMA. Payments received after the specified date will accrue penalties up to and including termination from the PROGRAM. Premiums are based on a full month, and there are no partial months or prorated premiums. Enrollment for mid-year qualifying events and termination of coverage will be made in accordance with the SDRMA Program Administrative Guidelines.

5. BENEFITS. Benefits provided to ENTITY participants shall be as set forth in ENTITY’s Plan Summary for the PROGRAM and as agreed upon between the ENTITY and its recognized employee organizations as applicable. Not all plan offerings will be available to ENTITY, and plans requested by ENTITY must be submitted to PROGRAM underwriter for approval.

6. COVERAGE DOCUMENTS. Except as otherwise provided herein, coverage documents from each carrier outlining the coverage provided, including terms and conditions of coverage, are controlling with respect to the coverage of the PROGRAM and will be provided by SDRMA to each ENTITY. SDRMA will provide each ENTITY with additional documentation, defined as the SDRMA Program Administrative Guidelines which provide further details on administration of the PROGRAM.

7. PROGRAM FUNDING. It is the intent of this MEMORANDUM to provide for a fully funded PROGRAM by any or all of the following: pooling risk; purchasing individual stop loss coverage to protect the pool from large claims; and purchasing aggregate stop loss coverage.

8. ASSESSMENTS. Should the PROGRAM not be adequately funded for any reason, pro-rata assessments to the ENTITY may be utilized to ensure the approved funding level for applicable policy periods. Any assessments which are deemed necessary to ensure approved funding levels shall be made upon the determination and approval of the COMMITTEE in accordance with the following:
a. Assessments/dividends will be used sparingly. Generally, any over/under funding will be factored into renewal rates.
b. If a dividend/assessment is declared, allocation will be based upon each ENTITY’S proportional share of total premiums paid for the preceding 3 years. An ENTITY must be a current participant to receive a dividend, except upon termination of the PROGRAM and distribution of assets.

Special District Risk Management Authority Page 2:4 Tel 800.537.7790 Fax 916.231.4111
www.sdrma.org
"Exhibit A"
c. ENTITY will be liable for assessments for 12 months following withdrawal from the PROGRAM.
d. Fund equity will be evaluated on a total PROGRAM-wide basis as opposed to each year standing on its own.

9. WITHDRAWAL. ENTITY may withdraw subject to the following condition: ENTITY shall notify SDRMA and the PROGRAM in writing of its intent to withdraw at least 90 days prior to their requested withdrawal date. ENTITY may rescind its notice of intent to withdraw. Once ENTITY withdraws from the PROGRAM, there is a 3-year waiting period to come back into the PROGRAM, and the ENTITY will be subject to underwriting approval again.

10. LIAISON WITH SDRMA. Each ENTITY shall maintain staff to act as liaison with SDRMA and between the ENTITY and SDRMA’S designated PROGRAM representative.

11. GOVERNING LAW. This MEMORANDUM shall be governed in accordance with the laws of the State of California.

12. VENUE. Venue for any dispute or enforcement shall be in Sacramento, California.

13. ATTORNEY FEES. The prevailing party in any dispute shall be entitled to an award of reasonable attorney fees.

14. COMPLETE AGREEMENT. This MEMORANDUM together with the related PROGRAM documents constitutes the full and complete agreement of the ENTITY.

15. SEVERABILITY. Should any provision of this MEMORANDUM be judicially determined to be void or unenforceable, such determination shall not affect any remaining provision.

16. AMENDMENT OF MEMORANDUM. This MEMORANDUM may be amended by the SDRMA Board of Directors and such amendments are subject to approval of ENTITY’S designated representative, or alternate, who shall have authority to execute this MEMORANDUM.

Any ENTITY who fails or refuses to execute an amendment to this MEMORANDUM shall be deemed to have withdrawn from the PROGRAM on the next annual renewal date.

17. EFFECTIVE DATE. This MEMORANDUM shall become effective on the later of the first date of coverage for the ENTITY or the date of signing of this MEMORANDUM by the Chief Executive Officer or Board President of SDRMA.

18. EXECUTION IN COUNTERPARTS. This MEMORANDUM may be executed in several counterparts, each of which shall be an original, all of which shall constitute but one and the same instrument.

Special District Risk Management Authority Page 3:4 Tel 800.537.7790 Fax 916.231.4111
www.sdrma.org
"Exhibit A"
In Witness Whereof, the undersigned have executed the MEMORANDUM as of the date set forth below.

Dated: By:

Special District Risk
Management Authority
Dated: By:

Clean Energy Alliance
Special District Risk Management Authority Page 4:4 Tel 800.537.7790 Fax 916.231.4111
www.sdrma.org
"Exhibit A"
Staff Report
DATE: October 26, 2023
TO: Clean Energy Alliance Board of Directors
FROM: Barbara Boswell, Chief Executive Officer
ITEM 5: Consider Approval of 11-Year Power Purchase Agreements with Edwards Solar 1A Group 2 Opco, LLC and Edwards Solar 1A Group 3 Opco, LLC for Resource Adequacy in Satisfaction of a Portion of Clean Energy Alliance’s Mid-Term Reliability Requirements

RECOMMENDATION
Approve 11-Year Power Purchase Agreements for Resource Adequacy with Edwards Solar 1A Group 2 Opco, LLC in an amount not to exceed $12,455,520 and Edwards Solar 1A Group 3 Opco, LLC in an amount not to exceed $1,848,000 in satisfaction of a portion of Clean Energy Alliance’s Mid-Term Reliability Requirements. Authorize the Chief Executive Officer to execute all documents, substantially as to form of attached, subject to Transactions Attorney approval.

BACKGROUND AND DISCUSSION
At its September 28, 2023 regular meeting, the Clean Energy Alliance (CEA) Board approved an 11-year power purchase agreement with Edwards Solar 1A. Subsequent to the Board action, it was determined that two agreements were needed, as there are two projects that are delivering the product each with its own business name. The terms, including price, length and quantity remain the same.

California Public Utilities Commission (CPUC) Decision 21-06-035 required all load serving entities, including community choice aggregators, to procure additional resources for replacement of Diablo Canyon, among other requirements. The CPUC Decision requires:
• The Project is not on the baseline list of resources published by the CPUC on August 24, 2021;
• Project online by 8/1/2023, 6/1/2024, 6/1/2025 or 6/1/2026, with a preference for an earlier date;
• Available for a term of at least 10 years;
• Must be non-fossil fueled;
• Requires new build baseload renewable energy which is either geothermal or biomass.

Pursuant to the Decision, CEA has participated in several solicitations and bilateral agreement negotiations. Through these processes, CEA identified the Edwards Solar 1A Group 2 and Edwards Solar 1A Group 3 projects as a projects that meet the procurement requirements as established by the CPUC October 26, 2023
Mid-Term Reliability

Page 2 of 2 ends

Midterm Reliability Procurement requirement. The terms of the proposed agreements are for a period of eleven (11) years, to begin delivering January 1, 2024, for a total amount not to exceed $14,303,520.

Staff recommends the Board authorize the Chief Executive Officer to execute the final agreements, subject to the Transactions Attorney approval.

FISCAL IMPACT
The costs related to the procurement have been factored into the financial pro-forma.

ATTACHMENTS
Redacted Draft Power Purchase Agreement with Edwards Solar 1A Group 2 Opco, LLC Redacted Draft Power Purchase Agreement with Edwards Solar 1A Group 3 Opco, LLC

EXECUTION VERSION
OCTOBER 11, 2023
1 RESOURCE ADEQUACY CONFIRMATION LETTER
This confirmation letter (“Confirmation”) confirms the transaction agreed to as of the last dated signature on the signature page hereto (the “Confirmation Date”), between Clean Energy Alliance, a California joint powers authority, and ES 1A Group 2 Opco, LLC, a Delaware limited liability company, by which Seller agrees to sell and deliver, and Buyer agrees to purchase and receive, the Product (“the Transaction”). This Confirmation is governed by Master Power Purchase and Sale Agreement (version 2.1., modified 4/25/00), as published by the Edison Electric Institute (the “EEI Form”) as modified by the Cover Sheet in Annex A attached hereto and incorporated by reference (collectively, the “Master Agreement”), all of which form a part of this Agreement. All provisions contained in or incorporated by reference in the EEI Form will govern this Agreement except as expressly modified herein or in Annex A, as if the Parties had executed such an agreement based on the EEI Form (as if modifications or elections specified in the Annex A were made on the Cover Sheet); provided, however, that the Parties acknowledge and agree that the Collateral Annex is not a part of and is not applicable to this Agreement. This Transaction shall constitute a “Transaction” under the Master Agreement. The Master Agreement and this Confirmation shall be collectively referred to herein as the “Agreement”. In the event of any inconsistency between the provisions of the Master Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. Capitalized terms not otherwise defined in this Confirmation or the Master Agreement are defined in the Tariff. References to Sections are references to Sections of this Confirmation unless otherwise stated.

ARTICLE 1

TRANSACTION TERMS
Buyer: Clean Energy Alliance
Seller: ES 1A Group 2 Opco, LLC
Product, Delivery Period, Quantity, Contract Price and other specifics of the Product are in Appendix B. Appendices A and B are incorporated into this Confirmation.

ARTICLE 2

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Sale and Delivery of Product
(a) For each Showing Month of the Delivery Period, Seller will sell and deliver to Buyer, and Buyer will purchase and receive from Seller, the Expected Quantity of the Product from the Shown Unit(s), where “Expected Quantity” is the Quantity less any excused deductions to the Quantity for Force Majeure and/or for excused reductions in Unit NQC for which Seller has provided notice pursuant to Section

2.1(h) and/or for excused reductions in Unit EFC for which Seller has provided notice pursuant to Section 2.1(i).

Item 5 Attachment A

EXECUTION VERSION
OCTOBER 11, 2023
2 (b) Seller will deliver the Product by submitting to CAISO in its Supply Plan the Shown Unit(s) and the applicable characteristics of the Shown Unit(s) and Product for Buyer, as further specified in Appendix B, all in compliance with this Confirmation.
(c) Seller will cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the Tariff. Seller will submit, or cause the Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Buyer for each Showing Month of the Delivery Period. The total amount of Product identified and confirmed for each day of such Showing Month will equal the Expected Quantity.
(d) Seller may sell and deliver from a Shown Unit. In no event shall a Shown Unit utilize coal or coal materials as a source of fuel. Seller will identify the Shown Unit(s) and Expected Quantity for a Showing Month by providing Buyer with the specific Unit information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month.
(e) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Expected Quantity for the Shown Unit in any Showing Month, the Parties will confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month. (f) The Product is delivered and received when the CIRA Tool shows the Supply Plan accepted for the Product from the Shown Unit by CAISO or Seller complies with Buyer’s instruction to withhold all or part of the Expected Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period. Seller has failed to deliver the Product if Seller fails to submit a Supply Plan for the volume of Expected Quantity for any Showing Month in such amount as instructed by Buyer (but not to exceed the Expected Quantity) for the applicable Showing Month.

Buyer will have received the Product if (i) Seller’s Supply Plan is accepted by the CAISO for the applicable Showing Month or (ii) Seller complies with Buyer’s instruction to withhold all or part of the Expected Quantity from Seller’s Supply Plan for the applicable Showing Month. Seller will not have failed to deliver the Product if Buyer fails or chooses not to submit the Shown Unit and the Product in its Resource Adequacy Plan with the CPUC or CAISO.
(g) [Reserved].
(h) Excused Reductions in Unit NQC: Seller’s obligation to deliver any of the Quantity during the Delivery Period will be excused if a Unit described in Appendix B experiences a reduction in Unit NQC after the Confirmation Date as determined by CAISO and Seller has provided notice of such reduction to Buyer by the

EXECUTION VERSION
OCTOBER 11, 2023
3 Notification Deadline for the applicable Showing Month. The extent to which Seller’s obligation to deliver is excused will equal (i) the Quantity multiplied by (ii) the total amount (in MW) by which the Unit NQC was reduced since the Confirmation Date, divided by (iii) the Unit NQC as of the Confirmation Date. If a Unit described in Appendix B experiences such a reduction in Unit NQC, then Seller may, but is not obligated to, provide the applicable part of the Quantity from any Shown Unit.
(i) Excused Reductions in Unit EFC: Seller’s obligation to deliver any of the Quantity during the Delivery Period will be excused if a Unit described in Appendix B experiences a reduction in Unit EFC after the Confirmation Date for such Unit as determined by CAISO and Seller has provided notice of such reduction to Buyer by the Notification Deadline for the applicable Showing Month. The extent to which Seller’s obligation to deliver is excused will equal (i) the Quantity multiplied by (ii) the total amount (in MW) by which the Unit EFC was reduced since the Confirmation Date, divided by (iii) the Unit EFC as of the Confirmation Date. If a Unit described in Appendix B experiences such a reduction in Unit EFC, then Seller may, but is not obligated to, provide the applicable part of the Quantity from any Shown Unit.
(j) Change in RA Requirements: If, after the Confirmation Date, the CAISO or the CPUC (i) replaces NQC as the value utilized to measure the qualifying capacity of a Unit described in Appendix B that can be applied toward compliance with RAR, or (ii) otherwise changes the methodology for calculating the Unit NQC or the applicable successor value such that the Unit NQC or applicable successor value of a Unit described in Appendix B would be reduced (each a “Change in RA Requirements”), then from and after each such Change in RA Requirements (A) Seller will provide notice to Buyer stating the equivalent amount of qualifying capacity of a Unit described in Appendix B (or, if such Unit is registered with CAISO as a Hybrid Resource at such time, the portion of such equivalent amount of qualifying capacity that is attributable to the battery energy storage system component of such Unit) that can be applied toward compliance with RAR following the Change in RA Requirements (the “Compliance Adjusted Unit NQC”), and (B) Seller will be excused from delivering the portion of the Quantity equal to (I) the Quantity, multiplied by (II) the difference between the Unit NQC as calculated under the CPUC and CAISO resource adequacy counting rules as of the Confirmation Date, minus the Compliance Adjusted Unit NQC applicable after the Change in RA Requirements, divided by (III) the Unit NQC as calculated under the CPUC and CAISO resource adequacy counting rules as of the Confirmation Date.

2.2 Buyer’s Remedies for Seller’s Failure to Deliver Expected Quantity (a) If Seller fails to deliver any part of the Expected Quantity as required herein for any Showing Month and such failure is not excused under the terms of the Agreement (“Shortfall Quantity”), then Seller is liable for damages pursuant to Section 4.1 of

EXECUTION VERSION
OCTOBER 11, 2023
4 the Master Agreement. Buyer will use commercially reasonable efforts to purchase replacement Capacity Attributes comparable to the Product to replace the Shortfall Quantity.
(b) Seller agrees to indemnify, defend and hold harmless Buyer from any penalties, fines or costs assessed against Buyer by the CPUC, CAISO or other Governmental Body resulting from Seller’s unexcused failure to deliver the Product. The Parties will use commercially reasonable efforts to minimize such penalties, fines or costs; provided, that in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines or costs. Seller will have no obligation to Buyer under this Section 2.2(b) in respect of the portion of the Expected Quantity for any portion of the Delivery Period for which Seller has paid damages pursuant to Section 2.2(a) of this Confirmation and Section 4.1 of the Master Agreement. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse Buyer for those penalties, fines or costs, then, without prejudice to its other rights and remedies, Buyer may setoff and recoup those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation or the Master Agreement.

2.3 Buyer’s Re-Sale of Product
(a) Buyer may re-sell all or part of the Product; provided that any such re-sale will not relieve Buyer of any of its obligations under this Agreement and any such re-sale must not increase Seller’s obligations hereunder other than as set forth in this Section 2.3(a). For any such a resale, Resource Adequacy Plan of Buyer as used herein will refer to the Resource Adequacy Plan of Subsequent Buyer. Seller will, or will cause the Unit’s SC, to follow Buyer’s instructions with respect to providing such resold Product to Subsequent Buyers, to the extent such instructions are consistent with Seller’s obligations under this Confirmation. Seller will, and will cause the Unit’s SC, to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Buyers to use such resold Product in a manner consistent with Buyer’s rights under this Confirmation. If Buyer incurs any liability to a Subsequent Buyer due to the failure of Seller or the Unit’s SC to comply with this Confirmation, Seller will be liable to Buyer for the same amounts Seller would have owed Buyer under this Confirmation if Buyer had not resold the Product.
(b) Buyer will notify Seller in writing of any resale of Product and the Subsequent Buyer no later than five (5) Business Days before the Notification Deadline for the Showing Month for which Buyer has resold the Product. Buyer will notify Seller of any subsequent changes or further resales no later than five (5) Business Days before the Notification Deadline for the Showing Month for which Buyer has resold the Product.

EXECUTION VERSION
OCTOBER 11, 2023
5 2.4 Seller’s Remedies for Buyer’s Failure to Receive Expected Quantity If Buyer fails to receive any part of the Expected Quantity as required herein for any Showing Month, and such failure is not excused under the terms of the Agreement, then Buyer is liable for damages pursuant to Section 4.2 of the Master Agreement. If Buyer resells any portion of the Product to a Subsequent Buyer and that Subsequent Buyer fails to receive any portion of the resold Product, such failure will be deemed a failure of Buyer to receive the Product hereunder, and Buyer is liable for damages pursuant to Section 4.2 of the Master Agreement.

ARTICLE 3

PAYMENTS

3.1 Payment
Buyer shall pay for the Product as provided in Article Six of the Master Agreement and this Confirmation. Buyer shall make a Monthly RA Capacity Payment to Seller for each Unit by the later of (a) ten (10) Calendar Days after Buyer’s receipt of Seller’s invoice (which may be given upon the first day of the Showing Month) and (b) the twentieth (20th) of the Showing Month, or if the twentieth (20th) is not a Business Day the next following Business Day. The “Monthly RA Capacity Payment” shall equal the product of (i) the applicable Contract Price for that Showing Month, (ii) the Expected Quantity for the Showing Month and (iii) 1,000, rounded to the nearest penny (i.e., two decimal places); provided, however, that (A) the Expected Quantity in clause (ii) of the Monthly RA Capacity Payment formula shall be reduced by the portion, if any, of Expected Quantity for the Showing Month that was not delivered in accordance with Section 2.1 for such Showing Month, and (B) following a Change in RA Requirements, the Expected Quantity of Product delivered in accordance with Section 2.1 for each Showing Month thereafter shall be multiplied by the Compliance Adjustment Factor for purposes of calculating the Monthly RA Capacity Payment pursuant to this Section 3.1.

3.2 Allocation of Other Payments and Costs
(a) Seller will receive and is entitled to retain any revenues from, and must pay all costs charged by, CAISO or any other third party with respect to the Unit(s) for (i) start-up, shutdown, and minimum load costs, (ii) capacity for ancillary services, (iii) energy sales, (iv) flexible ramping product, or (v) black start or reactive power services. Buyer must promptly report receipt of any such revenues to Seller. Buyer must pay to Seller any such amounts described in this Section 3.2(a) received by Buyer or its SC or a Subsequent Buyer or its SC. Without prejudice to its other rights and remedies, Seller may setoff and recoup any such amounts that are not paid to it against any amounts owed to Buyer under the Master Agreement. (b) Buyer is to receive and retain all revenues associated with the Expected Quantity of Product during the Delivery Period, including any capacity and availability revenues from the Capacity Procurement Mechanism, or its successor, RUC Availability Payments, or its successor, but excluding payments described in Section 3.2(a)(i)-(v) or 3.2(d). Seller must promptly report receipt of any such

EXECUTION VERSION
OCTOBER 11, 2023
6 revenues to Buyer. Seller must pay to Buyer any such amounts received by Seller, or a Unit’s SC, owner, or operator. Without prejudice to its other rights, Buyer may set off and recoup any such amounts that are not paid to it against amounts owed to Seller under the Master Agreement.
(c) If CAISO designates any part of the Expected Quantity as Capacity Procurement Mechanism Capacity, then Seller will, or will cause the Unit’s SC to, within one Business Day of the time Seller receives notification from CAISO, notify Buyer and, to the extent permitted under the Tariff, not accept any such designation by CAISO unless and until Buyer has agreed to accept such designation. (d) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay.

ARTICLE 4

OTHER BUYER AND SELLER COVENANTS

4.1 CAISO Requirements
Seller must schedule or cause the Unit’s SC to schedule or make available to CAISO the Expected Quantity of the Product during the Delivery Period, in compliance with the Tariff, and perform all, or cause the Unit’s SC, owner, or operator to perform all, obligations under applicable law and the Tariff relating to the Product. Buyer is not liable for the failure of Seller or the Unit’s SC, owner, or operator to comply with the Tariff, and for any penalties, fines or costs imposed on Seller or the Unit’s SC, owner, or operator for such noncompliance.

4.2 Seller’s and Buyer’s Duties to Take Actions to Allow Product Utilization Throughout the Delivery Period, Buyer and Seller will take all commercially reasonable actions and execute all documents or instruments reasonably necessary to ensure Buyer’s rights to the Expected Quantity of the Product for the sole benefit of Buyer or any Subsequent Buyer. If necessary, the Parties further agree to negotiate in good faith to amend this Confirmation to conform this Transaction to subsequent clarifications, revisions, or decisions rendered by CAISO or an applicable Governmental Body to maintain the balance of benefits and burdens of the Transaction as of the Confirmation Date.

4.3 Seller’s Representations and Warranties
Seller represents and warrants to Buyer throughout the Delivery Period that:
(a) no part of the Expected Quantity of the Product during the Delivery Period has been committed by Seller to any third party to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets; (b) the Unit qualifies under the Tariff for the Product;

EXECUTION VERSION
OCTOBER 11, 2023
7 (c) the aggregation of all amounts of Capacity Attributes that Seller has sold, assigned, or transferred for the Unit in respect of each Showing Month of the Delivery Period does not exceed the NQC for that Unit during the applicable Showing Month of the Delivery Period;
(d) if applicable, Seller has notified either the Unit’s SC or the entity from which Seller purchased the Product that Seller has transferred the Expected Quantity of Product for the Delivery Period to Buyer; and
(e) Seller has notified or will notify the Unit’s SC that Buyer is entitled to the revenues set forth in Section 3.2(b) and that such SC is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the amount of those revenues.

4.4 CPUC Mid-Term Reliability Requirements.
(a) The Parties acknowledge that Buyer intends to apply the Product purchased under this Agreement towards a portion of its obligations to procure capacity to meet mid-term reliability requirements specified by the CPUC in CPUC Decision 21-06-035. Seller represents and warrants to Buyer that:
i. as of the Confirmation Date, the Unit described in Appendix B is not on the baseline list of resources published by the CPUC on August 24, 2021, which, as of the Confirmation Date, is available at:
https://www.cpuc.ca.gov/-/media/cpuc-website/divisions/energy-division/documents/integrated-resource-plan-and-long-term-procurement-plan-irp-ltpp/d2106035 baseline gen list.xlsx; ii. The Product includes the exclusive right to claim the Quantity of the Product from the Unit described in Appendix B as an incremental resource for purposes of CPUC Decision 21-06-035; and
iii. Seller has not and will not sell, assign or transfer the right to claim procurement of the Quantity of the Product from the Unit described in Appendix B as an incremental resource for purposes of CPUC Decision 21-06-035 during the Delivery Term to any other person or entity.
(b) Seller will provide additional information and documentation reasonably requested by Buyer that is available to Seller and not already separately available to Buyer and is necessary to enable Buyer to demonstrate that the Quantity of the Product from the Unit described in Appendix B meets the procurement mandates set forth in CPUC Decision 21-06-035.
(c) Buyer (i) represents and warrants to Seller that Buyer will not report to the CPUC or any Governmental Body or otherwise claim that it is entitled to any capacity from the Unit described in Appendix B for purposes of CPUC Decision 21-06-

EXECUTION VERSION
OCTOBER 11, 2023
8 035 in excess of the Quantity of the Product from the Unit described in Appendix B (“Excess IRP Attributes”), and (ii) acknowledges and agrees that Seller may retain any Excess IRP Attributes for its own benefit or sell any Excess IRP Attributes to one or more third parties and retain all associated revenue free and clear of any claim by Buyer.

ARTICLE 5
ADDITIONAL MASTER AGREEMENT AMENDMENTS; GENERAL PROVISIONS

5.1 Termination Payment
Notwithstanding anything to the contrary in this Agreement, Seller’s aggregate liability to Buyer for any Events of Default of Seller hereunder, including without limitation, any Termination Payment due to Buyer as a result of such Events of Default, shall not exceed .

5.2 Confidentiality
Notwithstanding Section 10.11 of the Master Agreement, (i) Buyer may disclose information in order to support its Compliance Showings or otherwise show it has met its Compliance Obligations; (ii) Seller may disclose information to a Unit’s SC or as necessary for Supply Plans; (iii) each Party may disclose information to the independent evaluator or other administrator of any competitive solicitation process of Buyer, which in turn may disclose such information to CAISO or any Governmental Body; and (iv) Buyer may disclose information (excluding pricing to any Subsequent Buyer.

5.3 Dodd-Frank Act
Each Party represents and warrants to the other that it is an “eligible commercial entity” and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(17) and 1a(18), respectively. Without limiting Section 10.10 of the Master Agreement, the Parties intend this Transaction to be a “customary commercial arrangement” as described in Section II.A.1 of Commodity Futures Trading Commission, Proposed Guidance, Certain Natural Gas and Electric Power Contracts, 81 Fed. Reg. 20583 at 20586 (Apr. 8, 2016) and a “Forward Capacity Transaction” within the meaning of Commodity Futures Trading Commission, Final Order in Response to a Petition From Certain Independent System Operators and Regional Transmission Organizations To Exempt Specified Transactions Authorized by a Tariff or Protocol Approved by the Federal Energy Regulatory Commission, 78 Fed. Reg. 19,880 (Apr. 2, 2013).

5.4 Governing Law
This Confirmation and any portion of the Master Agreement applicable to this Transaction 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.

EXECUTION VERSION
OCTOBER 11, 2023
9 ARTICLE 6

COLLATERAL REQUIREMENTS

6.1 Seller Collateral
To secure its obligations under this Agreement, Seller shall deliver Seller Performance Security to Buyer within thirty (30) days after the Confirmation Date. “Seller Performance Security” means (i) cash or (ii) Letter of Credit in the amount o
Promptly following the end
of the Delivery Period, Buyer shall promptly return to Seller the unused portion of the Seller Performance Security, subject to any draws made by Buyer in accordance with this Confirmation, upon Seller’s written request.

6.2 Buyer Collateral
Buyer is not required to post any credit support for this Transaction.

ARTICLE 7

ASSIGNMENT FOR FINANCING
Neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, (a) Seller may, without the prior written consent of Buyer, transfer or assign this Agreement to an Affiliate of Seller, and (b) Seller shall have the right at any time and from time to time to create or provide for a security interest in, or convey in trust its respective rights, titles and interests in this Agreement to a lender, mortgagee, or trustee under deeds of trust, mortgages or indentures, or to secured parties under a security agreement as security for its present or future bonds or other obligations or securities, or to any lender(s), lessor(s) or tax equity investor(s) and other parties providing any financing or refinancing and any successor(s) or assigns thereto (“Secured Party”) with respect to any Unit described in Appendix B to the Confirmation, without the consent of Buyer, and without such Secured Party assuming or becoming in any respect obligated to perform any of the obligations of the Parties hereto. Any such Secured Party and any successor thereof by action of law or otherwise, and any purchaser, transferee or assignee of any thereof may, without need for the prior consent of the other Party, succeed to and acquire all the rights, titles and interests of Seller in this Agreement, and may foreclose upon said rights, titles and interests of Seller, provided any such Secured Party and any successor thereof by action of law or otherwise, and any purchaser, transferee or assignee of any thereof has agreed in writing to be bound by this Agreement and shall have complied with the obligations of Seller to provide Seller Performance Security hereunder. Upon the written request of Seller, Buyer shall execute, or arrange for the delivery of, such consents, estoppels and other documents as may be reasonably necessary in order for Seller to consummate any financing or refinancing of any Unit described in Appendix B to the Confirmation or any part thereof, including a form of financing party consent and agreement, each of which documents and instruments shall be in form and substance reasonably acceptable to Buyer and Seller shall agree to pay for the reasonable third party legal review expenses of Buyer in compliance with such requests.

EXECUTION VERSION
OCTOBER 11, 2023
10 AGREED AS OF THE CONFIRMATION DATE:

ES 1A GROUP 2 OPCO, LLC
By:

Name: Don Vawter
Title: Vice President
Date:

CLEAN ENERGY ALLIANCE
By:

Name:

Title:

Date:

EXECUTION VERSION
OCTOBER 11, 2023
11 APPENDIX A

DEFINED TERMS
“CAISO” means the California Independent System Operator Corporation or any successor entity performing substantially the same functions.
“Capacity Attributes” means attributes of the Unit that may be counted toward Compliance Obligations, including: flexibility, dispatchability, physical location or point of electrical interconnection of the Unit; Unit ability to generate at a given capacity level, provide ancillary services, or ramp up or down at a given rate; any current or future defined characteristics, certificates, tags, credits, or accounting constructs of the Unit, howsoever entitled, identified from time to time by the CAISO or a Governmental Body having jurisdiction over Compliance Obligations.
“Change in RA Requirements” has the meaning set forth in Section 2.1(j). “CIRA Tool” means the CAISO Customer Interface for Resource Adequacy. “Co-Located Resource” has the meaning set forth in the Tariff. “Compliance Adjustment Factor” means a ratio, the numerator of which is the aggregate Unit NQC value of the Unit(s) described in Appendix B as calculated under the CPUC and CAISO resource adequacy counting rules as of the Confirmation Date, and the denominator of which is the aggregate Compliance Adjusted Unit NQC of the Unit(s) described in Appendix B. “Compliance Adjusted Unit NQC” has the meaning set forth in Section 2.1(j). “Compliance Obligations” means, as applicable based on the Product specifications, RAR, Local RAR and FCR.
“Compliance Showings” means the applicable LSE’s compliance with the resource adequacy requirements of the CPUC for an applicable Showing Month. “CPUC” means the California Public Utilities Commission. “CPUC Decisions” means any currently effective or future decisions, resolutions, or rulings related to resource adequacy issued by the CPUC.
“Delivery Period” has the meaning set forth in Appendix B. “Effective Flexible Capacity” or “EFC” has the meaning set forth in the Tariff. “FCR” means the flexible capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, the CAISO pursuant to the Tariff, or other Governmental Body having jurisdiction over Compliance Obligations and includes any non-binding advisory showing which an LSE is required to make with respect to flexible capacity.

EXECUTION VERSION
OCTOBER 11, 2023
12 “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Hybrid Resource” has the meaning set forth in the Tariff. “Initial Unit EFC” means, for each Unit described in Appendix B, the initial Effective Flexible Capacity for such Unit as set by CAISO as of the Confirmation Date. “Initial Unit NQC” means, for each Unit described in Appendix B, the initial Net Qualifying Capacity for such Unit as set by CAISO as of the Confirmation Date. “Local RAR” means the local resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations.
“LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “MW” means megawatt.
“Net Qualifying Capacity” or “NQC” has the meaning set forth in the Tariff. “Notification Deadline” is fifteen (15) Business Days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month. “Product” means Capacity Attributes applicable to compliance with RAR and FCR from Units that meet the specifications contained in the “Product” section of Appendix B. “RAR” means the resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations, but excluding Local RAR and FCR. “SC” means Scheduling Coordinator as defined in the Tariff. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.
“Shown Unit” means one or more of the Units specified by Seller in a Supply Plan. “Subsequent Buyer” means the buyer of Product from Buyer in a re-sale of Product by Buyer. “Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time.

EXECUTION VERSION
OCTOBER 11, 2023
13 “Unit” means any generation unit described in Appendix B. “Unit EFC” means Unit Effective Flexible Capacity and is, for a given date of determination, the lesser of the Initial Unit EFC as set by CAISO as of the Confirmation Date and the Effective Flexible Capacity of the Unit as set by CAISO on such date of determination. If such Unit is registered with CAISO as a Hybrid Resource as of the date of determination, then the Unit EFC will be the portion of the Effective Flexible Capacity of such Unit on such date of determination that is attributable to the battery energy storage system component of such Unit. “Unit NQC” means Unit Net Qualifying Capacity and is, for a given date of determination, the lesser of the Initial Unit NQC as set by CAISO as of the Confirmation Date and the Net Qualifying Capacity of the Unit as set by CAISO on such date of determination. If such Unit is registered with CAISO as a Hybrid Resource as of the date of determination, then the Unit NQC will be the portion of the Net Qualifying Capacity of such Unit on such date of determination that is attributable to the battery energy storage system component of such Unit.

16 Capacity Area (CAISO System, Fresno,
Sierra, Kern, LA Basin, Bay Area,
Stockton, Big Creek-Ventura, NCNB, San
Diego-IV or Humboldt )
Kern
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4*
* If the Resource Category or Minimum Qualified Flexible Capacity Category definition or eligibility criteria are modified by the CPUC, the CAISO or other Governmental Body having jurisdiction over Compliance Obligations, Seller will provide attributes in the category that the Unit described in Appendix B is eligible to provide without requiring a reduction in Unit NQC or Unit EFC or the portion of the Unit NQC or Unit EFC that can be shown in the Supply Plan for such Unit.
** The information set forth in this table reflects the Storage Facility only.

A-1

ANNEX A

MASTER POWER PURCHASE AND SALE AGREEMENT

COVER SHEET
This Master Power Purchase and Sale Agreement (Version 2.1; modified 04/25/00) (“Master Agreement”) is made as of the Confirmation Date (“Effective Date”). The Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions shall be referred to as the “Agreement.” The Parties to this Master Agreement are the following:

Name: ES 1A Group 2 Opco, LLC (“Party A”) Name: Clean Energy Alliance, a California joint powers authority (“CEA” or “Party B”)
All Notices: All Notices:

Street: 437 Madison Avenue, Suite A
City: New York, NY Zip: 10022
Attn: Business Management
Phone: 646-829-3910
Facsimile: 646-829-3901
Duns: to be provided by Party A
Federal Tax ID Number: 47-4807929
5857 Owens Ave, Suite 2023
Carlsbad, CA 92008
Attn: Chief Executive Officer
Phone: (760) 209-6177
Email: [email protected]
Duns: 117585162
Federal Tax ID Number: 84-3839142
Invoices:

Attn: Accounts Payable
Phone: 661-822-2458
Facsimile: 661-822-2401
Confirmations:

Attn: Barbara Boswell, CEO
Phone: (760) 209-6177
Email: [email protected]
Scheduling:

Attn: Operations 24/7 Desk
Phone: 646-829-3957
Facsimile: 661-822-2401
Scheduling:

Attn: Jaclyn Harr, The Energy Authority
Phone: (408) 306-0432
Email: [email protected]
Payments:

Attn: Treasury Department
Phone: 646-829-3920
Facsimile: 646-829-3901
Payments:

Attn: Andy Stern, Chief Financial Officer
Phone: (760) 209-6177
Email: [email protected]
Wire Transfer:

To be updated
Wire Transfer:

BNK: River City Bank
ABA: 121133416
ACCT: 7714609947
Credit and Collections:

Attn: Treasury Department
Phone: 646-829-3920
Facsimile: 646-829-3901
Credit and Collections:

Attn: Andy Stern, Chief Financial Officer
Phone: (760) 209-6177
Email: [email protected]
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With additional Notices of an Event of Default
or Potential Event of Default to:

Attn: General Counsel
Phone: 646-829-3908
Facsimile: 646-829-3901
With additional Notices of an Event of Default
or Potential Event of Default to:

Attn: General Counsel
Phone: (619) 814-5813
The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions:

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

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

Article Five Cross Default for Party A: N/A
Events of Default; Remedies Party A: Cross Default Amount Other Entity:______________ Cross Default Amount $
Cross Default for Party B: N/A
Party B: Cross Default Amount $
Other Entity: Cross Default Amount

5.6 Closeout Setoff:
 Option A (Applicable if no other selection is made.)
Option B
Option C (No Setoff)
Article Eight 8.1 Party A Credit Protection:

Credit and Collateral Requirements (a) Financial Information:

Option A
Option B Specify: ________________
 Option C Specify: None
(b) Credit Assurances:
 Not Applicable
Applicable
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(c) Collateral Threshold:
 Not Applicable
Applicable
(d) Downgrade Event:
 Not Applicable
Applicable
If applicable, complete the following:

It shall be a Downgrade Event for Party B if Party B’s
Credit Rating falls below __________ from S&P or
__________ from Moody’s or if Party B is not rated
by either S&P or Moody’s
Other:

Specify:
(e) Guarantor for Party B: N/A
Guarantee Amount: N/A

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

Option A
Option B Specify: ___________
 Option C Specify: None
(b) Credit Assurances:
 Not Applicable
Applicable
(c) Collateral Threshold:
 Not Applicable
Applicable
(d) Downgrade Event:
 Not Applicable
Applicable
If applicable, complete the following:

It shall be a Downgrade Event for Party A if Party A’s
Credit Rating falls below __________ from S&P or
__________ from Moody’s or if Party A is not rated
by either S&P or Moody’s
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Other:

Specify:
(e) Guarantor for Party A: N/A
Guarantee Amount: N/A
Article Ten
Confidentiality  Confidentiality Applicable If not checked, inapplicable.

Schedule M
Party A is a Governmental Entity or Public Power System  Party B is a Governmental Entity or Public Power System  Add Section 3.6. If not checked, inapplicable
 Add Section 8.4. If not checked, inapplicable
Other Changes:
1) In Section 1.3, insert the phrase “and, in the case of any such petition instituted or presented against it, that petition remains undismissed and unstayed for a period of ninety (90) days” at the end of clause “(i)”.
2) Section 1.4 is amended by deleting the first sentence and replacing it to read as follows: “Business Day” means any day except a Saturday, Sunday, the Friday immediately following the Thanksgiving holiday or a Federal Reserve Holiday.
3) In Section 1.12, (a) delete the word “issues” in the fourth line and replace it with “issuers” and (b) insert “and if such ratings are different, the lowest of such ratings shall apply” after the word “Sheet” in the last line.
4) Section 1.23 is amended by inserting in the thirteenth line thereof before the phrase “foregoing factors” the word “two.”
5) Section 1.24 is amended by adding before the period at the end thereof the following: “in accordance with Section 5.2”.
6) A new Section 1.26A is added as follows:
“1.26A “Joint Powers Agreement” means the Joint Powers Agreement, effective as of November 4, 2019, as amended, providing for the formation of Party B, as such agreement may be further amended or amended and restated.”
7) Section 1.27 is amended by deleting the phrase “or a foreign bank with a U.S. branch” and replacing it with the phrase “or a U.S. branch of a foreign bank.”
8) Section 1.46 is deleted in its entirety.
9) In Section 1.50, delete the reference to “Section 2.4” and replace it with “Section 2.5”. 10) Section 1.51 is amended by (i) inserting the phrase “for delivery” in the second line after the word “purchases” and before the phrase “at the Delivery Point” and (ii) deleting the phrase “at Buyer’s option” from the fifth line and replacing it with the phrase “absent a purchase”.

A-5
11) Section 1.52 is amended by (i) deleting the words “Rating” and “Group” from the first line and replacing with “Financial Services LLC” and (ii) by replacing the words in the parenthetical with “a subsidiary of McGraw-Hill Companies, Inc.”
12) Section 1.53 is amended by:
(i) deleting the phrase “at the Delivery Point” from the second line; (ii) deleting the phrase in line 5 “at the Seller’s option” and replacing it with “absent a sale”; and (iii) inserting after the word “liability” in the ninth line the following: “provided, further, if the Seller is unable after using commercially reasonable efforts to resell all or a portion of the Product not received by the Buyer, the Sales Price with respect to such unsold Product shall be deemed equal to zero (0).” 13) Section 1.56 is amended by deleting the words “pursuant to Section 5.2” and by adding before the period at the end thereof the following: “, as determined in accordance with Section 5.2.” 14) Section 1.60 is amended by inserting the words “in writing” immediately following the words “agreed to”.
15) In Section 2.1, delete the first sentence in its entirety and replace it with the following: “A Transaction, or an amendment, modification or supplement thereto, shall be entered into only upon a writing signed by both Parties.”
16) In Section 2.3, delete the section in its entirety and replace it with the following:
“2.3 Confirmation. A Transaction shall be entered into only by a written confirmation in a form mutually agreeable to both Parties and signed by both Parties (“Confirmation”). Notwithstanding anything to the contrary in this Master Agreement, the Master Agreement and any and all Confirmations may not be amended or modified except by an instrument in writing signed by both of the Parties.” 17) In Section 2.4, delete “either orally or” after “agreed to” in the 7th line. 18) In Section 2.5, delete the section in its entirety and specify it as “Reserved”. 19) In Section 5.1(a), change “three (3) Business Days” to “five (5) Business Days”. 20) In Section 5.1(b), insert the phrase “and such Party does not fully mitigate the adverse consequences of such false or misleading representation or warranty to the other Party within thirty (30) days after written notice thereof” after the word “repeated” in the last line. 21) In Section 5.1(c), change “three (3) Business Days” to “thirty (30) days”. 22) In Section 5.1(e), insert the phrase “if such failure is not remedied within five (5) Business Days after written notice thereof” after the word “hereof” in the last line. 23) Section 5.1(g) is deleted in its entirety and replaced with the following:
“if the applicable cross default section in the Cover Sheet is indicated for such Party, the occurrence and continuation of a default, event of default or other similar condition or event in respect of such Party or any other party specified in the Cover Sheet for such Party under one or more agreements or instruments, individually or collectively, relating to indebtedness for borrowed money in an aggregate amount of not less than the applicable Cross Default Amount (as specified in the Cover Sheet), which results in such indebtedness becoming immediately due and payable; provided, however, that it shall not constitute an A-6
Event of Default under this Section 5.1(g) if (i) such event, condition or failure is a failure to pay caused by an error or omission of an administrative or operational nature, (ii) funds were available to such Party to enable it to make the relevant payment when due, and (iii) such event, condition or failure is remedied on or before the third Business Day after receipt of written notice of its occurrence” 24) Section 5.1(h)(v), insert the phrase “made in connection with this Agreement” after the phrase “any guaranty”.
25) Section 5.1 is further amended by replacing the period at the end of subsection (h) with a semicolon, and adding new subsections which read as follows:
“(i) With respect to Party B, an Event of Default (as defined under the Security Documents) or default of Party B occurs under one or more of the Security Documents (as defined in Schedule M) and such Event of Default or default continues after giving effect to any applicable notice requirement or cure or grace period under the Security Documents.”
26) Section 5.2 is amended by:
(i) deleting the following phrase from the last line: “as soon thereafter as is reasonably practicable”; and (ii) adding the following to the end of that provision: “then each such Transaction shall be terminated as soon thereafter as reasonably practicable, and upon termination shall be deemed to be a Terminated Transaction and the Termination Payment payable in connection with all such Transactions shall be calculated in accordance with Section 5.3 below). The Gains and Losses for each Terminated Transaction shall be determined by the Non-Defaulting Party calculating the amount that would be incurred or realized to replace or to provide the economic equivalent of the remaining payments or deliveries in respect of that Terminated Transaction. In making such calculation, the Non-Defaulting Party may reference information supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets. Third parties supplying such information may include dealers, brokers and information vendors, including, without limitation, Intercontinental Exchange, Inc. If the Non-Defaulting Party’s calculation of the net Settlement Amount results in an amount that would be due to the Defaulting Party (i.e. the Defaulting Party was in-the-money), then for purposes of the calculation of the Termination Payment, such Settlement Amount shall be deemed to be zero dollars ($0.00).”
27) In Section 5.7, (a) delete the phrase “(a)” in the first sentence and (b) delete the following phrase in the first sentence “or (b) a Potential Event of Default”.
28) In Section 6.3, (a) delete “two (2)” in the fifth sentence and replace it with “five (5)” and (b) in lines 3, 16 & 18, change “twelve (12) months” to “twenty-four (24) months”. 29) Section 7.1 shall be amended by:
(i) adding “SET FORTH IN THIS AGREEMENT” after “INDEMNITY PROVISION” and before “OR OTHERWISE,” in the fifth sentence;
(ii) adding in the nineteenth line the words “PROVIDED, HOWEVER, NOTHING IN THIS SECTION

SHALL AFFECT THE ENFORCEABILITY OF THE PROVISIONS OF THIS AGREEMENT

EXPRESSLY ALLOWING FOR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO REMEDIES FOR FAILURE TO DELIVER/RECEIVE IN SECTIONS 4.1 AND 4.2, AND CALCULATION AND PAYMENT OF THE TERMINATION PAYMENT IN SECTIONS 5.2 AND A-7

5.3.” immediately after the words “ANY INDEMNITY PROVISIONS SET FORTH IN THIS AGREEMENT OR OTHERWISE”; and
(iii) adding at the end of the last sentence the words “AND ARE NOT PENALTIES.” 30) A new Section 8.4 is added as follows:
“Section 8.4 UCC Waiver: Section 8 and Schedule M of the Agreement and the Security Documents sets forth the entirety of the agreement of the Parties regarding credit, collateral and adequate assurances.

Except as expressly set forth in the options elected by the Parties in respect of Sections 8.1 and 8.2, and in Schedule M of the Agreement and the Security Documents, neither Party:
(a) has or will have any obligation to post margin, provide letters of credit, pay deposits, make any other prepayments or provide any other financial assurances, in any form whatsoever, or (b) will have reasonable grounds for insecurity with respect to the creditworthiness of a Party or Member that is complying with the relevant provisions of Section 8 of this Agreement; and all implied rights relating to financial assurances arising from Section 2-609 of the Uniform Commercial Code or case law applying similar doctrines, are hereby waived.” 31) In Section 10.2, delete the phrase “(including any Confirmation accepted in accordance with Section

2.3)” from Sections 10.2(ii), (iii), (iv), (vi), (vii), (viii), (x) and (xi). 32) In Section 10.2(ii), insert the clause “, except all permits necessary to install, operate and maintain the generating facilities and sell the output therefrom in the case of Party A, which Party A reasonably expects to be obtained in the ordinary course of business prior to delivery of Product under this Agreement;” at the end thereof.
33) In Section 10.2(viii), add the following after “doing,” in the 7th line:
“nor is it relying on any unique or special expertise of the other Party and it is not in any special relationship of trust or confidence with respect to the other Party,” 34) Section 10.2(ix) shall be deleted in its entirety and replaced with the following:
“Each party acknowledges and agrees that (i) certain transaction(s) hereunder are intended to constitute a “forward contract” providing a “contractual right” within the meaning of such terms under Title 11 of the United States Code, as amended (the “Bankruptcy Code"); (ii) it is a “forward contract merchant” within the meaning of the Bankruptcy Code with respect to any transaction that constitutes a “forward contract," (iii) all payments made or to be made by one party to the other party pursuant to this contract constitute a “settlement payment” within the meaning of the Bankruptcy Code; (iv) all transfers of adequate assurance, prepayment or similar performance assurance by one party to the other party under this contract constitute a “margin payment” within the meaning of the Bankruptcy Codes; (v) each party shall have the “contractual right” to terminate, liquidate, accelerate, or offset the transaction as a “master netting agreement participant” within the meaning of the Bankruptcy Code; and (vi) the parties are entities entitled to the rights under, and protections afforded by, Sections 362, 546, 553, 556, 560, 561 and 562 of the Bankruptcy Code.”
35) In Section 10.6, delete “NEW YORK” and replace with “CALIFORNIA”. 36) Section 10.7 is amended to add before each occurrence of the word “facsimile” the phrase “electronic mail”.

A-8
37) In Section 10.8, (a) delete the following “Except to the extent herein provided for” and (b) add the following to the end thereof:
“This Master Agreement and any Confirmation hereunder may be signed in any number of counterparts with the same effect as if the signatures to counterparty were upon a single instrument. Delivery of an executed signature page of this Master Agreement and any Confirmation by electronic mail transmission shall be effective as delivery of a manually executed signature page.” 38) In Section 10.9, (a) insert the words “copies of” after the word “examine” and (b) in line 9, change “twelve (12) months” to “twenty-four (24) months”.
39) Section 10.11, shall be amended by adding the following:
(i) the phrase “or the completed Cover Sheet to this Master Agreement” immediately before the phrase “to a third party” in line three;
(ii) the phrase “Affiliates, actual or potential provider of debt, equity or tax equity financing or refinancing for or in connection with the development, construction, purchase, installation or operation of the Project, contractors” immediately prior to the phrase “counsel, accountants, or advisors” in line four;
(iii) in the seventh line thereof, between the word “proceeding” and the semi-colon, which immediately follows, the words “applicable to such Party or any of its Affiliates”; (iv) an additional sentence at the end of Section 10.11: “The Parties agree and acknowledge that nothing in this Section 10.11 prohibits a Party from disclosing any one or more of the commercial terms of a Transaction (other than the name of the other Party unless otherwise agreed to in writing by the Parties) to any industry price source for the purpose of aggregating and reporting such information in the form of a published energy price index.”; and
(v) the following at the end of the last sentence: “Party A and Party B acknowledge and agree that the Master Agreement and any Confirmations executed in connection therewith are subject to the requirements of the California Public Records Act (Government Code Section 7920 et seq.). Party B acknowledges that Party A may submit information to Party B that the other party considers confidential, proprietary, or trade secret information pursuant to the Uniform Trade Secrets Act (Cal. Civ. Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act. Party A acknowledges that Party B may submit to Party A information that Party B considers confidential or proprietary or protected from disclosure pursuant to exemptions to the California Public Records Act. In order to designate information as confidential, the disclosing party must clearly stamp and identify the specific portion of the material designated with the word “Confidential”. The parties agree not to over-designate material as confidential. Over-designation would include stamping whole agreements, entire pages or series of pages as Confidential that clearly contain information that is not confidential. Upon request or demand of any third person or entity not a party to this Agreement (“Requestor”) for production, inspection and/or copying of information designated by a Party as confidential information (such designated information, the “Confidential Information” and the disclosing Party, the “Disclosing Party”), the Party receiving such request (the “Receiving Party”) as soon as practical, shall notify the Disclosing Party that such request has been made as specified in the Cover Sheet. The Disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the Receiving Party. If the Disclosing Party takes no such action after receiving the foregoing notice from the Receiving Party, the Receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it.” A-9
40) The following Mobile-Sierra clause shall be added as Section 10.12:
“Section 10.12 Standard of Review/Modifications.
(a) Absent the agreement of all Parties to the proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement, whether proposed by a Party (to the extent that any waiver in the next paragraph below is unenforceable or ineffective as to such Party), a non-party or FERC acting sua sponte, 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), and clarified by Morgan Stanley Capital Group, Inc. v. Public Util. Dist. No. 1 of Snohomish 554 U.S. 527 (2008). (b) Notwithstanding any provision of Agreement, and absent the prior written agreement of the Parties, each Party, to the fullest extent permitted by applicable law, for itself and its respective successors and assigns, hereby also expressly and irrevocably waives any rights it can or may have, now or in the future, whether under Sections 205, 206, or 306 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation, supporting a third party seeking to obtain or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any Section of this Agreement specifying any rate or other material economic terms and conditions agreed to by the Parties.” 41) The following shall be added as Section 10.13:
“Section 10.13 Imaged Agreement. Any fully executed Agreement, Confirmation or other related document, or recording may be scanned and stored electronically, or stored on computer tapes and disks, as may be practicable (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidence on paper, the Confirmation if introduced as evidence in automated facsimile form, any recording, if introduced as evidence in its original form and as transcribed onto paper, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party shall object to the admissibility of any Imaged Agreement (or photocopies of the transcription of such Imaged Agreement) on the basis that such were not originated or maintained in documentary form under either the hearsay rule, the best evidence rule or other rule of evidence.

However, nothing herein shall be construed as a waiver of any other objection to the admissibility of such evidence.”

16. The following is added as a new Section 10.14:
“Section 10.14 No Recourse Against Constituent Members of Party B. Party B is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and is a public entity separate from its constituent members.

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

17. The following is added as a new Section 10.15:
“Section 10.15 Party A’s Deliveries. Upon request, Party A shall provide to Party B (i) a certificate of good standing issued by the Delaware Secretary of State as of a recent date, (ii) resolutions of the managers, members, or other governing body, as applicable, of Party A approving the execution, A-10
delivery and performance of this Master Agreement and any Confirmations executed in connection therewith, and (iii) the incumbency and signatures of the signatories of Party A executing this Master Agreement and any Confirmations executed in connection herewith.”

SCHEDULE M GOVERNMENTAL ENTITY OR PUBLIC POWER SYSTEM
Schedule M is hereby amended as follows:

A. The Parties agree to add the following definitions in Article One:
“Account Control Agreement” has the meaning in the Security Documents. “Act” means the Joint Exercise of Powers Act of California (Government Code Section 6500 et seq.). “Collateral Agent” has the meaning in the Security Documents. “Depositary Bank” has the meaning in the Security Documents. “Intercreditor and Collateral Agency Agreement” means the Intercreditor and Collateral Agency Agreement, among the Collateral Agent, Party A, Party B and the PPA Providers party thereto from time to time.
“PPA Provider” has the meaning in the Intercreditor and Collateral Agency Agreement. “Secured Account” means the Lockbox Account (as defined in the Security Agreement) and any other accounts subject to the Security Agreements.
“Secured Creditors” means each PPA Provider that is a party to the Intercreditor and Collateral Agency Agreement and its respective successors and assigns. “Security Agreement” means the Security Agreement, between Party B and Collateral Agent, as collateral agent for the benefit of the Secured Creditors. “Security Documents” means, collectively, the Intercreditor and Collateral Agency Agreement, the Security Agreement and the Account Control Agreement, among the Depositary Bank, Party B and the Collateral Agent.
“Special Fund” means the Secured Account, which is set aside and pledged to satisfy Party B’s obligations hereunder and out of which amounts shall be paid to satisfy all of Party B’s obligations under this Master Agreement for the entire Delivery Period.

B. The following sentence shall be added to the end of the definition of “Force Majeure” in Article One:
“If the Claiming Party is a Governmental Entity or Public Power System, Force Majeure does not include any action taken by the Governmental Entity or Public Power System in its governmental capacity.”
C. The Parties agree to add the following sections to Article Three:
“Section 3.4 Party B’s Deliveries. Upon request by Party A, Party B shall provide Party A (a) certified copies of all ordinances, resolutions, public notices and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Party B of this Master Agreement and (b) the incumbency and signatures of the signatories of Party B executing this Master A-11
Agreement and any Confirmations executed in connection herewith, and setting forth the names and signatures of employees of Party B with authority to act on behalf of Party B.

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

Section 3.6 Party B Security. With respect to each Transaction, Party B shall have created and set aside a Special Fund and shall have entered into the Security Documents.” D. The Parties agree to add the following section to Article Eight:
“Section 8.4 Party B Security. As credit protection to Party A, and as a condition to the effectiveness of the Confirmation, Party A and Party B shall have entered into the Security Documents through execution and delivery of a Joinder (as defined in the Intercreditor and Collateral Agency Agreement).

Party A shall have the rights and remedies specified in the Security Documents and Party B shall comply with its duties, obligations and responsibilities as specified therein.” E. The Parties agree to add the following representations and warranties to Section 10.2:
“Party B represents and warrants to Party A continuing throughout the term of this Master Agreement, with respect to this Master Agreement and each Transaction, as follows: (i) all acts necessary to the valid execution, delivery and performance of this Master Agreement, including without limitation, to the extent applicable, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures has or will be taken and performed as required under the Act and all applicable laws, ordinances, or other applicable regulations, (ii) all persons making up the governing body of Party B are the duly elected or appointed incumbents in their positions and hold such positions in good standing in accordance with the Act and other applicable laws, (iii) entry into and performance of this Master Agreement by Party B are for a proper public purpose within the meaning of the Act and all other relevant constitutional, organic or other governing documents and applicable law, (iv) the term of this Master Agreement does not extend beyond any applicable limitation imposed by the Act or other relevant constitutional, organic or other governing documents and applicable law, (v) Party B’s obligations to make payments with respect to this Master Agreement and each Transaction are to be made solely from the Special Fund, (vi) entry into and performance of this Master Agreement and each Transaction by Party B will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any obligation of Party B or any members of Party B otherwise entitled to such exclusion, and (vii) obligations to make payments hereunder do not constitute any kind of indebtedness of Party B or create any kind of lien on, or security interest in, any property or revenues of Party B.”
F. The Parties agree to add the following sentence at the end of Section 10.6 - Governing Law:
“IN RESPECT OF THE APPLICABILITY OF THE ACT AS HEREIN PROVIDED, THE LAWS OF THE STATE OF CALIFORNIA SHALL APPLY.”

EXECUTION VERSION
October 11, 2023
1 RESOURCE ADEQUACY CONFIRMATION LETTER
This confirmation letter (“Confirmation”) confirms the transaction agreed to as of the last dated signature on the signature page hereto (the “Confirmation Date”), between Clean Energy Alliance, a California joint powers authority, and ES 1A Group 3 Opco, LLC, a Delaware limited liability company, by which Seller agrees to sell and deliver, and Buyer agrees to purchase and receive, the Product (“the Transaction”). This Confirmation is governed by Master Power Purchase and Sale Agreement (version 2.1., modified 4/25/00), as published by the Edison Electric Institute (the “EEI Form”) as modified by the Cover Sheet in Annex A attached hereto and incorporated by reference (collectively, the “Master Agreement”), all of which form a part of this Agreement. All provisions contained in or incorporated by reference in the EEI Form will govern this Agreement except as expressly modified herein or in Annex A, as if the Parties had executed such an agreement based on the EEI Form (as if modifications or elections specified in the Annex A were made on the Cover Sheet); provided, however, that the Parties acknowledge and agree that the Collateral Annex is not a part of and is not applicable to this Agreement. This Transaction shall constitute a “Transaction” under the Master Agreement. The Master Agreement and this Confirmation shall be collectively referred to herein as the “Agreement”. In the event of any inconsistency between the provisions of the Master Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction. Capitalized terms not otherwise defined in this Confirmation or the Master Agreement are defined in the Tariff. References to Sections are references to Sections of this Confirmation unless otherwise stated.

ARTICLE 1

TRANSACTION TERMS
Buyer: Clean Energy Alliance
Seller: ES 1A Group 3 Opco, LLC
Product, Delivery Period, Quantity, Contract Price and other specifics of the Product are in Appendix B. Appendices A and B are incorporated into this Confirmation.

ARTICLE 2

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1(h) and/or for excused reductions in Unit EFC for which Seller has provided notice pursuant to Section 2.1(i).

Item 5 Attachment B

EXECUTION VERSION
October 11, 2023
2 (b) Seller will deliver the Product by submitting to CAISO in its Supply Plan the Shown Unit(s) and the applicable characteristics of the Shown Unit(s) and Product for Buyer, as further specified in Appendix B, all in compliance with this Confirmation.
(c) Seller will cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the Tariff. Seller will submit, or cause the Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Buyer for each Showing Month of the Delivery Period. The total amount of Product identified and confirmed for each day of such Showing Month will equal the Expected Quantity.
(d) Seller may sell and deliver from a Shown Unit. In no event shall a Shown Unit utilize coal or coal materials as a source of fuel. Seller will identify the Shown Unit(s) and Expected Quantity for a Showing Month by providing Buyer with the specific Unit information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month.
(e) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Expected Quantity for the Shown Unit in any Showing Month, the Parties will confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month. (f) The Product is delivered and received when the CIRA Tool shows the Supply Plan accepted for the Product from the Shown Unit by CAISO or Seller complies with Buyer’s instruction to withhold all or part of the Expected Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period. Seller has failed to deliver the Product if Seller fails to submit a Supply Plan for the volume of Expected Quantity for any Showing Month in such amount as instructed by Buyer (but not to exceed the Expected Quantity) for the applicable Showing Month.

EXECUTION VERSION
October 11, 2023
3 Notification Deadline for the applicable Showing Month. The extent to which Seller’s obligation to deliver is excused will equal (i) the Quantity multiplied by (ii) the total amount (in MW) by which the Unit NQC was reduced since the Confirmation Date, divided by (iii) the Unit NQC as of the Confirmation Date. If a Unit described in Appendix B experiences such a reduction in Unit NQC, then Seller may, but is not obligated to, provide the applicable part of the Quantity from any Shown Unit.
(i) Excused Reductions in Unit EFC: Seller’s obligation to deliver any of the Quantity during the Delivery Period will be excused if a Unit described in Appendix B experiences a reduction in Unit EFC after the Confirmation Date for such Unit as determined by CAISO and Seller has provided notice of such reduction to Buyer by the Notification Deadline for the applicable Showing Month. The extent to which Seller’s obligation to deliver is excused will equal (i) the Quantity multiplied by (ii) the total amount (in MW) by which the Unit EFC was reduced since the Confirmation Date, divided by (iii) the Unit EFC as of the Confirmation Date. If a Unit described in Appendix B experiences such a reduction in Unit EFC, then Seller may, but is not obligated to, provide the applicable part of the Quantity from any Shown Unit.
(j) Change in RA Requirements: If, after the Confirmation Date, the CAISO or the CPUC (i) replaces NQC as the value utilized to measure the qualifying capacity of a Unit described in Appendix B that can be applied toward compliance with RAR, or (ii) otherwise changes the methodology for calculating the Unit NQC or the applicable successor value such that the Unit NQC or applicable successor value of a Unit described in Appendix B would be reduced (each a “Change in RA Requirements”), then from and after each such Change in RA Requirements (A) Seller will provide notice to Buyer stating the equivalent amount of qualifying capacity of a Unit described in Appendix B (or, if such Unit is registered with CAISO as a Hybrid Resource at such time, the portion of such equivalent amount of qualifying capacity that is attributable to the battery energy storage system component of such Unit) that can be applied toward compliance with RAR following the Change in RA Requirements (the “Compliance Adjusted Unit NQC”), and (B) Seller will be excused from delivering the portion of the Quantity equal to (I) the Quantity, multiplied by (II) the difference between the Unit NQC as calculated under the CPUC and CAISO resource adequacy counting rules as of the Confirmation Date, minus the Compliance Adjusted Unit NQC applicable after the Change in RA Requirements, divided by (III) the Unit NQC as calculated under the CPUC and CAISO resource adequacy counting rules as of the Confirmation Date.

EXECUTION VERSION
October 11, 2023
4 the Master Agreement. Buyer will use commercially reasonable efforts to purchase replacement Capacity Attributes comparable to the Product to replace the Shortfall Quantity.
(b) Seller agrees to indemnify, defend and hold harmless Buyer from any penalties, fines or costs assessed against Buyer by the CPUC, CAISO or other Governmental Body resulting from Seller’s unexcused failure to deliver the Product. The Parties will use commercially reasonable efforts to minimize such penalties, fines or costs; provided, that in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines or costs. Seller will have no obligation to Buyer under this Section 2.2(b) in respect of the portion of the Expected Quantity for any portion of the Delivery Period for which Seller has paid damages pursuant to Section 2.2(a) of this Confirmation and Section 4.1 of the Master Agreement. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse Buyer for those penalties, fines or costs, then, without prejudice to its other rights and remedies, Buyer may setoff and recoup those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation or the Master Agreement.

EXECUTION VERSION
October 11, 2023
5 2.4 Seller’s Remedies for Buyer’s Failure to Receive Expected Quantity If Buyer fails to receive any part of the Expected Quantity as required herein for any Showing Month, and such failure is not excused under the terms of the Agreement, then Buyer is liable for damages pursuant to Section 4.2 of the Master Agreement. If Buyer resells any portion of the Product to a Subsequent Buyer and that Subsequent Buyer fails to receive any portion of the resold Product, such failure will be deemed a failure of Buyer to receive the Product hereunder, and Buyer is liable for damages pursuant to Section 4.2 of the Master Agreement.

ARTICLE 3

PAYMENTS

EXECUTION VERSION
October 11, 2023
6 revenues to Buyer. Seller must pay to Buyer any such amounts received by Seller, or a Unit’s SC, owner, or operator. Without prejudice to its other rights, Buyer may set off and recoup any such amounts that are not paid to it against amounts owed to Seller under the Master Agreement.
(c) If CAISO designates any part of the Expected Quantity as Capacity Procurement Mechanism Capacity, then Seller will, or will cause the Unit’s SC to, within one Business Day of the time Seller receives notification from CAISO, notify Buyer and, to the extent permitted under the Tariff, not accept any such designation by CAISO unless and until Buyer has agreed to accept such designation. (d) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay.

ARTICLE 4

OTHER BUYER AND SELLER COVENANTS

EXECUTION VERSION
October 11, 2023
7 (c) the aggregation of all amounts of Capacity Attributes that Seller has sold, assigned, or transferred for the Unit in respect of each Showing Month of the Delivery Period does not exceed the NQC for that Unit during the applicable Showing Month of the Delivery Period;
(d) if applicable, Seller has notified either the Unit’s SC or the entity from which Seller purchased the Product that Seller has transferred the Expected Quantity of Product for the Delivery Period to Buyer; and
(e) Seller has notified or will notify the Unit’s SC that Buyer is entitled to the revenues set forth in Section 3.2(b) and that such SC is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the amount of those revenues.

EXECUTION VERSION
October 11, 2023
8 035 in excess of the Quantity of the Product from the Unit described in Appendix B (“Excess IRP Attributes”), and (ii) acknowledges and agrees that Seller may retain any Excess IRP Attributes for its own benefit or sell any Excess IRP Attributes to one or more third parties and retain all associated revenue free and clear of any claim by Buyer.

ARTICLE 5
ADDITIONAL MASTER AGREEMENT AMENDMENTS; GENERAL PROVISIONS

EXECUTION VERSION
October 11, 2023
9 ARTICLE 6

COLLATERAL REQUIREMENTS

6.1 Seller Collateral
To secure its obligations under this Agreement, Seller shall deliver Seller Performance Security to Buyer within thirty (30) days after the Confirmation Date. “Seller Performance Security” means (i) cash or (ii) Letter of Credit in the amount of
Promptly following the end of the
Delivery Period, Buyer shall promptly return to Seller the unused portion of the Seller Performance Security, subject to any draws made by Buyer in accordance with this Confirmation, upon Seller’s written request.

6.2 Buyer Collateral
Buyer is not required to post any credit support for this Transaction.

ARTICLE 7

EXECUTION VERSION
October 11, 2023
10 AGREED AS OF THE CONFIRMATION DATE:

ES 1A GROUP 3 OPCO, LLC
By:

Name: Don Vawter
Title: Vice President
Date:

CLEAN ENERGY ALLIANCE
By:

Name:

Title:

Date:

EXECUTION VERSION
October 11, 2023
11 APPENDIX A

EXECUTION VERSION
October 11, 2023
12 “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Hybrid Resource” has the meaning set forth in the Tariff. “Initial Unit EFC” means, for each Unit described in Appendix B, the initial Effective Flexible Capacity for such Unit as set by CAISO as of the Confirmation Date. “Initial Unit NQC” means, for each Unit described in Appendix B, the initial Net Qualifying Capacity for such Unit as set by CAISO as of the Confirmation Date. “Local RAR” means the local resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations.
“LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “MW” means megawatt.
“Net Qualifying Capacity” or “NQC” has the meaning set forth in the Tariff. “Notification Deadline” is fifteen (15) Business Days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month. “Product” means Capacity Attributes applicable to compliance with RAR and FCR from Units that meet the specifications contained in the “Product” section of Appendix B. “RAR” means the resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations, but excluding Local RAR and FCR. “SC” means Scheduling Coordinator as defined in the Tariff. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.
“Shown Unit” means one or more of the Units specified by Seller in a Supply Plan. “Subsequent Buyer” means the buyer of Product from Buyer in a re-sale of Product by Buyer. “Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time.

EXECUTION VERSION
October 11, 2023
13 “Unit” means any generation unit described in Appendix B. “Unit EFC” means Unit Effective Flexible Capacity and is, for a given date of determination, the lesser of the Initial Unit EFC as set by CAISO as of the Confirmation Date and the Effective Flexible Capacity of the Unit as set by CAISO on such date of determination. If such Unit is registered with CAISO as a Hybrid Resource as of the date of determination, then the Unit EFC will be the portion of the Effective Flexible Capacity of such Unit on such date of determination that is attributable to the battery energy storage system component of such Unit. “Unit NQC” means Unit Net Qualifying Capacity and is, for a given date of determination, the lesser of the Initial Unit NQC as set by CAISO as of the Confirmation Date and the Net Qualifying Capacity of the Unit as set by CAISO on such date of determination. If such Unit is registered with CAISO as a Hybrid Resource as of the date of determination, then the Unit NQC will be the portion of the Net Qualifying Capacity of such Unit on such date of determination that is attributable to the battery energy storage system component of such Unit.

A-1

ANNEX A

MASTER POWER PURCHASE AND SALE AGREEMENT

Name: ES 1A Group 3 Opco, LLC (“Party A”) Name: Clean Energy Alliance, a California joint powers authority (“CEA” or “Party B”)
All Notices: All Notices: