Clean Energy Alliance Board of Directors
November 20, 2025

AMENDED
AGENDA
City of Carlsbad | City of Del Mar | City of Escondido | City of Oceanside | City of San Marcos | City of Solana Beach | City of Vista Board of Directors Regular Meeting Agenda
November 20, 2025, 2:00 p.m.

Leucadia Wastewater District, Board Room
1960 La Costa Ave, Carlsbad, CA 92009
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 12:00 p.m. prior to the commencement of the meeting. Public comments received in writing will not be read aloud at the meeting.

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.

If you desire to speak during Public Comment, 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

APPROVAL OF AGENDA

BOARD COMMENTS & ANNOUNCEMENTS

PUBLIC COMMENT

APPROVAL OF MINUTES
Minutes of the Regular Meeting held October 30, 2025
Minutes of the Special Meeting held on October 30, 2025 AGENDA
2 Clean Energy Alliance Board Meeting Agenda
November 20, 2025
Presentations:

SDREN Update
Consent Calendar
Item 1: Clean Energy Alliance Treasurer’s Report for September 2025 RECOMMENDATION:

Receive and file the Clean Energy Alliance Treasurer’s Report for September 2025.

The agenda has been amended to include this item.

Item 2: Amendment No. 1 to the March 6, 2025, Engagement Letter with Keyes & Fox for Legal Services
RECOMMENDATION:

That the Clean Energy Alliance (CEA) Board of Directors (Board) adopt Resolution No. 2025-046 approving Amendment No. 1 to the Engagement Letter with Keyes & Fox (K&F) for Legal Services, increasing the total amount not to exceed from $100,000 to $200,000 over the engagement term from September 2024 to June 2026 and authorizing the Chief Executive Officer to sign such amendment.

Reports
Item 3: Clean Energy Alliance Chief Executive Officer Operational and Administrative Report RECOMMENDATION:

Receive and file the report.

Public Hearings
Item 4: Consider Adoption of Clean Energy Alliance (CEA) Resolution No. 2025-044 Setting Rates and Approving Agreements with Luminia BTM DevCo 1 LLC (Luminia) for CEA’s Solar Plus Business Program
RECOMMENDATION:
1) Conduct the Public Hearing: Open the Public Hearing, Receive Public Testimony, and Close the Public Hearing;
2) Adopt Resolution No. 2025-044 Setting Rates for Solar Plus Business; and 3) Approve Program Agreements with Luminia BTM DevCo 1 LLC and authorize the Chief Executive Officer to execute all documents subject to General and Special Counsel approval.

AGENDA
3 Clean Energy Alliance Board Meeting Agenda
November 20, 2025
Item 5: Consider Adopting Resolution No. 2025-045 Amending Clean Energy Alliance Rate Schedule to Update the Wholesale Market Access Tariff Rate Effective January 1, 2026 RECOMMENDATION:
1) Conduct the Public Hearing: Open the Public Hearing, Receive Public Testimony, close the Public Hearing.
2) Approve Resolution No. 2025-045 Amending Clean Energy Alliance Rate Schedule to update the Wholesale Market Access Tariff Rate Effective January 1, 2026.

New Business
Item 6: Regulatory Update
RECOMMENDATION:

Receive the Regulatory update from Keyes and Fox.

Item 7: Review Options for Customer Electricity Cost Rate Relief RECOMMENDATION:

That the Clean Energy Alliance (CEA) Board of Directors (Board) receive a report on CEA customer rate options and financial impacts resulting from San Diego Gas & Electric’s (SDG&E’s) 2026 Energy Resource Recovery Account (ERRA) Forecast for Power Charge Indifference Adjustments (PCIA) rates and provide direction to staff.

BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS
NEXT MEETING: Regular Board Meeting January 29, 2026, Leucadia Wastewater District, 1960 La Costa Ave., Carlsbad, CA 92009.

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.

Board of Directors Regular Meeting Agenda
October 30, 2025, 2:00 p.m.

Leucadia Wastewater District, Board Room
1960 La Costa Ave, Carlsbad, CA 92009
CALL TO ORDER: Chair Melendez called to order the Regular Meeting of the Clean Energy Alliance at 2:02 p.m.

ROLL CALL: Board Members: Spelich, Bhat-Patel, Figueroa, Nuñez, Becker, Melendez.

Absent: Vice Chair Garcia.

Vice Chair Garcia arrived at 2:07 p.m.

FLAG SALUTE: Chair Melendez led the flag salute.

BOARD COMMENTS & ANNOUNCEMENTS:

Chair Melendez announced that SDREN staff will not be presenting an update and that the Public Hearing that was advertised in the Union Tribune has been moved to the November 20, 2025 board meeting.

PUBLIC COMMENT:

Daniel Dominguez recommended that there be a program to allow people a grace period on their electric bill due to the suspension of SNAP Benefits.

APPROVAL OF MINUTES:

Minutes of the Regular Meeting held September 26, 2025
Motion by Board Member Bhat-Patel, seconded by Board Member Nuñez, to approve the minutes presented. Motion carried, 6/0/1(Absent – Garcia).

Consent Calendar
Item 1: Clean Energy Alliance Treasurer’s Report for July 2025 RECOMMENDATION:

Receive and file the Clean Energy Alliance Treasurer’s Report for July 2025.

Item 2: Clean Energy Alliance Treasurer’s Report for August 2025 RECOMMENDATION:

Receive and file the Clean Energy Alliance Treasurer’s Report for August 2025.

Motion by Board Member Bhat-Patel, seconded by Board Member Nuñez, to approve the Consent Calendar.

Motion carried, 6/01/1 (Absent – Garcia)
Reports
Item 3: Clean Energy Alliance Chief Executive Officer Operational and Administrative Report RECOMMENDATION:

Receive and file the report.

CEO Greg Wade presented the presentation and provided information on enrollment statistics, community events and CEA programs.

CEA Board received report.

New Business
Item 4: Regulatory Update
RECOMMENDATION:

Receive the Regulatory update from Keyes and Fox.

Keyes and Fox Partner Tim Lindl provided the update and responded to questions from the Board.

CEO Greg Wade responded to questions from the Board.

CEA Board received report.

Item 5: Receive Annual Audited Financial Report
RECOMMENDATION:

Receive and file Clean Energy Alliance Annual Audited Financial Report for the Fiscal Year Ended June 30, 2025.

Chief Financial Officer Andrew Stern presented the report. He was joined Kellin Gilber a Partner at Sorren, who provided an updated.

CEA Board received report.

Board Member Spelich left the meeting at 3:05 p.m.

Item 6: SDG&E’s 2026 Energy Resource Recovery Account (ERRA) Forecast October Revisions & CEA Rate Impacts
RECOMMENDATION:

Receive the report on San Diego Gas & Electric’s (SDG&E’s) October Revisions to its 2026 Energy Resource Recovery Account (ERRA) Forecast for Power Charge Indifference Adjustments (PCIAs) and bundled generation rates.

CEO Greg Wade presented the report and responded to questions from the Board.

CEA Board received report and requested relief on SDG&E bills such as through the use of funds, rate decreases, bonuses or credits and directed staff to research options that would help reduce costs and lessen the financial burden on customers caused by SDG&E’s Power Charge Indifference Adjustment rates.

BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS:

Vice Chair Garcia requested that CEA engage third parties or providers to present alternative clean energy options to the public.

NEXT MEETING: Regular Board Meeting January 29, 2026, Leucadia Wastewater District, 1960 La Costa Ave, Carlsbad, CA 92009.

ADJOURN: Chair Melendez adjourned the meeting into closed session at 3:37 p.m. _______________________________________
Ana Marie Alarcon
Clerk to the Board/Executive Assistant
Clean Energy Alliance Board of Directors Special Meeting Agenda October 30, 2025, 2:30 p.m.

Leucadia Wastewater District, Board Room
1960 La Costa Ave, Carlsbad, CA 92009
CALL TO ORDER: Chair Melendez called to order the Special Meeting of the Clean Energy Alliance at 3:36 p.m.

ROLL CALL: Board Member: Bhat-Patel, Figueroa, Nuñez, Becker, Vice Chair Garcia, Chair Melendez.

Absent: Board Member Spelich
PUBLIC COMMENT: None.

Closed Session
Item 1: Public Employee Performance Evaluation Pursuant to Government Code Section 54957 Title: Chief Executive Officer
RECESS TO CLOSED SESSION: 3:37 p.m.

RECONVENE TO OPEN SESSION: 4 p.m.

GENERAL COUNSEL ANNOUNCEMENT: No reportable action.

ADJOURNMENT: 4 p.m.
_______________________________________
Ana Marie Alarcon
Clerk to the Board
Staff Report
DATE: November 20, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Andy Stern, Interim Chief Financial Officer/Treasurer ITEM 1: Clean Energy Alliance Treasurer’s Report
RECOMMENDATION:

Receive and File Clean Energy Alliance (CEA) Interim Treasurer’s Report for September 2025.

BACKGROUND AND DISCUSSION:

This report provides the Board with the following financial information through September 30, 2025:
• Statement of Financial Position (Unaudited and preliminary) – Reports assets, liabilities, and financial position of the CEA as of September 30, 2025. • Statement of Revenues, Expenses and Changes in Net Position (Unaudited and preliminary) for the period ended September 30, 2025.
• Budget to Actuals Comparison Schedule (Unaudited and preliminary) – Reports actual revenues and expenditures compared to the annual amended budget as of September 30, 2025.
• List of Payments Issued – Reports payments issued for September 2025.

As of September 31, 2025, liabilities represent invoices and estimated accruals for energy and services received but not yet paid.

FISCAL IMPACT:

As of September 30, 2025, reported Unrestricted Net Position was $60,340,027.

Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS:

A. Treasurer’s Report for September 2025
November 20, 2025
CEA Treasurer’s Report

ASSETS
Current assets
Cash and cash equivalents $ 15,483,025
Accounts receivable, net of allowance 49,415,664
Accrued revenue 31,626,200
Other receivables 344,339
Prepaid expenses 14,022,278
Deposits 1,296,500
Total current assets 112,188,006
Noncurrent assets
Deposits 1,040,683
Total noncurrent assets 1,040,683
Total assets 113,228,689

LIABILITIES
Current liabilities
Accrued cost of electricity 40,218,481
Accounts payable 1,054,288
Other accrued liabilities 566,664
Security deposits - energy suppliers 797,750
Interest and financing cost payable 53,079
Total current liabilities 42,690,262
Noncurrent liabilities
Security deposits - energy suppliers 6,198,400
Revolving line of credit 4,000,000
Total noncurrent liabilities 10,198,400
Total liabilities 52,888,662

NET POSITION
Unrestricted $ 60,340,027
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 September 30, 2025
November 20, 2025
CEA Treasurer’s Report

OPERATING REVENUES
Electricity sales, net $ 143,344,829
Miscellaneous income 543
Total operating revenues 143,345,372

OPERATING EXPENSES
Cost of electricity 101,229,987
Contract services 1,747,232
Staff compensation 609,716
Other operating expenses 294,641
Total operating expenses 103,881,576
Operating income (loss) 39,463,796

NONOPERATING REVENUES (EXPENSES)
Investment income 56,376
Interest expense (559,256)
Nonoperating revenues (expenses), net (502,880)
CHANGE IN NET POSITION 38,960,916
Net position at beginning of year 21,379,111
Net position at end of period $ 60,340,027
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
Three Months Ended September 30, 2025
November 20, 2025
CEA Treasurer’s Report

BUDGET TO ACTUALS COMPARISON SCHEDULE
At its June 2025 board meeting, the CEA Board approved the Fiscal Year (FY) 2025/26 budget approving $346,904,000 in total operating expenses. For the year-to-date, $104,441,000 of operating expenses have been expended. Revenues from electricity salesfor the year-to-date reached $143,345,000. Nonoperating activity was a net expense of $503,000. The overall change in net position for the year-to-date was an increase of $38,961,000.

The Budget to Actuals Comparison Schedules as of September 30, 2025, is shown below.

Actual Budget Amount %
Electricity Sales, net $ 143,345,372 $ 148,344,298 $ (4,998,926) -3% 383,146,909 239,801,537 63% Operating Expenses
Cost of Energy 101,229,987 104,327,336 3,097,349 3% 333,540,321 232,310,334 70% Other Operating Expenses 2,651,588 3,358,069 706,481 21% 13,363,246 10,711,658 80% Total Operating Expenses 103,881,575 107,685,405 3,803,830 4% 346,903,567 243,021,992 70% Operating Income (Loss) 39,463,797 40,658,893 (1,195,096) -3% 36,243,342 (3,220,455) Total Nonoperating Income/(Expense) (502,880) (190,541) (312,339) -164% (380,692) 122,188 -32% Change in Net Position $ 38,960,917 $ 40,468,352 $ (1,507,435) $ 35,862,650 $ (3,098,267) 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.

Annual

CLEAN ENERGY ALLIANCE

BUDGETARY COMPARISON SCHEDULE
Three Months Ended September 30, 2025
Year-To-Date
Variance fav. (unfav.) Budget Less
Actual YTD
Budget
Remaining
/ Budget
Annual
Budget
November 20, 2025
CEA Treasurer’s Report

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

Date Vendor Memo/Description Amount
09/02/2025 Pacific Gas & Electric Vintagel 2025 - Renew able Energy Certificates 2,162,500.00 09/02/2025 PARTICIPATE ENERGY FUND LLC July 2025 PPA Period 07042025 08032025 1,809.25 09/02/2025 SDG&E (Procurement) Nov. 2025 - CEA RA Sale MCAM 607,368.80 09/02/2025 THE ENERGY AUTHORITY July 2025 - CAISO Weekly Statement of Activity (08/08/25-08/14/25) Total 171,914.96 09/08/2025 Amy Williams Expense Report 8/27/2025 29.06
09/08/2025 BRAUN BLAISING SMITH WYNNE July 2025 - General Matters 1,766.15 09/08/2025 BRENTECH INCORPORATED Surge Protector, 8 outlets, 2 USB-A & 1 USB-C, 2000Jrating 161.63 09/08/2025 BRENTECH INCORPORATED 19 VEEAM Microsoft 365 Backup Protection 190.00 09/08/2025 Evolution Affairs, LLC August 2025 - Professional Services 618.75 09/08/2025 Local Energy Aggregation Netw ork Gigaw att membership 15,000.00 09/08/2025 MCCAULEY, KAYLIN (contractor) August 2025 680.00 09/08/2025 Neyenesch Printers 1,000 Business Cards - 987.39 09/08/2025 THE ENERGY AUTHORITY August 2025 - CAISO Weekly Statement of Activity (08/15/25-08/20/25) Total C 62,239.39 09/08/2025 THE ENERGY AUTHORITY August 2025 - CAISO Weekly Statement of Activity (08/15/25-08/20/25) Total 321,882.66 09/09/2025 USPS First-Class Mail and First-Class Package Service 963.17 09/10/2025 ATRIA WORKSPACE (AVANTI) October 2025 Rent 4,884.02 09/10/2025 EMPOWER (401a) Employee Retirement -09/05/2025 10,932.29 09/10/2025 EMPOWER (457b) Employee Retirement - 09/05/2025 6,288.55 09/10/2025 Neyenesch Printers 200 PeakSmart Flyer - ENG/SPAN 181.89 09/10/2025 PaulosAnalysis September 2025 - Professional Services 1,500.00 09/10/2025 SDRMA October 2025 Benefits Coverage 21,979.09 09/10/2025 The Bayshore Consulting Group, Inc August 2025 - CEA Consulting 1,706.25 09/12/2025 Clean Pow er Alliance Jan & Feb 2025 - PCC1 3,500,000.00 09/12/2025 ICAP ENERGY LLC July 2025 - Broker Fees 60,000.00 09/12/2025 New Gen Strategies & Solutions August 2025 -Project: 3,960.00 09/12/2025 Nixon Peabody LLP August,2025. 8,817.50
09/13/2025 State Compensation Insurance Fund Monthly - Worker’s Comp 564.42 09/15/2025 Amy Williams Expense Report 9/03/2025 26.07
09/15/2025 Keyes & Fox LLP August 2025- Professional Services 35,490.68 09/15/2025 Pacific Energy Advisors, Inc August 2025 - Technical Consulting 40,170.00 09/15/2025 Reynolds, Tiffany Expense Report for September 04, 2025 180.25 09/15/2025 STERN, ANDREW For the period from August 1, 2025 through August 31, 2025 13,900.00 09/15/2025 Summit Advocacy LLC August 2025 Lobbying Consulting Services 7,000.00 09/15/2025 THE ENERGY AUTHORITY August 2025 - CAISO Weekly Statement of Activity (08/21/25-08/27/25) Total C 101,367.82 09/15/2025 THE ENERGY AUTHORITY August 2025 - CAISO Weekly Statement of Activity (08/21/25-08/27/25) Total 1,165,720.73 09/16/2025 CALPINE ENERGY SOLUTIONS (Data MGR) July 2025 Services 294,885.15 09/18/2025 KARBONE INC. REC transaction dated February 7, 2025 183,909.00 09/18/2025 THE ENERGY AUTHORITY August 2025 - Resource Management Monthly Fees 20,991.53 09/19/2025 Amy Williams Expense Report 9/03/2025 53.00
09/19/2025 Neyenesch Printers 2,597 Move Notice Mailing 8/27 and 9/3 401.37 09/19/2025 Northern California Pow er Agency August 2025 - Resource Adequacy Capacity 129,600.00 09/22/2025 CALPINE ENERGY SERVICES L.P. August 2025 - CAP-CAISO-LOCAL-SAN DIEGO 40,000.00 09/22/2025 DYNASTY POWER August 2025 - Environmental Attribute 34,250.00 09/22/2025 EDF TRADING NORTH AMERICA August 2025 - Capacity Purchase - 588,750.00 09/22/2025 ES 1A Group 2 Opco, LLC August 2025 - Resource Adequacy 108,360.00 09/22/2025 JPMorgan Principal Payment $13,000,000 on short term loan 13,000,000.00 November 20, 2025
CEA Treasurer’s Report

09/22/2025 JPMorgan Principal Payment $8,000,000 against credit line 8,000,000.00 09/22/2025 JPMorgan Interest expense for 8/25/25-9/23/25 96,794.60 09/22/2025 LEAPFROG POWER, INC. September 2025 - CEA RA 22,758.20 09/22/2025 Orange County Pow er Authority Sell - System Flex - August 2025 1,000,000.00 09/22/2025 SDG&E (Procurement) 08/25 CEA - PCIA VA revenues 4,429,916.92 09/22/2025 SEMPRA August 2025 - Capacity Purchases 912,500.00 09/22/2025 THE ENERGY AUTHORITY August 2025 - CAISO Weekly Statement of Activity (08/28/25-09/4/25) Total CH 122,660.91 09/22/2025 THE ENERGY AUTHORITY August 2025 - CAISO Weekly Statement of Activity (08/28/25-09/4/25) Total 1,179,283.49 09/23/2025 Citadel energy marketing llc August 2025 - CAISO DA SP-15 240,014.40 09/23/2025 DYNASTY POWER August 2025 - Environmental Attribute 2,024,457.00 09/23/2025 Maher Accountancy September services 13,000.00 09/23/2025 Reynolds, Tiffany Expense Report for September 17, 2025 325.00 09/23/2025 USPS First-Class Mail and First-Class Package Service 1,130.78 09/23/2025 Villaseñor, Karen Sep 8, 2025 to Sep 8, 2025 75.04 09/24/2025 BRENTECH INCORPORATED 1 Ow l Bar Video Conferencing 4K Video Conferencing Bar w ith Active & MoreS 5,624.39 09/24/2025 BURKE, WILLIAMS & SORENSEN, LLP July 2025 - Legal services 12,614.80 09/25/2025 EMPOWER (401a) Employee Retirement -09/20/2025 10,932.29 09/25/2025 EMPOWER (457b) Employee Retirement - 09/20/2025 5,782.30 09/25/2025 Hall Energy Law PC July 2025 - Fees for Professional Services 16,445.00 09/25/2025 Pow erex September 2025 transactions 61,687.50 09/25/2025 Resi Station LLC (Renew Home) August 2025 - Proxy Demand Response 37,264.50 09/26/2025 BURKE, WILLIAMS & SORENSEN, LLP August 2025 - Legal services 6,664.20 09/29/2025 THE ENERGY AUTHORITY August 2025 - CAISO Weekly Statement of Activity (09/05/25-09/11/25) Total C 79,510.15 09/29/2025 THE ENERGY AUTHORITY September 2025 - CAISO Weekly Statement of Activity (09/05/25-09/11/25) Tota 488,026.99 09/29/2025 Tripepi, Smith & Associates, Inc. September 2025 - Retainer Communications and Marketing Services 15,026.00 09/30/2025 Alcaraz,Sophia ER Sep 18, 2025 987.00
09/30/2025 JPMorgan Interest expense for 8/25/25-9/23/25 27,967.96 09/30/2025 Neyenesch Printers 3,036 Move Notice Mailing 9/9 and 9/16 394.45 09/30/2025 River City Bank CC August 2025 CC Statement 11,786.72 Multiple Multiple Customers NEM Cash Out 326,367.73
Total from Operating Account 41,883,979.14
09/23/2025 MORGAN STANLEY CAPITAL GROUP, INC. August 2025 - Capacity 5,105,939.46 09/23/2025 NRG Jul-25 3,522,587.47
09/23/2025 Shell Oil North America July 2025 - Pow er 4,504,798.00 09/23/2025 Tecolote Wind LLC August 2025 - Resource Adequacy Benefits 78,500.00 Total from Lockbox Account 13,211,824.93
Staff Report
DATE: November 20, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Gregory Wade, Chief Executive Officer
ITEM 2: Amendment No. 1 to the March 6, 2025, Engagement Letter with Keyes & Fox for Legal Services
RECOMMENDATION:

That the Clean Energy Alliance (CEA) Board of Directors (Board) adopt Resolution No. 2025-046 approving Amendment No. 1 to the Engagement Letter with Keyes & Fox (K&F) for Legal Services, increasing the total amount not to exceed from $100,000 to $200,000 over the engagement term from September 2024 to June 2026 and authorizing the Chief Executive Officer to sign such amendment.

BACKGROUND AND DISCUSSION:

Clean Energy Alliance (CEA) has been engaged with Keyes & Fox (K&F) since 2022 to provide regulatory legal support from which CEA has greatly benefitted under separate not to exceed engagements. As a continuation of these important services, CEA and K&F’s negotiated transaction legal services via an Engagement Letter dated March 6, 2025, initially structured with a not-to-exceed amount of $100,000.

Although CEA did not expect these immediate and limited transaction services needs to exceed $50,000, this Engagement Letter was inadvertently not reported as a contract between $50,000 and $100,000 during a subsequent Board Meeting’s Chief Executive Officer (CEO) Administrative Report.

Since execution of the Engagement Letter, the transaction legal services required by CEA expanded well beyond the capacity of CEA’s other transactional counsel (Hall Energy Law) as did the number of agreements and transactions. As such, CEA has needed the support of K&F’s transaction legal services for numerous agreements including review of Power Purchase Agreements and Energy Storage Services Agreements, which have been approved by the Board and executed, as well as other items currently under negotiation as well as the Solar Plus Business agreements which are being considered by the Board this month. K&F transaction counsel has been meeting expectations as it provides these transaction legal services and has now reached its not-to-exceed amount of $100,000. Therefore, staff recommends amending the current K&F agreement to increase the not-to-exceed amount from $100,000 to $200,000 for these transaction legal services through June 2026. Staff is also providing retroactive notification to the Board of the original Engagement Letter for these inital services.

November 20, 2025
Keyes & Fox Amendment No. 1

FISCAL IMPACT:

Funds for energy transactions services are included in the adopted budget.

Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Office
ATTACHMENTS:

A. Resolution No. 2025-046, approving Amendment No. 1 to the Engagement Letter with Keyes & Fox (K&F) for Legal Services
B. Amendment No. 1 to the Engagement Letter with Keyes & Fox (K&F) for Legal Services C. March 6, 2025 Engagement Letter with K & F
Attachment A

CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2025-046

A RESOLUTION OF THE BOARD OF DIRECTORS OF CLEAN ENERGY
ALLIANCE APPROVING AMENDMENT NO. 1 TO KEYES & FOX

ENGAGEMENT LETTER
WHEREAS, Clean Energy Alliance (CEA) is a Joint Powers Authority, formed in November 2019, whose members cities include Carlsbad, Del Mar, Escondido, Oceanside, San Marcos, Solana Beach and Vista; and
WHEREAS, as a load serving entity with a load that has grown from its conception in 2019 to its current service area in 2025, CEA requires energy transactions attorney services; and WHEREAS, the CEA Chief Executive Office (CEO) entered into an Engagement Letter Agreement with Keyes & Fox for Legal Services associated with transaction attorney services in March 2025, initially expected not to exceed $50,000 per year in costs; and WHEREAS, CEA’s need for energy transactions attorney services from Keyes & Fox has grown across both programmatic and power supply agreements and desires to increase the total not-to-exceed amount from one hundred thousand dollars ($100,000) to two hundred thousand dollars ($200,000) for these transaction legal services through June 2026.

NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the Clean Energy Alliance, as follows:

Section 1. The Board of Directors of Clean Energy Alliance hereby approves Amendment No. 1 to the professional legal services agreement with Engagement Letter Agreement with Keyes & Fox for Legal Services, increasing the total not to exceed amount to two hundred thousand dollars ($200,000) though June 2026.

Section 2. The Board of Directors of Clean Energy Alliance hereby authorizes and directs the CEO to execute such Amendment No. 1 in a form substantially similar to that presented to the Board on November 20, 2025.

Section 3. This Resolution shall take effect immediately upon approval.

CEA No. Resolution 2025-046
Keyes & Fox Letter Amendment

2 The foregoing Resolution was passed and adopted this 20th day of November, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:
________________________________________
Katie Melendez, Board Chair
ATTEST:
_______________________________
Ana Marie Alarcon, Clerk to the Board
Attachment B
-1-

FIRST AMENDMENT TO AGREEMENT WITH KEYES & FOX
WHEREAS, the CLEAN ENERGY ALLIANCE, an independent public agency (“Authority”), and KEYES & FOX entered into that certain agreement entitled ENGAGEMENT LETTER BETWEEN KEYES & FOX LLP AND CLEAN ENERGY ALLIANCE, effective on March 6, 2025, hereinafter referred to as “Original Agreement”; and
WHEREAS, Authority and KEYES & FOX have determined it is in their mutual interest to amend certain terms of the Original Agreement.

NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS:

1. “Professional Fees” Section of Original Agreement shall be amended to read as follows:
“Unless otherwise agreed to in writing, CEA will not be obligated for fees in excess of one two hundred thousand dollars ($100,000)($200,000).”

2. This Amendment shall be effective on 11/01/2025.

3. Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control.

4. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below.

CONSULTANT NAME

KEYES & FOX
By: __________________________
Name: Tim Lindl
Title: Partner
Date: __________________________

CLEAN ENERGY ALLIANT
A Joint Powers Authority
By: ___________________________
Name: Gregory Wade
Title: Chief Executive Officer
Date: __________________________

March 6, 2025
Greg Wade
Chief Executive Officer
Clean Energy Alliance
5857 Owens Ave, Suite 2023
Carlsbad, CA 92008
RE: Engagement Letter Between Keyes & Fox LLP and Clean Energy Alliance (“CEA”) Keyes & Fox LLP (“K&F”) is delighted that CEA has decided to engage K&F to act as its attorney in negotiating and drafting power purchase and energy storage agreements, other procurement-related contracts, and any other matters K&F and CEA both mutually agree to undertake for the period of September 1, 2024, through June 30, 2026, with the option to renew this agreement upon mutual consent through May of 2028 (“Legal Services”).

This letter describes the basis of the attorney-client relationship between K&F and CEA with respect to the Legal Services, and an explanation of how K&F will bill for those services.

This letter also describes the risks to and responsibilities of CEA for matters where CEA will be jointly represented along with other CCAs (“Joint Representation”).

1. Scope of Engagement
Pursuant to this Engagement Letter, K&F shall provide CEA with the Legal Services identified above. K&F will do its utmost to represent CEA effectively, provide Legal Services in an efficient manner, and respond promptly to CEA’s inquiries.

We have run a conflicts check as it relates to the proposed Legal Services, and we have not found any direct conflicts with undertaking them. If a conflict arises that may impact our ability to provide CEA with effective representation, we will promptly bring that conflict to CEA’s attention. If CEA becomes concerned about any relationship we might have with particular companies, organizations or individuals, please bring those concerns to our attention.

K&F will coordinate projects with Dan Peckham, as the designated representative of CEA, or with whomever Mr. Peckham may specifically delegate that authority. We understand that Mr. Peckham has the authority to make decisions on behalf of CEA in connection with the Legal Services proposed, and we are relying on that understanding.

2. Confidentiality of Communications and Work Product.

Generally, it is in CEA’s interest to preserve confidentiality of all communications with K&F. If CEA discloses any of our communications, it jeopardizes the privileged nature of the Attachment C

communications, so we believe it is advisable that CEA take care not to disclose privileged information to third parties.

Through this Engagement Letter, CEA authorizes K&F to engage in confidential communications with EQ Research LLC to obtain support with respect to the Legal Services.

K&F understands it is the intent of CEA that all communications and work product that are developed by, or shared with, EQ Research LLC related to the Legal Services shall be confidential and subject to attorney-client privilege and/or attorney work product privilege.

3. Fees, Costs, and Invoicing
By signing this Joint Representation Agreement, CEA agrees to pay K&F for time and out-of-pocket expenses according to the terms set forth below. a. Professional Fees
K&F will keep an hourly total of time spent on the Legal Services matters. Work will be performed at hourly rates according to the rates set forth in Attachment A to this Engagement Letter, which is incorporated by reference herein. It is K&F’s policy to adjust hourly rates for all attorneys and staff at the beginning of the calendar year. Historically, rate increases have been between 5-8% per year. Rates quoted in Attachment A are 2025 rates. Our firm’s practice is to charge for travel time, as discussed in Attachment A.

Theresa Cho will be the lead K&F attorneys providing the Legal Services to CEA. Ms.

Cho may utilize services of other K&F attorneys and support staff in connection with this matter.

By executing this Engagement Letter, you consent to Ms. Cho serving as lead attorney in providing Legal Services and to her assignment, as necessary, of work on this matter to the attorneys, support staff or EQ employees listed in Attachment A.

Unless otherwise agreed to in writing, CEA will not be obligated for fees in excess of one hundred thousand dollars ($100,000). If the option to extend is elected, budgets for any extension will be determined at that time. Agreements to exceed the fees and expenses stated herein may occur via electronic mail.
b. Expenses
Expenses may be incurred in performing the Legal Services. K&F will bill for all costs, disbursements, and expenses in addition to our hourly fees. Costs and expenses include costs for travel including mileage and parking, and similar expenses. Expenses shall be billed at actual cost.
c. Invoices and payments
K&F will invoice CEA on or around the 10th of each month for Legal Services provided during the prior calendar month. Fees for Legal Services will be earned as of the time of invoicing. Invoices shall list the matter worked on and provide information on the dates of service, time involved, attorney responsible, and activity undertaken. CEA shall be responsible for payment of the total amount of its invoice. Invoices are due and payable within thirty (30)

calendar days. Any unpaid amounts after thirty days will accrue interest at a rate of nine percent (9%) per annum.

4. Termination of K&F’s Representation
Either K&F or CEA may terminate K&F’s representation of CEA at any time and for any reason. At the time K&F’s representation of CEA concludes, all unpaid fees and costs for K&F’s Legal Services become due and payable. If at that time CEA does not request the return of files related to the Legal Services, K&F will retain such files for a period of three years, after which K&F may have the files destroyed.

5. Miscellaneous
This letter is the entire agreement between CEA and K&F concerning the provision of the Legal Services. This Engagement Letter and the scope of Legal Services provided under it may be amended from time to time by mutual agreement. California law will govern this agreement and any subsequent amendments.

6. Conclusion
If the terms of K&F’s representation as explained in this Engagement Letter are satisfactory, please execute a copy of this letter as indicated and return it to me. Please feel free to contact me if you have any questions.

We look forward to our representation of CEA.

Sincerely,
_________________________
Tim Lindl, Partner
Keyes & Fox LLP

CEA hereby authorizes K&F to represent its interests with respect to the Legal Services.

CEA acknowledges, by signing this letter, that it has had the opportunity to consult with other counsel about the consequences of this engagement and that K&F recommends that you do so.

By signing this letter, the signatory affirms that he or she understands and agrees to bind his or her company to the terms set forth in this Engagement Letter. This Engagement Letter shall not take effect, and K&F shall have no obligation to provide the Legal Service described herein, until CEA has returned a signed copy of this letter.

I have read the foregoing Engagement Letter, understand it and agree to it on behalf of CEA.

By: ______________________
Gregory Wade
Title: Chief Executive Officer
Date: __April 3, 2025___________
Attachment A: Keyes & Fox LLP 2025 Hourly Rate Sheet
åAttorneys
Kevin Fox $640
Sheridan Pauker $505
Theresa Cho $615
Alexandra Haggarty $400
EQ Research, LLC Analysts and Experts (Non-Keyes & Fox LLP Personnel) Miriam Makhyoun $260
Justin Barnes $240
Jason Hoyle $190
Riana Ackley $150
Heather DePouw $150
Alicia Zaloga $160
Corey Cochran $120
Rob Campbell $120
Travel Policy: Unless special arrangements are made, travel time is billed at the full hourly rate.

Every effort will made to work productively on the Joint Clients matters during travel. If work is performed for another client during travel, the Joint Clients will not be billed for that time. All reasonable travel expenses are billable – hotel, airfare, car rental, meals, taxi, public transit, etc.

Work Policy: Reasonable time for filing and service is billed at regular billable rates.

Miscellaneous Expenses Policy: Expenses for postage, photocopying, printing, faxing and other minor expenses directly related to a matter are billable at cost to the Joint Clients.

Staff Report
DATE: November 20, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Greg Wade, Chief Executive Officer
ITEM 3: Clean Energy Alliance Chief Executive Officer Operational and Administrative Report RECOMMENDATION:

Receive and File the Chief Executive Officer (CEO) Operational and Administrative Report.

BACKGROUND AND DISCUSSION:

This report provides an update to the Clean Energy Alliance (CEA) Board regarding operational and administrative activity.

OPERATIONAL UPDATE
CEA in the Community
To provide opportunities for the customers and communities we serve to meet with CEA staff and have their questions answered, staff continues to attend many in-person community events, organize and hold community workshops and give presentations. CEA has been busy with many of these scheduled outreach efforts. Recent events and presentations that CEA participated in:

DATE DESCRIPTION CITY
November 2, 2025 Carlsbad Village Street Faire Carlsbad November 5, 2025 Community Energy Planning Workshop Oceanside November 6, 2025 Community Energy Planning Workshop Solana Beach November 6, 2025 State of the Cleantech Industry in SD Panel San Diego November 7, 2025 17th Annual Lesley K. McAllister Climate & Law Symposium San Diego November 12, 2025 Solana Beach Climate & Resiliency Commission Presentation Solana Beach November 13, 2025 North County Climate Change Alliance Presentation Online Upcoming events in which CEA will be participating include:

DATE DESCRIPTION CITY
December 12, 2025 Winterfaith Holiday Sponsor a Family Escondido November 20, 2025
CEO Admin. Report

Call Center Activity and Participation Statistics
The following chart reflects customer activity through October 31, 2025.

Call volumes to CEA’s Call Center increased 6% from September 2025 to October 2025. The most common call topics for all customers (commercial and residential) were related to Billing inquiries, General Information, and Opt-Out Inquiry.

The total number of calls received, response times, and call duration through October 31, 2025, were as follows:

Call Center Monthly Summary – October 2025
Stats by Month Sept Aug July June Total
Total Calls 738 693 678 643 32,143
Total Calls Connected to
Agents 742 689 673 629 31,503
Average Seconds to Answer 0:00:08 0:00:14 0:00:15 0:00:08 Average Call Duration 0:10:19 0:09:33 0:10:25 0:10:21
The following table reflects enrollments in CEA’s power supply products by City. As of October 31, 2025, CEA has a total of 255,627 enrolled customer accounts as follows:
620
686
942
753 719
540
420
516
643 678 693
738
0 100
200
300
400
500
600
700
800
900
1000
Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Total Calls Calls Connected to Agents
November 20, 2025
CEO Admin. Report

Member
City
Eligible
Accounts
Clean Impact –
50%
Renewable
Clean Impact
Plus - 75%
Carbon Free
Green Impact
– 100%
Renewable
Participation
Rate
Carlsbad 55,211 152 49,380 662 91%
Del Mar 3,023 6 2,762 71 94%
Escondido 57,300 160 53,409 72 94%
Oceanside 74,397 206 68,993 104 93%
San Marcos 37,863 119 34,950 77 93%
Solana
Beach 7,788 12 6,928 158 91%
Vista 39,565 82 36,993 329 95%
TOTAL 275,147 737 253,417 1,473 93%
Solar Plus and Battery Bonus Update
As of November 4, 2025, Solar Plus has 24 active applicants and seven operational participants, or participants who have completed installation and received Permission to Operate for their solar and battery systems. Battery Bonus currently has no active applicants or operational participants. Solar Plus Connect and Battery Bonus Connect have 34 and 60 active applicants, respectively.

The table below includes a breakdown of active and completed projects by program and member city.

Active projects include any applicants currently in the pipeline and completed projects include any applicants with projects that are complete and have received Permission to Operate.

Member
City
Solar Plus Solar Plus Connect Battery Bonus Battery Bonus Connect
Status Active Complete Active Complete Active Complete Active Complete Carlsbad 5 1 3 0 0 0 10 0
Del Mar 0 0 1 0 0 0 1 0
Escondido 7 3 13 0 0 0 13 0
Oceanside 4 1 6 0 0 0 15 0
San Marcos 4 1 3 0 0 0 8 0
Solana
Beach
2 0 1 0 0 0 1 0
Vista 2 1 7 0 0 0 12 0
TOTAL 24 7 34 0 0 0 60 0
Solar Plus Connect currently has a total of $1,053,458 in SGIP funding, either approved or submitted for approval. Battery Bonus Connect currently has a total of $1,236,721 in SGIP funding either approved or submitted for approval. A breakdown of SGIP funding by member cities is included below.

Available funding through the Self-Generation Incentive Program (SGIP) for Solar Plus Connect and Battery Bonus Connect is limited and currently only open for waitlist applications.

November 20, 2025
CEO Admin. Report

Member City Solar Plus Connect Battery Bonus Connect
Carlsbad $91,080 $198,000
Del Mar $30,360 $19,800
Escondido $408,480 $257,400
Oceanside $188,520 $308,467
San Marcos $90,685 $158,400
Solana Beach $29,485 $19,800
Vista $214,848 $274,854
TOTAL $1,053,458 $1,236,721
PeakSmart Savers Update
As of November 4, 2025, the PeakSmart Savers program has 26 active participants. During the week of November 3, CEA mailed postcards to current customers formerly enrolled in SDGE’s equivalent program to promote PeakSmart Savers.

CEA declared a PeakSmart Event Day on October 29, the fourth event day since the program’s launch in June 2025. The other three events were declared on August 7, September 16 and September 23. On PeakSmart Days, participants pay a $1.10 adder per kWh during on-peak hours (4 p.m. to 9 p.m.). This adder incentivizes participants to reduce energy use during periods of high demand. Participants receive multiple notifications informing them when a PeakSmart Day is declared. On non-PeakSmart Days, participants benefit from discounted on-peak and off-peak rates (up to a 30% discount).

Member City PeakSmart Savers Participants
Carlsbad 7
Del Mar 1
Escondido 6
Oceanside 4
San Marcos 0
Solana Beach 0
Vista 8
TOTAL 26
San Diego Regional Energy Academy
CEA proudly sponsored and participated in the fall 2025 cohort of the Regional Energy Academy, a four-day comprehensive training program designed to guide community leaders through the complex energy landscape in the San Diego region. The fall session ran from Sept. 18 to Oct. 16.

Launched in 2024 by the Energy Policy Initiatives Center (EPIC) and the San Diego Regional Climate Collaborative (SDRCC), the Academy was developed as a collaborative effort with San Diego Community Power (SDCP) and San Diego Gas & Electric (SDG&E). CEA contributed a sponsorship of $5,000 for the fall 2025 and spring 2026 cohorts.

The Academy’s comprehensive curriculum includes four in-person sessions with classroom-style lectures, expert panels, and field visits to key energy-related sites across San Diego. Each year, the program selects one representative per participating organization. Participation in the Academy is free of charge, with November 20, 2025
CEO Admin. Report

lunch and transportation for field trips provided. Beyond the educational opportunity, the Academy offers a space for connection and dialogue among regional leaders across various organizations.

Programs Analyst Karen Villaseñor represented CEA in the fall 2025 cohort, joining Regulatory Analyst Emily Fabick as an alumna of the program.

Oversight Committee (ROC)
The next quarterly Risk Oversight Committee (ROC) meeting is scheduled for December 4, 2025.

Risk Contracts $50,000 - $100,000 entered into by Chief Executive Officer

VENDOR DESCRIPTION AMOUNT
None.

FISCAL IMPACT:

There is no fiscal impact with this action.

Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS: None.

Staff Report
DATE: November 20, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Gregory Wade, Chief Executive Officer
ITEM 4: Consider Adoption of Clean Energy Alliance (CEA) Resolution No. 2025-044 Setting Rates and Approving Agreements with Luminia BTM DevCo 1 LLC for CEA’s Solar Plus Business Program
RECOMMENDATION:

That the Clean Energy Alliance (CEA) Board of Directors (Board):
1) Conduct the Public Hearing: Open the Public Hearing, Receive Public Testimony, and Close the Public Hearing;
2) Adopt Resolution No. 2025-044 Setting Rates for Solar Plus Business; and 3) Approve Program Agreements with Luminia BTM DevCo 1 LLC (Luminia) and authorize the Chief Executive Officer (CEO) to execute all documents subject to General and Special Counsel approval.

BACKGROUND:

CEA’s Solar Plus and Solar Plus Connect programs provide solar and battery systems for residential customers in the CEA territory. CEA’s Battery Bonus and Battery Bonus Connect programs provide batteries for residential customers with existing solar systems. Commercial and Industrial (C&I) customers in the CEA territory could also benefit from access to solar and battery systems or, if they have existing solar panels, could benefit from the addition of batteries.

To meet the needs of CEA’s C&I customers, on March 17, 2025, CEA issued a Request for Proposals (RFP) for Behind the Meter (BTM) Commercial service providers. CEA received proposals from five (5) interested parties.

DISCUSSION:

Proposed New Solar Plus Business Program and Rates
With the approval of Solar Plus Business Program by the Board, CEA would be able to offer blended per kWh rates for solar and battery storage as well as per kWh rates for local storage for C&I customers. This structure is aligned with industry standards making it easier for customers to compare pricing when considering a solar and battery storage system, adding local storage to an existing solar system or adding a local storage only system.

November 20, 2025
Solar Plus Business Program

The proposed Solar Plus Business rates for solar plus battery systems range from $0.25/kWh to $0.50/kWh. Individual project rates are based on the Baseline Project cost adjusted for project variables.

For solar plus storage projects, the following factors can change system cost and performance relative to the base case, which in turn affects the offered rate: rooftop vs carport; roof condition and usable area; installation complexity; shading and solar irradiance; trenching and cable routing distances; distance to the point of interconnection (POI); utility service upgrades and switchgear capacity; battery size and indoor vs outdoor placement; fire suppression and code compliance; local codes, inspections, and prevailing wage; seismic, wind, or flood conditions and any hazardous materials; site access, staging space, work hours, and tenant coordination; equipment availability, tariffs, material costs; and site lease payments.

The proposed Solar Plus Business rates for local storage range from $5.00/kWh to $15.00/kWh of Installed Capacity per Month. As with the solar plus storage rates, local storage only rates are based on the Baseline Project cost adjusted for project variables. For storage only projects, the following factors can change system cost and performance relative to the base case, which in turn affects the offered rate: battery size and indoor vs outdoor placement; installation complexity; fire suppression and code compliance; distance to point of interconnection (POI); utility service upgrades and switchgear capacity; trenching and cable routing; local codes, inspections, and prevailing wage; seismic, wind, or flood conditions and any hazardous materials; site access, staging space, work hours, and tenant coordination; equipment availability, tariffs, material costs; and site lease payments.

The Solar Plus Business Program will be open to CEA commercial, industrial, multifamily dwellings, and municipal customers. The installed systems will provide:
• Clean, reliable energy
• Solar plus battery systems installation with replacement and warranty for 25 years with a 1% escalator
• Battery only systems installation with replacement and warranty for 10 years with a 0% escalator • Energy cost savings due to avoided transmission and delivery charges when using solar energy and energy from the battery storage system
In summary, approval of this item will:
• Authorize CEA’s CEO to execute the Agreements in a form substantially similar to those presented to the Board on November 20, 2025, to execute such other documents in forms acceptable to General and Special Counsel, and to take such other and further actions as may be necessary and proper to expand the Solar Plus Business Program to Commercial and Industrial customers. • Authorize implementation of the Solar Plus Business Program, expanding CEA’s customer offerings to include BTM solar and battery storage solutions for commercial, industrial, multifamily, and municipal customers.
• Set rates for commercial solar plus storage, storage addition to existing solar, or standalone solar systems.

FISCAL IMPACT:

The intent of this program is to have no financial impact to CEA by structuring each customer agreement so that the customer pays for the full system costs. However, there are three potential financial risks to CEA:

November 20, 2025
Solar Plus Business Program

1. There is a possibility that a tenant could vacate a site and elect to not make payments. CEA has negotiated detailed contract terms with Luminia that mitigate most of this risk.

2. There is a possibility that a customer does not pay its bill. This risk is inherent in all of CEA’s business and is mitigated by CEA’s Bad Debt Reserve policies and procedures.

3. It is anticipated there will be small administrative fees for billing support and implementation, the exact amount is yet to be determined and is expected to be similar to the existing rates for CEA’s Solar Plus residential program.

CEA’s staff believes that the risks are relatively low and manageable in the context of the approved CEA budget and subject to agreements prepared for this program.

Submitted for Board consideration:
___________________________________
Gregory Wade
Chief Executive Officer
ATTACHMENTS:

A. Rate Public Hearing Notice
B. Resolution No. 2025-044
C. Luminia-CEA Business Program Professional Services Agreement (PSA) D. Luminia CEA Business Program Solar Power Purchase Agreement (PPA) E. Luminia CEA Business Energy Storage Services Agreement (ESSA) F. Rate Commitment Letter – Initial
G. Rate Commitment Letter – New Tenant

PUBLIC HEARING NOTICE

CLEAN ENERGY ALLIANCE
The Board of Directors of Clean Energy Alliance will conduct a public hearing to consider adopting a resolution adding new Clean Energy Alliance rates for its Commercial and Industrial (C&I) Behind the Meter (BTM) Program, effective November 20, 2025. As proposed, the new rates will allow customers to receive commercial solar and battery systems, and vary depending upon system configuration. The exact proposed rates are available on Clean Energy Alliance’s website at TheCleanEnergyAlliance.org/billing-rates/.

DATE OF HEARING: Thursday, November 20, 2025
TIME OF HEARING: 2:00 p.m. or as soon thereafter as the matter may be heard
PLACE OF HEARING: Leucadia Wastewater District, Boardroom 1960 La Costa Avenue
Carlsbad, CA 92009
All interested persons are invited to attend the meeting and comment on adopting a Resolution Amending Rates for Clean Energy Alliance. Members of the public unable to attend the public hearing may submit their comments and recommendations in writing to Clean Energy Alliance, via email to [email protected], which must be received no later than 12 p.m. on Thursday, November 20, 2025 to ensure consideration by the Board. _____________________________ Dated: November 3, 2025
Ana Marie Alarcon, CMC
Clerk to the Board
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - -- - - - - - - - - - - - Published: Friday, November 7, 2025 San Diego Union Tribune Friday, November 14, 2025
Posted: Friday, November 7, 2025 Leucadia Wastewater District, Boardroom Attachment A
Baseline Project System Size* 500 kW-dc Solar, 1,000 kWh Storage Baseline Project Solar Production* 1,650 kWh/kW-dc
Rate Term 25 Years
Rate Escalator 1% per Year
Blended Customer Rate ($/kWh) Blended Solar Plus Storage Build Cost ($/W-dc Solar) $0.25 $1.69 to $1.89 below Baseline build cost
$0.26 $1.48 to $1.68 below Baseline build cost
$0.27 $1.27 to $1.47 below Baseline build cost
$0.28 $1.06 to $1.26 below Baseline build cost
$0.29 $0.85 to $1.05 below Baseline build cost
$0.30 $0.64 to $0.84 below Baseline build cost
$0.31 $0.43 to $0.63 below Baseline build cost
$0.32 $0.22 to $0.42 below Baseline build cost
$0.33 $0.00 to $0.21 below Baseline build cost*
$0.34 $0.01 to $0.21 above Baseline build cost
$0.35 $0.22 to $0.42 above Baseline build cost
$0.36 $0.43 to $0.63 above Baseline build cost
$0.37 $0.64 to $0.84 above Baseline build cost
$0.38 $0.85 to $1.05 above Baseline build cost
$0.39 $1.06 to $1.26 above Baseline build cost
$0.40 $1.27 to $1.47 above Baseline build cost
$0.41 $1.48 to $1.68 above Baseline build cost
$0.42 $1.69 to $1.89 above Baseline build cost
$0.43 $1.90 to $2.10 above Baseline build cost
$0.44 $2.11 to $2.31 above Baseline build cost
$0.45 $2.32 to $2.52 above Baseline build cost
$0.46 $2.53 to $2.73 above Baseline build cost
$0.47 $2.74 to $2.94 above Baseline build cost
$0.48 $2.95 to $3.15 above Baseline build cost
$0.49 $3.16 to $3.36 above Baseline build cost
$0.50 $3.37 to $3.57 above Baseline build cost
*The installed systems are optimized to meet customer needs, with a blended rate ranging from $0.25 to $0.50 per kilowatt-hour depending on system configuration.

Rate Table
Baseline Project: 500 kW-dc roof-mounted Photovoltaic Solar System (PV) paired with a 1,000 kWh Battery Energy Storage System (BESS). Typical 1–2- story commercial building. Interconnected behind the customer utility meter on the same parcel. Point of Interconnection (POI) is in the electrical room or at an external service panel. Solar and storage systems are <200 ft from the POI. Expected PV yield is 1,650 kWh/kW-dc. Tier-1 equipment. $3.61/W-dc blended solar plus storage build cost.

Clean Energy Alliance Solar Plus Business Program - Large Project Rate Sheet Large Solar Plus Storage Projects - Greater than or equal to 250 kW-dc Solar Capacity Variables: The following factors can change system cost and performance relative to the base case, which in turn affects the offered rate: rooftop vs carport; roof condition and usable area; installation complexity; shading and solar irradiance; trenching and cable routing distances; distance to POI; utility service upgrades and switchgear capacity; battery size and indoor vs outdoor placement; solar system size; fire suppression and code compliance; local codes, inspections, and prevailing wage; seismic, wind, or flood conditions and any hazardous materials; site access, staging space, work hours, and tenant coordination; equipment availability, tariffs, and material costs; site lease payments.

Baseline Project System Size* 2,000 kWh Energy Storage
Rate Term 10 Years
Rate Escalator 0% per Year
Customer Energy Storage Payment
($/kWh of Installed Capacity per Month) Energy Storage Build Cost ($/kWh Energy Capacity) $5.00 $283.00 to $329.00 below Baseline build cost
$6.00 $236.00 to $282.00 below Baseline build cost
$7.00 $189.00 to $235.00 below Baseline build cost
$8.00 $142.00 to $188.00 below Baseline build cost
$9.00 $95.00 to $141.00 below Baseline build cost
$10.00 $48.00 to $94.00 below Baseline build cost
$11.00 $0.00 to $47.00 below Baseline build cost*
$12.00 $1.00 to $47.00 above Baseline build cost
$13.00 $48.00 to $94.00 above Baseline build cost
$14.00 $95.00 to $141.00 above Baseline build cost
$15.00 $142.00 to $188.00 above Baseline build cost
Clean Energy Alliance Solar Plus Business Program - Large Project Rate Sheet Large Storage Only Projects - Greater than or equal to 1,000 kWh Energy Storage Capacity Rate Table
*The installed systems are optimized to meet customer needs, with an ESS Payment ranging from $5.00 to $15.00 per kilowatt-hour of installed energy capacity per month.

Baseline Project: 2,000 kWh Battery Energy Storage System (BESS). Interconnected behind the customer utility meter on the same parcel. Point of Interconnection (POI) is in the electrical room or at an external service panel. The system is <200 ft from the POI. Tier-1 equipment. $718/kWh energy storage build cost.

Variables: The following factors can change system cost and performance relative to the base case, which in turn affects the offered rate: battery size and indoor vs outdoor placement; installation complexity; fire suppression and code compliance; distance to POI; utility service upgrades and switchgear capacity; trenching and cable routing; local codes, inspections, and prevailing wage; seismic, wind, or flood conditions and any hazardous materials; site access, staging space, work hours, and tenant coordination; equipment availability, tariffs, and material costs; site lease payments.

Baseline Project System Size* 100 kW-dc Solar, 200 kWh Storage Baseline Project Solar Production* 1,650 kWh/kW-dc
Rate Term 25 Years
Rate Escalator 1% per Year
Blended Customer Rate ($/kWh) Blended Solar Plus Storage Build Cost ($/W-dc Solar) $0.25 $2.53 to $2.73 below Baseline build cost
$0.26 $2.32 to $2.52 below Baseline build cost
$0.27 $2.11 to $2.31 below Baseline build cost
$0.28 $1.90 to $2.10 below Baseline build cost
$0.29 $1.69 to $1.89 below Baseline build cost
$0.30 $1.48 to $1.68 below Baseline build cost
$0.31 $1.27 to $1.47 below Baseline build cost
$0.32 $1.06 to $1.26 below Baseline build cost
$0.33 $0.85 to $1.05 below Baseline build cost
$0.34 $0.64 to $0.84 below Baseline build cost
$0.35 $0.43 to $0.63 below Baseline build cost
$0.36 $0.22 to $0.42 below Baseline build cost
$0.37 $0.00 to $0.21 below Baseline build cost*
$0.38 $0.01 to $0.21 above Baseline build cost
$0.39 $0.22 to $0.42 above Baseline build cost
$0.40 $0.43 to $0.63 above Baseline build cost
$0.41 $0.64 to $0.84 above Baseline build cost
$0.42 $0.85 to $1.05 above Baseline build cost
$0.43 $1.06 to $1.26 above Baseline build cost
$0.44 $1.27 to $1.47 above Baseline build cost
$0.45 $1.48 to $1.68 above Baseline build cost
$0.46 $1.69 to $1.89 above Baseline build cost
$0.47 $1.90 to $2.10 above Baseline build cost
$0.48 $2.11 to $2.31 above Baseline build cost
$0.49 $2.32 to $2.52 above Baseline build cost
$0.50 $2.53 to $2.73 above Baseline build cost
Baseline Project: 100 kW-dc roof-mounted Photovoltaic Solar System (PV) paired with a 200 kWh Battery Energy Storage System (BESS). Typical 1–2-story commercial building. Interconnected behind the customer utility meter on the same parcel. Point of Interconnection (POI) is in the electrical room or at an external service panel. Solar and storage systems are <200 ft from the POI. Expected PV yield is 1,650 kWh/kW-dc. Tier-1 equipment. $4.56/W-dc blended solar plus storage build cost.

Variables: The following factors can change system cost and performance relative to the base case, which in turn affects the offered rate: rooftop vs carport; roof condition and usable area; installation complexity; shading and solar irradiance; trenching and cable routing distances; distance to POI; utility service upgrades and switchgear capacity; battery size and indoor vs outdoor placement; solar system size; fire suppression and code compliance; local codes, inspections, and prevailing wage; seismic, wind, or flood conditions and any hazardous materials; site access, staging space, work hours, and tenant coordination; equipment availability, tariffs, and material costs; site lease payments.

Rate Table
*The installed systems are optimized to meet customer needs, with a blended rate ranging from $0.25 to $0.50 per kilowatt-hour depending on system configuration.

Clean Energy Alliance Solar Plus Business Program - Small Project Rate Sheet Small Solar Plus Storage Projects - Less than 250 kW-dc Solar Capacity Baseline Project System Size* 500 kWh Energy Storage
Rate Term 10 Years
Rate Escalator 0% per Year
Customer Energy Storage Payment
($/kWh of Installed Capacity per Month) Energy Storage Build Cost ($/kWh Energy Capacity) $5.00 $330.00 to $376.00 below Baseline build cost
$6.00 $283.00 to $329.00 below Baseline build cost
$7.00 $236.00 to $282.00 below Baseline build cost
$8.00 $189.00 to $235.00 below Baseline build cost
$9.00 $142.00 to $188.00 below Baseline build cost
$10.00 $95.00 to $141.00 below Baseline build cost
$11.00 $48.00 to $94.00 below Baseline build cost
$12.00 $0.00 to $47.00 below Baseline build cost*
$13.00 $1.00 to $47.00 above Baseline build cost
$14.00 $48.00 to $94.00 above Baseline build cost
$15.00 $95.00 to $141.00 above Baseline build cost
Rate Table
Baseline Project: 500 kWh Battery Energy Storage System (BESS). Interconnected behind the customer utility meter on the same parcel. Point of Interconnection (POI) is in the electrical room or at an external service panel. The system is <200 ft from the POI. Tier-1 equipment. $847/kWh energy storage build cost.

Variables: The following factors can change system cost and performance relative to the base case, which in turn affects the offered rate: battery size and indoor vs outdoor placement; installation complexity; fire suppression and code compliance; distance to POI; utility service upgrades and switchgear capacity; trenching and cable routing; local codes, inspections, and prevailing wage; seismic, wind, or flood conditions and any hazardous materials; site access, staging space, work hours, and tenant coordination; equipment availability, tariffs, and material costs; site lease payments. *The installed systems are optimized to meet customer needs, with an ESS Payment ranging from $5.00 to $15.00 per kilowatt-hour of installed energy capacity per month.

Clean Energy Alliance Solar Plus Business Program - Small Project Rate Sheet Small Storage Only Projects - Less than 1,000 kWh Energy Storage Capacity

CLEAN ENERGY ALLIANCE
RESOLUTION NO. 2025-044

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CLEAN ENERGY

ALLIANCE APPROVING THE DISTRIBUTED MICROGRIDS COMMERCIAL & INDUSTRIAL PROGRAM AGREEMENTS WITH LUMINIA BTM DEVCO
1 LLC FOR THE SOLAR PLUS BUSINESS PROGRAM AND AUTHORIZING

THE CHIEF EXECUTIVE OFFICER TO EXECUTE THE AGREEMENTS
WHEREAS, the Clean Energy Alliance (CEA) is a joint powers agency, formed in November 2019, under the Joint Exercise of Power Act, California Government Code Section 6500 et seq.; and
WHEREAS, Section 4.6 of the Joint Powers Authority (JPA) Agreement establishes the specific responsibility of the CEA Board of Directors to adopt retail rates for power; and WHEREAS, on October 26, 2023, the Board adopted Resolution No. 2023-009 setting rates and approving agreements for the CEA Solar Plus Residential Distributed Microgrids Program making Solar and Battery Storage Systems available to CEA customers; and WHEREAS, on November 21, 2024, the Board conducted a Public Hearing and approved Resolution No. 2024-021 setting new rates for Solar Plus and Solar Plus Connect that contemplated allowing local installers (Channel Partners) to participate in the Solar Plus Program.

WHEREAS, on January 30, 2025, the Board adopted Resolution No. 2025-001 approving the Distributed Microgrids Framework Program Agreement, including its schedule and attachments, with Participate Energy (the “Agreement”) for the expansion of the Solar Plus Program to allow additional Installers, also known as Channel Partners NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the Clean Energy Alliance, as follows:

Section 1. The Board of Directors of Clean Energy Alliance hereby approves the Distributed Microgrids Professional Services Agreement, including its schedule and attachments, the Power Purchase Agreement, including its schedule and attachments, with Luminia BTM DevCo 1 LLC for the expansion of the Solar Plus Program to provide Distributed Microgrids to Commercial and Industrial CEA customers, as presented to the Board on November 20, 2025.

Section 2. CEA’s Chief Executive Officer is hereby authorized and directed to execute the Agreements in a form substantially similar to those presented to the Board on November 20, 2025 and to executed such other documents in forms acceptable to General and Special Counsel and take such other and further actions as may be necessary and proper to expand the Solar Plus Program to Commercial and Industrial customers, and accomplish the purposes of this Resolution.

Attachment B
CEA No. Resolution 2025-044
Solar Plus Channel Agreements

Section 3. The Board of Directors of CEA hereby approves the addition of CEA Rates detailed in Attachment A.

Section 4. Rates are to be effective November 21, 2025.

Section 5. This Resolution shall take effect immediately upon approval.

The foregoing Resolution was passed and adopted this 20th day of November, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:
________________________________________
Katie Melendez, Chair
ATTEST:
_______________________________
Ana Marie Alarcon, Clerk to the Board
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AGREEMENT BETWEEN THE CLEAN ENERGY ALLIANCE AND
[LUMINIA ENTITY], FOR

SOLAR PLUS BUSINESS - COMMERCIAL BEHIND THE METER DISTRIBUTED

ENERGY PROGRAM SERVICES
THIS AGREEMENT, is entered into this Click here to enter DAY. of ENTER MONTH., ENTER YEAR., by and between CLEAN ENERGY ALLIANCE, an independent joint powers authority ("Authority"), and Luminia BTM DevCo 1 LLC, a California limited liability company ("Consultant") (collectively referred to as the “Parties” or individually as a “Party”), with respect to the following essential facts:

RECITALS:

A. Authority is an independent public agency duly organized under the provisions of the Joint Exercise of Powers Act of the State of California (Government Code Sections 6500 et seq.) (“Act”) with the power to conduct its business and enter into agreements.

B. Consultant possesses the skill, experience, ability, background, and knowledge to provide the services described in this Agreement pursuant to the terms and conditions described herein and is duly authorized and registered to do business in the State of California.

C. Authority and Consultant desire to enter into this Agreement for Solar Plus Business - Commercial Behind The Meter Distributed Energy Program (“Program”) services.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on Click here to enter beginning of term., and shall terminate on the fourth anniversary of the date of this Agreement (“Term”), unless terminated earlier pursuant to Section 19 hereof or extended upon the written mutual agreement of the Parties.

2. SERVICES TO BE PERFORMED
Consultant shall perform the Services defined and set forth in Exhibit "A" pursuant to the schedule of performance set forth in Exhibit "B," both of which are attached hereto and incorporated herein fully by this reference. In the event that greater than 10 MW (nameplate solar AC) of solar and energy storage systems are added to the Program in any calendar quarter of the term of this Agreement, or greater than 10 MW (nameplate AC storage capacity) of standalone energy storage systems, the Parties agree to meet and confer and use commercially reasonable efforts to coordinate the installation and permission to operate timing for such respective systems with the goal of minimizing any interference with the Authority’s other wholesale power delivery obligations. For clarity, the 10 MW quarterly limit for standalone energy storage systems is separate from and in addition to the 10 MW quarterly limit applicable to solar-plus-storage systems described above. Parties agree to work together to develop program guidelines and update them, as necessary, throughout the Term to enhance the Program’s effectiveness and stakeholder value.

Attachment C
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3. COMPENSATION TO CONSULTANT
Consultant acknowledges that it will not earn separate compensation for its Services under this Agreement, and that the compensation that Consultant (or its affiliates) will receive under that certain Master Power Purchase and Sale Agreement in substantially the form attached hereto as Exhibit “D” (the “Master PPA”) and that certain Master Energy Storage Service Agreement in substantially the form attached hereto as Exhibit “E” (the “Master ESSA”) constitutes sufficient consideration for the Services to be provided pursuant to this Agreement.

4. TIME IS OF THE ESSENCE
Consultant and Authority agree that time is of the essence regarding the performance of this Agreement.

5. STANDARD OF CARE
Consultant agrees to perform all Services required by this Agreement in a manner commensurate with or exceeding the prevailing standards for a commercial and industrial, behind the meter distributed energy program consultant in California and agrees that all Services shall be performed by qualified and experienced personnel in conformity with the applicable requirements of federal, state and local laws in effect at the time that the Services are being performed.

6. INDEPENDENT PARTIES
Authority and Consultant intend that the relationship between them created by this Agreement is that of an independent contractor. The manner and means of conducting the work are under the control of Consultant as an independent contractor and in pursuit of Consultant’s independent calling, except to the extent that they are limited by statute, rule or regulation or the express terms of this Agreement. The Consultant has and shall retain the right to exercise full control and supervision of all persons assisting the Consultant in the performance of the Services required by this Agreement, Authority only being concerned with the finished results of the work being performed. No civil service status or other right of employment will be acquired by virtue of Consultant's Services. None of the benefits provided by Authority to its employees, including but not limited to, employer-paid payroll taxes, Social Security, retirement benefits, health benefits, unemployment insurance, workers’ compensation plans, vacation and sick leave, nor any other benefits are available from Authority to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. It is the intent of the Parties that neither Consultant nor its officers, employees or agents are to be considered employees of Authority, whether “common law” or otherwise, and Consultant shall indemnify, defend and hold Authority harmless from any such obligations related to its officers, employees and agents.

7. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF AUTHORITY.

Authority is organized as a Joint Powers Authority in accordance with the Joint Powers Act of the State of California (Government Code Sections 6500 et seq.) pursuant to a Joint Powers Agreement dated November 4, 2019, as amended from time to time, and is a public entity separate from its constituent members. Authority shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Contractor shall have no rights and shall not CEA DRAFT 10.14.25

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make any claims, take any actions or assert any remedies against any of Authority’s constituent members in connection with this Agreement.

8. NON-DISCRIMINATION
Consultant agrees that it shall not harass or discriminate against a job applicant, an Authority employee or contractor, or Consultant’s employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital or veteran status, medical condition, pregnancy, sex, age, sexual orientation, genetic information, gender expression, or any other protected class. Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their sex, race, color, age, religion, ancestry, national origin, disability, military or veteran status, medical condition, genetic information, gender expression, marital status, or sexual orientation and shall make reasonable accommodation to qualified individuals with disabilities or medical conditions.

Such action shall include, but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, or recruitment advertising, layoff or termination, rates of pay, or other forms of compensation, and selection for training, including apprenticeship. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement.

9. HOLD HARMLESS AND INDEMNIFICATION
A. General Indemnification. Each Party (the “Indemnifying Party”) shall, to the fullest extent allowed by law indemnify, defend, and hold harmless the other Party, its members, and their respective officers, officials, agents, employees and volunteers (collectively “Indemnitees”) from and against any and all liabilities, claims, actions, causes of action, proceedings, suits, demands, damages, judgments, liens, levies, costs, expenses, and losses arising out of or related to a material breach of this Agreement by the Indemnifying Party or the negligence or willful misconduct of the Indemnifying Party or its employees, officers, officials, agents or independent contractors in the performance of or failure to perform this Agreement, except where caused by the negligence or willful misconduct of any of the Indemnitees. Such costs and expenses shall include reasonable attorneys’ fees of counsel of the Indemnitees’ choice, expert fees and all other costs and fees of litigation.

B. Employee Benefits Eligibility Indemnification. In the event that Consultant’s employee, subcontractor, independent contractor or other person providing the Services under this Agreement on Consultant’s behalf (collectively, “Consultant’s Personnel”) claims or is determined by a court of competent jurisdiction or administrative agency to be eligible for enrollment in or entitled to any benefits of the Authority or its constituent members, Consultant shall indemnify, defend, and hold harmless Authority or its constituent members for the payment of any employer and employee contributions for such benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions that would otherwise be the responsibility of the Authority or its constituent members. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant’s Personnel providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation and benefit including, but not limited to, eligibility to enroll in any benefit program as an employee of Authority or its constituent members and entitlement to any contributions to be paid by Authority or its constituent members for employer contributions and/or employee contributions for any employee benefits.

C. Indemnification for Employee Payments. Consultant agrees to defend and indemnify CEA DRAFT 10.14.25

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the Authority and its constituent members for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to any retirement system, social security, salary or wages, overtime payment, or workers’ compensation payment which the Authority or its constituent members may be required to make for work done under this Agreement.

D. The acceptance of the Services provided by this Agreement by Authority shall not operate as a waiver of the right of indemnification. The provisions of this Section 9 shall not be limited by any provision of insurance coverage that the Consultant may have in effect or be required to obtain and maintain during the term of this Agreement. The provisions of this Section 9 are continuing obligations and survive the completion of the Services or termination of this Agreement.

10. INSURANCE:

A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish Authority with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "C," which is attached hereto and incorporated herein by this reference. Such insurance and certificates, which do not limit Consultant’s indemnification obligations under this Agreement, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the Authority by certified mail, Attention: General Counsel. Ten (10) days advance written notice for cancellation due to non-payment of premium shall be provided by the insurer to the Authority in the same manner." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to Authority and licensed to do insurance business in the State of California. Endorsements naming the Authority as additional insured shall be submitted with the insurance certificates. All endorsements shall be on forms approved by Authority. Consultant shall provide certified copies of required insurance policies, which shall include the declaration pages, a schedule of forms listing all policy endorsements, and all policy forms, upon Authority’s request.

B. Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to its insurance for recovery. Consultant hereby grants to Authority, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or Authority with respect to the Services of Consultant herein, a waiver of any right to subrogation that any such insurer of Consultant may acquire against Authority by virtue of the payment of any loss under such insurance.

C. Primary and Non-contributory. The commercial general liability, including any excess or umbrella policies being used to meet the required limits of insurance, and automobile liability policies shall contain, or be endorsed to contain, a provision that such policies are primary and non-contributory to any insurance that may be carried by the Authority or its members, as reflected in an endorsement at least as broad as CG 20 01 04 13, which shall be submitted to the Authority. Any insurance or self-insurance maintained by the Authority, its members or their respective officers, officials, agents, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

D. Failure to secure or maintain insurance. If Consultant at any time during the Term CEA DRAFT 10.14.25

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hereof should fail to secure or maintain the foregoing insurance, Authority shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

E. Additional Insured. Authority, its members, and their respective officers, officials, agents, employees and volunteers shall be named as additional insureds under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

F. Self-Insured Retentions. Any self-insured retentions are the responsibility of the Consultant and must be declared to and approved by Authority. At the option of Authority, either (1) the insurer shall reduce or eliminate such self-insured retentions with respect to the Authority, its members, and their respective officers, officials, agents, employees and volunteers, or (2) the Consultant shall provide a financial guarantee satisfactory to Authority guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

G. Sufficiency of Insurance. The insurance limits required by Authority are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant.

H. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the additional insureds. Furthermore, the requirements for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.

I. Special Risks or Circumstances. Authority reserves the right to modify these requirements, including limits, based on the nature of risk, prior experience, insurer, coverage, or other special circumstances.

11. CONFLICT OF INTEREST
Consultant represents and warrants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it will not employ any person having such an interest.

Consultant agrees to advise Authority immediately if any conflict arises and understands that it will be required to fill out a conflict of interest form under Authority’s Conflict of Interest Code.

12. PROHIBITION AGAINST TRANSFERS
Consultant shall not assign, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of Authority, which consent shall not be unreasonably withheld, delayed, or conditioned; provided that, Consultant may, without Authority’s prior written consent, (i) assign, hypothecate, or transfer this Agreement or the accounts, revenues, or proceeds hereof in connection with any financing or other CEA DRAFT 10.14.25

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financial arrangements, (ii) transfer or assign this Agreement to an affiliate of Consultant, or (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Consultant. Any attempt to assign, hypothecate, or transfer this Agreement in violation of this Section 12 shall be null and void, and any assignee, pledgee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

Written notice of any assignment shall be promptly furnished to Authority by Consultant.

Except for assignments permitted under this Section 12, the sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or managing member or joint venturer or syndicate member or cotenant, if Consultant is a partnership or limited liability company or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation or partnership or limited liability company or other entity.

13. SUBCONTRACTOR APPROVAL
A. In the event that Consultant determines subcontractors are needed for the performance of this Agreement, Consultant shall obtain written approval of the subcontractor(s) from Authority prior to the employment or engagement of any kind whatsoever with the subcontractor.

B. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance in substantial conformity to the insurance carried by Consultant. In addition, any work or Services subcontracted hereunder shall be subject to each provision of this Agreement.

C. If Consultant subcontracts for any of the work to be performed under this Agreement, Consultant shall be as fully responsible to the Authority for the acts and omissions of Consultant’s subcontractors and for the persons either directly or indirectly employed by the subcontractors, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Agreement shall create any contractual relationship between any subcontractors of Consultant and the Authority or its members. In any dispute between the Consultant and its subcontractor, neither the Authority nor any of its members shall be made a party to any judicial or administrative proceeding to resolve the dispute unless required by applicable law. The Consultant agrees to defend, hold harmless and indemnify the Indemnitees as described in Section 9 of this Agreement, should any of the Indemnitees be made a party to any judicial or administrative proceeding to resolve any such dispute, but only to the extent such proceeding arose from Consultant’s breach of this Agreement or the negligence or willful misconduct in the performance of or failure to perform this Agreement.

D. Consultant agrees to include within their subcontract(s) with any and all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work.

Subcontractors hired by Consultant shall agree to be bound to Consultant and Authority in the same manner and to the same extent as Consultant is bound to Authority under this Agreement.

Subcontractors shall agree to include these same provisions within any sub-subcontract.

Consultant shall provide a copy of the indemnity and insurance provisions of this Agreement to any subcontractor. Consultant shall require all subcontractors to provide valid certificates of insurance and the required endorsements prior to commencement of any work and will provide CEA DRAFT 10.14.25

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proof of compliance to Authority.

14. REPORTS
A. Each and every report, draft, work product, map, drawing, specification, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant as it relates solely to the Consultant’s Services required under this Agreement, shall be the exclusive property of Authority and is hereby assigned to the Authority.

For clarity, Consultant shall not be required to provide any proprietary pricing information, commercial terms, equipment and installer costs, or other confidential business information in any Report. Consultant shall not copyright any Report prepared as part of the Services required by this Agreement, except as may be requested on Authority’s behalf. Consultant expressly waives and disclaims, any copyright in, and the right to reproduce all Reports, except upon the Authority’s prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. Consultant shall, upon request of Authority, execute any further document(s) necessary to further effectuate this waiver and disclaimer. Any Report, information and data acquired or required by this Agreement shall become the property of Authority, and all publication rights are reserved to Authority. Consultant may retain a copy of any Report furnished to Authority pursuant to this Agreement.

B. Consultant shall, at such time and in such form as Authority may require, furnish reports concerning the status of the Services required under this Agreement.

C. All Reports also shall be provided in electronic format.

D. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement that has not been publicly released shall be made available to any individual or organization by Consultant without prior written approval by Authority.

15. RECORDS
Consultant shall maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by Authority that directly relate to the performance of Services under this Agreement, in sufficient detail to permit an evaluation of the Services and costs. All such records shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to Authority or its designees at all proper times, and gives Authority the right to examine and audit same, and to make transcripts and copies therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities directly related to this Agreement. Such records, together with supporting documents, shall be maintained for a minimum period of five (5) years after Consultant receives final payment from Authority for all Services required under this Agreement.

16. SUPPLIER DIVERSITY
General Order 156 (GO 156) is a California Public Utilities Commission ruling that requires utility entities to procure at least 21.5% of their contracts with majority women-owned, minority-owned, disabled veteran-owned and LGBT-owned business enterprises' (“WMDVLGBTBEs”) in all categories. Qualified businesses become GO 156 certified through the CPUC and are then added to the GO 156 Clearinghouse database.

The CPUC Clearinghouse can be found here: www.thesupplierclearinghouse.com. While Authority is not legally required to comply with GO 156, Authority’s policies and commitment to diversity are consistent with the principles of GO 156, and Authority has an Inclusive and CEA DRAFT 10.14.25

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Sustainable Workforce Policy, which can be found at https://thecleanenergyalliance.org/key-documents.

Authority will provide a link to a survey annually to each of its contract vendors, which may ask for disclosure of (a) their GO 156 certification status, (b) their efforts to work with diverse business enterprises, including those owned or operated by women (“WBE”), minorities (“MBE”), disabled veterans (“DVBE”), and lesbian, gay, bisexual, or transgender people (“LGBTBE”); and (c) other information regarding inclusivity in their workforce or related to Authority’s goals as stated in Authority’s Inclusive and Sustainable Workforce Policy. Authority will use the information obtained solely to help evaluate how well it is conforming to its own policies and goals. Pursuant to California Proposition 209, Authority does not discriminate against nor grant preferential treatment based on race, sex, color, ethnicity, or national origin.

17. CONFIDENTIALITY AND SECURITY
A. Confidential Information. Each Party shall maintain in confidence and not disclose to any third party nor use in any manner not required or authorized under this Agreement any and all proprietary or confidential information held by or provided by the other Party, including confidential information regarding Authority’s customers and employees, except as may be required by law.

B. Security.

1. Implementation. Each Party shall implement commercially reasonable administrative, technical and physical safeguards designed to: (a) ensure the security and confidentiality of data and information provided by the other Party or used in connection with performance under this Agreement, including data or information about third parties (“Confidential Data”); (b) protect against any anticipated threats or hazards to the security or integrity of Confidential Data; and (c) protect against unauthorized access to or use of Confidential Data. Each Party shall review and test such safeguards on no less than an annual basis.

2. Network. If either Party makes Confidential Data accessible through the Internet or other networked environment, such Party shall be solely responsible for all aspects of Internet use, and shall maintain, in connection with the operation or use of Confidential Data, adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication and non-repudiation and virus detection and eradication.

3. Personal Data. If Consultant processes or otherwise has access to any personal data or personal information on Authority’s behalf when performing Consultant’s Services and obligations under this Agreement, then: (a) Authority shall be the data controller (where “data controller” means an entity which alone or jointly with others determines purposes for which and the manner in which any personal data are, or are to be, processed) and Consultant shall be a data processor (where “data processor” means an entity which processes the data only on behalf of the data controller and not for any purposes of its own); (b) Authority shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant personal data or personal information to Consultant so that Consultant may lawfully use, process and transfer the personal data and personal information in accordance with this Agreement on Authority’s behalf in order for Consultant to provide the Services and perform its other obligations under this Agreement; (c) Consultant shall process the personal data and personal information only CEA DRAFT 10.14.25

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in accordance with any lawful and reasonable instructions given by Authority from time to time and in accordance with the terms of this Agreement; and (d) each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data and personal information or its accidental loss, destruction or damage so that, having regard to the state of technological development and the cost of implementing any measures, the measures taken ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction or damage in relation to the personal data and personal information and the nature of the personal data and personal information being protected.

If necessary, the Parties will cooperate to document these measures taken.

4. Information Security. Each Party represents and warrants that its collection, access, use, storage, disposal and disclosure of Confidential Data accessed and/or collected from the other Party does and will comply with all applicable federal and state privacy and data protection laws. In the event of any security breach, the Party experiencing the breach shall: (a) Provide the other Party with the name and contact information for an employee who shall serve as the other Party’s primary security contact and shall be available to assist the other Party twenty-four (24) hours per day, seven (7) days per week as a contact in resolving obligations associated with a security breach; and (b) Notify the other Party of a security breach as soon as practicable, but no later than twenty-four (24) hours after the Party experiencing the security breach becomes aware of it. Immediately following the Party experiencing the security breach notification to the other Party of a security breach, the Parties shall coordinate with each other to investigate the security breach. The Party experiencing the security breach agrees to fully cooperate with the other Party in its handling of the matter. The Party experiencing the security breach shall use best efforts to immediately remedy any security breach and prevent any further security breach at its own expense in accordance with applicable privacy rights, laws, regulations and standards. Where Consultant is the Party experiencing the security breach, Consultant agrees to provide, at its expense, up to one year of credit monitoring services to third parties impacted by any data breach involving the loss of personally identifiable information.

C. Notice and Remedy of Breaches. Each Party shall promptly give notice to the other of any actual or suspected breach by it of any of the provisions of this Section 17 of this Agreement, whether or not intentional, and the breaching Party shall, at its expense, take all steps reasonably requested by the other Party to prevent or remedy the breach.

D. Enforcement. Each Party acknowledges that any breach of any of the provisions of this Section 17 of this Agreement may result in irreparable injury to the other for which money damages would not adequately compensate. If there is a breach, then the injured Party shall be entitled, in addition to all other rights and remedies which it may have, to have a decree of specific performance or an injunction issued by any competent court, requiring the breach to be cured or enjoining all persons involved from continuing the breach.

18. NOTICES
All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided.

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All notices, demands, requests, or approvals shall be addressed as follows:

TO AUTHORITY:

Clean Energy Alliance
Chief Executive Officer
5857 Owens Ave, 3rd Floor
Carlsbad, CA 92008
TO CONSULTANT:

Luminia BTM DevCo 1 LLC
Attn: Alan Whiting, CFO
12707 High Bluff Drive, Ste 115
San Diego, CA 92310

19. TERMINATION
A. In the event Consultant materially fails or refuses to perform its obligations required under this Agreement, Authority may terminate this Agreement by giving written notice of default to Consultant. If Consultant fails to cure the default within the time specified in such notice (which shall be not less than 60 days) and according to the requirements set forth in the written notice of default, and in addition to any other remedy available to Authority by law, Authority may terminate this Agreement by giving Consultant written notice of termination, which shall be effective immediately. Upon termination, Consultant shall promptly discontinue performance and within ten (10) business days: (1) assemble all documents owned by Authority and in Consultant’s possession, and deliver said documents to Authority; and (2) place all work in progress in a safe and protected condition. For the avoidance of doubt, the termination of this Agreement shall have no effect upon and shall not effect a termination of the Master PPA, the Master ESSA, or any other agreement between or among the Parties or their affiliates.

B. Upon termination, Consultant shall immediately deliver to Authority any and all Reports, whether or not completed, prepared by Consultant or given to Consultant, in connection with this Agreement. Such Reports are the property of Authority pursuant to Section 14 hereof.

C. The following sections shall survive termination or expiration of this Agreement:

Section 9 (Indemnification), Section 17 (Confidentiality and Security), and Section 19 (Termination).

20. COMPLIANCE
Consultant shall comply with all applicable local, state and federal laws, now existing or hereafter amended or enacted.

21. CONFLICT OF LAW
This Agreement shall be interpreted under, and enforced by the laws of the State of California. This Agreement and obligations of the Parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought related to this Agreement shall be filed with the Superior CEA DRAFT 10.14.25

Rev 12-22-22
Court of the County of San Diego, State of California. Consultant hereby waives any and all objections to personal jurisdiction and venue in said forum.

22. ADVERTISEMENT
Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, lithographs, posters or cards of any kind pertaining to the Services performed under this Agreement unless prior written approval has been secured from Authority to do otherwise.

23. WAIVER
A waiver by Authority of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

24. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein; provided that the Master PPA and the Master ESSA shall not be merged herein and shall remain separate definitive agreements between the Parties. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by a written document signed by both Authority and Consultant.

25. DRAFTING AMBIGUITIES
The Parties agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms and conditions of this Agreement, and the decision of whether or not to seek advice of counsel with respect to this Agreement is a decision which is the sole responsibility of each Party. This Agreement shall not be construed in favor of or against either Party by reason of the extent to which each Party participated in the drafting of the Agreement.

26. INSERTED PROVISIONS
Each provision and clause required by law to be inserted into this Agreement shall be deemed to be incorporated herein, and this Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, this Agreement shall be amended to make such insertion on application by either Party.

27. CAPTIONS AND TERMS
The captions in this Agreement are for convenience only, are not a part of this Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

28. CONSEQUENTIAL DAMAGES
Neither Party shall be liable to the other for consequential damages, including, without limitation, loss of use or loss of profits, incurred by one another or their subsidiaries or successors, regardless of whether such damages are caused by breach of contract, willful misconduct, negligent act or omission, or other wrongful act of either of them.

CEA DRAFT 10.14.25

Rev 12-22-22

29. SEVERABILITY
In the event that any part of this Agreement is found to be illegal or unenforceable under the law as it is now or hereafter in effect, either Party will be excused from performance of such portion or portions of this Agreement that is found to be illegal or unenforceable without affecting the remaining provisions of this Agreement.

30. COUNTERPARTS/ELECTRONIC SIGNATURES
This Agreement may be executed electronically and in any number of counterparts, which together shall constitute one and the same agreement. A true and correct electronic copy of this Agreement may be used for all purposes as an original.

29. SIGNATORY AUTHORITY
The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.

IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the date set forth above.

Luminia BTM DevCo 1 LLC
By: __________________________
Name: David Field
Title: Chief Executive Officer

CLEAN ENERGY ALLIANCE
A Joint Powers Authority
By: ___________________________
Name: Gregory Wade
Title: Chief Executive Officer
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
Exhibit A
Scope of Services
Consultant shall perform the following services (collectively, “Services”) for the Authority:

Consultant shall provide turnkey program administration, project development, and portfolio management services for the Authority’s Solar Plus Business Program. The Program involves deploying solar-plus-battery systems, batteries paired to existing solar systems, and standalone battery systems on commercial, industrial, and municipal properties within the Authority’s service territory. Consultant’s role includes customer engagement and marketing, technical review and design, installation and construction management, project financing and ownership, operations and maintenance, and program reporting. Consultant will serve as the Program Administrator, ensuring that projects are delivered using qualified local installation partners, prevailing wage labor, and tier 1 equipment, while providing Authority with transparency, project level and portfolio-wide reporting.

Consultant, as Program Administrator will provide the following services in support of the development, implementation, and long-term success of the Program:

Governance & Oversight
− Provide day-to-day Program management and turnkey execution.

Program Administration
− Serve as the primary point of contact for all Program activities. − Develop and maintain Program guidelines, processes, and supporting documentation. − Coordinate with stakeholders, including property owners, utilities, regulators, and financing partners.
− Manage the customer journey from inquiry through operation. − Track and manage overall Program performance against goals and milestones.

Marketing and Public Relations (“PR”)
− Subject to Authority’s approval Consultant will:
o Develop all Program marketing and PR materials.
o Create educational materials, including training materials for Authority staff, materials for community engagement events and stakeholders. o Promote the Program to local media outlets, community groups and business associations.

Community Engagement
− Implement omni-channel outreach and marketing campaigns using online, installer, and direct outreach channels.
− Support outreach to property owners, tenants, and local communities regarding Program benefits.
− Use best efforts to engage with G.O. 156 qualified vendors, local labor, minority-owned and veteran-owned contractors as installation partners. − Promote workforce development through training and onboarding programs.

Project Origination and Development
− Identify, screen, and qualify customer candidate sites for solar + storage and standalone storage deployment.
− Analyze customer electric consumption data to verify system size. − Generate customer proposals.
− Conduct feasibility studies, including technical, financial modeling, underwriting and regulatory assessments.
− Secure executed customer agreements (i.e. site lease agreement).

Design, Engineering and Development
− Oversee and validate preliminary and final system designs, including solar photovoltaic (PV), storage, and microgrid components.
− Ensure all designs comply with Program specifications and applicable codes, standards, and utility requirements.
− Coordinate with licensed engineers, architects, and contractors as required. − Oversee interconnection applications and approvals with the utility and all required building permits and approvals.

Construction and Implementation Oversight
− Manage procurement, contracting with licensed installer, and construction of all Program projects.
− Ensure prevailing wage, local labor and code compliance. − Oversee construction schedules, budgets, and quality control. − Coordinate with utilities, inspectors, and authorities having jurisdiction (AHJs) to achieve permission to operate (PTO).

Financing and Contracting
− Structure and execute master Power Purchase Agreement (PPA) and ESSA and project level exhibits.
− Secure and manage financing for project development, construction, and operations. − Administer incentive applications and compliance reporting for state or federal programs.

Operations and Maintenance (O&M), and Asset Management
− Provide ongoing asset management, monitoring, and reporting data for all deployed systems and aggregated portfolio data.
− Ensure systems perform to contracted output and efficiency standards. − Coordinate preventative and corrective maintenance with qualified service providers. − Maintain roof reserve for system removal and reinstallation.

Billing
− Submit PPA & ESSA invoices to Authority.
− Provide project production data necessary for Authority customer billing.

Program Reporting and Compliance
− Prepare and deliver periodic Program status reports, including adoption and key milestones, along with financial and operational performance metrics. o Generate annual customer savings reports
o Sales and marketing pipeline reports
o Development pipeline reports
o Portfolio status reports
− Report on job creation, local vendor participation, and community benefits attributable to the Program.
− Maintain compliance with all applicable laws, regulations, and Program requirements. − Provide audit support and documentation as requested by Authority.

Exhibit B
Schedule of Performance
Consultant shall diligently and timely perform the services under this Agreement to Authority’s satisfaction according to the following timetable, which may be revised by Authority from time to time:

Task Due Date
Program Design Finalization Dec 15, 2025
Program Tech & Marking Integration Feb. 15, 2026
Soft Launch March 15, 2026
Full Launch May 1, 2026
Exhibit C
Insurance Requirements and Proof of Insurance
Proof of insurance coverage described below is attached to this Exhibit, with Authority and its members and their respective officials, officers, employees, agents and volunteers named as additional insured.

Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

Statutory coverage as required by the State of California and providing, at minimum, $1,000,000.00 employers’ liability coverage.
(2) Liability:

Commercial general liability (“CGL”) coverage with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate for bodily injury and property damage, including ongoing and completed operations. ISO occurrence Form CG 0001 or equivalent is required. If limits apply separately to this Agreement (CG 25 03 or 25 04), the general aggregate limit shall not apply. There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. insured claims or contractual liability. All defense costs shall be outside the limits of the policy. If Consultant or subcontractor maintains higher limits than the limits shown above, Authority shall be entitled to coverage for the higher limits maintained by the Consultant and their subcontractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Authority. Any excess or umbrella policies being used to meet the required limits of insurance will be evaluated separately and must meet the same qualifications as Consultant’s primary policy.
(3) Automotive:

Commercial Automobile Liability Insurance for all of Consultant’s automobiles including owned, hired and non-owned automobiles, automobile insurance written on an ISO form CA 00 01 12 90 or a later version of this form or an equivalent form providing coverage at least as broad for bodily injury and property damage for a combined single limit no less than $1,000,000.00 per occurrence. Insurance certificate shall reflect coverage for any automobile (any auto). (4) Professional Liability
Professional liability insurance that includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000 per claim and $2,000,000 annual aggregate. Consultant shall ensure both that (1) the policy retroactive date is on or before the date of commencement of the services; and (2) the policy will be maintained in force for a period of three years after substantial completion of the services or termination of this Agreement, whichever occurs last. Consultant agrees that for the time period defined above, there will be no changes or endorsements to the policy that increase Authority’s exposure to loss.

All defense costs shall be outside the limits of the policy. If Consultant maintains higher limits than the limits shown above, Authority shall be entitled to coverage for the higher limits maintained by Consultant. Any available proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Authority.
(5) Cyber Liability
Cyber Liability with a limit of $2,000,000 per occurrence or claim and $4,000,000 annual aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Consultant in this Agreement and shall include claims involving infringement of intellectual property, infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of Confidential Data and/or private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to such obligations. All defense costs shall be outside the limits of the policy.

Exhibit D
Master Power Purchase and Sale Agreement (PPA)
Exhibit E
Master Energy Storage Service Agreement (ESSA)
36090114.2
Confidential 2025 4145-1971-1323.1

COMMERCIAL SOLAR GENERATION AND BATTERY STORAGE PROGRAM

MASTER POWER PURCHASE AND SALE AGREEMENT

BETWEEN

CLEAN ENERGY ALLIANCE, A CALIFORNIA JOINT POWERS AUTHORITY AND
Luminia BTM DevCo 1 LLC
Attachment D
36090114.2

TABLE OF CONTENTS
Page
4145-1971-1323.1 -i-ARTICLE 1 DEFINITIONS .......................................................................................................... 4

1.1 Contract Definitions ............................................................................................... 4

1.2 Rules of Interpretation ......................................................................................... 17 ARTICLE 2 COMMERCIAL OPERATION .............................................................................. 18

2.1 Commercial Operation......................................................................................... 18 ARTICLE 3 TERM...................................................................................................................... 19

3.1 Contract Term ...................................................................................................... 19

3.2 Survival of Contract Provisions ........................................................................... 19 ARTICLE 4 PURCHASE AND SALE ....................................................................................... 20

4.1 Sale of Product ..................................................................................................... 20

4.2 Sale of Green Attributes....................................................................................... 20

4.3 Compensation ...................................................................................................... 20

4.4 Ownership of Renewable Energy Incentives ....................................................... 21

4.5 Future Environmental Attributes ......................................................................... 21

4.6 Sale of Energy to Customers ................................................................................ 21

4.7 Compliance Expenditure Cap .............................................................................. 22 ARTICLE 5 OBLIGATIONS AND DELIVERIES .................................................................... 24

5.1 Delivery................................................................................................................ 24

5.2 Title and Risk of Loss .......................................................................................... 25 ARTICLE 6 TAXES .................................................................................................................... 28

6.1 Allocation of Taxes and Charges ......................................................................... 28

6.2 Cooperation .......................................................................................................... 29 ARTICLE 7 MAINTENANCE OF SYSTEM ............................................................................ 29

7.1 Maintenance of System ........................................................................................ 29

7.2 Maintenance of Health and Safety ....................................................................... 29 ARTICLE 8 METERING ............................................................................................................ 30

8.1 Metering ............................................................................................................... 30

8.2 Meter Verification ................................................................................................ 30 ARTICLE 9 INVOICING AND PAYMENT; CREDIT ............................................................. 30

9.1 Invoicing .............................................................................................................. 30

9.2 Payment................................................................................................................ 30

9.3 Books and Records .............................................................................................. 31

9.4 Payment Adjustments; Billing Errors .................................................................. 31

9.5 Billing Disputes ................................................................................................... 31

9.6 Netting of Payments ............................................................................................. 31 ARTICLE 10 NOTICES .............................................................................................................. 32

10.1 Addresses for the Delivery of Notices ................................................................. 32

10.2 Acceptable Means of Delivering Notice .............................................................. 32 36090114.2

TABLE OF CONTENTS
Page
4145-1971-1323.1 -ii-ARTICLE 11 FORCE MAJEURE .............................................................................................. 32

11.1 Definition ............................................................................................................. 32

11.2 No Liability If a Force Majeure Event Occurs .................................................... 33

11.3 Notice ................................................................................................................... 33

11.4 Termination Following Force Majeure Event...................................................... 34 ARTICLE 12 DEFAULTS; REMEDIES; TERMINATION ...................................................... 34

12.1 Events of Default ................................................................................................. 34

12.2 Remedies; Declaration of Early Termination Date .............................................. 35

12.3 Termination Payment ........................................................................................... 35

12.4 Notice of Payment of Termination Payment ....................................................... 36

12.5 Disputes With Respect to Termination Payment ................................................. 36

12.6 Rights And Remedies Are Cumulative ................................................................ 36

12.7 Mitigation ............................................................................................................. 36

12.8 Additional Seller Termination Right ................................................................... 36 ARTICLE 13 LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES.......... 37

13.1 No Consequential Damages ................................................................................. 37

13.2 Waiver and Exclusion of Other Damages ............................................................ 37 ARTICLE 14 REPRESENTATIONS AND WARRANTIES; AUTHORITY ........................... 38

14.1 Seller’s Representations and Warranties ............................................................. 38

14.2 Buyer’s Representations and Warranties ............................................................. 39

14.3 General Covenants ............................................................................................... 40 ARTICLE 15 ASSIGNMENT ..................................................................................................... 40

15.1 General Prohibition on Assignments ................................................................... 40

15.2 Collateral Assignment .......................................................................................... 41

15.3 Permitted Assignment by Seller........................................................................... 43

15.4 Reserved............................................................................................................... 44

15.5 Permitted Assignment by Buyer .......................................................................... 44 ARTICLE 16 METER OWNER PARTICIPATION…………………………………44
ARTICLE 17 DISPUTE RESOLUTION .................................................................................... 44

17.1 Governing Law; Venue ........................................................................................ 44

17.2 Dispute Resolution ............................................................................................... 45

17.3 Attorneys’ Fees .................................................................................................... 45 ARTICLE 18 INDEMNIFICATION ........................................................................................... 45

18.1 Indemnification .................................................................................................... 45

18.2 Claims .................................................................................................................. 45 ARTICLE 19 INSURANCE ........................................................................................................ 47

19.1 Insurance. ............................................................................................................. 47 ARTICLE 20 CONFIDENTIAL INFORMATION .................................................................... 48

20.1 Definition of Confidential Information ................................................................ 48 36090114.2

TABLE OF CONTENTS
Page
4145-1971-1323.1 -iii-20.2 Duty to Maintain Confidentiality ......................................................................... 48

20.3 Requested Confidential Information .................................................................... 49

20.4 Irreparable Injury; Remedies ............................................................................... 49

20.5 Further Permitted Disclosure ............................................................................... 49

20.6 Press Releases ...................................................................................................... 50 ARTICLE 21 MISCELLANEOUS ............................................................................................. 50

21.1 Entire Agreement; Integration; Exhibits .............................................................. 50

21.2 Amendments ........................................................................................................ 50

21.3 No Waiver ............................................................................................................ 50

21.4 No Agency, Partnership, Joint Venture or Lease ................................................. 50

21.5 Severability .......................................................................................................... 50

21.6 Mobile-Sierra ....................................................................................................... 51

21.7 Counterparts ......................................................................................................... 51

21.8 Electronic Delivery .............................................................................................. 51

21.9 Binding Effect ...................................................................................................... 51

21.10 No Recourse to Members of Buyer ..................................................................... 51

21.11 Forward Contract ................................................................................................. 51

21.12 Further Assurances............................................................................................... 51 Exhibits:

Exhibit A Form of System Addendum
Exhibit B Notices
Exhibit C Guaranteed Energy Production Damages Calculation Exhibit D Monthly Capacity Availability Calculation
Exhibit E Monthly Availability Adjustment Calculation

COMMERCIAL SOLAR GENERATION AND BATTERY STORAGE PROGRAM

MASTER POWER PURCHASE AND SALE AGREEMENT
This Commercial Solar Generation and Battery Storage Program Master Power Purchase and Sale Agreement (this “Agreement”) is made and effective as of [___], 2025 (the “Effective Date”), by and between Luminia BTM DevCo 1 LLC (“Seller”) and Clean Energy Alliance, a California joint powers authority (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and jointly as the “Parties.” Unless the context otherwise specifies or requires, capitalized terms in this Agreement have the meanings set forth in Article 1.

RECITALS
WHEREAS, Buyer intends to offer a Commercial Behind-the-Meter Distributed Energy Program and associated tariff to non-residential customers whereby solar and battery energy storage systems will be located at customer sites (“Program”);

36090114.2
4145-1971-1323.1 CONFIDENTIAL 17
“WREGIS Operating Rules” means those operating rules and requirements adopted by WREGIS as of October 2022, as subsequently amended, supplemented or replaced (in whole or in part) from time to time.

1.2 Rules of Interpretation. In this Agreement, except as expressly stated otherwise or unless the context otherwise requires:
(a) headings and the rendering of text in bold and italics are for convenience and reference purposes only and do not affect the meaning or interpretation of this Agreement; (b) words importing the singular include the plural and vice versa and the masculine, feminine and neuter genders include all genders; (c) the words “hereof”, “herein”, and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) a reference to an Article, Section, paragraph, clause, Party, or Exhibit is a reference to that Section, paragraph, clause of, or that Party or Exhibit to, this Agreement unless otherwise specified, and in the event of a conflict, the provisions of the main body of this Agreement shall prevail over the provisions of any attachment or annex; (e) a reference to a document or agreement, including this Agreement shall mean such document, agreement or this Agreement including any amendment or supplement to, or replacement, novation or modification of this Agreement, but disregarding any amendment, supplement, replacement, novation or modification made in breach of such document, agreement or this Agreement;
(f) a reference to a Person includes that Person’s successors and permitted assigns;
(g) the terms “include” and “including” mean “include or including (as applicable) without limitation” and any list of examples following such term shall in no way restrict or limit the generality of the word or provision in respect of which such examples are provided;
(h) references to any statute, code or statutory provision are to be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or reenacted, and include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires; (i) in the event of a conflict, a mathematical formula or other precise description of a concept or a term shall prevail over words providing a more general description of a concept or a term;
(j) references to any amount of money shall mean a reference to the amount in United States Dollars;
36090114.2
4145-1971-1323.1 CONFIDENTIAL 18
(k) the expression “and/or” when used as a conjunction shall connote “any or all of”;
(l) words, phrases or expressions not otherwise defined herein that (i) have a generally accepted meaning in Prudent Operating Practice shall have such meaning in this Agreement or (ii) do not have well known and generally accepted meaning in Prudent Operating Practice but that have well known and generally accepted technical or trade meanings, shall have such recognized meanings; and
(m) each Party acknowledges that it was represented by counsel in connection with this Agreement and that it or its counsel reviewed this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

ARTICLE 2

COMMERCIAL OPERATION

2.1 System Addenda.
(a) The Parties shall agree on a schedule of regular meetings to review the queue of Systems proposed to be added to the Program and this Agreement (“Proposed System”), construction schedules for Proposed Systems subject to an executed System Addendum, and any other Program implementation issues. Seller shall identify Proposed Systems to Buyer no later than six (6) months (or such shorter as may be reasonable under the circumstances) prior to the projected commercial operation date of each Proposed System. Buyer may reasonably reject or request changes to any Proposed System. The Parties shall use commercially reasonable efforts to attempt to resolve Buyer’s concerns, and Buyer shall not be obligated to accept a Proposed System if its reasonable concerns are not adequately addressed within forty-five (45) days of Buyer’s initial rejection.
(b) From time to time, Seller may propose that Buyer include a System under the terms and conditions of this Agreement by submitting a completed and signed System Addendum to Buyer. Within seven (7) days of receipt of a proposed System Addendum signed by Seller, Buyer will accept and countersign such proposed System Addendum and upon delivery of such countersigned System Addendum by Buyer, the System described therein shall be deemed a “System” subject to this Agreement. Buyer shall be under no obligation to accept or countersign a System Addendum if (i) any information required thereon is missing or incomplete, (ii) the System set forth in an Addendum materially deviates from the specifications of the Proposed System discussed by the Parties in the meetings set forth in Section 2.1(a), or (iii) the System or System Addendum is not consistent with the Program Guidelines. Unless otherwise agreed in writing by Buyer, Buyer shall be under no obligation to accept any System Addendum from and after four (4) years from the Effective Date (the “Submission Deadline”).

2.2 Commercial Operation. Seller shall provide Notice to Buyer of the expected Commercial Operation Date for an applicable System within ten (10) Business Days prior to the 36090114.2
4145-1971-1323.1 CONFIDENTIAL 19
date the applicable System will achieve Commercial Operation. Buyer shall have no obligation to purchase any Energy generated by a System until all of the following have occurred:
(a) Seller has delivered to Buyer confirmation by the System installer either in hardcopy or electronic form that such System has been completed, interconnected, and is fully operational and attesting to the installed capacity of the PV System and the BESS; (b) All applicable regulatory authorizations, approvals and permits for operation of the System have been obtained and shall be in full force and effect; (c) Seller reasonably expects to receive final CEC Certification and Verification for the PV System in no more than one hundred eighty (180) days from the Commercial Operation Date;
(d) Seller (with the reasonable participation of Buyer) shall have completed all applicable WREGIS registration requirements that are reasonably capable of being completed prior to the Commercial Operation Date under WREGIS rules, including (as applicable) the completion and submittal of all applicable registration forms and supporting documentation, which may include applicable interconnection agreements, informational surveys related to the Facility, qualified reporting entity service agreements, and other appropriate documentation required to effect Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the Facility within the WREGIS system; and
(e) Insurance requirements for the System have been met, with evidence provided in writing to Buyer, in accordance with Section 17.1; and (f) The Meter Owner has enrolled in the Program.

ARTICLE 3
TERM

3.1 Contract Term. The term of this Agreement (“Contract Term”) consists of the System Delivery Term of all Systems included herein, and shall commence on the Effective Date and shall remain in full force and effect until the end of the System Delivery Term of the last System accepted by Buyer hereunder.

3.2 Survival of Contract Provisions. Applicable provisions of this Agreement shall continue in effect after termination, including early termination, to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination.

The confidentiality obligations of the Parties under Article 20 shall remain in full force and effect for two (2) years following the termination of this Agreement, and all indemnity and audit rights shall remain in full force and effect for one (1) year following the termination of this Agreement.

3.3 Pre-Construction Start-Date Termination. If at any time after the Effective Date and before the Construction Start Date, any change in Law occurs regarding the development, construction or operation of renewables and/or energy storage projects that prohibits Seller from developing, constructing or operating a System, or if Seller determines for any reason that the applicable System is not or will not be economically viable from Seller’s perspective, Seller in its

36090114.2
4145-1971-1323.1 CONFIDENTIAL 27

5.6 WREGIS.
(a) Seller shall, at its sole expense, subject to Section 4.7, take all actions and execute all documents or instruments necessary to ensure that all WREGIS Certificates associated with all Renewable Energy Credits corresponding to all Energy generated by each PV System are issued and tracked for purposes of satisfying the requirements of the California Renewables Portfolio Standard and transferred in a timely manner (to the extent within Seller’s control, acknowledging the prevailing WREGIS issuance lag time) to Buyer for Buyer’s sole benefit. Seller shall comply with all Laws, including the WREGIS Operating Rules, regarding the certification and transfer of such WREGIS Certificates to Buyer and Buyer shall maintain an active WREGIS account and timely accept transfers. Seller shall not be responsible for delays or failures attributable to WREGIS, the CEC, the applicable utility or CAISO, or Buyer, and Buyer shall be given sole title to all such WREGIS Certificates.
(b) Prior to the Commercial Operation Date, Seller shall register each System with WREGIS and establish an account with WREGIS (“Seller’s WREGIS Account”), which Seller shall maintain until the end of the Delivery Term. Seller shall transfer the WREGIS Certificates associated with each System using “Recurring Certificate Transfers” (as described in the WREGIS Operating Rules) from Seller’s WREGIS Account to Buyer’s WREGIS account (“Buyer’s WREGIS Account”). Seller shall be responsible for all expenses associated with registering each System with WREGIS, establishing and maintaining Seller’s WREGIS Account, paying WREGIS Certificate issuance and transfer fees, and transferring WREGIS Certificates from Seller’s WREGIS Account to Buyer’s WREGIS Account. Buyer shall be responsible for its own WREGIS account fees and shall timely accept transfers. Buyer shall provide, upon reasonable request, all attestations and other information reasonably required by WREGIS or the CEC to support issuance and transfer.
(c) Seller shall cause Recurring Certificate Transfers to occur in accordance with the certification procedure established by the WREGIS Operating Rules. Since WREGIS Certificates will only be created for whole MWh amounts of Delivered Energy, any fractional MWh amounts (i.e., kWh) will be carried forward until sufficient generation is accumulated for the creation of a WREGIS Certificate. Such fractional carryforward and issuance timing shall not, in itself, constitute a WREGIS Certificate Deficit under Section 5.6(f). (d) Seller shall, at its sole expense, ensure that the WREGIS Certificates for a given calendar month correspond with Delivered Energy, for such calendar month as evidenced by the applicable System’s metered data, recognizing the prevailing issuance lag described in Section 5.6(a) and the fractional MWh carryforward described in Section 5.6(c). (e) Due to the ninety (90) day delay in the creation of WREGIS Certificates relative to the timing of invoice payment, Buyer shall make an invoice payment for a given month in accordance with Section 9.2 before the WREGIS Certificates for such month are formally transferred to Buyer in accordance with the WREGIS Operating Rules and this Section 5.6.

Notwithstanding this delay, Buyer shall have all right and title to all such WREGIS Certificates upon payment to Seller in accordance with Section 9.2.
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(f) A “WREGIS Certificate Deficit” means any deficit or shortfall in WREGIS Certificates delivered to Buyer for a calendar month as compared to the Delivered Energy for the same calendar month (“Deficient Month”) caused solely by an error or omission of Seller. If any WREGIS Certificate Deficit is caused by Seller, then the amount of Delivered Energy in the Deficient Month shall be reduced by the amount of the WREGIS Certificate Deficit for purposes of calculating Buyer’s payment to Seller under Article 9 for the applicable month and damages, if any, under Exhibit G for the applicable Contract Year; provided, however, that such adjustment shall not apply to the extent that Seller resolves the WREGIS Certificate Deficit within ninety (90) days after the Deficient Month. Without limiting Seller’s obligations under this Section

5.6, if a WREGIS Certificate Deficit is caused solely by an error or omission of WREGIS, the Parties shall cooperate in good faith to cause WREGIS to correct its error or omission. (g) If (i) WREGIS changes the WREGIS Operating Rules after the Effective Date or applies the WREGIS Operating Rules in a manner inconsistent with this Section 5.6 after the Effective Date, or (ii) the CEC modifies its RPS Eligibility Guidebook, the Parties promptly shall modify this Section 5.6 as reasonably required to cause and enable Seller to transfer to Buyer’s WREGIS Account a quantity of WREGIS Certificates for each given calendar month that corresponds to the maximum quantity of WREGIS Certificates that can be transferred to Buyer from each System in the same calendar month.

5.7 Energy Management System. Seller shall provide to Buyer a real-time data feed from the EMS for each System. During each System Delivery Term, Seller shall provide monthly reports to Buyer for each System including the charging and discharging capacity and availability of the BESS and maintenance outages scheduled for the following six (6) month period. Upon execution of this Agreement, the Parties shall cooperate to agree upon the type and format of the information to be provided in the monthly reports.

5.8 Each Party covenants that it will provide Notice to the other Party within two (2) Business Days upon becoming aware of any Meter Owner ceasing to be subject to the Tariff or delivering notice to such Party that it is electing to cease being subject to the Tariff.

5.9 Commercial Operation Capacity Test. Prior to each Commercial Operation Date, and upon no less than ten (10) Business Days’ prior Notice to Buyer, Seller shall schedule and complete a Commercial Operation Capacity Test with respect to the applicable System. Such Commercial Operation Capacity Test shall establish the Installed Capacity of the applicable BESS.

ARTICLE 6
TAXES

6.1 Allocation of Taxes and Charges. Seller shall pay or cause to be paid all Taxes on or with respect to each System or on or with respect to the sale and making available Product to Buyer that are imposed on Product prior to the applicable System Delivery Point. Buyer shall pay or cause to be paid all Taxes on or with respect to the delivery to and purchase by Buyer of Product that are imposed on Product at and from the applicable System Delivery Point (other than withholding or other Taxes imposed on Seller’s income, revenue, receipts or employees). 36090114.2
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Notwithstanding the foregoing, each Party shall be responsible for its own Taxes calculated based on the income or profits generated in connection with the purchase and sale of the Product hereunder. If a Party is required to remit or pay Taxes that are the other Party’s responsibility hereunder, such Party shall promptly pay the Taxes due and then seek and receive reimbursement from the other for such Taxes. In the event any sale of Energy hereunder is exempt from or not subject to any particular Tax, Buyer shall provide Seller with all necessary documentation within thirty (30) days after the Effective Date to evidence such exemption or exclusion. If Buyer does not provide such documentation, then Buyer shall indemnify, defend, and hold Seller harmless from any liability with respect to Taxes from which Buyer claims it is exempt.

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

ARTICLE 7

MAINTENANCE OF SYSTEM

7.1 Maintenance of System.
(a) Seller shall comply with Law and Prudent Operating Practice and be solely responsible for the operation, inspection, maintenance and repair of the Systems covered under this Agreement, the generation and sale of Product, the protection of the Site and persons from damage or injury due to Seller’s installation and operation of the applicable System, and the disposal and recycling of any equipment associated with each System, including solar panels in accordance with applicable Law and Prudent Operating Practice. Seller shall maintain and deliver maintenance and repair records for each System to Buyer upon request. Seller shall promptly make all necessary repairs to each System, and any portion thereof, and take all actions necessary in order to provide the Product to Buyer in accordance with the terms of this Agreement. (b) Seller shall maintain a daily operations log for each System which shall include but not be limited to information on Energy consumption and efficiency (if applicable), availability, outages, changes in operating status, inspections and any other significant events related to the operation of the applicable System. Information maintained pursuant to this Section

7.1(b) shall be provided to Buyer within fifteen (15) days of Buyer’s request. (c) Seller shall maintain and make available to Buyer records, including logbooks, demonstrating that each System is operated in accordance with Prudent Operating Practices. Seller shall comply with all reporting requirements and permit on-site audits, investigations, tests and inspections permitted or required under any Prudent Operating Practice.

7.2 Maintenance of Health and Safety. Seller shall take reasonable safety precautions with respect to the operation, maintenance, repair and replacement of each System and the protection of the Site and persons from damage or injury due to Seller’s installation and 36090114.2
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operation of the application System. If Seller becomes aware of any circumstances relating to a System that create an imminent risk of damage or injury to any Person or any Person’s property, Seller shall take prompt, reasonable action to prevent such damage or injury and shall give Buyer’s emergency contact identified on Exhibit B Notice of such condition. Such action may include disconnecting and removing all or a portion of such System, or suspending the supply of Energy from such System to Buyer.

ARTICLE 8

METERING

8.1 Metering. Seller shall measure the amount of Energy produced by each System using a commercially available, revenue-grade metering system. Each such meter shall be installed and maintained at Seller’s cost. Each such meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event that Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer.

8.2 Meter Verification. If Seller has reason to believe there may be a meter malfunction, or upon Buyer’s reasonable request, Seller shall test the System’s meter. The test shall be conducted by an independent third-party qualified to conduct such test. Buyer shall be notified seven (7) days in advance of such test and have a right to be present during such test. If a meter is inaccurate it shall be promptly repaired or replaced. If a meter is inaccurate by more than one percent (1%) and it is not known when the meter inaccuracy commenced (if such evidence exists such date will be used to adjust prior invoices), then the invoices covering the period of time since the last meter test for the applicable System shall be adjusted for the amount of the inaccuracy on the assumption that the inaccuracy persisted during one-half of such period; provided, such period may not exceed twelve (12) months.

ARTICLE 9
INVOICING AND PAYMENT; CREDIT

9.1 Invoicing. Seller shall make good faith efforts to deliver an invoice to Buyer for the Contract Price due for each System then covered under this Agreement no later than fifteen (15) Business Days after the end of the prior monthly Billing Period. Each invoice shall contain records of metered data sufficient to document and verify Seller’s calculation of the Contract Price for the applicable month, including the amount of Delivered Energy and Deemed Delivered Energy.

9.2 Payment. Buyer shall make payment to Seller for the Contract Price due and payable by wire transfer or ACH payment to the bank account provided on each monthly invoice.

Buyer shall pay undisputed invoice amounts within thirty (30) days after receipt of the invoice. If such due date falls on a weekend or Federal Reserve Bank holiday in California, such due date shall be the next Business Day. Payments made after the due date will be considered late and will bear interest on the unpaid balance. If the amount due is not paid on or before the due date or if any other payment that is due and owing from one Party to another is not paid on or before its applicable due date, a late payment charge shall be applied to the unpaid balance and shall be added to the next billing statement. Such late payment charge shall be calculated based on an 36090114.2
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annual interest rate equal to ten percent (10%) of the total amount due (“Interest Rate”). If the due date occurs on a day that is not a Business Day, the late payment charge shall begin to accrue on the next succeeding Business Day.

9.3 Books and Records. To facilitate payment and verification, each Party shall maintain all books and records necessary for billing and payments, including copies of all invoices under this Agreement, for a period of at least two (2) years or as otherwise required by Law. Upon ten (10) Business Days’ Notice to the other Party, either Party shall be granted access to the accounting books and records within the possession or control of the other Party pertaining to all invoices generated pursuant to this Agreement.

9.4 Payment Adjustments; Billing Errors. Payment adjustments shall be made if Buyer or Seller discovers there have been good faith inaccuracies in invoicing that are not otherwise disputed under Section 9.5, or there is determined to have been a meter inaccuracy sufficient to require a payment adjustment. If the required adjustment is in favor of Buyer, Buyer’s monthly payment shall be credited in an amount equal to the adjustment. If the required adjustment is in favor of Seller, Seller shall add the adjustment amount to Buyer’s next monthly invoice.

Adjustments in favor of either Buyer or Seller shall bear interest, until settled in full, in accordance with Section 9.2, accruing from the date the adjusted amount was due.

9.5 Billing Disputes. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice, rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within five (5) Business Days of such resolution along with interest accrued at the Interest Rate from and including the original due date to but excluding the date paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived if the other Party is not notified in accordance with this Section 9.5 within twelve (12) months after the invoice is rendered or subsequently adjusted, except to the extent any misinformation was from a third party not affiliated with any Party and such third party corrects its information after the twelve-month period. If an invoice is not rendered within twelve (12) months after the close of the month during which performance occurred, the right to payment for such performance is waived.

9.6 Netting of Payments. The Parties hereby agree that they shall discharge mutual debts and payment obligations due and owing to each other on the same date through netting, in which case all amounts owed by each Party to the other Party for the purchase and sale of Product during the monthly Billing Period under this Agreement, including any related damages, interest, and payments or credits, shall be netted so that only the excess amount remaining due shall be paid by the Party who owes it.
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ARTICLE 10

NOTICES

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

10.2 Acceptable Means of Delivering Notice. Each Notice required, permitted, or contemplated hereunder shall be deemed to have been validly served, given or delivered as follows:
(a) if sent by United States mail with proper first class postage prepaid, three (3) Business Days following the date of the postmark on the envelope in which such Notice was deposited in the United States mail;
(b) if sent by a regularly scheduled overnight delivery carrier with delivery fees either prepaid or an arrangement with such carrier made for the payment of such fees, the next Business Day after the same is delivered by the sending Party to such carrier; (c) if sent by electronic communication (including electronic mail, facsimile, or other electronic means) and if concurrently with the transmittal of such electronic communication the sending Party provides a copy of such electronic Notice by hand delivery or express courier, at the time indicated by the time stamp upon delivery, and if after 5:00 p.m. PPT, on the next Business Day; or
(d) if delivered in person, upon receipt by the receiving Party. Notwithstanding the foregoing, Notices of outages or other scheduling or dispatch information or requests, may be sent by electronic communication and shall be considered delivered upon successful completion of such transmission.

ARTICLE 11

FORCE MAJEURE

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

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

MITIGATE AFTER USE OF REASONABLE EFFORTS) AND AMOUNTS DUE IN

CONNECTION WITH THE RECAPTURE OF TAX CREDITS, IF ANY, SHALL BE DEEMED TO BE DIRECT DAMAGES. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, INCLUDING UNDER SECTIONS 4.7, 5.5, 12.3, 12.4

AND EXHIBITS D AND E, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE

DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT OTHERWISE OBTAINING AN

ADEQUATE REMEDY IS INCONVENIENT, AND THAT THE LIQUIDATED DAMAGES

CONSTITUTE A REASONABLE APPROXIMATION OF THE ANTICIPATED HARM OR LOSS. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED

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

CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY

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

THE PARTIES ACKNOWLEDGE AND AGREE THAT MONEY DAMAGES AND

THE EXPRESS REMEDIES PROVIDED FOR HEREIN ARE AN ADEQUATE REMEDY FOR

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

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

ARTICLE 14
REPRESENTATIONS AND WARRANTIES; AUTHORITY

14.1 Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows:
(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and is qualified to conduct business in the state of California and each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller. (b) Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller.
(c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law 36090114.2
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presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. (d) This Agreement has been duly executed and delivered by Seller. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity.

14.2 Buyer’s Representations and Warranties. As of the Effective Date, Buyer represents and warrants as follows:
(a) Buyer is a joint powers authority and a validly existing community choice aggregator, duly organized, validly existing and in good standing under the laws of the State of California and the rules, regulations and orders of the California Public Utilities Commission, and is qualified to conduct business in each jurisdiction of the Joint Powers Agreement members. All Persons making up the governing body of Buyer are the elected or appointed incumbents in their positions and hold their positions in good standing in accordance with the Joint Powers Agreement and other Law.
(b) Buyer has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Buyer’s performance under this Agreement. The execution, delivery and performance of this Agreement by Buyer has been duly authorized by all necessary action on the part of Buyer and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Buyer or any other party to any other agreement with Buyer.
(c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Buyer with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Buyer, the documents of formation of Buyer or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Buyer is a party or by which any of its property is bound.
(d) This Agreement has been duly executed and delivered by Buyer. This Agreement is a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as limited by Laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. (e) Buyer warrants and covenants that with respect to its contractual obligations under this Agreement, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (1) suit, (2) jurisdiction of court (provided that such court is located within a venue permitted in Law and under the Agreement), (3) relief by way 36090114.2
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of injunction, order for specific performance or recovery of property, (4) attachment of assets, or (5) execution or enforcement of any judgment; provided, however, that nothing in this Agreement shall waive the obligations or rights set forth in the California Tort Claims Act (California Government Code Section 810 et seq.).

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

14.4 Seller Covenants. Seller covenants that commencing on the Effective Date and continuing throughout the Contract Term:
(a) Seller shall use commercially reasonable efforts to ensure that its employees performing construction services at the Sites are paid wages consistent with any applicable California prevailing wage requirements. For contractors and subcontractors, that will perform construction work or provide services at any Site related to construction of the Systems. Seller shall include in its subcontracts a provision encouraging compliance with any such applicable requirements but shall not be responsible for independent contractors’ or subcontractors’ wage determinations or compliance. Nothing herein shall require Seller, its contractors and subcontractors to comply with, or assume liability created by California labor laws that are not expressly applicable to the work performed under this Agreement. (b) Seller will endeavor to engage local labor, minority-owned and veteran-owned contractors in the construction, operation and maintenance of Systems.

Supplier Diversity. Seller acknowledges that Buyer will, from time to time, request voluntary disclosure of Seller’s certification status with the CPUC Supplier Clearinghouse, and voluntary disclosure regarding Seller’s efforts to work with diverse business enterprises, including women, minority, disabled veteran, and lesbian, gay, bisexual, transgender and/or persons with disabilities business enterprises.

ARTICLE 15

ASSIGNMENT

15.1 General Prohibition on Assignments. Except as provided below in this Article 15, neither Party may assign this Agreement or its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be 36090114.2
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unreasonably withheld, conditioned or delayed. Any Change of Control of Seller (whether voluntary or by operation of law) will be deemed an assignment and will require the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided, a Change of Control of Seller shall not require Buyer’s consent and will not be subject to Section 15.2 or Section 15.3 if the assignee or transferee is a Permitted Transferee. Any assignment made without the required written consent, or in violation of the conditions to assignment set out below, shall be null and void. Buyer will have no obligation to provide any consent, or enter into any agreement, that materially and adversely affects any of Buyer’s rights, benefits, risks or obligations under this Agreement, or to modify the Agreement, except as set forth below. The assigning Party shall pay the other Party’s reasonable expenses associated with the preparation, review, execution and delivery of documents in connection with any assignment of this Agreement by the assigning Party, including without limitation reasonable attorneys’ fees.

15.2 Collateral Assignment. Subject to the provisions of this Section 15.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of one or more Systems. In connection with any financing or refinancing of one or more Systems by Seller, upon request of Seller, Buyer shall in good faith work with Seller and Lender to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). Each Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and the applicable Lender, such agreement not to be unreasonably withheld. Buyer will not be subject to obligations under more than one Collateral Assignment Agreement at any time. The Collateral Assignment Agreement must include, among others, the following provisions unless otherwise agreed to by Buyer, Seller and the applicable Lender:
(a) Buyer shall give Notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its right to terminate this Agreement as a result of such Event of Default; provided that such notice shall be provided to Lender at the time such notice is provided to Seller and the cure period of Lender shall not commence until Lender has received notice of such Event of Default; (b) Lender will have the right to cure an Event of Default on behalf of Seller if Lender sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five (5) Business Days after Lender’s receipt of notice of such Event of Default from Buyer, indicating Lender’s intention to cure. Lender must remedy or cure such Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to a maximum of ninety (90) days (or, in the event of a bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to cure any Event of Default, an additional reasonable period of time to complete such proceedings and effect such cure not to exceed one hundred eighty (180) days without the written consent of Buyer, which consent shall not be unreasonably withheld), provided that if Lender is prohibited by any court order or bankruptcy or insolvency proceedings from curing the Event of Default or from commencing or prosecuting foreclosure proceedings, the foregoing time periods shall be extended by the period of such prohibition
(c) Following an Event of Default by Seller under this Agreement, Buyer may require Seller (or Lender, if Lender has provided the notice set forth in subsection (b) above) to provide to Buyer a report concerning:
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(i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default;
(ii) Impediments to the cure plan or its development;
(iii) If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and
(iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report.

Buyer will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured;
(d) Lender will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; (e) Lender will receive prior Notice of and the right to approve material amendments to this Agreement, which approval will not be unreasonably withheld, delayed or conditioned;
(f) If Lender, directly or indirectly, takes possession of, or title to one or more Systems (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s obligations arising under this Agreement and all related agreements with respect to such System(s), including the applicable System Addendum(s) (subject to such limits on liability as are mutually agreed to by Seller, Buyer, and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either:
(i) Cause such Event of Default to be cured, or
(ii) Not assume this Agreement;
(g) If Lender elects to transfer this Agreement, then Lender must cause the transferee to assume all of Seller’s obligations arising under this Agreement arising after the date of such assumption as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that meets the definition of Permitted Transferee; (h) Subject to Lender’s cure of any Events of Defaults under the Agreement in accordance with Section 14.2(c), if (i) this Agreement is rejected in Seller’s Bankruptcy or otherwise terminated in connection therewith, Lender shall have the right to elect within thirty (30) days after such rejection or termination, to cause Buyer to enter into a replacement agreement with Seller having the same terms as this Agreement for the remaining Term thereof, or (ii) if Lender or its designee, directly or indirectly, takes possession of, or title to, a System (including 36090114.2
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possession by a receiver or title by foreclosure or deed in lieu of foreclosure) after any such rejection or termination of this Agreement, promptly after Buyer’s written request, Lender must itself or must cause its designee to promptly enter into a new agreement with Buyer having the same terms as this Agreement for the remaining Term thereof, provided that in the event a designee of Lender, directly or indirectly, takes possession of, or title to, such System (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), such designee shall be approved by Buyer, not to be unreasonably withheld; and
(i) The Parties shall negotiate any Collateral Assignment Agreement in good faith, including variations to the provisions set forth in this Section 15.2, and to the extent the Collateral Assignment Agreement executed by Buyer and Lender varies from such provisions, the terms of such Collateral Assignment Agreement shall be controlling. In addition, Buyer shall cooperate with Seller or any Lender to execute or arrange for delivery of estoppels reasonably requested by Seller or Lender.

15.3 Permitted Assignment by Seller.
(a) Except as may be precluded by, or would cause Buyer to be in violation of the Political Reform Act (California Government Code Section 81000 et seq.) or the regulations thereto, California Section 1090, or any other conflict of interest Law, Seller may, without the prior written consent of Buyer, transfer or assign this Agreement directly or indirectly to an Affiliate of Seller if, and only if:
(i) Seller has given Buyer Notice at least fifteen (15) Business Days before the date of such proposed assignment; and
(ii) Seller has provided Buyer a written agreement signed by the Affiliate to which Seller wishes to assign its interests that provides that such Affiliate will assume all of Seller’s obligations and liabilities under this Agreement upon such transfer or assignment. (b) Seller may, without the prior written consent of Buyer, transfer or assign this Agreement to any Person succeeding to all, or substantially all, of the assets of Seller (whether voluntary or by operation of law), if, and only if:
(i) The assignee is a Permitted Transferee;
(ii) Seller has given Buyer Notice at least fifteen (15) Business Days before the date of such proposed assignment; and
(iii) Seller has provided Buyer a written agreement signed by the Person to which Seller wishes to assign its interests that (x) provides that such Person will assume all of Seller’s obligations and liabilities under this Agreement upon such transfer or assignment and (y) certifies that such Person meets the definition of a Permitted Transferee. (c) Notwithstanding the foregoing, any assignment by Seller, its successors or assigns under this Section 15.3 shall be of no force and effect unless and until such Notice and agreement by the assignee have been received and confirmed by Buyer. 36090114.2
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15.4 Permitted Assignment by Buyer. Buyer may make a limited assignment, including in connection with a municipal prepayment transaction, to an entity with an Investment Grade Credit Rating (“Limited Assignee”) of Buyer’s right to receive Product and Buyer’s obligation to make payments to Seller, subject to execution of an assignment agreement between and among Seller, Buyer, and Limited Assignee upon terms and conditions mutually agreed, including that the limited assignment shall be expressly subject to Limited Assignee’s timely payment of amounts due under this Agreement. Buyer may make such assignment by delivering Notice upon Seller not less than thirty (30) days prior to such proposed assignment. Subject to the foregoing, Seller agrees to (i) comply with Limited Assignee’s reasonable requests for know-your-customer and similar account opening information and documentation with respect to Seller, including but not limited to information related to forecasted generation, credit rating, and compliance with anti-money laundering rules, the Dodd-Frank Act, the Commodity Exchange Act, the Patriot Act and similar rules, regulations, requirements and corresponding policies, and (ii) promptly execute such assignment agreement and implement such assignment as contemplated thereby, subject only to the countersignature of Limited Assignee and Buyer.

ARTICLE 16

METER OWNER PARTICIPATION
The Parties acknowledge and agree that in connection with this Agreement and the Program, Buyer will provide a disclosure to each of its customers of record at each Site (each a “Meter Owner”) or otherwise enter into a disclosure agreement requiring each Meter Owner to be subject to Buyer’s contemplated Program tariff (the “Tariff”) for the duration of the Contract Term of this Agreement. Seller shall include in each Site Lease a covenant requiring the applicable Customer and any lessee of the applicable Site (to the extent within the Customer’s control with respect to future leases) to elect to be subject to the Tariff for the duration of the applicable System Addendum.

ARTICLE 17

DISPUTE RESOLUTION

17.1 Governing Law; Venue.
(a) This agreement and the rights and duties of the parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of Law. To the extent enforceable at such time, each party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this agreement. [STC-17].
(b) For avoidance of doubt, although “agreement” is not capitalized in Section 17.1(a), the parties intend for “agreement” to mean this Agreement, and for “party” and “parties” to refer to the Party and Parties as set forth in the preamble to this Agreement. (c) The Parties agree that any suit, action or other legal proceeding by or against any Party with respect to or arising out of this Agreement shall be brought in the federal or state courts of the State of California sitting in the County of San Diego. 36090114.2
4145-1971-1323.1 CONFIDENTIAL 45

17.2 Dispute Resolution. In the event of any dispute arising under this Agreement, within ten (10) days following the receipt of a Notice from either Party identifying such dispute, the Parties shall meet, negotiate and attempt, in good faith, to resolve the dispute quickly, informally and inexpensively. If the Parties are unable to resolve a dispute arising hereunder within the earlier of either thirty (30) days of initiating such discussions, or within forty (40) days after Notice of the dispute, the Parties shall submit the dispute to mediation prior to seeking any and all remedies available to them at Law in or equity. The Parties will cooperate in selecting a qualified neutral mediator selected from a panel of neutrals and in scheduling the time and place of the mediation as soon as reasonably possible, but in no event later than thirty (30) days after the request for mediation is made. The Parties agree to participate in the mediation in good faith and to share the costs of the mediation, including the mediator’s fee, equally, but such shared costs shall not include each Party’s own attorneys’ fees and costs, which shall be borne solely by such Party. If the mediation is unsuccessful, then either Party may seek any and all remedies available to it at law or in equity, subject to the limitations set forth in this Agreement.

17.3 Attorneys’ Fees. In any proceeding brought to enforce this Agreement or because of the breach by any Party of any covenant or condition herein contained, the prevailing Party shall be entitled to reasonable attorneys’ fees (including reasonably allocated fees of in-house counsel) in addition to court costs and any and all other costs recoverable in said action.

ARTICLE 18

INDEMNIFICATION

18.1 Indemnification.
(a) Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party and its Affiliates, directors, officers, attorneys, employees, representatives, and agents (collectively, the “Indemnified Party”) from and against all third-party claims, demands, losses, liabilities, penalties, and expenses (including reasonable attorneys’ fees and expert fees), howsoever described (collectively, “Indemnifiable Losses”), (i) for personal injury or death to Persons and damage to the property of any third party to the extent arising out of, resulting from, or caused by gross negligence, willful misconduct, or breach of this Agreement by the Indemnifying Party. In no case shall Seller by liable to indemnify any Indemnified Party for any Indemnifiable Losses to the extent the collection of such Indemnifiable Losses when combined with applicable GEP Damages under Section 5.3 would result in a double recovery for Buyer.
(b) Seller shall indemnify, defend, and hold harmless Buyer’s Indemnified Parties from and against any third-party claims, demands, fines, penalties, and reasonable, documented out-of-pocket losses, costs and expenses (collectively, “Environmental Costs”) to the extent arising out of or resulting from: (i) Seller’s violation of Applicable Environmental Laws in connection with the design, installation, operation, maintenance, removal, storage, transportation or disposal of any System; or (ii) the release, discharge, emission, spill or disposal of Hazardous Substances first introduced to a Site by Seller or Seller’s contractors or subcontractors (together, “Seller Related Parties”) during the Contract Term, in each case except to the extent caused by the negligence or willful misconduct of any Buyer Indemnified Party. Seller shall have no indemnity obligation under this Section 18.1(b) with respect to: (A) any Pre-Existing

36090114.2
4145-1971-1323.1 CONFIDENTIAL 49
confidentiality obligation. The Parties agree and acknowledge that nothing in this Section 20.2 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.
(b) The Parties acknowledge and agree that the Agreement and any transactions entered into in connection herewith are subject to the requirements of the California Public Records Act (California Government Code Section 7920 et seq.). In order to designate information as confidential, the Disclosing Party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.” The Parties agree not to over-designate material as Confidential Information. Over-designation includes stamping whole agreements, entire pages or series of pages as “Confidential” that clearly contain information that is not Confidential Information.

20.3 Requested Confidential Information. Upon request or demand of any third person or entity not a Party hereto to Buyer pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information”), Buyer shall promptly notify Seller in writing via email that such request has been made. Seller shall be responsible for taking whatever legal steps are necessary to prevent release of the requested Confidential Information to the third party of Buyer. If Seller takes no such action after receiving the foregoing notice from Buyer, Buyer shall, at its discretion, be permitted to comply with the third party’s request or demand and is not required to defend against it. If Seller does take or attempt to take such action, Buyer shall provide timely and reasonable cooperation to Seller, if requested by Seller, and Seller agrees to indemnify and hold harmless Buyer, its officers, employees and agents (“Buyer’s Indemnified Parties”), from any claims, liability, award of attorneys’ fees, or damages, and to defend any action, claim or lawsuit brought against any of Buyer’s Indemnified Parties for Buyer’s refusal to disclose any Requested Confidential Information.

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

20.5 Further Permitted Disclosure. Notwithstanding anything to the contrary in this Article 20, Confidential Information may be disclosed by the Receiving Party to any of its agents, consultants, contractors, trustees, or actual or potential financing parties (including, in the case of Seller, its Lender(s)), so long as such Person to whom Confidential Information is disclosed agrees in writing to be bound by confidentiality provisions that are no less stringent than those in this Article 20 to the same extent as if it were a Party. Seller shall provide Notice to Buyer of any 36090114.2
4145-1971-1323.1 CONFIDENTIAL 50
disclosure of Confidential Information pursuant to this Section 20.5, including the identity of the party receiving such Confidential Information.

20.6 Press Releases. Neither Party shall issue (or cause its Affiliates to issue) a press release regarding the transactions contemplated by this Agreement unless both Parties have agreed upon the contents of any such press release. A Party’s consent shall not be unreasonably withheld, conditioned or delayed.

ARTICLE 21

MISCELLANEOUS

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

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

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

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

21.5 Severability. In the event that any provision of this Agreement is unenforceable or held to be unenforceable, the Parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. The Parties shall, however, use their best endeavors to agree on the replacement of the void, illegal or unenforceable provision(s) with legally acceptable clauses which correspond as closely as possible to the sense and purpose of the affected provision and this Agreement as a whole.
36090114.2
4145-1971-1323.1 CONFIDENTIAL 51

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

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

21.8 Electronic Delivery. This Agreement may be duly executed and delivered by a Party by electronic format (including portable document format (.pdf)). Delivery of an executed counterpart in .pdf electronic version shall be binding as if delivered in the original. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based record keeping system, as the case may be, to the extent and as provided for in any applicable law.

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

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

21.11 Forward Contract. The Parties acknowledge and agree that this Agreement constitutes a “forward contract” within the meaning of the U.S. Bankruptcy Code, and Buyer and Seller are “forward contract merchants” within the meaning of the U.S. Bankruptcy Code. Each Party further agrees that, for all purposes of this Agreement, each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. § 366 in any Bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort to the extent such term relates to 11 U.S.C. §366 or another provision of 11 U.S.C. § 101-1532.

21.12 Further Assurances. Each of the Parties hereto agrees to provide such information, execute and deliver any instruments and documents and to take such other actions as 36090114.2
4145-1971-1323.1 CONFIDENTIAL 52
may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumption of obligations other than those provided for in this Agreement, to give full effect to this Agreement and to carry out the intent of this Agreement.

21.13 Change in Electric Market Design. If a change in the CAISO Tariff renders this Agreement or any provisions hereof incapable of being performed or administered, then any Party may request that Buyer and Seller enter into negotiations to make the minimum changes to this Agreement necessary to make this Agreement capable of being performed and administered, while attempting to preserve to the maximum extent possible the benefits, burdens, and obligations set forth in this Agreement as of the Effective Date. Upon delivery of such a request, Buyer and Seller shall engage in such negotiations in good faith. If Buyer and Seller are unable, within sixty (60) days after delivery of such request, to agree upon changes to this Agreement or to resolve issues relating to changes to this Agreement, then any Party may submit issues pertaining to changes to this Agreement to the dispute resolution process set forth in Article 17. Notwithstanding the foregoing, (i) a change in cost shall not in and of itself be deemed to render this Agreement or any of the provisions hereof incapable of being performed or administered, and (ii) all of the unaffected provisions of this Agreement shall remain in full force and effect during any period of such negotiation or dispute resolution.
[remainder of this page intentionally left blank]
36090114.2
4145-1971-1323.1 CONFIDENTIAL 53
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

SELLER BUYER
Luminia BTM DevCo 1 LLC Clean Energy Alliance, a California joint powers authority
By: By:

Name: Name:

Title: Title:
36090114.2
4145-1971-1323.1 A-1

EXHIBIT A

SYSTEM ADDENDUM
Date: [_____________]
This System Addendum forms a part of the Commercial Solar Generation and Battery Storage Program Master Power Purchase and Sale Agreement (the “Agreement”) between Clean Energy Alliance, a California joint powers authority (“Buyer”), and Luminia BTM DevCo 1 LLC (“Seller”), dated [Effective Date]. Upon execution by both Parties, the solar system described below shall be included as a “System” subject to the Agreement.

System Name or ID:

System Site Address or Location:

Meter Owner Utility Meter Account Number:

System Size:

Solar (kW DC):

Energy Storage Nameplate Capacity (kW):

Energy Storage Nameplate Energy (kWh):

Estimated Commercial Operation Date:

Estimated First Year Annual Solar Production (kWh):

Energy Rate for the first year of the System Delivery Term:

Annual Escalator:

BESS Remaining Energy Curve:

Operating Restrictions (if any):
“System Delivery Term” means the period of [_____] Contract Years beginning on the Commercial Operation Date and ending on the [____] anniversary of the applicable Commercial Operation Date, unless this System Addendum is terminated earlier or extended in accordance with the terms and conditions of the Agreement. In the event of an extension of the applicable Site Lease beyond [___] years, the System Delivery Term shall be extended to be co-terminus with such Site Lease, as extended.
36090114.2
4145-1971-1323.1 A-2
Expected Energy
Contract Year Expected Energy (kWh)
1 [XX]
2 [XX]
3 [XX]
4 [XX]
5 [XX]
6 [XX]
7 [XX]
8 [XX]
9 [XX]
10 [XX]
11 [XX]
12 [XX]
13 [XX]
14 [XX]
15 [XX]
16 [XX]
17 [XX]
18 [XX]
19 [XX]
20 [XX]
21 [XX]
22 [XX]
23 [XX]
24 [XX]
25 [XX]
IN WITNESS WHEREOF, the Parties have executed this System Addendum as of the date first written above.

SELLER:
[______________ LLC]
By: ____________________________
Name:

Title:

BUYER:

Clean Energy Alliance
By: ____________________________
Name:

Title:

36096164.3
Confidential 2025 4145-1971-1323.1

COMMERCIAL BEHIND-THE-METER DISTRIBUTED ENERGY PROGRAM

MASTER ENERGY STORAGE SERVICE AGREEMENT

BETWEEN

CLEAN ENERGY ALLIANCE, A CALIFORNIA JOINT POWERS AUTHORITY AND
Luminia BTM DevCo 1 LLC
Attachment E
36096164.3

TABLE OF CONTENTS
Page
4145-1971-1323.1 -i-ARTICLE 1 DEFINITIONS .......................................................................................................... 4

1.1 Contract Definitions ............................................................................................... 4

1.2 Rules of Interpretation ......................................................................................... 14 ARTICLE 2 SYSTEMS, COMMERCIAL OPERATION, FORECASTING ............................ 15

2.1 Systems ................................................................................................................ 15

2.2 Commercial Operation ......................................................................................... 15

2.3 Forecasting ........................................................................................................... 15 ARTICLE 3 TERM...................................................................................................................... 16

3.1 Contract Term ...................................................................................................... 16

3.2 Contract Term Extension ..................................................................................... 16

3.3 Survival of Contract Provisions ........................................................................... 16 ARTICLE 4 PURCHASE AND SALE ....................................................................................... 17

4.1 Sale of Product ..................................................................................................... 17

4.2 [Reserved] ............................................................................................................ 17

4.3 Compensation ...................................................................................................... 17

4.4 Ownership of Renewable Energy Incentives ....................................................... 17

4.5 Future Environmental Attributes ......................................................................... 17

4.6 Sale of Energy to Customers ................................................................................ 17

4.7 Compliance Expenditure Cap .............................................................................. 17 ARTICLE 5 OBLIGATIONS AND DELIVERIES .................................................................... 19

5.1 Delivery................................................................................................................ 19

5.2 Title and Risk of Loss .......................................................................................... 20 ARTICLE 6 TAXES .................................................................................................................... 22

6.1 Allocation of Taxes and Charges ......................................................................... 22

6.2 Cooperation .......................................................................................................... 22 ARTICLE 7 MAINTENANCE OF SYSTEMS .......................................................................... 22

7.1 Maintenance of Systems ...................................................................................... 22

7.2 Maintenance of Health and Safety ....................................................................... 23 ARTICLE 8 METERING ............................................................................................................ 23

8.1 Metering ............................................................................................................... 23

8.2 Meter Verification ................................................................................................ 23 ARTICLE 9 INVOICING AND PAYMENT; CREDIT ............................................................. 24

9.1 Invoicing .............................................................................................................. 24

9.2 Payment................................................................................................................ 24

9.3 Books and Records .............................................................................................. 24

9.4 Payment Adjustments; Billing Errors .................................................................. 24

9.5 Billing Disputes ................................................................................................... 24

9.6 Netting of Payments ............................................................................................. 25 ARTICLE 10 NOTICES .............................................................................................................. 25 36096164.3

TABLE OF CONTENTS
Page
4145-1971-1323.1 -ii-10.1 Addresses for the Delivery of Notices ................................................................. 25

10.2 Acceptable Means of Delivering Notice .............................................................. 25 ARTICLE 11 FORCE MAJEURE .............................................................................................. 26

11.1 Definition ............................................................................................................. 26

11.2 No Liability If a Force Majeure Event Occurs .................................................... 26

11.3 Notice ................................................................................................................... 27

11.4 Termination Following Force Majeure Event...................................................... 27 ARTICLE 12 DEFAULTS; REMEDIES; TERMINATION ...................................................... 27

12.1 Events of Default ................................................................................................. 27

12.2 Remedies; Declaration of Early Termination Date .............................................. 28

12.3 Termination Payment ........................................................................................... 28

12.4 Notice of Payment of Termination Payment ....................................................... 29

12.5 Disputes With Respect to Termination Payment ................................................. 29

12.6 Rights And Remedies Are Cumulative ................................................................ 29

12.7 Mitigation ............................................................................................................. 29

12.8 Additional Seller Termination Right ................................................................... 30 ARTICLE 13 LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES.......... 30

13.1 No Consequential Damages ................................................................................. 30

13.2 Waiver and Exclusion of Other Damages ............................................................ 30 ARTICLE 14 REPRESENTATIONS AND WARRANTIES; AUTHORITY ........................... 31

14.1 Seller’s Representations and Warranties ............................................................. 31

14.2 Buyer’s Representations and Warranties ............................................................. 32

14.3 General Covenants ............................................................................................... 33 ARTICLE 15 ASSIGNMENT ..................................................................................................... 34

15.1 General Prohibition on Assignments ................................................................... 34

15.2 Collateral Assignment .......................................................................................... 34

15.3 Permitted Assignment by Seller........................................................................... 36

15.4 Portfolio Financing .............................................................................................. 36

15.5 Permitted Assignment by Buyer .......................................................................... 37 ARTICLE 16 [RESERVED] ....................................................................................................... 37 ARTICLE 17 DISPUTE RESOLUTION .................................................................................... 37

17.1 Governing Law; Venue ........................................................................................ 37

17.2 Dispute Resolution ............................................................................................... 38

17.3 Attorneys’ Fees .................................................................................................... 38 ARTICLE 18 INDEMNIFICATION ........................................................................................... 38

18.1 Indemnification .................................................................................................... 38

18.2 Claims .................................................................................................................. 39 ARTICLE 19 INSURANCE ........................................................................................................ 40

19.1 Insurance. ............................................................................................................. 40 36096164.3

TABLE OF CONTENTS
Page
4145-1971-1323.1 -iii-ARTICLE 20 CONFIDENTIAL INFORMATION .................................................................... 41

20.1 Definition of Confidential Information ................................................................ 41

20.2 Duty to Maintain Confidentiality ......................................................................... 41

20.3 Requested Confidential Information .................................................................... 42

20.4 Irreparable Injury; Remedies ............................................................................... 42

20.5 Further Permitted Disclosure ............................................................................... 42

20.6 Press Releases ...................................................................................................... 43 ARTICLE 21 MISCELLANEOUS ............................................................................................. 43

21.1 Entire Agreement; Integration; Exhibits .............................................................. 43

21.2 Amendments ........................................................................................................ 43

21.3 No Waiver ............................................................................................................ 43

21.4 No Agency, Partnership, Joint Venture or Lease ................................................. 43

21.5 Severability .......................................................................................................... 43

21.6 Mobile-Sierra ....................................................................................................... 44

21.7 Counterparts ......................................................................................................... 44

21.8 Electronic Delivery .............................................................................................. 44

21.9 Binding Effect ...................................................................................................... 44

21.10 No Recourse to Members of Buyer ..................................................................... 44

21.11 Forward Contract ................................................................................................. 44

21.12 Further Assurances............................................................................................... 44 Exhibits:

Exhibit A Form of System Addendum
Exhibit B Notices
Exhibit C Monthly Capacity Availability Calculation
Exhibit D Monthly Availability Adjustment Calculation
36096164.3
4 COMMERCIAL BEHIND-THE-METER DISTRIBUTED ENERGY PROGRAM

MASTER ENERGY STORAGE SERVICE AGREEMENT
This Commercial Behind-The-Meter Distributed Energy Program Master Energy Storage Service Agreement (this “Agreement”) is made and effective as of [___], 2025 (the “Effective Date”), by and between Luminia BTM DevCo 1 LLC (“Seller”) and Clean Energy Alliance, a California joint powers authority (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and jointly as the “Parties.” Capitalized terms in this Agreement have the meanings set forth in Article 1.

RECITALS
WHEREAS, Buyer intends to offer a Commercial Behind-the-Meter Distributed Energy Program and associated tariff to non-residential customers whereby solar and battery energy storage systems will be located at customer sites (“Program”); WHEREAS, Seller desires to develop, design, construct, finance, own and operate one or more commercial, industrial and other non-residential energy storage systems to be located at various sites within Buyer’s service territory, each as more fully described on each System Addendum executed by the Parties (each a “System” and collectively, the “Systems”); WHEREAS, Seller desires to sell to Buyer, and Buyer is willing to purchase from Seller the Product generated by the Systems pursuant to the terms and conditions of this Agreement; and NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties agree to the following:

ARTICLE 1

DEFINITIONS

1.1 Contract Definitions. The following terms, when used herein with initial capitalization, shall have the meanings set forth below:
“Acceptance Date” means, with respect to a System, the date on which Seller receives the countersigned System Addendum from Buyer pursuant to Section 2.1 hereto with respect to such System.
“Accepted Compliance Costs” has the meaning set forth in Section 4.7(c). “Affiliate” means, with respect to any Person, each Person that directly or indirectly controls, is controlled by, or is under common control with such designated Person. For purposes of this definition and the definition of “Permitted Transferee”, “control”, “controlled by”, and “under common control with”, as used with respect to any Person, shall mean (a) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty 36096164.3
5 percent (50%) of the equity or other ownership interest in such Person, or (b) the right to direct the policies or operations of such Person.
“Agreement” has the meaning set forth in the Preamble and includes any exhibits, schedules and any written supplements hereto, any designated collateral, credit support or similar arrangement between the Parties.
“Ancillary Services” means all ancillary services, products and other attributes, if any, associated with the installed capacity of the System as of the Commercial Operation Date, including spinning reserve, non-spinning reserve, regulation up, regulation down, and voltage support as each is defined in the CAISO Tariff, and any other ancillary services added to the Agreement; provided, Ancillary Services does not include black start service. “Availability Adjustment” (or “AA”) is calculated in accordance with Exhibit D. “Bankrupt” or “Bankruptcy” means with respect to any entity, such entity that (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law, (b) has any such petition filed or commenced against it which remains unstayed or undismissed for a period of ninety (90) days, (c) makes an assignment or any general arrangement for the benefit of creditors, (d) otherwise becomes bankrupt or insolvent (however evidenced), (e) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (f) is generally unable to pay its debts as they fall due.
“Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended, and any successor statute.
“Billing Period” has the meaning set forth in Section 4.8(a). “Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday in California. A Business Day begins at 8:00 a.m. and ends at 5:00 p.m. Pacific Prevailing Time (PPT).
“Buyer” means Clean Energy Alliance, a California joint powers authority. “Buyer’s Indemnified Parties” means Buyer’s directors, officers, employees and agents. “Buyer’s Service Territory” means the service territory of Buyer. “CAISO” means the California Independent System Operator or any successor entity. 36096164.3
6 “Change of Control” means, except in connection with public market transactions of equity interests or capital stock of Seller’s Ultimate Parent, any circumstance in which Ultimate Parent ceases to own, directly or indirectly through one or more intermediate entities, at least fifty percent (50%) of the outstanding equity interests in Seller; provided, in calculating ownership percentages for all purposes of the foregoing:
(a) any ownership interest in Seller held by Ultimate Parent indirectly through one or more intermediate entities shall not be counted towards Ultimate Parent’s ownership interest in Seller unless Ultimate Parent directly or indirectly owns more than fifty percent (50%) of the outstanding equity interests in each such intermediate entity; and (b) ownership interests in Seller owned directly or indirectly by any Lender (including any tax equity provider) shall be excluded from the total outstanding equity interests in Seller.
“Charging Energy” means the Energy delivered to a System by Buyer pursuant to a Charging Notice, as measured pursuant to Section 8.1. All Charging Energy shall be used solely to charge the applicable System.
“Charging Notice” means the operating instruction, and any subsequent updates, given by Buyer directing a System to charge at a specific kW rate for a specified period of time or to a specified Stored Energy Level; provided, any such operating instruction shall be in accordance with the Operating Restrictions of such System set forth in the applicable System Addendum (if any) and such Charging Notice shall be consistent with this Agreement, the Program Guidelines and the Operating Restrictions set forth in the relevant System Addendum, if any. “Code” means the U.S. Internal Revenue Code, as amended. “Commercial Operation” means, with respect to the applicable System, the condition existing when (i) all conditions to operate such System, including without limitation all applicable regulatory authorizations, approvals and permits for the operation of such System have been obtained, satisfied and complied with, and are in full force and effect, (ii) such System has scheduled and completed a Commercial Operation Capacity Test, and (iii) such System is capable of receiving, storing, and delivering Energy.
“Commercial Operation Date” means the first date of Commercial Operation of the applicable System after completion of such System as confirmed in writing by the System installer. “Compliance Actions” has the meaning set forth in Section 4.7(a). “Compliance Expenditure Cap” has the meaning set forth in Section 4.7(a). “Confidential Information” has the meaning set forth in Section 20.1. 36096164.3
7 “Construction Start Date” means the date that construction of the applicable System begins at the applicable Site.
“Collateral Assignment Agreement” has the meaning set forth in Section 15.2. “Contract Price” has the meaning set forth in Section 4.3. “Contract Term” has the meaning set forth in Section 3.1. “Contract Year” means a period of twelve (12) consecutive months. The first Contract Year for each System shall commence on the Commercial Operation Date for such System and each subsequent Contract Year shall commence on the anniversary of such Commercial Operation Date.
“Customer” means the property owner of the property where a System is located. “COVID-19” means the epidemic disease designated COVID-19 and the related virus designated SARS-CoV-2 and any mutations thereof, and the efforts of a Governmental Authority to combat such disease.
“CPUC” means the California Public Utilities Commission, or successor entity. “Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issuer rating by S&P or Moody’s. If ratings by S&P and Moody’s are not equivalent, the lower rating shall apply.
“Defaulting Party” has the meaning set forth in Section 12.1(a). “Delivery Point” means with respect to a System the point where such System’s AC output electrically interconnects with the Customer’s electric infrastructure. “Discharging Energy” means the Energy that is delivered from a System to the applicable Meter Owner at the Delivery Point as measured pursuant to Section 8.1. “Discharging Notice” means the operating instruction, and any subsequent updates, given by Buyer directing a System to discharge Discharging Energy at a specific kW rate for a specified period of time or to a specified Stored Energy Level; provided, any such operating instruction or updates shall be in accordance with this Agreement, the Program Guidelines and the Operating Restrictions set forth in the relevant System Addendum, if any. 36096164.3
8 “Disclosing Party” has the meaning set forth in Section 20.2. “Distribution Provider” means San Diego Gas & Electric (“SDG&E”). “Early Termination Date” has the meaning set forth in Section 12.2. “Effective Capacity” means, at the applicable time, the maximum dependable operating capacity of the applicable System to discharge Energy, measured in kilowatts (kW) AC at the Delivery Point. Effective Capacity is determined based on the System’s installed nameplate capacity, adjusted for degradation in accordance with the manufacturer’s published degradation curve.
“Effective Date” has the meaning set forth on the Preamble. “Energy Management System” or “EMS” means a System’s energy management system or similar control system.
“Energy” means, as applicable to System operations, metered electrical energy, measured in kWh.
“Environmental Costs” has the meaning set forth in Section 18.1. “Event of Default” has the meaning set forth in Section 12.1. “Excused Event” has the meaning set forth in Exhibit C. “FERC” means the Federal Energy Regulatory Commission or any successor government agency.
“Force Majeure Event” has the meaning set forth in Section 11.1. 36096164.3
9 “Governmental Authority” means any federal, state, provincial, local or municipal government, any political subdivision thereof or any other governmental, congressional or parliamentary, regulatory, or judicial instrumentality, authority, body, agency, department, bureau, or entity with authority to bind a Party at law, including CAISO; provided, however, that “Governmental Authority” shall not in any event include any Party. “Hazardous Substance” means, collectively, (a) any chemical, material or substance that is listed or regulated under applicable Laws as a “hazardous” or “toxic” substance or waste, or as a “contaminant” or “pollutant” or words of similar import, (b) any petroleum or petroleum products, flammable materials, explosives, radioactive materials, asbestos, urea formaldehyde foam insulation, and transformers or other equipment that contain polychlorinated biphenyls, and (c) any other chemical or other material or substance, exposure to which is prohibited, limited or regulated by any Laws.
“Imbalance Reserves” has the meaning set forth in the CAISO Tariff. “Import Restriction Action” means any import or customs-related action by a Governmental Authority that, directly or indirectly, delays the delivery of major equipment procured by Seller to be used in a System and which cannot be avoided despite the exercise of commercially reasonable efforts by Seller to avoid such delay, including, without limitation, a U.S.

Customs and Border Protection withhold release order, issuance of a CF28 or CF29 instrument or seizure or enforcement action.
36096164.3
10 “Indemnifiable Loss(es)” has the meaning set forth in Section 18.1. “Indemnified Party” has the meaning set forth in Section 18.1. “Indemnifying Party” has the meaning set forth in Section 18.1. “Initial Operating Instructions” has the meaning set forth in Section 5.3(a). “Installed Capacity” means, with respect to a System, such System’s demonstrated peak electrical output measured in kW AC at the System Delivery Point. “Interest Rate” has the meaning set forth in Section 9.2. “Investment Grade Credit Rating” means a Credit Rating of BBB- or higher by S&P or Baa3 or higher by Moody’s.
“kW” means kilowatts measured in alternating current.
“kWh” means kilowatt-hour.
“Law” means any applicable law, statute, regulation, rule, regulation, decision, writ, order, decree or judgment, permit or any interpretation thereof, promulgated or issued by a Governmental Authority.
“Lender” means, collectively, any Person (i) providing senior or subordinated construction, interim or long-term debt or equity financing or refinancing for or in connection with the development, construction, purchase, installation or operation of a System, whether that financing or refinancing takes the form of private debt, equity, public debt or any other form (including financing or refinancing provided to a member or other direct or indirect owner of Seller), including any equity investor directly or indirectly providing financing or refinancing for such System or purchasing equity ownership interests of Seller and/or its Affiliates, and any trustee or agent acting on their behalf, (ii) providing interest rate or commodity protection under an agreement hedging or otherwise mitigating the cost of any of the foregoing obligations and/or (iii) participating in a lease financing (including a sale leaseback or leveraged leasing structure) with respect to a System.
“Limited Assignee” has the meaning set forth in Section 15.4. 36096164.3
11 “Meter Owner” has the meaning set forth in Article 16. “Monthly System Charge” means the amount to be charged to Buyer each month commencing on the Commercial Operation Date and throughout the System Delivery Term as compensation for the Product from each System, calculated as Monthly System Rate (as set forth in the applicable System Addendum) multiplied by the System Nameplate Energy (as set forth in the applicable System Addendum).
“Moody’s” means Moody’s Investors Service, Inc.
“Non-Defaulting Party” has the meaning set forth in Section 12.2. “Notice” shall, unless otherwise specified in the Agreement, mean written communications by a Party to be delivered in accordance with Section 10.2. “Operating Restrictions” means those restrictions, rules, requirements, and procedures for a System as set forth in the applicable System Addendum (if any). “Party” has the meaning set forth in the Preamble.
“Person” means any individual, sole proprietorship, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, incorporated organization, institution, public benefit corporation, unincorporated organization, government entity or other entity.
36096164.3
12 “Pre-Construction Expenses” means expenses incurred by Seller or its contractors prior to construction of a System to prepare such System site for System integration, which may include, without limitation removal of copper or other materials from Site; upgrades to Site surface areas or concrete foundations; removal or relocation of AC unit; removal or repair of existing generator; removal of existing battery backup; removal or relocation of existing equipment; removal of landscaping, trees or obstructions and tree trimming; cleaning of Site surface; repair of electrical code violation; removal or relocation of shelving; or electrical service or master-panel upgrade (MPU).
“Pre-Existing Condition” has the meaning set forth in Section 18.1. “Product” means, subject to the Operating Restrictions of a System, if any, all Discharging Energy delivered by such System throughout the System Delivery Term; the Installed Capacity and the Effective Capacity; Ancillary Services, if any; Imbalance Reserves, if any; all Resource Adequacy Benefits, if any; and any other existing products and products that may be developed or evolved from time to time during the Contract Term as such System is configured on the Commercial Operation Date and at no additional cost to Seller; generated by, associated with or attributable to such System throughout the System Delivery Term. “Program” has the meaning set forth in the Recitals.
“Program Guidelines” means the Buyer’s Commercial Behind-the-Meter Distributed Energy Program guidelines published
“Program Tariff” means the Buyer’s Commercial Behind-the-Meter Distributed Energy Program tariff.

Proposed System” has the meaning set forth in Section 2.1. “Prudent Operating Practice” means the practices, methods and standards of professional care, skill and diligence engaged in or approved by a significant portion of the electric power industry for facilities of similar size, type, and design, that, in the exercise of reasonable judgment, in light of the facts known at the time, would have been expected to accomplish results consistent with Law, reliability, safety, environmental protection, applicable codes, and standards of economy and expedition. Prudent Operating Practices are not necessarily defined as the optimal standard practice method or act to the exclusion of others, but rather refer to a range of actions reasonable under the circumstances.
“PV System” means the solar photovoltaic generation system interconnected with a System.
“Receiving Party” has the meaning set forth in Section 20.2. “Resource Adequacy Benefits” means the rights and privileges attached to a System, if any, that satisfy any entity’s resource adequacy obligations, as those obligations are set forth in CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-06-064, 06-07-031 and any subsequent CPUC ruling or decision and shall include any local, zonal or otherwise locational attributes associated with such System.
36096164.3
13 “S&P” means the Standard & Poor’s Financial Services, LLC (a subsidiary of S&P Global, Inc.) or its successor.
“Scheduling Coordinator” or “SC” means an entity certified by the CAISO as qualifying as a Scheduling Coordinator pursuant to the CAISO Tariff for the purposes of undertaking the functions specified in “Responsibilities of a Scheduling Coordinator,” of the CAISO Tariff, as amended from time to time.
“Seller” has the meaning set forth in the preamble.
“Seller Related Parties” has the meaning set forth in Section 18.1(a). “Site” means the real property on which the applicable System is or will be located, as further described in Exhibit A.
“Site Lease” has the meaning set forth in Section 3.4.

Stored Energy Level” means, at a particular time, the amount of electric Energy in the applicable System available to be discharged as Discharging Energy, expressed in kWh. “System(s)” has the meaning set forth in the Recitals hereto. “System Delivery Term” has the meaning set forth in Exhibit A. “Tangible Net Worth” means the tangible assets (for example, not including intangibles such as goodwill and rights to patents or royalties) that remain after deducting liabilities as determined in accordance with generally accepted accounting principles. “Taxe(s)” means all U.S. federal, state and local and any foreign taxes, levies, assessments, surcharges, duties and other fees and charges of any nature imposed by a Governmental Authority, whether currently in effect or adopted during the Contract Term, including ad valorem, excise, franchise, gross receipts, import/export, license, property, sales and use, stamp, transfer, payroll, unemployment, income, and any and all items of withholding, deficiency, penalty, additions, interest or assessment related thereto. “Termination Payment” has the meaning set forth in Section 12.3. 36096164.3
14 “Terminated Transaction” has the meaning set forth in Section 12.2. “Ultimate Parent” means ________________, a [State of organization] [Type of entity].

1.2 Rules of Interpretation. In this Agreement, except as expressly stated otherwise or unless the context otherwise requires:
(a) headings and the rendering of text in bold and italics are for convenience and reference purposes only and do not affect the meaning or interpretation of this Agreement; (b) words importing the singular include the plural and vice versa and the masculine, feminine and neuter genders include all genders; (c) the words “hereof”, “herein”, and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) a reference to an Article, Section, paragraph, clause, Party, or Exhibit is a reference to that Section, paragraph, clause of, or that Party or Exhibit to, this Agreement unless otherwise specified, and in the event of a conflict, the provisions of the main body of this Agreement shall prevail over the provisions of any attachment or annex; (e) a reference to a document or agreement, including this Agreement shall mean such document, agreement or this Agreement including any amendment or supplement to, or replacement, novation or modification of this Agreement, but disregarding any amendment, supplement, replacement, novation or modification made in breach of such document, agreement or this Agreement;
(f) a reference to a Person includes that Person’s successors and permitted assigns;
(g) the terms “include” and “including” mean “include or including (as applicable) without limitation” and any list of examples following such term shall in no way restrict or limit the generality of the word or provision in respect of which such examples are provided;
(h) references to any statute, code or statutory provision are to be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or reenacted, and include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires; (i) in the event of a conflict, a mathematical formula or other precise description of a concept or a term shall prevail over words providing a more general description of a concept or a term;
36096164.3
15 (j) references to any amount of money shall mean a reference to the amount in United States Dollars;
(k) the expression “and/or” when used as a conjunction shall connote “any or all of”;
(l) words, phrases or expressions not otherwise defined herein that (i) have a generally accepted meaning in Prudent Operating Practice shall have such meaning in this Agreement or (ii) do not have well known and generally accepted meaning in Prudent Operating Practice but that have well known and generally accepted technical or trade meanings, shall have such recognized meanings; and
(m) each Party acknowledges that it was represented by counsel in connection with this Agreement and that it or its counsel reviewed this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

ARTICLE 2

SYSTEMS, COMMERCIAL OPERATION, FORECASTING

2.1 System Addenda.
(a) The Parties shall agree on a schedule of regular meetings to review the pipeline of Systems proposed to be added to the Program and this Agreement (“Proposed System”), construction schedules for Proposed Systems subject to an executed System Addendum, and any other Program implementation issues. Seller shall identify Proposed Systems to Buyer no later than six (6) months (or such shorter as may be reasonable under the circumstances) prior to the projected commercial operation date of each Proposed System. Buyer may reasonably reject or request changes to any Proposed System. The Parties shall use commercially reasonable efforts to attempt to resolve Buyer’s concerns, and Buyer shall not be obligated to accept a Proposed System if its reasonable concerns are not adequately addressed within forty-five (45) days of Buyer’s initial rejection.
(b) From time to time, Seller may propose that Buyer include a System under the terms and conditions of this Agreement by submitting a completed and signed System Addendum to Buyer. Within seven (7) days of receipt of a proposed System Addendum signed by Seller, Buyer will accept and countersign such proposed System Addendum and upon delivery of such countersigned System Addendum by Buyer, the System described therein shall be deemed a “System” subject to this Agreement. Buyer shall be under no obligation to accept or countersign a System Addendum if (i) any information required thereon is missing or incomplete, (ii) the Proposed System materially deviates from the specifications of the Proposed System discussed by the Parties in the meetings set forth in Section 2.1(a), or (iii) the System or System Addendum is not consistent with the Program Guidelines. Unless otherwise agreed in writing by Buyer, Buyer shall be under no obligation to accept any System Addendum from and after four (4) years from the Effective Date (the “Submission Deadline”).

2.2 Commercial Operation. Seller shall provide Notice to Buyer of the expected commercial operation date for an applicable System within ten (10) Business Days prior to the 36096164.3
16 date the applicable System will achieve Commercial Operation. Buyer shall have no obligation to pay the Monthly System Charge for the applicable System until all of the following have occurred:
(a) Seller has delivered to Buyer confirmation by the System installer either in hardcopy or electronic form that such System has been completed, interconnected, and is fully operational and attesting to the installed capacity of the System; (b) All applicable regulatory authorizations, approvals and permits for operation of the System have been obtained and shall be in full force and effect; (c) Insurance requirements for the System have been met, with evidence provided in writing to Buyer, in accordance with Section 19.1; and (f) The Meter Owner has enrolled in the Program.

ARTICLE 3
TERM

3.1 Contract Term. The term of this Agreement (“Contract Term”) consists of the System Delivery Term of all Systems included herein, and shall commence on the Effective Date and shall remain in full force and effect until the end of the System Delivery Term of the last System accepted by Buyer hereunder.

3.2 Survival of Contract Provisions. Applicable provisions of this Agreement shall continue in effect after termination, including early termination, to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination.

The confidentiality obligations of the Parties under Article 20 shall remain in full force and effect for two (2) years following the termination of this Agreement, and all indemnity and audit rights shall remain in full force and effect for one (1) year following the termination of this Agreement. 36096164.3
17 ARTICLE 4

PURCHASE AND SALE

4.1 Sale of Product. Subject to Seller’s document deliveries to Buyer under Section 2.2 above and the terms and conditions of this Agreement, during each System Delivery Term, Seller shall sell and deliver to Buyer, and Buyer shall purchase from Seller at the applicable Monthly System Charge, all of the Product produced by such System delivered to the System Delivery Point. At its sole discretion, Buyer may re-sell or use for another purpose all or a portion of the Product. Buyer will have exclusive rights to offer, bid, or otherwise submit the Product from each System for resale in the market, and retain and receive any and all related revenues.

Buyer has no obligation to purchase from Seller any Product from any System that is not or cannot be delivered to the Delivery Point as a result of any circumstance, including, an outage of such System, a Force Majeure Event affecting Buyer’s ability to receive the Product (but not its ability to transmit the Product from the Delivery Point), except if a failed delivery is the result of a Buyer event of default. In no event shall Seller have the right to procure any element of the Product for sale or delivery to Buyer from sources other than the Systems covered under the terms of this Agreement.

4.2 [Reserved].

4.3 Compensation. The contract price payable by Buyer to Seller hereunder (the “Contract Price”) shall be the Monthly System Charge as set forth in each System Addendum.

The Monthly System Charge shall remain constant through the term of the applicable System Addendum.
36096164.3
18 36096164.3
19 ARTICLE 5

OBLIGATIONS AND DELIVERIES

5.1 Delivery. Subject to the terms and conditions of this Agreement, Seller shall make available and Buyer shall accept all Delivered Energy on an as-delivered, instantaneous basis at the applicable Delivery Point. Notwithstanding anything to the contrary in this Agreement 36096164.3
20 (including with respect to any Force Majeure Event), Buyer shall be responsible for all costs, charges and penalties, if any, imposed in connection with the delivery of Charging Energy to the applicable Delivery Point (including the cost of Charging Energy itself) and delivery of Discharging Energy at and after the applicable Delivery Point, including without limitation transmission and distribution costs and transmission and distribution line losses and imbalance charges.

5.2 Title and Risk of Loss. Title to and risk of loss related to the Discharging Energy by each System shall pass and transfer from Seller to Buyer at the applicable Delivery Point.

5.3 Commercial Operation Capacity Test. Prior to each Commercial Operation Date, and upon no less than ten (10) Business Days’ prior Notice to Buyer, Seller shall schedule and complete a Commercial Operation Capacity Test with respect to the applicable System. Such Commercial Operation Capacity Test shall establish the Installed Capacity of the applicable System.

5.4 Energy Management.
(a) Initial Operating Instructions. Unless otherwise specified in the System Addendum, each System shall be operated in accordance with the operating instructions specifying the hours of charging and discharging and other operating parameters set forth in the Program Guidelines (“Initial Operating Instructions”). At any time during the applicable System Delivery Term, Buyer may issue Charging Notices and Discharging Notices for such System. Any new Charging Notices and Discharging Notices shall replace and supersede the Initial Operating Instructions or any existing Charging Notices and Discharging Notices, as applicable. The charging and discharging hours and other operating parameters contained in such Charging and Discharging Notices shall be consistent with this Agreement, the Program Guidelines, the applicable System Addendum, applicable Law and otherwise at Buyer’s sole discretion. (b) Charging Generally. Upon receipt of a valid Charging Notice, Seller shall take all action necessary to deliver the Charging Energy to the applicable System from the applicable PV System. Seller shall maintain, repair or replace equipment in Seller’s possession or control used to deliver the Charging Energy from the applicable PV System to the applicable System. Except as otherwise expressly set forth in this Agreement, Buyer shall be responsible for paying all costs and charges of delivering the Charging Energy to each Delivery Point. For clarity, Seller has no obligation to procure grid Energy to charge any System unless expressly authorized in writing by Buyer and agreed by Seller, and any such grid Energy charging shall be at Buyer’s cost and risk (including any regulatory or Tax impact). (c) Charging Notices. During the applicable System Delivery Term, Buyer shall have the right to charge each System within the limits of the manufacturer’s warranty, seven (7) days per week and twenty-four (24) hours per day (including holidays), by providing Charging Notices to Seller electronically; provided, Buyer’s right to issue Charging Notices is subject to the requirements and limitations set forth in this Agreement and the Program Guidelines, including the applicable Operating Restrictions. Each Charging Notice issued in accordance with this 36096164.3
21 Agreement will be effective unless and until such Charging Notice is modified with an updated Charging Notice. Seller shall comply with all Charging Notices, subject to the requirements and limitations set forth in this Agreement, and Seller may curtail, delay, or refuse to implement any Charging Notice to the extent necessary to comply with applicable Law. In such case, Seller shall notify Buyer promptly and, where practicable, propose a commercially reasonable alternative schedule.
(d) No Unauthorized Charging. Seller shall not charge any System during the applicable System Delivery Term other than consistent with the Program Guidelines, or pursuant to a valid Charging Notice, or pursuant to a notice from the CAISO or any other Governmental Authority; provided, that Seller may perform commissioning, diagnostic testing, warranty-required balancing or calibration cycling, and actions reasonably necessary to preserve System safety or integrity, in each case consistent with the Operating Restrictions and the manufacturer’s instructions and with five (5) Business Days’ prior notice to Buyer. (e) Discharging Notices. During the Delivery Term, Buyer shall have the right to discharge each System within the limits of the manufacturer’s warranty, by providing Discharging Notices to Seller electronically, subject to the requirements and limitations set forth in this Agreement, including the Operating Restrictions. Seller shall comply with all Discharging Notices, subject to the requirements and limitations set forth in this Agreement. Each Discharging Notice issued in accordance with this Agreement will be effective unless and until Buyer modifies such Discharging Notice by providing Seller with an updated Discharging Notice. Seller may curtail, delay, or refuse to implement any Discharging Notice to the extent necessary to comply with applicable Law with prompt notice to Buyer and, where practicable, a commercially reasonable alternative.
(f) No Unauthorized Discharging. Seller shall not discharge any System during the applicable System Delivery Term other than consistent with the Program Guidelines, or pursuant to a valid Discharging Notice or pursuant to a notice from CAISO or any other Governmental Authority; provided, that Seller may discharge to the extent reasonably necessary to preserve System safety or integrity or to comply with the Operating Restrictions, the manufacturer’s warranty, Prudent Operating Practice, or applicable Law, with five (5) Business Days’ prior notice to Buyer.

5.6 Energy Management System. Seller shall provide to Buyer a real-time data feed from the EMS for each System. During each System Delivery Term, Seller shall provide monthly reports to Buyer for each System including the charging and discharging capacity and availability of the System and maintenance outages scheduled for the following six (6) month period. Upon execution of this Agreement, the Parties shall cooperate to agree upon the type and format of the information to be provided in the monthly reports.
36096164.3
22 5.6 Meter Owner Disenrollment. Each Party covenants that it will provide Notice to the other Party within two (2) Business Days upon becoming aware of any Meter Owner ceasing to be subject to the Program Tariff or delivering notice to such Party that it is electing to cease being subject to the Program Tariff.

ARTICLE 6
TAXES

6.1 Allocation of Taxes and Charges. Seller shall pay or cause to be paid all Taxes on or with respect to each System or on or with respect to the sale and making available Product to Buyer, that are imposed on Product prior to the applicable Delivery Point. Buyer shall pay or cause to be paid all Taxes on or with respect to the delivery to and purchase by Buyer of Product that are imposed on Product at and from the applicable Delivery Point (other than withholding or other Taxes imposed on Seller’s income, revenue, receipts or employees). Notwithstanding the foregoing, each Party shall be responsible for its own Taxes calculated based on the income or profits generated in connection with the purchase and sale of the Product hereunder. If a Party is required to remit or pay Taxes that are the other Party’s responsibility hereunder, such Party shall promptly pay the Taxes due and then seek and receive reimbursement from the other for such Taxes. In the event any sale of Energy hereunder is exempt from or not subject to any particular Tax, Buyer shall provide Seller with all necessary documentation within thirty (30) days after the Effective Date to evidence such exemption or exclusion. If Buyer does not provide such documentation, then Buyer shall indemnify, defend, and hold Seller harmless from any liability with respect to Taxes from which Buyer claims it is exempt.

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

ARTICLE 7

MAINTENANCE OF SYSTEMS

7.1 Maintenance of Systems.
(a) Seller shall comply with Law and Prudent Operating Practice and be solely responsible for the operation, inspection, maintenance and repair of the Systems covered under this Agreement, the generation and sale of Product, the protection of the Site and persons from damage or injury due to Seller’s installation and operation of the application System, and the disposal and recycling of any equipment associated with each System, including solar panels in accordance with applicable Law and Prudent Operating Practice. Seller shall maintain and deliver maintenance and repair records for each System to Buyer upon request. Seller shall promptly make 36096164.3
23 all necessary repairs to each System, and any portion thereof, and take all actions necessary in order to provide the Product to Buyer in accordance with the terms of this Agreement. (b) Seller shall maintain a daily operations log for each System which shall include but not be limited to information on Energy consumption and efficiency (if applicable), availability, outages, changes in operating status, inspections and any other significant events related to the operation of the applicable System. Information maintained pursuant to this Section

7.1(b) shall be provided to Buyer within fifteen (15) days of Buyer’s request. (c) Seller shall maintain and make available to Buyer records, including logbooks, demonstrating that each System is operated in accordance with Prudent Operating Practices. Seller shall comply with all reporting requirements and permit on-site audits, investigations, tests and inspections permitted or required under any Prudent Operating Practice.

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

ARTICLE 8

METERING

8.1 Metering. Seller shall measure the amount of Charging Energy and Discharging Energy from each System using a commercially available, revenue-grade metering system. Such meter shall be installed and maintained at Seller’s cost. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event that Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer.

8.2 Meter Verification. If Seller has reason to believe there may be a meter malfunction, or upon Buyer’s reasonable request, Seller shall test the System’s meter. The test shall be conducted by an independent third-party qualified to conduct such test. Buyer shall be notified seven (7) days in advance of such test and have a right to be present during such test. If a meter is inaccurate it shall be promptly repaired or replaced. If a meter is inaccurate by more than one percent (1%) and it is not known when the meter inaccuracy commenced (if such evidence exists such date will be used to adjust prior invoices), then the invoices covering the period of time since the last meter test for the applicable System shall be adjusted for the amount of the inaccuracy on the assumption that the inaccuracy persisted during one-half of such period; provided, such period may not exceed twelve (12) months.
36096164.3
24 ARTICLE 9
INVOICING AND PAYMENT; CREDIT

9.1 Invoicing. Seller shall make good faith efforts to deliver an invoice to Buyer for the Contract Price due for each System then covered under this Agreement no later than fifteen (15) Business Days after the end of the prior monthly billing period.

9.2 Payment. Buyer shall make payment to Seller for the Monthly System Charge due and payable by wire transfer or ACH payment to the bank account provided on each monthly invoice. Buyer shall pay undisputed invoice amounts within thirty (30) days after receipt of the invoice. If such due date falls on a weekend or Federal Reserve holiday in California, such due date shall be the next Business Day. Payments made after the due date will be considered late and will bear interest on the unpaid balance. If the amount due is not paid on or before the due date or if any other payment that is due and owing from one Party to another is not paid on or before its applicable due date, a late payment charge shall be applied to the unpaid balance and shall be added to the next billing statement. Such late payment charge shall be calculated based on an annual interest rate equal to 10% of the total amount due (“Interest Rate”). If the due date occurs on a day that is not a Business Day, the late payment charge shall begin to accrue on the next succeeding Business Day.

9.3 Books and Records. To facilitate payment and verification, each Party shall maintain all books and records necessary for billing and payments, including copies of all invoices under this Agreement, for a period of at least two (2) years or as otherwise required by Law. Upon ten (10) Business Days’ Notice to the other Party, either Party shall be granted reasonable access to the accounting books and records within the possession or control of the other Party pertaining to all invoices generated pursuant to this Agreement.

9.4 Payment Adjustments; Billing Errors. Payment adjustments shall be made if Buyer or Seller discovers there have been good faith inaccuracies in invoicing that are not otherwise disputed under Section 9.5, or there is determined to have been a meter inaccuracy sufficient to require a payment adjustment. If the required adjustment is in favor of Buyer, Buyer’s monthly payment shall be credited in an amount equal to the adjustment. If the required adjustment is in favor of Seller, Seller shall add the adjustment amount to Buyer’s next monthly invoice.

Adjustments in favor of either Buyer or Seller shall bear interest, until settled in full, in accordance with Section 9.2, accruing from the date on which the adjusted amount was due.

9.5 Billing Disputes. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice, rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within five (5) Business Days of such resolution along with interest accrued at the Interest Rate from and including the original due date to but excluding the date paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment 36096164.3
25 from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived if the other Party is not notified in accordance with this Section 9.5 within twelve (12) months after the invoice is rendered or subsequently adjusted, except to the extent any misinformation was from a third party not affiliated with any Party and such third party corrects its information after the twelve-month period. If an invoice is not rendered within twelve (12) months after the close of the month during which performance occurred, the right to payment for such performance is waived.

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

ARTICLE 10

NOTICES

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

10.2 Acceptable Means of Delivering Notice. Each Notice required, permitted, or contemplated hereunder shall be deemed to have been validly served, given or delivered as follows:
(a) if sent by United States mail with proper first class postage prepaid, three (3) Business Days following the date of the postmark on the envelope in which such Notice was deposited in the United States mail;
(b) if sent by a regularly scheduled overnight delivery carrier with delivery fees either prepaid or an arrangement with such carrier made for the payment of such fees, the next Business Day after the same is delivered by the sending Party to such carrier; (c) if sent by electronic communication (including electronic mail or other electronic means) at the time indicated by the time stamp upon delivery, and if after 5 p.m. PPT, on the next Business Day; or
(d) if delivered in person, upon receipt by the receiving Party. Notwithstanding the foregoing, Notices of outages or other scheduling or dispatch information or requests, may be sent by electronic communication and shall be considered delivered upon successful completion of such transmission.
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26 ARTICLE 11

FORCE MAJEURE

11.1 Definition.
(a) “Force Majeure Event” means any act or event that delays or prevents a Party from timely performing all or a portion of its obligations under this Agreement or from complying with all or a portion of the conditions under this Agreement if such act or event, despite the exercise of reasonable efforts, cannot be avoided by and is beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance, or noncompliance. (b) Without limiting the generality of the foregoing, so long as the following events, despite the exercise of reasonable efforts, cannot be avoided by, and are beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance or noncompliance, a Force Majeure Event may include an act of God or the elements, such as flooding, lightning, hurricanes, tornadoes, or ice storms; explosion; fire; volcanic eruption; flood; epidemic (including but not limited to the COVID-19 epidemic); pandemics; landslide; mudslide; sabotage; terrorism; earthquake; or other cataclysmic events; an act of public enemy; war; blockade; civil insurrection; riot; civil disturbance; or strikes or other labor difficulties caused or suffered by a Party or any third party except as set forth below.
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27 11.3 Notice. Within seven (7) Business Days of the claiming Party’s awareness of the impact of a Force Majeure Event, the claiming Party shall provide the other Party with oral notice of the Force Majeure Event, and within two (2) weeks of the Force Majeure Event, the claiming Party shall provide the other Party with Notice based on its then-current understanding and describing in detail the particulars of the occurrence giving rise to the Force Majeure Event claim, including the nature, cause, estimated date of commencement thereof, and the anticipated extent of any delay or interruption in performance. Failure to provide timely Notice as described in the preceding sentence constitutes a waiver of a Force Majeure Event. Upon written request from Buyer, Seller shall provide documentation demonstrating to Buyer’s reasonable satisfaction that each day of the claimed delay was the result of a Force Majeure Event and did not result from Seller’s actions or failure to exercise due diligence or take reasonable actions. The claiming party shall promptly provide Notice to the other Party of the cessation or termination of such Force Majeure Event, all as known or estimated in good faith by the affected Party. The suspension of performance due to a claim of Force Majeure Event must be of no greater scope and of no longer duration than is required by the Force Majeure Event.

11.4 Termination Following Force Majeure Event. If a Force Majeure Event has occurred after the Commercial Operation Date that has caused either Party to be unable to perform its obligations hereunder in whole or in any material respect with respect to an affected System, and the impacted Party has claimed and received relief from performance of its obligations for a consecutive twelve (12) month period, then the non-claiming Party may terminate the affected System Addendum upon Notice to the other Party. Upon any such termination, neither Party shall have any further liability to the other Party with respect to such System, except as set forth in Section 3.2.

ARTICLE 12
DEFAULTS; REMEDIES; TERMINATION

12.1 Events of Default. An “Event of Default” shall mean, 36096164.3
28 12.3 Termination Payment.
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12.4 Notice of Payment of Termination Payment. As soon as practicable after a Terminated Transaction, but in no event later than sixty (60) days after the Early Termination Date (or such longer additional period, not to exceed an additional sixty (60) days, if the Non-Defaulting Party is unable, despite using commercially reasonable efforts, to calculate the Termination Payment within such initial sixty (60)-day period despite exercising commercially reasonable efforts), Notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to or from the Non-Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Termination Payment shall be made to or from the Non-Defaulting Party, as applicable, within ten (10) Business Days after such Notice is effective.

12.5 Disputes With Respect to Termination Payment. If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be determined in accordance with Article 17.

12.6 Rights And Remedies Are Cumulative. Except where liquidated damages are provided as the exclusive remedy, the rights and remedies of a Party pursuant to this Article 12 shall be cumulative and in addition to the rights of the Parties otherwise provided in this Agreement.

12.7 Mitigation. Any Non-Defaulting Party shall be obligated to use commercially reasonable efforts to mitigate its Costs, losses and damages resulting from any Event of Default of the other Party under this Agreement.
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30 ARTICLE 13
LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES.

13.1 No Consequential Damages. EXCEPT TO THE EXTENT (A) PART OF AN EXPRESS REMEDY OR MEASURE OF DAMAGES HEREIN, (B) PART OF A THIRD-PARTY INDEMNITY CLAIM UNDER ARTICLE 16, (C) INCLUDED IN A LIQUIDATED DAMAGES CALCULATION, OR (D) RESULTING FROM A PARTY’S GROSS

NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO

THE OTHER OR ITS INDEMNIFIED PERSONS FOR ANY SPECIAL, PUNITIVE,

EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOSSES OR

DAMAGES FOR LOST REVENUE OR LOST PROFITS, WHETHER FORESEEABLE OR

NOT, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT, BY STATUTE, IN TORT OR CONTRACT.

13.2 Waiver and Exclusion of Other Damages. EXCEPT AS EXPRESSLY SET

FORTH HEREIN, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR

A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND

MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. ALL LIMITATIONS OF LIABILITY CONTAINED IN

THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE PERTAINING TO SELLER’S LIMITATION OF LIABILITY AND THE PARTIES’ WAIVER OF

CONSEQUENTIAL DAMAGES, SHALL APPLY EVEN IF THE REMEDIES FOR BREACH OF WARRANTY PROVIDED IN THIS AGREEMENT ARE DEEMED TO “FAIL OF THEIR ESSENTIAL PURPOSE” OR ARE OTHERWISE HELD TO BE INVALID OR UNENFORCEABLE.

FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS AND EXCLUSIVE

REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR 36096164.3
31 MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED.

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

MITIGATE AFTER USE OF REASONABLE EFFORTS) AND AMOUNTS DUE IN

CONNECTION WITH THE RECAPTURE OF TAX CREDITS, IF ANY, SHALL BE DEEMED TO BE DIRECT DAMAGES. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, INCLUDING UNDER SECTIONS 5.4, 12.2, 12.3, AND

EXHIBITS C AND D, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE

DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT OTHERWISE OBTAINING AN

ADEQUATE REMEDY IS INCONVENIENT, AND THAT THE LIQUIDATED DAMAGES

CONSTITUTE A REASONABLE APPROXIMATION OF THE ANTICIPATED HARM OR LOSS. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED

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

CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY

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

THE PARTIES ACKNOWLEDGE AND AGREE THAT MONEY DAMAGES AND

THE EXPRESS REMEDIES PROVIDED FOR HEREIN ARE AN ADEQUATE REMEDY FOR

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

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

ARTICLE 14
REPRESENTATIONS AND WARRANTIES; AUTHORITY

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

14.2 Buyer’s Representations and Warranties. As of the Effective Date, Buyer represents and warrants as follows:
(a) Buyer is a joint powers authority and a validly existing community choice aggregator, duly organized, validly existing and in good standing under the laws of the State of California and the rules, regulations and orders of the California Public Utilities Commission, and is qualified to conduct business in each jurisdiction of the Joint Powers Agreement members. All Persons making up the governing body of Buyer are the elected or appointed incumbents in their positions and hold their positions in good standing in accordance with the Joint Powers Agreement and other Law.
(b) Buyer has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Buyer’s performance under this Agreement. The execution, delivery and performance of this Agreement by Buyer has been duly authorized by all necessary action on the part of Buyer and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Buyer or any other party to any other agreement with Buyer.
(c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Buyer with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Buyer, the documents of formation of Buyer or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Buyer is a party or by which any of its property is bound.
(d) This Agreement has been duly executed and delivered by Buyer. This Agreement is a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. 36096164.3
33 (e) Buyer warrants and covenants that with respect to its contractual obligations under this Agreement, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (1) suit, (2) jurisdiction of court (provided that such court is located within a venue permitted in Law and under the Agreement), (3) relief by way of injunction, order for specific performance or recovery of property, (4) attachment of assets, or (5) execution or enforcement of any judgment; provided, however, that nothing in this Agreement shall waive the obligations or rights set forth in the California Tort Claims Act (California Government Code Section 810 et seq.).

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

14.4 Seller Covenants. Seller covenants that commencing on the Effective Date and continuing throughout the Contract Term:
(a) Seller shall use commercially reasonable efforts to ensure that its employees performing construction services at the Sites are paid wages consistent with any applicable California prevailing wage requirements. For contractors and subcontractors, that will perform construction work or provide services at any Site related to construction of the Systems. Seller shall include in its subcontracts a provision encouraging compliance with any such applicable requirements but shall not be responsible for independent contractors’ or subcontractors’ wage determinations or compliance. Nothing herein shall require Seller, its contractors and subcontractors to comply with, or assume liability created by California labor laws that are not expressly applicable to the work performed under this Agreement. (b) Seller will endeavor to engage local labor, minority-owned and veteran-owned contractors in the construction, operation and maintenance of Systems.

14.5 Supplier Diversity. Seller acknowledges that Buyer will, from time to time, request voluntary disclosure of Seller’s certification status with the CPUC Supplier Clearinghouse, and voluntary disclosure regarding Seller’s efforts to work with diverse business enterprises, including women, minority, disabled veteran, and lesbian, gay, bisexual, transgender and/or persons with disabilities business enterprises.
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34 ARTICLE 15

ASSIGNMENT

15.1 General Prohibition on Assignments. Except as provided below in this Article 15, neither Party may assign this Agreement or its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Any Change of Control of Seller (whether voluntary or by operation of law) will be deemed an assignment and will require the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided, a Change of Control of Seller shall not require Buyer’s consent and will not be subject to Section 15.2 or Section 15.3 if the assignee or transferee is a Permitted Transferee. Any assignment made without the required written consent, or in violation of the conditions to assignment set out below, shall be null and void. Buyer will have no obligation to provide any consent, or enter into any agreement, that materially and adversely affects any of Buyer’s rights, benefits, risks or obligations under this Agreement, or to modify the Agreement, except as set forth below. The assigning Party shall pay the other Party’s reasonable expenses associated with the preparation, review, execution and delivery of documents in connection with any assignment of this Agreement by the assigning Party, including without limitation reasonable attorneys’ fees.

15.2 Collateral Assignment. Subject to the provisions of this Section 15.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of one or more Systems. In connection with any financing or refinancing of one or more Systems by Seller, upon request of Seller, Buyer shall in good faith work with Seller and Lender to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). Each Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and the applicable Lender, such agreement not to be unreasonably withheld. Buyer will not be subject to obligations under more than one Collateral Assignment Agreement at any time. The Collateral Assignment Agreement must include, among others, the following provisions unless otherwise agreed to by Buyer, Seller and the applicable Lender:
(a) Buyer shall give Notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its right to terminate this Agreement as a result of such Event of Default; provided that such notice shall be provided to Lender at the time such notice is provided to Seller and the cure period of Lender shall not commence until Lender has received notice of such Event of Default; (b) Lender will have the right to cure an Event of Default on behalf of Seller if Lender sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five (5) Business Days after Lender’s receipt of notice of such Event of Default from Buyer, indicating Lender’s intention to cure. Lender must remedy or cure such Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to a maximum of ninety (90) days (or, in the event of a bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to cure any Event of Default, an additional reasonable period of time to complete such proceedings and effect such cure not to exceed one hundred eighty (180) days without the written consent of Buyer, which consent shall not be unreasonably withheld), provided that if Lender is prohibited by any court order or bankruptcy or insolvency proceedings from curing the Event of Default or from commencing or 36096164.3
35 prosecuting foreclosure proceedings, the foregoing time periods shall be extended by the period of such prohibition
(c) Following an Event of Default by Seller under this Agreement, Buyer may require Seller (or Lender, if Lender has provided the notice set forth in subsection (b) above) to provide to Buyer a report concerning:
(i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default;
(ii) Impediments to the cure plan or its development;
(iii) If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and
(iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan. Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report.

Buyer will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured;
(d) Lender will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; (e) Lender will receive prior Notice of and the right to approve material amendments to this Agreement, which approval will not be unreasonably withheld, delayed or conditioned;
(f) If Lender, directly or indirectly, takes possession of, or title to one or more Systems (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s obligations arising under this Agreement and all related agreements with respect to such System(s), including the applicable System Addendum(s) (subject to such limits on liability as are mutually agreed to by Seller, Buyer, and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either:
(i) Cause such Event of Default to be cured, or
(ii) Not assume this Agreement;
(g) If Lender elects to transfer this Agreement, then Lender must cause the transferee to assume all of Seller’s obligations arising under this Agreement arising after the date of such assumption as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that meets the definition of Permitted Transferee; 36096164.3
36 (h) Subject to Lender’s cure of any Events of Defaults under the Agreement in accordance with Section 14.2(c), if (i) this Agreement is rejected in Seller’s Bankruptcy or otherwise terminated in connection therewith, Lender shall have the right to elect within thirty (30) days after such rejection or termination, to cause Buyer to enter into a replacement agreement with Seller having the same terms as this Agreement for the remaining Term thereof, or (ii) if Lender or its designee, directly or indirectly, takes possession of, or title to, a System (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) after any such rejection or termination of this Agreement, promptly after Buyer’s written request, Lender must itself or must cause its designee to promptly enter into a new agreement with Buyer having the same terms as this Agreement for the remaining Term thereof, provided that in the event a designee of Lender, directly or indirectly, takes possession of, or title to, such System (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), such designee shall be approved by Buyer, not to be unreasonably withheld; and
(i) The Parties shall negotiate any Collateral Assignment Agreement in good faith, including variations to the provisions set forth in this Section 15.2, and to the extent the Collateral Assignment Agreement executed by Buyer and Lender varies from such provisions, the terms of such Collateral Assignment Agreement shall be controlling. In addition, Buyer shall cooperate with Seller or any Lender to execute or arrange for delivery of estoppels reasonably requested by Seller or Lender.

15.3 Permitted Assignment by Seller.
(a) Except as may be precluded by, or would cause Buyer to be in violation of the Political Reform Act (California Government Code Section 81000 et seq.) or the regulations thereto, California Section 1090, or any other conflict of interest Law, Seller may, without the prior written consent of Buyer, transfer or assign this Agreement directly or indirectly to an Affiliate of Seller if, and only if:
(i) Seller has given Buyer Notice at least fifteen (15) Business Days before the date of such proposed assignment; and
(ii) Seller has provided Buyer a written agreement signed by the Affiliate to which Seller wishes to assign its interests that provides that such Affiliate will assume all of Seller’s obligations and liabilities under this Agreement upon such transfer or assignment. (b) Seller may, without the prior written consent of Buyer, transfer or assign this Agreement to any Person succeeding to all, or substantially all, of the assets of Seller (whether voluntary or by operation of law), if, and only if:
(i) The assignee is a Permitted Transferee;
(ii) Seller has given Buyer Notice at least fifteen (15) Business Days before the date of such proposed assignment; and
(iii) Seller has provided Buyer a written agreement signed by the Person to which Seller wishes to assign its interests that (x) provides that such Person will assume all of 36096164.3
37 Seller’s obligations and liabilities under this Agreement upon such transfer or assignment and (y) certifies that such Person meets the definition of a Permitted Transferee. (c) Notwithstanding the foregoing, any assignment by Seller, its successors or assigns under this Section 15.3 shall be of no force and effect unless and until such Notice and agreement by the assignee have been received and confirmed by Buyer.

15.4 Permitted Assignment by Buyer. Buyer may make a limited assignment, including in connection with a municipal prepayment transaction, to an entity with an Investment Grade Credit Rating (“Limited Assignee”) of Buyer’s right to receive Product and Buyer’s obligation to make payments to Seller, subject to execution of an assignment agreement between and among Seller, Buyer, and Limited Assignee upon terms and conditions mutually agreed, including that the limited assignment shall be expressly subject to Limited Assignee’s timely payment of amounts due under this Agreement. Buyer may make such assignment by delivering Notice upon not less than thirty (30) days prior to such proposed assignment. Subject to the foregoing, Seller agrees to (i) comply with Limited Assignee’s reasonable requests for know-your-customer and similar account opening information and documentation with respect to Seller, including but not limited to information related to forecasted generation, credit rating, and compliance with anti-money laundering rules, the Dodd-Frank Act, the Commodity Exchange Act, the Patriot Act and similar rules, regulations, requirements and corresponding policies, and (ii) promptly execute such assignment agreement and implement such assignment as contemplated thereby, subject only to the countersignature of Limited Assignee and Buyer.

ARTICLE 16

METER OWNER PARTICIPATION
The Parties acknowledge and agree that in connection with this Agreement and the Program contemplated herein, Buyer will provide a disclosure to each of its respective customers of record at each Site (each a “Meter Owner”) or otherwise enter into a disclosure agreement requiring each Meter Owner to be subject to Buyer’s contemplated Program Tariff for the duration of the Contract Term of this Agreement. Seller shall include in each Site Lease a covenant requiring the applicable Meter Owner and any lessee of the applicable Site (to the extent within the Meter Owner’s control with respect to future leases) to elect to be subject to the Program Tariff for the duration of the applicable System Addendum.

ARTICLE 17

DISPUTE RESOLUTION

17.1 Governing Law; Venue.
(a) This agreement and the rights and duties of the parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of Law. To the extent enforceable at such time, each party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this agreement.
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38 (b) The Parties agree that any suit, action or other legal proceeding by or against any Party with respect to or arising out of this Agreement shall be brought in the federal or state courts of the State of California sitting in the County of San Diego.

17.2 Dispute Resolution. In the event of any dispute arising under this Agreement, within ten (10) days following the receipt of a Notice from either Party identifying such dispute, the Parties shall meet, negotiate and attempt, in good faith, to resolve the dispute quickly, informally and inexpensively. If the Parties are unable to resolve a dispute arising hereunder within the earlier of either thirty (30) days of initiating such discussions, or within forty (40) days after Notice of the dispute, the Parties shall submit the dispute to mediation prior to seeking any and all remedies available to them at Law in or equity. The Parties will cooperate in selecting a qualified neutral mediator selected from a panel of neutrals and in scheduling the time and place of the mediation as soon as reasonably possible, but in no event later than thirty (30) days after the request for mediation is made. The Parties agree to participate in the mediation in good faith and to share the costs of the mediation, including the mediator’s fee, equally, but such shared costs shall not include each Party’s own attorneys’ fees and costs, which shall be borne solely by such Party. If the mediation is unsuccessful, then either Party may seek any and all remedies available to it at law or in equity, subject to the limitations set forth in this Agreement.

17.3 Attorneys’ Fees. In any proceeding brought to enforce this Agreement or because of the breach by any Party of any covenant or condition herein contained, the prevailing Party shall be entitled to reasonable attorneys’ fees (including reasonably allocated fees of in-house counsel) in addition to court costs and any and all other costs recoverable in said action.

ARTICLE 18

INDEMNIFICATION

18.1 Indemnification.
(a) Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party and its Affiliates, directors, officers, attorneys, employees, representatives, and agents (collectively, the “Indemnified Party”) from and against all third-party claims, demands, losses, liabilities, penalties, and expenses (including reasonable attorneys’ fees and expert fees), howsoever described (collectively, “Indemnifiable Losses”), (i) for personal injury or death to Persons and damage to the property of any third party to the extent arising out of, resulting from, or caused by gross negligence, willful misconduct, or breach of this Agreement by the Indemnifying Party.
(b) Seller shall indemnify, defend, and hold harmless Buyer’s Indemnified Parties from and against any Environmental Costs to the extent arising out of or resulting from: (i) Seller’s violation of applicable Laws in connection with the design, installation, operation, maintenance, removal, storage, transportation or disposal of any System; or (ii) the release, discharge, emission, spill or disposal of Hazardous Substances first introduced to a Site by Seller or Seller’s contractors or subcontractors (together, “Seller Related Parties”) during the Contract Term, in each case except to the extent caused by the negligence or willful misconduct of any Buyer Indemnified Party. Seller shall have no indemnity obligation under this Section 18.1(b) with respect to: (A) any Pre-Existing Conditions at a Site or Hazardous Substances migrating onto a 36096164.3
39 Site from offsite sources outside of the control of the Seller Related Parties; (B) acts or omissions of Buyer or its contractors (other than Seller Related Parties), including Buyer-directed operation inconsistent with the Operating Restrictions or Manufacturer’s instructions; (C) releases caused by the applicable Utility, interconnecting utility facilities; or (D) storage, transportation or disposal activities not arranged by or under the direction and control of Seller Related Parties. “Pre-Existing
Conditions” means the presence of Hazardous Substances or environmental conditions at a Site that existed prior to the commencement of any Seller Related Party’s work on such Site, including any contamination, release, discharge, emission, spill, or disposal of Hazardous Substances not caused by any Seller Related Parties.
(c) Nothing in this Section 18.1 shall enlarge or relieve Seller or Buyer of any liability to the other for any breach of this Agreement. Neither Party shall be indemnified for its damages resulting from its sole negligence, intentional acts, or willful misconduct. These indemnity provisions shall not be construed to relieve any insurer of its obligations to pay claims consistent with the provisions of a valid insurance policy.

18.2 Claims. Promptly after receipt by a Party of any claim or Notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in this Article 18 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party, provided, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. Except as otherwise provided in this Article 18, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 18, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s damages net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party to obtain such insurance proceeds.
36096164.3
40 ARTICLE 19

INSURANCE

36096164.3
41 ARTICLE 20

CONFIDENTIAL INFORMATION

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

20.2 Duty to Maintain Confidentiality.
(a) The Party receiving Confidential Information (the “Receiving Party”) from the disclosing Party (the “Disclosing Party”) shall not disclose Confidential Information to a third party (other than the Receiving Party’s members, employees, lenders or investors, counsel, accountants, directors or advisors, or any such representatives of a Party’s Affiliates, who have a need to know such information and have agreed to keep such terms confidential) except in order to (a) comply with any applicable Law, regulation, any exchange, control area or independent system operator rule, an order of a court; or regulatory requirement applicable to the Receiving Party, or (b) in order to enforce this Agreement; provided, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this 36096164.3
42 confidentiality obligation. The Parties agree and acknowledge that nothing in this Section 20.2 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.
(b) The Parties acknowledge and agree that the Agreement and any transactions entered into in connection herewith are subject to the requirements of the California Public Records Act (California Government Code Section 7920 et seq.). In order to designate information as confidential, the Disclosing Party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.” The Parties agree not to over-designate material as Confidential Information. Over-designation includes stamping whole agreements, entire pages or series of pages as “Confidential” that clearly contain information that is not Confidential Information.

20.3 Requested Confidential Information. Upon request or demand of any third person or entity not a Party hereto to Buyer pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information”), Buyer shall promptly notify Seller in writing via email that such request has been made. Seller shall be responsible for taking whatever legal steps are necessary to prevent release of the requested Confidential Information to the third party of Buyer. If Seller takes no such action after receiving the foregoing notice from Buyer, Buyer shall, at its discretion, be permitted to comply with the third party’s request or demand and is not required to defend against it. If Seller does take or attempt to take such action, Buyer shall provide timely and reasonable cooperation to Seller, if requested by Seller, and Seller agrees to indemnify and hold harmless Buyer, its officers, employees and agents (“Buyer’s Indemnified Parties”), from any claims, liability, award of attorneys’ fees, or damages, and to defend any action, claim or lawsuit brought against any of Buyer’s Indemnified Parties for Buyer’s refusal to disclose any Requested Confidential Information.

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

20.5 Further Permitted Disclosure. Notwithstanding anything to the contrary in this Article 20, Confidential Information may be disclosed by the Receiving Party to any of its agents, consultants, contractors, trustees, or actual or potential financing parties (including, in the case of Seller, its Lender(s)), so long as such Person to whom Confidential Information is disclosed agrees in writing to be bound by confidentiality provisions that are no less stringent than those in this Article 20 to the same extent as if it were a Party. Seller shall provide written notice to Buyer of 36096164.3
43 any disclosure of Confidential Information pursuant to this Section 20.5, including the identity of the party receiving such Confidential Information.

20.6 Press Releases. Neither Party shall issue (or cause its Affiliates to issue) a press release regarding the transactions contemplated by this Agreement unless both Parties have agreed upon the contents of any such press release. A Party’s consent shall not be unreasonably withheld, conditioned or delayed.

ARTICLE 21

MISCELLANEOUS

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

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

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

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

21.5 Severability. In the event that any provision of this Agreement is unenforceable or held to be unenforceable, the Parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. The Parties shall, however, use their best endeavors to agree on the replacement of the void, illegal or unenforceable provision(s) with legally acceptable clauses which correspond as closely as possible to the sense and purpose of the affected provision and this Agreement as a whole.
36096164.3
44 21.6 Mobile-Sierra. Notwithstanding any other provision of this Agreement, neither Party shall seek, nor shall they support any third party seeking, to prospectively or retroactively revise the rates, terms or conditions of service of this Agreement through application or complaint to FERC pursuant to the provisions of Section 205, 206 or 306 of the Federal Power Act, or any other provisions of the Federal Power Act, absent prior written agreement of the Parties. Further, absent the prior written agreement in writing by both Parties, the standard of review for changes to the rates, terms or conditions of service of this Agreement proposed by a Party shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956). Changes proposed by a non-Party or FERC acting sua sponte shall be subject to the most stringent standard permissible under Law.

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

21.8 Electronic Delivery. This Agreement may be duly executed and delivered by a Party by electronic format (including portable document format (.pdf)). Delivery of an executed counterpart in .pdf electronic version shall be binding as if delivered in the original. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based record keeping system, as the case may be, to the extent and as provided for in any applicable law.

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

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

21.11 Forward Contract. The Parties acknowledge and agree that this Agreement constitutes a “forward contract” within the meaning of the U.S. Bankruptcy Code, and Buyer and Seller are “forward contract merchants” within the meaning of the U.S. Bankruptcy Code. Each Party further agrees that, for all purposes of this Agreement, each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. § 366 in any Bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort to the extent such term relates to 11 U.S.C. §366 or another provision of 11 U.S.C. § 101-1532.

21.12 Further Assurances. Each of the Parties hereto agrees to provide such information, execute and deliver any instruments and documents and to take such other actions as 36096164.3
45 may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumption of obligations other than those provided for in this Agreement, to give full effect to this Agreement and to carry out the intent of this Agreement.

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

15. Notwithstanding the foregoing, (i) a change in cost shall not in and of itself be deemed to render this Agreement or any of the provisions hereof incapable of being performed or administered, and (ii) all of the unaffected provisions of this Agreement shall remain in full force and effect during any period of such negotiation or dispute resolution. [remainder of this page intentionally left blank]
36096164.3
46 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

SELLER BUYER
Luminia BTM DevCo 1 LLC Clean Energy Alliance, a California joint powers authority
By: By:

Name: Name:

Title: Title:
36096164.3
4145-1971-1323.1 A-1

EXHIBIT A

SYSTEM ADDENDUM
Date: [_____________]
This System Addendum forms a part of the Commercial Behind-the-Meter Distributed Energy Program Master Energy Storage Service Agreement (the “Agreement”) between Clean Energy Alliance, a California joint powers authority (“Buyer”), and Luminia BTM DevCo 1 LLC (“Seller”), dated [Effective Date]. Upon execution by both Parties, the energy storage system described below shall be included as a “System” subject to the Agreement.

System Name or ID:

System Site Address or Location:

Meter Owner Utility Meter Account Number:

System Nameplate Capacity (kWAC):

System Nameplate Energy (kWh):

Estimated Commercial Operation Date:

Monthly System Rate:

Monthly System Charge:

System Remaining Energy Curve:

Operating Restrictions (if any):
“System Delivery Term” means the period of [_____] Contract Years beginning on the Commercial Operation Date and ending on the [____] anniversary of the applicable Commercial Operation Date, unless this System Addendum is terminated earlier or extended in accordance with the terms and conditions of the Agreement. In the event of an extension of the applicable Site Lease for the property on which the System is installed beyond [___] years, the System Delivery Term shall be extended to be co-terminus with such Site Lease, as extended.

IN WITNESS WHEREOF, the Parties have executed this System Addendum as of the date first written above.

SELLER:
[______________ LLC]
By: ____________________________
Name:

Title:

BUYER:

Clean Energy Alliance
By: ____________________________
Name:

Title:

36096164.3
4145-1971-1323.1 B-2
Luminia BTM DevCo 1 LLC
(“Seller”)

CLEAN ENERGY ALLIANCE
(“Buyer”)
Emergency Contact:

Attn:

Emergency Contact:

Attn:
36096164.3
4145-1971-1323.1 B-1

EXHIBIT C

36096164.3
4145-1971-1323.1 B-2

35596281.7
Form 1: Solar Plus Business Rate Commitment

SOLAR PLUS BUSINESS RATE COMMITMENT
This Solar Plus Business Rate Commitment (“Commitment”) is entered into by and between the undersigned Property Owner and the Clean Energy Alliance (“CEA”), in connection with the installation and operation of a [solar and energy storage system / energy storage system] (the “System”) by Luminia LLC (“Luminia”), and shall be effective as of the date this Commitment is signed by the parties below.

1. Background. Luminia and the Property Owner (or its predecessor in interest) have entered into a lease (the “Site Lease”) granting Luminia the right to install, operate, and maintain the System at the following address: ____________________________________________________________ (the “Property”). The Site Lease has an initial term of twenty-five (25) years, with up to two (2) renewal terms of five (5) years each, exercisable in accordance with the Site Lease. The System installed is designed to [generate and store renewable energy / store energy] for the purpose of offsetting electric consumption and reducing the electricity costs associated with the electric meter bearing the following number (the “Meter”):_______________. CEA has entered into a master power purchase agreement with Luminia to purchase power generated by the System and sell it to the Meter account holder at the Property (the “Meter Account Holder”). The Property Owner is the Meter Account Holder while occupying the Property and holding the Meter account, and any tenant becomes the Meter Account Holder during their occupancy and Meter account ownership. For clarity, the terms of this Commitment that are applicable to the Meter Account Holder apply at all times during the Site Lease term (including any renewal terms) during which the Property Owner is the Meter Account Holder.

2. Rate Commitment.

The Meter Account Holder, agrees to:
(a)
i. Enroll the Meter in CEA’s Solar Plus Business Rate (or any successor or substantially similar Energy Storage Program rate) (the “Solar Rate”) once the System achieves commercial operation; ii. Remain continuously enrolled under the Solar Rate for the shorter of (i) the period during which the undersigned is the Meter Account Holder, or (ii) the term of the Site Lease, including any extensions; and
iii. Cooperate with Luminia and CEA to complete any documentation necessary to confirm or maintain Solar Rate enrollment.

3. Initial Rate and Adjustments. The initial Solar Rate below reflects the rate proposed as of [_____date_____] based on the initial System design and installation scope. The final Solar Rate may be adjusted prior to the start of construction or interconnection due to a variety of reasons including changes in System design, size or equipment costs, and permitting or interconnection requirements. Upon such adjustment, Meter Account Holder will be notified in writing, of the final applicable Solar Rate prior to System operation. The initial Solar Rate will be subject to an annual increase in the amount of the percentage listed below under Annual Escalator.

Initial Solar Rate: ____________________________ Annual Escalator: 1% Attachment F
35596281.7
Form 1: Solar Plus Business Rate Commitment

4. Grid Services; System Attributes. The Meter Account Holder acknowledges and agrees that Luminia, as the System owner, may without additional consent enroll the Meter or System in one or more virtual power plant, grid service, or other similar programs (collectively, “Grid Services”) that may not directly benefit the Meter Account Holder. The Meter Account Holder may not enroll, authorize, or permit the Meter or System to participate in any Grid Services or similar program without the prior written consent of CEA. The Meter Account Holder acknowledges that Luminia exclusively owns any and all tax attributes, tax credits, renewable energy credits, green tags, and any other attributes of ownership of the System, and the Meter Account Holder further agrees not to assert any ownership or rights in any of the foregoing attributes.

5. Successors and Assigns. This Commitment is binding upon the undersigned and their successors, assigns, or transferees. In the event of a change in Property ownership, tenancy, or Meter Account Holder, the Property Owner shall ensure that the applicable successor executes a Solar Plus Business Rate Commitment (in the case of a change in Property ownership) or a Solar Business Rate Continuation Acknowledgment (for changes in tenancy or other change in Meter Account Holder) prior to such transfer or change.

6. Duration and Cooperation. This Commitment shall remain in effect from the date of execution through the end of the Site Lease term, including renewals. Property Owner agrees to provide any cooperation reasonably required by Luminia, CEA, or SDG&E to maintain the Meter’s eligibility for the Solar Rate, facilitate meter transitions, and verify enrollment.

7. Notices.

Notices under this Commitment shall be in writing and delivered to the parties at their addresses provided below or as updated in writing.

Property Owner:

Company:

Atten:

Address 1:

Address 2:

City, State, Zip:

CEA:

Company:

Atten:

Address 1:

Address 2:

City, State, Zip:

8. Miscellaneous.
(a) Conflict of Terms. This Commitment is intended to supplement, and shall be interpreted consistently with, the Site Lease. Nothing in this Commitment shall be deemed to amend, modify, or supersede the terms of the Site Lease. In the event of any conflict between this Commitment and the Site Lease, the terms of the Site Lease shall govern.
(b) Counterparts. This Commitment may be executed electronically and in any number of counterparts, which together shall constitute one and the same agreement. A true and correct electronic copy of this Commitment may be used for all purposes as an original. (c) Governing Law. This Commitment shall be interpreted under, and enforced by the laws of the State of California. The Commitment and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Commitment (or the successors of those authorities).
35596281.7
Form 1: Solar Plus Business Rate Commitment
(d) Entire Agreement; Amendments; Waivers. This Commitment constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to such subject matter, except as expressly provided in the Site Lease. No amendment or modification of this Commitment shall be binding unless in writing and signed by both parties. No waiver by any party of any provision of this Commitment shall be effective unless explicitly set forth in writing and signed by the waiving party.
(e) Severability. In the event that any part of this Commitment is found to be illegal or unenforceable under the law as it is now or hereafter in effect, either party will be excused from performance of such portion or portions of this Commitment that is found to be illegal or unenforceable without affecting the remaining provisions of this Commitment.
(f) Signatory Authority. The individual(s) executing this Commitment represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.

Property Owner:

Signature: ___________________________
Name:

Title:

Date:

CEA:

Signature:

Name:

Title:

Date:

Form 2: Solar Plus Business Rate Continuation Acknowledgment

SOLAR PLUS BUSINESS RATE CONTINUATION ACKNOWLEDGMENT
This Solar Plus Business Rate Continuation Acknowledgment (“Acknowledgment”) is entered into by and between the undersigned current or prospective tenant (“Tenant”), and the Clean Energy Alliance (“CEA”), for the property located at: _____________________________________ (the “Property”), and shall be effective as of the date this Acknowledgment is signed by the parties below. The Property is subject to a Site Lease between [Property Owner Name] (“Property Owner”) and Luminia LLC (“Luminia”), granting Luminia the right to install and operate a [solar and/or energy storage system] (the “System”) under the CEA Commercial Solar Plus and Energy Storage Program.

1. Rate Continuation. Tenant acknowledges and agrees that:
(a) The electric meter serving the Tenant’s portion of the Property, Meter #______________ (the “Meter”), must remain continuously enrolled under CEA’s Solar Plus Business Rate (or any successor or modified program rate) for the full duration of the Site Lease; (b) Maintaining the Solar Plus Business Rate is a condition of occupancy and of the continued operation of the System;
(c) Tenant will realize benefits from the System and the power generated thereby prices at the Solar Rate; and
(d) Any change in Tenant shall not result in unenrollment from the Solar Plus Business Rate.

2. Grid Services. Tenant acknowledges and agrees that Luminia, as the System owner, may without additional consent enroll the Meter or System in one or more virtual power plant, grid service, or other similar programs (collectively, “Grid Services”) that may not directly benefit Tenant. Tenant may not enroll, authorize, or permit the Meter or System to participate in any Grid Services or similar program without the prior written consent of CEA. Tenant acknowledges that Luminia exclusively owns any and all tax attributes, tax credits, renewable energy credits, green tags, and any other attributes of ownership of the System, and Tenant further agrees not to assert any ownership or rights in any of the foregoing attributes.

3. Cooperation. Tenant shall cooperate with Property Owner, Luminia, CEA, and SDG&E to maintain eligibility for the Solar Plus Business Rate; and to facilitate any required meter or account updates. Tenant shall cooperate with Luminia, CEA and SDG&E to execute any successor forms required to confirm enrollment in the applicable program rate.

4. Duration and Binding Effect. This Acknowledgment remains effective so long as Tenant is the responsible party for the Meter. It is binding upon the Tenant’s assigns and permitted transferees. If Tenant subleases any portion of the Property and the subtenant becomes the responsible party for the Meter , Tenant shall require such subtenant to execute a Solar Plus Business Rate Continuation Acknowledgment substantially similar to this Acknowledgment.

5. Miscellaneous.

Attachment G
Form 2: Solar Plus Business Rate Continuation Acknowledgment (a) Counterparts. This Acknowledgment may be executed electronically and in any number of counterparts, which together shall constitute one and the same agreement. A true and correct electronic copy of this Acknowledgment may be used for all purposes as an original. (b) Governing Law. This Acknowledgment shall be interpreted under, and enforced by the laws of the State of California. The Acknowledgment and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Acknowledgment (or the successors of those authorities).
(c) Entire Agreement; Amendments; Waivers. This Acknowledgment constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to such subject matter. No amendment or modification of this Acknowledgment shall be binding unless in writing and signed by both parties. No waiver by any party of any provision of this Acknowledgment shall be effective unless explicitly set forth in writing and signed by the waiving party. (d) Severability. In the event that any part of this Acknowledgment is found to be illegal or unenforceable under the law as it is now or hereafter in effect, either party will be excused from performance of such portion or portions of this Acknowledgment that is found to be illegal or unenforceable without affecting the remaining provisions of this Acknowledgment. (e) Signatory Authority. The individual(s) executing this Acknowledgment represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.

Tenant:

Signature: ___________________________
Name:

Title:

Date:

CEA:

Signature:

Name:

Title:

Date:

Staff Report
DATE: November 20, 2025
TO: Clean Energy Alliance Board of Directors
FROM: Gregory Wade, Chief Executive Officer
ITEM 5: Consider Adopting Resolution No. 2025-045 Amending Clean Energy Alliance Rate Schedule to Update the Wholesale Market Access Tariff Rate Effective January 1, 2026 RECOMMENDATION:
1) Conduct the Public Hearing: Open the Public Hearing, Receive Public Testimony, close the Public Hearing.
2) Approve Resolution No. 2025-045 Amending Clean Energy Alliance Rate Schedule to update the Wholesale Market Access Tariff Rate Effective January 1, 2026.

BACKGROUND AND DISCUSSION:

At its October 26, 2023 regular Board meeting, the Clean Energy Alliance (CEA) Board approved the Wholesale Market Access Tariff (WMAT) Program and Terms and Conditions. The WMAT Terms and Conditions established the methodology for calculating the WMAT rate, and specified the rate would be adopted at a scheduled public hearing.

At its July 31, 2025 regular Board Meeting, the Board adopted Resolution No. 2025-035 that amended the WMAT rate to $0.11350 per kWh effective August 1, 2025. The action before the Board for consideration is to set the rate for the 2026 calendar year, sufficient to cover the power supply and administrative expenses of the WMAT portfolio. Based on current assumptions for those expenses, staff is recommending updating the WMAT rate to $0.11759.

Per CEA’s policy, notice of the public hearing was published in the San Diego Union Tribune on Friday November 7 and November 14, 2025.

FISCAL IMPACT
The WMAT Rate as proposed provides sufficient revenue to cover costs as currently estimated and to fund the proportionate share of CEA administration and reserves.

November 20, 2025
WMAT Rate Schedule