19.7 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.
19.8 Electronic Delivery. This Agreement may be duly executed and delivered by a Party by execution and electronic format (including portable document format (.pdf)) delivery of the signature page of a counterpart to the other Party, and, if delivery is made by electronic format, the executing Party shall promptly deliver, via overnight delivery, a complete original counterpart that it has executed to the other Party, but this Agreement shall be binding on and enforceable against the executing Party whether or not it delivers such original counterpart.
19.9 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
19.10 No Recourse. Buyer is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to its Joint Powers Agreement and is a public entity separate from its constituent members. Buyer shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Seller shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Buyer’s constituent members, or the employees, directors, officers, consultants or advisors of Buyer or its constituent members, in connection with this Agreement.
19.11 Change in Electric Market Design. If a change in Law 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, or constitute, or form the basis of, a Force Majeure Event, and (ii) all of unaffected provisions of this Agreement shall remain in full force and effect during any period of such negotiation or dispute resolution.
19.12 Forward Contract. The Parties intend that this Agreement constitute a “forward contract” within the meaning of the U.S. Bankruptcy Code, and that Buyer and Seller are deemed “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 AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) 49 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.
19.13 Further Assurances. Each of the Parties hereto agree to provide such information, execute and deliver any instruments and documents and to take such other actions as 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 assumptions 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.
[Signatures on following page]
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.
CES ELECTRON FARM ONE, LLC
By:
Name:
Title:
MARIN CLEAN ENERGY, a California
joint powers authority
By:
Name:
Title:
By:
Name:
Title:
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit A - 1
EXHIBIT A
FACILITY DESCRIPTION
Site Name: Conflitti
Site includes all or some of the following APNs:
County: Fresno County, California
Type of Generating Facility: Solar photovoltaic
Guaranteed Capacity: 0.24 MW
Maximum Output: 0.24 MW
Delivery Point: Interconnection Point
Interconnection Point: Panoche 1102 distribution line, Panoche Substation Bank 3. 36.628, - 120.568
Participating Transmission Owner: Pacific Gas and Electric Company (PG&E) (or any successor entity)
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit B - 1
EXHIBIT B
FACILITY CONSTRUCTION AND COMMERCIAL OPERATION
1. Construction of the Facility.
a. “Construction Start” will occur upon satisfaction of the following: (i) Seller has acquired the applicable regulatory authorizations, approvals and permits required for the commencement of construction of the Facility, (ii) Seller has engaged all contractors and ordered all essential equipment and supplies as, in each case, can reasonably be considered necessary so that physical construction of the Facility may begin and proceed to completion without foreseeable interruption of material duration, and (iii) Seller has executed an engineering, procurement, and construction contract and issued thereunder a notice to proceed that authorizes the contractor to mobilize to Site and begin physical construction of the Facility (such authorization to include, at a minimum, excavation for foundations or the installation or erection of improvements) at the Site. The date of Construction Start will be evidenced by and subject to Seller’s delivery to Buyer of a certificate substantially in the form attached as Exhibit J hereto, and the date certified therein shall be the “Construction Start Date.” Seller shall cause Construction Start to occur no later than the Guaranteed Construction Start Date. b. If Construction Start is not achieved by the Guaranteed Construction Start Date, Seller shall pay Construction Delay Damages to Buyer on account of such delay.
Construction Delay Damages shall be payable for each day for which Construction Start has not begun by the Guaranteed Construction Start Date. Construction Delay Damages shall be payable to Buyer by Seller until Seller reaches Construction Start of the Facility. On or before the tenth (10th) day of each month, Buyer shall invoice Seller for Construction Delay Damages, if any, accrued during the prior month and, within ten (10) Business Days following Seller’s receipt of such invoice, Seller shall pay Buyer the amount of the Construction Delay Damages set forth in such invoice. Construction Delay Damages shall be refundable to Seller pursuant to Section 2(b) of this Exhibit B. The Parties agree that Buyer’s receipt of Construction Delay Damages shall (x) not be construed as Buyer’s declaration that an Event of Default has occurred under any provision of Section 11.1 and (y) not limit Buyer’s right to receive a Damage Payment, upon exercise of Buyer’s default right pursuant to Section 11.2.
2. Commercial Operation of the Facility. “Commercial Operation” means the condition existing when Seller has fulfilled all of the conditions precedent in Section 2.2 of the Agreement and provided Notice to Buyer substantially in the form of Exhibit H (the “COD Certificate”) (ii) Seller has notified Buyer in writing that it has provided the required documentation to Buyer and met the conditions for achieving Commercial Operation, and (iii) Buyer has acknowledged to Seller in writing that Buyer agrees that Commercial Operation has been achieved. The “Commercial Operation Date” shall be the date on which Commercial Operation is achieved.
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit B - 2
a. Seller shall use commercially reasonable efforts to cause Commercial Operation for the Facility to occur by the Guaranteed Commercial Operation Date. Seller shall notify Buyer that it intends to achieve Commercial Operation at least sixty (60) days before the anticipated Commercial Operation Date. b. If Seller achieves Commercial Operation for the Facility by the Guaranteed Commercial Operation Date, all Construction Delay Damages paid by Seller shall be refunded to Seller. Seller shall include the request for refund of the Construction Delay Damages with the first invoice to Buyer after Commercial Operation. c. If Seller does not achieve Commercial Operation by the Guaranteed Commercial Operation Date, Seller shall pay COD Delay Damages to Buyer for each day the Facility has not been completed and is not ready to produce and deliver Energy generated by the Facility to Buyer as of the Guaranteed Commercial Operation Date. COD Delay Damages shall be paid for each day of delay and shall be paid to Buyer in advance on a monthly basis. A prorated amount will be returned to Seller if COD is achieved during the month for which COD Delay Damages were paid in advance. The Parties agree that Buyer’s receipt of COD Delay Damages shall (x) not be construed as Buyer’s declaration that an Event of Default has occurred under any provision of Section 11.1 and (y) not limit Buyer’s right to receive a Damage Payment upon exercise of Buyer’s remedies pursuant to Section
11.2. 3. Termination for Failure to Achieve Commercial Operation. If the Facility has not achieved Commercial Operation within days after the Guaranteed Commercial Operation Date, as it may be extended as provided herein, Buyer may elect to terminate this Agreement in accordance with Sections 11.1(b)(ii) and 11.2.
4. Extension of the Guaranteed Dates. The Guaranteed Construction Start Date and the Guaranteed Commercial Operation Date shall both, subject to notice and documentation requirements set forth below, be automatically extended on a day-for-day basis (the “Development Cure Period”) for the duration of any and all delays arising out of the following circumstances:
a. a Force Majeure Event occurs; or
b. the Interconnection Facilities or Network Upgrades are not complete and ready for the Facility to connect and sell Product at the Delivery Point by the Guaranteed Commercial Operation Date, despite the exercise of due diligence by Seller. c.
d.
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) -
Exhibit B - 3
Notwithstanding anything in this Agreement to the contrary, the cumulative extensions granted under the Development Cure Period above shall not exceed days, for any reason, including a Force Majeure Event, no extension shall be given if (i) the delay was the result of Seller’s failure to take all commercially reasonable actions to meet its requirements and deadlines, (ii) Seller failed to provide requested documentation as provided below, (iii) Seller failed to provide written notice of a Force Majeure Event to Buyer as required under the Agreement, or (iv) for delays that are not claimed as a Force Majeure Event, Seller failed to provide written notice as required in the next sentence. For delays that are not claimed as a Force Majeure Event, Seller shall provide prompt written notice to Buyer of a delay, but in no case more than thirty (30) days after Seller became aware of such delay, except that in the case of a delay occurring within sixty (60) days of the Expected Commercial Operation Date, or after such date, Seller must provide written notice within five (5) Business Days of Seller becoming aware of such delay. Upon request from Buyer, Seller shall provide documentation demonstrating to Buyer’s reasonable satisfaction that and delays described above, including from Force Majeure Events, did not result from Seller’s actions or failure to take commercially reasonable actions.
5. Failure to Reach Guaranteed Capacity. If, at Commercial Operation, the Installed Capacity is less than one hundred percent (100%) of the Guaranteed Capacity, Seller shall have days after the Commercial Operation Date to install additional capacity or Network Upgrades such that the Installed Capacity is equal to (but not greater than) the Guaranteed Capacity, and Seller shall provide to Buyer a new certificate substantially in the form attached as Exhibit I hereto specifying the new Installed Capacity. If Seller fails to construct the Guaranteed Capacity by such date, Seller shall pay “Capacity Damages” to Buyer, in an amount equal to for each kW that the
Guaranteed Capacity exceeds the Installed Capacity, and the Guaranteed Capacity and other applicable portions of the Agreement shall be adjusted accordingly.
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) -
-
Exhibit C - 1
EXHIBIT C
COMPENSATION
Buyer shall compensate Seller for the Product in accordance with this Exhibit C. (a) Facility Energy. Buyer shall pay Seller the Contract Price for each MWh of Product, as measured by the amount of Facility Energy and Deemed Delivered Energy, if any, up to of the Expected Energy for each Contract Year.
(b) Annual Excess Energy. If, at any point in any Contract Year, the amount of Facility Energy plus the amount of Deemed Delivered Energy exceeds of the Expected Energy for such Contract Year, the price to be paid for additional Facility Energy or Deemed Delivered Energy shall be equal to
(c) Excess Settlement Interval Deliveries. If during any applicable measurement period, Seller delivers Product amounts, as measured by the amount of Facility Energy, in excess of the product of the Guaranteed Capacity and the duration of such measurement period, expressed in hours (“Excess MWh”), then the price applicable to all such excess MWh in such measurement period shall be Zero Dollars ($0).
(d) Tax Credits. The Parties agree that the Contract Price is not subject to adjustment or amendment if Seller fails to receive any Tax Credits, or if any Tax Credits expire, are repealed or otherwise cease to apply to Seller or the Facility in whole or in part, or Seller or its investors are unable to benefit from any Tax Credits. Except as otherwise provided herein, Seller shall bear all risks, financial and otherwise, throughout the Contract Term, associated with Seller’s or the Facility’s eligibility to receive Tax Credits or to qualify for accelerated depreciation for Seller’s accounting, reporting or Tax purposes. The obligations of the Parties hereunder, including those obligations set forth herein regarding the purchase and price for and Seller’s obligation to deliver Facility Energy and Product, shall be effective regardless of whether the sale of Facility Energy is eligible for, or receives Tax Credits during the Contract Term.
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit D - 1
EXHIBIT D
RESERVED
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit E - 1
EXHIBIT E
FORM OF PROGRESS REPORT
Each Progress Report must include the following items:
1. Executive Summary.
2. Facility description.
3. Site plan of the Facility.
4. Description of any material planned changes to the Facility or the site.
5. Gantt chart schedule showing progress on achieving each of the Milestones.
6. Summary of activities during the previous calendar quarter or month, as applicable, including OSHA labor hour reports.
7. Forecast of activities scheduled for the current calendar quarter.
8. List of issues that are likely to potentially affect Seller’s Milestones.
9. Seller’s monthly report shall (a) describe the progress towards meeting the Milestones, including whether Seller has met or is on target to meet the Milestones; (b) identifies any missed Milestones, including the cause of the delay; and (c) provides a detailed description of Seller’s corrective actions to achieve the missed Milestones and all subsequent Milestones by the Guaranteed Commercial Operation Date.
10. A status report of start-up activities including a forecast of activities ongoing and after start-up, a report on Facility performance including performance projections for the next twelve (12) months
11. Prevailing wage reports as required by Law.
12. Progress and schedule of all major agreements, contracts, permits, approvals, technical studies, financing agreements and major equipment purchase orders showing the start dates, completion dates, and completion percentages.
13. Pictures, in sufficient quantity and of appropriate detail, in order to document construction and startup progress of the Facility, the interconnection into the Transmission System and all other interconnection utility services.
14. Supplier Diversity Reporting. Format to be provided by Buyer.
15. Any other documentation reasonably requested by Buyer.
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit F - 1
EXHIBIT F
FORM OF AVERAGE EXPECTED ENERGY REPORT
Average Expected Energy (in MWh)
1:00 2:00 3:00 4:00 5:00 6:00 7:00 8:00 9:00 10:00 11:00 12:00 13:00 14:00 15:00 16:00 17:00 18:00 19:00 20:00 21:00 22:00 23:00 24:00 JAN
FEB
MAR
APR
MAY
JUN
JUL
AUG
SEP
OCT
NOV
DEC
The foregoing table is provided for informational purposes only, and it shall not constitute, or be deemed to constitute, an obligation of any of the Parties to this Agreement.
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit G - 1
EXHIBIT G
GUARANTEED ENERGY PRODUCTION DAMAGES CALCULATION
In accordance with Section 4.8, if Seller fails to achieve the Guaranteed Energy Production during any Performance Measurement Period, a liquidated damages payment shall be due from Seller to Buyer, calculated as follows:
[(A – B) * (C – D)]
where:
A = the Guaranteed Energy Production amount for the Performance Measurement Period, in MWh
B = the Adjusted Energy Production amount for the Performance Measurement Period, in MWh
C = Replacement price for the Performance Measurement Period, in $/MWh, which is the sum of (a) the simple average of the Integrated Forward Market (as defined in the CAISO Tariff) hourly price for all the hours in the Performance Measurement Period, as published by the CAISO, for the Existing Zone Generation Trading Hub (as defined in the CAISO Tariff) for NP-15, plus (b) the market value of Replacement Green Attributes, both as reasonably determined by Buyer.
D = Contract Price, in $/MWh
“Replacement Green Attributes” means Portfolio Content Category 1 Renewable Energy Credits of the same timeframe for retirement as the Renewable Energy Credits that would have been generated by the Facility during the Performance Measurement Period for which the Replacement Green Attributes are being provided.
No payment shall be due if the calculation of (A - B) or (C - D) yields a negative number.
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit H - 1
EXHIBIT H
FORM OF COMMERCIAL OPERATION DATE CERTIFICATE
This certification (“Certification”) of Commercial Operation is delivered by [licensed professional engineer] (“Engineer”) to Marin Clean Energy, a California joint powers authority (“Buyer”) in accordance with the terms of that certain Renewable Power Purchase Agreement dated ___________ (“Agreement”) by and between CES Electron Farm One, LLC and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.
As of [Date], Engineer hereby certifies and represents to Buyer the following:
1. The Facility is fully operational, reliable and interconnected, fully integrated and synchronized with the Participating Transmission Owner.
2. Seller has installed equipment for the Facility with a nameplate capacity of no less than ninety-five percent (95%) of the Guaranteed Capacity.
3. Seller has commissioned all equipment in accordance with its respective manufacturer’s specifications.
4. A performance test for the Facility demonstrated peak electrical output of __ MW AC at the Delivery Point, as adjusted for ambient conditions on the date of the performance test (“Installed Capacity”).
5. The Installed Capacity is not less than ninety-five (95%) of the Guaranteed Capacity.
6. Authorization to parallel the Facility was obtained by the Participating Transmission Owner on [Date].
7. The Participating Transmission Owner has provided documentation supporting full unrestricted release for Commercial Operation by the Participating Transmission Owner on [Date].
EXECUTED by [LICENSED PROFESSIONAL ENGINEER]
this ________ day of _____________, 20__.
[LICENSED PROFESSIONAL ENGINEER]
Sign:
Print:
Title:
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit I - 1
EXHIBIT I
FORM OF INSTALLED CAPACITY CERTIFICATE
This certification (“Certification”) of Installed Capacity is delivered by [licensed professional engineer] (“Engineer”) to Marin Clean Energy, a California joint powers authority (“Buyer”) in accordance with the terms of that certain Renewable Power Purchase Agreement dated ___________ (“Agreement”) by and between CES Electron Farm One, LLC and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.
I hereby certify the performance test for the Facility demonstrated peak electrical output of __ MW AC at the Delivery Point, as adjusted for ambient conditions on the date of the performance test (“Installed Capacity”).
EXECUTED by [LICENSED PROFESSIONAL ENGINEER]
this ________ day of _____________, 20__.
[LICENSED PROFESSIONAL ENGINEER]
Sign:
Print:
Title:
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit J - 1
EXHIBIT J
FORM OF CONSTRUCTION START DATE CERTIFICATE
This certification of Construction Start Date (“Certification”) is delivered by CES Electron Farm One, LLC (“Seller”) to Marin Clean Energy, a California joint powers authority (“Buyer”) in accordance with the terms of that certain Renewable Power Purchase Agreement dated __________ (“Agreement”) by and between Seller and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.
Seller hereby certifies and represents to Buyer the following:
1. Construction Start (as defined in Exhibit B of the Agreement) has occurred, and a copy of the notice to proceed that Seller issued to its contractor as part of Construction Start is attached hereto;
2. the Construction Start Date occurred on _____________ (the “Construction Start Date”); and
3. the precise Site on which the Facility is located is, which must be within the boundaries of the previously identified Site: _________________________________________.
IN WITNESS WHEREOF, the undersigned has executed this Certification on behalf of Seller as of the ___ day of ________.
CES ELECTRON FARM ONE, LLC
Sign:
Print:
Title:
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit K - 1
EXHIBIT K
FORM OF LETTER OF CREDIT
[Issuing Bank Letterhead and Address]
IRREVOCABLE STANDBY LETTER OF CREDIT NO. [XXXXXXX]
Date:
Bank Ref.:
Amount: US$[XXXXXXXX]
Expiration Date:
Beneficiary:
Marin Clean Energy
1125 Tamalpais Avenue
San Rafael, CA 94901
Ladies and Gentlemen:
By the order of __________ (“Applicant”), we, [insert bank name and address] (“Issuer”) hereby issue our Irrevocable Standby Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) in favor of Marin Clean Energy, a California joint powers authority (“Beneficiary”), for an amount not to exceed the aggregate sum of U.S. $[XXXXXX] (United States Dollars [XXXXX] and 00/100), pursuant to that certain Renewable Power Purchase Agreement dated as of [insert date] and as amended (the “Agreement”) between Applicant and Beneficiary. This Letter of Credit shall become effective immediately and shall expire on [insert date] which is one year after the issue date of this Letter of Credit, or any expiration date extended in accordance with the terms hereof (the “Expiration Date”).
Funds under this Letter of Credit are available to Beneficiary by valid presentation on or before the Expiration Date of a dated statement purportedly signed by your duly authorized representative, in the form attached hereto as Exhibit A, containing one of the two alternative paragraphs set forth in paragraph 2 therein, referencing our Letter of Credit No. [XXXXXXX] (“Drawing Certificate”).
The Drawing Certificate may be presented by (a) physical delivery, (b) e-mail to [bank email address] or (c) facsimile to [bank fax number]. Transmittal by email shall be deemed delivered when received.
The original of this Letter of Credit (and all amendments, if any) is not required to be presented in connection with any presentment of a Drawing Certificate by Beneficiary hereunder in order to receive payment.
We hereby agree with the Beneficiary that all drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored upon presentation to the Issuer before the Expiration AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit K – 2
Date. All payments made under this Letter of Credit shall be made with Issuer’s own immediately available funds by means of wire transfer in immediately available United States dollars to Beneficiary’s account as indicated by Beneficiary in its Drawing Certificate or in a communication accompanying its Drawing Certificate.
Partial draws are permitted under this Letter of Credit, and this Letter of Credit shall remain in full force and effect with respect to any continuing balance.
It is a condition of this Letter of Credit that it shall be deemed automatically extended without an amendment for a one year period beginning on the present Expiration Date hereof and upon each anniversary for such date, unless at least one hundred twenty (120) days prior to any such expiry date we have sent to you written notice by overnight courier service that we elect not to extend this Letter of Credit, in which case it will expire on its the date specified in such notice. No presentation made under this Letter of Credit after such expiry date will be honored.
Notwithstanding any reference in this Letter of Credit to any other documents, instruments or agreements, this Letter of Credit contains the entire agreement between Beneficiary and Issuer relating to the obligations of Issuer hereunder.
This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce Publication No. 600 (the “UCP”), except to the extent that the terms hereof are inconsistent with the provisions of the UCP, including but not limited to Articles 14(b) and 36 of the UCP, in which case the terms of this Letter of Credit shall govern. In the event of an act of God, riot, civil commotion, insurrection, war or any other cause beyond Issuer’s control (as defined in Article 36 of the UCP) that interrupts Issuer’s business and causes the place for presentation of the Letter of Credit to be closed for business on the last day for presentation, the expiry date of the Letter of Credit will be automatically extended without amendment to a date thirty (30) calendar days after the place for presentation reopens for business.
Please address all correspondence regarding this Letter of Credit to the attention of the Letter of Credit Department at [insert bank address information], referring specifically to Issuer’s Letter of Credit No. [XXXXXXX]. For telephone assistance, please contact Issuer’s Standby Letter of Credit Department at [XXX-XXX-XXXX] and have this Letter of Credit available.
All notices to Beneficiary shall be in writing and are required to be sent by certified letter, overnight courier, or delivered in person to: Marin Clean Energy, 1125 Tamalpais Avenue San Rafael, CA 94901. Only notices to Beneficiary meeting the requirements of this paragraph shall be considered valid. Any notice to Beneficiary which is not in accordance with this paragraph shall be void and of no force or effect.
[Bank Name]
______________________
[Insert officer name]
[Insert officer title]
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit K - 3
(DRAW REQUEST SHOULD BE ON BENEFICIARY’S LETTERHEAD)
Drawing Certificate
[Insert Bank Name and Address]
Ladies and Gentlemen:
The undersigned, a duly authorized representative of Marin Clean Energy, a California joint powers authority, as beneficiary (the “Beneficiary”) of the Irrevocable Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) issued by [insert bank name] (the “Bank”) by order of __________ (the “Applicant”), hereby certifies to the Bank as follows:
1. Applicant and Beneficiary are party to that certain Renewable Power Purchase Agreement dated as of ___________, 20__ (the “Agreement”).
2. Beneficiary is making a drawing under this Letter of Credit in the amount of U.S. $___________ because a Seller Event of Default (as such term is defined in the Agreement) has occurred or other occasion provided for in the Agreement where Beneficiary is authorized to draw on the Letter of Credit has occurred.
OR
Beneficiary is making a drawing under this Letter of Credit in the amount of U.S. $___________, which equals the full available amount under the Letter of Credit, because Applicant is required to maintain the Letter of Credit in force and effect beyond the Expiration Date of the Letter of Credit but has failed to provide Beneficiary with a replacement Letter of Credit or other acceptable instrument within thirty (30) days prior to such Expiration Date.
3. The undersigned is a duly authorized representative of Marin Clean Energy, a California joint powers authority and is authorized to execute and deliver this Drawing Certificate on behalf of Beneficiary.
You are hereby directed to make payment of the requested amount to Marin Clean Energy by wire transfer in immediately available funds to the following account:
[Specify account information]
Marin Clean Energy
_______________________________
Name and Title of Authorized Representative
Date___________________________
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit L - 1
EXHIBIT L
FORM OF GUARANTY
This Guaranty (this “Guaranty”) is entered into as of [_____] (the “Effective Date”) by and between [_____], a [______] (“Guarantor”), and Marin Clean Energy, a California joint powers authority (together with its successors and permitted assigns, “Buyer”).
Recitals
A. Buyer and CES Electron Farm One, LLC, a California limited liability company (“Seller”), entered into that certain Renewable Power Purchase Agreement (as amended, restated or otherwise modified from time to time, the “PPA”) dated as of [____], 20___.
B. Guarantor is entering into this Guaranty as Performance Security to secure Seller’s obligations under the PPA, as required by Section 8.8 of the PPA.
C. It is in the best interest of Guarantor to execute this Guaranty inasmuch as Guarantor will derive substantial direct and indirect benefits from the execution and delivery of the PPA.
D. Initially capitalized terms used but not defined herein have the meaning set forth in the PPA.
Agreement
1. Guaranty. For value received, Guarantor does hereby unconditionally, absolutely and irrevocably guarantee, as primary obligor and not as a surety, to Buyer the full, complete and prompt payment by Seller of any and all amounts and payment obligations now or hereafter owing from Seller to Buyer under the PPA, including compensation for penalties, the Termination Payment, indemnification payments or other damages, as and when required pursuant to the terms of the PPA (the “Guaranteed Amount”), provided, that Guarantor’s aggregate liability under or arising out of this Guaranty shall not exceed ________ Dollars ($___________). The Parties understand and agree that any payment by Guarantor or Seller of any portion of the Guaranteed Amount shall thereafter reduce Guarantor’s maximum aggregate liability hereunder on a dollar-for-dollar basis. This Guaranty is an irrevocable, absolute, unconditional and continuing guarantee of the full and punctual payment and performance, and not of collection, of the Guaranteed Amount and, except as otherwise expressly addressed herein, is in no way conditioned upon any requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from Seller, any other guarantor of the Guaranteed Amount or any other Person or entity or resort to any other means of obtaining payment of the Guaranteed Amount. In the event Seller shall fail to duly, completely or punctually pay any Guaranteed Amount as required pursuant to the PPA, Guarantor shall promptly pay such amount as required herein.
2. Demand Notice. For avoidance of doubt, a payment shall be due for purposes of this Guaranty only when and if a payment is due and payable by Seller to Buyer under the terms and conditions of the PPA. If Seller fails to pay any Guaranteed Amount as required pursuant to the AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit L - 2
PPA for five (5) Business Days following Seller’s receipt of Buyer’s written notice of such failure (the “Demand Notice”), then Buyer may elect to exercise its rights under this Guaranty and may make a demand upon Guarantor (a “Payment Demand”) for such unpaid Guaranteed Amount. A Payment Demand shall be in writing and shall reasonably specify in what manner and what amount Seller has failed to pay and an explanation of why such payment is due and owing, with a specific statement that Buyer is requesting that Guarantor pay under this Guaranty. Guarantor shall, within five (5) Business Days following its receipt of the Payment Demand, pay the Guaranteed Amount to Buyer.
3. Scope and Duration of Guaranty. This Guaranty applies only to the Guaranteed Amount.
This Guaranty shall continue in full force and effect from the Effective Date until the earliest of the following: (x) all Guaranteed Amounts have been paid in full (whether directly or indirectly through set-off or netting of amounts owed by Buyer to Seller), or (y) replacement Performance Security is provided in an amount and form required by the terms of the PPA. Further, this Guaranty (a) shall remain in full force and effect without regard to, and shall not be affected or impaired by any invalidity, irregularity or unenforceability in whole or in part of this Guaranty, and (b) subject to the preceding sentence, shall be discharged only by complete performance of the undertakings herein. Without limiting the generality of the foregoing, the obligations of the Guarantor hereunder shall not be released, discharged, or otherwise affected and this Guaranty shall not be invalidated or impaired or otherwise affected for the following reasons:
(i) the extension of time for the payment of any Guaranteed Amount, or (ii) any amendment, modification or other alteration of the PPA, or (iii) any indemnity agreement Seller may have from any party, or (iv) any insurance that may be available to cover any loss, except to the extent insurance proceeds are used to satisfy the Guaranteed Amount, or
(v) any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, Seller or any of its assets, including but not limited to any rejection or other discharge of Seller’s obligations under the PPA imposed by any court, trustee or custodian or any similar official or imposed by any law, statue or regulation, in each such event in any such proceeding, or
(vi) the release, modification, waiver or failure to pursue or seek relief with respect to any other guaranty, pledge or security device whatsoever, or (vii) any payment to Buyer by Seller that Buyer subsequently returns to Seller pursuant to court order in any bankruptcy or other debtor-relief proceeding, or (viii) those defenses based upon (A) the legal incapacity or lack of power or authority of any Person, including Seller and any representative of Seller to enter into the PPA or perform its obligations thereunder, (B) lack of due execution, delivery, validity or enforceability, including of the PPA, or (C) Seller’s inability to pay any Guaranteed Amount or perform its obligations under the PPA, or AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit L - 3
(ix) any other event or circumstance that may now or hereafter constitute a defense to payment of the Guaranteed Amount, including statute of frauds and accord and satisfaction;
provided that Guarantor reserves the right to assert for itself any defenses, setoffs or counterclaims that Seller is or may be entitled to assert against Buyer (except for such defenses, setoffs or counterclaims that may be asserted by Seller with respect to the PPA, but that are expressly waived under any provision of this Guaranty).
4. Waivers by Guarantor. Guarantor hereby unconditionally waives as a condition precedent to the performance of its obligations hereunder, with the exception of the requirements in Paragraph 2, (a) notice of acceptance, presentment or protest with respect to the Guaranteed Amounts and this Guaranty, (b) notice of any action taken or omitted to be taken by Buyer in reliance hereon, (c) any requirement that Buyer exhaust any right, power or remedy or proceed against Seller under the PPA, and (d) any event, occurrence or other circumstance which might otherwise constitute a legal or equitable discharge of a surety. Without limiting the generality of the foregoing waiver of surety defenses, it is agreed that the occurrence of any one or more of the following shall not affect the liability of Guarantor hereunder:
(i) at any time or from time to time, without notice to Guarantor, the time for payment of any Guaranteed Amount shall be extended, or such performance or compliance shall be waived;
(ii) the obligation to pay any Guaranteed Amount shall be modified, supplemented or amended in any respect in accordance with the terms of the PPA; (iii) subject to Section 10, any (a) sale, transfer or consolidation of Seller into or with any other entity, (b) sale of substantial assets by, or restructuring of the corporate existence of, Seller or (c) change in ownership of any membership interests of, or other ownership interests in, Seller; or
(iv) the failure by Buyer or any other Person to create, preserve, validate, perfect or protect any security interest granted to, or in favor of, Buyer or any Person.
5. Subrogation. Notwithstanding any payments that may be made hereunder by the Guarantor, Guarantor hereby agrees that until the earlier of payment in full of all Guaranteed Amounts or expiration of the Guaranty in accordance with Section 3, it shall not be entitled to, nor shall it seek to, exercise any right or remedy arising by reason of its payment of any Guaranteed Amount under this Guaranty, whether by subrogation or otherwise, against Seller or seek contribution or reimbursement of such payments from Seller.
6. Representations and Warranties. Guarantor hereby represents and warrants that (a) it has all necessary and appropriate [limited liability company][corporate] powers and authority and the legal right to execute and deliver, and perform its obligations under, this Guaranty, (b) this Guaranty constitutes its legal, valid and binding obligations enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting enforcement of creditors’ rights or general principles of equity, (c) the execution, delivery and performance of this Guaranty does not and will not contravene Guarantor’s AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit L - 4
organizational documents, any applicable Law or any contractual provisions binding on or affecting Guarantor, (d) there are no actions, suits or proceedings pending before any court, governmental agency or arbitrator, or, to the knowledge of the Guarantor, threatened, against or affecting Guarantor or any of its properties or revenues which may, in any one case or in the aggregate, adversely affect the ability of Guarantor to enter into or perform its obligations under this Guaranty, and (e) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority, and no consent of any other Person (including, any stockholder or creditor of the Guarantor), that has not heretofore been obtained is required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty by Guarantor.
7. Notices. Notices under this Guaranty shall be deemed received if sent to the address specified below: (i) on the day received if served by overnight express delivery, and (ii) four (4) Business Days after mailing if sent by certified, first class mail, return receipt requested. Any party may change its address to which notice is given hereunder by providing notice of the same in accordance with this Paragraph 8.
If delivered to Buyer, to it at [____]
Attn: [____]
Fax: [____]
If delivered to Guarantor, to it at [____]
Attn: [____]
Fax: [____]
8. Governing Law and Forum Selection. This Guaranty shall be governed by, and interpreted and construed in accordance with, the laws of the United States and the State of California, excluding choice of law rules. The Parties agree that any suit, action or other legal proceeding by or against any party (or its affiliates or designees) with respect to or arising out of this Guaranty shall be brought in the federal courts of the United States or the courts of the State of California sitting in the City and County of San Francisco, California.
9. Miscellaneous. This Guaranty shall be binding upon Guarantor and its successors and assigns and shall inure to the benefit of Buyer and its successors and permitted assigns pursuant to the PPA. No provision of this Guaranty may be amended or waived except by a written instrument executed by Guarantor and Buyer. This Guaranty is not assignable by Guarantor without the prior written consent of Buyer. No provision of this Guaranty confers, nor is any provision intended to confer, upon any third party (other than Buyer’s successors and permitted assigns) any benefit or right enforceable at the option of that third party. This Guaranty embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings of the parties hereto, verbal or written, relating to the subject matter hereof. If any provision of this Guaranty is determined to be illegal or unenforceable (i) such provision shall be deemed restated in accordance with applicable Laws to reflect, as nearly as possible, the original intention of the parties hereto and (ii) such determination shall not affect any other provision of this Guaranty and all other provisions shall remain in full force AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit L - 5
and effect. This Guaranty may be executed in any number of separate counterparts, each of which when so executed shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Guaranty may be executed and delivered by electronic means with the same force and effect as if the same was a fully executed and delivered original manual counterpart.
[Signature on next page]
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit L - 6
IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly executed and delivered by its duly authorized representative on the date first above written.
GUARANTOR:
[_______]
By: _______________________________
Printed Name: ______________________
Title: _____________________________
BUYER:
[_______]
By: _______________________________
Printed Name: ______________________
Title: _____________________________
By: _______________________________
Printed Name: ______________________
Title: _____________________________
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW)
Exhibit M - 1
EXHIBIT M
METERING DIAGRAM
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit M - 2
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW)
Exhibit N - 1
EXHIBIT N
NOTICES
CES ELECTRON FARM ONE, LLC
(“Seller”)
MARIN CLEAN ENERGY, a California
joint powers authority (“Buyer”)
All Notices:
Street: 1808 Wedemeyer St, Suite 221
City: San Francisco, CA, 94122
Attn: Asset Management
Phone: 248-808-2015
Email: [email protected]
All Notices:
Marin Clean Energy
1125 Tamalpais Avenue
San Rafael, CA 94901
Attn: Contract Administration
Phone: (415) 464-6010
Email: [email protected]
Reference Numbers:
Duns:
Federal Tax ID Number: 84-4804147 (Parent)
Reference Numbers:
Duns: 829602338
Federal Tax ID Number: 26-4300997
Invoices:
Attn: Accounts Payable
Phone: 248-808-2015
Email: [email protected]
Invoices:
Attn: Power Settlement Analyst
Phone: (415) 464-6683
E-mail: [email protected]
Scheduling:
Attn: Scheduling
Phone: 248-808-2015
Email: [email protected]
Scheduling:
Attn: ZGlobal
Phone: (916) 458-4080
E-mail: [email protected]
Confirmations:
Attn: CEO
Phone: 248-808-2015
Email: [email protected]
Confirmations:
Attn: Director of Power Resources
Phone: (415) 464-6685
Email: [email protected]
Payments:
Attn: Accounts Receivable
Phone: 248-808-2015
Email: [email protected]
Payments:
Attn: Power Settlement Analyst
Phone: (415) 464-6683
E-mail: [email protected]
Wire Transfer: Wire Transfer:
With additional Notices of an Event of Default
to:
Attn: Jordan Dansby
Phone: 703-618-0851
Email: [email protected]
With additional Notices of an Event of
Default to:
Hall Energy Law PC
Attn: Stephen Hall
Phone: (503) 313-0755
Email: [email protected]
Emergency Contact:
Attn: Emergency
Phone: 248-808-2015
Email: [email protected]
Emergency Contact:
Attn:
Phone:
E-mail:
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Exhibit O – 1
EXHIBIT O
SELLER COMMITMENTS
Seller to check as applicable (collectively, the “Seller Commitments”):
☒ Participation of contractors or subcontractors or businesses that are Veteran-owned; ☒ Participation of contractors or subcontractors or businesses that are located or employ workers from a DAC Zone as identified by California Environmental Protection Agency’s CalEnviroScreen 4.0 (or the latest version) Tool;
☒ A plan that includes the participation of local residents in the construction of the project, as well as the ongoing operations and maintenance of the facility after completion. The plan should include permanent residents who live within the jurisdictional county and/or those who reside within a 50-mile radius of the installation; ☒ Projects that commit to sourcing a high percentage of materials and components from suppliers located within the jurisdictional county or within a 50-mile radius of the installation;
☒ Projects that commit to including components and materials manufactured and/or assembled in the United States; and
☒ Pledge of community benefits (apprenticeships, scholarships, food programs, school programs, open space preservation, parks, etc.) in the form of a partnership with a local non-profit for a jobs training program for the first 5 years for training related to solar installation and / or operations and maintenance.
☐ Other: [describe open space preservation, habitat improvement, or food programs].
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW)
Exhibit P – 1
EXHIBIT P
POLLINATOR SCORECARD
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) Northern California/ Oregon
Pollinator-friendly solar scorecard 0
:) The entomologist-approved standard for what constitutes "beneficial to pollinators• within the managed landscape of a PV solar facility.
1. PERCENT OF PROPOSED SITE VEGETATION COVER TO BE
DOMINATED BY POLLINATOR-FRIENDLY W ILDFLOWERS
D 31-45 % +5 points
D 46-60 % + 10 points
D 61+ % +15 points
Tot al point s ~--~
Note: Projects may have "array" mixes and diverse open area/ border mixes; forb dominance should be averaged across the entire site. The dominance should be calculated from total numbers offorb seeds vs. grass seeds (from all seed mixes) to be planted.
2. PLANNED % OF SITE DOMINATED BY NATIVE SPECIES
COVER
+5 points
+10 points
0 26-50%
0 51-75%.
0 76-100% +15 points
Total points ~--- '
3. PLANNED SPEC ES DIVERSITY (total# of species in
re-vegetation, including native grasses)
D 9-11 species
D 12-15 species
+5 points
+10 points
D 16 or more species + 15 points
Total points ~--- '
Note: exclude invasives from species totals.
4. PLANNED SEASONS WITH AT LEAST 3 BLOOMING
SPEC ES PRESENT (check all that apply)
D Spring (March-May) +5 points
D Summer (June-August) +5 points
D Fall (September-November) +5 points
D Winter (December-February) +5 points
Total points I~--~ Note: Check local resources for data on bloom seasons
5. ADDITIONAl. HABITAT COMPONENTS WITHIN .25
MILES (check all that apply)
D Native bunch grasses, leaf litter,
woody debris, bare ground
D Native trees/shrubs
+2 points
+2 points
D +2 points Clean, perennial water sources
D Created nesting feature(s) +2 points
(i.e., native bee houses) Total points ._I ___ _.
6. SITE PLANNING AND MANAGEMENT
D Detailed establishment and
management plan developed with funding/
contract to implement.
D Signage legible from a distance of
40 feet or more stating "pollinator friendly
solar habitat" (at least 1 every 20ac.).
+ 15 points
+5 points
7. RE-VEGETATION
Total points I
~--~
D Seed is applied at 50 PLS (Pure Live Seed)
per square foot
D 20% or more of the native species' seed
has a local genetic origin within 175
miles of the site
D For sites located 5 miles or further east
+5 points
+5 points
of the coastline, re-vegetation includes +10 points
1% native milkweed .-1 ---,I Total points ___ _
8. PESTICIDE RISK
□
□
Planned on-site insecticide use or use
of plant material pre-treated with
insecticides (excluding buildings/
electrical boxes, etc.)
Perpetual bare ground under t he
panels due to ongoing herbicide
treatment (beyond site preparations),
no re-vegetation planned, or gravel
installation
-40 points
-40 points
□ Communicat +10 points ion/registration with Local
chemical applicators about need t o
prevent drift from adjacent areas
Total points I.._ __ ___, 9. OUTREACH/EDUCATION
□ Site is part of a study with a university, research lab, or conservation organization Grand total
Provides Exceptional Habitat
Meets Pollinator Standards
Project Name:
Vegetation Consultant:
Project Location:
Total acres (array and open area):
Projected Seeding Date:
+5 points
>85
70-84
Note: Percent "CCNer" should be based on the percent of the ground surface that is covered by a venk::al projection of foliage as viewed from above. Wildflowers in question 1 refer to "forbs" {floweri~ plants that are not woody or graminoids) and can indude lntroduc.ed clovers and other non-native, ron-invasive species beneficial to pollinators.
PO LLINATOR.
PARTN ERSHIP Fresh Energy
Exhibit Q – 1
EXHIBIT Q
OPERATING RESTRICTIONS
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW)
Exhibit R - 1
EXHIBIT R
DIVERSITY REPORTING
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) 10/9/2020 MCE Supplier Diversity Questionnaire
MCE Supplier Diversity Questionnaire
The quest ions in t his section relate to Supplier Diversity. Please note that not all questions may apply to your business. For the questions that do not apply, please skip them or answer "not applicable."
*Pursuant to Proposition 209, MCE does not give preferential treatment based on race, sex, color, ethnicity, or national origin. Providing information in these categories is optional and will not impact the selection process. Responses are collected for informational and reporting purposes only pursuant to SB 255.
* Required
1. Email address *
2. Business Name *
3. Where is your business located/headquartered? *
4. Is your business certified under General Order 156 (GO 156)? * General Order 156 (GO 156) is a California Public Utilities Commission ruling that requires utility entities t o report annually on their contracts with majority women-owned, minority-owned, disabled veteran-owned and LGBT-owned business ent erprises (WMDVLGBTBEs) in all categories. Qualified businesses become GO 156 Certified through t he CPUC and are then added to the GO 156 Clearinghouse database. The CPUC Clearinghouse can be found here: www.thesumilierclearinghouse.com Mark only one oval.
Q ves
Q No
Q Qualified as WMDVLGBTBEs but not GO 156 Certified
https1/docs.google.com/forms/d/12WqgNBag7WV2gwoza31VYOdqfeGTegz9U-q63osn6Q/edit 1/11 Exhibit R - 2
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) 10/9/2020 MCE Supplier Diversity Questionnaire
5. If you answered "yes" or "qualified but not certified", under which categories? Please choose all that apply. *
*Pursuant to Proposition 209, MCE does not give preferential treatment based on race. sex. color, ethnicity, or national origin. Providing information in these categories is optional and will not impact the selection process.
Check all that apply.
D Woman owned
D Minority Owned
D Disabled Vet Owned
0 LGBTowned
D Other 8(a) (found to be disadvantaged by the US Small Business Administration)
6. If a minority-owned business enterprise, certified or qualified as which of the following? *
*Pursuant to Proposition 209, MCE does not give preferential treatment based on race. sex. color, ethnicity, or national origin. Providing information in these categories is optional and will not impact the selection process.
Check all that apply.
D African American
D Asian American
D Hispanic American
D Native American
7. If cert ified, annual revenue reported to the Supplier Clearinghouse:
Mark only one oval.
0 Under $1 million
0 Under $5 million
0 Under $10 million
0 Above $10 million
https://docs.google.com/forms/d/1 2W qgNBag7WV2gwoza3IVYOdQfeGTegz9U-q63osn6Q/edil 2/11 Exhibit R - 3
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) 10/9/2020 MCE Supplier Diversity Questionnaire
8. If certified, current annual revenue:
Mark only one oval.
0 Under $1 million
0 Under $5 million
0 Under $10 million
0 Above $10 million
https://docs.google.com/forms/d/1 2W QgNBag7WV2gwoza3IVYOdQfeGTegz9U-Q63osn6O/edit 3/11 Exhibit R - 4
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) 10/9/2020 MCE Supplier Diversity Questionnaire
9. Please list the Standardized Industrial Code (SIC) of the products and services contracted for. If you need more information, click the orange button reading "Look up Commodity Codes" here:
bllps·Usch thesupplieccleacinghouse com/Frontfnd/SearchCectifiedPicectory.a.sp Check all that apply.
D 1 Agricultural production- crops
D 2 Agricultural production- livestock
D 7 Agricultural services
D 8 Forestry
D 9 Fishing, hunting, and trapping
D 10 Metal mining
D 12 Coal mining
D 13 Oil and gas extraction
D 14 Nonmetallic minerals, except fuels
D 15 General building contractors
D 16 Heavy construct ion contractors
D 17 Special trade contractors
D 20 Food and kindred products
D 21 Tobacco manufactures
D 22 Text ile mill products
D 23 Apparel and other textile products
D 24 Lumber and wood product s
D 25 Furniture and fixtures
D 26 Paper and allied products
D 27 Printing and publishing
D 28 Chemicals and allied products
D 29 Petroleum and coal products
D 30 Rubber and miscellaneous plastics products
D 31 Leather and leather products
D 32 Stone, clay, glass, and concrete products
D 33 Primary metal industries
D 34 Fabricated metal product s
D 35 Industrial machinery and equipment
D 36 Electrical and electronic equipment
D 37 Transportation equipment
D 38 Instruments and related products
D 39 Miscellaneous manufacturing industries
D 41 Local and int erurban passenger transit
https://docs.google.com/forms/d/12WQgNBag7WV2gwoza3IVYOdQfeGTegz9U-Q63osn6O/edit 4/11 Exhibit R - 5
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) 10/9/2020 MCE Supp lier Diversity Questionnaire
D 42 Motor freight transportat ion and warehousing
D 43 U.S. Postal Service
D 44 Water transportation
D 45 Transportation by air
D 46 Pipelines, except natural gas
D 47 Transportation services
D 48 Communications
D 49 Electric, gas, and sanitary services
D 50 Wholesale trade- durable goods
D 51 Wholesale trade- nondurable goods
D 52 Building materials. hardware, garden supply, & mobile home D 53 General merchandise stores
D 54 Food stores
D 55 Automotive dealers and gasoline service stations
D 56 Apparel and accessory stores
D 57 Furniture, home furnishings and equipment stores
D 58 Eating and drinking places
D 59 Miscellaneous retail
D 60 Depository inst itutions
D 61 Nondepository credit institutions
D 62 Security, commodity brokers, and services
D 63 Insurance carriers
D 64 Insurance agents. brokers, and service
D 65 Real estate
D 67 Holding and other investment offices
D 70 Hotels, rooming houses, camps, and other lodging places D 72 Personal services
D 73 Business services
D 75 Automotive repair, services, and parking
D 76 Miscellaneous repair services
D 78 Motion pictures
D 79 Amusement and recreat ional services
D 80 Health services
D 81 Legal services
D 82 Educational services
D 83 Social services
D 84 Museums, art galleries, botanical & zoological gardens D 86 Membership organizations
D 87 Engineering and management services
https://docs.google.com/forms/d/12WqgNBag7WV2gwoza3IVYOdQfeGTegz9U-q63osn6O/edit 5/11 Exhibit R - 6
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) 10/9/2020 MCE Supplier Diversity Questionnaire
D 88 Private households
D 89 Miscellaneous services
D 91 Executive, legislative, and general government
D 92 Justice, public order, and safety
D 93 Finance, taxation, and monetary policy
D 94 Administration of human resources
D 95 Environmental quality and housing
D 96 Administration of economic programs
D 97 National security and international affairs
10. If your business is majority women, minority, disabled veteran, or LGBT owned, but not GO 156 certified, please explain why your business has not gone through the cert ification process.
Subcontractors
The questions in this section relate to Supplier Diversity. Please note that not all questions may apply to your business. For the questions that do not apply, please skip them or answer 'not applicable.'
*Pursuant to Proposition 209, MCE does not give preferential treatment based on race, sex, color. ethnicity, or national origin. Providing information in these categories is optional and will not impact the selection process. Responses are collected for informational and reporting purposes only pursuant to SB 255. 11 . Will your business use subcontractors that are certified under GO 156 for this recent contract with MCE? *
Mark only one oval.
Q ves
Q No
0 Not applicable
https://docs.google.com/forms/d/12WQgNBag7WV2gwoza3IVYOdQfeGTegz9U-Q63osn6O/edit 6/11 Exhibit R - 7
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) 10/9/2020 MCE Supplier Diversity Questionnaire
12. If you answered yes to the previous question, please provide a list of those cert ified subcontractors, the anticipated subcontract amount, and if this is for products or services. Example: Electrical Design Technology, Inc.; $100,000, products (batteries). Please provide information only on subcontractors you intend to use for this recent MCE contract.
13. If applicable, please describe any hiring targets your business has for minority-owned, women-owned, LGBTQ-owned, or disabled veteran-owned subcontractors.
Pursuant to Proposition 209, MCE does not give preferential treatment based on race, sex, color, ethnicity, or national origin. Providing information in these categories is optional and will not impact the selection process.
Labor
Agreements
This section of questions focuses on the labor agreements of each business. If your business/contract with MCE does not have a labor component, please answer "not applicable.'
https://docs.google.com/forms/d/12WQgNBag7WV2gwoza3IVYOdQfeGTegz9U-Q63osn6O/edit 7/11 Exhibit R - 8
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) 10/9/2020 MCE Supplier Diversity Questionnaire
14. Does your business have a history of using local-hires, union labor, or multi-trade project labor agreements? *
Local hires can be defined as labor sourced from within MCE's service area which includes the cities and towns of Benicia, Concord, Danville, El Cerrito, Lafayette, Martinez. Moraga, Oakley, Pinole. Pittsburg, Richmond, San Pablo, San Ramon, and Walnut Creek as well as Marin County, Napa County, unincorporated Contra Costa County, and unincorporated Solano County.
Check all that apply.
D Yes, local labor in this recent contract with MCE
D Yes, union labor in t his recent contract with MCE
D Yes, multi-tride PLA in t his recent contract with MCE D Yes, history of local hire but not in t his contract with MCE D Yes, history of union labor but not in this contract with MCE D Yes, history of multi-trade PLA but not in t his contract wit h MCE D Uses California-based labor, but not local to MCE service area D None of the above
D Not applicable
15. If you answered yes to the previous question, please provide the percentage of labor agreements with local, union, and mult i-trade labor (if available) and describe past efforts.
16. If you're employing workers or businesses in the MCE service area, please quantify the number of workers/businesses, the businesses used, or in which communities the workers or businesses reside.
https://docs.google.com/forms/d/12WQgNBag7WV2gwoza3IVYOdQfeGTegz9U-Q63osn6O/edit 8/11 Exhibit R - 9
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) 10/9/2020 MCE Supplier Diversity Questionnaire
17. If you answered "uses California-based labor, but not local to MCE service area." from where in California is the labor sourced?
18. Does your business pay workers prevailing wage rates or the equivalent? * Prevailing wage in California is required by state law for all workers employed on public works projects and determined by the California Department of Industrial Relations according to the type of work and location of the project To see the latest prevailing wage rates, go to www.dir.ca.gov/Public-Works/Prevailing:
Wage.html
Mark only one oval.
0 Yes, including for this cont ract with MCE
0 Yes, but not for this contract with MCE
Q No
0 Not applicable
19. Does your business support and/or use apprenticeship programs? * Mark only one oval.
0 Yes, including in this contract with MCE
0 Yes, but not in t his contract with MCE
Q No
0 Not applicable
https://docs.google.com/forms/d/12WQgNBag7WV2gwoza3IVYOdQfeGTegz9U-Q63osn6O/edit 9/11 Exhibit R - 10
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) 10/9/2020 MCE Supplier Diversity Questionnaire
20. If yes, please describe t he apprenticeship programs supported/used.
Pursuant to Proposition 209, MCE does not give preferential treatment based on race, sex, color, ethnicity, or national origin. Providing information in these categories is optional and will not impact the selection process. Responses are collected for informational and reporting purposes only pursuant to SB 255.
Equity, Diversity,
Inclusion, and Justice
MCE is committed to equity, diversity, inclusion, and justice both within our organization and within our communities.
21 . If your business has initiatives to promote workplace diversity, please describe such initiatives or provide any supporting statistics or documentation for diversity within the business
22. If there is anything else related to Supplier Diversity that is not captured in your answers above, please describe below.
Pursuant to Proposition 209, MCE does not give preferential treatment based on race, sex, color, ethnicity, or national origin. Providing information in these categories is optional and will not impact the selection process.
https://docs.google.com/forms/d/12WQgNBag7WV2gwoza3IVYOdQfeGTegz9lJ.Q63osn6O/edit 10/11 Exhibit R - 11
AI#06_Att. B_Power Purchase Agreement with CES Electron Farm One, LLC (.24 MW) 10/9/2020 MCE Supplier Diversity Questionnaire
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https://docs.google.com/1orms/d/1 2W QgNBag7WV2gwoza3IVYOdQfeGTegz9U-Q63osn6Q/edil 11 /11