AI #09_Att. A: PPA with Humboldt House Geothermal LLC
Exhibit S - 3
(g) Notwithstanding any other provision of this Agreement, PPA Buyer shall be entitled to retain for its own account all CAISO revenues associated with delivery of the Assigned Product to CAISO, including where PPA Buyer is acting as Scheduling Coordinator for the Facility (as defined in the PPA) and through scheduling of ISTs. Nothing in this Agreement modifies or amends any rights or obligations of PPA Buyer and PPA Seller under the PPA with respect to CAISO revenues and costs. As used in this clause (f), the following terms have the meanings specified below.
“CAISO” means California Independent System Operator or its successor. “CAISO Tariff” means CAISO’s Federal Energy Regulatory Commission approved tariff, as modified, amended or supplemented from time to time. “Inter-SC Trade” or “IST” has the meaning set forth in the CAISO Tariff. “Scheduling Coordinator” means an entity certified by the CAISO as qualifying as a Scheduling Coordinator pursuant to the CAISO Tariff for the purposes of undertaking the functions specified in “Responsibilities of a Scheduling Coordinator,” of the CAISO. (a) The Assigned Prepay Quantity set forth in Appendix 2 relates to obligations by and between Limited Assignee and PPA Buyer and has no impact on PPA Seller’s rights and obligations under the PPA.
(b) Limited Assignee may not assign its rights nor delegate its duties under this Agreement, or any part of such rights or duties, without the written consent of PPA Seller; provided that, notwithstanding the foregoing, Limited Assignee may, without the consent of PPA Seller or PPA Buyer, assign this Agreement if either (i) the Guaranty continues to apply to the obligations of the assignee hereunder or (ii) the assignee (a) is an entity with a Credit Rating equal to or better than Limited Assignee’s Credit Rating at the time of the Effective Date, and (b) such assignee provides to PPA Seller a replacement guaranty, on terms that are substantially similar to the form of Appendix 3 or as otherwise acceptable to PPA Seller acting commercially reasonably, of its obligations issued by the Guarantor (“Replacement Guaranty”); provided further that Limited Assignee shall (1) no fewer than fifteen (15) Business Days before any such assignment, give Notice to PPA Seller and PPA Buyer of the particulars of such assignment and the proposed assignment agreement, and, if clause (ii) above in this paragraph applies, supporting documentation as to the assignee’s Credit Rating together with the proposed Replacement Guaranty, and (2) upon such assignment provide Notice to PPA Seller and PPA Buyer with a copy of the fully executed assignment agreement and, if applicable, such Replacement Guaranty executed and issued by Guarantor.
2. Assignment Early Termination.
(a) The Assignment Period may be terminated early upon the occurrence of any of the following:
AI #09_Att. A: PPA with Humboldt House Geothermal LLC
Exhibit S - 4
(1) delivery of a written notice of termination by either Limited Assignee or PPA Buyer to each of the other Parties hereto;
(2) delivery of a written notice of termination by PPA Seller to each of Limited Assignee and PPA Buyer following Limited Assignee’s failure to pay when due any amounts owed to PPA Seller in respect of any Delivered Product Payment Obligation and such failure continues for one (1) Business Day (as defined in the PPA) following receipt by Limited Assignee of written notice thereof; (3) delivery of a written notice by PPA Seller if any of the events described in Section 11.1(a)(iv) of the PPA occurs with respect to Limited Assignee (or any entity providing a parent guaranty on behalf of Limited Assignee); or (4) delivery of a written notice by Limited Assignee if any of the events described in Section 11.1(a)(iv) of the PPA occurs with respect to PPA Seller. (b) The Assignment Period will end as of the date specified in the termination notice, which date shall not be earlier than the end of the last day of the calendar month in which such notice is delivered if termination is pursuant to clause (a)(1) above. (c) The Assignment Period will automatically terminate upon delivery by Guarantor of a notice of termination of the Guaranty, unless a Replacement Guaranty will take effect no later than the termination date of the Guaranty.
(d) All Assigned Rights and Obligations shall revert from Limited Assignee to PPA Buyer upon the expiration of or early termination of the Assignment Period, provided that (i) Limited Assignee shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to Limited Assignee prior to the end of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the expiration or early termination of the Assignment Period.
3. Representations and Warranties. The PPA Seller and the PPA Buyer represent and warrant to Limited Assignee that (a) the PPA is in full force and effect; (b) no event or circumstance exists (or would exist with the passage of time or the giving of notice) that would give either of them the right to terminate the PPA or suspend performance thereunder; and (c) all of its obligations under the PPA required to be performed on or before the Assignment Period start date have been fulfilled.
4. Notices. Any notice, demand, or request required or authorized by this Assignment Agreement to be given by one Party to another Party shall be delivered in accordance with Article 9 of the PPA and to the addresses of each of PPA Seller and PPA Buyer specified in the PPA. PPA Seller and PPA Buyer agree to notify Limited Assignee of any updates to such notice information.
Notices to Limited Assignee shall be provided to the following address, as such address may be updated by Limited Assignee from time to time by notice to the other Parties:
[Limited Assignee]
AI #09_Att. A: PPA with Humboldt House Geothermal LLC
Exhibit S - 5
5. Miscellaneous. Article 12 (Limitation of Liability and Exclusion of Warranties), Sections
13.2(e) and (f) (Buyer’s Representations and Warranties), Article 18 (Confidential Information), Sections 19.2 (Amendments), 19.4 (No Agency, Partnership, Joint Venture or Lease), 19.5 (Severability), 19.6 (Mobile-Sierra), 19.7 (Counterparts; Electronic Signatures), 19.8 (Binding Effect), and 19.9 (No Recourse to Members of Buyer) of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein.
6. U.S. Resolution Stay Provisions. The Parties hereby confirm that they are adherents to the ISDA 2018 U.S. Resolution Stay Protocol (“ISDA U.S. Stay Protocol”), the terms of the ISDA U.S. Stay Protocol are incorporated into and form a part of this Agreement, and for the purposes of such incorporation, (i) Limited Assignee shall be deemed to be a Regulated Entity, (ii) each of PPA Buyer and PPA Seller shall be deemed to be an Adhering Party, and (iii) this Agreement shall be deemed a Protocol Covered Agreement. In the event of any inconsistencies between this Agreement and the ISDA U.S. Stay Protocol, the ISDA U.S. Stay Protocol will prevail.
7. Governing Law, Jurisdiction, Waiver of Jury Trial.
(a) Governing Law. This Assignment Agreement and the rights and duties of the Parties under this Assignment Agreement will be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to principles of conflicts of law.
(b) Jurisdiction. Each Party submits to the exclusive jurisdiction of the federal courts of the United States of America for the Northern District of California sitting in the city and county of San Francisco.
(c) Waiver of Right to Trial by Jury. 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.
AI #09_Att. A: PPA with Humboldt House Geothermal LLC
Exhibit S - 6
IN WITNESS WHEREOF, the Parties have executed this Assignment Agreement effective as of the date first set forth above.
MARIN CLEAN ENERGY
By: …………………………………….. By: ………………………………….
Name: Name:
Title: Title:
[LIMITED ASSIGNEE]
By: ………………………………………
Name:
Title:
Execution and delivery of the foregoing Assignment Agreement is hereby approved. [ISSUER]
By: …………………………………….
Name:
Title:
AI #09_Att. A: PPA with Humboldt House Geothermal LLC
Exhibit S - 7
Appendix 1
Assigned Rights and Obligations
PPA: The Renewable Power Purchase Agreement, dated [___________], by and between Marin Clean Energy and Humboldt House Geothermal LLC, a Nevada limited liability company. “Assignment Period” means the period beginning on [___________] and extending until [___________], provided that in no event shall the Assignment Period extend past the earlier of (i) the termination of the Assignment Period pursuant to Section 4 of the Assignment Agreement and (ii) the end of the Delivery Term under the PPA; provided that applicable provisions of this Agreement shall continue in effect after termination of the Assignment Period to the extent necessary to enforce or complete, duties, obligations or responsibilities of the Parties arising prior to the termination. [The Assignment Period must end no less than 18 months following the Assignment Period Start Date and no later than the end of the Delivery Term under the PPA.] Assigned Product: [Describe and define]
Further Information: [Include, if any] [To include transfer and settlement mechanics for RECs, as applicable.]
AI #09_Att. A: PPA with Humboldt House Geothermal LLC
Humboldt House Geothermal LLC
Power Purchase Agreement
MCE Board of Directors - November 17, 2022
1 What is Open Season?
2 MCE’s annual solicitation for large-scale
renewable energy and storage projects
Open Season Overview
3 Goals
• Meet Integrated Resource Planning (IRP) targets for renewable energy and energy storage
• Add Resource Adequacy (RA) supply to the portfolio
• Add resources that would fulfill the Mid Term Reliability (MTR) obligations as outlined in the CA Public Utilities Commission (CPUC) decision D.21- 06-035
Product Types
• Renewable Product Content Category 1 energy (PCC1)
• Paired & stand-alone energy storage
CPUC Mid-Term Reliability Mandate
4 MCE's Bucket Requirements Online Date Resource Options Obligation . PV+4Hour Storage
. Stand-Alone Storage
231 MW Part 1 - 8/2023 Generic . Resource Adequacy{RA) . Wind Part 2 - 6/2024 . Geo or Biomass . Long-Term Imports
DCPP . PV +5Hour Storage . Zero emissions or RPS 72MW 6/2025 Replacement . Geo/Bio/Landfill gas . 5MWh/l MW {HEl 8 - HE22) . Demand Response (5 Hour) Long Duration . 8 Hours - full capacity Storage 29 MW 6/2026 . Stand-Alone Storage discharge (8 Hour) . Firm
. 80% capacity factor Clean-Firm . Geothermal . Not weather dep or use- 29 MW 6/2026 {Geo/Bio) . Biomass/Landfill gas limited . Zero emissions or RPS
CPUC Mid-Term Reliability Mandate
5 Humidor
Contract executed
7/2022
Golden Fields
Contract executed
2/2022
#1 - Mayacma
Executed 10/2022
#2 - Humboldt House
#3 – TBA in
December
Bucket Requirements MCE's Online Date Resource Options Obligation . PV+4Hour Storage
. Stand-Alone Storage
Generic . Resource Adequacy{RA) 231 MW Part 1 - 8/2023 . Wind Part 2 - 6/2024 . Geo or Biomass . Lonq-Term Imports
DCPP . PV+5Hour Storage
I I . Zero emissions or RPS Replacement 72MW 6/2025 . Geo/Bio/Landfill gas (5 Hour) . 5MWh/1 MW {HE18 - HE22) . Demand Response
Long Duration . 8 Hours - full capacity Storage 29MW 6/2026 . Stand-Alone Storage (8 Hour) discharge
. Firm
. 80% capacity factor Clean-Firm . Geothermal
{Geo/Bio) . Not weather dep or use- 29MW 6/2026
limited . Biomass/Landfill gas
. Zero emissions or RPS
Overview:
Humboldt House Geothermal LLC
• 20 MW Geothermal
Energy Installation
• Pershing County, NV
• Best combination of
economics and project
viability
6 • 20 MW of RA capacity
• 20 MW of renewable
energy delivered
around the clock
• On-line date: 6/30/2025
• 21 year term
• No credit/collateral
obligations for MCE
Humboldt House
Geothermal
7 9
o=
Humboldt House
Geothermal
Why target geothermal resources?
8 Generation shape compliments MCE’s existing portfolio of resources • Helps fill open positions
during important hours
• Incremental
contribution towards
matching load with
renewable generation
• Hedge against
expensive hours
Simulated effect of adding geothermal projects to
MCE’s existing portfolio - 2030 Snapshot
900 ~------------------------------------------~
800 ----------------------------------------------------------------------------------------------- 700
600
.s::; 500
:!:
::1: 400
300
200
100
------------- ----------------------------...... ~,,, ---------------------------------- ------- ---- ............... , ----------------------------------- / ' I ' -------------------------------------- , --- -------------------------------------------------- -------- ',------------------------------ ,' ......... ------------------------------------/--- ------------------------------------------------------------- _______ ... ~ ...... ------------------- , -- , , --' -------------------------------/----- ------------------------------------------------------------------------ ----------- ,, -------- ,, ...... __ --.:-::-.-:-.~~-~-~----~.:-::-''____ -... .
Hours
--Load ---Gene ration Portfolio New Projects ----· Future Portfolio Unique Terms
&
Conditions
• Financial incentives for performance
• Union labor requirement
• $1,800,000 security deposit to ensure
milestones are met
• Seller will make a one-time
contribution of $60,000 to community
benefit initiatives in MCE’s service
area and/or communities adjacent to
the project location
• RA delivery guarantee
• Fixed price over the contract term
with no annual escalation
9 Project Benefits
10 • Energy generation and RA capacity produced by the facility would complement MCE’s existing portfolio of resources
• The project type, size, specifications and commercial operation date fit the requirements detailed in the CPUC MTR mandated procurement order
• The project is being developed and will be operated by an experienced team
• The project is highly viable. All major pre-construction milestones are complete. Awaiting clearance from CAISO to finalize the interconnection process.
Recommendation
11 Authorize execution of the Power Purchase
Agreement with Humboldt House LLC for supply
of bundled renewable energy and resource
adequacy
Thank You
David Potovsky
Principal Power Procurement Manager
[email protected]
12