MCE Technical Committee
October 6, 2023

THIRD AMENDED AND RESTATED SCHEDULING SERVICES AGREEMENT

BY AND BETWEEN
MARIN CLEAN ENERGY AND ZGLOBAL INC.

THIS THIRD AMENDED AND RESTATED MASTER PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into October 6, 2023 (the “Effective Date”) by and between MARIN CLEAN ENERGY (“MCE") and ZGLOBAL INC. ("ZGlobal”). Except as otherwise defined herein, capitalized terms herein shall have the meanings given to them in Exhibit A hereto.

RECITALS:

WHEREAS, MCE and ZGlobal are parties to that certain First Amended and Restated Scheduling Services Agreement dated July 25, 2018 (the “First Amended Agreement”); and
WHEREAS, MCE and ZGlobal are parties to that certain Second Amended and Restated Scheduling Services Agreement dated November 10, 2020 (the “Second Amended Agreement”) that restated the First Amended Agreement in its entirety and replaced it with the Second Amended Agreement; and
WHEREAS, MCE and ZGlobal wish to amend and restate the Second Amended Agreement in its entirety and replace it with this Agreement; and
WHEREAS, ZGlobal warrants that it is qualified and competent to render the Services set forth herein; and NOW, THEREFORE, for and in consideration of the mutual benefits, obligations, covenants and consideration set forth herein, the receipt and sufficiency of which is hereby acknowledged, MCE and ZGlobal agree to amend and restate the Second Amended Agreement as follows:

AGREEMENT:

1. SCOPE OF SERVICES:

ZGlobal, as agent for MCE pursuant to this Agreement, shall provide MCE the following categories of Services as set forth on the corresponding exhibit identified below for the loads and generation assets set forth in Exhibit B attached hereto (“MCE Assets”):

Services Description
Generation Scheduling Services
Scheduling and Outage Coordination (Exhibit C)
Financial Settlement Services (Exhibit D)
Load Scheduling Services
Scheduling and Outage Coordination (Exhibit C)
Load Forecasting Services
Forecasting Services (Exhibit E)
Portfolio Management Services
Portfolio Management Services (Exhibit F)
Information Resources
Information Resources (Exhibit G)
Large Hydro/ACS Import Management Services
Large Hydro/ACS Import Management Services (Exhibit H)
Each Exhibit referenced above is attached hereto and incorporated herein by reference, and collectively comprise the “Services” to be performed by ZGlobal under this Agreement. In the event of a conflict between the Terms of this Agreement and the terms in any of the Exhibits to this Agreement, the terms in this Agreement will govern.

AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

Second Amended and Restated Scheduling Services Agreement

MCE hereby designates ZGlobal as its agent and representative in connection with and to the extent reasonably required to perform the Services. MCE agrees to promptly:
a) Notify CAISO and any other relevant entities of this arrangement; and b) Provide ZGlobal with all necessary and appropriate information and data for ZGlobal to begin performing the Services.

2. FURNISHED SERVICES:

MCE agrees to make available all pertinent data and records for review, subject to MCE Policy 001 - Confidentiality.

3. FEES AND PAYMENT SCHEDULE; INVOICING:

The fees and payment schedule for furnishing Services under this Agreement shall be as set forth in Exhibit I and by this reference incorporated herein. ZGlobal shall provide MCE with its Federal Tax I.D. number prior to submitting an invoice. ZGlobal is responsible for billing MCE in a timely and accurate manner. ZGlobal shall email invoices to MCE on a monthly basis for any Services rendered or expenses incurred hereunder. Fees and expenses invoiced beyond 90 days will not be reimbursable. The final invoice must be submitted within 30 days of completion of the stated scope of services or termination of this Agreement. MCE will process payment for undisputed invoiced amounts within 30 days. Any payment that is not received by ZGlobal on or before the date required shall accrue interest at a rate of 3% per annum. MCE shall have the right to set off against such payment any amounts due and owing by ZGlobal to MCE. Interest shall not accrue on a payment that is not made because of a bona fide dispute between MCE and ZGlobal over the amount of payment or compliance with the Agreement.

4. MAXIMUM COST TO MCE:

In no event will the cost to MCE for the Services to be provided herein exceed the maximum sum for each Service listed in Exhibit I.

5. TERM OF AGREEMENT:

This Agreement shall become effective on November 1, 2023, and shall continue, unless terminated earlier in accordance with the terms of this Agreement, until October 31, 2026 (the “Term”).

6. INSURANCE AND SAFETY:

All required insurance coverages shall be substantiated with a certificate of insurance and must be signed by the insurer or its representative evidencing such insurance to MCE. The general liability policy shall be endorsed naming Marin Clean Energy and its employees, officers and agents as additional insureds. The certificate(s) of insurance and required endorsement shall be furnished to MCE prior to commencement of work. Each certificate shall provide for thirty (30) days advance written notice to MCE of any cancellation or reduction in coverage. Certificate(s) of Insurance must be current as of the Effective Date and shall remain in force through the Term of this Agreement and shall be payable on a per occurrence basis only, except those required by paragraph 6.4 which may be provided on a claims-made basis consistent with the criteria noted therein.

Nothing herein shall be construed as a limitation on ZGlobal's obligations under paragraph 17 of this Agreement to indemnify, defend and hold MCE harmless from any and all liabilities arising from ZGlobal’s negligence, recklessness or willful misconduct in the performance of this Agreement. MCE agrees to timely notify ZGlobal of any negligence claim.

Failure to provide and maintain the insurance required by this Agreement will constitute a material breach of the agreement. In addition to any other available remedies, MCE may suspend payment to ZGlobal for any Services provided during any time that insurance was not in effect and until such time as ZGlobal provides adequate evidence that ZGlobal has obtained the required coverage.

6.1 GENERAL LIABILITY
ZGlobal shall maintain a commercial general liability insurance policy in an amount of no less than two million dollars ($2,000,000) with a four million dollar ($4,000,000) aggregate limit. MCE shall be named as an additional insured on the commercial general liability policy and the Certificate of Insurance shall include an additional endorsement page. (see sample form: ISO - CG 20 10 11 85).

6.2 AUTO LIABILITY
Where the Services to be provided under this Agreement involve or require the use of any type of vehicle by ZGlobal in order to perform said Services, ZGlobal shall also provide comprehensive business or commercial automobile liability coverage including non-owned and hired automobile liability in the amount of one million dollars combined single limit ($1,000,000.00).

6.3 WORKERS’ COMPENSATION
ZGlobal acknowledges the State of California requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor Code. If ZGlobal has employees, a copy of the AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

Second Amended and Restated Scheduling Services Agreement

certificate evidencing such insurance or a copy of the Certificate of Consent to Self-Insure shall be provided to MCE prior to commencement of work.

6.4 PROFESSIONAL LIABILITY INSURANCE (REQUIRED IF CHECKED ☐ ) Coverages required by this paragraph may be provided on a claims-made basis with a “Retroactive Date” either prior to the date of the Agreement or the beginning of the contract work. If the policy is on a claims-made basis, coverage must extend to a minimum of twelve (12) months beyond completion of contract work. If coverage is cancelled or non-renewed, and not replaced with another claims made policy form with a “retroactive date” prior to the Agreement effective date, ZGlobal must purchase “extended reporting” coverage for a minimum of twelve (12) months after completion of contract work. ZGlobal shall maintain a policy limit of not less than $1,000,000 per incident. If the deductible or self-insured retention amount exceeds $100,000, MCE may ask for evidence that ZGlobal has segregated amounts in a special insurance reserve fund or ZGlobal’s general insurance reserves are adequate to provide the necessary coverage and MCE may conclusively rely thereon.

6.5 PRIVACY AND CYBERSECURITY LIABILITY. Privacy and cybersecurity liability (including costs arising from data destruction, hacking or intentional breaches, crisis management activity related to data breaches, and legal claims for security breach, privacy violations, and notification costs) of at least $1,000,000 US per occurrence.

ZGlobal shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement. ZGlobal shall monitor the safety of the job site(s) during the project to comply with all applicable federal, state, and local laws, and to follow safe work practices.

7. NONDISCRIMINATORY EMPLOYMENT:

ZGlobal and/or any permitted subcontractor, shall not unlawfully discriminate against any individual based on race, color, religion, nationality, sex, sexual orientation, age or condition of disability. ZGlobal and/or any permitted subcontractor understands and agrees that ZGlobal and/or any permitted subcontractor is bound by and will comply with the nondiscrimination mandates of all federal, state and local statutes, regulations and ordinances.

8. SUBCONTRACTING:

ZGlobal shall not subcontract nor assign any portion of the work required by this Agreement without prior written approval of MCE except for any subcontract work identified herein. If ZGlobal hires a subcontractor under this Agreement, ZGlobal shall require subcontractor to provide and maintain insurance coverage(s) identical to what is required of ZGlobal under this Agreement and shall require subcontractor to name ZGlobal as additional insured under this Agreement. It shall be ZGlobal’s responsibility to collect and maintain current evidence of insurance provided by its subcontractors and shall forward to MCE evidence of same. Nothing contained in this Agreement or otherwise stated between the parties shall create any legal or contractual relationship between MCE and any subcontractor, and no subcontract shall relieve ZGlobal of any of its duties or obligations under this Agreement. ZGlobal shall be solely responsible for ensuring its subcontractors’ compliance with the terms and conditions of this Agreement. ZGlobal's obligation to pay its subcontractors is an independent obligation from MCE’s obligation to make payments to ZGlobal. As a result, MCE shall have no obligation to pay or to enforce the payment of any moneys to any subcontractor.

9. ASSIGNMENT:

The rights, responsibilities and duties under this Agreement are personal to ZGlobal and may not be transferred or assigned without the express prior written consent of MCE.

10. RETENTION OF RECORDS AND AUDIT PROVISION:

ZGlobal and any subcontractors authorized by the terms of this Agreement shall keep and maintain on a current basis full and complete documentation and accounting records, employees’ time sheets, records and correspondence pertaining to this Agreement and the Services provided hereunder. Such records shall include, but not be limited to, documents supporting all income, invoices and all expenditures. MCE shall have the right, during regular business hours, to review and audit all records relating to this Agreement during the Contract period and for at least five (5) years from the date of the completion or termination of this Agreement. Any review or audit may be conducted on ZGlobal's premises or, at MCE's option, ZGlobal shall provide all records within a maximum of fifteen (15) days upon receipt of written notice from MCE. ZGlobal shall refund any monies erroneously charged. ZGlobal shall have an opportunity to review and respond to or refute any report or summary of audit findings, and shall promptly refund any overpayments made by MCE based on undisputed audit findings.

11. WORK PRODUCT:

All finished and unfinished reports, records, databases, lists, data files, documents, forecasts, and other writings prepared by and for ZGlobal, its officers, employees and agents in the course of implementing this Agreement shall become the sole property of MCE upon payment to ZGlobal for such work. MCE shall have the exclusive right to use such materials in its sole discretion without further compensation to ZGlobal or to any other party. ZGlobal agrees not to use MCE Data in a manner that will allow ZGlobal or other ZGlobal AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

Second Amended and Restated Scheduling Services Agreement

clients to benefit from this data. ZGlobal shall, at MCE’s expense, provide such reports, plans, studies, documents and writings to MCE or any party MCE may designate, upon written request. ZGlobal may keep file reference copies of all documents prepared for MCE.

12. TERMINATION:

12.1 If either Party fails to comply with the terms of this Agreement and such breach is not cured within ten (10) calendar days of written notice thereof by the other Party, violates any ordinance, regulation or other law which applies to its performance herein, makes an assignment or any general arrangement for the benefit of creditors, files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors, or has such petition filed against it, or otherwise becomes bankrupt or insolvent (however evidenced), or becomes unable to pay its debts as they fall due, then either Party may terminate this Agreement by giving five (5) business days’ written notice to the other party. If ZGlobal fails to maintain the Performance Assurance in accordance with Section 18, or ZGlobal’s representations or warranties set forth herein are no longer true or correct, and such representation or warranty is not corrected within ten (10) calendar days after written notice is given to ZGlobal, then MCE may terminate this Agreement by giving five (5) business days’ written notice to ZGlobal.

12.2 ZGlobal shall be excused for failure to perform Services and MCE shall be excused for failure to make payments owed pursuant to this Agreement if such Services or payments are prevented by acts of God, strikes, labor disputes or other forces over which the responsible party has no control.

12.3 MCE may terminate this Agreement for any reason by giving three hundred sixty five (365) calendar days’ written notice to ZGlobal. ZGlobal may terminate this Agreement for any reason by giving three hundred sixty five (365) calendar days’ written notice to MCE. Notice of termination shall be by written notice to the other parties and be sent by registered mail or by email to the email address listed in Section 20 Invoices: Notices. For the avoidance of doubt, MCE may request the cancellation of a Service on ten (10) calendar days’ prior written notice to ZGlobal without terminating the Agreement.

12.4 In the event of termination not the fault of ZGlobal, ZGlobal shall be paid for Services performed to the date of termination in accordance with the terms of this Agreement so long as proof of required insurance is provided for the periods covered in the Agreement or Amendment(s). Notwithstanding anything contained in Section 12, in no event shall MCE be liable for lost or anticipated profits or overhead on uncompleted portions of the Services. ZGlobal shall not enter into any agreement, commitments or subcontracts that would incur significant cancelation or termination costs without prior written approval of MCE, and such written approval shall be a condition precedent to the payment of any cancellation or termination charges by MCE under this Section 12. Also, as a condition precedent to the payment of any cancellation or termination charges by MCE under this Section 12, ZGlobal shall have delivered to MCE any and all reports, drawings, documents and deliverables prepared for MCE before the effective date of such cancellation or termination.

12.5 This Agreement shall be subject to changes, modifications, or termination by order or directive of the California Public Utilities Commission (“CPUC”) or CAISO. The CPUC and CAISO may from time to time issue an order or directive relating to or affecting any aspect of this Agreement, in which case MCE shall have the right to change, modify or terminate this Agreement in any manner to be consistent with such order or directive. MCE may also terminate this Agreement if funding for this Agreement is reduced or eliminated by a third-party funding source.

12.6 Without limiting the foregoing, if either party’s activities hereunder become subject to law or regulation of any kind, which renders the activity illegal, unenforceable, or which imposes additional costs on such party for which the parties cannot mutually agree upon an acceptable price modification, then such party shall at such time have the right to terminate this Agreement upon written notice to the other party with respect to the illegal, unenforceable, or uneconomic provisions only, and the remaining provisions will remain in full force and effect.

12.7 Upon MCE’s termination of this Agreement for any reason, ZGlobal shall, and shall cause each of its employees, contractors, agents, contractors and members (each a “ZGlobal Party” and, collectively, the “ZGlobal Parties”) to, bring the Services to an orderly conclusion as directed by MCE, including providing MCE assistance with onboarding a new vendor, and to terminate the designation of ZGlobal as agent for MCE. MCE, at its option, may take possession of any portion of the Services paid for by MCE. Additionally, as part of the transfer of a Service or Services under this Section 12.7, ZGlobal agrees to assign to MCE, to the extent ZGlobal is permitted by its agreements, at MCE’s request, any underlying agreements with third-party software or service providers necessary for continued performance of the Service or Services, including the Information Resources.

13. AMENDMENT:

This Agreement may be amended or modified only by written agreement of the Parties.

14. ASSIGNMENT OF PERSONNEL:

ZGlobal may substitute personnel performing the Services with substantially equal or better qualifications and experience and shall notify MCE of such change.

15. GOVERNING LAW AND VENUE:

AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

Second Amended and Restated Scheduling Services Agreement

This Agreement shall be governed by the internal laws of the State of California, without giving effect to any choice of law rules that may require the application of the laws of another jurisdiction. In the event of any litigation to enforce or interpret any terms of this Agreement, such action shall be brought in a Superior Court of the State of California located in Marin County (or if the federal courts have exclusive jurisdiction over the subject matter of the dispute, in the U.S. District Court for the Northern District of California), and the parties hereby submit to the exclusive jurisdiction of such courts.

16. DISPUTES:

Either Party may give the other Party written notice of any dispute which has not been resolved at a working level. Any dispute that cannot be resolved between ZGlobal’s contract representative and MCE’s contract representative by good faith negotiation efforts shall be referred to legal counsel of MCE and an officer of ZGlobal for resolution. Within 20 calendar days after delivery of such notice, such persons shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary to exchange information and to attempt to resolve the dispute. If MCE and ZGlobal cannot reach an agreement within a reasonable period of time (but in no event more than 30 calendar days), MCE and ZGlobal shall have the right to pursue all rights and remedies that may be available at law or in equity. In particular, ZGlobal shall have the right to request arbitration or mediation to resolve the dispute and MCE shall be required to participate in arbitration or mediation in good faith. All negotiations and any mediation agreed to by the Parties are confidential and shall be treated as compromise and settlement negotiations, to which Section 1119 of the California Evidence Code shall apply, and Section 1119 is incorporated herein by reference.

17. REPRESENTATIONS; WARRANTIES; INDEMNIFICATION:

17.1 LICENSING. At all times during the performance of the Services, ZGlobal represents, warrants and covenants that it has and shall, and shall cause each ZGlobal Party to obtain and maintain, at its sole cost and expense, all required Permits, licenses, certificates and registrations required for the operation of its business and the performance of the Services. ZGlobal shall promptly provide copies of such licenses and registrations to MCE at the request of MCE.

17.2 ZGLOBAL REPRESENTATIONS AND WARRANTIES. ZGlobal represents and warrants that (a) it is limited liability company duly organized, validly existing and in good standing under the laws of the State of California, (b) it has full power and authority and all regulatory authorizations required to execute, deliver and perform its obligations under this Agreement and all exhibits and addenda and to engage in the business it presently conducts and contemplates conducting, (c) it is and will be duly licensed or qualified to do business and in good standing under the laws of the State of California and each other jurisdiction wherein the nature of its business transacted by it makes such licensing or qualification necessary and were the failure to be licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder, (d) it possesses the requisite expertise to perform its obligations hereunder, (e) the execution, delivery and performance of this Agreement and all exhibits and addenda hereto are within its powers and do not violate the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it, (f) this Agreement and each exhibit and addendum constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, and (g) it is not bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming bankrupt.

17.3 MCE REPRESENTATIONS AND WARRANTIES. MCE represents and warrants that (a) it is a joint powers authority duly organized and validly existing under the laws of the State of California, (b) it has full power and authority and all regulatory authorizations required to execute, deliver and perform its obligations under this Agreement and all exhibits and addenda and to engage in the business it presently conducts and contemplates conducting, (c) the execution, delivery and performance of this Agreement and all exhibits and addenda hereto are within its powers and do not violate the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it, (d) this Agreement and each exhibit and addendum constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, and (e) it is not bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming bankrupt.

17.4 SAFETY. During the Term of this Agreement, ZGlobal continuously represents, warrants and covenants that it shall, and shall cause each ZGlobal Party to:
(a) abide by all applicable federal and state Occupational Safety and Health Administration requirements and other applicable federal, state, and local rules, regulations, codes and ordinances to safeguard persons and property from injury or damage;
(b) abide by all applicable MCE security procedures, rules and regulations and cooperate with MCE security personnel whenever on MCE’s property;
(c) abide by MCE’s standard safety program contract requirements as may be provided by MCE to ZGlobal from time to time;
AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

Second Amended and Restated Scheduling Services Agreement

(d) provide all necessary training to its employees, and require subcontractors to provide training to their employees, about the safety and health rules and standards required under this Agreement; and (e) have in place an effective Injury and Illness Prevention Program that meets the requirements, all applicable laws and regulations, including but not limited to Section 6401.7 of the California Labor Code. Additional safety requirements (including MCE’s standard safety program contract requirements) are set forth elsewhere in the Agreement, as applicable, and in MCE’s safety handbooks as may be provided by MCE to ZGlobal from time to time.

17.5ANNUAL UPDATES. Upon the request of MCE on or prior to the anniversary of the Effective Date and no later than thirty (30) days after each anniversary of the Effective Date, ZGlobal and MCE shall confirm in writing to MCE that its representations and warranties set forth above remain true and correct.

17.6INDEMNIFICATION. ZGlobal agrees to indemnify, defend, and hold MCE, its employees, officers, and agents harmless from any and all losses, claims, damages and liabilities including, but not limited to, third-party claims, litigation costs, attorney's fees, other professional fees and fines or penalties imposed by a governmental authority arising from any and all claims and losses to any persons or property who may be injured or damaged by reason of ZGlobal's negligence, recklessness, fraud, breach, violation of applicable law or willful misconduct in the performance of this Agreement.

18. PERFORMANCE ASSURANCE:

18.1 PERFORMANCE ASSURANCE. As a condition of MCE’s obligations hereunder, ZGlobal shall provide to MCE no later than the Effective Date and thereafter maintain throughout the Term cash or an irrevocable, stand-by letter of credit (the “Performance Assurance”) in the amount of One Million Dollars ($1,000,000). The Performance Assurance shall be held by MCE as security for ZGlobal’s performance hereunder and will be returned to ZGlobal at the end of the Term upon the satisfaction of ZGlobal’s obligations under this Agreement (net of any amounts applied to ZGlobal’s obligations. If ZGlobal establishes the Performance Assurance by means of a letter of credit, the letter of credit must be provided in a form and from a bank reasonably acceptable to MCE, effective from the date of issuance until a date that is six (6) months following the last day of the Term. All costs and expenses relating to the procurement and maintenance of the Performance Assurance shall be borne solely by ZGlobal.

18.2 SECURITY INTEREST IN PERFORMANCE ASSURANCE. To secure its obligations under this Agreement, and until released as provided herein, ZGlobal hereby grants to MCE a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right to net against), and assignment of the Performance Assurance and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of MCE, and ZGlobal agrees to take all action as MCE reasonably requires in order to perfect MCE’s Security Interest in, and lien on (and right to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof.

18.3 REMEDIES UPON A ZGLOBAL EVENT OF DEFAULT. Upon or any time after the occurrence of, and during the continuation of, a default by ZGlobal which ZGlobal has not cured within thirty (30) days of delivery of notice of such default by MCE, or such time as ZGlobal owes compensation, damages, liquidated damages, costs, expenses or any other amounts under this Agreement, which, in each such case, ZGlobal has failed to pay to MCE within a thirty (30) day period, MCE may do any one or more of the following:
(a) Exercise any of its rights and remedies with respect to the Performance Assurance, including any such rights and remedies under law then in effect;
(b) Draw on any outstanding letter of credit issued for its benefit; and (c) Liquidate all Performance Assurance then held by or for the benefit of MCE free from any claim or right of any nature whatsoever of ZGlobal, including any equity or right of purchase or redemption by ZGlobal.

MCE shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce ZGlobal’s obligations under this Agreement (ZGlobal remains liable for any amounts owing to MCE after such application), subject to MCE’s obligation to return any surplus proceeds remaining after these obligations are satisfied.

19. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF MCE:

MCE 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 the Joint Powers Agreement and is a public entity separate from its constituent members. MCE shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. ZGlobal shall have no rights and shall not make any claims, take any actions or assert any remedies against any of MCE’s constituent members in connection with this Agreement.

20. COMPLIANCE WITH APPLICABLE LAWS:

ZGlobal shall comply with any and all applicable federal, state and local laws, regulations and resolutions (including, but not limited to all CPUC orders, the CAISO Tariff, any applicable FERC orders, the County of Marin Nuclear Free Zone, Living Wage Ordinance, AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

Second Amended and Restated Scheduling Services Agreement

and Resolution #2005-97 of the Marin County Board of Supervisors prohibiting the off-shoring of professional services involving employee/retiree medical and financial data) affecting Services covered by this Agreement.

21. INVOICES; NOTICES:

This Agreement shall be managed and administered on MCE’s behalf by the Contract Manager named below. All invoices shall be submitted by email to:

Email Address: [email protected]
All other notices shall be given to MCE at the following location:

Contract Manager: Troy Nordquist
MCE Address: 1125 Tamalpais Avenue
San Rafael, CA 94901
Email Address: [email protected]
Telephone No.: (415) 464-6027
Notices shall be given to ZGlobal at the following address:

ZGlobal: Ziad Alaywan
Address: 604 Sutter Street, Suite 250
Folsom, CA 95630
Email Address: [email protected]
Telephone No.: 916-985-9461

22. DATA COLLECTION AND OWNERSHIP REQUIREMENTS:

22.1. DEFINITION OF “MCE DATA”. “MCE Data” shall mean all data or information provided by or on behalf of MCE, including but not limited to, energy transactional and settlement data, customer Personal Information; energy usage data relating to, of, or concerning, provided by or on behalf of any customers; all data or information input, information systems and technology, software, methods, forms, manuals, and designs, transferred, uploaded, migrated, or otherwise sent by or on behalf of MCE to ZGlobal as MCE may approve of in advance and in writing (in each instance); account numbers, forecasts, congestion rights revenue summary data and positions, and other similar information disclosed to or otherwise made available to ZGlobal. MCE Data shall also include all data and materials provided or made available to ZGlobal by MCE’s licensors, including but not limited to, any and all survey responses, feedback, and reports subject to any limitations or restrictions set forth in the agreements between MCE and their licensors. For avoidance of doubt, any data provided to MCE by a third party, including but not limited to forecasting data, which is disclosed to ZGlobal or to which MCE has provided ZGlobal with access shall constitute MCE Data. ZGlobal agrees not to use MCE Data in a manner that will allow ZGlobal or other ZGlobal clients to benefit from this data.
“Confidential Information” under this Agreement shall have the same meaning as defined in the Marin Clean Energy Non-Disclosure Agreement between the parties dated February 18, 2022.

22.2. DEFINITION OF “PERSONAL INFORMATION”. “Personal Information” includes but is not limited to the following: personal and entity names, e-mail addresses, addresses, phone numbers, any other public or privately-issued identification numbers, IP addresses, MAC addresses, and any other digital identifiers associated with entities, geographic locations, users, persons, AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

Second Amended and Restated Scheduling Services Agreement

machines or networks. ZGlobal shall comply with all applicable laws, rules, and regulations related to the use, collection, storage, and transmission of Personal Information.

22.3. MCE DATA SECURITY MEASURES. Prior to ZGlobal receiving any MCE Data, ZGlobal shall comply, and at all times thereafter continue to comply, in compliance with MCE’s Data security policies set forth in MCE Policy 009 and MCE’s Advanced Metering Infrastructure (AMI) Data Security and Privacy Policy (“Security Measures”) and pursuant to MCE’s Confidentiality provisions in Section 5 of the Marin Clean Energy Non-Disclosure Agreement between the parties dated February 18, 2022. MCE’s Security Measures and Confidentiality provisions require ZGlobal to adhere to reasonable administrative, technical, and physical safeguard protocols to protect the MCE’s Data from unauthorized handling, access, destruction, use, modification or disclosure.

22.4. ZGLOBAL DATA SECURITY MEASURES. Additionally, ZGlobal shall, at its own expense, adopt and continuously implement, maintain and enforce reasonable technical and organizational measures, consistent with the sensitivity of Personal Information and Confidential Information including, but not limited to, measures designed to (1) prevent unauthorized access to, and otherwise physically and electronically protect, the Personal Information and Confidential Information, and (2) protect MCE content and data against unauthorized or unlawful access, disclosure, alteration, loss, or destruction.

22.5. RETURN OF MCE DATA. Promptly after this Agreement terminates or expires (i) ZGlobal will securely destroy all MCE Data in its possession with respect to each terminated and certify the secure destruction in writing to MCE, and (ii) each party will return (or if requested by the disclosing party, destroy) all other Confidential Information and property of the other (if any) with respect to each terminated, provided that ZGlobal’s attorney shall be permitted to retain a copy of such records or materials solely for legal purposes.

22.6. OWNERSHIP AND USE RIGHTS.
c) MCE Data. Unless otherwise expressly agreed to by the Parties, MCE shall retain all of its rights, title and interest in MCE’s Data.
d) Intellectual Property. Unless otherwise expressly agreed to by the Parties, any and all materials, information, or other work product created, prepared, accumulated or developed by ZGlobal or any ZGlobal Party under this Agreement (“Intellectual Property”), including inventions, patent rights, trade secrets, mask works and copyrights, processes, templates, documents, drawings, computer programs, designs, calculations, maps, plans, workplans, text, filings, estimates, manifests, certificates, books, specifications, sketches, models, notes, reports, summaries, analyses, manuals, visual materials, lists, data files, customer communications and correspondence, customer bills and invoices, training materials, recordings, data models and samples, including summaries, extracts, analyses and preliminary or draft materials developed in connection therewith, shall be owned by MCE on behalf and for the benefit of their respective customers. For the avoidance of doubt, ZGlobal’s methodologies and know-how used to prepare Intellectual Property as defined herein, shall be owned by ZGlobal.
e) Intellectual Property will be owned by MCE upon its creation. ZGlobal agrees to execute any such other documents or take other actions as MCE may reasonably request to perfect MCE’s ownership in the Intellectual Property. f) ZGlobal’s Pre‐Existing Materials. If, and to the extent ZGlobal retains any preexisting ownership rights (“ZGlobal’s Pre‐ Existing Materials”) in any of the materials furnished to be used to create, develop, and prepare the Intellectual Property, ZGlobal hereby grants MCE on behalf of its customers and the CPUC for governmental and regulatory purposes an irrevocable, assignable, non‐exclusive, perpetual, fully paid up, worldwide, royalty‐free, unrestricted license to use and sublicense others to use, reproduce, display, prepare and develop derivative works, perform, distribute copies of any intellectual or proprietary property right of ZGlobal or any ZGlobal Party for the sole purpose of using such Intellectual Property for the conduct of MCE’s business and for disclosure to the CPUC for governmental and regulatory purposes related thereto. Unless otherwise expressly agreed to by the Parties, ZGlobal shall retain all of its rights, title and interest in ZGlobal’s Pre‐Existing Materials. Any and all claims to ZGlobal’s Pre‐Existing Materials to be furnished or used to prepare, create, develop or otherwise manifest the Intellectual Property must be expressly disclosed to MCE prior to performing any Services under this Agreement. Any such Pre-Existing Material that is modified by work under this Agreement is owned by MCE. For avoidance of doubt and notwithstanding the foregoing, forecasting reports prepared by ZGlobal that are based upon or include any MCE Data shall be the sole property of MCE and shall be treated as MCE Data.
g) Information Access. ZGlobal shall provide MCE and MCE’s designated representatives and consultants with access to the software, databases, data, and information portal(s) identified in Exhibit G (collectively, the “Information Resources”).

23. FINANCIAL STATEMENTS:

ZGlobal shall deliver financial statements as may be reasonably requested by MCE from time to time. Such financial statements or documents shall be for the most recently available audited or reviewed period and prepared in accordance with generally accepted AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

Second Amended and Restated Scheduling Services Agreement

accounting principles. MCE shall keep such information confidential if requested by ZGlobal, except as provided by law and provision to the CPUC may be required from time to time under confidentiality procedures, where applicable.

24. QUALITY ASSURANCE PROCEDURES:

ZGlobal shall comply with the following requirements (the “Quality Assurance Procedures”): (i) CAISO Tariff and Business Practice Manuals; (ii) procedures that ensure customer satisfaction; (iii) pertinent laws and regulations; and (iv) any additional written direction from MCE.

25. SEVERABILITY:

Should any provision of this Agreement be held invalid or unenforceable by a court of competent jurisdiction, such invalidity will not invalidate the whole of this Agreement, but rather, the remainder of the Agreement which can be given effect without the invalid provision, will continue in full force and effect and will in no way be impaired or invalidated.

26. COMPLETE AGREEMENT:

This Agreement along with any attached Exhibits and the Marin Clean Energy Non-Disclosure Agreement between the parties dated February 18, 2022 constitute the entire Agreement between the parties. No modification or amendment shall be valid unless made in writing and signed by each party. Failure of either party to enforce any provision or provisions of this Agreement will not waive any enforcement of any continuing breach of the same provision or provisions or any breach of any provision or provisions of this Agreement.

27. COUNTERPARTS:

This Agreement may be executed in one or more counterparts each of which shall be deemed an original and all of which shall be deemed one and the same Agreement.

28. RELATIONSHIP OF THE PARTIES: ZGlobal shall act as MCE’s agent while performing the Services hereunder. Except when and to the extent that ZGlobal is performing the Services, neither Party has the right, power or authority to assume, create or incur any liability or obligation, express or implied, against, in the name of or on behalf of the other Party, or to enter into any agreement or undertaking for, or act as or be an agent or legal representative of, or otherwise bind, the other Party. Further, this Agreement shall not be interpreted or construed as creating any relationship of employment, association, joint venture, franchise or partnership between the Parties, or any other arrangement other than the contractual arrangement expressly set forth in this Agreement. Subject to Section 22 above, nothing in this Agreement shall preclude ZGlobal from performing services similar to the Services for other clients.

29. Time: Time is of the essence in this Agreement and each and all of its provisions.

30. Preparation of Agreement. This Agreement was prepared jointly by the Parties, each Party having had access to advice of its own counsel, and not by either Party to the exclusion of the other Party, and this Agreement shall not be construed against either Party as a result of the manner in which this Agreement was prepared, negotiated or executed.

31. Survival: Notwithstanding any provision herein to the contrary, Sections 10, 11, 15, 16, 17.5, 18, 19, 21 and 22 shall survive the termination or expiration of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

APPROVED BY
Marin Clean Energy:

By:__________________________________
CEO
Name:_______________________________
Date:__________________
By:__________________________________
Chairperson
Name:_______________________________
Date:__________________
ZGLOBAL:

By:__________________________________
CEO
Name:_______________________________
Date:________________________________
AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

Second Amended and Restated Scheduling Services Agreement

MODIFICATIONS TO STANDARD SHORT FORM
Standard Content Has Been Modified
List sections affected: ____Section 1, 3, 4, 5, 6, 11, 12, 14, 15, new section 18 added, standard section 21 omitted, section 22, standard sections 23 and 24, section 26, standard 26-28 omitted new sections 28- 31 added.
__________________________________________________________________________________________________ Approved by MCE Counsel: ___________________________________________ Date: _______________ AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

A-1

EXHIBIT A

DEFINITIONS
Each of the following capitalized terms shall, for all purposes of this Agreement, have the respective meanings set forth below. All capitalized terms not otherwise defined herein shall have the meanings given to them in the CAISO Tariff.
“ACS Energy” means wholesale electricity provided by an entity that owns or operates electricity generating facilities or serves as an exclusive marketer for certain generating facilities even though it does not own them, and is assigned a supplier-specific identification number and specified source emission factor by the California Air Resources Board for the wholesale electricity procured from its system and imported into California. “Agreement” means this Second Amended and Restated Scheduling Services Agreement, including all exhibits attached to this Agreement, as amended, modified, or supplemented from time to time. “Applicable Laws” means all constitutions, treaties, laws, ordinances, rules, rulings, regulations, orders, interpretations, Permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to either or both of the Parties, the MCE Assets, the Services or the terms of this Agreement. For purposes of this Agreement, Applicable Laws shall include the CAISO Tariff and all CAISO business practice manuals. “Balancing Authority” or “Balancing Authorities” means the entity or entities responsible for integrating resource plans ahead of time, maintaining load-interchange-generation balance within a Balancing Authority Area, and supporting interconnection frequency in real time.
“Balancing Authority Area” means the collection of generation, transmission, and loads within the metered boundaries of the Balancing Authority. The Balancing Authority maintains load-resource balance within this area. “Business Day” means any Day other than a Saturday, a Sunday, the day after Thanksgiving, or a Day on which commercial banks in California are authorized or required to close. “California Carbon Allowance” means a certificate or permit that represents the legal right to emit one tonne (metric ton) of carbon dioxide or equivalent greenhouse gas. Such certificates or permits are issued to companies and organizations by the California Air Resources Board.
“California Independent System Operator” and “CAISO” mean the California Independent System Operator. “CAISO Tariff” means the CAISO FERC approved Tariff, as amended from time to time. “Co-Located Resource” means a resource that shares a point-of-interconnection with at least one other resource and is identified by the CAISO with its own independent resource identifier in the CAISO’s full network model. “CRR” means Congestion Revenue Rights which refers to financial instruments, made available through the CRR allocation, CRR auction and Secondary Registration System, that enable CRR holders to manage variability in congestion costs based on locational marginal pricing as described in the CAISO Tariff. “MCE Assets” has the meaning set forth in Exhibit B.
“MCE Assets Operating Parameters” means the various operating parameters set forth in Exhibit B. “MCE Designated Bank Account” means the bank account that MCE has established to transfer funds from and to the CAISO for settlement of CAISO obligations as a result of activity from MCE’s Scheduling Coordinator ID. “Day” means a calendar day beginning at 12:00 midnight, Pacific Time. “Effective Date” has the meaning set forth in the introductory paragraph of this Agreement. “Energy” means electricity measured in MWh.
“Energy Storage Resource” means a facility that absorbs and stores electricity produced at one time for discharge at a later time.

AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

B-2
“Estimated Aggregate Liability” means the sum of MCE’s known and reasonably estimated potential liabilities for a specified period arising from charges described in the CAISO Tariff. “Financial Settlement Services” has the meaning set forth in Exhibit D. “Forecasting Services” has the meaning set forth in Exhibit E. “Force Majeure” means, in respect of a non-performing Party, an event beyond the reasonable control of the non-performing Party that the non-performing Party is unable to prevent, avoid or overcome through the exercise of diligent efforts, and that is not the result of the non-performing Party’s fault or negligence or failure to comply with any provision of this Agreement. The following events, among others, shall, to the extent they meet the requirements set forth in the immediately preceding sentence, constitute Force Majeure: acts of God, landslide, lightning, earthquake, fire, explosion, flood, storm, hurricane, tornado, storm, insurrection, war, blockade, riot, civil disturbance, sabotage, terrorism and embargo.
“Forced Outage” an Outage for which sufficient notice cannot be given to allow the Outage to be factored into CAISO’s day-ahead market or real time market bidding processes. “Good Industry Practice” means those practices, methods and acts that would be implemented and followed by prudent service providers in the Western United States during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made or that reasonably should have been known at the time a decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety, environmental protection, economy and expedition and shall include, at a minimum, those professionally responsible practices, methods and acts that comply with applicable standards and the requirements of Governmental Authorities, WECC standards, WREGIS Standards, the CAISO and Applicable Laws. “Governmental Authority” means any federal, state, local, municipal, tribal or other governmental, administrative, judicial or regulatory entity having or asserting jurisdiction over a Party, the MCE Assets, the Services or this Agreement.
“Hybrid Resource” means an aggregate resource consisting of a variable energy resource and an Energy Storage resource that share a point-of-interconnection and is identified by the CAISO with its own independent resource identifier in the CAISO’s full network model.
“IST” means a trade between Scheduling Coordinators of Energy, Ancillary Services, or Integrated Forward Market Load Uplift Obligation in accordance with the CAISO Tariff. “Large Hydroelectric” means a hydroelectric facility of megawatt capacity that exceeds the capacity allowed for inclusion as an Eligible Renewable Resource that can be used by California Load Serving Entities to count toward satisfying Renewable Portfolio Standard obligations.
“Month” means a calendar month.
“Parties” means ZGlobal and MCE.
“Party” means either ZGlobal or MCE.
“Performance Assurance” has the meaning set forth in Section 18. “Permit” means any license, permit, approval, consent, authorization, waiver, exemption, variance, franchise or similar order of or from any Governmental Authority.
“Outage” means disconnection, separation or reduction in capacity, planned or forced, of one or more elements of an electric system.
“Participating Generator Agreement” means an agreement between CAISO and the owner of a generator that participates in the CAISO markets, a pro forma version of which is set forth in Appendix B.2 to the CAISO Tariff. “Portfolio Management Services” has the meaning set forth in Exhibit F.

AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

B-3
“Scheduling Coordinator” or “SC” means any entity certified by the CAISO for the purposes of undertaking the functions identified in the CAISO Tariff for Scheduling Coordinators. “Scheduling Coordinator Agent” means ZGlobal performing Scheduling Coordinator services described in this agreement on behalf of MCE under MCE’s capacity as a CAISO certified, Scheduling Coordinator. MCE activity as Scheduling Coordinator shall be associated with “SCID MCEE” and/or other SCIDs as determined by the CAISO and MCE.
“Scheduling Coordinator Services” has the meaning set forth in Exhibit C. “Security Interest” has the meaning in Section 18.2.
“Service” means any of the Services expressly identified in Section 1 (and set forth in the corresponding exhibits) to be performed by ZGlobal under this Agreement.
“Services Fees” means the various fees for Services performed under this Agreement as set forth in Exhibit I. “Transmission Owner/Operator” means an entity owning or operating transmission facilities or having firm contractual rights to use such transmission facilities.
“WECC” means the Western Electricity Coordinating Council and its successors.

AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

B-4

EXHIBIT B
MCE Assets
MCE Assets.

MCE’s list of assets subject to this Agreement (e.g., generators) and, if applicable, load and types of transactions to be scheduled (i.e., CAISO ISTs, imports/exports and WECC bilateral transactions) (collectively, the “MCE Assets”) shall be updated from time to time upon the mutual, written consent of the Parties. MCE shall provide updated assets to ZGlobal as agreements are executed.
• Load
o Load scheduled at PG&E DLAP = Approximately 1,200 MW annual peak • Supply
o MCEE_TRCYPGAE_I_F_CVP1
o CORCAN_1_SOLAR2
o BAHIA_2_LKHSR1
o GOOSLK_1_SOLAR1
o KRNCNY_6_UNIT
o LTBERA_1_LB1SR1
o LTBEAR_1_LB3SR3
o LTBEAR_1_LB4SR4
o LTBEAR_1_LB4SR5
o PEABDY_2_LNDFIL
o BGSKYN_2_AS2SR1
o GARNET_1_UNITS
o MSTANG_2_SOLAR4
o NOVATO_6_LNDFL
o RICHMN_1_SOLAR
o RICHMN_1_CHVSR2
o HERDLN_6_BYHSR1
o SISPRG_2_DS3BT2
o SISPRG_2_DS3SR2
• Distributed Resource Management for the Richmonf Virtual Power Plant o Up to 2056 kWh of energy storage and 1500kW of flexible load resources Operating Parameters.

The various operating parameters for the MCE Assets are set forth in the agreements below, as may be supplemented from time to time by MCE upon prior written notice to ZGlobal (“MCE Assets Operating Parameters”). • Power Purchase Agreements
• Meter Service Agreements
• Participating Generator Agreements
• Transmission Service Agreements
• Qualified Reporting Entity Agreements
[End of Exhibit B]
AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

C-1

EXHIBIT C
Scheduling and Outage Coordination Services
This Exhibit C details the scheduling and outage coordinator services (“Scheduling Coordinator Services”) to be performed or provided by ZGlobal under this Agreement.

1. Categories of Scheduling Coordinator Services
Scheduling Coordinator Services functions vary depending upon location (inside the CAISO vs. outside the CAISO) and need for real-time support. At MCE’s written request, ZGlobal shall perform the Scheduling Coordinator Services for the following categories:
• CAISO
o 7-day per week day-ahead pre-scheduling Services
o 7 day, 24 hour real-time Services
o Non-Business Day real-time Services
o Submittal of meter data to the CAISO as required by MCE’s Scheduling Coordinator Metered Entity obligations
• WECC (non-CAISO)
o Business Day day-ahead Services
o 7 day, 24 hour real-time Services
o Non-Business Day real-time Services

2. Description of Scheduling Coordinating Services
MCE has entered into power purchase agreements as buyer to take delivery of energy and capacity from MCE Assets. To enable the scheduling and settlement of energy and capacity from the MCE Assets, ZGlobal shall act as agent to MCE and provide Scheduling Coordination Services for the MCE Assets in accordance with the applicable CAISO tariffs and the terms of the Agreement, on behalf of MCE. Scheduling Coordinator Services may include scheduling and/or bidding of MCE’s generation, load, transactions and contractual resources with the appropriate Balancing Authorities, Transmission Owners/Operators, purchasing/selling entities and others as necessary.

In order to effectively provide Scheduling Coordinator Services, ZGlobal shall perform activities and tasks and MCE shall provide information and support as described in the following paragraphs.

3. MCE’s Responsibilities
Designation of ZGlobal as Providing Scheduling Coordinator Services on Behalf of MCE. ZGlobal shall provide Scheduling Coordinator Services for MCE, which includes but is not limited to executing relevant agreements, notifying relevant entities and enabling ZGlobal’s access to systems on behalf of MCE such as OASIS, OATI (and/or other applicable transmission scheduling applications), the CAISO’s SIBR and CMRI systems, meter data and meteorological data.

Information to be Provided by MCE to ZGlobal. MCE shall provide ZGlobal with all relevant information to allow ZGlobal to effectively bid and/or schedule MCE’s resources, load and transactions (“Portfolio”) into the applicable market/Balancing Authority Area. This includes data such as MCE’s load information, transactions with counterparties, facilities’ capabilities and limitations, planned and forced outages or derates, transmission paths to be utilized, bid prices for energy and ancillary services markets, access to relevant meteorological data and all other pertinent information required by the CAISO or Balancing Authorities. Prior to the Commencement Date, ZGlobal will identify the information required from MCE under this paragraph.

Information required for day-ahead pre-scheduling shall be provided no later than 7:30 AM Pacific Prevailing Time on the trading/pre-scheduling day in accordance with the Western Electricity Coordinating Council’s (WECC’s) pre-scheduling timelines and CAISO Tariff. For example, the current WECC pre-scheduling timeline requires that on AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

C-2
schedules for flow days Friday and Saturday be submitted on Thursday. Similarly, schedules for flow days Sunday and Monday are required to be submitted on Friday. The CAISO pre-schedules one day prior to flow day every day.

Information required for day-of scheduling shall be provided no later than 30 minutes prior to the applicable scheduling deadline. For WECC Balancing Authorities other than the CAISO, the hour-ahead scheduling deadline is currently 20 minutes prior to the flow hour. For the CAISO, the real-time scheduling deadline is currently 75 minutes prior to the flow hour.

Fees and Costs Imposed as a Result of Scheduling and/or Bidding. MCE shall be entitled to and responsible for all costs and revenues charged or paid to MCE’s SCID MCEE and/or MCE from Balancing Authorities, Transmission Owners/Operators, and the CAISO, or other third parties as a result of ZGlobal scheduling and/or bidding MCE’s Portfolio. This includes items such as the CAISO’s Grid Management Charge (“GMC”), ancillary services and energy imbalance, among others. The intent is that MCE designated bank account acts as a conduit for dollar flows between MCE SCID and the CAISO, Balancing Authorities, Transmission Owners/Operators, and other third parties.

When ZGlobal acts as MCE’s Scheduling Coordinator Agent for Scheduling Coordinator ID MCEE or other Scheduling Coordinator ID as determined by MCE, MCE shall be responsible for remitting payments for all costs and fees in accordance with the CAISO, Balancing Authorities and/or Transmission Owners/Operators timelines required per the appropriate tariff or contract. MCE understands and agrees that failure to timely remit any such costs and fees could result in MCE’s security being drawn upon by the CAISO under the CAISO Tariff.

For Scheduling Coordinator ID MCE1, MCE shall be responsible for remitting payments for all applicable costs and fees to ZGlobal no less than (2) Business Days prior to the CAISO, Balancing Authorities and/or Transmission Owners/Operators timelines required per the appropriate tariff or contract.

MCE Security. To ensure ZGlobal’s performance of the Services, and to secure MCE’s payment obligations hereunder, MCE agrees to post the following forms of security:

CAISO Registration Security. MCE shall post and maintain the Estimated Aggregate Liability as required by the CAISO for SCID MCEE at no cost or expense to ZGlobal.

Estimated Aggregate Liability Security. MCE shall maintain the Estimated Aggregate Liability as required by the CAISO for SCID MCEE at no cost or expense to ZGlobal.

4. ZGlobal’s Responsibilities
Professional Services. ZGlobal shall perform the Scheduling Coordinator Services in a professional manner consistent with the requirements of this Agreement, the CAISO Tariff and Business Practice Manuals, Applicable Laws, MCE’s Energy Risk Management Policy, MCE’s Load and Generation Risk Management Guidelines, which have been provided to ZGlobal and as may be updated from time to time in MCE’s sole discretion, and other written directions provided by MCE to ZGlobal from time to time.

Reporting of Non-compliance: If ZGlobal observes market conditions or actions that may result or have resulted in non-compliance, ZGlobal shall report to MCE of potential or actual incidence of non-compliance with the Services described in the preceding paragraph as soon as possible and no later than 24 hours from the time it becomes aware of an event of non-compliance.

Scheduling. ZGlobal shall submit to the CAISO and/or Balancing Authorities schedules and/or bids consistent with the CAISO’s and/or Balancing Authorities’ timelines as prescribed by their tariffs and MCE’s CAISO Participating Generator Agreements (if required).

Variable Energy Resources. ZGlobal shall receive or retrieve the latest generation forecast from the CAISO or as otherwise directed by MCE and submit such forecast as schedules or bids to the CAISO and/or Balancing Authority Area Day-Ahead markets. Upon receiving Day-Ahead market awards from the CAISO, ZGlobal shall rebid the latest generation forecast into the CAISO’s Real-Time market or convert results into self-schedules and rebid or self-schedule residual amounts in the CAISO and/or Balancing Authority Area Real-Time markets as directed by MCE.

AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

C-3
Hybrid or Co-Located Resources. ZGlobal shall submit bids or self-schedules for Hybrid and Co-Located Resources consistent with results from the latest applicable Variable Energy Resource generation forecast and corresponding results from resource optimization or as otherwise directed by MCE.

Stand-Alone Energy Storage Resources. ZGlobal shall submit bids or self-schedules for Energy Storage Resources consistent with results from the latest applicable results from resource optimization or as otherwise directed by MCE.

Demand Response Resources. ZGlobal shall submit bids or self-schedules for Demand Response Resources consistent with results from the latest applicable results from MCE’s Demand Response coordinators or as otherwise directed by MCE.

Final Schedules. ZGlobal shall provide MCE with final confirmed day-ahead pre-schedules no later than 5:00 PM Pacific Prevailing Time the day prior to the day that electricity flows. Any changes to the pre-schedules shall be provided to MCE as soon as practicable, but no later than 8:00 AM Pacific Prevailing Time the next day.

OASIS and Other Pertinent Applications. If MCE uses applications such as OASIS, OATI and ICE, and ZGlobal’s access to such applications is necessary for its performance of the Services under this Agreement, upon ZGlobal’s written request MCE shall provide reasonable access to such applications to the extent required by ZGlobal to perform the Services under this Agreement. The CAISO addresses market participant access to data and CAISO application security through its User Access Administrator (“UAA”) Process. ZGlobal will facilitate MCE’s UAA Process as required and MCE will authorize a primary and optionally, a secondary User Access Administrator that is responsible for managing access to CAISO applications and data by submitting access, removal and revocation requests to the CAISO. The User Access Administrator(s) is (are) responsible for:

1. Submitting application access requests to the CAISO

2. Warranting that users requesting access to CAISO systems are required for market participants’ business practices

3. Warranting that users requesting access to CAISO systems are authorized to for the applications being requested

4. Warranting that that data on the application request form is accurate and valid

5. Notifying the CAISO of any changes of User Access Administrators

6. Notifying the CAISO when user access to CAISO applications is no longer required

7. Notifying the CAISO if a user’s certification to access the CAISO application(s) has been compromised.

Outage Reporting and Notification. ZGlobal shall provide the CAISO, Balancing Authorities and/or Transmission Owners/Operators with all required notices and updates regarding MCE’s generation facilities as required by applicable procedures, requirements and standards. This includes information such as outage requests, Forced Outages, CAISO Forced Outage reports, among other requirements.

NERC Tagging and Checkout. ZGlobal shall be responsible for all tagging and checkout of schedules consistent with pertinent timelines.

Billing and Payment for CAISO Charges. Billing and payment for CAISO charges and credits shall be made through a MCE designated bank account. In no case shall ZGlobal instruct the CAISO to direct funds related to MCE’s SCID into or out of another bank account without the prior written consent of MCE.

5. Miscellaneous Services as MCE’s Scheduling Coordinator Agent MCE’s Integrated Resources Plan (“IRP”). Upon MCE’s request, ZGlobal will review MCE’s IRP and comment on sections as needed that pertain to scheduling coordinator practices and other information that pertains to ZGlobal’s services to MCE. ZGlobal will assist MCE in answering CPUC questions on the IRP that relate to MCE’s Assets or services that ZGlobal provides.

AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

C-4
Ad Hoc Requests. Upon request, ZGlobal will assist MCE in ad hoc review of certain settlements or PPA transactions that may not be covered in other Exhibits listed herein.

Payment for Miscellaneous Services. Fees associated with these Miscellaneous services shall be captured within the fees for Scheduling Coordinator Services.
[End of Exhibit C]
AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

D-1

EXHIBIT D
Financial Settlement Services
This Exhibit D details financial settlement services (“Financial Settlement Services”) to be performed or provided by ZGlobal under this Agreement.

1. Categories of Financial Settlement Services
Financial Settlement Services functions vary depending on the specific Scheduling Coordinator Services provided to MCE (e.g., CAISO, bilateral transactions, Open Access Transmission Tariff (OATT), and power purchase agreements (PPA)). In coordination with the Scheduling Coordinator Services set forth in Exhibit C, ZGlobal shall perform Financial Settlement Services for the following categories:
• CAISO Settlement statement verification and invoice processing • CAISO Shadow settlement
• OATT statement verification
• PPA statement/ invoice verification, validation and reporting • Bilateral transactions/ invoice verification by counterparty, validation and reporting

2. Description of Services
ZGlobal will provide Financial Settlement Services on behalf of MCE to allow for settlement of MCE’s transactions with the appropriate Balancing Authorities, Transmission Owners/Operators, counterparties and others as necessary.

Such Financial Settlement Services shall coincide with the Scheduling Coordinator Services that ZGlobal is providing to MCE pursuant to Exhibit C of this Agreement.

CAISO Settlement Verification. ZGlobal will download the CAISO daily settlement statements and review the settlement statements to ensure that they are consistent with MCE’s scheduled and metered volumes. ZGlobal will verify that the CAISO’s charges/revenues are accurate. ZGlobal will also provide MCE with a summary description of the CAISO charge types and how they are applied to MCE’s schedules and metered volumes.

On a weekly basis or pursuant to the CAISO Payment Calendar (as defined below), MCE will receive or remit payments for all CAISO Invoices and Payment Advices related to SCID MCEE. Pursuant to Exhibit C, all CAISO costs and revenues related to MCEs’ transactions shall be the responsibility of MCE.

When ZGlobal acts as Scheduling Coordinator MCE shall remit funds to ZGlobal no less than two (2) Business Days prior to the CAISO due date published on the CAISO payment calendar available on its website (“Payment Calendar”) pursuant to Exhibit C. In the case of net payments due to ZGlobal for the MCE transactions, ZGlobal will remit funds to MCE no less than two (2) Business Days after the CAISO posts funds to ZGlobal. In both cases, ZGlobal will provide an invoice or payment advice to MCE for remittance.

CAISO Shadow Settlement. ZGlobal will independently perform parallel CAISO settlement calculations prior to the CAISO’s publication of settlement statements to provide MCE with preview of expected CAISO charges for agreed CAISO charge types related to the Scheduling Coordinator Services that ZGlobal is providing to MCE under this Agreement (the “Shadow Settlement”). The CAISO Shadow Settlement results will be compared to CAISO charge types and differences between dollar values will be highlighted and investigated when deemed necessary. ZGlobal shall publish regular exception reports resulting from shadow settlements within 30 Days of receipt of monthly T+3, T+12, T+55 CAISO invoices and on an annual basis. Content and publishing schedule is to be determined by mutual agreement between ZGlobal and MCE, but at a frequency no less than once per month in addition to an annual report summarizing monthly content.”
OATT Statement Verification. At the direction of MCE, ZGlobal will review the settlement statements to ensure that they are consistent with MCE’s scheduled and metered volumes.

PPA Verification. At the direction of MCE, ZGlobal will review the settlement statements to ensure that they are consistent with MCE’s scheduled and metered volumes.

AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

D-2
Bilateral Transactions Verification by Counterparty. ZGlobal shall review settlement statements that they are consistent with MCE’s scheduled and metered volumes and coordinate with third parties as necessary to resolve discrepancies.

Dispute Submittal. ZGlobal shall act as MCE’s representative with regard to disputes associated with MCE’s facilities and transactions for which ZGlobal is providing Scheduling Coordinator Services. This includes informally querying the CAISO with respect to the dispute or questionable charge, formally submitting disputes per the CAISO’s dispute process and providing MCE with progress status and eventual results of the dispute. To the extent there are other types of disputes, ZGlobal shall assist MCE by providing information and data as necessary to resolve such disputes.

3. MCE’s Responsibilities
Information to be Provided by MCE to ZGlobal. MCE shall provide ZGlobal with all relevant information to allow ZGlobal to effectively settle MCE’s Portfolio into the applicable market/Balancing Authority Area. This includes data such as MCE’s load information, transactions with counterparties, facilities’ capabilities and limitations, planned and forced outages or derates, transmission paths to be utilized, bid prices for energy and ancillary services markets, Settlement Quality Meter Data (as that term is defined in the CAISO Tariff), access to relevant meteorological data and all other pertinent information required by counterparties, the CAISO, or Balancing Authorities.

Payments. Fees for ZGlobal’s services are set forth on Exhibit I.

ZGlobal’s Responsibilities
Professional Services. ZGlobal shall perform the Financial Settlement Services in a professional manner consistent with this Agreement, Good Industry Practices, Applicable Laws, MCE’s Energy Risk Management Policy, and other written directions provided by MCE to ZGlobal from time to time.

Reporting of Non-compliance: If ZGlobal observes market conditions or actions that may result or have resulted in non-compliance, ZGlobal shall report to MCE of potential or actual incidence of non-compliance with the Professional Services described in the preceding Paragraph as soon as possible and no later than 24 hours from the time it becomes aware of an event of non-compliance.
[End of Exhibit D]
AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

E-1

EXHIBIT E
Forecasting Services
This Exhibit E details forecasting services (“Forecasting Services”) to be performed or provided by ZGlobal under this Agreement.

1. Categories of Forecasting Services
Forecasting Services functions vary depending upon resource type, number of resources and location of resources.

At MCE’s written request, ZGlobal shall perform the Forecasting Services for the following categories:
• Total Load
o Weekly energy demand (MWh/day)
o Day-Ahead preschedule demand by hour (MWh/hour)

2. Description of Services
ZGlobal proposes to provide Forecasting Services on behalf of MCE to allow for scheduling of MCE’s demand with the CAISO and other appropriate Balancing Authorities and others as necessary. Such Forecasting Services shall coincide with the Scheduling Coordinator Services that ZGlobal is providing to MCE pursuant to Exhibit C of this Agreement.

Day-Ahead Forecasting. ZGlobal will use a computerized algorithm to convert input data to a 24-hour energy forecast of MCE’s demand. The forecast will be used for Day-Ahead prescheduling purposes and will be produced at a time sufficient to meet relevant markets’ and counterparties’ processing timelines. The input data will include, but not be limited to, relevant meteorological data, historical data, and time of day and year. ZGlobal will provide a rolling 30 day forward forecast comparing forecast load to forecast supply (fixed price contracts, ISTs, financial hedges) quantifying hourly open positions and resulting hourly value at risk.

Intra-Day (Hour-Ahead) Forecasting. ZGlobal will utilize relevant meteorological historical data, and time of day and year to determine an hourly energy forecast for the upcoming hours of the day necessary for Hour-Ahead scheduling purposes.

Longer Term (Monthly, Quarterly, Annual) Load and Energy Production Forecast. ZGlobal will utilize relevant historical data, expected change in customer base and external factors such as economic growth to determine an hourly forecast for the period (up to one year) as directed by MCE. ZGlobal will provide a rolling 90-day hourly forecast of forecast load and forecast supply (fixed price contracts, ISTs, financial hedges) and quantify hourly open positions and resulting hourly value at risk.

Coordination with MCE. At MCE’s direction, ZGlobal shall recalibrate its load forecast with MCE’s individual customer and rate class load amounts with the objective of determining the impact of rate classes load on overall load when conditions change materially and historical overall usage patterns are significantly affected by events such as wildfires, pandemic, earthquakes and extended outages.

Execute Third Party Load Forecasts. At MCE’s direction, ZGlobal shall execute or ensure that third party load forecast applications are executed and results recorded and made available for analysis and Day-Ahead scheduling. In doing so, ZGlobal shall:

1. Abide by all use restrictions applicable to each of the software tools including any restrictions as provided by MCE from time to time.

2. Abide by all confidential information restrictions that are designated as such from the software tools.

3. Provide MCE with all finished and unfinished reports, plans, studies, documents and other writings prepared by and for ZGlobal in the course of the period in which MCE is utilizing third party forecasts which shall become the sole property of MCE. MCE shall have the exclusive right to use such materials in its sole discretion without further compensation to ZGlobal or to any other party. ZGlobal shall, at MCE’s expense, provide such reports, plans, studies, documents and writings to MCE or any party MCE may designate, upon written request.

AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

E-2

4. Provide MCE with forecasting results from each software on a daily basis including using results for daily CAISO schedules.

5. Use commercially reasonable efforts to download an updated version of the software once available.

Analysis of Load Forecast Accuracy. ZGlobal shall measure the accuracy of its Day-Ahead load forecasts against estimated and final settled load amounts and CAISO market prices. At MCE’s direction, ZGlobal shall analyze and report accuracy of third-party Day-Ahead load forecasts against estimated and final settled load amounts and CAISO market prices.

3. MCE’s Responsibilities
Information to be Provided by MCE to ZGlobal. MCE shall provide ZGlobal with all relevant information to allow ZGlobal to effectively forecast MCE’s demand to allow for scheduling into the CAISO and as applicable, other market/Balancing Authority Areas. This includes data such as historical energy demand, meteorological data, expected changes in customer base, and changes in rate class, geographic or other systemic load consumption.

Information shall be provided by MCE to ZGlobal in time sufficient to perform Forecasting Services, as determined and specified in writing by ZGlobal. Information shall be provided by MCE in electronic format to ZGlobal’s Oracle database or other automation-ready format to be specified by ZGlobal, without errors. If ZGlobal is required to subscribe to additional data services, described below in Paragraph 4, MCE shall also remain current on pass-through costs of paid data services. As a forecast necessarily requires input data, any failure by MCE to provide data will result in the inability of ZGlobal to provide a forecast.

4. ZGlobal’s Responsibilities
Professional Services. ZGlobal shall perform the Forecasting Services in a professional manner consistent with this Agreement, Good Industry Practices, Applicable Laws, MCE’s Energy Risk Management Policy, and other written directions provided by MCE to ZGlobal from time to time.

ZGlobal shall provide MCE’s forecast in a timely manner, and in accordance with appropriate trading timeframes.

ZGlobal will subscribe to paid data services, if ZGlobal deems necessary for use as input data as noted in above Section 2, and will invoice MCE for the cost of such service(s), including any costs shared among multiple other clients, if applicable. ZGlobal will endeavor to produce forecasts as accurate as possible. As demand forecasting is an inexact art, ZGlobal makes no warranty of accuracy of its forecasts. MCE indemnifies and holds harmless ZGlobal for any direct damages due to inaccuracy of forecasts or failure to produce forecasts.

Reporting of Non-compliance: If ZGlobal observes market conditions or actions that may result or have resulted in non-compliance, ZGlobal shall report to MCE of potential or actual incidence of non-compliance with the Professional Services described in the preceding Paragraph as soon as possible and no later than 24 hours from the time it becomes aware of an event of non-compliance.
[End of Exhibit E]
AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

F-1

EXHIBIT F
Portfolio Management Services
This Exhibit F details specific services (“Portfolio Management Services”) to be performed or provided by ZGlobal under this Agreement.

1. Categories of Portfolio Management Services
Portfolio Management Services functions vary depending upon the level of responsibility the MCE desires ZGlobal to undertake (real-time, day-ahead, forward). At MCE’s option, MCE shall expressly direct ZGlobal in writing to perform Portfolio Management Services for the following categories:

Assess and manage MCE’s net open position by performing analysis to develop strategies for:

Short term Energy positions (Operating Month through Real Time) Transmission positions (including CAISO markets)
Financial positions
Energy Storage
Utilize applications and data for assessment of MCE’s portfolio. Examples of applications and data are shown below:

Production forecast for renewable energy resources
Production meter data for renewable energy resources
Imbalance energy costs for specific resources
Other costs that affect resource revenue
Execute financial transactions:

Forward (including the CAISO’s Congestion Revenue Rights (CRRs)) Day-Ahead
Hour-Ahead
Assist MCE with developing in-house expertise as directed by MCE. This includes training, information, data and analysis.

Description of Services
ZGlobal proposes to provide Portfolio Management Services on behalf of MCE to allow for managing MCE’s net open position.

MCE’s Responsibilities
Authorization for ZGlobal to Transact on Behalf of MCE. To the extent reasonably required by ZGlobal to perform the Portfolio Management Services requested by MCE, MCE will provide authorization for ZGlobal to transact on MCE’s behalf consistent with parameters established by MCE and agreed upon by ZGlobal in writing prior to engaging in such transactions. As a condition of performance of the Portfolio Management Services, ZGlobal will identify and MCE shall have performed all tasks necessary to allow ZGlobal to provide Portfolio Management Services for MCE.

This includes but is not limited to executing relevant agreements, notifying relevant entities and enabling ZGlobal’s access to systems on behalf of MCE.

Information to Be Provided by MCE to ZGlobal. ZGlobal shall identify and MCE shall provide ZGlobal with all relevant information to allow ZGlobal to determine MCE’s net open position, effectively bid, schedule and execute transactions in order to close MCE’s net open position. This includes data such as MCE’s load information, transactions with counterparties, facilities and contractual economic data, capabilities and limitations, planned and Forced Outages or derates, transmission paths to be utilized, bid prices for energy and ancillary services markets, access to relevant meteorological data and all other pertinent information.

AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

F-2
Parameters required for Day-Ahead and Hour-Ahead Portfolio Management Services shall be agreed to between ZGlobal and MCE at a time to allow ZGlobal to effectively perform Portfolio Management Services, but no later than 48 hours prior to day that electricity is to be scheduled onto the electrical grid.

Parameters required for forward Portfolio Management Services shall be agreed to between ZGlobal and MCE at a time to allow ZGlobal to effectively perform Portfolio Management Services, but no later than one calendar week prior to day that electricity is to be scheduled onto the electrical grid.

Fees and Costs Imposed as a Result of Portfolio Management Services. For transactions that ZGlobal transacts on behalf of MCE, MCE shall be responsible for all costs and revenues MCE incurs as a result of such transactions.

Costs and revenues may emanate from Balancing Authorities, Transmission Owners/Operators, the CAISO or third parties. This includes items such as the CAISO’s Grid Management Charge (GMC), ancillary services, among others. The intent is that ZGlobal acts as a conduit for dollar flow between MCE and the CAISO, Balancing Authorities, Transmission Owners/Operators and third parties.

ZGlobal’s Responsibilities
Transactions. At MCE’s written direction, ZGlobal shall execute transactions on behalf of MCE designed to implement MCE’s portfolio management strategy.

Strategy Review. MCE and ZGlobal shall meet on a regular basis to review MCE’s portfolio management strategy, but no less than twice per year.

Transaction Data. All transaction data shall be recorded and stored by ZGlobal and provided to MCE as requested.

Transaction data shall include information such as counterparty, tenure, price, volume, location, and product.

Reports. ZGlobal shall publish regular Portfolio Management Services reports. Reports shall include exception reports resulting from shadow settlements within 30 Days of receipt of monthly T+3, T+12, T+55 CAISO invoices.

Content and publishing schedule is to be determined by mutual agreement between ZGlobal and MCE, but at a frequency no less than once per month. ZGlobal shall provide standardized monthly reports including, but not limited to, the following, upon MCE’s request: net short and long positions, day ahead energy charges, imbalance charges, portfolio changes, and potential areas for improvement and CRR effectiveness reports. Upon MCE’s request, ZGlobal shall also provide ad hoc settlement and contract analysis and settlement charge code and billing determinant data.

Professional Services. ZGlobal shall perform Portfolio Management Services in a professional manner consistent with this Agreement, Good Industry Practices, Applicable Laws, MCE’s Energy Risk Management Policy, MCE’s Congestion Revenue Rights Risk Management Guidelines, which have been provided to ZGlobal and as may be updated from time to time at MCE’s sole discretion, and other written directions provided by MCE to ZGlobal from time to time.

Reporting of Non-compliance: If ZGlobal observes market conditions or actions that may result or have resulted in non-compliance, ZGlobal shall report to MCE of potential or actual incidence of non-compliance with the Professional Services described in the preceding Paragraph as soon as possible and no later than 24 hours from the time it becomes aware of an event of non-compliance.
[End of Exhibit F]
AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

G-1

EXHIBIT G
Information Resources
This Exhibit G describes the software, databases, data, and information portal(s) developed or acquired by ZGlobal on MCE’s behalf that ZGlobal shall provide MCE and MCE’s designated representatives and consultants access to in connection with the Services:

Access to Transactional and Settlement Data – Direct access to the data store for all of MCE’s energy transactional and settlement data hosted and maintained by PowerSettlements via a software services agreement with ZGlobal shall be provided as part of the Generation Scheduling Services.

MCE shall be provided with login credentials to access its data in PowerSettlements. The data will be updated daily consistent with CAISO posting of data. All reports developed by ZGlobal for MCE along with the supporting data will be available to MCE via direct access.

Access to PowerSettlements shall be available through ZGlobal’s PowerSettlements services agreement provided this Agreement between ZGlobal and MCE is effective. Access to PowerSettlements shall be terminated upon termination of this Agreement between ZGlobal and MCE Notwithstanding, MCE shall retain rights to its data, and is subject to confidentiality and non-disclosure.

CAISO Shadow Settlements
CAISO shadow settlements that are used to validate CAISO daily and monthly settlement statements, invoices and payment notices will be made available to MCE via a mutually agreed method through customized reports and bill determinant files. Shadow settlement data and files are to be calculated or prepared using the relevant CAISO shadow settlement system utilized by ZGlobal during the Term of this Agreement between ZGlobal and MCE including but not limited to: PowerSettlements Settlecore, other customized tools developed by ZGlobal. CAISO shadow settlements shall be provided as part of Generation Scheduling Services and Load Scheduling Services, as applicable.

CRR Analysis
Results of CRR analysis performed for MCE including any inputs (e.g. - prices, constraints and outages) used to prepare such results will be made available to MCE via a mutually agreed method through customized reports and data files. CRR analyses are to be performed utilizing various database services and tools acquired by ZGlobal to perform such analysis, including but not limited to ZGlobal proprietary Oracle databases, CAISO OASIS, Plexos Integrated Energy Model and/or other similar data sources and applications. Direct access by MCE staff to one or more of ZGlobal’s database sources or software tools shall be governed by any relevant software license or use agreements ZGlobal has with the relevant third party during the Term of this Agreement between ZGlobal and MCE.

In some cases, this may require MCE to have its own agreement and fee structure with said third party and ZGlobal will promptly notify MCE if a separate agreement is required. Systems related to CRR Analysis shall be provided as part of the Portfolio Management Services.
[End of Exhibit G]
AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

H-1

EXHIBIT H
Large Hydro/ACS Import Management Services
This Exhibit H details the Large Hydro/ACS Import Management Services to be performed or provided by ZGlobal at MCE’s written request under this Agreement.

1. Categories of Large Hydro/ACS Import Management Services At MCE’s written request, ZGlobal shall act as MCE’s agent to schedule imports of Large Hydroelectric Energy and Asset Controlling Supplier (ACS) Energy (“Product”) up to the lesser of 5 e-tags or 1,200,000 MWh for any calendar year, beginning in January 1, 2020 unless terminated or extended as allowed under Section 12 of this Agreement and perform or provide all requisite information to complete compliance reporting to the California Air Resources Board (“CARB”) associated with Products on MCE’s behalf. This includes:

Scheduling Coordinator Services for the purpose of importing Products into the California Independent System Operator (CAISO) balancing area at mutually agreed upon Scheduling Points.

Providing Settlement Services (CAISO and third party as necessary) related to Products.

E-tagging Products from source to sink whereby MCE is the Purchasing Selling Entity (“PSE”) sink and first deliverer of Product into California.

Assisting MCE with establishing itself as a PSE sink for purposes of tagging Product.

Obtaining data such as energy volumes generated and scheduled, CARB IDs, emission factors, allocated generation, specific resources, power purchase agreement/confirm for Products and other information necessary to complete CARB compliance reporting for Products. ZGlobal shall complete all required compliance reporting for Products on MCE’s behalf, including any reporting that occurs after the completion of energy flow for a calendar year, and including managing the CARB-related audits on MCE’s behalf.

If necessary, perform prerequisite functions needed for MCE to acquire California Carbon Allowances to account for any cap-and-trade compliance obligation for Products.

MCE and ZGlobal agree that ZGlobal will not take title or financial responsibility for Products under the services of this Exhibit H.
[End of Exhibit H]
AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

H-1

EXHIBIT I
Services Fees
This Exhibit I describes the services fees (“Services Fees”) to be remitted to ZGlobal from MCE for all Services performed pursuant to this Agreement.

The Service fees listed below commenced in 2018 and have escalated, as applicable, each year and will continue to escalate for the remaining term of this Agreement.

Service Fees
Set-up and Scheduling Coordinator Transition Fees = $0
Scheduling Coordinator Services Fee = $14,000 per month for 12 months ($9,875 per month for Generation Scheduling, $4,125 per month for Load Scheduling), then escalated by 2.0% each year thereafter.

Financial Settlement Services Fee = $0
Forecasting Services Fee = $5,900 per month for 12 months, then escalated by 2.0% each year thereafter.

Portfolio Management Services Fee = $8,400 per month for 12 months, then escalated by 2.0% each year thereafter.

Incremental cost of $1,500 per month per new stand-alone energy storage facilities or solar/wind combined with energy storage.

Demand Response Services Fee = time and materials limited to the amount allowed by the California Energy Commission and billed by MCE or its Demand Response coordinator Carbon-Free Import Management Services Fee = $5,600 per month up to the lesser of 5 E-Tags or 1,200,000 MWh per calendar year. Incremental cost = $530 per month for each additional E-Tag that exceeds the lesser of 5 E-Tags or 1,200,000 MWh in a calendar year.

If requested by MCE and agreed to by ZGlobal, ZGlobal shall provide additional services related to Forecasting Services and Portfolio Management Services, not accounted for herein, on a time and material basis at a rate of $200/hour not to exceed a cap agreed to by MCE and ZGlobal. Such work shall be described in a formal scope of work document that includes an estimate of hours needed to complete the work and deliverables and is approved by ZGlobal and MCE’s Department Head for Power Resources.

Examples of such services include:
• Forecasting Services
o Implementation of new forecast models
o Recalibration of existing forecast models specific to load shape and load magnitude relative to historical data
o Remapping of input data
o Change in source data from static load profiles to AMI data • Portfolio Management
o Implementation of new optimization models
o Recalibration of existing optimization models beyond the scope of using model’s existing control variables
o Mapping of input data to optimization models
[End of Exhibit I]
AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc.

H-1

EXHIBIT J
Contacts
Real Time:

Tel: 760-483-5000
[email protected]
Additional Contacts:

Day Ahead:

Jamil Labban Tel: (916)985-9461 E-mail: [email protected] Operation Coordination:

Kevin Coffee Tel: (916)985-9461 E-mail: [email protected] Settlements and Market Analysis:

Christine Vangelatos Tel: (916)985-9461 Email: [email protected]

CLIENT CONTACTS
Settlements:

Maddie Kandukuri
Power Analytics, Principal Manager MCE
Phone: 415.464.6042
Email: [email protected]; [email protected] Invoicing and Payment:

Bill Pascoe
Senior Power Procurement Manager, MCE
Phone: 415.464.6668
Email: [email protected]
Contract Administration and Transactions:

Vidhi Chawla
VP of Power Resources and Department Head of Power Resources, MCE Phone: 925.378.6731
Email : [email protected]
Finance and Collateral: should be emailed to [email protected] Efren Oxlaj
Finance Analyst, MCE
Phone: 415.464.6669
Email: [email protected]; [email protected] [End of Exhibit J]
AI #05 C.3: Third Amended and Restated Scheduling Services Agreement with ZGlobal, Inc. 1 October 6, 2023
TO: MCE Technical Committee
FROM: Justin Kudo, Senior Strategic Analysis and Rates Manager RE: MCE Solar Billing Plan Tariff (Agenda Item #06)
ATTACHMENTS: A. Proposed MCE Solar Billing Plan Tariff
B. Sample Energy Export Rates
Dear Technical Committee Members:

Summary:

In December 2022, the California Public Utilities Commission (CPUC) initiated a pivotal transition from the conventional Net Energy Metering (NEM) program to a successor program known as the Net Billing Tariff or Solar Billing Plan (SBP). The SBP realigns compensation for customer-sited electricity exported to the grid to be based on the overall value of that electricity, rather than prevailing retail electric rates. These new price signals represent more sustainable values for expanded electrification, and enhance the value created by battery storage.

MCE’s proposed SBP is designed to align with PG&E’s SBP and would establish a billing mechanism and export rates for customers who apply for interconnection of an eligible renewable generating system, such as solar or wind, after April 14, 2023. MCE’s proposed SBP would not replace MCE’s existing NEM program. Customer projects with interconnection before April 14, 2023 would remain enrolled in NEM service until 20 years from their PG&E interconnection dates.

Consistent with MCE’s goal of promoting equitable community benefits, the proposed SBP includes a bonus credit for qualified low-income customers to improve solar affordability.

Background
Net Energy Metering (NEM) is a billing system where customers with eligible renewable projects, whether homes or businesses, get credit for the excess electricity they generate and send back to the grid. At the end of the billing period, they're charged only for the MCE Empowering
Our Clean
Energy Future

CONTRA COSTA I MARIN I NAPA I SOLANO
2 net amount of electricity used, which is electricity consumed minus electricity generated.

If they produce more electricity than they use, they might receive a credit towards future bills.

Net Energy Metering has undergone several changes in its policy and tariff structures, largely driven by the growth of solar adoption, changing grid needs, and the desire to reflect the value of solar energy more accurately on the grid.

Only about 40-50% of electricity produced by Northern California residential solar installations is used on-site; the remainder is exported to the grid.1 During the early 2000’s, initial compensation for these exports was set relatively high as limited solar production coincided with peak periods of strain on the grid, and customers were encouraged to install rooftop solar to offset peak demand and to increase utilization of renewable energy.

The solar industry has grown to provide an estimated 27% of California’s total electricity production2, a phenomenal success towards renewable energy goals. However, this success also brought new supply-and-demand challenges for the industry: the abundance of solar electricity during daytime hours significantly reduces its value during the day and shifts a supply reliability gap into the evening hours when solar stops producing. When electricity exceeds regional demand during the day, it may in some cases have zero, or even negative value, unless it can be stored or utilized elsewhere.

Legacy NEM Customers
Customers with a PG&E interconnection agreement accepted by the April 14, 2023 deadline are generally allowed to remain on PG&E’s NEM program for up to 20 years from their permission-to-operate date; over 99% of pre-April installations meet this criterion. This legacy3 period is granted even if the system is transferred to a new homeowner/operator and is only forfeit at the customer’s discretion or if the system is significantly modified from its original capacity.

Staff recommends that MCE support this same standard, and allow customers to stay on NEM until their service is transitioned by PG&E. No action is required to extend these same protections, as MCE’s NEM tariff remains in effect for accounts that, per MCE’s NEM Tariff, “comply with all PG&E NEM requirements.” Opportunities for Battery Storage
Consistent with MCE’s renewable and reliability objectives, the proposed SBP 2 U.S. Energy Information Administration. (2023, April 20). California State Energy Profile and Energy Estimates. https://www.eia.gov/state/analysis.php?sid=CA 2 U.S. Energy Information Administration. (2023, April 20). California State Energy Profile and Energy Estimates. https://www.eia.gov/state/analysis.php?sid=CA 4 Fields, S. (2023, March 10) What do California solar installers think about NEM 3? We asked them! Energy Sage. https://news.energysage.com/what-california-solar-installers-think-about-nem-3/ 3 underscores the critical necessity of energy storage. The value of load shifting through energy storage and discharge has been somewhat constrained under NEM due to competing generous NEM export values. The proposed SBC seeks to increase the value of battery storage with hourly export rates that incentivize evening peak discharge.

Recent surveys of solar installers indicate a foreseeable surge in battery installations, rising from the current 19% of installations to 71% post SBP adoption. Additionally, 69% indicated that they would respond to the changes by investing more in storage sales.4 Proposed Export Rates
The CPUC has required that PG&E Export Rates be valued based on the hourly avoided cost of energy, as developed biannually by the CPUC.

The initial Export Rates will be determined based on the current avoided cost values, which currently average $0.04/kWh during typical solar export hours. Customers are allowed to lock-in their Export Rates for 9 years from interconnection, based on the expected payback period for a solar installation. This provides reliable financing expectations for solar installations.

Staff notes that these prices are influenced by supply and demand, therefore, exporting during the day when clean energy is abundant results in the limited values above. Export Rates can be significantly higher during system peak hours - as much as 100 times the average rate. This also adds to the value proposition for battery storage moving daytime exports into peak evening hours.

Staff recommends that MCE adopt the same Export Rates offered by PG&E, plus a 10% adder. A sample of the 2022 PG&E Export Rates are included in Attachment B. A full listing is available from PG&E at http://pge.com/energyexportcredit/.

As MCE does not receive green attributes associated with customer energy exports, the Deep Green $0.01/kWh adder would not apply to exported energy.

Low-Income Households
MCE has identified low-income households as a critical segment to support in installation of distributed energy resources. MCE's data suggests a discernible gap in solar adoption between regular and low-income households. Approximately 6.7% of MCE CARE/FERA households have solar, compared with 15.6% of non-CARE/FERA households5. MCE’s battery storage program has prioritized low-income households for installations, and Staff is actively pursuing other potential approaches to making these resources available, such as MCE’s Virtual Power Plant for low-income residents as part of Richmond’s Advanced Energy Community project.
4 Fields, S. (2023, March 10) What do California solar installers think about NEM 3? We asked them! Energy Sage. https://news.energysage.com/what-california-solar-installers-think-about-nem-3/ 5 As of May 2023. 4 The proposed SBP, consistent with MCE’s mission statement of creating equitable community benefits, provides an additional generation-based Export Bonus Credit of $0.05/kWh for low-income households on CARE or FERA, which would be automatically applied for five years, with a sunset date of January 1, 2029.

The CPUC created an “Energy Export Bonus Credit” providing an additional $0.09/kWh delivery-based credit for low-income households interconnected in 2023, which also applies to qualified MCE customers automatically. The credit declines by 20% annually for new installations, but the assigned amount continues for up to 9 years.

Other Changes from Net Energy Metering
Annual Cash-Out and Net Surplus Compensation (NSC) – Under MCE’s existing NEM tariff, surplus energy payments are made at the NSC rate, calculated as average market value of electricity during solar generating hours.

This is, effectively, a double payment: once when the energy is first exported and again in an NSC payment. To fix this, the CPUC recommends replacing the initial credit provided with the higher NSC rate. MCE’s proposed SBP adopts this methodology.

The proposed SBP’s Cash-Out would also remove both the $5,000 maximum payment cap and the $0.02/kWh NSC adder. The adder is no longer needed because the energy will be correctly priced at its export value. The cap removal will ensure customers receive the full value associated with their electricity deliveries, even if that value exceeds $5,000.

Customer Impacts
The following compares the expected value of solar production for a household6 without a battery storage system under MCE’s proposed SBP versus NEM. When energy is consumed as it is generated, the Generation value of solar production under SBP is equivalent to NEM. Only when electricity is exported to the grid during low-value hours is the value reduced. Battery storage systems can be utilized to significantly increase this value. Inclusive of potential PG&E delivery-based export credits, Staff estimates that a typical storage system may increase the value of solar energy produced by $100-$200 per month.

Solar Generation
Value7
($/kWh)
Annual Volume
(kWh)
NEM
Value
SBP
Value Change
If Used On-Site ($0.141) 5,782 $815 $815 $0
If Exported
(Under NEM - $0.141)
(SBP w/Bonus - $0.044)
5,782 $815 $254 -$561
6 Assuming a 6 kW install, 50% rate of export, and average export value of $0.04/kWh. 7 Generation only, representing MCE charges. Does not include delivery value. 5 Total Solar Value 11,564 $1,631 $1,047 -$561
Fiscal Impacts:

The five-year cost of implementing the proposed SBP is estimated to be as follows:
2024 2025 2026 2027 2028 Total
Export
Credits $208,152 $416,304 $624,456 $832,608 $1,040,760 $3,122,280 Low-Income
Export Adder $314,375 $574,547 $834,719 $1,094,891 $1,355,063 $4,173,595 Total $522,527 $990,851 $1,459,175 $1,927,499 $2,395,823 $7,295,875 Export Credits - Transition to SBP will reduce the electricity export payments to an estimated fair market value, therefore, the base export credits are generally cash-neutral to MCE. However, the proposed 10% export credit adder has an ongoing cost to MCE.

Low-Income Export Credit Adder – Figures provided assume 900 new low-income solar installations annually, with a monthly export of 481 kWh. These numbers increase over the course of the program due to additional installations.

While these costs are substantial, they are primarily allocated to a temporary subsidy of new low-income solar installations. Staff also notes that these costs are considerably less than the additional export credits which would be paid out if the existing NEM program were extended to new installations.
2024 2025 2026 2027 2028 Total
Export Values
Under Existing
NEM Program
$5,047,686 $10,095,372 $15,143,058 $20,190,744 $25,238,430 $75,715,290 Recommendation:

Staff recommends that the Technical Committee approve the proposed SBP tariff included in Attachment A, as well as the proposed Export Rate methodology.

MCE Solar Billing Plan (SBP) Tariff
Effective Date: December 1, 2023
MCE’s Solar Billing Plan (SBP) Tariff provides the billing mechanism by which customers can receive credit for self-generated renewable energy exported to the grid.

Eligibility: SBP is available to customers operating a solar, wind, biomass, geothermal, or other renewable resources as defined in the California Energy Commission’s Renewables Portfolio Standard Eligibility Guidebook. Additionally, the customer must participate in PG&E’s SBP (or successor) for non-generation services, such as transmission and distribution. MCE customers may apply for renewable facility interconnection with PG&E; no direct agreement with MCE is necessary.

Applicability: MCE’s SBP program applies to all PG&E SBP customers receiving electric generation services from MCE, including customers with battery storage, fuel cells, or under future aggregated or virtual designs. The stipulations of this tariff remain in effect until modified or replaced by MCE.

Rates: MCE’s SBP program provides the bill mechanism for billing and crediting customers with generating facilities only; customers continue to be served by their otherwise applicable rate schedule. Customers served under this tariff are still responsible for all billed usage charges according to their MCE rate schedule, including volumetric usage, demand charges, Deep Green surcharges, taxes, and all other charges owed to MCE. Bill charges or credits for energy supplied by or delivered to MCE will be calculated monthly.

Exported Electricity (defined under “Billing” below) will be credited at an equivalent value to the customer’s applicable MCE Energy Export Credit. These rates are available from MCE at mcecleanenergy.org/export.

All customers will also receive a Solar Bonus Credit which provides an additional 10% of the base export credit.

CARE and FERA customers1 will receive a $0.05/kWh generation export bonus credit on all exports until December 31, 2028. This credit is additional to any PG&E delivery-based export bonus credits for eligible customers.

BILLING: Customers with SBP service will be billed as follows:
1) Monthly Settlement of MCE Charges/Credits
1 MCE will apply this credit to customers identified on CARE or FERA by PG&E. This process should occur automatically. If a customer’s participation in these programs ends, the credit will also be suspended until the customer re-enrolls in CARE or FERA.

AI #06 Att. A: Proposed MCE Solar Billing Plan Tariff
MCE Empowering
Our Clean
Energy Future

CONTRA COSTA I MARIN I NAPA I SOLANO
a) “Imported Electricity” is defined as when a customer uses any metered energy supplied by MCE.
b) “Exported Electricity” is defined as when a customer supplies any metered energy to the electric grid.
c) “Export Rates” are defined as the appropriate credit for any Exported Electricity, based on the sum of the applicable interval Energy Export Rate posted on MCE’s website and any applicable credit surcharges.
d) “Export Credit Balance” is defined as when a customer has excess export credits carried into the next month, or into the MCE Annual Cash-Out process. e) Each monthly statement will contain the net sum of:
i) Imported Electricity usage charges, billed according to the generation rates on a customer’s applicable rate schedule plus any applicable service surcharges. ii) Exported Electricity credits, credited according to the applicable Energy Export Credit Rate.
iii) Any other eligible credits or charges.
f) If the balance of these charges and credits is negative (indicating surplus credits available), these credits will be carried to the following month as an Export Credit Balance until MCE’s Annual Cash-Out.
g) Export Credit Balances can offset MCE charges within the same Annual Cash-Out period, but do not have any cash value.
2) MCE Annual Cash-Out
a) Following the conclusion of each customer’s March-April billing cycle, MCE will conduct its Annual Cash-Out process as follows:
i) Retroactive Payment: If the customer has an Export Credit Balance but incurred MCE usage charges earlier within the same Annual Cash-Out period, the credits will be applied against any of these charges still due.
(1) If these charges were already paid, the amount will instead be refunded to the customer at the end of the Annual Cash-Out process.
ii) Export Credit Reversal: If the customer’s Exported Electricity is greater than their Imported Electricity during the Annual Cash-Out period, the customer is eligible for Net Surplus Compensation (NSC).
(1) To avoid double-payment for exported electricity, the initial export credit will be reversed at the average Energy Export Credit (including Solar Bonus Credit) rate. (2) This will be charged against any Export Credit Balance available, otherwise it will be charged against the NSC payment below.

AI #06 Att. A: Proposed MCE Solar Billing Plan Tariff
iii) Credit Reset: Any remaining export credit balance will be reset to zero to start the next Annual Cash-Out period.
iv) Net Surplus Compensation: If a customer’s Exported Electricity is greater than their Imported Electricity, then the customer will receive an NSC payment based on their net electricity exports times the NSC rate.
(1) The NSC rate will be determined upon cash-out based on the average wholesale rate during solar generating hours over a 12-month period as determined by MCE, reduced by the approximate value of export credits already provided for the same surplus energy.
v) Cash-Out Payments: Customer Cash-Outs will be the sum of any eligible NSC payment as detailed in Section 2.a.iv and any refunded payments as detailed in Section 2.a.i.(1). (1) Customers will receive Cash-Out payments automatically, in the form of an on-bill credit or paid by check. Payments less than or equal to $200 will be credited to the customer’s PG&E account balance. Payments greater than $200 will be issued by check to the customer’s mailing address as noted on their PG&E account. (2) If a Cash-Out check is not cashed within 90 days of issuance, the payment will be canceled. If the account is still active, MCE will attempt to contact the customer and make a replacement payment available.
(3) If Cash-Out payments remain unclaimed, MCE will follow the requirements of Government Code Section 50050-50057 et. seq. regarding the handling of unclaimed funds.
3) Transition from NEM to SBP Service
a) Customers transitioning from NEM to SBP service will have their current NEM escrow balance at time of transition into their SBP Export Credit Balance. b) Once transitioned to SBP service, only the SBP Annual Cash-Out process will be utilized as detailed in Section 2 above.
4) Customers Returning to PG&E Bundled Service and Account Closures a) MCE customers with SBP service may opt-out and return to PG&E bundled service at any time, subject to MCE and PG&E’s terms and conditions for return to bundled service. b) Customers returning to PG&E bundled service or closing their PG&E account may request a review of their account for Cash-Out payment. This settlement will follow the MCE Annual Cash-Out process as defined in Section 2 and be issued as a check to the address provided by the customer.
c) Customers returning to PG&E service or closing their PG&E account must request a review for cash-out payments within 90 days of the end of their MCE service. Credit balances remaining after 90 days will be forfeited.

AI #06 Att. A: Proposed MCE Solar Billing Plan Tariff
Year Month Day-Type Hour-Starting EEC - Generation Component EEC - Delivery Component EEC - Total 2023 8 Weekday 0 $0.0569 $0.0038 $0.0607
2023 8 Weekday 1 $0.0507 $0.0032 $0.0538
2023 8 Weekday 2 $0.0502 $0.0031 $0.0533
2023 8 Weekday 3 $0.0498 $0.0030 $0.0528
2023 8 Weekday 4 $0.0495 $0.0030 $0.0525
2023 8 Weekday 5 $0.0499 $0.0031 $0.0530
2023 8 Weekday 6 $0.0496 $0.0031 $0.0527
2023 8 Weekday 7 $0.0512 $0.0036 $0.0547
2023 8 Weekday 8 $0.0519 $0.0045 $0.0564
2023 8 Weekday 9 $0.0502 $0.0051 $0.0552
2023 8 Weekday 10 $0.0498 $0.0053 $0.0551
2023 8 Weekday 11 $0.0492 $0.0061 $0.0553
2023 8 Weekday 12 $0.0489 $0.0068 $0.0557
2023 8 Weekday 13 $0.0489 $0.0072 $0.0560
2023 8 Weekday 14 $0.0501 $0.0104 $0.0605
2023 8 Weekday 15 $0.0571 $0.0607 $0.1178
2023 8 Weekday 16 $0.0628 $0.0710 $0.1339
2023 8 Weekday 17 $0.1007 $0.2171 $0.3178
2023 8 Weekday 18 $0.1883 $0.3148 $0.5031
2023 8 Weekday 19 $0.5062 $0.2248 $0.7310
2023 8 Weekday 20 $0.2177 $0.1234 $0.3411
2023 8 Weekday 21 $0.2176 $0.0635 $0.2811
2023 8 Weekday 22 $0.1804 $0.0106 $0.1909
2023 8 Weekday 23 $0.0566 $0.0045 $0.0611
2023 8 Weekend/Holiday 0 $0.0523 $0.0037 $0.0559
2023 8 Weekend/Holiday 1 $0.0506 $0.0033 $0.0539
2023 8 Weekend/Holiday 2 $0.0483 $0.0030 $0.0513
2023 8 Weekend/Holiday 3 $0.0485 $0.0030 $0.0514
2023 8 Weekend/Holiday 4 $0.0472 $0.0028 $0.0500
2023 8 Weekend/Holiday 5 $0.0450 $0.0026 $0.0476
2023 8 Weekend/Holiday 6 $0.0433 $0.0033 $0.0466
2023 8 Weekend/Holiday 7 $0.0445 $0.0054 $0.0500
2023 8 Weekend/Holiday 8 $0.0335 $0.0041 $0.0376
2023 8 Weekend/Holiday 9 $0.0324 $0.0026 $0.0350
2023 8 Weekend/Holiday 10 $0.0326 $0.0045 $0.0372
2023 8 Weekend/Holiday 11 $0.0326 $0.0038 $0.0364
2023 8 Weekend/Holiday 12 $0.0310 $0.0041 $0.0351
2023 8 Weekend/Holiday 13 $0.0314 $0.0046 $0.0360
2023 8 Weekend/Holiday 14 $0.0332 $0.0061 $0.0392
2023 8 Weekend/Holiday 15 $0.0410 $0.0088 $0.0498
2023 8 Weekend/Holiday 16 $0.0561 $0.0157 $0.0718
2023 8 Weekend/Holiday 17 $0.0874 $0.1220 $0.2094
2023 8 Weekend/Holiday 18 $0.1617 $0.1419 $0.3036
2023 8 Weekend/Holiday 19 $0.4228 $0.1469 $0.5698
2023 8 Weekend/Holiday 20 $0.1767 $0.1282 $0.3050
2023 8 Weekend/Holiday 21 $0.1946 $0.0197 $0.2143
2023 8 Weekend/Holiday 22 $0.1622 $0.0107 $0.1729
Attachment B - Sample Energy Export Rates
AI #06 Att. B: Sample Energy Export Rates
2023 8 Weekend/Holiday 23 $0.0596 $0.0046 $0.0641
2023 9 Weekday 0 $0.0580 $0.0040 $0.0619
2023 9 Weekday 1 $0.0497 $0.0034 $0.0531
2023 9 Weekday 2 $0.0492 $0.0033 $0.0525
2023 9 Weekday 3 $0.0483 $0.0032 $0.0515
2023 9 Weekday 4 $0.0477 $0.0031 $0.0508
2023 9 Weekday 5 $0.0476 $0.0031 $0.0507
2023 9 Weekday 6 $0.0495 $0.0033 $0.0528
2023 9 Weekday 7 $0.0498 $0.0034 $0.0532
2023 9 Weekday 8 $0.0452 $0.0033 $0.0485
2023 9 Weekday 9 $0.0367 $0.0027 $0.0394
2023 9 Weekday 10 $0.0369 $0.0030 $0.0399
2023 9 Weekday 11 $0.0365 $0.0034 $0.0399
2023 9 Weekday 12 $0.0358 $0.0040 $0.0398
2023 9 Weekday 13 $0.0363 $0.0046 $0.0409
2023 9 Weekday 14 $0.0372 $0.0064 $0.0436
2023 9 Weekday 15 $0.0461 $0.0094 $0.0555
2023 9 Weekday 16 $0.0575 $0.0592 $0.1168
2023 9 Weekday 17 $0.0736 $0.0639 $0.1375
2023 9 Weekday 18 $2.5880 $0.0649 $2.6529
2023 9 Weekday 19 $2.9329 $0.0627 $2.9956
2023 9 Weekday 20 $0.1985 $0.0143 $0.2127
2023 9 Weekday 21 $0.0776 $0.0104 $0.0880
2023 9 Weekday 22 $0.0744 $0.0068 $0.0812
2023 9 Weekday 23 $0.0573 $0.0043 $0.0616
2023 9 Weekend/Holiday 0 $0.0536 $0.0037 $0.0574
2023 9 Weekend/Holiday 1 $0.0498 $0.0034 $0.0532
2023 9 Weekend/Holiday 2 $0.0480 $0.0031 $0.0511
2023 9 Weekend/Holiday 3 $0.0470 $0.0030 $0.0501
2023 9 Weekend/Holiday 4 $0.0446 $0.0028 $0.0474
2023 9 Weekend/Holiday 5 $0.0430 $0.0026 $0.0457
2023 9 Weekend/Holiday 6 $0.0436 $0.0027 $0.0463
2023 9 Weekend/Holiday 7 $0.0411 $0.0032 $0.0443
2023 9 Weekend/Holiday 8 $0.0300 $0.0016 $0.0316
2023 9 Weekend/Holiday 9 $0.0285 $0.0016 $0.0301
2023 9 Weekend/Holiday 10 $0.0280 $0.0018 $0.0299
2023 9 Weekend/Holiday 11 $0.0256 $0.0020 $0.0275
2023 9 Weekend/Holiday 12 $0.0266 $0.0025 $0.0291
2023 9 Weekend/Holiday 13 $0.0274 $0.0030 $0.0304
2023 9 Weekend/Holiday 14 $0.0286 $0.0046 $0.0332
2023 9 Weekend/Holiday 15 $0.0360 $0.0090 $0.0451
2023 9 Weekend/Holiday 16 $0.0504 $0.0184 $0.0687
2023 9 Weekend/Holiday 17 $0.0663 $0.0276 $0.0940
2023 9 Weekend/Holiday 18 $2.2592 $0.0325 $2.2917
2023 9 Weekend/Holiday 19 $2.5640 $0.0291 $2.5931
2023 9 Weekend/Holiday 20 $0.1675 $0.0216 $0.1891
2023 9 Weekend/Holiday 21 $0.0721 $0.0140 $0.0860
2023 9 Weekend/Holiday 22 $0.0695 $0.0069 $0.0764
2023 9 Weekend/Holiday 23 $0.0564 $0.0043 $0.0606
AI #06 Att. B: Sample Energy Export Rates
1 Update on MCE’s Green
Hydrogen Activities
MCE TECHNICAL COMMITTEE | OCTOBER 6, 2023
• Tasteless, odorless,
colorless gas
• Pure H2 is scarce, but
most abundant
element in universe
• Green hydrogen can
be manufactured
with electricity
(electrolytic) or
biomass (biogenic)
Hydrogen (H2)
Overview Hydrogen can be produced from a diverse
set of sources and processes with few to no
GHG emissions
95% of US hydrogen is produced through
natural gas
• “blue hydrogen” if CO2 is
captured/stored
• “grey hydrogen” if CO2 is emitted
“Green Hydrogen” is produced through
renewable-powered electrolysis by splitting
water (H2O) into oxygen (O2) and
hydrogen (H2)
Green
Hydrogen as
Long-Duration
Storage
MCE’s primary interest is in renewable electrolytic
hydrogen to be pumped through a fuel cell for long-duration storage. This would diversify the storage resources in our portfolio (i.e., not just lithium-ion
batteries).
0 ~ 0 tr
Electricity frorr, Electricity
renewable energy from hydrogen
* Omen Oxygen (air)
• I
/. /. /. 0
Sola rf11rm Electricity from • fl renewable energy
. ---+ @ @ Water
Water Eltctrotyser Hydro1en Fuel cell
stor111e
4 Battery Storage System Hydrogen Energy Storage System 100 MW / 400 MWh 80 MW Electrolysis / 4-Hour
H2 Storage /20 MW Fuel Cell
80 MW Electrolysis / 8-Hour
H2 Storage /20 MW Fuel Cell
Technical Parameters
Daily Input Capacity (MWh) 400 326 652
Round-Trip Efficiency 85% 27% 27%
Annual Avg. Stored Energy Sent to (MWh) 60,740 18,000 22,470 Annual Green H2 Produced (kgH2) 0 1,167,000 1,461,000
Annual Water Use (AFY) 0 36.42 45.48
Capital & Operating Costs
Estimated Capital Costs ($) $140M
(includes engineering,
construction, commissioning
equipment)
$190M - $220M
(includes Engineering,
Construction, Site Works,
and Commissioning)
$195M - $225M
(includes Engineering,
Construction, Site Works,
and Commissioning)
Annual Fixed O&M Costs $3,500,000 $1,430,000 $1,430,000

TEST CASE
Indicative Costs for Meaningful GH2 Production
Green
Hydrogen as
Transportation
Fuel
Green hydrogen is in high demand as a decarbonized
transportation fuel. This is especially true for long-range, heavy-duty vehicles like trucks and busses that are challenging to electrify due to their weight.

How is Green Hydrogen Produced?
,1/ -0-
/1' 1 Renewable
■ energy is created
using sol ar and
windl power. 2. The power feeds
into system known
as an electrolyzer,
which s.eparates
water into hydrogen
and oxygen.

L

4. Th@ hyd rogen is shipped
to it's destination, whe re it
can b@ us@d as a fuel.,
Source, solarti'l8,malworld.org

3. The hydrogen ga,s is then
sto r@d, e ithe r as a compr@ssed
gas or a liquid.

Bloomberg law
Federal
Funding
• Infrastructure Investment and Jobs Act
$9.5 billion for clean hydrogen market
• $8 billion for at least 4 regional DOE
Regional Clean Hydrogen Hubs
• $1 billion for electrolysis research,
development, demonstration
• $500 million for clean hydrogen
manufacturing and recycling
research and development
• Inflation Reduction Act
• Up to $3/kilogram for tax credits
• 45V H2 Production Tax Credit
6 Statewide
Funding
• State General Fund $110 million
• CEC $45 million in hydrogen investments
- include blending, storage, fuel cells,
• CEC $300 million in Clean Transportation
Investments
• Green Hydrogen Market Development
Strategy
• Regulations & incentives
• Low Carbon Fuel Standards
• Advanced Clean Fleets
• Advanced Clean Trucks
7 photo: Geothermal plants in The Geysers field,
Sonoma County. Photo by John Burgess/The
Press Democrat
Achieving
carbon
neutrality in
California by
2045
Achieving Carbon Neutrality in CA requires:
• 2x more electric generation (including 4x existing wind and solar), 6x more electric appliances; 37x more on
road ZEVs
• 94% decrease in petroleum fuels; 91% decrease in gas
for buildings; 1700x increase hydrogen supply
• Anticipated H2 demand is largely non-combustion
transportation (fuel cells, aviation, rail)
Completed 57th light duty H2 fueling station (goal: 200); 4 transit bus stations; 3 heavy duty fueling stations;
planning for a 30-truck project in Oakland.

SB 1075 directs CARB, CEC, CPUC, CA Workforce and
Dev Board to produce a H2 report by June 2025.
• Policy recs re: hydrogen use
• Strategies for hydrogen infrastructure
• Potential for non-renewable, hydrogen emissions
reductions using curtailed electricity
• Air quality benefits and costs with deploying
renewable hydrogen
8 California
Plans
9 Hydrogen Supply in t he Scoping Pllan
02b u
!=
;.. j n1s
J 010
~
£ 005
000 1(l3J
■ Hydrogen identified as im portant t ool t o
d ispl ac.e fossil f uel use
■ Scoping Plan assumed hydrogen is supplied
by 3 methods: electrolysis powered from
zero-carbon e lect ricity, st eam met hane
reformatio n (SMR) of bio m et hane, and
b iomass gasifi cation with CCS {BECCS)
■ Elect rolytic hydrogen demand requires
~ an additiona,I 10 GW of off-grid solar
ca pacity in 2045
Hydrogen Use by Sector in the Scoping Plan

0.25 •.
1 ~ a :,o
~ E
~ 015
. "' !) 0.10
£'

0.05 a.m
• Builc:irigs lndustJi.11 ■ Tr:::n~rt::i,ion
Hydrogen demand largely driven by non-combustion uses
in transport sector:
• Fuel cells for light-, medium-, and heavy-duty vehicles, aviation, ocean-going vessels, freight and passenger rail Other end-uses with relatively smaller volumes:
■ Blended in pipeline to reduce GHG emi ssions from fossil gas use in buildings
• Blended in natu ral gas pipeline and in dedicated
hydrogen pipelines in industria l manufa cturing
■ Hydrogen combustion turbines for resource adequacy
MCE History of H2 Interest
10 2019:
• Q1: MCE Board members from Napa and Contra Costa begin asking about Green H2; staff begins to attend conferences and working groups, focused on significant duck curve impacts & limitations of solar • Q2: MCE visits Green Hydrogen Microgrid in Sonoma and explores H2 for resiliency • Q3: MCE staff + Board visit UC Irvine’s microgrid, identifies downsides of diesel 2020:
• Q2: MCE launches 100% Clean RA Request for Offers for technologies such as green H2, with a preference for projects in MCE’s service area that can also provide resiliency services during PSPS events • Q3: Solicited offers on green H2 project proposals in MCE’s service area; signed term sheets to start project diligence with counterparties
• Q4: Financial analysis of 2 viable projects (1 solar, 1 wind) proves uneconomic without significant investments (20x market rate); MCE begins searching for grants & incentives to decrease costs to protect rate payers from the full costs
2021 –Energy
Market
Assessment
UC Berkeley Goldman School of Economics to
produce an original report for MCE on green
hydrogen market factors and considerations
Award winning 56-page report: “Plugging Green Hydrogen
into California’s Energy Landscape”

1. Reviews hydrogen end-uses and production methods,
linking them to carbon and air pollutant emissions;

2. Proposes a set of definitions to propose in a fluid
regulatory landscape

3. Assesses programs to support the transition to hydrogen

4. Develops viable use cases

5. Defines bounding criteria to evaluate different green hydrogen definitions

6. Evaluates the potential of diverse green hydrogen
definitions to deliver on sustainability, equity, and
financial objectives
Plugging Green Hydrogen
2021: CEC’s GFO-20-609: Renewable Hydrogen
Transportation Fuel Production Program
• Proposal: 1,000 kg H2/day using a turn-key electrolyzer at MCE Solar One for transportation fuel; include local workforce hire requirements, free vehicles and fueling
• Offered to meet with Communities for a Better
Environment, Asian Pacific Environmental Network,
GRID Alternatives
• City of Richmond guidance – CEQA addendum rather
than new EIR given industrial use class
• Proposed Project team: MCE, AES Chevron
• Letters of Support from: Mayor Tom Butt, Richmond
BUILD, GRID Alternatives, Sup. John Gioia, Sen. Nancy
Skinner, BAAQMD, Congressman Mark DeSaulnier
• Selected as a finalist but ultimately not awarded
• Community concerns about Chevron’s involvement
12 RichmondBUILD graduate and
Solar One construction worker
Embed in the industry and keep a pulse for upcoming
funding opportunities - not just with the DOE’s Green
Hydrogen Hub funds but also state funding.

Joined ARCHES in 2022 to collaborate on the H2 Hubs
application. Goals include:

1. Establish Clean H2 Hub in CA by 2030

2. Kickstart commercial viability of H2 especially in hard-to-decarbonize sectors

3. Ramp production from 20 tons per day to 500+
especially for ports, power, heavy duty transportation

4. Achieve $5-7/kilogram carbon negative H2 by 2030
ARCHES has gathered:

1. 39 tier 1 immediately dispatchable projects

2. 31 tier 2 shovel ready projects

3. 400+ Original Equipment Manufacturers, Tech Providers and Suppliers

4. $150M in direct community benefits

5. $229M in workforce benefits
MCE staff regularly attend ARCHES Power Working Group
2022 -
ARCHES

FUNDING UPDATE
2023 – Little
Bear
Idea: Convert high seasonal curtailed solar at Fresno’s 160MW Little Bear for hydrogen production.

Operational since 2020 for a 20-year term.

Submitted project to ARCHES but rejected due to a
lack of technical depth so staff developed a red flag
review of project barriers and viability.

Results:

1. Assessed multiple scenarios to address solutions
to curtailment

2. Compared cost efficiencies, water demand,
physical footprint, to support MCE staff
evaluation.

3. Found that H2 for power was cost prohibitive
while H2 for transportation fuel was potentially
lucrative
2023 – Optimizing
Long-Duration Energy
Storage to Improve
Resilience and
Reliability in
Disadvantaged and
Low-Income
Communities and
Native American
Tribes
CEC GFO-22-307
photo: 32.6 MW Cottonwood Solar Project, Kern &
Kings County
Green hydrogen power-to-power proposal:
$9M for a 100kW 24-hour non-LI-ion long-duration hydrogen storage to accelerate commercialization and capabilities validation
Worked with ARCHES power working group member,
DasH2, to develop a proposal to benefit Contra
Costa County.

Lessons learned would be shared with Contra Costa
County partners already engaged in H2 exploration.

Site would expand the fuel-cell green hydrogen
microgrid facility at UC Irvine to have:
• demand response capabilities,
• resource adequacy, and
• distribution deferral benefits.

Proposal was disqualified when the Q&A released
mid-stream excluded H2 as an eligible resource.
2023 –
Electrolytic
Green Tariff
• Exploring a collaboration with LS Power
to construct a ~220 MW green
hydrogen PEM (proton exchange
membrane) electrolyzer facility in
MCE’s service area and requires the
supply of up to 400 MW of new wind
and solar capacity.
• Assessing the use of a green tariff to
use a time-bound generation to
support this local electrolytic hydrogen
development.
photo: construction at MCE Solar One
Enable large-scale production of green
hydrogen with a customized Green Tariff

LOCAL PROJECTS
Raven SR, Richmond
17 • Convert 99 tons of diverted waste/day from Republic Services in Richmond via non- combustion tech to 2400 metric tons H2/year • will produce 60% of its power, needs 3 MW and up to 5.5 MW by 2025
• City Council unanimously approved CEQA permit - 1st waste diversion to RE H2 facility permitted in CA!
• H2 to be sold to Chevron and Hyzon Motors
• MCE staff invited Raven SR to speak at the 2021 Board Retreat and then provided a letter of support. We later received feedback from the community concerned about the criteria air pollution of the project.

LOCAL PROJECTS
HCycle, Pittsburg
18 • Waste to hydrogen project that decomposes waste at high temp (no combustion) produces slag, CO2, H2
• Union commitment
• Writing a full EIR and CEQA and submitting the project to BAAQMD and CalRecycle for waste handling
• Have received ARCHES H2 Hubs Tier 1 designation for federal funding! • Will be the first to submit for Article 2 Diversion Process for SB 1383 compliance
• Anticipated second project in unincorporated Contra Costa County • MCE staff have met to discuss their power needs.

HyWATTS: Introduction to MCE by Marin Economic
Forum. Berkeley Headquarters. Uses a single-unit
reversible hydrogen fuel cell for long duration storage.

Planning for a 100 MW long duration storage project by
2025.

World Business Academy: Worked with MCE staff in a
discovery phase for a co-developed green H2 fuel-cell
assisted community microgrid in Brentwood on a 200-
acre golf course. MCE would have dispatched fuel cell
into CAISO during blue sky operations. Ultimately,
technology assumptions were too optimistic.

VENDOR ENGAGEMENT
19 photo: Staff presenting at Contra Costa
County Inflation Reduction Act
Conference.

Thank You
20 Alexandra McGee
Director of Strategic Initiatives
[email protected]
Thank You