Supplemental Packet — MCE Executive Committee, December 6, 2023 (part 1 of 2)

Supplemental Agenda

Executive Committee Meeting
Wednesday, December 6, 2023
12:00 P.M.

MCE Charles F. McGlashan Board Room, 1125 Tamalpais Avenue, San Rafael, CA 94901
MCE Mt. Diablo Room, 2300 Clayton Road, Suite 1150, Concord, CA 94920

Members of the public who wish to observe the meeting and/or offer public comment may do so telephonically via the following teleconference call-in number and meeting ID:

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Agenda Page 1 of 2

1. Roll Call/Quorum

2. Public Open Time (Discussion)

CLOSED SESSION
Conference with Labor Negotiator
Agency Designated Representative: Executive Committee Chair Unrepresented Employee: Chief Executive Officer
Public Employee Performance Evaluation: Chief Executive Officer

3. Roll Call/Quorum

4. Board Announcements (Discussion)
Agenda Page 2 of 2

5. Public Open Time (Discussion)

6. Report from Chief Executive Officer (Discussion)

7. Consent Calendar (Discussion/Action)
C.1 Approval of 11.1.23 Meeting Minutes
C.2 Proposed Second Amended and Restated Schedule A.1 to the Master Services Agreement with Franklin Energy Services, LLC C.3 Proposed First Agreement with Resource Innovations, Inc.

C.4 Proposed Amended and Restated Power Purchase Agreement with Golden Fields Solar IV, LLC
C.5 Proposed Amended and Restated Power Purchase and Sale Agreement with G2 Energy, Ostrom Road LLC

8. Resolution No. 2023-14 Establishing the Annual Compensation for the Chief Executive Officer (Discussion/Action)

9. 2023 Charles F. McGlashan Advocacy Award Nominations (Discussion/Action)

10. Revised MCE Implementation Plan to Include the City of Hercules (Discussion/Action)

11. Fiscal 2023/24 Operating Fund Budget Update (Discussion)

12. Proposed Energy Storage Service Agreement with Cormorant Energy Storage, LLC (Discussion/Action)

13. Committee Matters & Staff Matters (Discussion)

14. Adjourn
The Executive Committee may discuss and/or take action on any or all of the items listed on the agenda irrespective of how the items are described.

DISABLED ACCOMMODATION: If you are a person with a disability which requires an accommodation or an alternative format, please call MCE at 1 (888) 632-3674 at least 72 hours before the meeting start time to ensure arrangements for accommodation.

DRAFT

MCE EXECUTIVE COMMITTEE MEETING MINUTES
Wednesday, November 1, 2023
12:00 P.M.

Present: Eli Beckman, Town of Corte Madera
Edi Birsan, City of Concord
Cindy Darling, City of Walnut Creek
Eduardo Martinez, City of Richmond
Devin Murphy, City of Pinole
Gabriel Quinto, City of El Cerrito
Shanelle Scales-Preston, City of Pittsburg
Sally Wilkinson, City of Belvedere

Absent: David Fong, Town of Danville
Max Perrey, City of Mill Valley
Holli Thier, Town of Tiburon
Staff
& Others: Jesica Brooks, Board Clerk
Darlene Jackson, Lead Board Clerk
Vicken Kasarjian, Chief Operating Officer
Shaheen Khan, VP of Human Resources, Diversity & Inclusion Tanya Lomas, Internal Operations Assistant
Catalina Murphy, General Counsel
Ashley Muth, Internal Operations Assistant
Daniel Settlemyer, Internal Operations Coordinator
Jamie Tuckey, Chief of Staff
Alden Walden, Consultant, PEA
Dawn Weisz, Chief Executive Officer

1. Roll Call/Quorum
Acting Chair Quinto called the regular Executive Committee meeting to order at 12:11 p.m. with quorum established by roll call.

2. Public Open Time (Discussion)
Acting Chair Quinto opened the public comment period and there no comments.

AI #07_C.1_11.1.23 Meeting Minutes
DRAFT
The Committee reconvened in open session at 1:23 p.m. Acting Chair Quinto reported out from the closed session that direction was given to staff.

3. Roll Call/Quorum
Quorum was established by roll call.

4. Board Announcements (Discussion)
There were no comments.

5. Public Open Time (Discussion)
Acting Chair Quinto opened the public comment period and there no comments.

6. Report from Chief Executive Officer (Discussion)
CEO, Dawn Weisz, introduced this item and addressed questions from Committee members.

7. Consent Calendar (Discussion/Action)
C.1 Approval of 10.4.23 Meeting Minutes
Acting Chair Quinto opened the public comment period and there were no comments.

8. Resolution No. 2023-12 Establishing the Annual Compensation for the Chief Executive Officer (Discussion/Action)
The item was not voted on and will be considered at a future meeting.

9. City of Hercules Membership Request and Analysis (Discussion/Action) Jenna Tenney, Manager of Communications and Community Engagement and Alden Walden, Consultant with PEA, presented this item and addressed questions from Committee members.

Acting Chair Quinto opened the public comment period and there were no comments.

Action: It was M/S/C (Murphy/Birsan) to approve Consent Calendar item C.1.

Motion carried by unanimous roll call vote. (Absent: Directors Fong, Perrey, Scales-Preston, and Thier).

AI #07_C.1_11.1.23 Meeting Minutes
DRAFT
Action: It was M/S/C (Darling/Murphy) to recommend that the Board of Directors:
• Approve Resolution 2023-13 Approving the City of Hercules as a Member,
• Approve Amendment 16 to the MCE JPA Agreement, and
• Direct staff to submit Addendum No. 9 to the MCE Implementation Plan and Statement of Intent to the CPUC.

Motion carried by unanimous roll call vote. (Absent: Directors Fong, Perrey, Scales-Preston, and Thier).

10. Draft 11.16.23 Board Agenda (Discussion)
Dawn Weisz, CEO, presented this item and addressed questions from Committee members.

Acting Chair Quinto opened the public comment period and there were no comments.

Action: No action required.

11. Committee Matters & Staff Matters (Discussion)
Comments were made by Directors Birsan, Wilkinson, and Murphy.

12.Adjournment
Acting Chair Quinto adjourned the meeting at 2:12 p.m. to the next scheduled Executive Committee Meeting on December 1, 2023.
___________________________________________
Gabriel Quinto, Acting Chair
Attest:
___________________________________________
Dawn Weisz, Secretary
AI #07_C.1_11.1.23 Meeting Minutes
December 6, 2023
TO: MCE Executive Committee
FROM: Michelle Nochisaki, Senior Customer Programs Manager RE: Proposed Second Amended and Restated Schedule A.1 to the Master Services Agreement with Franklin Energy Services, LLC (Agenda Item #07_C2)
ATTACHMENTS: A. Second Amended and Restated Schedule A.1 to the Master Services Agreement with Franklin Energy Services, LLC
B. Master Services Agreement with Franklin Energy Services, LLC
Dear Executive Committee Members:

Summary:

The proposed Second Amended and Restated Schedule A.1 (“A.1”) to the Master Services Agreement (“MSA”) with Franklin Energy Services, LLC (“Franklin”) would provide MCE customers with continued energy efficiency services, focused on the implementation and expansion of MCE’s Home Energy Savings (HES) program.

Background
MCE’s HES program provides no-cost energy efficiency services to moderate income households across MCE’s service area. Eligible participants receive home upgrades valued at $4,000 to $9,000 on average, such as attic insulation, duct sealing, heat pump hot water heater, mini split heat pump, a smart thermostat and more. MCE has been approved for funding from the California Public Utility Commission (“CPUC”) to continue this program through 2027. MCE has contracted with Franklin since May 2019 to implement MCE’s HES program.

Under the proposed A.1 (Attachment A), which would be governed by the Board-approved MSA (Attachment B), Franklin would continue to implement MCE’s HES program—offering no-cost home assessments and comprehensive energy upgrades to eligible single-family homeowners and renters. If approved, A.1 would expand program eligibility to reach low-income as well as moderate income homeowners and renters. The proposed A.1 also includes two MCE funding sources which would allow for even more customers to be served. The two funding sources included in the proposed A.1 are MCE’s Local Program Fund and Electrification Technical Assistance Fund.

MCE’s Local Program Fund
The addition of this funding source would allow Franklin to provide additional electrification measures and the necessary repairs for installation to customers that are not currently covered with CPUC funds. The added MCE funds would allow for a greater number of customers to receive the deep energy savings, electrification adoption, and health, comfort, safety, energy, and cost benefits provided by HES.

MCE’s Electrification Technical Assistance Fund
The addition of this funding source would allow Franklin to provide services as a “designated applicant” for the Self-Generation Incentive Program’s (“SGIP”) heat pump water heater (“HPWH”) program. If approved as an SGIP applicant, Franklin would then use the SGIP incentives to offset the HPHW measure cost for up to 60 customers; this financial offset would allow the HES program to provide incentives to additional MCE customers.

Fiscal Impacts:

The duration of the proposed A.1 would be from January 1, 2024 through December 31, 2024. The maximum cost would be $3,018,361, with $2,191,329 allocated to customer incentives.

Expenditures related to the proposed A.1 would be funded from the following three sources:
• Up to $2,937,861 in Energy Efficiency Program funds allocated by the CPUC • Up to $70,000 in Local Program funds allocated by MCE • Up to $10,500 in Electrification Technical Assistance funds allocated by MCE Recommendation:

Approve the proposed Second Amended and Restated Schedule A.1 to the Master Services Agreement with Franklin Energy Services, LLC.

DocuSign Envelope ID: 75FB80ED-957E-4A8B-AAFB-161E8169F8FA Statement of Work – Second
Amended and Restated Schedule
A.1
This Second Amended and Restated Schedule A.1 ("Schedule A.1" or "Statement of Work" or “SOW”) is entered into on December 6, 2023, pursuant to the Master Services Agreement between MARIN CLEAN ENERGY, hereinafter referred to as "MCE", and FRANKLIN ENERGY SERVICES, LLC, hereinafter referred to as "Implementer", dated April 20, 2023 ("Agreement") and is governed by its terms and conditions. If applicable, capitalized but undefined terms herein shall have the meanings set forth in the Agreement.

Implementer will provide the following Services under the Agreement as requested and directed by MCE Customer Programs staff, up to the maximum time/fees allowed under this Statement of Work.

Overview
Implementer will implement the Home Energy Savings (“HES”) Program by delivering residential single-family assessments and direct energy efficiency installs for home energy savings ("HES Program" or "Program").

Implementer shall:
• Provide HES Program services, including:
• Perform electrification assessments and home upgrades to at least 325 residential single-family units per year (home upgrades must include the delivery of at least one measure included in Table B: 2024 HES Program Measure Payment and Incentive Budget, included below); and • Target moderate-income single-family property owners and tenants (who have permission from the relevant property owner) with high utility bills in MCE's service area for potential participation in the Program.
• Provide electrification and/or repair measures via MCE’s Local Program Fund. • Enroll HES customers in the Self-Generation Incentive Program (SGIP) heat pump water heater (HPWH) program via MCE’s Electrification Technical Assistance Fund.

Implementer will perform the following tasks in accordance with the Energy Efficiency Program Terms included in Exhibit C of the Master Services Agreement dated April 20, 2023.

Task 1: Program Management
A. Customer Service Support. Implementer will provide a live customer support team to respond to Program participant inquiries and requests within two business days, provide Program support, connect Program participants to participating trade allies, and connect Program participants to additional Program resources. The customer support team will be available from 8:30 a.m. – 5:00 p.m. PST Monday through Friday and will monitor Program emails submitted to [email protected].

B. Trade Ally Engagement. Implementer will onboard initial trade allies and provide a single point of contact for each participating trade ally by holding a minimum of two check-in calls per month, as-needed office visits, and support with technical Program questions, and will provide mentoring in the field. Implementer will manage the trade allies, relevant contracts between the trade allies and Implementer, and is responsible for all aspects of home upgrade delivery to Program participants.

C. Monthly Reporting. Implementer will ensure all data collected from customers and participating trade allies is shared with MCE's team on an ongoing basis to ensure systems are tested, new data points are added and formatted as needed, and energy savings and payment information is accurate and complete. Implementer will intake all Program assessment questions and CPUC-required data points and submit monthly reports and invoices to MCE. Implementer will work with MCE as needed to complete the Annual or Biannual Budget Advice Letter ("BBAL") process and data requests as required by the CPUC. MCE and Implementer will outline any additional and/or ad hoc reporting as needed throughout the term (defined below).

D. Coordination with lnvestor Owned Utilities (“IOUs”)/Bay Area Regional Energy Network (“BayREN”). Implementer will coordinate with lOUs, BayREN, other Program implementers, and/or local government agencies authorized by the CPUC to implement CPUC-directed energy efficient programs that are administering energy efficiency programs within MCE's service territory as necessary to ensure timely, accurate, and consistent access to data. The CPUC may develop further rules related to coordination between program administrators in the same geographic area, and any relevant party is required to comply with such rules. Upon MCE’s request, Implementer will assist MCE with tasks and deliverables as they relate to development of joint cooperation memoranda. Implementer’s activities in this Task 1D include: meeting preparation and attendance; coordination across internal teams at MCE and/or IOUs; research; analysis; writing; and editing.

E. Program Implementation Plan. Implementer will update the Program Implementation Plan (“PIP”), Program Handbook, and any other necessary Program-related documents to reflect ongoing changes to the Program delivery process and trade ally requirements, and to align with CPUC requirements.

F. Program Closeout. If Program is terminated, upon termination of the Program, Implementer will package all project and participant data into a Zip folder and securely transfer it to MCE. Implementer will complete a final Program closeout AI #07_C..2_Att. A: 2nd Amended & Restated Schedule A.1 to MSA w/Franklin Energy DocuSign Envelope ID: 75FB80ED-957E-4A8B-AAFB-161E8169F8FA report and submit it to MCE within 2 business weeks of written notification by MCE of Program termination.

Deliverables:
• Implementer shall:
• Provide customer service support;
• Onboard, engage with, and mentor participating trade allies in the field; • Manage the installation of Program participants’ home upgrade measures; • Report at least monthly to MCE;
• Coordinate with lOUs, BayREN, other Program implementers, and/or local government agencies as applicable;
• Update Program-related documents as necessary; and
• Close out the Program if terminated.

Task 2: Application Platform Support
Implementer will collect and maintain data to assist in the avoidance of double-dipping (which occurs when a customer accesses two ratepayer-funded benefits for the same measures). Implementer will complete routine improvements to the application platform that receives, securely stores, and securely transfers all data and documents required for the Program. After platform updates are released, Implementer will identify, address, and resolve application submission and data collection bugs within a reasonable time so that the Program is interrupted as minimally as possible if at all. Implementer will continue to address ongoing bugs and optimize ongoing data collection processes.

Deliverables:
• Implementer shall provide ongoing Program platform support.

Task 3: Quality Assurance and Control
Implementer will:

Quality Assurance.
• Review all initial applications submitted to the Program. • Coordinate with trade ally and/or potential Program participants about incomplete applications. • Ensure Program applications are accurate and complete. • Ensure data is formatted to meet ongoing reporting criteria updates as requested by MCE.

Quality Control.
• Test home for combustion safety.
• Test installed home upgrade measures for quality installation. • Coordinate return visits as needed.
• Conduct and complete field inspections which will include full reviews of all field work for the first 5 projects submitted per newly added trade ally.
• Conduct and complete random field inspections of 10 percent of home upgrade projects submitted per trade ally after the first 5 projects are reviewed.
• Increase field inspection quality control as needed to ensure safe, quality, and complete installations.

Deliverables:
• Implementer shall continually complete all tasks listed above in Quality Assurance and Quality Control for a minimum of 10% of units served.

Task 4: Marketing and Outreach
Implementer will:
• Update Marketing & Outreach (M&O) Plan ("M&O Plan") and present updated M&O Plan to MCE Customer Programs and Public Affairs teams for MCE approval within 40 days of commencement date; • Complete M&O campaign as detailed in the M&O Plan to drive interest in the Program; • Adjust M&O strategies as needed in coordination with MCE to ensure the Program is maximally enrolled to meet savings, customers served and budget targets;
• Coordinate with local governments, property owners, participating trade allies, and other single-family program implementers as needed to identify good candidates for the Program; • Coordinate and complete canvassing activity in accordance with the MCE Home Energy Savings Trade Ally Code of Conduct document, which are subject to MCE approval, and part of the M&O Plan.

Tactics and timelines will be incorporated into the updated M&O Plan provided by Implementer within 40 days of commencement date to MCE for Public Affairs team approval. The M&O Plan will be approved within two weeks of receipt; MCE may request two additional rounds of edits to the M&O Plan after it is initially received from Implementer.

Deliverables:
• Implementer shall provide M&O, which will be defined in the updated M&O Plan.

AI #07_C..2_Att. A: 2nd Amended & Restated Schedule A.1 to MSA w/Franklin Energy DocuSign Envelope ID: 75FB80ED-957E-4A8B-AAFB-161E8169F8FA Task 5: Electrification Assessments
Implementer will offer an electrification assessment to Program participants to assess the existing conditions of their homes, identify electrification opportunities and determine feasibility of home upgrades.

Deliverables:
• Implementer shall provide at least 325 electrification assessments.

Task 6: Measures via Local Program Fund
Via MCE's Local Program Fund that includes $70,000, Implementer will provide electrification and/or repair and electrification readiness measures as listed in Table C (below).

Deliverables:
• Implementer shall:
o Provide measures included in Table C to at least 7 additional homes that would not otherwise receive the measures through the Program; and
o Cover installation costs and/or repair costs associated with the measures included in Table C.

Task 7: Designated Applicant SGIP Enrollment via Electrification Technical Assistance Fund Via MCE’s Electrification Technical Assistance Fund, MCE will provide up to $10,500 to Implementer to enroll up to 60 HES participants into the Self-Generation Incentive Program (SGIP) heat pump water heater (HPHW) program. Implementer will layer program incentives by offsetting the cost of the HES HPWH installation by the amount awarded to the Implementer through SGIP enrollment. Implementer will provide full service customer education, application and enrollment support, help with time-of-use enrollment as needed and customer service until MCE receives confirmation of SGIP enrollment.

Deliverables:
• Enroll up to 60 HES customers in SGIP;
• Offset cost of HES HPWH installation by the amount awarded to Implementer through SGIP enrollment; and • Track and provide monthly reports on customer information and enrollment numbers.

Staff
Key staff who will support the Program include:
• Isai Reyes—Program Management
• Justin Kjeldsen—Program Management
• Eric Perez—Project Management, Quality Assurance
• Brett Bishop—Trade Ally Engagement, Quality Control
• Ashley Faircloth —Engineering
• Leonel Campoy—Engineering
• Katie Pearson—Marketing
• Harrison Fegley—Information Management
• Ingrid Victoria—Customer Care Center
The list of key staff members above is subject to change. Should a staff member need to be replaced, Implementer shall ensure that a staff member who has comparable experience serves as the replacement, and MCE shall be notified of the staffing change in writing within four weeks of such replacement.

AI #07_C..2_Att. A: 2nd Amended & Restated Schedule A.1 to MSA w/Franklin Energy DocuSign Envelope ID: 75FB80ED-957E-4A8B-AAFB-161E8169F8FA

PAYMENT STRUCTURE
Table A: January to December 2024 HES Program Delivery Billing Schedule (Re. Tasks 1-4) Task Payment Estimated Delivery Date

1. Program Management
Time & Materials
Estimate: $43,571 per month
Total Annual NTE: $522,852
Monthly

2. Application Platform Support $5,500 per month
Total Annual NTE: $66,000 Monthly

3. Quality Assurance and Control
QA: $148 for each unit
QC: $920 for each unit
Total Annual NTE: $89,824
QA: Per unit, Billed Monthly
QC: Per unit, Billed Monthly

4. M&O
Time & Materials
Estimate: $11,488 per month
Total Annual NTE: $137,856
Monthly
Total 2024 HES Program Delivery
Budget
$816,532 Final Delivery for 2024: December 31,
2024
* Upon written approval of MCE Senior Customer Programs Manager, to accomplish the scope of services outlined in this Schedule A.1, funds may shift A) between Tasks 1-4; and B) from HES Program Delivery Budget to Incentive Budget.

Table B: 2024 HES Program Measure Payment and Incentive Budget (Re. Tasks 1 & 5) Home Upgrade Measure Payment
Electrification Assessment (325 Assessments) $175/each (NTE $56,875) Attic Insulation/Seal Attic Plane Specified in BBAL
Duct Sealing (typ leakage) Specified in BBAL
Duct Seal (High Leakage w/added return) Specified in BBAL Fuel Sub Mini Split Heat Pumps 12k BTU Specified in BBAL Fuel Sub Mini Split Heat Pumps 18k BTU Specified in BBAL Fuel Sub Mini Split Heat Pumps 24k BTU Specified in BBAL Fuel Sub Heat Pump HVAC 3 ton Specified in BBAL
Fuel Sub Heat Pump HVAC 4 ton Specified in BBAL
Fuel Sub Heat Pump HVAC 5 ton Specified in BBAL
Smart Thermostat Specified in BBAL
Fuel Sub Heat Pump Water Heater 40G Specified in BBAL
Fuel Sub Heat Pump Water Heater 50G Specified in BBAL
Fuel Sub Heat Pump Water Heater 66G Specified in BBAL
Heat Pump Water Heater 40G Specified in BBAL
Heat Pump Water Heater 50G Specified in BBAL
Induction Stoves Specified in BBAL
Induction Stoves w/ Home Run Specified in BBAL
Heat Pump Dryers Specified in BBAL
Heat Pump Washers Specified in BBAL
Deeply Buried Ducts Specified in BBAL
Bathroom ECM Fan & LED Light Fixture Specified in BBAL
Central brushless fan motors (BFM or DC Motor) Specified in BBAL Pipe Wrap Specified in BBAL
Total Incentive Budget $2,121,329
Table C: Local Program Fund: Electrification and Repair and Electrification Readiness Measures (Re. Task 6) Incentive Measures Category and Per Measure Cost Estimated Delivery Date Heat Pump Mini-Split Install Electrification Measure
$5,752.32/unit
Billed monthly, per cost of installation
incurred
Heat Pump Water Heater
Install
Electrification Measure
$7,150/unit
Billed monthly, per cost of installation
incurred
Dedicated Circuit Install Repair and Electrification Readiness Measure
$1,250/unit
Billed monthly, per cost of installation
incurred
AI #07_C..2_Att. A: 2nd Amended & Restated Schedule A.1 to MSA w/Franklin Energy DocuSign Envelope ID: 75FB80ED-957E-4A8B-AAFB-161E8169F8FA Minor Electrical Repair Repair and Electrification Readiness Measure
$600/unit
Billed monthly, per cost of installation
incurred
Plenum Repairs/Replaced Repair and Electrification Readiness Measure
$1,200/unit
Billed monthly, per cost of installation
incurred
Duct Repair Repair and Electrification Readiness
Measure
$800/unit
Billed monthly, per cost of installation
incurred
Total Incentive NTE
Amount
$70,000 Final Delivery for March 31st, 2024
Table D: Category Allotment for Local Program Fund: Electrification and Repair and Electrification Readiness Measures (Re. Task 6)
Category Amount Allotted
Electrification Measures $51,100
Repair and Electrification Readiness Measures $18,900
Total Task 6 NTE $70,000**
**Any monies included in the Local Program Fund that were unspent in 2023 may be used up until March 31, 2024. Implementer must identify on invoices when monies from the $70,000 Local Program Fund are being used by labeling the expense "Local Program Fund Measure". Upon written approval of MCE Senior Customer Programs Manager, to accomplish the scope of services outlined in Task 6, funds may shift between “Electrification Measures” and “Repair and Electrification Readiness Measures”.

Table E: Payment Structure for Designated Applicant SGIP Enrollment via Electrification Technical Assistance Fund (Re. Task 7) Payment Delivery Date
$175 per every 1 HES customer enrolled in SGIP Billed monthly, per enrollment Total Task 7 NTE: $10,500*** Final Delivery by December 31, 2024
***Implementer must identify on invoices when monies from the $10,500 Electrification Technical Assistance Fund are being used by labeling the expense "Electrification Technical Assistance Fund Enrollment".

Table F: Overall 2024 Budget for HES Program
Implementation Total
HES Program Delivery $816,532
HES Incentives $2,121,329
Local Program Fund $70,000****
Electrification Readiness Fund $10,500
Total $3,018,361
****This is a maximum estimate as the final number will depend on the amount of Local Program Funds spent in December 2023.

AI #07_C..2_Att. A: 2nd Amended & Restated Schedule A.1 to MSA w/Franklin Energy DocuSign Envelope ID: 75FB80ED-957E-4A8B-AAFB-161E8169F8FA Billing:

Implementer shall bill monthly and according to the payment schedule listed herein and the rate schedule listed in Exhibit B of the Agreement. In no event shall the total cost to MCE for the Services provided under this Statement of Work exceed the maximum sum of $3,018,361 for the term of the Agreement.

Term of Statement of Work:

This Statement of Work shall commence on January 1, 2024 and shall terminate on December 31, 2024.

IN WITNESS WHEREOF, the parties have executed this Statement of Work – Second Amended and Restated Schedule A.1 on the date first above written.

APPROVED BY
Marin Clean Energy:

By:

Name:

Date:

By:

Chairperson
Date:

Implementer:

By:

Name:

Date:

AI #07_C..2_Att. A: 2nd Amended & Restated Schedule A.1 to MSA w/Franklin Energy

MASTER SERVICES AGREEMENT

BY AND BETWEEN

MARIN CLEAN ENERGY AND FRANKLIN ENERGY SERVICES, LLC
THIS MASTER SERVICES AGREEMENT (“Agreement”) is made and entered into on April 20, 2023 by and between MARIN CLEAN ENERGY (hereinafter referred to as “MCE”) and Franklin Energy Services, LLC, a Delaware limited liability company with principal address at: 102 North Franklin Street, Port Washington, WI 53074 (hereinafter referred to as “Implementer”) (each, a “Party,” and, together, the “Parties”).

RECITALS:

WHEREAS, MCE desires to retain Implementer to provide the services described in this Agreement and each statement of work ("Statement of Work"), which shall be considered Schedules hereto, which are attached hereto and by this reference made a part hereof (“Services”);
WHEREAS, MCE and Franklin Energy had a previous agreement, known as the "Third Agreement by and between Marin Clean Energy and Franklin Energy Services, LLC" dated December 3, 2021 ("Third Agreement"), which is hereby terminated as of April 20, 2023, and replaced with this Master Service Agreement. MCE and Franklin agree that the termination period required by the Third Agreement between the parties has been waived to accommodate such immediate termination and start of this new Agreement.

WHEREAS, Implementer desires to provide the Services to MCE; WHEREAS, Implementer warrants that it is qualified and competent to render the Services set forth herein; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SCOPE OF SERVICES:

Implementer agrees to provide all of the Services in accordance with the terms and conditions of this Agreement and each Statement of Work entered into by the Parties. The form of Statement of Work is set forth as Exhibit A. Services shall also include any other work performed by Implementer pursuant to this Agreement and Statement of Work. In connection with Implementer’s provision of the Services, MCE agrees to make available to Implementer all pertinent data and records for review.

2. FEES AND PAYMENT SCHEDULE; INVOICING:

The fees and payment schedule for furnishing Services under this Agreement shall be based on the rate schedule which is attached hereto as Exhibit B and by this reference incorporated herein. Said fees shall remain in effect for the entire term of the Agreement (“Term”). Implementer shall provide MCE with Implementer’s Federal Tax I.D. number prior to submitting the first invoice. Implementer is responsible for billing MCE in a timely and accurate manner. Implementer shall email invoices to MCE on a monthly basis for any Services rendered or expenses incurred hereunder. Fees and expenses invoiced beyond ninety (90) days will not be reimbursable. The final invoice must be submitted within thirty (30) days of completion of the stated scope of services or termination of this Agreement.

MCE will process payment for undisputed invoiced amounts within thirty (30) days.

3. MAXIMUM COST TO MCE:

In no event will the cost to MCE for the Services to be provided herein exceed the maximum sum identified in each Statement of Work.

4. TERM OF AGREEMENT:

This Agreement shall commence on April 20, 2023 (“Effective Date”) and shall terminate on December 31, 2028, unless earlier terminated pursuant to the terms and conditions set forth in Section 12.

5. REPRESENTATIONS; WARRANTIES; COVENANTS:

5.1. IMPLEMENTER REPRESENTATIONS AND WARRANTIES. Implementer represents, warrants and covenants that (a) it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware , (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 where the failure to be licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder, (d)

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 AI #07_C.2_Att. B: MSA with Franklin Energy Services, LLC it is qualified and competent to render the Services and 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.

5.2. COMPLIANCE WITH APPLICABLE LAW. At all times during the Term and the performance of the Services, Implementer shall comply with all applicable federal, state and local laws, regulations, ordinances and resolutions affecting Services that it provides under this Agreement (“Applicable Law”)

5.3. LICENSING. At all times during the performance of the Services, Implementer represents, warrants and covenants that it has and shall 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. Implementer shall promptly provide copies of such licenses and registrations to MCE at the request of MCE.

5.4. NONDISCRIMINATORY EMPLOYMENT. Implementer shall not unlawfully discriminate against any individual based on race, color, religion, nationality, sex, sexual orientation, gender identity, age or condition of disability. Implementer understands and agrees that Implementer is bound by and shall comply with the nondiscrimination mandates of all federal, state, and local statutes, regulations, and ordinances.

5.6. SAFETY. At all times during the performance of the Services, Implementer represents, warrants and covenants that it shall:
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 Implementer from time to time;
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; 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 Implementer from time to time; f) be responsible for initiating, maintaining, monitoring and supervising all safety precautions and programs in connection with the performance of the Agreement; and
g) monitor the safety of the job site(s), if applicable, during the performance of all Services to comply with all applicable federal, state, and local laws and to follow safe work practices.

5.7. BACKGROUND CHECKS.
a) Implementer hereby represents, warrants and covenants that any employees, members, officers, contractors, Subcontractors and agents of Implementer (each, a “Implementer Party,” and, collectively, the “Implementer Parties”) having or requiring access to MCE’s assets, premises, customer property (“Covered Personnel”) shall have successfully passed background screening on each such individual, prior to receiving access, which screening may include, among other things to the extent applicable to the Services, a screening of the individual’s educational background, employment history, valid driver’s license, and court record for the seven (7) year period immediately preceding the individual’s date of assignment to perform the Services.
b) Notwithstanding the foregoing and to the extent permitted by applicable law, in no event shall Implementer permit any Covered Personnel to have one or more convictions during the seven (7) year period immediately preceding the individual’s date of assignment to perform the Services, or at any time after the individual’s date of, assignment to perform the Services, for any of the following (“Serious Offense”): (i) a “serious felony,” similar to those defined in California Penal Code Sections 1192.7(c) and 1192.8(a), or a successor statute, or (ii) any crime involving fraud (such as, but not limited to, crimes covered by California Penal Code Sections 476, 530.5, 550, and 2945, California Corporations Code 25540), embezzlement (such as, but not limited to, crimes covered by California Penal Code Sections 484 and 503 et seq.), or

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 AI #07_C.2_Att. B: MSA with Franklin Energy Services, LLC racketeering (such as, but not limited to, crimes covered by California Penal Code Section 186 or the Racketeer Influenced and Corrupt Organizations (“RICO”) Statute (18 U.S.C. Sections 1961-1968)). c) To the maximum extent permitted by applicable law, Implementer shall maintain documentation related to such background and drug screening for all Covered Personnel and make it available to MCE for audit if required pursuant to the audit provisions of this Agreement.
d) To the extent permitted by applicable law, Implementer shall notify MCE if any of its Covered Personnel is charged with or convicted of a Serious Offense during the term of this Agreement. Implementer shall also immediately prevent that employee, representative, or agent from performing any Services.

5.8. FITNESS FOR DUTY. Implementer shall ensure that all Covered Personnel report to work fit for their job. Covered Personnel may not consume alcohol while on duty and/or be under the influence of drugs or controlled substances that impair their ability to perform the Services properly and safely. Implementer shall, and shall cause its Subcontractors to, have policies in place that require their employees, contractors, subcontractors and agents to report to work in a condition that allows them to perform the work safely. For example, employees should not be operating equipment under medication that creates drowsiness.

5.9. QUALITY ASSURANCE PROCEDURES. Implementer shall comply with the following requirements (the “Quality Assurance Procedures”):. Additionally, Quality Assurance Procedures must include, but are not limited to: (i) industry standard best practices; (ii) procedures that ensure customer satisfaction; and (iii) any additional written direction from MCE.

5.10. ASSIGNMENT OF PERSONNEL. The Implementer shall not substitute any personnel for those specifically named in Exhibit B, if applicable, unless personnel with substantially equal or better qualifications and experience are provided, acceptable to MCE, as is evidenced in writing.

5.11. ACCESS TO CUSTOMER SITES. Implementer shall be responsible for obtaining any and all access rights for Implementer Parties, from customers and other third parties to the extent necessary to perform the Services. Implementer shall also procure any and all access rights from Implementer Parties, customers and other third parties in order for MCE and CPUC employees, representatives, agents, designees and contractors to inspect the Services.

6. INSURANCE:

At all times during the Term and the performance of the Services, Implementer shall maintain the insurance coverages set forth below.

All such insurance coverage 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, directors, officers, and agents as additional insureds. The certificate(s) of insurance and required endorsement shall be furnished to MCE prior to commencement of Services. Certificate(s) of insurance must be current as of the Effective Date, and shall remain in full force and effect through the Term. If scheduled to lapse prior to termination date, certificate(s) of insurance must be updated before final payment may be made to Implementer. Each certificate of insurance shall provide for thirty (30) days’ advance written notice to MCE of any cancellation, except for ten (10) days' notice for non-payment of premium. Implementer will provide advance written notice to MCE of any reduction in coverage. Insurance coverages shall be payable on a per occurrence basis only.

Nothing in this Section 6 shall be construed as a limitation on Implementer's indemnification obligations in Section 17 of this Agreement.

Should Implementer fail to provide and maintain the insurance required by this Agreement, in addition to any other available remedies at law or in equity, MCE may suspend payment to the Implementer for any Services provided during any period of time that insurance was not in effect and until such time as the Implementer provides adequate evidence that Implementer has obtained the required insurance coverage.

6.1. GENERAL LIABILITY. The Implementer 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. “Marin Clean Energy” 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 Implementer in order to perform said Services, Implementer 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).

6.3. WORKERS’ COMPENSATION. The Implementer acknowledges that 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 Implementer has employees, it shall comply with this requirement and a copy of the certificate evidencing such insurance or a copy of the Certificate of Consent to Self-Insure shall be provided to MCE prior to commencement of Services.

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 AI #07_C.2_Att. B: MSA with Franklin Energy Services, LLC

6.4. PRIVACY AND CYBERSECURITY LIABILITY. Implementer shall maintain 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.

7. INTENTIONALLY OMITTED.

8. SUBCONTRACTING:

The Implementer 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 expressly identified herein in the applicable SOW. If Implementer hires a subcontractor under this Agreement (a “Subcontractor”), Subcontractor shall comply with the following:

8.1. Subcontractor shall comply with the following terms of this Agreement: Sections 9, 10, and the applicable SOW.

8.2. Subcontractor shall provide, maintain and be bound by the representations, warranties and covenants of Implementer contained in Section 5 hereof (only as, and if, applicable to the services to be provided by Subcontractor, and as may be modified to be applicable to Subcontractor, including with respect to Section 5.1(a) hereof) at all times during the Term of such subcontract and its provision of Services.

8.3. Subcontractor shall comply with the terms of Section 6 above, including, but not limited to providing and maintaining insurance coverage(s) identical to what is required of Implementer under this Agreement, and shall name MCE as an additional insured under such policies. Implementer shall collect, maintain, and promptly forward to MCE current evidence of such insurance provided by its Subcontractor. Such evidence of insurance shall be included in the records and is therefore subject to audit as described in Section 9 hereof.

8.4. Subcontractor shall be contractually obligated to indemnify the MCE Parties (as defined in Section 17 hereof) pursuant to the terms and conditions of Section 17 hereof.

8.5. Subcontractors shall not be permitted to further subcontract any obligations under this Agreement.

Implementer shall be solely responsible for ensuring its Subcontractors’ compliance with the terms and conditions of this Agreement made applicable above and to collect and maintain all documentation and current evidence of such compliance. Upon request by MCE, Implementer shall promptly 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 Implementer of any of its duties or obligations under this Agreement. Implementer's obligation to pay its Subcontractors is an independent obligation from MCE’s obligation to make payments to Implementer. As a result, MCE shall have no obligation to pay or to enforce the payment of any monies to any Subcontractor.

9. RETENTION OF RECORDS AND AUDIT PROVISION:

Implementer shall keep and maintain on a current basis full and complete records and documentation pertaining to this Agreement and the Services, whether stored electronically or otherwise, including, but not limited to, valuation records, accounting records, documents supporting all invoices, employees’ time sheets, receipts and expenses, and all customer documentation and correspondence (the “Records”). Provided that MCE has agreed in writing to confidentiality terms acceptable to Implementer to protect the confidentiality of such Records, MCE shall have the right, during regular business hours, to review and audit all Records during the Term 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 Implementer's premises or, at MCE's option, Implementer shall provide all records within a maximum of thirty (30) days upon receipt of written request from MCE. Implementer shall refund any monies erroneously charged. Implementer 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.

10. DATA, CONFIDENTIALITY AND INTELLECTUAL PROPERTY:

10.1. DEFINITION OF “MCE DATA”. “MCE Data” shall mean all data or information provided by or on behalf of MCE, including but not limited to, 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 Implementer as MCE may approve of in advance and in writing (in each instance); account numbers, forecasts, and other similar information disclosed to or otherwise made available to Implementer. MCE Data shall also include all data and materials provided by or made available

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 AI #07_C.2_Att. B: MSA with Franklin Energy Services, LLC to Implementer 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. “Confidential Information” under this Agreement shall have the same meaning as defined in the Marin Clean Energy Non-Disclosure Agreement between the Parties dated April 12, 2023.

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

10.3. MCE DATA SECURITY MEASURES. Prior to Implementer receiving any MCE Data, Implementer shall comply, and at all times thereafter continue to comply, in compliance with MCE’s Data security policies set forth in MCE Policy 009 (available upon request) 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 April 12, 2023, and as set forth in MCE Policy 001 - Confidentiality. MCE’s Security Measures and Confidentiality provisions require Implementer 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.

10.4. IMPLEMENTER DATA SECURITY MEASURES. Additionally, Implementer 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 MCE Data against unauthorized or unlawful access, disclosure, alteration, loss, or destruction.

10.5. RETURN OF MCE DATA. Promptly after this Agreement terminates, (i) Implementer shall securely destroy all MCE Data in its possession and certify the secure destruction in writing to MCE, and (ii) each Party shall return (or if requested by the disclosing Party, destroy) all other Confidential Information and property of the other (if any). Notwithstanding the foregoing, Implementer may retain whatever MCE Data or Confidential Information is necessary to exercise any of Implementer's surviving rights or obligations hereunder.

Implementer's Pre-Existing Materials include:
• Green Point Rated (GPR) and associated system components and curriculum • Energy and Electrification Assessment tool
• Climate Calculator
• Energy and Water calculator.
• Implementer’s Desktop Review Tools

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 AI #07_C.2_Att. B: MSA with Franklin Energy Services, LLC • Healthy Home Connect
• California Multifamily Existing Building training content • NGAGE™ system software, including Efficiency Manager™, Efficiency Contact™, and Efficiency Clipboard™

10.7. EQUITABLE RELIEF. Each Party acknowledges that a breach of this Section 10 would cause irreparable harm and significant damages to the other Party, the degree of which may be difficult to ascertain. Accordingly, each Party agrees that MCE shall have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of MCE Data or Personal Information, in addition to any other rights and remedies that it may have at law or otherwise; and Implementer shall have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of Implementer’s Pre-Existing Materials or Implementer Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise.

11. FORCE MAJEURE:

Implementer shall be excused for failure to perform Services herein if such Services are prevented by acts of God, strikes, labor disputes or other forces over which Implementer has no control and is actually so prevented from performing.

12. TERMINATION:

12.1. If the Implementer fails to provide in any manner the Services required under this Agreement, otherwise fails to comply with the terms of this Agreement, or violates any Applicable Law which applies to its performance hereunder, then MCE may terminate this Agreement by giving twenty (20) business days’ written notice to Implementer, provided that Implementer does not cure such default within such twenty (20) day period after receipt of notice from MCE.

12.2. Either Party hereto may terminate this Agreement for any reason by giving thirty (30) calendar days’ written notice to the other Party. Notice of termination shall be by written notice to the other Party and be sent by registered mail or by email to the email address listed in Section 19.

12.3. In the event of termination not the fault of the Implementer, the Implementer shall be paid for Services performed up 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 this Section 12, in no event shall MCE be liable for lost or anticipated profits or overhead on uncompleted portions of the Services. Implementer 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, Implementer shall have delivered to MCE any and all Intellectual Property (as defined in Section

10.6(b)) prepared for MCE that MCE has paid for before the effective date of such termination.

12.4. MCE may terminate this Agreement if funding for this Agreement is reduced or eliminated by a third-party funding source.

12.5. Intentionally Omitted.

12.6. Upon termination of this Agreement for any reason, Implementer shall and shall cause each Implementer Party to bring the Services to an orderly conclusion as directed by MCE.

12.7. Notwithstanding the foregoing, this Agreement shall be subject to changes, modifications, or termination by order or directive of the California Public Utilities Commission (“CPUC”). The CPUC 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.

12.8. Notwithstanding any provision herein to the contrary, Sections 2, 3, 8.4, 9, 10, 12, 15, 16, 17, 18, 19, 20, 21, 22, 24, Exhibit B of this Agreement shall survive the termination or expiration of this Agreement.

13. ASSIGNMENT:

The rights, responsibilities, and duties under this Agreement are personal to the Implementer and may not be transferred or assigned without the express prior written consent of MCE, provided, however, that Implementer may in its discretion assign this Agreement or any of its rights under this Agreement to any parent, subsidiary or affiliated business entity of Implementer, with timely written notice to MCE.

14. AMENDMENT; NO WAIVER:

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

15. 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 Implementer’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 Implementer 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 Implementer cannot reach an agreement within a reasonable period of time (but in no event more than 30 calendar days), MCE and Implementer shall have the right to pursue all rights and remedies that may be

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 AI #07_C.2_Att. B: MSA with Franklin Energy Services, LLC available at law or in equity. In particular, Implementer shall have 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.

16. JURISDICTION AND VENUE:

This Agreement shall be construed in accordance with the laws of the State of California and the Parties hereto agree that venue shall be in Marin County, California.

17. INDEMNIFICATION:

To the fullest extent permitted by Applicable Law, Implementer shall indemnify, defend, and hold MCE and its employees, officers, and agents (“MCE Parties”), harmless from and against any and all claims, liabilities, losses, and damages (including, but not limited to, reasonable litigation costs, attorney's fees and costs, and injury or death of any person) arising out of, resulting from, or caused by: a) the negligence, recklessness, intentional misconduct, fraud of all Implementer Parties; b) the failure of a Implementer Party to comply with the provisions of this Agreement or Applicable Law; or c) any defect in design, workmanship, or materials carried out or employed by any Implementer Party, provided however, that if such claim, liability, loss or damage is caused by the negligence, recklessness or willful misconduct of both MCE and Implementer, then Implementer’s indemnification obligation shall be limited to the proportional extent that such liabilities arise from Implementer’s negligence, recklessness or willful misconduct.

EXCEPT WITH REGARD TO IMPLEMENTER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL IMPLEMENTER BE LIABLE HEREUNDER FOR ANY PUNITIVE, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES.

18. 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 MCE’s Joint Powers Agreement, MCE 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. No Implementer Party shall have rights, nor shall any Implementer Party make any claims, take any actions, or assert any remedies against any of MCE’s constituent members in connection with this Agreement.

19. 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.: (925) 378-6767
Notices shall be given to Implementer at the following address:

Implementer: Dean Laube
Address: 102 North Franklin Street
Port Washington, WI 53074
Email Address: [email protected]
Telephone No.: (715) 304-0366

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 AI #07_C.2_Att. B: MSA with Franklin Energy Services, LLC With a copy to:

Implementer: Corporate Counsel
Address: 102 North Franklin Street
Port Washington, WI 53074
Email Address: [email protected]
Telephone No.: (262) 284-3838

20. ENTIRE AGREEMENT; ACKNOWLEDGMENT OF EXHIBITS:

This Agreement along with the attached Exhibits marked below constitutes the entire Agreement between the Parties. In the event of a conflict between the terms of this Agreement and the terms in any of the following Exhibits, the terms in this Agreement shall govern. ☒ Check applicable Exhibits CONTRACTOR’S INITIALS MCE’S INITIALS EXHIBIT A. ☒ Form of Statement of Work [counterpartySignerInitials_ym5 QGsP]
[mCESignerInitials_Z
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EXHIBIT B. ☒ Rate Schedule [counterpartySignerInitials_0e0y wfr]
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EXHIBIT C. ☒ Energy Efficiency Program Terms [counterpartySignerInitials_0y OOfiU]
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21. 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.

22. INDEPENDENT CONTRACTOR:

Implementer is an independent contractor to MCE hereunder. Nothing in this Agreement shall establish any relationship of partnership, joint venture, employment or franchise between MCE and any Implementer Party. Neither MCE nor any Implementer Party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided for herein.

23. INTENTIONALLY OMITTED.

24. THIRD PARTY BENEFICIARIES:

The Parties agree that there are no third-party beneficiaries to this Agreement either express or implied.

25. FURTHER ACTIONS:

The Parties agree to take all such further actions and to execute such additional documents as may be reasonably necessary to effectuate the purposes of this Agreement.

26. 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.

27. DIVERSITY SURVEY:

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 AI #07_C.2_Att. B: MSA with Franklin Energy Services, LLC information to MCE regarding Implementer’s status as a WMDVLGBTBE and any engagement of WMDVLGBTBEs in its provision of Services under this Agreement. Concurrently with the execution of this Agreement, Implementer agrees to complete and deliver MCE’s Supplier Diversity Survey, found at the following link: https://form.asana.com/?k=jSGYk4x3sf2dHfSzywc2fg&d=163567039999692 (the “Diversity Survey”). Because MCE is required to submit annual reports and/or because the Diversity Survey may be updated or revised during the term of this Agreement, Implementer agrees to complete and deliver the Diversity Survey, an updated or revised version of the Diversity Survey or a similar survey at the reasonable request of MCE and to otherwise reasonably cooperate with MCE to provide the information described above. Implementer shall provide all such information in the timeframe reasonably requested by MCE.

28. 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.

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

APPROVED BY
Marin Clean Energy:

By: [mCESignerSignature_aFapZ03]
Name: [mCESignerName_7WWKVEZ]
Title: [mCESignerTitle_MpFK0Ez]
Date: [mCESignerDateField_qYL0FEH]
By:[mCEChairpersonSignerSignature_dO0dTkS]
Chairperson
Date:[mCEChairpersonSignerDateField_2xYRgpJ]
CONTRACTOR:

By: [counterpartySignerSignature_FLtPfoc]
Name: ounterpartySignerName_xwv40To]
Title: counterpartySignerTitle_MOb6TAj] Date:
[counterpartySignerDateField_7hR6pnt]

MODIFICATIONS TO MASTER SERVICES AGREEMENT SHORT FORM
܈ Master Services Agreement Form Content Has Been Modified List sections affected: 1, 5.1, 5.2, 5.5, 5.10, 6, 7 (omitted), 8, 9, 10.5, 10.6(b) and (d), 10.7, 11, 12.1, 12.3, 12.5 (omitted),

12.6, 13, 15, 17, and 23 (omitted)
Approved by MCE Counsel: ___________________________________________ Date: _______________

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 5/4/2023
COO
Grace Wu
5/24/2023
AI #07_C.2_Att. B: MSA with Franklin Energy Services, LLC

EXHIBIT A

FORM OF STATEMENT OF WORK
Statement of Work – Schedule A.[#]
This Schedule A._ ("Schedule A.1" or "Statement of Work" or “SOW”) is entered into on [Date] pursuant to the Master Services Agreement between MARIN CLEAN ENERGY, hereinafter referred to as "MCE", and FRANKLIN ENERGY SERVICES, LLC, hereinafter referred to as "Implementer", dated April 20, 2023 ("Agreement").

Implementer shall provide the following Services under the Agreement as requested and directed by MCE Customer Programs staff, up to the maximum time/fees allowed under this Statement of Work:
[List scope of services]
Billing:

Implementer shall bill monthly and according to the rate schedule listed in Exhibit B of the Master Services Agreement dated DATE. In no event shall the total cost to MCE for the services provided under this Statement of Work exceed the maximum sum of $0,000 for the term of the Agreement.

Term of Statement of Work:

This Statement of Work shall commence on DATE and shall terminate on DATE.

IN WITNESS WHEREOF, the parties have executed this Statement of Work – Schedule A.1 on the date first above written.

APPROVED BY
Marin Clean Energy:

By: __________________________________
Name: _______________________________
Date: ________________________________
By: __________________________________
Chairperson
Date: ________________________________
CONTRACTOR:

By: __________________________________
Name: ___
Date: ________________________________
DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 AI #07_C.2_Att. B: MSA with Franklin Energy Services, LLC

EXHIBIT B

RATE SCHEDULE
For Services provided under this Agreement, MCE shall pay Implementer in accordance with the rate schedule as specified below and in accordance with the payment structure listed in a Statement of Work:

Implementer Key Staff Rates
Name Title Hourly Rate ($/hour)
Isai Reyes Senior Program Manager $160
Justin Kjeldsen Pacific Regional Director $165
Eric Perez Project Specialist $85
Brett Bishop Director of Contract Services $165
Nic Schueller Engineering Manager $101.50
Leonel Campoy Engineering Manager $101.50
Danna Perry Marketing Manager $90
Harrison Fegley IT Project Manager $160
Delfino Quezada Customer Care Center Supervisor $80
Implementer shall bill according to these rates and the payment structure listed in a Statement of Work. Implementer shall not exceed the maximum contract sum listed in any Statement of Work.

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 AI #07_C.2_Att. B: MSA with Franklin Energy Services, LLC

EXHIBIT C
Energy Efficiency Program Terms
The terms below shall apply to all Implementer Parties providing Services under the Home Energy Savings (“Program”).

1. BILLING, ENERGY USE, AND PROGRAM TRACKING DATA.
a) Implementer shall comply with and timely cooperate with all CPUC directives, activities, and requests regarding the Program and Project evaluation, measurement, and verification (“EM&V”). For the avoidance of doubt, it is the responsibility of Implementer to be aware of all CPUC requirements applicable to the Services of this Agreement. b) Implementer shall make available to MCE upon demand, detailed descriptions of the program, data tracking systems, baseline conditions, and participant data, including financial assistance amounts. c) Implementer shall make available to MCE any revisions to Implementer's program theory and logic model (“PTLM”) and results from its quality assurance procedures, and comply with all MCE EM&V requirements, including reporting of progress and evaluation metrics.

2. WORKFORCE STANDARDS.

At all times during the Term of the Agreement, Implementer shall comply with, and shall cause all Implementer Parties to comply with, the workforce qualifications, certifications, standards and requirements set forth in this Exhibit C, Section 2 (“Workforce Standards”).

The Workforce Standards shall be included in their entirety in MCE’s Final Implementation Plan. If applicable, “Final Implementation Plan” is defined in the deliverables for the Services listed in the applicable SOW. Prior to commencement of any Services, once per calendar year, and at any other time as may be requested by MCE, Implementer shall provide all documentation necessary to demonstrate to MCE’s reasonable satisfaction that Implementer has complied with the Workforce Standards.

3. COORDINATION WITH OTHER PROGRAM ADMINISTRATORS.

Implementer shall coordinate with other Program Administrators, including investor-owned utilities and local government agencies authorized by the CPUC to implement CPUC-directed energy efficient programs, administering energy efficiency programs in the same geographic area as MCE. These other Program Administrators include: Pacific Gas and Electric Company and Bay Area Regional Energy Network. The CPUC may develop further rules related to coordination between Program Administrators in the same geographic area, and any Implementer is required to comply with such rules.

4. MEASUREMENT AND VERIFICATION REQUIREMENTS, INCLUDING GUIDELINES ABOUT NORMALIZED METERED ENERGY CONSUMPTION (“NMEC”) DESIGN REQUIREMENTS
Implementer shall:

1. Only enroll customers that qualify for Program services.

2. Comply with current policies, procedures, and other required documentation as required by MCE;

3. Report Customer Participation Information to MCE.

4. Work with MCE’s evaluation team to define Program-specific data collection and evaluability requirements, and in the case of NMEC which independent variables shall be normalized.

Throughout the Term, MCE may identify new net lifecycle energy savings estimates, net-to- gross ratios, effective useful lives, or other values that may alter Program Net Lifecycle Energy Savings, as defined in the applicable SOW, if applicable. Implementer shall use modified values upon MCE’s request, provided MCE modifies Implementer’s Program budget and/or overall Program net lifecycle Energy Savings consistent with the requested change. MCE shall determine any budget increases or decreases in its sole discretion.

For Programs claiming to-code savings: Implementer shall comply with Applicable Law and work with MCE to address elements in its Program designs and Implementation Plans, such as:

1. Identifying where to-code savings potential resides;

2. Specifying which equipment types, building types, geographic allocations, and/or customer segments promise cost-effective to-code savings;

3. Describing the barriers that prevent code-compliant equipment replacements;

4. Explaining why natural turnover is not occurring within certain markets or for certain technologies; and

5. Detailing the program interventions that would effectively accelerate equipment turnover.

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 AI #07_C.2_Att. B: MSA with Franklin Energy Services, LLC December 6, 2023
TO: MCE Executive Committee
FROM: Alex Valenti, Manager of Customer Programs
RE: Proposed First Agreement with Resource Innovations, Inc.

ATTACHMENT: A. First Agreement with Resource Innovations, Inc. (Agenda Item #07_C3)
B. First Agreement with Resource Innovations, Inc.

REDLINED (Agenda Item #07_C.3)
Dear Executive Committee Members:

Summary:

The proposed First Agreement with Resource Innovations, Inc. (“RI”) would support MCE’s new Commercial Equity Program (“Program”). The Program has secured funding from the California Public Utilities Commission (“CPUC”) to provide customers with equity-driven energy saving incentives from 2024 through 2027.

The Program’s overarching goal is to implement energy, health, and cost-saving measures tailored to businesses situated in disadvantaged communities and low-income census tracts within MCE’s service area.

MCE released a solicitation for a Program implementer in the fall of 2022, and The Energy Alliance Association (“TEAA”) was the winning bidder. MCE entered into an agreement with TEAA in February 2023. Midway through the first year of the two-year term, however, it became evident that TEAA was unable to meet the staffing requirements essential for the Program’s success. Consequently, in July 2023, MCE and TEAA agreed to transition TEAA’s role away from the Program, and MCE decided that a different bidder would be better suited as the Program implementer.

In MCE’s 2022 solicitation, RI’s bid stood out due to their experience in successfully running similar equity-focused programs, building a robust stakeholder engagement plan, and meeting modern reporting and auditing needs. This expertise was reflected in their high ranking in our evaluation, placing them as the second-highest bidder RI’s demonstrated capabilities make them a suitable choice for fulfilling the Program implementer role.

If approved, the services encompassed in the proposed First Agreement with RI would include stakeholder engagement, Program development, marketing, and overall management throughout the proposed contract term (January 2, 2024 - December 31, 2026).

Fiscal Impacts: The proposed First Agreement with RI is in the amount of $3,126,542, which would be effective from January 2, 2024 through December 31, 2026.

Expenditures related to the proposed First Agreement with RI would be funded completely from energy efficiency program funds allocated by the CPUC.

Recommendation: Approve the proposed First Agreement with Resource Innovations, Inc.

MCE Standard Form 001 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 1 of 26

MARIN CLEAN ENERGY

STANDARD SHORT FORM CONTRACT FOR VENDORS RECEIVING MCE DATA

FIRST AGREEMENT

BY AND BETWEEN
MARIN CLEAN ENERGY AND RESOURCE INNOVATIONS, INC.

THIS FIRST AGREEMENT (“Agreement”) is made and entered into on December 6, 2023 by and between MARIN CLEAN ENERGY (hereinafter referred to as “MCE”) and Resource Innovations, Inc., a Delaware corporation with principal address at: 719 Main Street, Suite A, Half Moon Bay, CA 94019 (hereinafter referred to as “Implementer”) (each, a “Party,” and, together, the “Parties”).

RECITALS:

WHEREAS, MCE desires to retain Implementer to provide the services described in Exhibit A attached hereto and by this reference made a part hereof (“Services”);
WHEREAS, Implementer desires to provide the Services to MCE; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SCOPE OF SERVICES:

Implementer agrees to provide all of the Services in accordance with the terms and conditions of this Agreement. “Services” shall also include any other work performed by Implementer pursuant to this Agreement.

2. FEES AND PAYMENT SCHEDULE; INVOICING:

3. MAXIMUM COST TO MCE:

In no event will the cost to MCE for the Services to be provided herein exceed the maximum sum of $3,126,542.

4. TERM OF AGREEMENT:

This Agreement shall commence on January 2, 2024 (“Effective Date”) and shall terminate on December 31, 2026, unless earlier terminated pursuant to the terms and conditions set forth in Section 12.

5. REPRESENTATIONS; WARRANTIES; COVENANTS:

5.1. IMPLEMENTER REPRESENTATIONS AND WARRANTIES. Implementer represents, warrants and covenants that (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (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 where the failure to be licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder, (d) it is qualified and competent to render the Services and 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.

5.2. COMPLIANCE WITH APPLICABLE LAW: At all times during the Term and the performance of the Services, Implementer shall comply with all applicable federal, state and local laws, regulations, ordinances and resolutions (“Applicable Law).

MCE Standard Form 001 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 2 of 26 for the operation of its business and the performance of the Services. Implementer shall promptly provide copies of such licenses and registrations to MCE at the request of MCE.

5.4. NONDISCRIMINATORY EMPLOYMENT: Implementer shall not unlawfully discriminate against any individual based on race, color, religion, nationality, sex, sexual orientation, gender identity, age or condition of disability. Implementer understands and agrees that Implementer is bound by and shall comply with the nondiscrimination mandates of all federal, state, and local statutes, regulations, and ordinances.

5.5. PERFORMANCE ASSURANCE; BONDING. At all times during the performance of the Services, Implementer represents, warrants and covenants that it has and shall obtain and maintain, at its sole cost and expense, all bonding requirements of the California Contractors State License Board (“CSLB”), as may be applicable. Regardless of the specific Services provided, Implementer shall also maintain any payment and/or performance assurances as may be requested by MCE, and subsequently agreed to by the parties during the performance of the Services.

5.6. SAFETY. At all times during the performance of the Services, Implementer represents, warrants and covenants that it shall:
(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 applicable to the Services;
(b) abide by all applicable MCE security procedures, rules and regulations provided to Implementer in writing 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 Implementer in writing from time to time;
(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; (e) have in place an effective Injury and Illness Prevention Program that meets the requirements of 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 Implementer from time to time;
(f) be responsible for initiating, maintaining, monitoring and supervising all safety precautions and programs in connection with the performance of the Agreement; and
(g) monitor the safety of the job site(s), if applicable, during the performance of all Services to comply with all applicable federal, state, and local laws and to follow safe work practices.

5.7. BACKGROUND CHECKS.
(a) Implementer hereby represents, warrants and covenants that any employees, members, officers, contractors, subcontractors, and agents of Implementer, but excluding Installers (as defined in Exhibit A) (each, an “Implementer Party,” and, collectively, the “Implementer Parties”) having or requiring access to MCE’s assets, premises, customer property (“Covered Personnel”) shall have successfully passed background screening on each such individual, prior to receiving access, which screening may include, among other things to the extent applicable to the Services, a screening of the individual’s educational background, employment history, valid driver’s license, and court record for the seven (7) year period immediately preceding the individual’s date of assignment to perform the Services.
(b) Notwithstanding the foregoing and to the extent permitted by applicable law, in no event shall Implementer permit any Covered Personnel to have one or more convictions during the seven (7) year period immediately preceding the individual’s date of assignment to perform the Services, or at any time after the individual’s date of, assignment to perform the Services, for any of the following (“Serious Offense”): (i) a “serious felony,” similar to those defined in California Penal Code Sections 1192.7(c) and 1192.8(a), or a successor statute, or (ii) any crime involving fraud (such as, but not limited to, crimes covered by California Penal Code Sections 476, 530.5, 550, and 2945, California Corporations Code 25540), embezzlement (such as, but not limited to, crimes covered by California Penal Code Sections 484 and 503 et seq.), or racketeering (such as, but not limited to, crimes covered by California Penal Code Section 186 or the Racketeer Influenced and Corrupt Organizations(“RICO”) Statute (18 U.S.C. Sections 1961‐ 1968)).
(c) To the maximum extent permitted by applicable law, Implementer shall maintain documentation related to such background and drug screening for all Covered Personnel and make it available to MCE for audit if required pursuant to the audit provisions of this Agreement.
(d) To the extent permitted by applicable law, Implementer shall notify MCE if any of its Covered Personnel is charged with or convicted of a Serious Offense during the term of this Agreement. Implementer shall also immediately prevent that employee, representative, or agent from performing any Services.

AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 001 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 3 of 26

5.8. FITNESS FOR DUTY. Implementer shall ensure that all Covered Personnel report to work fit for their job. Covered Personnel may not consume alcohol while on duty and/or be under the influence of drugs or controlled substances that impair their ability to perform the Services properly and safely. Implementer shall, and shall cause its subcontractors to, have policies in place that require their employees, contractors, subcontractors and agents to report to work in a condition that allows them to perform the work safely. For example, employees should not be operating equipment under medication that creates drowsiness.

5.9. QUALITY ASSURANCE PROCEDURES. Implementer shall comply with the Quality Assurance Procedures identified in Exhibit A (if any) (the “Quality Assurance Procedures”). Additionally, Quality Assurance Procedures must include, but are not limited to: (i) industry standard best practices; (ii) procedures that ensure customer satisfaction; and (iii) any additional written direction from MCE.

5.10. ASSIGNMENT OF PERSONNEL. The Implementer shall not substitute any personnel for those specifically named in the Scope of Work, included as Exhibit A, if applicable, unless personnel with substantially equal or better qualifications and experience are provided, acceptable to MCE, as is evidenced in writing.

5.11. ACCESS TO CUSTOMER SITES: Implementer shall be responsible for obtaining any and all access rights for Implementer Parties, from customers and other third parties to the extent necessary to perform the Services. Implementer shall also procure any and all access rights from Implementer Parties, customers and other third parties in order for MCE and California Public Utilities Commission (CPUC) employees, representatives, agents, designees and contractors to inspect the Services.

6. INSURANCE:

At all times during the Term and the performance of the Services, Implementer shall maintain the insurance coverages set forth below.

All such insurance coverage 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, directors, officers, and agents as additional insureds. The certificate(s) of insurance and required endorsement shall be furnished to MCE prior to commencement of Services. Certificate(s) of insurance must be current as of the Effective Date, and shall remain in full force and effect through the Term. If scheduled to lapse prior to termination date, certificate(s) of insurance must be automatically updated before final payment may be made to Implementer. Each certificate of insurance shall provide for thirty (30) days’ advance written notice to MCE of any cancellation or reduction in coverage. Insurance coverages shall be payable on a per occurrence basis only, except those required by Section 6.4 which may be provided on a claims-made basis consistent with the criteria noted therein. Coverages may be provided by a combination of primary or excess insurance policies so long as the provision does not inhibit MCE’s ability to recover insurance coverage and excess insurance policies are used only to augment coverage after the primary insurance limit is exhausted. Implementer shall provide evidence of both primary and excess insurance policies as applicable.

Nothing in this Section 6 shall be construed as a limitation on Implementer's indemnification obligations in Section 17 of this Agreement.

6.1. GENERAL LIABILITY. The Implementer shall maintain a commercial general liability insurance policy in an amount of no less than million dollars ($2,000,000) with a four million dollar ($4,000,000) aggregate limit. “Marin Clean Energy” 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 (REQUIRED IF CHECKED ☒). Where the Services to be provided under this Agreement involve or require the use of any type of vehicle by Implementer in order to perform said Services, Implementer 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).

MCE Standard Form 001 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 4 of 26 date (how far back in time a loss can occur for the professional liability policy to cover the claim) prior to the Effective Date. If coverage is cancelled or non-renewed, it must be replaced with another claims made policy form with a “retroactive date” prior to the Effective Date.

6.5. PRIVACY AND CYBERSECURITY LIABILITY (REQUIRED IF CHECKED ☒ Implementer shall maintain 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 claim / $2,000,000 aggregate.

7. FINANCIAL STATEMENTS:

Implementer shall deliver financial statements as may be reasonably requested by MCE from time to time subject to confidential treatment by MCE in accordance with the Confidentiality Agreement between the Parties dated November 21, 2023. Such financial statements or documents shall be for the most recently available audited or reviewed period and prepared in accordance with generally-accepted accounting principles.

8. SUBCONTRACTING:

The Implementer 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 expressly identified herein in Exhibit A. If Implementer hires a subcontractor under this Agreement (a “Subcontractor”), Subcontractor shall be bound by all applicable terms and conditions of this Agreement, and Implementer shall ensure the following:

8.1. Subcontractor shall comply with the following terms of this Agreement: Sections 9, 10, Exhibit A.

8.2. Subcontractor shall provide, maintain and be bound by the representations, warranties and covenants of Implementer contained in Section 5 hereof (as may be modified to be applicable to Subcontractor with respect to Section 5.1(a) hereof) at all times during the term of such subcontract and its provision of Services.

8.4. Subcontractor shall be contractually obligated to indemnify the MCE Parties (as defined in Section 17 hereof) pursuant to the terms and conditions of Section 17 hereof.

8.5. Subcontractor shall not be permitted to further subcontract any obligations under this Agreement.

9. RETENTION OF RECORDS AND AUDIT PROVISION:

Audits shall be at MCE’s expense, unless discrepancies are found during the Audit and, in such cases, Implementer will reimburse MCE for the reasonable costs of the audit and Implementer shall refund any monies erroneously charged. Implementer 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. Any such audit will be conducted upon at least thirty (30) days’ prior written notice to Implementer.

10. DATA, CONFIDENTIALITY AND INTELLECTUAL PROPERTY:

AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 001 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 5 of 26

10.1. DEFINITION OF “MCE DATA”. “MCE Data” shall mean all data or information provided by or on behalf of MCE, including but not limited to, customer Personal Information (defined below); 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 Implementer as MCE may approve of in advance and in writing (in each instance); account numbers, forecasts, and other similar information disclosed to or otherwise made available to Implementer. MCE Data shall also include all data and materials provided by or made available to Implementer 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. “Confidential Information” under this Agreement shall have the same meaning as defined in the Marin Clean Energy Non-Disclosure Agreement between the Parties dated November 21, 2023.

10.3. MCE DATA SECURITY MEASURES. Prior to Implementer receiving any MCE Data, Implementer shall comply, and at all times thereafter continue to comply, in compliance with MCE’s Data security policies set forth in MCE Policy 009 (available upon request) 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 November 21, 2023, and as set forth in MCE Policy 001 - Confidentiality. MCE’s Security Measures and Confidentiality provisions require Implementer 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.

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

MCE Standard Form 001 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 6 of 26 for governmental and regulatory purposes related thereto. Unless otherwise expressly agreed to by the Parties, Implementer shall retain all of its rights, title and interest in Implementer’s Pre‐Existing Materials (defined below). Any such Pre-Existing Material that is modified using Intellectual Property under this Agreement is owned by MCE. “Implementer’s Pre-Existing Materials” means (a) Implementer’ name, logo, internet domains and all the names, logos, and trademarks associated with its services; (b) products, software, platforms, systems, databases, technology, and tools that are proprietary to Implementer or to its third party licensors (“Implementer Technology”); (c) Implementer’s proprietary cloud-based products and its associated documentation, content, data, software, and technology that Implementer markets under the name iEnergy® and that is made available by Implementer on a software-as-a-service basis for the deployment, management and monitoring of energy efficiency programs and for the engagement and management of trade ally networks (the “SaaS Services”); and (d) any other materials and information in any form or medium including any methodologies, procedures, designs, algorithms, techniques, concepts, ideas, know-how, documents, data, content, specifications, equipment and components and other property; that are: (y) owned, developed, licensed, or otherwise acquired by Implementer prior to the Effective Date; or (z) developed, licensed, or otherwise acquired by Implementer after the Effective Date, including during the course of providing Services under this Agreement but without using any MCE Data. Notwithstanding anything to the contrary, Implementer or its licensors retain all rights, title and interests, including without limitation all patents, copyrights, mask works, trade secrets, trademarks, and any other intellectual property and proprietary rights, enhancements, derivative works, and modifications in or related to any Implementer’s Pre-Existing Materials.

MCE acknowledges and agrees that Implementer may use Implementer Technology and the SaaS Services internally to perform the Services and that nothing in this Agreement shall grant MCE any rights in or to Implementer’s Pre-Existing Materials that are not expressly granted in this Section 10 .6(d) or in the Scope of Services contained in Exhibit A. To the extent that any Implementer’s Pre-Existing Materials, excluding Implementer Technology and the SaaS Services, is incorporated or embedded in a deliverable that is provided to MCE under this Agreement and upon payment of Software Configuration fixed fee, Implementer grants MCE a perpetual, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use such Implementer’s Pre-Existing Materials as necessary for MCE’s use in accordance with the Scope of Services contained in Exhibit A and purpose of the Agreement. If MCE will be provided access to Implementer Technology or the SaaS Services, as specified in the Scope of Services contained in Exhibit A, MCE will receive an as-needed, non-exclusive, royalty-free license to access such technology during the term of the Agreement and to bring matters to an orderly conclusion after the termination or conclusion of the Agreement.

MCE and Implementer will work together to ensure that, before each MCE customer or Installer (defined in Exhibit A) receives log in credentials to Implementer Technology or the SaaS Services, that the MCE customer or Installer agrees to a valid and enforceable participation agreement that includes, among other terms, (i) terms protective of Implementer and its rights to ownership of the Implementer Technology; and (ii) a consumer-facing privacy policy in accordance with applicable law that completely and accurately describes the information collection, use and disclosure practices on the user portal. The participation agreement is subject to written approval by both Parties. “Content” is all information, text and other content provided by MCE or its customers or Installers in or for use with Implementer Technology or the SaaS Services, including, but not limited to, any copyrightable material, or trademarks, service marks and trade names that have been independently developed or acquired by MCE and are provided by MCE to Implementer for inclusion in the Content. Content may include MCE Data and/or Confidential Information as defined in the Agreement. MCE retains all rights, title, and interest in all Content. MCE grants Implementer a non-perpetual, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Content in its performance of the Services under the Agreement. In accordance with section 10.5, upon termination, Implementer shall, at the choice of MCE and with a written request received within thirty (30) days of termination, return all Content transferred and the copies thereof to MCE or shall destroy all the Content and certify to MCE that it has done so.

10.6(d)(i) Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, IMPLEMENTER MAKES NO

WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SAAS SERVICES OR IMPLEMENTER TECHNOLOGY. IMPLEMENTER HEREBY SPECIFICALLY DISCLAIMS ALL

IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Implementer (a) does not warrant that the SaaS Services or Implementer Technology will (i) be free from errors, (ii) run properly on any or all computer hardware operating systems, (iii) meet requirements of MCE, or (iv) operate in an uninterrupted or error free manner; however, in the event that (i)-(iv) occurs, Implementer will make commercially reasonable efforts to correct them as promptly as possible; (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and MCE acknowledges that the SaaS Service and Implementer Technology may be subject to limitations, delays and other problems inherent in the use of such communication facilities; and (c) is not responsible for any failure or deficiency caused by or associated with circumstances beyond Implementer’ reasonable control or acts or omissions of MCE, its employees, or its agents, including without limitation custom scripting or coding, any negligence, willful misconduct, or use of the Implementer Technology or the SaaS Services outside the scope of this Agreement.

AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 001 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 7 of 26

10.7. EQUITABLE RELIEF. Each Party acknowledges that a breach of this Section 10 would cause irreparable harm and significant damages to the other Party, the degree of which may be difficult to ascertain. Accordingly, each Party agrees that MCE shall have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of MCE Data or Personal Information, in addition to any other rights and remedies that it may have at law or otherwise; and Implementer shall have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of Implementer’s Pre-Existing Materials, in addition to any other rights and remedies that it may have at law or otherwise.

11. FORCE MAJEURE:

A Party shall be excused for failure to perform its obligations under this Agreement if such obligations are prevented by an event of Force Majeure (as defined below), but only for so long as and to the extent that the Party claiming Force Majeure (“Claiming Party”) is actually so prevented from performing and provided that (a) the Claiming Party gives written notice and full particulars of such Force Majeure to the other Party (the “Affected Party”) promptly after the occurrence of the event relied on, (b) such notice includes an estimate of the expected duration and probable impact on the performance of the Claiming Party’s obligations under this Agreement, (c) the Claiming Party furnishes timely regular reports regarding the status of the Force Majeure, including updates with respect to the data included in Section 10 above during the continuation of the delay in the Claiming Party’s performance, (d) the suspension of such obligations sought by Claiming Party is of no greater scope and of no longer duration than is required by the Force Majeure, (e) no obligation or liability of either Party which became due or arose before the occurrence of the event causing the suspension of performance shall be excused as a result of the Force Majeure; (f) the Claiming Party shall exercise commercially reasonable efforts to mitigate or limit the interference, impairment and losses to the Affected Party; (g) when the Claiming Party is able to resume performance of the affected obligations under this Agreement, the Claiming Party shall give the Affected Party written notice to that effect and promptly shall resume performance under this Agreement. “Force Majeure” shall mean acts of God such as floods, earthquakes, fires, orders or decrees by a governmental authority, civil or military disturbances, wars, riots, terrorism or threats of terrorism, utility power shutoffs, strikes, labor disputes, pandemic, or other forces over which the responsible Party has no control and which are not caused by an act or omission of such Party.

12. TERMINATION:

12.1. If the Implementer fails to provide the Services required under this Agreement, otherwise fails to comply with the material terms of this Agreement, violates any Applicable Law, makes an assignment of 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, otherwise becomes bankrupt or insolvent (however evidenced), or becomes unable to pay its debts as they fall due, and is unable to cure such breach within fifteen (15) calendar days after written notice from MCE, then MCE may terminate this Agreement by giving five (5) business days’ written notice to Implementer.

12.3. In the event of termination not the fault of the Implementer, the Implementer shall be paid for Services performed up 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 this Section 12, in no event shall MCE be liable for lost or anticipated profits or overhead on uncompleted portions of the Agreement. Implementer 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, Implementer shall have delivered to MCE any and all Intellectual Property (as defined in Section

10.1(b)) prepared for MCE before the effective date of such termination.

12.4. MCE may terminate this Agreement if funding for this Agreement is reduced or eliminated by a third-party funding source.

12.5. 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.

12.6. Upon termination of this Agreement for any reason, Implementer shall and shall cause each Implementer Party to bring the Services to an orderly conclusion as directed by MCE and shall return all MCE Data (as defined in Section 10.1(a) above) and Intellectual Property to MCE.

12.7. Notwithstanding the foregoing, this Agreement shall be subject to changes, modifications, or termination by order or directive of the CPUC. The CPUC 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.

AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 001 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 8 of 26

13. ASSIGNMENT:

The rights, responsibilities, and duties under this Agreement are personal to Implementer and may not be transferred or assigned without the express prior written consent of MCE; provided, however, that Implementer may assign this Agreement in its entirety or its rights, duties or obligations under this Agreement without MCE's consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets but only: if the assignee is capable of and willing to perform all the obligations under this Agreement and has a satisfactory financial standing as determined by MCE; and upon 60 days’ advance written notice to MCE.

14. AMENDMENT; NO WAIVER:

15. DISPUTES:

16. JURISDICTION AND VENUE:

This Agreement shall be construed in accordance with the laws of the State of California and the Parties hereto agree that venue shall be in Marin County, California.

17. INDEMNIFICATION:

To the fullest extent permitted by Applicable Law, Implementer shall indemnify, defend, and hold MCE and its employees, officers, directors, representatives, and agents (“MCE Parties”), harmless from and against any and all third party actions, claims, liabilities, losses, costs, damages, and expenses (including, but not limited to, reasonable litigation costs, attorney's fees and costs, physical damage to or loss of tangible property, and injury or death of any person) arising out of, resulting from, or caused by: a) the negligence, recklessness, intentional misconduct, fraud of all Implementer Parties; b) the failure of a Implementer Party to comply with the provisions of this Agreement or Applicable Law; or c) any defect in design, workmanship, or materials carried out or employed by any Implementer Party; provided that (1) MCE provides prompt written notice to Implementer of such claim and reasonable information, assistance and cooperation in defending the claim and (2) Implementer assumes and controls the defense and settlement of such claim giving MCE a right to consent to any decision that would be binding upon MCE.

18. LIMITATION OF LIABILITY:

To the extent not prohibited by applicable law, Implementer shall not be liable under the contract for any special, indirect, consequential, incidental, exemplary or punitive damages of any kind, including, but not limited to loss of use or loss of profit, except as otherwise expressly provided in this Agreement, regardless of (1) the legal theory on which such liability is based, (2) Implementer having been advised of the possibility of such loss or damage, or (3) whether such loss or damage were reasonably foreseen. In no event shall Implementer’s maximum liability in the aggregate arising out of, connected with, or resulting from the Agreement or the performance or breach thereof, exceed the total fee without incentives under this Agreement as found in Table 5. Program Budget in Exhibit B; however, the limitations set forth in this paragraph shall not apply to Implementer’s confidentiality obligations, Implementer’s indemnification obligations under Section 17 with respect to third party claims, or to the extent caused by Implementer’s or its Subcontractors’ gross negligence, willful misconduct, or fraud. Nothing in this paragraph is intended to limit recovery available to the extent covered under the insurance policies stipulated in Section 6 (Insurance).

19. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF MCE:

MCE shall solely be responsible for all debts, obligations, and liabilities accruing and arising out of this Agreement. No Implementer Party shall have rights and nor shall any Implementer Party make any claims, take any actions, or assert any remedies against any of MCE’s constituent members in connection with this Agreement.

20. 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:

AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 001 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 9 of 26 Email Address: [email protected]
All other notices shall be given to MCE at the following location:

Contract Manager: Monique McCool
MCE Address: 1125 Tamalpais Avenue
San Rafael, CA 94901
Email Address: [email protected]
Telephone No.: (415) 464-6049
Notices shall be given to Implementer at the following address:

Implementer: Resource Innovations, Inc.

Implementer Address: 400 N. Michigan Avenue, S600
Chicago, IL 60611
Email Address: [email protected]
Telephone No.: (650) 761-6456

21. ENTIRE AGREEMENT; ACKNOWLEDGMENT OF EXHIBITS:

☒ Energy Efficiency Program Terms
EXHIBIT D. ☒ MCE CRM Access Protocols

22. SEVERABILITY:

23. INDEPENDENT CONTRACTOR:

24. TIME:

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

AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 001 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 10 of 26

25. THIRD PARTY BENEFICIARIES:

The Parties agree that there are no third-party beneficiaries to this Agreement either express or implied.

26. FURTHER ACTIONS:

The Parties agree to take all such further actions and to execute such additional documents as may be reasonably necessary to effectuate the purposes of this Agreement.

27. PREPARATION OF AGREEMENT:

28. DIVERSITY SURVEY:

Pursuant to Senate Bill 255 which amends Section 366.2 of the California Public Utilities Code, MCE is required to submit to the California Public Utilities Commission an annual report regarding its procurement from women-owned, minority-owned, disabled veteran-owned and LGBT-owned business enterprises (“WMDVLGBTBE”). Consistent with these requirements, Implementer agrees to provide information to MCE regarding Implementer’s status as a WMDVLGBTBE and any engagement of WMDVLGBTBEs in its provision of Services under this Agreement. Concurrently with the execution of this Agreement, Implementer agrees to complete and deliver MCE’s Supplier Diversity Survey, found at the following link: https://forms.gle/DUBkcdFCskb7NNcA8 (the “Diversity Survey”). Because MCE is required to submit annual reports and/or because the Diversity Survey may be updated or revised during the term of this Agreement, Implementer agrees to complete and deliver the Diversity Survey, an updated or revised version of the Diversity Survey or a similar survey at the reasonable request of MCE and to otherwise reasonably cooperate with MCE to provide the information described above. Implementer shall provide all such information in the timeframe reasonably requested by MCE.

29. 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.

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

APPROVED BY
Marin Clean Energy:

By:

IMPLEMENTER:

By:

Name: Name:

Title: Title:

Date: Date:

By:

Chairperson
Date:

MODIFICATIONS TO STANDARD SHORT FORM
☒ Standard Short Form Content Has Been Modified
List sections affected: 5.5, 5.6, 5.7(a), 5.9, 5.10, 6, 6.4, 6.5, 7, 8, 9, 10.6(b), 10.6(d), 10.6(d)(i) (added), 12.1, 13, 17, 18 (added) Approved by MCE Counsel: ___________________________________________ Date: _______________ AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 11 of 26

EXHIBIT A

SCOPE OF SERVICES
The Implementer shall provide the following Services under the Agreement as requested and directed by MCE Customer Programs staff, up to the maximum time/fees allowed under this Agreement:

Overview: Implementer shall provide program implementation services for the Commercial Equity Program (“Program”).

The Program is focused on providing energy and cost savings measures to MCE commercial customers located in areas that are categorized by the CPUC as disadvantaged or low income (“Eligible Participant(s)” or “Customer(s)”).

The Program is designed to provide energy efficiency (“EE”) education, comprehensive facility audits, no-cost direct install (“DI”) measures, as well as point of sale (“POS”) rebates for additional measures to Eligible Participants. “Project” is defined as one or more measures installed at an Eligible Participant site, either immediately or in phases.

For purpose of the Agreement and this Scope of Services, “Installer” means an individual, company, trade ally or trade professional, or other third party who performs any assessment, installation, and construction work for the purpose of putting into service and making operational the EE measure(s) identified in an approved Customer’s Project (collectively, “Measure Installation”) under the Program. Without limiting Implementer’s other obligations under this Agreement in respect to Installers, Implementer shall ensure the following requirements are met: (a) Installers shall not be an employee of the Implementer; (b) Installer shall perform the Measure Installation in accordance with the authorized Installer Participation Agreement; (c) Installers performing Measure Installations shall have entered into a separate written agreement directly with the end-Customer for an approved Customer Project in compliance with the authorized Installer Participation Agreement; and (d) except for Implementer’s pass through payment to Installer of the direct install or incentive payment for their Measure Installation under this Agreement, Installers shall not otherwise receive any other payment from the Implementer for the Measure Installation, and the Implementer shall not receive any compensation from the Installer or the end-customer for such Measure Installation services performed by the Installer.

1. Program Planning & Launch Readiness
Task 1.A) Program Implementation Plan
Implementer will develop and execute a Program Implementation Plan (“PIP”), subject to MCE’s approval. The PIP will be based on the current CPUC program templates provided by MCE. MCE staff will work with Implementer to refine and create a final Program framework.

MCE and Implementer will meet biweekly in order to finalize the PIP.

The PIP will include, but not be limited to, the following:
• Program description and narrative;
• Marketing and Outreach plan (“M&O Plan"), subject to MCE Public Affairs team approval;
• Customer incentive details and delivery;
• Customer technical support description;
• Customer qualifying questionnaire;
• Program Quality Assurance Procedures;
• Details surrounding the stakeholder feedback meetings which will occur twice per year; • Program performance metrics, including energy and non-energy benefits; and • Evaluation, Measurement & Verification plan (“EM&V Plan”).

Implementer will assist MCE in developing materials for, and hosting, a public CPUC webinar prior to finalizing the PIP. MCE will invite EE stakeholders to provide feedback and input on the draft PIP, which will be reviewed during the webinar. Once the PIP is filed, the Program is considered launched.

Implementer will provide periodic updates to the PIP, as needed, when significant Program modifications are made.

Task 1.A) DELIVERABLE: Implementer to develop and execute PIP.

Estimated Delivery: Within 30 days of Effective Date, with periodic updates as needed.

AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 12 of 26 Task 1.B) Marketing and Outreach Planning
Implementer will develop an M&O Plan to attract and engage Eligible Participants.

Implementer will collaborate with the MCE Public Affairs team for all related marketing activities.

The M&O Plan will follow the required CPUC-template, and include the following information (to be approved by MCE Public Affairs team):
• Coordinate with MCE’s brand look and feel that resonates with Customers and adheres to MCE standards.
• Document how Implementer, Environment Innovations (“EI”) (or other qualified subcontractor with equivalent or superior qualifications as documented in writing), local community-based organizations (“CBO”), and Installers will use marketing materials. • Describe how CBOs and Installers will be sourced to ensure that they can build trust with a diverse set of Eligible Participants who may have been historically denied energy assistance due to size or inequity factors.
• Provide a list of marketing collateral that will be developed to educate Customers on their equipment and energy usage, support the installation of energy savings measures and provide referrals to other services and incentives. Identify who will lead development of the materials (RI, EI or MCE). Materials will be multilingual. • Develop a multi-channel marketing campaign strategy, in collaboration with MCE, that identifies preferred channels, distribution process, leads and type of content.

Task 1.B) DELIVERABLE: Implementer to develop and finalize M&O Plan.

Estimated Delivery: Within 60 days of Effective Date.

Task 1.C) Measure Development
Implementer will document installed DI or POS measures from the Savings Measure List (Exhibit B, Table 3). All identified measures will save energy (kWh and/or therms) and/or provide health and comfort non-energy benefits as developed by the CPUC. The Savings Measure List may be updated with added, modified, or removed measures as needed upon 60 days’ notice from MCE or Implementer and written confirmation of the update.

Implementer will:
• Identify active measure packages, retired measure packages, and MCE-approved calculation methodologies to use as reference points when determining kWh, therms, and bill savings in addition to non-energy benefits.
• Finalize and continue to update the Savings Measure List for review and approval by MCE. • Integrate Savings Measure List, bill savings and related permutations into iEnergy, Implementer’s project facilitation tool.
• Provide a minimum of 30 days’ notice to outreach team (which includes outreach managers, Installers, CBOs, the California Green Business Network [“CAGBN"]) of any necessary measure changes.

Task 1.C) DELIVERABLE: Implementer to define Program Savings Measure List.

Estimated Delivery: Within 30 days of Effective Date, with periodic updates as needed.

Task 1.D) Partner Engagement
Implementer will be responsible for developing a strong partner network that includes recruiting qualified Installers and outreach team members. Implementer will subcontract with EI (or other qualified subcontractor with equivalent or superior qualifications as documented in writing) as well as CBOs to conduct direct outreach to Eligible Participants. • EI will manage CBOs, who will host events and recruit Eligible Participants by assisting with Program enrollment.
• EI will manage the CAGBN and green business programs (“GBP”), the staff of which will perform facility assessments, and will refer installation of more projects to qualified Installers, as well as coordinate with Installers to develop Program pipeline and achieve Program outcomes. CAGBN and GBPs will receive an upfront payment for these services.

AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 13 of 26 • Implementer will recruit and manage a roster of Installers to conduct all installations which require licensing and/or permitting. MCE will have the opportunity to provide input on qualification criteria and approval of Installer roster. • Implementer will manage the Installers directly, providing and monitoring key performance indicators (“KPIs”) which promote high customer satisfaction and excellent customer service.
• Implementer will provide Outreach Managers to conduct facility assessments, transfer leads to Installers, and provide project management for projects that require multiple Installers.

Task 1.D) DELIVERABLE: Implementer to engage EI and Installer partners.

Estimated Delivery: On-going.

Task 1.E) Software Configuration
Implementer will configure an instance of iEnergy. iEnergy will provide: a public user interface to customers for enrollment; an onsite assessment tool for Outreach Managers, GBP staff, and CBOs to facilitate targeted walkthrough assessments to identify eligible bill savings measures and to allow Outreach Managers to develop optimized project scopes with the customer in real-time; and articulate project/measure benefits and costs. iEnergy will also educate Customers on complementary programs via the project summary report, which will be customized with MCE branding and provided to Customers. The project summary report will include project details, financing options, return on investment information, next steps, and supplemental information on complementary programs.

Implementer will work with MCE to configure the tool in accordance with the details as described below:
• Set up connection to MCE customer data to support enrollment, targeting and reporting. • Collect and document requirements related to integration with MCE Customer Relationship Management (“CRM”) tool.
• Document eligibility criteria for enrollment screening process. Integrate all required databases to accommodate enrollment screening.
• Develop a workflow for Customer participation, from enrollment to final approval of projects.
• Configure iEnergy Public User Interface, Onsite, and Program Management tools based on requirements and workflow.
• Configure and provide software licenses to Trade Ally Connect (“TAC”), to be accessed by Installers and Implementer.
• Conduct training with all users, including MCE staff as requested.

Task 1.E) DELIVERABLE: Implementer to configure iEnergy instance for Program use.

Estimated Delivery: Within 30 days of Effective Date, with periodic updates as needed.

Task 1.F) Customer Relationship Management Integration
Subject to the CRM Access Protocols included in Exhibit D below, Implementer will integrate with MCE CRM platform to provide Program data.

Implementer will:
• Deploy an integration using a web services Application Programming Interface (“API”) that will get customer details from MCE and will update MCE’s CRM with Program data on projects and customer interactions by:
o Defining the data requirements for ongoing data exchange. o Consuming the MCE API specifications to map and sync desired data. o Building, testing, and integrating with MCE CRM.

Task 1.F) DELIVERABLE: Implementer to integrate CRMs between Implementor and MCE systems.

Estimated Delivery: Within 60 days of Effective Date, with periodic updates as needed.

Task 1.G) Document Development
AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 14 of 26 Implementer will develop all required legal documents to facilitate Program delivery, in partnership with and requiring approval from MCE staff as required.

Agreements may include:
• Subcontractor Task Orders
• Installer Participation Agreement
• CBO Memorandum of Understanding
• GBP Memorandum of Understanding
• Customer Participation Agreement, including:
o Program Terms and Conditions
o Customer Consent Form
o Self-Attestation of Program eligibility
Task 1.G) DELIVERABLE: Implementer to develop suite of Program documents.

Estimated Delivery: Within 30 days of Effective Date, with periodic updates as needed.

2. Program Management and Delivery
Task 2.A) Program M&O
Implementer, EI, and MCE will collectively conduct outreach and Customer acquisition activities, timing, and will document results. Implementer will work with EI to leverage a mix of marketing and in-person Customer engagement.

Implementer will:
• Meet with MCE as needed and/or requested by MCE.
• Document implementation strategies, Customer engagement process, recruitment pathways and estimated numbers of Customers by recruitment pathway in the M&O Plan. • Maintain and provide weekly updates to a Program marketing schedule, including information on upcoming marketing campaign activities.
• Provide training to Outreach Team on Customer eligibility requirements and how to use the iEnergy tool to validate eligibility with the customer’s physical address when in the field.
• Support MCE in the development and dissemination of marketing collateral through direct mail, email and social media channels. Implementer may be asked to provide input on copy for marketing materials.
• Ensure all marketing materials are approved by MCE prior to publication. • Equip Outreach Team with tools and training to quickly assess each customer’s facility, determine the optimal project plan, and communicate project plan to the Customer’s key decision-maker.
• Collect data on the number of Customers engaged or enrolled in the Program, events attended by Outreach Team, and which Outreach Team member was involved. • Translate materials into the most common languages in MCE territory, such as Spanish, Chinese, Vietnamese, Tagalog, Korean, and Khmer. Final language selection will be determined in the M&O plan.

Task 2.A) DELIVERABLE: Implementer to provide Program marketing support.

Estimated Delivery: On-going.

Task 2.B) Participant Services
Implementer will engage 1,400-1,600 Customers as either market support participants (“MSP”) or resource acquisition participants (“RAP”). MSPs will have the option to receive a free facility assessment, receive energy savings and education tips, and will be offered a menu of DI measures. Customers who are recruited through the Program will receive information about the Program services and how to sign up. RAPs will be provided with direct installation of no-cost bill savings and health, safety, and comfort (“HSC”) measures, and may also choose to continue with deeper savings through incentivized POS measures and sustained engagement with Program personnel.

AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 15 of 26 Implementer will:
• For MSPs, provide a minimum of one of the following services during an in-person visit from an Implementer Outreach Manager or CAGBN team member:
o Energy savings education/tips
o Facility assessment
o Information and/or application assistance for other relevant programs o Information about MCE’s additional programs and services and how to sign up o Referral to an Outreach Manager or Installer for RAP services • For RAPs, provide one or more of the following services in addition to MSP services:
o Project management services for projects with multiple technologies o No-cost direct installation of energy-saving measures resulting in bill savings o Incentives for additional EE measures (i.e., POS measures) o Referrals / Assistance to participate in relevant programs (e.g., SGIP HPWH, Green Business Program Certification)
• Provide around 1,200 Customers with MSP Services
• Provide around 900 Customers with RAP Services (of the 1,400-1,600 who already received MSP Services)
• Achieve an 80% conversion rate from MSP Services to RAP Services Task 2.B) DELIVERABLE: Implementer to engage 1,400- 1,600 MCE customers. Provide MSP Services to around 1,200 Customers and RAP Services to around 900 Customers.

Estimated Delivery: On-going.

Task 2.C) Subcontractor Management
Implementer will be responsible for contracting with and managing EI (or other qualified subcontractor with equivalent or superior qualifications as documented in writing) as a Subcontractor and Implementer Party.

Implementer will:
• Negotiate and execute a contract with EI that includes all required flow downs from this Agreement.
• Provide biweekly data reports to EI to demonstrate Program status, progress towards goal, and areas for improvement.
• Meet with EI on a regular cadence to discuss Program, upcoming changes, opportunities for continuous improvement and system requirements.

Task 2.C) DELIVERABLE: Implementer to manage EI (or other qualified subcontractor with equivalent or superior qualification as documented in writing) to support the Program.

Estimated Delivery: On-going.

Task 2.D) Installer Management
Implementer will recruit, train and manage Installers. Installers are required to adhere to all terms detailed in the Installer Participation Agreement, which will define Program participation requirements, KPIs, measure pricing requirements, and measure and equipment requirements. Implementer will manage an Installer network of up to 10 Installers at the peak of the Program. This number can be increased or decreased based on demand and goals.

Implementer will enter into an agreement with Installers (the Installer Participation Agreement), and Installers will not be considered Subcontractors or Implementer Parties.

Implementer will:
• Develop an Installer Participation Agreement that will be reviewed and approved by MCE, which will be signed by Installers on an annual basis. • Recruit Installers who specialize in serving small businesses, provide quality service, and are diverse in the type of technologies they provide, and preferably have home-bases in disadvantaged communities with varied ownership structures. Implementer will prioritize recruiting Installers who have local or regional offices within MCE territory.

AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 16 of 26 • Train Installers virtually and cover Program requirements, measure and equipment requirements, and use of the iEnergy system. Training will occur over 3-4 sessions and will be initiated within 90 days of Effective Date. Training will also be recorded and available on-demand.
• Meet with Installer leads on a regular cadence to discuss Program, upcoming changes, opportunities for continuous improvement and to review system requirements. • Offer weekly “Office Hours” to answer questions that come up as Installers and CAGBN staff are conducting outreach, assessments, installations, and project submittals.
• Pair Outreach Managers, Installers and CAGBN staff in the field to learn from each other and cross train.
• Prioritize paying incentives directly to the Installer, applying it to the project’s cost, instantly reducing upfront costs for the Customer.
• Distribute all Installer payments after ensuring that Program requirements are met prior to payment.

Task 2.D) DELIVERABLE: Implementer to recruit and manage Installers to support the Program.

Estimated Delivery: On-going.

Task 2.E) GBP and CBO Management
EI will lead and manage partnerships with all four GBPs operating in the counties of Contra Costa, Marin, Napa, and Solano. CAGBN will use its existing contracts with CBOs, made possible through existing state funding, to expand its reach to targeted Eligible Participants.

Through EI, Implementer will:
• Provide up to $10,000 to one or more of these GBPs and/or CBOs that will use the funding to recruit a diverse range of businesses including those owned by Black, Brown, Indigenous, People of Color (BBIPOCs), LGBTQIA+ individuals, or worker-owned models to become Eligible Participants to enroll in the Program.
• Train GBPs on Program requirements, how to conduct comprehensive assessments, and how to use the iEnergy system.
• Provide relevancy, legitimacy and awareness of the Program offerings. • Conduct direct outreach to Eligible Participants.
• Assist in identifying potential projects and coordinate with Program Installers. • Assist in identifying workforce development opportunities for individuals from underprivileged backgrounds (as directed by the CPUC), within the Program’s geographical focus, offering opportunities for internships and employment in support of the Program. • Connect with CPUC-designated environmental and social justice communities and rural communities to ensure uptake.
• Scope, recruit, and manage potential CBO partnerships.

Task 2.E) DELIVERABLE: Implementer to manage GBPs and CBOs.

Estimated Delivery: On-going.

Task 2.F) Project Management
Implementer will employ Outreach Managers who are responsible for Customer recruitment, MSP Services, and project management of RAP Services. Through the Outreach Managers, Implementer will:
• Act as the Customer’s energy concierge, managing the project and Customer Program applications.
• Provide Customer support.
• Offer POS measures for ongoing engagement to encourage the persistence of energy and bill savings.
• With Customer written consent, prepare and submit complementary program applications to simplify the participation process.
• Provide communications to Customers regarding the project process to ensure high Customer satisfaction.

AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 17 of 26 • Track projects and support solutions to barriers to completion.

Task 2.F) DELIVERABLE: Implementer to provide program Outreach Managers.

Estimated Delivery: On-going.

Task 2.G) Incentive Payment Management
Implementer will pay Installers incentive payments based on the successful completion and approval of projects by MCE. Incentive payments will be fixed by measure, as described in the Savings Measure List (Exhibit B, Table 3). No-cost DI measures will receive an incentive that is equivalent to the agreed-upon labor and material cost. POS measures will receive a set incentive amount, which the Implementer will apply to a market-rate invoice.

Implementer will:
• Agree to prefunding for 10% of the overall incentive budget in the Customer Incentive Delivery and Details section of the PIP.
• Collect and/or provide all required documentation for issuance of incentives and related tax obligations (i.e., W-2, ACH, and 1099)
Task 2.G) DELIVERABLE: Implementer to distribute incentives to Installers.

Estimated Delivery: On-going.

Task 2.H) On-Bill Financing Application Support
Implementer will educate Customers on the requirements, benefits and process for Pacific Gas & Electric Co. On Bill Financing, GoGreen Business Financing and any future MCE financing programs/offers. If a Customer chooses to move forward with submitting an application for On Bill Financing or GoGreen Business Financing, Implementer will provide these services at an additional fee (see Exhibit B).

Implementer will:
• Present financing options with each Customer’s project summary report. • Manage application and provide status updates to Customer.

Task 2.H) DELIVERABLE: Implementer to provide on-bill financing support.

Estimated Delivery: On-going.

3. Program Measurement and Verification
Task 3.A) Customer Satisfaction
Implementer will monitor and evaluate Customer satisfaction on an ongoing basis via online survey tools, developed by Implementer’s Advisory Services team. • Survey will include a net promoter score for the Program and Installer and an evaluation of the Customer’s experience.
• Follow-up surveys will request information on the HCS benefits experienced by the Customer.
• Data will be collected monthly and provided to MCE. Implementer will evaluate data to inform continuous improvement to the Program design and operations.

Task 3.A) DELIVERABLE: Implementer to complete Customer satisfaction surveys.

Estimated Delivery: Data collected monthly upon Program launch. On-going.

Task 3.B) Quality Assurance Procedures
Implementer will provide Installers with initial training and ongoing mentorship so that MCE Customers receive quality project installations. All Program and measure requirements, including minimal qualifications and performance criteria, will be memorialized and agreed to through an Installer Participation Agreement, which will be submitted by Implementer to MCE for approval. By reinforcing Program training in the field, Implementer will verify that Installers understand and adhere to the Program requirements while simultaneously increasing Customer satisfaction with MCE and the Program while also reducing the post-installation verification costs. All activities will be tracked in the iEnergy tool.

AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 18 of 26 Implementer will:
• Provide Installers with ongoing mentorship and installation training including sales assistance, hands-on technical assistance, and verification of skill proficiency and adherence to Program specifications. • Train Installers on how to optimize the performance of select installed equipment. • Perform inspections for 100% of each Installer’s first five completed projects; inspection numbers will then be lowered to 10% of submitted projects, randomly selected, pending satisfactory work in the first five completed projects. Inspections may be conducted as ride-alongs during installation or post-installation. Inspections for simple measures (i.e., smart strips, air filters, etc.) may be done virtually, but only if screenshots can be taken to prove installation meets Program standards. • Perform desk-based review of 100% of Customer information, baseline condition equipment details, measures installed including geotagged photographs, copies of invoices, number and cost of units, incentives applied, and dates of installation for verification. • Host monthly one on one meetings to provide data-driven reviews with Installers to discuss training opportunities, performance and satisfaction with the process to determine if adjustments are needed.

Task 3.B) DELIVERABLE: Implementer to provide initial Program training and ongoing support to Installers.

Estimated Delivery: On-going.

Task 3.C) Measurement and Verification
Implementer will capture the project information in iEnergy (Implementer’s program management platform) making it easily accessible to reviewers and inspectors via the platform. Verification for MSPs will be tracked within the Program Management Platform for those receiving energy education/energy tips and/or assessments. This will include Customer contact information, date of interaction, and any other Program outcomes (e.g., referral to another program, referral to an Installer for DI measures). Verification for RAPs will happen at the project level with Installers submitting Customer information, baseline condition equipment details, measures installed including geotagged photographs, copies of invoices, number and cost of units, incentives applied, and dates of installation. iEnergy has an online checklist to validate projects and uses specific criteria to conduct inspections based on each project’s approved measures. During the post-inspection process, Implementer will:
• Select projects based on a randomized sampling or based on past performance of the Installer.
• Verify measure eligibility, installation, and quality of commissioning by completing checklists based on established procedures and criteria. • Work with the Customer and/or Installer to resolve any discrepancies, if applicable; and • Finalize, record, and track all quality assurance findings and any necessary project remediations.
• Monitor the approval, expiration, and modifications of CPUC workpapers as well as Database for Energy Efficiency Resources (“DEER”) updates to inform Program eligible energy savings and the possible adjustments of Customer estimated bill savings.

Task 3.C) DELIVERABLE: Implementer to provide measurement and verification of project sites.

Estimated Delivery: On-going.

4. Program Reporting
Task 4.A) Bill Savings Tracking and Reporting
Implementer will drive estimated bill savings as the primary outcome of the Program. Bill savings will be estimated by multiplying projected energy savings based on specific measure permutations for approved Savings Measure List. For the purposes of calculating bill savings, Implementer will use $0.31/kWh and $1.50/Therm multiplied by relevant measure permutation data as defined in the applicable measure package (see Table 3).

Implementer will:
• Provide a monthly report to MCE detailing savings measures installed and estimated bill savings.

AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 19 of 26 Task 4.A) DELIVERABLE: Implementer will calculate and report bill savings to MCE.

Estimated Delivery: On-going monthly reporting.

Task 4.B) CPUC Required Reporting
Implementer will provide measure-level detail for measures installed that are claimable to the CPUC for portfolio energy savings, encompassing detailed site information, contact information, and all pertinent project documentation monthly.

Implementer will:
• Define the relevant data needed to be reported within the first 30 days after contract signature. • Provide Program-level detail for Equity Metrics. A preliminary list of equity metrics was adopted in D23-06-055 and final program-specific metrics will be defined in the PIP, in accordance with CPUC requirements.

Task 4.B) DELIVERABLE: Implementer to provide CPUC reporting as defined by CPUC.

Estimated Delivery: On-going monthly reporting. Ad-hoc reporting, as required by CPUC.

Task 4.C) Performance Tracking & Reporting
Implementer will use a data-driven approach to provide effective and comprehensive end-to-end data collection, analysis, and reporting to drive continuous improvement to reduce risk and increase participation, savings, forecast accuracy, and cost-efficiencies.

Implementer will:
• Provide monthly outreach and marketing reports to MCE to track effectiveness of marketing channels (i.e., Pipeline, Referrals)
• Evaluate Customer data and firmographics to assess and develop projects, maintain effective Customer communications, track program operations and Customer satisfaction KPIs (i.e., facility data, system and equipment info, CPP status, satisfaction ratings, contact information) • Assess overall Program performance versus goals, review energy/bill savings and Program operations, KPIs, and identify underperforming areas and create action plans. • Highlight areas for improvement, identify Installers and Subcontractors for rewards and recognition, forecast and allocate resources, and track and report on Customer satisfaction and Program KPIs.

Task 4.C) DELIVERABLE: Implementer to provide monthly performance reports to MCE.

Estimated Delivery: On-going monthly reporting.

AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 20 of 26

EXHIBIT B

FEES AND PAYMENT SCHEDULE
For Services provided under this Agreement, MCE shall pay Implementer in accordance with the amount(s) and the payment schedule as specified below:

1. Cost of Deliverables
Task 1.B) M&O Plan
For the development and approval of the M&O Plan deliverable per MCE’s requirements, Implementer will be compensated for the plan via an annual fixed fee of $13,950, billable at the first year upon MCE approval of completed M&O Plan, then billable at the beginning of each of the subsequent two Program years.

Task 1.E) Software Configuration
For the configuration and launch of the iEnergy Software deliverable per MCE’s requirements, Implementer will be compensated with a fixed fee of $109,700 after the first Customer energy savings project (RAP) is installed and verified by an onsite inspection, required documentation is provided by iEnergy (i.e., project summary report) and submitted to MCE for review, and agreed upon project details are populated automatically in MCE's CRM through the API.

Task 2.B) Participant Services
For the implementation costs associated with delivering the Program, Implementer will be compensated based on a combination of a Fixed Fee and a Pay for Performance structure (Table 2). “Project” is defined in Exhibit A and here as one or more measures installed at an Eligible Participant site, either immediately or in phases. Budget will not exceed $1,584,992. Implementer performance payment will be dependent on the calculated bill savings achieved, as defined in Table 1.

Table 1. Performance Compensation Rates
Calculated Monthly Bill Savings Achieved Correlating RAP Payment per Project Bill Savings
$0-$25 $1,000.00
$26-$100 $1,300.00
$101+ $1,600.00
Table 2. Participant Services Monthly Fixed Fee + Pay for Performance Payment Type Not to Exceed Amount Payment Deliverable
Fixed Fee $439,992 $12,222 By Monthly Report
Performance
Payment
$1,145,000 $1,000-$1,600
depending on
calculated monthly bill
savings achieved due
to RAP
By MCE Approved RAP
Project*
Total Payment $1,584,992
*If measures are installed at a site in phases such that increased site bill savings are achieved after the initial RAP payment, MCE will pay Implementer the additional correlating payment on a subsequent invoice. Implementer will clearly note on invoices when this is the case by stating “Additional RAP Payment due to increased monthly bill savings achieved.” Measures must be installed at the same site as the original project.

Task 2.E) GBP and CBO Grants
For the grants awarded to Green Business Partners and/or Community Based organizations, Implementer will be compensated with a fixed fee of $10,000 per signed annual agreement, not to exceed $120,000. All funds invoiced for this task will be passed directly through to the GBP or CBO, with specific terms and KPIs. Funds will be delivered to GBP or CBO based partially on performance (i.e., 50% paid upon agreement execution, and the remaining 50% paid upon successful completion of deliverables).

Task 2.G) Incentive Payment Management
AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 21 of 26 For the incentive payments that are passed through to Installers (either as a payment to cover pre-defined labor and material costs for DI measures or an incentive to buy-down the cost of POS measures), Implementer will be compensated through a Pay for Performance structure based on the installed Project’s calculated monthly bill savings achieved (Table 1). Additional measures may be added, or measure details may be altered, after this Agreement is executed and will include agreed-upon on Labor & Materials / Incentive costs. Budget will not exceed $1,255,000.

Table 3. Savings Measure List
Measures DI or
POS
Unit Labor &
Materials
Incentive Measure Package
LED troffer kits and fixtures 2X4 DI Each $205.00 n/a SWLG012-01 LED troffer kits 2X2 DI Each $175.00 n/a SWLG012-01
LED troffer kits 1X4 DI Each $175.00 n/a SWLG012-02
Refrigerator Gaskets DI Each $99.00 n/a PGECOREF105
Room air purifiers DI Each $419.50 n/a SWAP008-01
LED recessed downlight retrofit kit DI Each $25.00 n/a SCE17LG103.2 Smart outlets and timers for vending machines DI Each $214.00 n/a SWWH017-02 Type A LED Tube DI Each $7.00 n/a PGECOLTG175
Smart thermostats DI Each $315.00 n/a SWHC039-04
Occupancy sensing wall switches DI Each $155.00 n/a PGE3PLTG183 Pipe insulation DI Linear
Foot
$11.50 n/a PGECOREF113
LED lamps (int and ext) pin and screw-based lamps DI Each $10.50 n/a PGECOLTG165 Bluetooth smart power strips DI Each $89.00 n/a SWAP010-01 Auto door closers – Walk-in DI Each $350.00 n/a SWCR005-02 Faucet aerators DI Each $14.45 n/a SWWH019-03
Pre rinse spray valves DI Each $117.24 n/a SWFS013-01
Interior LED Fixtures - General POS Each n/a $75.00 SWLG012-01 Auto door closers – Reach-in POS Each n/a $100.00 SWCR005-02 LED Linear Ambient Fixture Retrofit Kit POS Each n/a $50.00 SWLG012-01 Type B LED Tube POS Each n/a $25.00 SWLG018-01
2-Lamp Linear LED Lamp Hardwired retrofit (Type C) POS Each n/a $20.00 SWLG018-01 3-Lamp Linear LED Lamp Hardwired retrofit (Type C) POS Each n/a $30.00 SWLG018-01 4-Lamp Linear LED Lamp Hardwired retrofit (Type C) POS Each n/a $40.00 SWLG018-01 Window Film POS Glass
Square
Foot
n/a $5.00 SCE13HC002.2
Electric to Electric Water Heater POS Each n/a $500.00 SWWH031-01 Refrigerated Display Lighting POS Linear
Foot
n/a $2.00 PGECOLTG174
Heat pump replacing a gas furnace POS CAP-Tonsn/a
$1,000.00
SWHC046-01
Heat pump replacing a heat pump POS CAP-Tonsn/a
$1,000.00
SWHC014-02
Evaporator fan coolers for walk in POS Each n/a $50.00 SWCR004-01 Variable Frequency Drive Motors POS Rated-HPn/a $50.00 SWHC018-02 Heat Pump Water Heater, Commercial, Fuel
Substitution
POS Each n/a $1,000.00 SWWH027-03
LED, High or Low Bay POS Each n/a $75.00 SWLG011-04
Lighting Retrofit/New- Exterior Wall Mounted POS Each n/a $75.00 SCE13LG108 AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 22 of 26 Lighting Retrofit/New- Exterior Pole Mounted POS Each n/a $100.00 SCE13LG102 Task 2.H) Financing Application Support
For demonstrating proof of delivery of an approved financing pre-application to the relevant agency or utility, Implementer will receive a fixed fee of $200 per application, not to exceed $15,000.

2. Time & Materials Rates
Tasks not outlined in this scope of work may be provided on an ad hoc basis, with written approval by MCE. Hours will be billed based on Staff Billing Rates included in Table 4.

Table 4. Staff Billing Rates
Position Hourly Rates**
Table Vice President, West Coast $225
Director, CA $195
Program Manager $180
Deputy Program Manager $140
Partner Manager $170
Senior Energy Engineer $170
Energy Engineer II $165
Energy Engineer I $155
Sr Director, Marketing $195
Marketing Manager $170
iEnergy Manager $150
** Hourly rates shall remain in effect for the entire term of the Agreement.

3. Overall Budget
The following are the budget amounts for each of the tasks and subprograms described herein. Budget amounts listed include 2023-2026 Program years. Upon written request of the Implementer and written approval of MCE Manager of Customer Programs, funds may shift between Deliverables to accomplish the Scope of Services outlined in this Agreement.

MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 23 of 26 according to details
included in Cost of
Deliverables section
above
Task 2.H) Financing
Application Support
$15,000 Per Approved Pre-Application (Not to
Exceed)
Direct Install Non-Incentive
Total fee with Incentives $3,126,542
*** MCE will provide Implementer with 10% of the incentive cost at Program launch to hold in a separate FDIC-insured incentive account in order to expedite Installer and Customer payments. When incentive payments cause the incentive account balance to fall below 5% of the incentive budget, Implementer will bill MCE for another 5% of the incentive budget until the incentive budget is exhausted. Any unspent incentive funds will be returned to MCE at the termination of the Agreement.

Implementer shall bill monthly. Implementer will provide an itemized invoice to MCE Manager of Customer Programs for all Services rendered the month prior. Payment of itemized invoice is subject to MCE Manager of Customer Programs’ written approval. In no event shall the total cost to MCE for the services provided herein exceed the maximum sum of $3,126,542 for the term of the Agreement.

AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 24 of 26

EXHIBIT C
Energy Efficiency Program Terms
The terms below shall apply to all Implementer Parties and Installers providing Services under the Commercial Equity Program (“Program”).

1. BILLING, ENERGY USE, AND PROGRAM TRACKING DATA:
a) Implementer shall comply with and timely cooperate with all CPUC directives, activities, and requests regarding the Program and Project evaluation, measurement, and verification (“EM&V”). For the avoidance of doubt, it is the responsibility of Implementer to be aware of all CPUC requirements applicable to the Services of this Agreement. b) Implementer shall make available to MCE upon demand, detailed descriptions of the program, data tracking systems, baseline conditions, and participant data, including financial assistance amounts. c) Implementer shall make available to MCE any revisions to Implementer's program theory and logic model (“PTLM”) and results from its quality assurance procedures, and comply with all MCE EM&V requirements, including reporting of progress and evaluation metrics.

2. WORKFORCE STANDARDS:

The Workforce Standards shall be included in their entirety in MCE’s Final Implementation Plan. If applicable, “Final Implementation Plan” is defined in the deliverables for the Services listed in Exhibit A. Prior to commencement of any Services, once per calendar year, and at any other time as may be requested by MCE, Implementer shall provide all documentation necessary to demonstrate to MCE’s reasonable satisfaction that Implementer has complied with the Workforce Standards.

2.1. HVAC STANDARDS. For any non-residential project pursuant to this Agreement installing, modifying or maintaining a Heating Ventilation and Air Conditioning (“HVAC”) system or component with incentives valued at $3,000 or more, Implementer shall ensure that each worker or technician involved in the project, including all employees and agents of its Subcontractors, meets at least one of the following workforce criteria:
a) Completed an accredited HVAC apprenticeship;
b) Is enrolled in an accredited HVAC apprenticeship;
c) Completed at least five years of work experience at the journey level as defined by the California Department of Industrial Relations, Title 8, Section 205, of the California Code of Regulations, passed a practical and written HVAC system installation competency test, and received credentialed training specific to the installation of the technology being installed; or
d) Has a C-20 HVAC Implementer license issued by the California Implementer’s State Licensing Board.

This standard shall not apply where the incentive is paid to any manufacturer, distributor, or retailer of HVAC equipment, unless the manufacturer, distributor, or retailer installs or contracts for the installation of the equipment.

2.2. ADVANCED LIGHTING CONTROLS STANDARDS. For any non-residential project pursuant to this Agreement involving installation, modification, or maintenance of lighting controls with incentives valued at $2,000 or more, Implementer shall ensure that all workers or technicians involved in the project, including those of its Subcontractors are certified by the California Advanced Lighting Controls Training Program (“CALTP”). This requirement shall not apply where the incentive is paid to a manufacturer, distributor, or retailer of lighting controls unless the manufacturer, distributor, or retailer installs or contracts for installation of the equipment.

3. COORDINATION WITH OTHER PROGRAM ADMINISTRATORS:

4. MEASUREMENT AND VERIFICATION REQUIREMENTS, INCLUDING GUIDELINES ABOUT NORMALIZED METERED ENERGY CONSUMPTION (“NMEC”) DESIGN REQUIREMENTS:

Implementer shall:

1. Only enroll customers that qualify for Program services.

2. Comply with current policies, procedures, and other required documentation as required by MCE;

3. Report Customer Participation Information to MCE.

AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 25 of 26

4. Work with MCE’s evaluation team to define Program‐specific data collection and evaluability requirements, and in the case of NMEC which independent variables shall be normalized.

Throughout the Term, MCE may identify new net lifecycle energy savings estimates, net‐to‐ gross ratios, effective useful lives, or other values that may alter Program Net Lifecycle Energy Savings, as defined in Exhibit A, if applicable. Implementer shall use modified values upon MCE’s request, provided MCE modifies Implementer’s Program budget and/or overall Program net lifecycle Energy Savings consistent with the requested change. MCE shall determine any budget increases or decreases in its sole discretion.

For Programs claiming to‐code savings: Implementer shall comply with Applicable Law and work with MCE to address elements in its Program designs and Implementation Plans, such as:

1. Identifying where to‐code savings potential resides;

2. Specifying which equipment types, building types, geographic allocations, and/or customer segments promise cost‐ effective to‐code savings;

3. Describing the barriers that prevent code‐compliant equipment replacements;

4. Explaining why natural turnover is not occurring within certain markets or for certain technologies; and

5. Detailing the program interventions that would effectively accelerate equipment turnover.

AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 26 of 26

EXHIBIT D

MCE CRM ACCESS PROTOCOLS
Implementer shall provide the following protective measures under the Agreement in order to access the MCE Customer Relationship Management software ("MCE CRM") according to program needs up to the time/fees allowed under this Agreement.

In order for Implementer to access MCE CRM, Implementer must first agree to and comply with the following protocols:

1. MCE CRM access is subject to the NDA between the Parties dated November 21, 2023. [mCESignerDateField_A9lYDqW].

2. MCE CRM login information, passwords, and any information retrieved from MCE CRM shall be treated as Confidential Information.
o Confidential Information shall have the same meaning as defined in the MCE NDA between the Parties dated November 21, 2023.[mCESignerDateField_66G30PN].
o No Implementer employee is to give, tell, or hint at their login information or password to another person under any circumstance.
o MCE CRM passwords are required to be changed every 90 days. o MCE encourages strong passwords (such as minimum character length, and use of special characters) that are not reused for other logins.
o MCE CRM shall only be accessed from an Internet Protocol (IP) address in the United States.

3. MCE CRM access shall be provided through MCE’s selected Single Sign-On (SSO) provider, Okta, Inc. or any MCE-designated SSO provider.

4. MCE CRM access shall be restricted.
o MCE CRM access shall only be provided to those employees of Implementer who have a “need to access” such information in the course of their duties with respect to Implementer’s Services.  Implementer employees who access MCE CRM shall only update or view fields related to the tasks assigned.  Implementer shall maintain a list of Implementer employees that have been authorized to access MCE CRM. • The list shall be updated and verified by Implementer quarterly, upon Implementer employee turnover, and upon MCE’s request.
o Implementer employees who access MCE CRM shall first review and agree to be bound by these MCE CRM Access Protocols.
o Implementer’s use of the CRM is restricted to that which is necessary to provide the Services described in Exhibit A. o Except for data obtained by Implementer from MCE's CRM via an MCE-authorized application programming interface, Implementer shall not copy, download, record or reproduce in any way any data from MCE’s CRM.  Implementer shall only use the MCE-authorized application programming interface to the extent its use is necessary for the completion of contracted work as included in Exhibit A.

5. In the event of an employment status change for an Implementer employee who had been granted access to MCE CRM, Implementer shall provide the following information to MCE:
o Name and email of pertinent Implementer employee.
o Notification to MCE within 3 days of employment status change.

6. Implementer having any interaction with an MCE customer shall do the following:
o Implementer shall comply at all times during the Term with any MCE-provided MCE co-branding and/or customer engagement protocol that provides MCE’s expectations for customer interactions by Implementer. Failure of Implementer to comply at all times with this section will constitute a material breach pursuant to Agreement section 12, and may result in the discontinuation of work with MCE at MCE’s request. o Implementer and any approved Subcontractors responding to, or engaging directly with, MCE customers shall respond to direct customer inquiries within 3 business days after the inquiry is received. Unless otherwise agreed to, Implementer and Subcontractors are to provide two options for customer contact (email and phone). Implementer shall provide MCE with a process to document any customer issues, escalations and resolutions.

AI #07_C.3_Att. A: 1st Agreement with Resource Innovations, Inc.

MCE Standard Form 001 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 1 of 26

MARIN CLEAN ENERGY

STANDARD SHORT FORM CONTRACT FOR VENDORS RECEIVING MCE DATA

FIRST AGREEMENT

BY AND BETWEEN
MARIN CLEAN ENERGY AND RESOURCE INNOVATIONS, INC.

RECITALS:

1. SCOPE OF SERVICES:

2. FEES AND PAYMENT SCHEDULE; INVOICING:

3. MAXIMUM COST TO MCE:

In no event will the cost to MCE for the Services to be provided herein exceed the maximum sum of $3,126,542.

4. TERM OF AGREEMENT:

5. REPRESENTATIONS; WARRANTIES; COVENANTS:

5.3. LICENSING. At all times during the performance of the Services, Implementer represents, warrants and covenants that it has and shall obtain and maintain, at its sole cost and expense, all required permits, licenses, certificates and registrations required AI 07_C.3_Att. B.: 1st Agreement with Resource Innovations, Inc. - REDLINED MCE Standard Form 001 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 2 of 26 for the operation of its business and the performance of the Services. Implementer shall promptly provide copies of such licenses and registrations to MCE at the request of MCE.

AI 07_C.3_Att. B.: 1st Agreement with Resource Innovations, Inc. - REDLINED MCE Standard Form 001 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 3 of 26

5.8. FITNESS FOR DUTY. Implementer shall ensure that all Covered Personnel report to work fit for their job. Covered Personnel may not consume alcohol while on duty and/or be under the influence of drugs or controlled substances that impair their ability to perform the Services properly and safely. Implementer shall, and shall cause its subcontractors to, have policies in place that require their employees, contractors, subcontractors and agents to report to work in a condition that allows them to perform the work safely. For example, employees should not be operating equipment under medication that creates drowsiness.

6. INSURANCE:

At all times during the Term and the performance of the Services, Implementer shall maintain the insurance coverages set forth below.

All such insurance coverage 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, directors, officers, and agents as additional insureds. The certificate(s) of insurance and required endorsement shall be furnished to MCE prior to commencement of Services. Certificate(s) of insurance must be current as of the Effective Date, and shall remain in full force and effect through the Term. If scheduled to lapse prior to termination date, certificate(s) of insurance must be automatically updated before final payment may be made to Implementer. Each certificate of insurance shall provide for thirty (30) days’ advance written notice to MCE of any cancellation or reduction in coverage. Insurance coverages shall be payable on a per occurrence basis only, except those required by Section 6.4 which may be provided on a claims-made basis consistent with the criteria noted therein. Coverages may be provided by a combination of primary or excess insurance policies so long as the provision does not inhibit MCE’s ability to recover insurance coverage and excess insurance policies are used only to augment coverage after the primary insurance limit is exhausted. Implementer shall provide evidence of both primary and excess insurance policies as applicable.

Nothing in this Section 6 shall be construed as a limitation on Implementer's indemnification obligations in Section 17 of this Agreement.

6.4. PROFESSIONAL LIABILITY INSURANCE (REQUIRED IF CHECKED ☒). Implementer shall maintain professional liability insurance with a policy limit of not less than $1,000,000 per claim. If the deductible or self-insured retention amount exceeds $200,000, MCE may ask for evidence that Implementer has segregated amounts in a special insurance reserve fund, or that Implementer’s general insurance reserves are adequate to provide the necessary coverage and MCE may conclusively rely thereon. Coverages required by this subsection must be provided on a claims-made basis with a retroactive AI 07_C.3_Att. B.: 1st Agreement with Resource Innovations, Inc. - REDLINED MCE Standard Form 001 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 4 of 26 date (how far back in time a loss can occur for the professional liability policy to cover the claim) prior to the Effective Date. If coverage is cancelled or non-renewed, it must be replaced with another claims made policy form with a “retroactive date” prior to the Effective Date.

7. FINANCIAL STATEMENTS:

8. SUBCONTRACTING:

The Implementer 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 expressly identified herein in Exhibit A. If Implementer hires a subcontractor under this Agreement (a “Subcontractor”), Subcontractor shall be bound by all applicable terms and conditions of this Agreement, and Implementer shall ensure the following:

8.1. Subcontractor shall comply with the following terms of this Agreement: Sections 9, 10, Exhibit A.

8.4. Subcontractor shall be contractually obligated to indemnify the MCE Parties (as defined in Section 17 hereof) pursuant to the terms and conditions of Section 17 hereof.

8.5. Subcontractor shall not be permitted to further subcontract any obligations under this Agreement.

9. RETENTION OF RECORDS AND AUDIT PROVISION:

10. DATA, CONFIDENTIALITY AND INTELLECTUAL PROPERTY:

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10.3. MCE DATA SECURITY MEASURES. Prior to Implementer receiving any MCE Data, Implementer shall comply, and at all times thereafter continue to comply, in compliance with MCE’s Data security policies set forth in MCE Policy 009 (available upon request) 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 November 21, 2023, and as set forth in MCE Policy 001 - Confidentiality. MCE’s Security Measures and Confidentiality provisions require Implementer 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.

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

10.6. OWNERSHIP AND USE RIGHTS.
a) MCE Data. Unless otherwise expressly agreed to in writing by the Parties, MCE shall retain all of its rights, title and interest in MCE’s Data.
b) Intellectual Property. Unless otherwise expressly agreed to in writing by the Parties, subject to Implementer’s rights in Implementer’s Pre-existing Materials, any and all materials, information, or other intellectual property created, prepared, accumulated or developed by Implementer or any Implementer Party under this Agreement (“Intellectual Property”), including finished and unfinished inventions, processes, templates, documents, drawings, computer programs, designs, calculations, valuations, maps, plans, workplans, text, filings, estimates, manifests, certificates, books, specifications, sketches, notes, reports, summaries, analyses, manuals, visual materials, data models and samples, including summaries, extracts, analyses and preliminary or draft materials developed in connection therewith, shall be owned by MCE. MCE shall have the exclusive right to use Intellectual Property in its sole discretion and without further compensation to Implementer or to any other party. Implementer shall, at MCE’s expense, provide Intellectual Property to MCE or to any party MCE may designate upon written request. Implementer may keep one file reference copy of Intellectual Property prepared for MCE solely for legal purposes and if otherwise agreed to in writing by MCE. In addition, Implementer may keep one copy of Intellectual Property if otherwise agreed to in writing by MCE. c) Intellectual Property shall be owned by MCE upon its creation. Implementer 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. d) Implementer’s Pre‐Existing Materials. If, and to the extent Implementer retains any preexisting ownership rights in any of the materials furnished to be used to create, develop, and prepare the Intellectual Property, excluding Implementer Technology and the SaaS Services, Implementer 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 Implementer or any Implementer Party for the sole purpose of using such intellectual property for the conduct of MCE’s business and for disclosure to the CPUC AI 07_C.3_Att. B.: 1st Agreement with Resource Innovations, Inc. - REDLINED MCE Standard Form 001 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 6 of 26 for governmental and regulatory purposes related thereto. Unless otherwise expressly agreed to by the Parties, Implementer shall retain all of its rights, title and interest in Implementer’s Pre‐Existing Materials (defined below). Any such Pre-Existing Material that is modified using Intellectual Property under this Agreement is owned by MCE. “Implementer’s Pre-Existing Materials” means (a) Implementer’ name, logo, internet domains and all the names, logos, and trademarks associated with its services; (b) products, software, platforms, systems, databases, technology, and tools that are proprietary to Implementer or to its third party licensors (“Implementer Technology”); (c) Implementer’s proprietary cloud-based products and its associated documentation, content, data, software, and technology that Implementer markets under the name iEnergy® and that is made available by Implementer on a software-as-a-service basis for the deployment, management and monitoring of energy efficiency programs and for the engagement and management of trade ally networks (the “SaaS Services”); and (d) any other materials and information in any form or medium including any methodologies, procedures, designs, algorithms, techniques, concepts, ideas, know-how, documents, data, content, specifications, equipment and components and other property; that are: (y) owned, developed, licensed, or otherwise acquired by Implementer prior to the Effective Date; or (z) developed, licensed, or otherwise acquired by Implementer after the Effective Date, including during the course of providing Services under this Agreement but without using any MCE Data. Notwithstanding anything to the contrary, Implementer or its licensors retain all rights, title and interests, including without limitation all patents, copyrights, mask works, trade secrets, trademarks, and any other intellectual property and proprietary rights, enhancements, derivative works, and modifications in or related to any Implementer’s Pre-Existing Materials.

10.6(d)(i) Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, IMPLEMENTER MAKES NO

WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SAAS SERVICES OR IMPLEMENTER TECHNOLOGY. IMPLEMENTER HEREBY SPECIFICALLY DISCLAIMS ALL

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10.7. EQUITABLE RELIEF. Each Party acknowledges that a breach of this Section 10 would cause irreparable harm and significant damages to the other Party, the degree of which may be difficult to ascertain. Accordingly, each Party agrees that MCE shall have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of MCE Data or Personal Information, in addition to any other rights and remedies that it may have at law or otherwise; and Implementer shall have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of Implementer’s Pre-Existing Materials, in addition to any other rights and remedies that it may have at law or otherwise.

11. FORCE MAJEURE:

12. TERMINATION:

12.3. In the event of termination not the fault of the Implementer, the Implementer shall be paid for Services performed up 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 this Section 12, in no event shall MCE be liable for lost or anticipated profits or overhead on uncompleted portions of the Agreement. Implementer 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, Implementer shall have delivered to MCE any and all Intellectual Property (as defined in Section

10.1(b)) prepared for MCE before the effective date of such termination.

12.4. MCE may terminate this Agreement if funding for this Agreement is reduced or eliminated by a third-party funding source.

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13. ASSIGNMENT:

14. AMENDMENT; NO WAIVER:

15. DISPUTES:

16. JURISDICTION AND VENUE:

This Agreement shall be construed in accordance with the laws of the State of California and the Parties hereto agree that venue shall be in Marin County, California.

17. INDEMNIFICATION:

18. LIMITATION OF LIABILITY:

19. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF MCE:

20. 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:

AI 07_C.3_Att. B.: 1st Agreement with Resource Innovations, Inc. - REDLINED MCE Standard Form 001 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 9 of 26 Email Address: [email protected]
All other notices shall be given to MCE at the following location:

Implementer: Resource Innovations, Inc.

Implementer Address: 400 N. Michigan Avenue, S600
Chicago, IL 60611
Email Address: [email protected]
Telephone No.: (650) 761-6456

21. ENTIRE AGREEMENT; ACKNOWLEDGMENT OF EXHIBITS:

☒ Energy Efficiency Program Terms
EXHIBIT D. ☒ MCE CRM Access Protocols

22. SEVERABILITY:

23. INDEPENDENT CONTRACTOR:

24. TIME:

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

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25. THIRD PARTY BENEFICIARIES:

The Parties agree that there are no third-party beneficiaries to this Agreement either express or implied.

26. FURTHER ACTIONS:

The Parties agree to take all such further actions and to execute such additional documents as may be reasonably necessary to effectuate the purposes of this Agreement.

27. PREPARATION OF AGREEMENT:

28. DIVERSITY SURVEY:

29. 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.

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

APPROVED BY
Marin Clean Energy:

By:

IMPLEMENTER:

By:

Name: Name:

Title: Title:

Date: Date:

By:

Chairperson
Date:

MODIFICATIONS TO STANDARD SHORT FORM
☒ Standard Short Form Content Has Been Modified
List sections affected: 5.5, 5.6, 5.7(a), 5.9, 5.10, 6, 6.4, 6.5, 7, 8, 9, 10.6(b), 10.6(d), 10.6(d)(i) (added), 12.1, 13, 17, 18 (added) Approved by MCE Counsel: ___________________________________________ Date: _______________ AI 07_C.3_Att. B.: 1st Agreement with Resource Innovations, Inc. - REDLINED MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 11 of 26

EXHIBIT A

Overview: Implementer shall provide program implementation services for the Commercial Equity Program (“Program”).

MCE and Implementer will meet biweekly in order to finalize the PIP.

Implementer will provide periodic updates to the PIP, as needed, when significant Program modifications are made.

Task 1.A) DELIVERABLE: Implementer to develop and execute PIP.

Estimated Delivery: Within 30 days of Effective Date, with periodic updates as needed.

AI 07_C.3_Att. B.: 1st Agreement with Resource Innovations, Inc. - REDLINED MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 12 of 26 Task 1.B) Marketing and Outreach Planning
Implementer will develop an M&O Plan to attract and engage Eligible Participants.

Implementer will collaborate with the MCE Public Affairs team for all related marketing activities.

Task 1.B) DELIVERABLE: Implementer to develop and finalize M&O Plan.

Estimated Delivery: Within 60 days of Effective Date.

Task 1.C) DELIVERABLE: Implementer to define Program Savings Measure List.

Estimated Delivery: Within 30 days of Effective Date, with periodic updates as needed.

AI 07_C.3_Att. B.: 1st Agreement with Resource Innovations, Inc. - REDLINED MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 13 of 26 • Implementer will recruit and manage a roster of Installers to conduct all installations which require licensing and/or permitting. MCE will have the opportunity to provide input on qualification criteria and approval of Installer roster. • Implementer will manage the Installers directly, providing and monitoring key performance indicators (“KPIs”) which promote high customer satisfaction and excellent customer service.
• Implementer will provide Outreach Managers to conduct facility assessments, transfer leads to Installers, and provide project management for projects that require multiple Installers.

Task 1.D) DELIVERABLE: Implementer to engage EI and Installer partners.

Estimated Delivery: On-going.

Task 1.E) DELIVERABLE: Implementer to configure iEnergy instance for Program use.

Estimated Delivery: Within 30 days of Effective Date, with periodic updates as needed.

Task 1.F) Customer Relationship Management Integration
Subject to the CRM Access Protocols included in Exhibit D below, Implementer will integrate with MCE CRM platform to provide Program data.

Task 1.F) DELIVERABLE: Implementer to integrate CRMs between Implementor and MCE systems.

Estimated Delivery: Within 60 days of Effective Date, with periodic updates as needed.

Task 1.G) Document Development
AI 07_C.3_Att. B.: 1st Agreement with Resource Innovations, Inc. - REDLINED MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 14 of 26 Implementer will develop all required legal documents to facilitate Program delivery, in partnership with and requiring approval from MCE staff as required.

Estimated Delivery: Within 30 days of Effective Date, with periodic updates as needed.

Task 2.A) DELIVERABLE: Implementer to provide Program marketing support.

Estimated Delivery: On-going.

AI 07_C.3_Att. B.: 1st Agreement with Resource Innovations, Inc. - REDLINED MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 15 of 26 Implementer will:
• For MSPs, provide a minimum of one of the following services during an in-person visit from an Implementer Outreach Manager or CAGBN team member:
o Energy savings education/tips
o Facility assessment
o Information and/or application assistance for other relevant programs o Information about MCE’s additional programs and services and how to sign up o Referral to an Outreach Manager or Installer for RAP services • For RAPs, provide one or more of the following services in addition to MSP services:
o Project management services for projects with multiple technologies o No-cost direct installation of energy-saving measures resulting in bill savings o Incentives for additional EE measures (i.e., POS measures) o Referrals / Assistance to participate in relevant programs (e.g., SGIP HPWH, Green Business Program Certification)
• Provide around 1,200 Customers with MSP Services
• Provide around 900 Customers with RAP Services (of the 1,400-1,600 who already received MSP Services)
• Achieve an 80% conversion rate from MSP Services to RAP Services Task 2.B) DELIVERABLE: Implementer to engage 1,400- 1,600 MCE customers. Provide MSP Services to around 1,200 Customers and RAP Services to around 900 Customers.

Estimated Delivery: On-going.

Task 2.C) DELIVERABLE: Implementer to manage EI (or other qualified subcontractor with equivalent or superior qualification as documented in writing) to support the Program.

Estimated Delivery: On-going.

Implementer will enter into an agreement with Installers (the Installer Participation Agreement), and Installers will not be considered Subcontractors or Implementer Parties.

AI 07_C.3_Att. B.: 1st Agreement with Resource Innovations, Inc. - REDLINED MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 16 of 26 • Train Installers virtually and cover Program requirements, measure and equipment requirements, and use of the iEnergy system. Training will occur over 3-4 sessions and will be initiated within 90 days of Effective Date. Training will also be recorded and available on-demand.
• Meet with Installer leads on a regular cadence to discuss Program, upcoming changes, opportunities for continuous improvement and to review system requirements. • Offer weekly “Office Hours” to answer questions that come up as Installers and CAGBN staff are conducting outreach, assessments, installations, and project submittals.
• Pair Outreach Managers, Installers and CAGBN staff in the field to learn from each other and cross train.
• Prioritize paying incentives directly to the Installer, applying it to the project’s cost, instantly reducing upfront costs for the Customer.
• Distribute all Installer payments after ensuring that Program requirements are met prior to payment.

Task 2.D) DELIVERABLE: Implementer to recruit and manage Installers to support the Program.

Estimated Delivery: On-going.

Task 2.E) DELIVERABLE: Implementer to manage GBPs and CBOs.

Estimated Delivery: On-going.

AI 07_C.3_Att. B.: 1st Agreement with Resource Innovations, Inc. - REDLINED MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 17 of 26 • Track projects and support solutions to barriers to completion.

Task 2.F) DELIVERABLE: Implementer to provide program Outreach Managers.

Estimated Delivery: On-going.

Implementer will:
• Present financing options with each Customer’s project summary report. • Manage application and provide status updates to Customer.

Task 2.H) DELIVERABLE: Implementer to provide on-bill financing support.

Estimated Delivery: On-going.

Task 3.A) DELIVERABLE: Implementer to complete Customer satisfaction surveys.

Estimated Delivery: Data collected monthly upon Program launch. On-going.

AI 07_C.3_Att. B.: 1st Agreement with Resource Innovations, Inc. - REDLINED MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 18 of 26 Implementer will:
• Provide Installers with ongoing mentorship and installation training including sales assistance, hands-on technical assistance, and verification of skill proficiency and adherence to Program specifications. • Train Installers on how to optimize the performance of select installed equipment. • Perform inspections for 100% of each Installer’s first five completed projects; inspection numbers will then be lowered to 10% of submitted projects, randomly selected, pending satisfactory work in the first five completed projects. Inspections may be conducted as ride-alongs during installation or post-installation. Inspections for simple measures (i.e., smart strips, air filters, etc.) may be done virtually, but only if screenshots can be taken to prove installation meets Program standards. • Perform desk-based review of 100% of Customer information, baseline condition equipment details, measures installed including geotagged photographs, copies of invoices, number and cost of units, incentives applied, and dates of installation for verification. • Host monthly one on one meetings to provide data-driven reviews with Installers to discuss training opportunities, performance and satisfaction with the process to determine if adjustments are needed.

Task 3.B) DELIVERABLE: Implementer to provide initial Program training and ongoing support to Installers.

Estimated Delivery: On-going.

Task 3.C) DELIVERABLE: Implementer to provide measurement and verification of project sites.

Estimated Delivery: On-going.

Implementer will:
• Provide a monthly report to MCE detailing savings measures installed and estimated bill savings.

AI 07_C.3_Att. B.: 1st Agreement with Resource Innovations, Inc. - REDLINED MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 19 of 26 Task 4.A) DELIVERABLE: Implementer will calculate and report bill savings to MCE.

Estimated Delivery: On-going monthly reporting.

Task 4.B) DELIVERABLE: Implementer to provide CPUC reporting as defined by CPUC.

Estimated Delivery: On-going monthly reporting. Ad-hoc reporting, as required by CPUC.

Task 4.C) DELIVERABLE: Implementer to provide monthly performance reports to MCE.

Estimated Delivery: On-going monthly reporting.

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EXHIBIT B

FEES AND PAYMENT SCHEDULE
For Services provided under this Agreement, MCE shall pay Implementer in accordance with the amount(s) and the payment schedule as specified below:

Table 1. Performance Compensation Rates
Calculated Monthly Bill Savings Achieved Correlating RAP Payment per Project Bill Savings
$0-$25 $[currently in negotiation]$1,000.00
$26-$100 $[currently in negotiation]$1,300.00
$101+ $[currently in negotiation]$1,600.00
Table 2. Participant Services Monthly Fixed Fee + Pay for Performance Payment Type Not to Exceed Amount Payment Deliverable
Fixed Fee $439,992 $12,222 By Monthly Report
Performance
Payment
$[currently in
negotiation]$1,145,000
$[currently in
negotiation]
dependent$1,000-
$1,600 depending on
calculated monthly bill
savings achieved due to
RAP
By MCE Approved RAP
Project*
Total Payment $[currently in
negotiation]$1,584,992
*If measures are installed at a site in phases such that increased site bill savings are achieved after the initial RAP payment, MCE will pay Implementer the additional correlating payment on a subsequent invoice. Implementer will clearly note on invoices when this is the case by stating “Additional RAP Payment due to increased monthly bill savings achieved.” Measures must be installed at the same site as the original project.

Task 2.G) Incentive Payment Management
For the incentive payments that are passed through to Installers (either as a payment to cover pre-defined labor and material costs for DI measures or an incentive to buy-down the cost of POS measures), Implementer will be compensated through a Pay for Performance structure based on the installed Project’s calculated monthly bill savings achieved (Table 1). Additional measures may be added, or measure details may be altered, after this Agreement is executed and will include agreed-upon on Labor & Materials / Incentive costs. Budget will not exceed $[currently in negotiation].$1,255,000.

Table 3. Savings Measure List
Measures DI or
POS
Unit Labor &
Materials
Incentive Measure Package
LED troffer kits and fixtures 2X4 DI Each $205.00 n/a SWLG012-01 LED troffer kits 2X2 DI Each $175.00 n/a SWLG012-01
LED troffer kits 1X4 DI Each $175.00 n/a SWLG012-02
Refrigerator Gaskets DI Each $99.00 n/a PGECOREF105
Room air purifiers DI Each $419.50 n/a SWAP008-01
LED recessed downlight retrofit kit DI Each $25.00 n/a SCE17LG103.2 Smart outlets and timers for vending machines DI Each $214.00 n/a SWWH017-02 Type A LED Tube DI Each $7.00 n/a PGECOLTG175
Smart thermostats DI Each $315.00 n/a SWHC039-04
Occupancy sensing wall switches DI Each $155.00 n/a PGE3PLTG183 Pipe insulation DI Linear
Foot
$11.50 n/a PGECOREF113
LED lamps (int and ext) pin and screw-based lamps DI Each $10.50 n/a PGECOLTG165 Bluetooth smart power strips DI Each $89.00 n/a SWAP010-01 Auto door closers – Walk-in DI Each $350.00 n/a SWCR005-02 Faucet aerators DI Each $14.45 n/a SWWH019-03
Pre rinse spray valves DI Each $117.24 n/a SWFS013-01
Interior LED Fixtures - General POS Each n/a $75.00 SWLG012-01 Auto door closers – Reach-in POS Each n/a $100.00 SWCR005-02 LED Linear Ambient Fixture Retrofit Kit POS Each n/a $50.00 SWLG012-01 Type B LED Tube POS Each n/a $25.00 SWLG018-01
2-Lamp Linear LED Lamp Hardwired retrofit (Type C) POS Each n/a $20.00 SWLG018-01 3-Lamp Linear LED Lamp Hardwired retrofit (Type C) POS Each n/a $30.00 SWLG018-01 4-Lamp Linear LED Lamp Hardwired retrofit (Type C) POS Each n/a $40.00 SWLG018-01 Window Film POS Glass
Square
Foot
n/a $5.00 SCE13HC002.2
Electric to Electric Water Heater POS Each n/a $500.00 SWWH031-01 Refrigerated Display Lighting POS Linear
Foot
n/a $2.00 PGECOLTG174
Heat pump replacing a gas furnace POS CAP-Tonsn/a
$1,000.00
SWHC046-01
Heat pump replacing a heat pump POS CAP-Tonsn/a
$1,000.00
SWHC014-02
Evaporator fan coolers for walk in POS Each n/a $50.00 SWCR004-01 Variable Frequency Drive Motors POS Rated-HPn/a $50.00 SWHC018-02 AI 07_C.3_Att. B.: 1st Agreement with Resource Innovations, Inc. - REDLINED MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 22 of 26 Heat Pump Water Heater, Commercial, Fuel
Substitution
POS Each n/a $1,000.00 SWWH027-03
LED, High or Low Bay POS Each n/a $75.00 SWLG011-04
Lighting Retrofit/New- Exterior Wall Mounted POS Each n/a $75.00 SCE13LG108 Lighting Retrofit/New- Exterior Pole Mounted POS Each n/a $100.00 SCE13LG102 Task 2.H) Financing Application Support
For demonstrating proof of delivery of an approved financing pre-application to the relevant agency or utility, Implementer will receive a fixed fee of $200 per application, not to exceed $15,000.

Table 4. Staff Billing Rates
Position Hourly Rates**
Table Vice President, West Coast $250225
Director, CA $215195
Program Manager $185180
Deputy Program Manager $145140
Partner Manager $185170
Senior Energy Engineer $185170
Energy Engineer II $175165
Energy Engineer I $165155
Sr Director, Marketing $225195
Marketing Manager $185170
iEnergy Manager $160150
** Hourly rates shall remain in effect for the entire term of the Agreement.

Table 5. Program Budget
Deliverable Total Cost Payment
Structure
Cost Category
Task 1.B) M&O Plan $41,850 Segmented Fixed
Fee, according to
details included in
Cost of
Deliverables
section above
Marketing
Task 1.E) Software
Configuration
$109,700 Fixed Fee,
according to
details included in
Cost of
Deliverables
section above
Administration
Task 2.B) Participant
Services
$[currently in
negotiation]$1,584,992
Fixed Fee and Pay
for Performance
structure Per
Project, according
to details included
Administration
[%currently in
negotiation](10%)
AI 07_C.3_Att. B.: 1st Agreement with Resource Innovations, Inc. - REDLINED MCE Standard Form 002 (Updated 2/22/2022) First Agreement – MCE & RESOURCE INNOVATIONS, INC. Page 23 of 26 in Cost of
Deliverables
section above
Direct Install Non-Incentive [%currently
in negotiation](90%)
Task 2.E) GBP and
CBO Grants
$120,000 Per signed
agreement,
according to
details included in
Cost of
Deliverables
section above
Direct Install Non-Incentive
Task 2.G) Incentive
Payments***
$[currently in
negotiation]$1,255,000
Pay for
Performance Per
Unit Installed,
according to
details included in
Cost of
Deliverables
section above
Incentives
Task 2.H) Financing
Application Support
$15,000 Per Approved Pre-Application (Not to
Exceed)
Direct Install Non-Incentive
Total Not to Exceed
Amount (including
incentives)Total fee
with Incentives
$3,126,542
*** MCE will provide Implementer with 10% of the incentive cost at Program launch to hold in a separate FDIC-insured incentive account in order to expedite Installer and Customer payments. When incentive payments cause the incentive account balance to fall below 5% of the incentive budget, Implementer will bill MCE for another 5% of the incentive budget until the incentive budget is exhausted. Any unspent incentive funds will be returned to MCE at the termination of the Agreement.

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EXHIBIT C
Energy Efficiency Program Terms
The terms below shall apply to all Implementer Parties and Installers providing Services under the Commercial Equity Program (“Program”).

2. WORKFORCE STANDARDS:

The Workforce Standards shall be included in their entirety in MCE’s Final Implementation Plan. If applicable, “Final Implementation Plan” is defined in the deliverables for the Services listed in Exhibit A. Prior to commencement of any Services, once per calendar year, and at any other time as may be requested by MCE, Implementer shall provide all documentation necessary to demonstrate to MCE’s reasonable satisfaction that Implementer has complied with the Workforce Standards.

3. COORDINATION WITH OTHER PROGRAM ADMINISTRATORS:

4. MEASUREMENT AND VERIFICATION REQUIREMENTS, INCLUDING GUIDELINES ABOUT NORMALIZED METERED ENERGY CONSUMPTION (“NMEC”) DESIGN REQUIREMENTS:

Implementer shall:

1. Only enroll customers that qualify for Program services.

2. Comply with current policies, procedures, and other required documentation as required by MCE;

3. Report Customer Participation Information to MCE.

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4. Work with MCE’s evaluation team to define Program‐specific data collection and evaluability requirements, and in the case of NMEC which independent variables shall be normalized.

For Programs claiming to‐code savings: Implementer shall comply with Applicable Law and work with MCE to address elements in its Program designs and Implementation Plans, such as:

1. Identifying where to‐code savings potential resides;

2. Specifying which equipment types, building types, geographic allocations, and/or customer segments promise cost‐ effective to‐code savings;

3. Describing the barriers that prevent code‐compliant equipment replacements;

4. Explaining why natural turnover is not occurring within certain markets or for certain technologies; and

5. Detailing the program interventions that would effectively accelerate equipment turnover.

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EXHIBIT D

In order for Implementer to access MCE CRM, Implementer must first agree to and comply with the following protocols:

1. MCE CRM access is subject to the NDA between the Parties dated November 21, 2023. [mCESignerDateField_A9lYDqW].

3. MCE CRM access shall be provided through MCE’s selected Single Sign-On (SSO) provider, Okta, Inc. or any MCE-designated SSO provider.

4. MCE CRM access shall be restricted.
o MCE CRM access shall only be provided to those employees of Implementer who have a “need to access” such information in the course of their duties with respect to Implementer’s Services. ▪ Implementer employees who access MCE CRM shall only update or view fields related to the tasks assigned. ▪ Implementer shall maintain a list of Implementer employees that have been authorized to access MCE CRM. • The list shall be updated and verified by Implementer quarterly, upon Implementer employee turnover, and upon MCE’s request.
o Implementer employees who access MCE CRM shall first review and agree to be bound by these MCE CRM Access Protocols.
o Implementer’s use of the CRM is restricted to that which is necessary to provide the Services described in Exhibit A. o Except for data obtained by Implementer from MCE's CRM via an MCE-authorized application programming interface, Implementer shall not copy, download, record or reproduce in any way any data from MCE’s CRM. ▪ Implementer shall only use the MCE-authorized application programming interface to the extent its use is necessary for the completion of contracted work as included in Exhibit A.

AI 07_C.3_Att. B.: 1st Agreement with Resource Innovations, Inc. - REDLINED December 1, 2023
TO: MCE Technical Committee
FROM: Paul Krebs, Power Procurement Manager
RE: Proposed Amended and Restated Power Purchase Agreement with Golden Fields Solar IV, LLC (Agenda Item #07 C.4)
ATTACHMENTS: Amended and Restated Renewable Power Purchase Agreement Between Marin Clean Energy and Golden Fields Solar IV, LLC Dear Technical Committee Members:

Summary:

MCE and Golden Fields Solar IV, LLC (“Golden Fields”) are parties to a Renewable Power Purchase Agreement (the “PPA”), executed February 4, 2022, for deliveries from a 100 megawatt (MW) solar project and a co-located 92 MW battery energy storage facility with a 4 hour duration located in Fresno, CA.

The project owner, Clearway, notified MCE that due to unprecedented, market wide challenges, a price adjustment to the PPA would be required to preserve the viability of the project. Through negotiations with Clearway, MCE staff worked to minimize the price increase while adding beneficial terms including the buyer right to charge the storage facility with grid energy which could increase ancillary service revenue for MCE.

The PPA was also updated with references to the latest California Public Utilities (“CPUC”) Mid-Term Reliability (“MTR”) decision D.23-02-040 to ensure that the project is fully compliant with current CPUC MTR rules and regulations.

The Golden Fields project is a valuable addition to MCE’s portfolio. As MCE’s second co-located solar + storage project, it will produce clean energy to charge the battery during the day and can discharge energy when MCE determines it is needed most. This serves as a hedge against MCE’s purchase from the market in the early morning and evening hours when prices tend to be the most volatile. In addition, this provides valuable resource adequacy (RA) and will help satisfy CPUC compliance obligations. By agreeing to this amendment, MCE would be preserving its rights to an important resource from a portfolio, compliance, and cost mitigation perspectives.

Fiscal Impacts:

The impact from the PPA price increase will not impact the FY 23/24 budget and will be accounted for in future energy budget line items starting in FY 25/26.

Recommendation:

Approve the attached Amended and Restated Renewable Power Purchase Agreement Between Marin Clean Energy and Golden Fields Solar IV, LLC.

MCE Draft 11/14/23
1 AMENDED AND RESTATED RENEWABLE POWER PURCHASE AGREEMENT

COVER SHEET
Seller: Golden Fields Solar IV, LLC, a Delaware limited liability company (“Seller”) Buyer: Marin Clean Energy, a California joint powers authority (“Buyer”) Description of Facility: A dedicated and separately metered 100 MW solar photovoltaic generating facility, along with a co-located and dedicated 92 MW/368 MWh battery energy storage facility, which is adjacent to a larger solar photovoltaic and energy storage facility being developed at the same Site, all located in Kern County, in the State of California, as further described in Exhibit A.

Milestones:

Milestone Date for
Completion
Evidence of Site Control Complete
CEC Precertification Obtained August 1, 2024
Documentation of Conditional Use Permit if required:
[X] CEQA, [ ] Cat Ex, [ ] Neg Dec, [ ] Mitigated Neg Dec, [X] EIR Complete Seller’s receipt of Phase I and Phase II Interconnection study results for Seller’s Interconnection Facilities Complete Executed Interconnection Agreement Complete
Expected Construction Start Date August 1, 2024
Deliverability Status Obtained April 1, 2025
Initial Synchronization October 15, 2024
Network Upgrades completed October 1, 2024
Expected Commercial Operation Date June 1, 2025
Delivery Term: The period for Product delivery will be for fifteen (15) Contract Years.

Expected Energy:

Contract Year Expected Energy (MWh)
1 2
3 4
5 6
AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 2 7
8 9
10 11
12 13
14 15
Guaranteed Capacity: 100 MW
Storage Contract Capacity: 92 MW (4-hour)
Storage Contract Output: 368 MWh
Guaranteed Efficiency Rate:

Contract Year Guaranteed Efficiency
Rate
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 Minimum Efficiency Rate:

RA Deficiency Amount Cap:

Month Cap ($/kW-month)
January
February
AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 3 March
April
May
June
July
August
September
October
November
December
Contract Price
The Renewable Rate shall be:

Contract Year Renewable Rate
1 – 15
The Storage Rate shall be:

Contract Year Storage Rate
1 – 15
Product:
☒ Generating Facility Energy
☒ Discharging Energy
☒ Green Attributes (Portfolio Content Category 1)
☒ Storage Capacity
☒ Capacity Attributes (select options below as applicable) ☐ Energy Only Status
☒ Deliverability Status: on and after the Commercial Operation Date ☒ Ancillary Services
Scheduling Coordinator: Buyer/Buyer Third Party
Development Security and Performance Security:

Development Security:

Performance Security:

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC i

TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS.......................................................................................................... 1

1.1 Contract Definitions............................................................................................... 1

1.2 Rules of Interpretation ......................................................................................... 23 ARTICLE 2 TERM; CONDITIONS PRECEDENT................................................................... 24

2.1 Contract Term. ..................................................................................................... 24

2.2 Conditions Precedent to Delivery Term .............................................................. 24

2.3 Development; Construction; Progress Reports.................................................... 25

2.4 Remedial Action Plan .......................................................................................... 26

2.5 Intentionally Omitted........................................................................................... 26

2.6 Intentionally Omitted........................................................................................... 26

2.7 Ground-Mounted Solar Requirements for Pollinator-Friendly Habitats; Signage................................................................................................................. 26

2.8 CPUC Mid-Term Reliability Requirements........................................................ 27 ARTICLE 3 PURCHASE AND SALE....................................................................................... 28

3.1 Purchase and Sale of Product............................................................................... 28

3.2 Sale of Green Attributes....................................................................................... 28

3.3 Imbalance Energy. ............................................................................................... 28

3.4 Ownership of Renewable Energy Incentives....................................................... 28

3.5 Future Environmental Attributes. ........................................................................ 29

3.6 Test Energy. ......................................................................................................... 29

3.7 Capacity Attributes. ............................................................................................. 29

3.8 Resource Adequacy Failure ................................................................................. 30

3.9 CEC Certification and Verification. .................................................................... 30

3.10 California Renewables Portfolio Standard........................................................... 31

3.11 Change in Law. .................................................................................................... 31

3.12 Project Configuration........................................................................................... 33 ARTICLE 4 OBLIGATIONS AND DELIVERIES.................................................................... 33

4.1 Delivery................................................................................................................ 33

4.2 Title and Risk of Loss.......................................................................................... 33

4.3 Forecasting........................................................................................................... 34

4.4 Dispatch Down/Curtailment. ............................................................................... 35

4.5 Charging Energy Management ............................................................................ 36

4.6 Reduction in Delivery Obligation........................................................................ 38

4.7 Guaranteed Energy Production............................................................................ 39

4.8 Storage Availability ............................................................................................. 39

4.9 Storage Capacity Tests......................................................................................... 39

4.10 WREGIS .............................................................................................................. 40

4.11 Station Use........................................................................................................... 41

4.12 Interconnection Capacity ..................................................................................... 41 ARTICLE 5 TAXES.................................................................................................................... 41 AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC ii

5.1 Allocation of Taxes and Charges. ........................................................................ 41

5.2 Cooperation. ......................................................................................................... 42

5.3 Ownership. ........................................................................................................... 42 ARTICLE 6 MAINTENANCE OF THE FACILITY ................................................................. 42

6.1 Maintenance of the Facility. ................................................................................ 42

6.2 Maintenance of Health and Safety. ...................................................................... 42

6.3 Shared Facilities ................................................................................................... 42 ARTICLE 7 METERING ............................................................................................................ 43

7.1 Metering. .............................................................................................................. 43

7.2 Meter Verification. ............................................................................................... 43 ARTICLE 8 INVOICING AND PAYMENT; CREDIT ............................................................. 44

8.1 Invoicing. ............................................................................................................. 44

8.2 Payment. ............................................................................................................... 44

8.3 Books and Records. ............................................................................................. 44

8.4 Payment Adjustments; Billing Errors. ................................................................. 45

8.5 Billing Disputes. .................................................................................................. 45

8.6 Netting of Payments. ............................................................................................ 45

8.7 Seller’s Development Security. ........................................................................... 45

8.8 Seller’s Performance Security. ............................................................................. 46

8.9 First Priority Security Interest in Cash or Cash Equivalent Collateral ................ 46

8.10 Seller’s Financial Statements. .............................................................................. 47 ARTICLE 9 NOTICES ................................................................................................................ 47

9.1 Addresses for the Delivery of Notices ................................................................. 47

9.2 Acceptable Means of Delivering Notice .............................................................. 47 ARTICLE 10 FORCE MAJEURE .............................................................................................. 47

10.1 Definition ............................................................................................................. 47

10.2 No Liability If a Force Majeure Event Occurs .................................................... 48

10.3 Notice ................................................................................................................... 48

10.4 Termination Following Force Majeure Event ...................................................... 49 ARTICLE 11 DEFAULTS; REMEDIES; TERMINATION ...................................................... 49

11.1 Events of Default ................................................................................................. 49

11.2 Remedies; Declaration of Early Termination Date. ............................................. 53

11.3 Termination Payment ........................................................................................... 53

11.4 Notice of Payment of Termination Payment ....................................................... 54

11.5 Disputes with Respect to Termination Payment .................................................. 54

11.6 Rights and Remedies Are Cumulative ................................................................. 54 ARTICLE 12 LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES .......... 54

12.1 No Consequential Damages. ................................................................................ 54

12.2 Waiver and Exclusion of Other Damages. ........................................................... 55 AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC iii
ARTICLE 13 REPRESENTATIONS AND WARRANTIES; AUTHORITY ........................... 56

13.1 Seller’s Representations and Warranties. ............................................................ 56

13.2 Buyer’s Representations and Warranties ............................................................. 56

13.3 General Covenants ............................................................................................... 57

13.4 Prevailing Wage ................................................................................................... 58

13.5 Diversity Reporting. ............................................................................................. 58 ARTICLE 14 ASSIGNMENT ..................................................................................................... 58

14.1 General Prohibition on Assignments ................................................................... 58

14.2 Collateral Assignment .......................................................................................... 58

14.3 Permitted Assignment by Seller ........................................................................... 61

14.4 Buyer Limited Assignment. ................................................................................. 61 ARTICLE 15 DISPUTE RESOLUTION .................................................................................... 62

15.1 Governing Law. ................................................................................................... 62

15.2 Dispute Resolution. .............................................................................................. 62 ARTICLE 16 INDEMNIFICATION ........................................................................................... 63

16.1 Indemnification. ................................................................................................... 63

16.2 Claim Notice. ....................................................................................................... 63

16.3 Defense of Claims. ............................................................................................... 63

16.4 Rights and Remedies are Cumulative. ................................................................. 64 ARTICLE 17 INSURANCE ........................................................................................................ 64

17.1 Insurance .............................................................................................................. 64 ARTICLE 18 CONFIDENTIAL INFORMATION .................................................................... 65

18.1 Definition of Confidential Information ................................................................ 65

18.2 Duty to Maintain Confidentiality ......................................................................... 66

18.3 Irreparable Injury; Remedies ............................................................................... 66

18.4 Disclosure to Lenders, Etc. .................................................................................. 66

18.5 Press Releases ...................................................................................................... 66 ARTICLE 19 MISCELLANEOUS ............................................................................................. 67

19.1 Entire Agreement; Integration; Exhibits .............................................................. 67

19.2 Amendments ........................................................................................................ 67

19.3 No Waiver ............................................................................................................ 67

19.4 No Agency, Partnership, Joint Venture or Lease ................................................. 67

19.5 Severability .......................................................................................................... 67

19.6 Mobile-Sierra ....................................................................................................... 67

19.7 Counterparts ......................................................................................................... 68

19.8 Electronic Delivery .............................................................................................. 68

19.9 Binding Effect ...................................................................................................... 68

19.10 No Recourse to Members of Buyer ..................................................................... 68

19.11 Forward Contract ................................................................................................. 68 AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC iv

19.12 Further Assurances............................................................................................... 68 Exhibits:

Exhibit A Facility Description
Exhibit B Facility Construction and Commercial Operation Exhibit C Compensation
Exhibit D Scheduling Coordinator Responsibilities
Exhibit E Progress Reporting Form
Exhibit F-1 Form of Average Expected Energy Report
Exhibit F-2 Form of Monthly Delivery Forecast
Exhibit G Guaranteed Energy Production Damages Calculation Exhibit H Form of Commercial Operation Date Certificate Exhibit I-1 Form of Installed PV Capacity Certificate
Exhibit I-2 Form of Installed Battery Capacity Certificate Exhibit J Form of Construction Start Date Certificate
Exhibit K Form of Letter of Credit
Exhibit L Form of Guaranty
Exhibit M Form of Replacement RA Notice
Exhibit N Notices
Exhibit O Storage Capacity Tests
Exhibit P Storage Availability
Exhibit Q Operating Restrictions
Exhibit R Community Benefit
Exhibit S Diversity Reporting
Exhibit T Metering
Exhibit U Pollinator Scorecard
Exhibit V Limited Assignment Agreement
AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC

AMENDED AND RESTATED RENEWABLE POWER PURCHASE AGREEMENT This Amended and Restated Renewable Power Purchase Agreement (“Agreement”) is entered into as of [__], 2023 (the “Effective Date”), between Buyer and Seller. Buyer and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties.” All capitalized terms used in this Agreement are used with the meanings ascribed to them in Article 1 to this Agreement.

RECITALS
WHEREAS, Seller intends to develop, design, permit, construct, own, control and operate the Facility;
WHEREAS, Seller desires to sell, and Buyer desires to purchase, on the terms and conditions set forth in this Agreement, the Product;
WHEREAS, the Parties entered into that certain Renewable Power Purchase Agreement, dated as of February 4, 2022 (the “Original Effective Date”), as amended pursuant to that certain First Amendment to Renewable Power Purchase Agreement, dated as of July 21, 2022 (collectively, the “Original Agreement”); and
WHEREAS, the Parties desire to amend and restate the Original Agreement in its entirety.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties hereby agree to amend and restate the Original Agreement as follows:

ARTICLE 1

DEFINITIONS

1.1 Contract Definitions. The following terms, when used herein with initial capitalization, shall have the meanings set forth below:
“AC” means alternating current.
“Accepted Compliance Costs” has the meaning set forth in Section 3.11(d). “Adjusted Energy Production” has the meaning set forth in Exhibit G. “Affiliate” means, with respect to any Person, each Person that directly or indirectly controls, is controlled by, or is under common control with such designated Person. For purposes of this definition and the definition of “Permitted Transferee”, “control”, “controlled by”, and “under common control with”, as used with respect to any Person, shall mean (a) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (b) the right to direct the AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 2 policies or operations of such Person. For purposes of this Agreement, Clearway Energy, Inc. shall be deemed to be an Affiliate of Seller.
“Agreement” has the meaning set forth in the Preamble and includes any Exhibits, schedules and any written supplements hereto, the Cover Sheet, and any designated collateral, credit support or similar arrangement between the Parties. “Ancillary Services” means all ancillary services, products and other attributes, if any, associated with the Facility.
“Approved Forecast Vendor” means (x) CAISO or (y) any other vendor reasonably acceptable to both Buyer and Seller for the purposes of providing or verifying the forecasts under Sections 4.3(c) and 4.3(d).
“Automated Dispatch System” or “ADS” has the meaning set forth in the CAISO Tariff. “Availability Adjustment” or “AA” has the meaning set forth in Exhibit P. “Available Generating Capacity” means the capacity of the Generating Facility, expressed in whole MWs, that is mechanically available to generate Energy. “Average Expected Energy Report” means the annual report delivered by Seller pursuant to Section 4.3(a).
“Bankrupt” means with respect to any entity, such entity that (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law, (b) has any such petition filed or commenced against it which remains unstayed or undismissed for a period of ninety (90) days, (c) makes an assignment or any general arrangement for the benefit of creditors, (d) otherwise becomes bankrupt or insolvent (however evidenced), (e) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (f) is generally unable to pay its debts as they fall due.
“Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday in California. A Business Day begins at 8:00 a.m. and ends at 5:00 p.m. Pacific Prevailing Time for the Party sending a Notice, or payment, or performing a specified action. “Buyer” means Marin Clean Energy, a California joint powers authority. “Buyer Bid Curtailment” means any curtailment of the Facility arising out of or resulting from the manner in which Buyer bids, offers or schedules the Facility, the Energy or any Products, or in which Buyer fails to do so, including a situation where all of the following occurs:
(a) the CAISO provides notice, including through ADS, to a Party or the Scheduling Coordinator for the Facility, requiring the Party to deliver less Facility Energy from the Facility than the full amount of energy forecasted to be produced from the Facility for a period of time; and
AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 3 (b) for the same time period as referenced in (a), the notice referenced in (a) results from the manner in which Buyer or the SC schedules or bids the Facility, Facility Energy or Ancillary Services, including where the Buyer or the SC for the Facility:
(i) did not submit a Self-Schedule or an Energy Supply Bid for the MW subject to the reduction; or
(ii) submitted an Energy Supply Bid and the CAISO notice referenced in (a) is solely a result of CAISO implementing the Energy Supply Bid; or (iii) submitted a Self-Schedule for less than the full amount of Facility Energy forecasted to be generated or discharged by or delivered from the Facility.

If the Facility is subject to a Planned Outage, Forced Facility Outage, Force Majeure Event or a Curtailment Period during the same time period as referenced in (a), then the calculation of Deemed Delivered Energy during such period shall not include any Facility Energy that was not generated or stored due to such Planned Outage, Forced Facility Outage, Force Majeure Event or Curtailment Period.
“Buyer Curtailment Order” means (i) the instruction from Buyer to Seller to reduce Facility Energy from the Facility by the amount, and for the period of time set forth in such instruction, for reasons unrelated to a Planned Outage, Forced Facility Outage, Force Majeure Event or Curtailment Order, (ii) a reduction of Facility Energy directed by CAISO during Settlement Intervals with a Negative LMP, (iii) a reduction of Facility Energy due to Buyer’s participation in the Ancillary Services market, or (iv) a reduction in Directly Delivered Generating Facility Energy due to Buyer’s issuance of Charging Notices or Discharging Notices in violation of the Operating Procedures.
“Buyer Curtailment Period” means the period of time, as measured using current Settlement Intervals, during which Seller reduces Facility Energy from the Facility pursuant to or as a result of (a) Buyer Bid Curtailment, (b) a Buyer Curtailment Order, or (c) Buyer’s Default; provided, that the duration of any Buyer Curtailment Period shall be inclusive of the time required for the Facility to ramp down and ramp up.
“Buyer’s Default” means a failure by Buyer (or its agents) to perform Buyer’s obligations hereunder, and includes an Event of Default of Buyer.
“Buyer’s WREGIS Account” has the meaning set forth in Section 4.10(a). “CAISO” means the California Independent System Operator Corporation or any successor entity performing similar functions.
“CAISO Approved Meter” means a CAISO approved revenue quality meter or meters, CAISO approved data processing gateway or remote intelligence gateway, telemetering equipment and data acquisition services sufficient for monitoring, recording and reporting, in real time, all Facility Energy delivered to the Delivery Point.
“CAISO Charges Invoice” has the meaning set forth in Exhibit D.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 4 “CAISO Grid” has the same meaning as “CAISO Controlled Grid” as defined in the CAISO Tariff.
“CAISO Operating Order” means “Operating Instruction” as defined in the CAISO Tariff.
“CAISO Tariff” means the California Independent System Operator Corporation Agreement and Tariff, Business Practice Manuals (BPMs), and Operating Procedures, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.
“CAISO VER Forecast” means the forecast of output provided by CAISO pursuant to Section 4.8.2.1.2 and Appendix Q of the CAISO Tariff, as such provisions may be modified or amended from time to time.
“California Renewables Portfolio Standard” or “RPS” means the renewable energy program and policies established by California State Senate Bills 1038 (2002), 1078 (2002), 107 (2008), X-1 2 (2011), 350 (2015), and 100 (2018) as codified in, inter alia, California Public Utilities Code Sections 399.11 through 399.31 and California Public Resources Code Sections 25740 through 25751, as such provisions are amended or supplemented from time to time. “Capacity Attribute” means any current or future defined characteristic, certificate, tag, credit, or accounting construct associated with the amount of power that the Storage Facility can generate and deliver to the Delivery Point at a particular moment and that can be purchased and sold under CAISO market rules, or used for compliance purposes, including Resource Adequacy Benefits.
“Capacity Damages” has the meaning set forth in Exhibit B. “CEC” means the California Energy Commission, or any successor agency performing similar statutory functions.
“CEC Certification and Verification” means that the CEC has certified (or, with respect to periods before the date that is one hundred eighty (180) days following the Commercial Operation Date, that the CEC has pre-certified) that the Generating Facility is an Eligible Renewable Energy Resource for purposes of the California Renewables Portfolio Standard and that all Facility Energy delivered to the Delivery Point qualifies as generation from an Eligible Renewable Energy Resource.
“CEC Precertification” means that the CEC has issued a precertification for the Generating Facility indicating that the planned operations of the Generating Facility would comply with applicable CEC requirements for CEC Certification and Verification. “CEQA” means the California Environmental Quality Act.
“Change of Control” means any circumstance in which Ultimate Parent ceases to own, directly or indirectly through one or more intermediate entities, more than fifty percent (50%) of the outstanding equity interests in Seller or otherwise ceases to retain the ability to control the AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 5 decision making of Seller; provided that in calculating ownership percentages for all purposes of the foregoing:
(a) any ownership interest in Seller held by Ultimate Parent indirectly through one or more intermediate entities shall not be counted towards Ultimate Parent’s ownership interest in Seller unless Ultimate Parent directly or indirectly owns more than fifty percent (50%) of the outstanding equity interests in each such intermediate entity; and (b) ownership interests in Seller owned directly or indirectly by any Lender (including any tax equity provider) shall be excluded from the total outstanding equity interests in Seller. “Charging Energy” means the as-available Generating Facility Energy or Energy from the CAISO Grid, less Electrical Losses, if any, delivered to the Storage Facility pursuant to a Charging Notice or in connection with a Storage Capacity Test. All Charging Energy shall be used solely to charge the Storage Facility.
“Charging Notice” means the operating instruction, and any subsequent updates, given by Buyer to Seller, directing the Storage Facility to charge at a specific MW rate to a specified Stored Energy Level, including in connection with a Storage Capacity Test, provided that any such operating instruction shall be in accordance with the Operating Procedures. For the avoidance of doubt, any Charging Notice shall not constitute a Buyer Bid Curtailment, Buyer Curtailment Order or Curtailment Order.
“Claim” has the meaning set forth in Section 16.2(a).
“COD Certificate” has the meaning set forth in Exhibit B. “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute, including the rules or regulations promulgated thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed to also refer to any successor sections.
“Collateral Assignment Agreement” has the meaning set forth in Section 14.2. “Commercial Operation” has the meaning set forth in Exhibit B. “Commercial Operation Date” has the meaning set forth in Exhibit B. “Commercial Operation Delay Damages” means an amount equal to “Compliance Actions” has the meaning set forth in Section 3.11(b). “Compliance Expenditure Cap” has the meaning set forth in Section 3.11(b). “Confidential Information” has the meaning set forth in Section 18.1.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 6 “Construction Delay Damages” means an amount equal to

“Construction Start” has the meaning set forth in Exhibit B. “Construction Start Date” has the meaning set forth in Exhibit B. “Contract Capacity” means the sum of the Guaranteed Capacity and the Storage Contract Capacity.
“Contract Price” has the meaning set forth on the Cover Sheet and is each of the Renewable Rate and the Storage Rate.
“Contract Term” has the meaning set forth in Section 2.1(a). “Contract Year” means a period of twelve (12) consecutive months. The first Contract Year shall commence on the Commercial Operation Date and each subsequent Contract Year shall commence on the anniversary of the Commercial Operation Date. “Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third-party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace the Agreement; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with terminating the Agreement. “Cover Sheet” means the cover sheet to this Agreement, which is incorporated into this Agreement.
“COVID-19” means the epidemic disease designated COVID-19 and the related virus designated SARS-CoV-2 and any mutations thereof, and the efforts of a Governmental Authority to combat or mitigate such disease.
“CPUC” means the California Public Utilities Commission or any successor agency performing similar statutory functions.
“CPUC System RA Penalty” means the penalties for “System Procurement Deficiency” adopted by the CPUC in its Decision 10-06-036, as may be updated or supplemented from time to time.
“Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third-party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issuer rating by S&P or Moody’s. If ratings by S&P and Moody’s are not equivalent, the lower rating shall apply.
“Curtailment Cap” is the yearly quantity per Contract Year, in MWh, equal to AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 7 “Curtailment Order” means any of the following:
(a) a curtailment ordered by CAISO, including through the ADS or a CAISO Operating Order, for the following reasons: (i) any System Emergency, or (ii) any warning of an anticipated System Emergency, or warning of an imminent condition or situation, which jeopardizes CAISO’s electric system integrity or the integrity of other systems to which CAISO is connected; (b) a curtailment ordered by the Participating Transmission Owner for reasons including, but not limited to, (i) any situation that affects normal function of the electric system including, but not limited to, any abnormal condition that requires action to prevent circumstances such as equipment damage, loss of load, or abnormal voltage conditions, or (ii) any warning, forecast or anticipation of conditions or situations that jeopardize the Participating Transmission Owner’s electric system integrity or the integrity of other systems to which the Participating Transmission Owner is connected;
(c) a curtailment ordered by CAISO or the Participating Transmission Owner due to scheduled or unscheduled maintenance on the Participating Transmission Owner’s transmission facilities that prevents (i) Buyer from receiving or (ii) Seller from delivering Facility Energy to the Delivery Point; or
(d) a curtailment in accordance with Seller’s obligations, or due to physical or operational limitations on the transfer of electric power, under its Interconnection Agreement with the Participating Transmission Owner or distribution operator. “Curtailment Period” means the period of time, as measured using current Settlement Intervals, during which generation from the Facility is reduced pursuant to a Curtailment Order; provided that the Curtailment Period shall be inclusive of the time required for the Facility to ramp down and ramp up.
“Damage Payment” means the dollar amount that equals the amount of the Development Security.
“Day-Ahead Forecast” has the meaning set forth in Section 4.3(c). “Day-Ahead Market” has the meaning set forth in the CAISO Tariff. “Day-Ahead Schedule” has the meaning set forth in the CAISO Tariff. “Dedicated Interconnection Capacity” has the meaning set forth in Section 4.12. “Deemed Delivered Energy” means the amount of Energy that the Generating Facility would have produced and delivered to the Storage Facility or the Delivery Point, but that is not produced by the Generating Facility during a Buyer Curtailment Period or Buyer’s unexcused failure to take delivery of the Product, which amount shall be calculated using an industry-standard methodology agreed to by Buyer and Seller that utilizes meteorological conditions on Site as input for the period of time during such curtailments or unexcused failure to take delivery of the Product. “Defaulting Party” has the meaning set forth in Section 11.1(a).

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 8 “Deficient Month” has the meaning set forth in Section 4.10(e). “Deliverability Status”
“Delivery Point” has the meaning set forth in Exhibit A. “Delivery Term” shall mean the period of Contract Years set forth on the Cover Sheet beginning on the Commercial Operation Date, unless terminated earlier in accordance with the terms and conditions of this Agreement.
“Development Cure Period” has the meaning set forth in Exhibit B. “Development Security” means (i) cash or (ii) a Letter of Credit in the amount set forth on the Cover Sheet.
“Directly Delivered Generating Facility Energy” means that portion of Generating Facility Energy that is delivered directly to the Delivery Point and is not Charging Energy or Discharging Energy.
“Discharging Energy” means all Energy delivered to the Delivery Point from the Storage Facility, as measured at the Storage Facility Metering Points by the Storage Facility Meter. For the avoidance of doubt, all Discharging Energy will have originally been delivered to the Storage Facility as Charging Energy.
“Discharging Notice” means the operating instruction, and any subsequent updates, given by Buyer to Seller, directing the Storage Facility to discharge Discharging Energy at a specific MW rate to a specified Stored Energy Level, provided that any such operating instruction or updates shall be in accordance with the Operating Procedures. For the avoidance of doubt, any Discharging Notice shall not constitute a Buyer Bid Curtailment, Buyer Curtailment Order or Curtailment Order.
“Disclosing Party” has the meaning set forth in Section 18.2. “Early Termination Date” has the meaning set forth in Section 11.2(a). “Effective Date” has the meaning set forth on the Preamble. “Efficiency Rate” means the measured round-trip efficiency rate of the Storage Facility, expressed as a percentage, calculated pursuant to a Storage Capacity Test in accordance with Exhibit O by dividing Energy Out by Energy In.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 9 “Electrical Losses” means all transmission or transformation losses between the Facility and the Delivery Point, including losses associated with (i) delivery of Directly Delivered Generating Facility Energy to the Delivery Point, (ii) delivery of Charging Energy to the Storage Facility, (iii) conversion of Charging Energy into Discharging Energy, and (iv) delivery of Discharging Energy to the Delivery Point.
“Eligible Renewable Energy Resource” has the meaning set forth in California Public Utilities Code Section 399.12(e) and California Public Resources Code Section 25741(a), as either code provision is amended or supplemented from time to time. “Energy” means electrical energy measured in MWh.
“Energy In” has the meaning set forth in Exhibit O.
“Energy Out” has the meaning set forth Exhibit O.
“Energy Supply Bid” has the meaning set forth in the CAISO Tariff. “Event of Default” has the meaning set forth in Section 11.1. “Excess MWh” has the meaning set forth in Exhibit C.
“Expected Commercial Operation Date” is the date set forth on the Cover Sheet by which Seller reasonably expects to achieve Commercial Operation. “Expected Construction Start Date” is the date set forth on the Cover Sheet by which Seller reasonably expects to achieve Construction Start. “Expected Energy” means the quantity of Energy that Seller expects to be able to deliver to Buyer as Directly Delivered Generating Facility Energy or to the Storage Facility as Charging Energy from the Generating Facility during each Contract Year in the quantity specified on the Cover Sheet.
“Facility” means the Generating Facility and the Storage Facility. “Facility Energy” means the sum of Directly Delivered Generating Facility Energy and Discharging Energy during any Settlement Interval or Settlement Period, net of Electrical Losses and Station Use, as measured by the Facility Meters.
“Facility Meters” means the Generating Facility Meter and Storage Facility Meter, which are CAISO Approved Meters and will measure all Facility Energy. Without limiting Seller’s obligation to deliver Facility Energy to the Delivery Point, each Facility Meter will be located, and Facility Energy will be measured, at the low voltage side of the main step up transformer and will be subject to adjustment in accordance with CAISO meter requirements and Prudent Operating Practices to account for Electrical Losses and Station Use, as it impacts delivered Energy. “FERC” means the Federal Energy Regulatory Commission.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 10 “Flexible Capacity” has the meaning set forth in the CAISO Tariff. “Flexible Resource Adequacy Benefits” means the attributes, however defined, of a resource that can be used to satisfy the flexible resource adequacy obligations of a load serving entity, including Flexible Capacity.
“Force Majeure Event” has the meaning set forth in Section 10.1(a). “Forced Facility Outage” means an unexpected failure of one or more components of the Facility or any outage on the Transmission System that prevents Seller from generating Energy or making Facility Energy available at the Delivery Point and that is not the result of a Force Majeure Event.
“Forecasting Penalty” means for each hour as to which Seller is required to provide a notification to Buyer as required in Section 4.3(e) and does not provide such notification and Buyer incurs a loss or penalty resulting from its scheduling activities in such hour with respect to Generating Facility Energy due to such failure of Seller to provide such notification, the product of (A) the absolute difference (if any) between (i) the expected Generating Facility Energy for such hour (which, for the avoidance of doubt, assumes no Charging Energy or Discharging Energy in such hour) set forth in the Monthly Delivery Forecast, and (ii) the actual Generating Facility Energy produced by the Generating Facility (absent any Charging Energy and Discharging Energy), multiplied by (B) the Real-Time Price (if greater than Zero Dollars ($0)) in such hour. “Form of Average Expected Energy Report” has the meaning set forth in Section 4.3(a). “Form of Monthly Delivery Forecast” has the meaning set forth in Section 4.3(b). “Future Environmental Attributes” shall mean any and all generation attributes other than Green Attributes or Renewable Energy Incentives under the RPS regulations or under any and all other international, federal, regional, state or other law, rule, regulation, bylaw, treaty or other intergovernmental compact, decision, administrative decision, program (including any voluntary compliance or membership program), competitive market or business method (including all credits, certificates, benefits, and emission measurements, reductions, offsets and allowances related thereto) that are attributable, now, or in the future, to the generation of electrical energy by the Facility. Future Environmental Attributes do not include investment tax credits or production tax credits associated with the construction or operation of the Facility, or other financial incentives in the form of credits, reductions, or allowances associated with the Facility that are applicable to a state or federal income taxation obligation.
“Gains” means, with respect to the Non-Defaulting Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of this Agreement for the remaining Contract Term, determined in a commercially reasonable manner, which economic benefit (if any) shall be deemed the gain (if any) to such Non-Defaulting Party represented by, (a) if Buyer is the Non-Defaulting Party, the positive difference between the present value of the payments required to be made during the remaining Contract Term of this Agreement and the present value of the payments that would be required to be made under any transaction(s) replacing this Agreement and (b) if Seller is the Non-Defaulting Party, the positive difference between the present value of the payments that would be required to be made under any AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 11 transaction(s) replacing this Agreement and the present value of the payments required to be made during the remaining Contract Term of this Agreement. Factors used in determining the economic benefit to a Party may include reference to information supplied by one or more third parties, which shall exclude Affiliates of the Non-Defaulting Party, including quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs (e.g., NP-15), all of which should be calculated for the remaining Contract Term, and include the value of Green Attributes and Capacity Attributes. “Generating Facility” means the separately metered 100 MW portion of the solar photovoltaic generating facility described on the Cover Sheet and in Exhibit A, located at the Site and including mechanical equipment and associated facilities and equipment required to deliver (i) Generating Facility Energy to the Delivery Point, (ii) Charging Energy to the Storage Facility and (iii) Discharging Energy to the Delivery Point; provided, that the “Generating Facility” does not include the Storage Facility or the Shared Facilities. “Generating Facility Energy” means all Energy produced by the Generating Facility, as measured by the Generating Facility Meter after adjustment to exclude (a) all Electrical Losses, and (b) all Energy that serves Station Use or is stored in the Storage Facility to serve Station Use. “Generating Facility Meter” means the bi-directional revenue quality meter or meters (with a 0.3 accuracy class), along with a compatible data processing gateway or remote intelligence gateway, telemetering equipment and data acquisition services sufficient for monitoring, recording and reporting, in real time, the amount of Generating Facility Energy generated by the Generating Facility for the purpose of invoicing in accordance with Section 8.1. For clarity, the Facility will contain multiple measurement devices that will make up the Generating Facility Meter, and, unless otherwise indicated, references to the Generating Facility Meter shall mean all such measurement devices and the aggregated data of all such measurement devices, taken together. “Governmental Authority” means any federal, state, provincial, local or municipal government, any political subdivision thereof or any other governmental, congressional or parliamentary, regulatory, or judicial instrumentality, authority, body, agency, department, bureau, or entity with authority to bind a Party at law, including CAISO; provided, however, that “Governmental Authority” shall not in any event include any Party. “Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Generating Facility and its displacement of conventional energy generation. Green Attributes include but are not limited to Renewable Energy Credits, as well as: (1) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere; (3) the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Tags are accumulated on a MWh basis and one Green Tag represents AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 12 the Green Attributes associated with one (1) MWh of Facility Energy. Green Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax credits associated with the construction or operation of the Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Facility that are applicable to a state or federal income taxation obligation, (iii) fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Facility for compliance with local, state, or federal operating or air quality permits. “Green Tag Reporting Rights” means the right of a purchaser of renewable energy to report ownership of accumulated “green tags” in compliance with and to the extent permitted by applicable Law and include, without limitation, rights under Section 1605(b) of the Energy Policy Act of 1992, and any present or future federal, state or local certification program or emissions trading program, including pursuant to the WREGIS Operating Rules. “Guaranteed Capacity” means the amount of generating capacity of the Generating Facility, as measured in MW at the Delivery Point, set forth on the Cover Sheet, as may be adjusted pursuant to Exhibit B, Section 5.
“Guaranteed Commercial Operation Date” means the Expected Commercial Operation Date, as such date may be extended by the Development Cure Period. “Guaranteed Construction Start Date” means the Expected Construction Start Date, as such date may be extended by the Development Cure Period. “Guaranteed Efficiency Rate” means the guaranteed Efficiency Rate of the Storage Facility throughout the Delivery Term, as set forth on the Cover Sheet. “Guaranteed Energy Production” means an amount of Energy, as measured in MWh, equal to of the total Expected Energy (as set forth on the Cover Sheet) for the applicable Performance Measurement Period.
“Guaranteed RA Amount” means
“Guaranteed Storage Availability” has the meaning set forth in Section 4.8(a). “Guarantor” means, with respect to Seller, any Person that (a) Buyer does not already have any material credit exposure to under any other agreements, guarantees, or other arrangements at the time its Guaranty is issued, (b) is an Affiliate of Seller, or other third party reasonably acceptable to Buyer, (c) has a Credit Rating of BBB- or better from S&P or a Credit Rating of Baa3 or better from Moody’s or has a tangible net worth of at least (d) is incorporated or organized in a jurisdiction of the United States and is in good standing in such jurisdiction, and (e) executes and delivers a Guaranty for the benefit of Buyer.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 13 “Guaranty” means a guaranty from a Guarantor provided for the benefit of Buyer substantially in the form attached as Exhibit L or in such other form as is reasonably agreed to by the Parties.
“Imbalance Energy” means the amount of Energy, in any given Settlement Period or Settlement Interval, by which the amount of Facility Energy deviates from the amount of Scheduled Energy.
“Indemnifiable Loss(es)” has the meaning set forth in Section 16.1. “Indemnified Party” has the meaning set forth in Section 16.1. “Indemnifying Party” has the meaning set forth in Section 16.1. “Initial Synchronization” means the initial delivery of Facility Energy to the Delivery Point.
“Installed Battery Capacity” means the maximum dependable operating capability of the Storage Facility to discharge electric energy, as measured in MW at the Storage Facility Meter, that achieves Commercial Operation, adjusted for ambient conditions on the date of the performance test, and as evidenced by a certificate substantially in the form attached as Exhibit I-2 hereto. “Installed PV Capacity” means the actual generating capacity of the Generating Facility, as measured in MW at the Delivery Point, that achieves Commercial Operation, adjusted for ambient conditions on the date of the performance test, and as evidenced by a certificate substantially in the form attached as Exhibit I-1 hereto. “Interconnection Agreement” means the interconnection agreement entered into by Seller or an Affiliate pursuant to which the Facility will (a) be interconnected with the Transmission System and (b) will have capacity rights equal or greater than the amount of the Guaranteed Capacity, and pursuant to which Seller’s Interconnection Facilities and any other Interconnection Facilities will be constructed, operated and maintained during the Contract Term. “Interconnection Facilities” means the interconnection facilities, control and protective devices and metering facilities required to connect the Facility with the Transmission System in accordance with the Interconnection Agreement.
“Interest Rate” has the meaning set forth in Section 8.2. “Inter-SC Trade” or “IST” has the meaning set forth in the CAISO Tariff. “ITC” means the investment tax credit established pursuant to Section 48 of the Code. “Joint Powers Act” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.).

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 14 “Joint Powers Agreement” means that certain Joint Powers Agreement dated December 19, 2008, as amended from time to time, under which Buyer is organized as a Joint Powers Authority in accordance with the Joint Powers Act. “Law” means any applicable law, statute, rule, regulation, decision, writ, order, decree or judgment, permit or any interpretation thereof, promulgated or issued by a Governmental Authority.
“Lender” means, collectively, any Person (i) providing senior or subordinated construction, interim, back leverage or long-term debt, equity or tax equity financing or refinancing for or in connection with the development, construction, purchase, installation or operation of the Facility, whether that financing or refinancing takes the form of private debt (including back-leverage debt), equity (including tax equity), public debt or any other form (including financing or refinancing provided to a member or other direct or indirect owner of Seller), including any equity or tax equity investor directly or indirectly providing financing or refinancing for the Facility or purchasing equity ownership interests of Seller or its Affiliates, and any trustee or agent or similar representative acting on their behalf, (ii) providing interest rate or commodity protection under an agreement hedging or otherwise mitigating the cost of any of the foregoing obligations, (iii) participating in a lease financing (including a sale leaseback or leveraged leasing structure) with respect to the Facility, or (iv) acting as issuing bank for any Letter(s) of Credit issued pursuant hereto or letters of credit in connection with the Facility. “Letter(s) of Credit” means one or more irrevocable, standby letters of credit issued by a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having a Credit Rating of at least A- with an outlook designation of “stable” from S&P or A3 with an outlook designation of “stable” from Moody’s, in a form substantially similar to the letter of credit set forth in Exhibit K.
“Licensed Professional Engineer” means an independent, professional engineer (a) reasonably acceptable to Buyer, (b) who has been retained by, or for the benefit of, the Lenders, or (c) who (i) is licensed to practice engineering in the State of California, (ii) has training and experience in the power industry specific to the technology of the Facility, (iii) is licensed in an appropriate engineering discipline for the required certification being made, and (iv) unless otherwise approved by Buyer, is not a representative of a consultant, engineer, contractor, designer or other individual involved in the development of the Facility or of a manufacturer or supplier of any equipment installed at the Facility.
“Limited Assignee” has the meaning set forth in Section 14.4. “Local Capacity Area Resources” has the meaning set forth in the CAISO Tariff. “Local Capacity Area Resource Adequacy Benefits” means the attributes, however defined, of a Local Capacity Area Resource that can be used to satisfy the local resource adequacy obligations of a load serving entity, expressed in kW.
“Locational Marginal Price” or “LMP” has the meaning set forth in the CAISO Tariff.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 15 “Losses” means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from termination of this Agreement for the remaining Contract Term, determined in a commercially reasonable manner. Factors used in determining economic loss to a Party may include, without limitation, reference to information supplied by one or more third parties, which shall exclude Affiliates of the Non-Defaulting Party, including without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs (e.g., SP-15), all of which should be calculated for the remaining Contract Term and must include the value of Green Attributes, Capacity Attributes, and Renewable Energy Incentives.
“Lost Output” has the meaning set forth in Section 4.7. “Milestones” means the development activities for significant permitting, interconnection, financing and construction milestones set forth on the Cover Sheet. “Minimum Efficiency Rate” means the percentage specified on the Cover Sheet. “Monthly Delivery Forecast” means the monthly forecast delivered by Seller pursuant to Section 4.3(b).
“Monthly Storage Availability” has the meaning set forth in Exhibit P. “Moody’s” means Moody’s Investors Service, Inc.
“MW” means megawatts in alternating current, unless expressly stated in terms of direct current.
“MWh” means megawatt-hour measured in alternating current, unless expressly stated in terms of direct current.
“Negative LMP” means, in any Settlement Period or Settlement Interval, the LMP in the Real-Time Market at the Facility’s PNode is less than Zero Dollars ($0). “NERC” means the North American Electric Reliability Corporation or any successor entity performing similar functions.
“Net Qualifying Capacity” has the meaning set forth in the CAISO Tariff. “Network Upgrades” has the meaning set forth in the CAISO Tariff. “Non-Defaulting Party” has the meaning set forth in Section 11.2. “Notice” shall, unless otherwise specified in the Agreement, mean written communications by a Party to be delivered by hand delivery, United States mail, overnight courier service, or electronic messaging (email).

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 16 “Notice of Claim” has the meaning set forth in Section 16.2(a). “NP-15” means the Existing Zone Generation Trading Hub for Existing Zone region NP15 as set forth in the CAISO Tariff.
“On-Peak Hour” means any hour from hour-ending 0700 to hour-ending 2200 (i.e., 6:00 AM to 9:59 PM) on Monday through Saturday, Pacific Prevailing Time, excluding North American Electric Reliability Council (NERC) holidays.
“Operating Procedures” or “Operating Restrictions” means those rules, requirements, and procedures set forth on Exhibit Q.
“Original Agreement” has the meaning set forth in the Recitals. “Original Effective Date” has the meaning set forth in the Recitals. “Pacific Prevailing Time” means the prevailing standard time or daylight savings time, as applicable, in the Pacific time zone.
“Participating Transmission Owner” or “PTO” means an entity that owns, operates and maintains transmission or distribution lines and associated facilities or has entitlements to use certain transmission or distribution lines and associated facilities where the Facility is interconnected. For purposes of this Agreement, the Participating Transmission Owner is set forth in Exhibit A.
“Party” or “Parties” has the meaning set forth in the Preamble. “Performance Measurement Period” means each two (2) consecutive Contract Year period during the Delivery Term.
“Performance Security” means (i) cash, (ii) a Letter of Credit, or (iii) a Guaranty, in the amount set forth on the Cover Sheet.
“Permitted Transferee” means (i) any Affiliate of Seller or (ii) any entity that satisfies, or is controlled by another Person that satisfies, the following requirements:
(a) A tangible net worth of
or a Credit Rating of at least BBB- from S&P or Baa3 from Moody’s; and (b) At least of experience in the ownership and operations of power generation facilities similar to the Facility, or has retained a third-party with such experience to operate the Facility.
“Person” means any individual, sole proprietorship, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, incorporated organization, institution, public benefit corporation, unincorporated organization, government entity or other entity.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 17 “Planned Outage” has the meaning set forth in Section 4.6(a). “PNode” has the meaning set forth in the CAISO Tariff.
“Portfolio Content Category” means PCC1, PCC2 or PCC3, as applicable. “Portfolio Content Category 1” or “PCC1” means any Renewable Energy Credit associated with the generation of electricity from an Eligible Renewable Energy Resource consisting of the portfolio content set forth in California Public Utilities Code Section 399.16(b)(1), as may be amended from time to time or as further defined or supplemented by Law.
“Portfolio Content Category 2” or “PCC2” means any Renewable Energy Credit associated with the generation of electricity from an Eligible Renewable Energy Resource consisting of the portfolio content set forth in California Public Utilities Code Section 399.16(b)(2), as may be amended from time to time or as further defined or supplemented by Law.
“Portfolio Content Category 3” or “PCC3” means any Renewable Energy Credit associated with the generation of electricity from an Eligible Renewable Energy Resource consisting of the portfolio content set forth in California Public Utilities Code Section 399.16(b)(3), as may be amended from time to time or as further defined or supplemented by Law.
“Product” has the meaning set forth on the Cover Sheet. “Progress Report” means a progress report including the items set forth in Exhibit E. “Prudent Operating Practice” means (a) the applicable practices, methods and acts required by or consistent with applicable Laws and reliability criteria, and otherwise engaged in or approved by a significant portion of the electric utility industry during the relevant time period with respect to grid-interconnected, utility-scale generating facilities with integrated storage in the Western United States, or (b) any of the practices, methods and acts which, in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Operating Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to acceptable practices, methods or acts generally accepted in the industry with respect to grid-interconnected, utility-scale generating facilities with integrated storage in the Western United States. Prudent Operating Practice includes compliance with applicable Laws, applicable reliability criteria, and the criteria, rules and standards promulgated in the National Electric Safety Code and the National Electrical Code, as they may be amended or superseded from time to time, including the criteria, rules and standards of any successor organizations.
“PTC” means the production tax credit established pursuant to Section 45 of the Code.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 18 “Qualifying Capacity” has the meaning set forth in the CAISO Tariff. “RA Deficiency Amount” means the liquidated damages payment that Seller shall pay to Buyer for an applicable RA Shortfall Month as calculated in accordance with Section 3.8(b). “RA Deficiency Amount Cap” means the cap, expressed in $/kW-month, on the payment of RA Deficiency Amount liquidated damages applicable in a given month, as specified on the Cover Sheet.
“RA Guarantee Date” means the Commercial Operation Date. “RA Shortfall Amount” means the difference, expressed in kW, of (i) the Guaranteed RA Amount for a given month minus (ii) the System Resource Adequacy Benefits of the Storage Facility for such month able to be shown on Buyer’s monthly or annual Supply Plan to the CAISO and CPUC and counted as System Resource Adequacy Benefits. “RA Shortfall Month” means the applicable calendar month following the RA Guarantee Date during which Seller fails to provide System Resource Adequacy Benefits in an amount equal to or greater than the Guaranteed RA Amount as required hereunder for purposes of calculating an RA Deficiency Amount under Section 3.8(b).
“Real-Time Forecast” means any Notice of any change to the Available Generating Capacity, Storage Capacity, or hourly expected Generating Facility Energy delivered by or on behalf of Seller pursuant to Section 4.3(d).
“Real-Time Market” has the meaning set forth in the CAISO Tariff. “Real-Time Price” means the Resource-Specific Settlement Interval LMP as defined in the CAISO Tariff. If there is more than one applicable Real-Time Price for the same period of time, Real-Time Price shall mean the price associated with the smallest time interval. “Receiving Party” has the meaning set forth in Section 18.2. “Recurring Certificate Transfers” has the meaning set forth in Section 4.10(a). “Remedial Action Plan” has the meaning set forth in Section 2.4. “Renewable Energy Credit” has the meaning set forth in California Public Utilities Code Section 399.12(h), as may be amended from time to time or as further defined or supplemented by Law.
“Renewable Energy Incentives” means: (a) all federal, state, or local Tax credits or other Tax benefits associated with the construction, ownership, or production of electricity from the Facility (including credits under Sections 38, 45, 46 and 48 of the Code); (b) any federal, state, or local grants, subsidies or other like benefits relating in any way to the Facility; and (c) any other form of incentive relating in any way to the Facility that is not a Green Attribute or a Future Environmental Attribute.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 19 “Renewable Rate” has the meaning set forth on the Cover Sheet. “Replacement Green Attributes” has the meaning set forth in Exhibit G. “Replacement RA” means Resource Adequacy Benefits equivalent to those that would have been provided by the Storage Facility with respect to the applicable RA Shortfall Month, including, if applicable for such month, Flexible Resource Adequacy Benefits associated with the Storage Facility.
“Resource Adequacy Benefits” means the rights and privileges attached to the Storage Facility that satisfy any entity’s resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings (subject to the Operating Restrictions set forth in Exhibit Q), and shall include System Resource Adequacy Benefits, Flexible Resource Adequacy Benefits and Local Capacity Area Resource Adequacy Benefits associated with the Storage Facility. “Resource Adequacy Rulings” means CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-04-040, 06-06-064, 06-07-031 06-07-031, 07-06-029, 08-06-031, 09-06-028, 10-06-036, 11-06-022, 12-06-025, 13-06-024 and any other existing or subsequent ruling or decision, or any other resource adequacy Law, however described, as such decisions, rulings, Laws, rules or regulations may be amended or modified from time-to-time throughout the Delivery Term.
“Resource ID” has the meaning set forth in the CAISO Tariff.

“S&P” means the Standard & Poor’s Financial Services, LLC (a subsidiary of The McGraw-Hill Companies, Inc.).
“Schedule” has the meaning set forth in the CAISO Tariff, and “Scheduled” and “Scheduling” have a corollary meaning.
“Scheduled Energy” means the Facility Energy that clears under the applicable CAISO market based on the final Day-Ahead Schedule, FMM Schedule (as defined in the CAISO Tariff), or any other financially binding Schedule, market instruction or dispatch for the Facility for a given period of time implemented in accordance with the CAISO Tariff. “Scheduling Coordinator” or “SC” means an entity certified by the CAISO as qualifying as a Scheduling Coordinator pursuant to the CAISO Tariff for the purposes of undertaking the functions specified in “Responsibilities of a Scheduling Coordinator” of the CAISO Tariff, as amended from time to time. The Buyer or an agent of Buyer will be the Scheduling Coordinator for the Facility as set forth in the Cover Sheet.
“Security Interest” has the meaning set forth in Section 8.9.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 20 “Self-Schedule” has the meaning set forth in the CAISO Tariff. “Seller” has the meaning set forth on the Cover Sheet.
“Seller’s WREGIS Account” has the meaning set forth in Section 4.10(a). “Settlement Amount” means the Non-Defaulting Party’s Costs and Losses, on the one hand, netted against its Gains, on the other. If the Non-Defaulting Party’s Costs and Losses exceed its Gains, then the Settlement Amount shall be an amount owing to the Non-Defaulting Party. If the Non-Defaulting Party’s Gains exceed its Costs and Losses, then the Settlement Amount shall be Zero Dollars ($0). The Settlement Amount does not include consequential, incidental, punitive, exemplary or indirect or business interruption damages. “Settlement Interval” has the meaning set forth in the CAISO Tariff. “Settlement Period” has the meaning set forth in the CAISO Tariff. “Shared Facilities” means the gen-tie lines, transformers, substations, or other equipment, permits, contract rights, and other assets and property (real or personal), in each case, as necessary to enable delivery of energy from the Facility (which is excluded from Shared Facilities) to the point of interconnection, including the Interconnection Agreement itself, that are used in common with third parties.
“Shared Facilities Agreements” has the meaning set forth in Section 6.3. “Site” means the real property on which the Facility is or will be located, as further described in Exhibit A, and as shall be updated by Seller at the time Seller provides an executed Construction Start Date certificate in the form of Exhibit J to Buyer. “Site Control” means that, for the Contract Term, Seller (or, prior to the Delivery Term, its Affiliate): (a) owns or has the option to purchase the Site; (b) is the lessee or has the option to lease the Site; or (c) is the holder of an easement or an option for an easement, right-of-way grant, or similar instrument with respect to the Site.
“Station Use” means:
(a) The Energy produced or discharged by the Facility that is used within the Facility to power the lights, motors, control systems and other electrical loads that are necessary for operation of the Facility, including Energy associated with battery cooling and other thermal management equipment; and
(b) The Energy produced or discharged by the Facility that is consumed within the Facility’s electric energy distribution system as losses. “Storage Capacity” means (a) the maximum dependable operating capability of the Storage Facility to discharge electric energy that can be sustained for four (4) consecutive hours (in MW) and (b) any other products that may be developed or evolve from time to time during the Contract Term that the Storage Facility is able to provide as the Facility is configured on the AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 21 Commercial Operation Date and that relate to the maximum dependable operating capability of the Storage Facility to discharge electric energy.
“Storage Capacity Test” or “SCT” means any test or retest of the capacity of the Storage Facility and/or Efficiency Rate conducted in accordance with the testing procedures, requirements and protocols set forth in Section 4.9 and Exhibit O.
“Storage Contract Capacity” means the total capacity (in MW) of the Storage Facility initially equal to the amount set forth on the Cover Sheet, as may be adjusted pursuant to (i) Exhibit B, Section 5 or (ii) Section 4.9 and Exhibit O to reflect the results of the most recently performed Storage Capacity Test.
“Storage Contract Output” means the product of the Storage Contract Capacity multiplied by four (4) hours, represented in MWh, initially equal to the amount set forth on the Cover Sheet.
“Storage Facility” means the 92 MW/368 MWh energy storage facility described on the Cover Sheet and in Exhibit A (including the operational requirements of the energy storage facility), located at the Site and including mechanical equipment and associated facilities and equipment required to deliver Storage Product (but excluding any Shared Facilities), and as such storage facility may be expanded or otherwise modified from time to time in accordance with the terms of this Agreement.
“Storage Facility Meter” means the bi-directional revenue quality meter or meters (with a 0.3 accuracy class), along with a compatible data processing gateway or remote intelligence gateway, telemetering equipment and data acquisition services sufficient for monitoring, recording and reporting, in real time, the amount of Charging Energy delivered to the Storage Facility Metering Points and the amount of Discharging Energy discharged from the Storage Facility at the Storage Facility Metering Points to the Delivery Point for the purpose of invoicing in accordance with Section 8.1. For clarity, the Facility will contain multiple measurement devices that will make up the Storage Facility Meter, and, unless otherwise indicated, references to the Storage Facility Meter shall mean all such measurement devices and the aggregated data of all such measurement devices, taken together.
“Storage Facility Metering Points” means the locations of the Storage Facility Meters at the Site.
“Storage Product” means (a) Discharging Energy, (b) Capacity Attributes, if any, (c) Storage Capacity, and (d) Ancillary Services (as defined in the CAISO Tariff), if any, in each case arising from or relating to the Storage Facility.
“Storage Rate” has the meaning set forth on the Cover Sheet. “Stored Energy Level” means, at a particular time, the amount of electric energy in the Storage Facility available to be discharged as Discharging Energy, expressed in MWh. “Supplementary Storage Capacity Test Protocol” has the meaning set forth in Exhibit O.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 22 “Supply Plan” has the meaning set forth in the CAISO Tariff. “System Emergency” means any condition that requires, as determined and declared by CAISO or the PTO, automatic or immediate action to (i) prevent or limit harm to or loss of life or property, (ii) prevent loss of transmission facilities or generation supply in the immediate vicinity of the Facility, or (iii) to preserve Transmission System reliability. “System Resource Adequacy Benefits” means the attributes, however defined, of a resource that can be used to satisfy the resource adequacy obligations of a load serving entity, other than Flexible Resource Adequacy Benefits and Local Capacity Area Resource Adequacy Benefits, expressed in kW.
“Tax” or “Taxes” means all U.S. federal, state and local and any foreign taxes, levies, assessments, surcharges, duties and other fees and charges of any nature imposed by a Governmental Authority, whether currently in effect or adopted during the Contract Term, including ad valorem, excise, franchise, gross receipts, import/export, license, property, sales and use, stamp, transfer, payroll, unemployment, income, and any and all items of withholding, deficiency, penalty, additions, interest or assessment related thereto. “Tax Credits” means the PTC, ITC and any other state, local or federal production tax credit, depreciation benefit, tax deduction or investment tax credit specific to the production of renewable energy or investments in renewable energy facilities or storage facilities. “Terminated Transaction” has the meaning set forth in Section 11.2(a). “Termination Payment” has the meaning set forth in Section 11.3. “Test Energy” means Facility Energy delivered (a) commencing on the later of (i) the first date that the CAISO informs Seller in writing that Seller may deliver Facility Energy to the CAISO and (ii) the first date that the PTO informs Seller in writing that Seller has conditional or temporary permission to parallel and (b) ending upon the occurrence of the Commercial Operation Date. “Test Energy Rate” has the meaning set forth in Section 3.6. “Transmission Provider” means any entity or entities transmitting or transporting the Facility Energy on behalf of Seller or Buyer to or from the Delivery Point. “Transmission System” means the transmission facilities operated by the CAISO, now or hereafter in existence, which provide energy transmission service downstream from the Delivery Point.
“Ultimate Parent” means
“Variable Energy Resource” or “VER” has the meaning set forth in the CAISO Tariff. “WREGIS” means the Western Renewable Energy Generation Information System or any successor renewable energy tracking program.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 23 “WREGIS Certificate Deficit” has the meaning set forth in Section 4.10(e). “WREGIS Certificates” has the same meaning as “Certificate” as defined by WREGIS in the WREGIS Operating Rules and are designated as eligible for complying with the California Renewables Portfolio Standard.
“WREGIS Operating Rules” means those operating rules and requirements adopted by WREGIS as of January 4, 2021, as subsequently amended, supplemented or replaced (in whole or in part) from time to time.

1.2 Rules of Interpretation. In this Agreement, except as expressly stated otherwise or unless the context otherwise requires:
(a) headings and the rendering of text in bold and italics are for convenience and reference purposes only and do not affect the meaning or interpretation of this Agreement; (b) words importing the singular include the plural and vice versa and the masculine, feminine and neuter genders include all genders; (c) the words “hereof”, “herein”, and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) a reference to an Article, Section, paragraph, clause, Party, or Exhibit is a reference to that Article, Section, paragraph, clause of, or that Party or Exhibit to, this Agreement unless otherwise specified;
(e) a reference to a document or agreement, including this Agreement means such document, agreement or this Agreement including any amendment or supplement to, or replacement, novation or modification of this Agreement, but disregarding any amendment, supplement, replacement, novation or modification made in breach of such document, agreement or this Agreement;
(f) a reference to a Person includes that Person’s successors and permitted assigns;
(g) the term “including” means “including without limitation” and any list of examples following such term shall in no way restrict or limit the generality of the work or provision in respect of which such examples are provided; (h) references to any statute, code or statutory provision are to be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or reenacted, and include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires; (i) in the event of a conflict, a mathematical formula or other precise description of a concept or a term shall prevail over words providing a more general description of a concept or a term;
AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 24 (j) references to any amount of money shall mean a reference to the amount in United States Dollars;
(k) words, phrases or expressions not otherwise defined herein that (i) have a generally accepted meaning in Prudent Operating Practice shall have such meaning in this Agreement or (ii) do not have well known and generally accepted meaning in Prudent Operating Practice but that have well known and generally accepted technical or trade meanings, shall have such recognized meanings; and
(l) each Party acknowledges that it was represented by counsel in connection with this Agreement and that it or its counsel reviewed this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

ARTICLE 2
TERM; CONDITIONS PRECEDENT

2.1 Contract Term.
(a) The term of this Agreement shall commence on the Effective Date and shall remain in full force and effect until the conclusion of the Delivery Term, subject to any early termination provisions and any contract term extension provisions set forth herein (“Contract Term”); provided, however, that subject to Buyer’s obligations in Section 3.6, Buyer’s obligations to pay for or accept any Product are subject to Seller’s completion of the conditions precedent pursuant to Section 2.2.
(b) Applicable provisions of this Agreement shall continue in effect after termination, including early termination, to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination. The confidentiality obligations of the Parties under Article 18 and all indemnity and audit rights shall remain in full force and effect for three (3) years following the termination of this Agreement.

2.2 Conditions Precedent to Delivery Term. The Delivery Term shall not commence until Seller completes each of the following conditions:
(a) Seller has delivered to Buyer (i) a completion certificate from a Licensed Professional Engineer substantially in the form of Exhibit H, (ii) a certificate from a Licensed Professional Engineer substantially in the form of Exhibit I-1 setting forth the Installed PV Capacity on the Commercial Operation Date, and (iii) a certificate from a Licensed Professional Engineer substantially in the form of Exhibit I-2 setting forth the Installed Battery Capacity on the Commercial Operation Date;
(b) A Participating Generator Agreement and a Meter Service Agreement between Seller and CAISO shall have been executed and delivered and be in full force and effect, and a copy of each such agreement delivered to Buyer;
AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 25 (c) An Interconnection Agreement between Seller and the PTO shall have been executed and delivered and be in full force and effect and a copy of the Interconnection Agreement delivered to Buyer;
(d) All applicable regulatory authorizations, approvals and permits for the operation of the Facility have been obtained (or if not obtained, applied for and reasonably expected to be received within ninety (90) days) and all conditions thereof that are capable of being satisfied on the Commercial Operation Date have been satisfied and shall be in full force and effect;
(e) Seller has received CEC Precertification of the Generating Facility (and reasonably expects to receive final CEC Certification and Verification for the Generating Facility in no more than one hundred eighty (180) days from the Commercial Operation Date); (f) Seller (with the reasonable participation of Buyer) shall have completed (or, for items normally occurring after commercial operation of the Generating Facility, expects to timely complete) all applicable WREGIS registration requirements, including the completion and submittal of all applicable registration forms and supporting documentation, which may include applicable interconnection agreements, informational surveys related to the Generating Facility, QRE service agreement applications, and other appropriate documentation required to effect Generating Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the Generating Facility within the WREGIS system; (g) Seller has achieved Deliverability Status and provided documentation of same to Buyer;
(h) Seller has satisfied its requirements with the union labor requirements set forth in Section 13.4;
(i) Seller has delivered the Performance Security to Buyer in accordance with Section 8.8; and
(j) Seller has paid Buyer or authorized Buyer to draw on the Development Security for all amounts owing under this Agreement, if any, including Construction Delay Damages and Commercial Operation Delay Damages.

2.3 Development; Construction; Progress Reports. Within fifteen (15) days after the close of (i) each calendar quarter from the first calendar quarter following the Effective Date until the Construction Start Date, and (ii) each calendar month from the first calendar month following the Construction Start Date until the Commercial Operation Date, Seller shall provide to Buyer a Progress Report and agree to regularly scheduled meetings between representatives of Buyer and Seller to review such reports and discuss Seller’s construction progress. The form of the Progress Report is set forth in Exhibit E. Seller shall also provide Buyer with any reasonable requested documentation (subject to confidentiality restrictions) directly related to the achievement of Milestones within ten (10) Business Days of receipt of such request by Seller. For the avoidance of doubt, Seller is solely responsible for the design and construction of the Facility, including the location of the Site, obtaining all permits and approvals to build the Facility, the Facility layout, and the selection and procurement of the equipment comprising the Facility.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 26 2.4 Remedial Action Plan. If Seller misses three (3) or more Milestones, or misses any one (1) by more than ninety (90) days, except as the result of Force Majeure Event or Buyer’s Default, Seller shall submit to Buyer, within ten (10) Business Days of either the third such missed Milestone or the end of the ninety (90) day period for any single uncompleted Milestone, a remedial action plan (“Remedial Action Plan”), which will describe in detail any delays (actual or anticipated) beyond the scheduled Milestone dates, including the cause of the delay (e.g., governmental approvals, financing, property acquisition, design activities, equipment procurement, project construction, interconnection, or any other factor), Seller’s detailed description of its proposed course of action to achieve the missed Milestones and all subsequent Milestones by the Guaranteed Commercial Operation Date; provided, that delivery of any Remedial Action Plan shall not relieve Seller of its obligation to provide Remedial Action Plans with respect to any subsequent Milestones and to achieve the Guaranteed Commercial Operation Date in accordance with the terms of this Agreement. Subject to the provisions of Exhibit B, so long as Seller complies with its obligations under this Section 2.4, Seller shall not be considered in default of its obligations under this Agreement solely as a result of missing any Milestone.

2.5 Intentionally Omitted.

2.6 Intentionally Omitted.

2.7 Ground-Mounted Solar Requirements for Pollinator-Friendly Habitats; Signage.
(a) If arable land is used for the Site, Seller shall provide a written narrative that describes the vegetation design and management plan for the Site, including landscape drawings and seed/plant listing. Seller shall use reasonable efforts to provide such narrative to Buyer no later than the Construction Start Date.
(i) In addition, within thirty (30) days of the Commercial Operation Date Seller shall submit to Buyer a pollinator-friendly solar scorecard (“Pollinator Scorecard”) in the form attached as Exhibit U. The Pollinator Scorecard includes language that deems planning for the implementation of pollinator-friendly habitat as acceptable. Not all planned activities need to be completed upon submission of the first Pollinator Scorecard, however, planning documentation must be provided with the first Pollinator Scorecard that details the upcoming activities. Seller shall use commercially reasonable efforts to achieve a score of 70 or above on each Pollinator Scorecard.
(ii) Seller shall complete installation of pollinator habitat within two (2) years of Commercial Operation and supply an updated Pollinator Scorecard to Buyer that reflects the habitat installed. Documentation of work performed relating to site preparation and seed installation will be provided to Buyer with the updated scorecard. (iii) Seller shall provide Buyer with an updated Pollinator Scorecard within sixty (60) days of the 5th, 10th, and 15th anniversary of Commercial Operation.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 27 (iv) Seller is strongly encouraged to consider, but is not required to implement, the following solar array design elements to encourage and support pollinator-friendly habitats and reduce maintenance costs:
(A) 36-inch minimum height above ground of the lowest edge of the solar panels;
(B) Burying conduits and wiring with homeruns tight to bottom of panels;
(C) Designing inter-row access/spacing to enable vegetation management; and
(D) Utilizing ‘BeeWhere’ registration if beehives are placed onsite.

Additional pollinator reference materials can be found at Pollinator Partnership at www.pollinator.org and EPRI at https://www.epri.com/#/pages/sa/pollinators?lang=en-US, including EPRI Overview of Pollinator-Friendly Solar Energy (December 2019). (b) Signage. Seller agrees to install and maintain permanent signage during the Delivery Term at the Site displaying Buyer’s logo, Seller’s logo, and the name of the Facility. The sign shall be located on property frontage with visibility to the most populous roadway, subject to any local ordinance restrictions. The sign shall be large enough to be visible from such roadway.

The materials shall be environmentally friendly, such as aluminum composite or wood, and shall not be made of acrylic or similar materials. No lighting is required. Buyer shall provide a design file for the sign. Location and final specifications for signage, including design, are subject to Buyer’s approval, not to be unreasonably withheld. Seller shall construct and maintain the sign at Seller’s sole expense, and Seller shall be responsible for obtaining any required permits or approvals. The sign shall be installed within thirty (30) days of the Commercial Operation Date.

2.8 CPUC Mid-Term Reliability Requirements. Seller acknowledges that Buyer intends to use this Agreement to comply with mandatory procurement obligations for incremental zero-emissions capacity pursuant to CPUC D.21-06-035, OP 6 and D.23-02-040. In accordance with such requirements, Seller represents that the Facility shall meet the following requirements, subject to the terms of this Agreement:
(a) The Facility shall emit zero-emissions;
(b) The Facility shall be comprised of a generation resource paired with storage; and
(c) The Facility shall be designed to be capable of delivering every day, year-round at least five (5) MWh of energy per every MW of claimed incremental capacity during the 5 p.m. to 10 p.m. period (the beginning of hour ending 1800 and the end of hour ending 2200), Pacific Time, provided that the daily plane-of-array irradiance is at least 5.2 kWh/m2 .
(d) In furtherance of Buyer’s compliance and reporting obligations related to the foregoing, and without limiting Seller’s obligations under any other provision of this AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 28 Agreement, Seller agrees to provide documentation reasonably requested by Buyer in connection with such compliance obligations, including but not limited to the following:
(i) Evidence of interconnection, site control, notice to proceed with construction, and other evidence of construction status and progress towards Commercial Operation;
(ii) Engineering assessments demonstrating that the Facility satisfies the foregoing requirements; and
(iii) Any other engineering assessments or contractual support required or requested by the CPUC pursuant to CPUC D.21-06-035 and D.23-02-040.

ARTICLE 3

PURCHASE AND SALE

3.1 Purchase and Sale of Product. Subject to the terms and conditions of this Agreement, during the Delivery Term, Seller shall supply and deliver to Buyer all the Product produced by or associated with the Facility, and Buyer will purchase all the Product produced by or associated with the Facility at the Contract Price and in accordance with Exhibit C. At its sole discretion, Buyer may during the Delivery Term re-sell or use for another purpose all or a portion of the Product, after title and risk of loss thereto has been transferred to Buyer, provided that no such re-sale or use shall relieve Buyer of any obligations hereunder. During the Delivery Term, Buyer will have exclusive rights to offer, bid, or otherwise submit the Product, or any component thereof, from the Facility after the Delivery Point for resale in the market, and retain and receive any and all related revenues. Subject to Buyer’s obligation to purchase Product in accordance with this Section 3.1 and Exhibit C, Buyer has no obligation to purchase from Seller any Product for which the associated Facility Energy is not or cannot be delivered to the Delivery Point as a result of an outage of the Facility, a Force Majeure Event affecting Buyer’s ability to receive the Product at the Delivery Point, or a Curtailment Order.

3.2 Sale of Green Attributes. During the Delivery Term, Seller shall sell and deliver to Buyer, and Buyer shall purchase from Seller, all Green Attributes attributable to the Generating Facility Energy generated and/or delivered by the Generating Facility.

3.3 Imbalance Energy. Buyer and Seller recognize that in any given Settlement Period there may be Imbalance Energy. To the extent there is any Imbalance Energy, any payments or charges related to such Imbalance Energy shall be for the account of Buyer.

3.4 Ownership of Renewable Energy Incentives. Seller shall have all right, title and interest in and to all Renewable Energy Incentives. Buyer acknowledges that any Renewable Energy Incentives belong to Seller. If any Renewable Energy Incentives, or values representing the same, are initially credited or paid to Buyer, Buyer shall cause such Renewable Energy Incentives or values relating to same to be assigned or transferred to Seller without delay. Buyer shall reasonably cooperate with Seller, at Seller’s sole expense, in Seller’s efforts to meet the requirements for any certification, registration, or reporting program relating to Renewable Energy Incentives.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 29 3.5 Future Environmental Attributes.
(a) The Parties acknowledge and agree that as of the Original Effective Date, environmental attributes sold under this Agreement are restricted to Green Attributes; however, Future Environmental Attributes may be created by a Governmental Authority through Laws enacted after the Original Effective Date. Subject to the final sentence of this Section 3.5(a) and Sections 3.5(b) and 3.11, in such event, Buyer shall bear all costs associated with the transfer, qualification, verification, registration and ongoing compliance for such Future Environmental Attributes, but there shall be no increase in the Contract Price. Upon Seller’s receipt of Notice from Buyer of Buyer’s intent to claim such Future Environmental Attributes, the Parties shall determine the necessary actions and additional costs associated with such Future Environmental Attributes. Seller shall have no obligation to alter the Facility unless the Parties have agreed on all necessary terms and conditions relating to such alteration and Buyer has agreed to reimburse Seller for all costs, losses, and liabilities associated with such alteration. (b) If Buyer elects to receive Future Environmental Attributes pursuant to Section 3.5(a), the Parties agree to negotiate in good faith with respect to the development of further agreements and documentation necessary to effectuate the transfer of such Future Environmental Attributes, including agreement with respect to (i) appropriate transfer, delivery and risk of loss mechanisms, and (ii) appropriate allocation of any additional costs to Buyer, as set forth above; provided, that the Parties acknowledge and agree that such terms are not intended to alter the other material terms of this Agreement.

3.6 Test Energy. No less than fourteen (14) days prior to the first day on which Test Energy is expected to be available from the Facility, Seller shall notify Buyer of the availability of the Test Energy. If and to the extent the Facility generates Test Energy, Seller shall sell and Buyer shall purchase from Seller all Test Energy and any associated Products on an as-available basis.

As compensation for such Test Energy and associated Product, Buyer shall remit to Seller all CAISO revenues arising from such Test Energy and associated Product (the “Test Energy Rate”).

For the avoidance of doubt, the conditions precedent in Section 2.2 are not applicable to the Parties’ obligations under this Section 3.6.

3.7 Capacity Attributes. Seller shall make all requests in the CAISO generator interconnection process necessary to achieve Deliverability Status. As between Buyer and Seller, Seller shall be responsible for the cost and installation of any Network Upgrades associated with obtaining such Deliverability Status. Seller’s obligations under this Section 3.7 are subject to the provisions of Section 3.11.
(a) Throughout the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all the Capacity Attributes from the Storage Facility. (b) Throughout the Delivery Term, Seller shall use commercially reasonable efforts to maintain Deliverability Status for the Storage Facility from the CAISO and shall perform all actions necessary to ensure that the Storage Facility qualifies to provide Resource Adequacy Benefits to Seller. On and after the RA Guarantee Date and thereafter throughout the Delivery Term, and subject to Section 3.11, Seller hereby covenants and agrees to transfer all Resource Adequacy Benefits to Buyer from the Storage Facility.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 30 (c) For the duration of the Delivery Term, Seller shall take all commercially reasonable actions, including complying with all applicable registration and reporting requirements, and execute all documents or instruments necessary to enable Buyer to use all of the Capacity Attributes committed by Seller to Buyer pursuant to this Agreement.

3.8 Resource Adequacy Failure.
(a) RA Deficiency Determination. For each RA Shortfall Month, Seller shall pay to Buyer the RA Deficiency Amount as liquidated damages or provide Replacement RA, in each case, as the sole remedy for the Capacity Attributes Seller failed to convey to Buyer. (b) RA Deficiency Amount Calculation. Subject to Section 3.11, for each RA Shortfall Month, Seller shall pay to Buyer an amount (the “RA Deficiency Amount”) equal to the (c) Seller may, as an alternative to paying RA Deficiency Amounts, provide Replacement RA in an amount equal to all or a portion of the RA Shortfall Amount, provided that the Replacement RA capacity is communicated by Seller to Buyer with Replacement RA product information in a written notice substantially in the form of Exhibit M at least before the applicable CPUC Showing Month for the purpose of monthly RA reporting. (d)

3.9 CEC Certification and Verification. Subject to Section 3.11, Seller shall take all necessary steps including, but not limited to, making or supporting timely filings with the CEC to obtain and maintain CEC Certification and Verification for the Generating Facility throughout the Delivery Term, including compliance with all applicable requirements for certified facilities set forth in the current version of the RPS Eligibility Guidebook (or its successor). Seller shall obtain CEC Precertification by the Commercial Operation Date. Within thirty (30) days after the Commercial Operation Date, Seller shall apply with the CEC for final CEC Certification and Verification. Within one hundred eighty (180) days after the Commercial Operation Date, and subject to Section 3.11, Seller shall obtain and maintain throughout the remainder of the Delivery Term the final CEC Certification and Verification. Seller must promptly notify Buyer and the CEC of any changes to the information included in Seller’s application for CEC Certification and Verification for the Generating Facility.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 31 3.10 California Renewables Portfolio Standard.
(a) Eligibility. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC 6] As used in this Section 3.10(a), “certified by the CEC” means the Generating Facility has received CEC Certification and Verification.
(b) Transfer of Renewable Energy Credits. Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08-028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC REC-1]. (c) Tracking of RECs in WREGIS. Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. [STC REC-2].

3.11 Change in Law.
(a) The Parties acknowledge that an essential purpose of this Agreement is to provide renewable generation that meets the requirements of the California Renewables Portfolio Standard and Capacity Attributes to meet various compliance requirements, and that this Agreement is being used by Buyer to comply with mandatory procurement obligations of the CPUC, and that Governmental Authorities, including the CEC, CPUC, CAISO and WREGIS, may undertake actions from time to time to implement a change in Law. Seller agrees to use commercially reasonable efforts to cooperate with Buyer with respect to any subsequently requested changes, modifications, or amendments to this Agreement needed to satisfy requirements of Governmental Authorities associated with changes in Law, including changes, modifications, or amendments to this Agreement to: (i) amend the Agreement to reflect any mandatory contractual language required by Governmental Authorities, including changes to the definition of Green Attributes and Capacity Attributes or as may be required pursuant to CPUC D.21-06-035; (ii) require submission of any reports, data, or other information required by Governmental Authorities; (iii) provide additional documentation or information to respond to data requests from the CPUC or other Governmental Authorities; (iv) satisfy new compliance requirements of Governmental Authorities; or (v) take any other actions that may be requested by Buyer to assure that the Generating Facility is an Eligible Renewable Energy Resource under the AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 32 California Renewables Portfolio Standard; provided that Seller shall have no obligation to modify this Agreement, or take other actions not required under this Agreement, if such modifications or actions would materially adversely affect, or could reasonably be expected to have or result in a material adverse effect on, any of Seller’s rights, benefits, risks and/or obligations under this Agreement.
(b) If a change in Laws occurring after the Original Effective Date has increased Seller’s known or reasonably expected costs and expenses to comply with Seller’s obligations under this Agreement with respect to obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable) any Product (any action required to be taken by Seller to comply with such change in Law, a “Compliance Action”), then the Parties agree that the maximum aggregate amount of costs and expenses Seller shall be required to bear during the Delivery Term to comply with all such Compliance Actions shall be capped at (the “Compliance Expenditure
Cap”),

(c) If Seller reasonably anticipates the need to incur costs and expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall provide Notice to Buyer of such anticipated costs and expenses. (d) Buyer will have sixty (60) Days to evaluate such Notice (during which time period Seller shall not be obligated to take any Compliance Actions described in such Notice) and shall, within such time, either (1) agree to reimburse Seller for all of the costs and expenses that exceed the Compliance Expenditure Cap (such costs and expenses (including lost production, if any), the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions.
(e) If Buyer agrees to reimburse Seller for the Accepted Compliance Costs, Seller shall complete the Compliance Actions covered by such Accepted Compliance Costs as agreed upon by the Parties, provided that under no circumstances shall Seller be obligated to incur costs and expenses in excess of the Accepted Compliance Costs that have been agreed to be reimbursed by Buyer.
(f)
AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 33 3.12 Project Configuration. In order to optimize the benefits of the Facility, Buyer and Seller each agree that if requested by the other Party, then Buyer and Seller will discuss in good faith potential reconfiguration of the Facility or Interconnection Facilities; provided that neither Party shall be obligated to agree to any changes under this Agreement, or to incur any unreimbursed expense in connection with such changes, except under terms mutually acceptable to both Parties as set forth in a written agreement.

ARTICLE 4

OBLIGATIONS AND DELIVERIES

4.1 Delivery.
(a) Energy. Subject to the provisions of this Agreement, commencing on the Commercial Operation Date through the end of the Contract Term, Seller shall supply and deliver the Product to Buyer at the Delivery Point, and Buyer shall take delivery of the Product at the Delivery Point in accordance with the terms of this Agreement. Except as otherwise provided herein, Seller will be responsible for paying or satisfying when due any costs or charges imposed in connection with the delivery of Facility Energy to the Delivery Point, including without limitation, Station Use, Electrical Losses, any costs associated with delivering the Charging Energy from the Generating Facility to the Storage Facility, and any operation and maintenance charges imposed by the Transmission Provider directly relating to the Facility’s operations. Buyer shall be responsible for all costs, charges and penalties, if any, imposed in connection with the delivery of Facility Energy at and after the Delivery Point, including without limitation transmission costs and transmission line losses and imbalance charges. Notwithstanding any of the foregoing to the contrary, Buyer shall assume all liability and reimburse Seller for any and all CAISO charges and penalties incurred by Seller as a result of Buyer’s actions or failures to comply with its obligations under this Agreement, including those resulting from a Buyer Curtailment Period. The Facility Energy will be scheduled to the CAISO by Buyer (or Buyer’s designated Scheduling Coordinator) in accordance with Exhibit D.
(b) Green Attributes. All Green Attributes associated with the Generating Facility during the Delivery Term are exclusively dedicated to and vested in Buyer. Seller represents and warrants that Seller holds the rights to all Green Attributes from the Generating Facility, and Seller agrees to convey and hereby conveys all such Green Attributes to Buyer as included in the delivery of the Product from the Generating Facility.

4.2 Title and Risk of Loss.
(a) Energy. Title to and risk of loss related to the Facility Energy, shall pass and transfer from Seller to Buyer at the Delivery Point. Seller warrants that all Product delivered to Buyer is free and clear of all liens, security interests, claims and encumbrances of any kind. (b) Green Attributes. Title to and risk of loss related to the Green Attributes shall pass and transfer from Seller to Buyer upon the transfer of such Green Attributes in accordance with WREGIS.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 34 4.3 Forecasting. Seller shall provide the forecasts described below at its sole expense and in a format reasonably acceptable to Buyer (or Buyer’s designee). Seller shall use reasonable efforts to provide forecasts that are accurate and, to the extent not inconsistent with the requirements of this Agreement, shall prepare such forecasts, or cause such forecasts to be prepared, in accordance with Prudent Operating Practices. (a) Annual Forecast of Energy. No less than forty-five (45) days before (i) the first day of the first Contract Year of the Delivery Term and (ii) the beginning of each calendar year for every subsequent Contract Year during the Delivery Term, Seller shall provide to Buyer and the SC (if applicable) a non-binding forecast of each month’s average-day expected Generating Facility Energy, by hour, for the following calendar year in a form substantially similar to the table found in Exhibit F-1 (“Form of Average Expected Energy Report”), or as reasonably requested by Buyer.
(b) Monthly Forecast of Energy and Available Generating Capacity. No less than thirty (30) days before the beginning of Commercial Operation, and thereafter ten (10) Business Days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer and the SC (if applicable) a non-binding forecast of the hourly expected Generating Facility Energy for each day of the following month in a form substantially similar to the table found in Exhibit F-2 (“Form of Monthly Delivery Forecast”). (c) Day-Ahead Forecast. By 5:30 AM Pacific Prevailing Time on the Business Day immediately preceding the date of delivery, or as otherwise specified by Buyer consistent with Prudent Operating Practice, Seller shall provide Buyer or its Scheduling Coordinator with a non-binding forecast of the hourly expected Generating Facility Energy for each hour of the immediately succeeding day (“Day-Ahead Forecast”). A Day-Ahead Forecast provided in a day prior to any non-Business Day(s) shall include non-binding forecasts for the immediate day, each succeeding non-Business Day and the next Business Day. Each Day-Ahead Forecast shall clearly identify, for each hour, Seller’s best estimate of the hourly expected Generating Facility Energy.

These Day-Ahead Forecasts shall be sent to the Scheduling Coordinator. If Seller fails to provide Buyer or its Scheduling Coordinator with a Day-Ahead Forecast as required herein for any period, then for such unscheduled delivery period only Buyer shall rely on any real-time forecast or Buyer’s best estimate based on information reasonably available to Buyer. For the avoidance of doubt, receipt by the Scheduling Coordinator of a Day-Ahead Forecast in the form of the CAISO VER Forecast or a Day-Ahead Forecast from another Approved Forecast Vendor shall satisfy Seller’s obligations under this Section 4.3(c).
(d) Real-Time Forecasts. During the Delivery Term, Seller shall notify the Scheduling Coordinator of any changes from the Day-Ahead Forecast of one (1) MW or more in (i) Available Generating Capacity or (ii) Storage Capacity or (iii) hourly expected Generating Facility Energy, in each case, whether due to Forced Facility Outage, Force Majeure Event or other cause, as soon as reasonably possible, but no later than one (1) hour prior to the deadline for submitting Schedules to the CAISO in accordance with the rules for participation in the Real-Time Market. If the Available Generating Capacity, Storage Capacity, or hourly expected Generating Facility Energy changes by at least one (1) MW as of a time that is less than one (1) hour prior to the Real-Time Market deadline, but before such deadline, then Seller must notify Buyer or its Scheduling Coordinator as soon as reasonably possible. Such Real-Time Forecasts of Generating AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 35 Facility Energy shall be provided by an Approved Forecast Vendor and shall contain information regarding the beginning date and time of the event resulting in the change in Available Generating Capacity, Storage Capacity, or hourly expected Generating Facility Energy, as applicable, the expected end date and time of such event, and any other information required by the CAISO or reasonably requested by Buyer. With respect to any Forced Facility Outage, Seller shall use best efforts to notify Buyer or its Scheduling Coordinator of such outage within ten (10) minutes of the commencement of the Forced Facility Outage. Seller shall inform Buyer or its Scheduling Coordinator of any developments that will affect either the duration of such outage or the availability of the Facility during or after the end of such outage. These Real-Time Forecasts shall be communicated in a method acceptable to Buyer or its Scheduling Coordinator; provided that Buyer or its Scheduling Coordinator specifies the method no later than five (5) Business Days prior to the effective date of such requirement. In the event Buyer or its Scheduling Coordinator fails to provide Notice of an acceptable method for communications under this Section 4.3(d), then Seller shall send such communications by telephone and email to Buyer or its Scheduling Coordinator. For the avoidance of doubt, receipt by the Scheduling Coordinator of Real-Time Forecasts in the form of the CAISO VER Forecast or a Real-Time Forecast from another Approved Forecast Vendor shall satisfy Seller’s obligations under this Section 4.3(d). (e) Forced Facility Outages. Notwithstanding anything to the contrary herein, Seller shall notify the Scheduling Coordinator of Forced Facility Outages promptly but no later than the time periods required by the CAISO Tariff and the CAISO’s outage management rules and Seller shall keep the Scheduling Coordinator informed of any developments that will affect either the duration of the outage or the availability of the Facility during or after the end of the outage.
(f) Forecasting Penalties. Subject to a Force Majeure Event, in the event Seller does not provide the notification required in Section 4.3(e) and Buyer incurs a loss or penalty resulting from its scheduling activities with respect to Facility Energy due to the failure of Seller to provide such notification, Seller shall be responsible for a Forecasting Penalty. Settlement of Forecasting Penalties shall occur as set forth in Article 8 of this Agreement. (g) CAISO Tariff Requirements. Subject to the limitations expressly set forth in Section 3.11, to the extent such obligations are applicable to the Facility, Seller will comply with all applicable obligations for Variable Energy Resources under the CAISO Tariff and the Eligible Intermittent Resource Protocol, including providing appropriate operational data and meteorological data, and will fully cooperate with Buyer, Buyer’s SC, and CAISO, in providing all data, information, and authorizations required thereunder.

4.4 Dispatch Down/Curtailment.
(a) General. Seller agrees to reduce the amount of Facility Energy produced by the Facility and delivered to the Delivery Point, by the amount and for the period set forth in any Curtailment Order, Buyer Curtailment Order, or notice received from CAISO in respect of a Buyer Bid Curtailment, provided that Seller is not required to reduce such amount to the extent it is inconsistent with the limitations of the Facility set out in the Operating Restrictions.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 36 (b) Buyer Curtailment. Buyer shall have the right to order Seller to curtail deliveries of Facility Energy through Buyer Curtailment Orders, provided that Buyer shall pay Seller for all Deemed Delivered Energy associated with a Buyer Curtailment Period in excess of the Curtailment Cap at the Renewable Rate, in accordance with Exhibit C. (c) Failure to Comply. Subject to Section 4.4(a), if Seller fails to comply with a Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order, then, for each MWh of Facility Energy that is delivered by the Facility to the Delivery Point in contradiction to the Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order, Seller shall pay Buyer for each such MWh at an amount equal to the sum of (A) + (B) + (C), where: (A) is the amount, if any, paid to Seller by Buyer for delivery of such excess MWh and, (B) is the sum, for all Settlement Intervals with a Negative LMP during the Buyer Curtailment Period or Curtailment Period, of the absolute value of the product of such excess MWh in each Settlement Interval and the Negative LMP for such Settlement Interval, and (C) is any penalties assessed to Buyer by the CAISO or other charges assessed by the CAISO resulting from Seller’s failure to comply with the Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order. (d) Seller Equipment Required for Curtailment Instruction Communications.

Subject to the last sentence of this Section 4.4(d), Seller shall acquire, install, and maintain such facilities, communications links and other equipment, and implement such protocols and practices, as necessary to respond and follow instructions, including an electronic signal conveying real time and intra-day instructions, to operate the Facility in accordance with this Agreement or a Governmental Authority, including to implement a Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order in accordance with the then-current methodology used to transmit such instructions as it may change from time to time. If at any time during the Delivery Term Seller’s facilities, communications links or other equipment, protocols or practices are not in compliance with then-current methodologies, Seller shall take the steps necessary to become compliant as soon as reasonably possible. Seller shall be liable pursuant to Section 4.4(c) for failure to comply with a Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order, during the time that Seller’s facilities, communications links or other equipment, protocols or practices are not in compliance with then-current methodologies. For the avoidance of doubt, a Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order communication via such systems and facilities shall have the same force and effect on Seller as any other form of communication.

If Seller is directed by Buyer to install or implement facilities, communications links or other equipment, protocols or practices facilities pursuant to this Section 4.4(d) that are not otherwise required for the Facility pursuant to the CAISO Tariff, then the installation or implementation of such facilities, communications links or other equipment, protocols or practices facilities will be deemed Compliance Actions subject to the Compliance Expenditure Cap as set forth in Section

3.11. 4.5 Charging Energy Management.
(a) Upon receipt of a valid Charging Notice, but subject to Section 4.5(b), Seller shall take any and all action necessary to deliver the Charging Energy from the Generating Facility to the Storage Facility in order to deliver the Storage Product in accordance with the terms of this Agreement.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 37 (b) During the Delivery Term, Buyer will have the right to direct Seller to charge the Storage Facility seven (7) days per week and twenty-four (24) hours per day (including holidays), by providing Charging Notices to Seller electronically, provided, that Buyer’s right to issue Charging Notices is subject to the requirements and limitations set forth in this Agreement, including the Operating Restrictions and the provisions of Section 4.5(a). Each Charging Notice issued in accordance with this Agreement will be effective unless and until Buyer modifies such Charging Notice by providing Seller with an updated Charging Notice. (c) Seller shall not charge the Storage Facility during the Delivery Term other than pursuant to a valid Charging Notice, or in connection with a Storage Capacity Test, or pursuant to a notice from CAISO, the PTO, Transmission Provider, or any other Governmental Authority or as provided in Section 4.4(a). If, during the Delivery Term, Seller (i) charges the Storage Facility to a Stored Energy Level greater than the Stored Energy Level provided for in the Charging Notice or (ii) charges the Storage Facility in violation of the first sentence of this Section 4.5(c), then (x) Seller shall be responsible for all energy costs associated with such charging of the Storage Facility, (y) Buyer shall not be required to pay for the charging of such energy (i.e., Charging Energy), and (z) Buyer shall be entitled to discharge such energy and entitled to all of the benefits (including Storage Product) associated with such discharge. (d) During the Delivery Term, Buyer will have the right to direct Seller to discharge the Storage Facility seven (7) days per week and twenty-four (24) hours per day (including holidays), by providing Discharging Notices to Seller electronically, and subject to the requirements and limitations set forth in this Agreement, including the Operating Procedures. Each Discharging Notice issued in accordance with this Agreement will be effective unless and until Buyer modifies such Discharging Notice by providing Seller with an updated Discharging Notice. (e) Notwithstanding anything in this Agreement to the contrary, during any Settlement Interval, Curtailment Orders, Buyer Curtailment Orders, and Buyer Bid Curtailments applicable to such Settlement Interval shall have priority over any Charging Notices and Discharging Notices applicable to such Settlement Interval, and Seller shall have no liability for violation of this Section 4.5 or any Charging Notice or Discharging Notice if and to the extent such violation is caused by Seller’s compliance with any Curtailment Order, Buyer Curtailment Order, Buyer Bid Curtailment or other instruction or direction from a Governmental Authority, the PTO or the Transmission Provider. Buyer shall have the right, but not the obligation, to provide Seller with updated Charging Notices and Discharging Notices during any Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order consistent with the Operating Procedures. (f)
AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 38 (g)

4.6 Reduction in Delivery Obligation. For the avoidance of doubt, and in no way limiting Section 3.1 or Exhibit G:
(a) Facility Maintenance. Unless otherwise agreed, Seller shall provide Buyer with Notice of Planned Outages at least one hundred twenty (120) days prior, provided, that (i) no Notice is required for scheduled maintenance or any changes or extensions thereto which do not result in a shutdown of more than three percent (3%) of the Installed PV Capacity and three percent (3%) of the Installed Battery Capacity, and (ii) Seller may adjust the dates of any scheduled maintenance with fewer than one hundred and twenty (120) days’ prior Notice to Buyer so long as (X) Seller makes its request more than three (3) Business Days prior to the expected start date of such scheduled maintenance and (Y) the requested alternate date is reasonably acceptable to Buyer. To the extent notice is not already required under the terms hereof, Seller shall notify Buyer as soon as practicable of any extensions to scheduled maintenance and expected end dates thereof.

Subject to the foregoing, Seller shall be permitted to reduce deliveries of Product during any period of scheduled maintenance on the Facility that does not conflict with the availability requirements required pursuant to CPUC D.21-06-035, OP 6; provided that, between June 1st and September 30th, Seller shall not schedule non-emergency maintenance that reduces the Energy generation of the Facility by more than ten percent (10%) during daylight hours, unless (i) such outage is required to avoid damage to the Facility, (ii) such maintenance is necessary to maintain equipment warranties and cannot be scheduled outside the period of June 1st to September 30th, (iii) such outage is required in accordance with Prudent Operating Practices, (iv) the Parties agree otherwise in writing, or (v) such outage is required to perform a Storage Capacity Test or measurement of the Efficiency Rate, in each case, performed at Seller’s request (any of the scheduled maintenance permitted by this Section 4.6(a), a “Planned Outage”).

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 39 (b) Forced Facility Outage. Seller shall be permitted to reduce deliveries of Product during any Forced Facility Outage. Seller shall provide the Scheduling Coordinator with Notice and expected duration (if known) of any Forced Facility Outage. (c) System Emergencies and Other Interconnection Events. Seller shall be permitted to reduce deliveries of Product during any period of System Emergency, Buyer Curtailment Period or upon Notice of a Curtailment Order pursuant to the terms of this Agreement, the Interconnection Agreement or applicable tariff.
(d) Force Majeure Event. Seller shall be permitted to reduce deliveries of Product during any Force Majeure Event.
(e) Health and Safety. Seller shall be permitted to reduce deliveries of Product as necessary to maintain health and safety pursuant to Section 6.2.

4.7 Guaranteed Energy Production. Seller shall be required to deliver to Buyer no less than the Guaranteed Energy Production in each Performance Measurement Period. For purposes of determining whether Seller has achieved the Guaranteed Energy Production, Seller shall be deemed to have delivered to Buyer (1) any Deemed Delivered Energy and (2) Energy in the amount it could reasonably have delivered to Buyer but was prevented from delivering to Buyer by reason of any Force Majeure Events, System Emergency, Buyer’s Default or other failure to perform, and Curtailment Periods (“Lost Output”). If Seller fails to achieve the Guaranteed Energy Production amount in any Performance Measurement Period, Seller shall pay Buyer damages calculated in accordance with Exhibit G.

4.8 Storage Availability.
(a) During the Delivery Term, the Storage Facility shall maintain a Monthly Storage Availability during each month of no less than (the “Guaranteed Storage Availability”), which Monthly Storage Availability shall be calculated in accordance with Exhibit P.
(b) If the Monthly Storage Availability during any month is less than the Guaranteed Storage Availability, then Buyer’s payment for the Storage Product shall be calculated by reference to the Availability Adjustment (as determined in accordance with Exhibit P).

4.9 Storage Capacity Tests.
(a) Prior to the Commercial Operation Date, Seller shall schedule and complete a Storage Capacity Test in accordance with Exhibit O. Thereafter, Seller and Buyer shall have the right to run retests of the Storage Capacity Test in accordance with Exhibit O. (b) Buyer shall have the right to send one or more representative(s) to witness all Storage Capacity Tests. Such representative(s) shall not interfere with the Storage Capacity Tests. Buyer shall be responsible for all costs, expenses and fees payable or reimbursable to its representative(s) witnessing any Storage Capacity Test. Other than as may be agreed pursuant to Section 3.11, all other costs of any Storage Capacity Test shall be borne by Seller.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 40 (c) Following each Storage Capacity Test, Seller shall submit a testing report in accordance with Exhibit O. If the actual capacity or efficiency rate determined pursuant to a Storage Capacity Test varies from the then current Storage Capacity and/or Efficiency Rate, as applicable, then the actual capacity and/or efficiency rate, as applicable, determined pursuant to a Storage Capacity Test (up to, but not in excess of, the original Storage Contract Capacity set forth on the Cover Sheet, as such original Storage Contract Capacity on the Cover Sheet may have been adjusted (if at all) pursuant to Exhibit B) shall become the new Storage Capacity and/or Efficiency Rate, effective as of the first day of the month following the completion of the test, for all purposes under this Agreement, including compensation under Exhibit C.

4.10 WREGIS. Seller shall, at its sole expense, take all actions and execute all documents or instruments necessary to ensure that all WREGIS Certificates associated with all Renewable Energy Credits corresponding to all Generating Facility Energy purchased by Buyer hereunder are issued and tracked for purposes of satisfying the requirements of the California Renewables Portfolio Standard and transferred in a timely manner to Buyer for Buyer’s sole benefit. Seller shall transfer the Renewable Energy Credits to Buyer. Seller shall comply with all Laws, including the WREGIS Operating Rules, regarding the certification and transfer of such WREGIS Certificates to Buyer and Buyer shall be given sole title to all such WREGIS Certificates.

Seller shall be deemed to have satisfied the warranty in Section 3.10(c), provided that Seller fulfills its obligations under Sections 4.10(a) through (f) below. In addition:
(a) Prior to the Commercial Operation Date or as soon as reasonably possible thereafter, Seller shall register the Facility with WREGIS and establish an account with WREGIS (“Seller’s WREGIS Account”), which Seller shall maintain until the end of the Delivery Term.

Seller shall transfer the WREGIS Certificates using “Recurring Certificate Transfers” (as described in the WREGIS Operating Rules) from Seller’s WREGIS Account to the WREGIS account(s) of Buyer or the account(s) of a designee that Buyer identifies by Notice to Seller (“Buyer’s WREGIS Account”). Seller shall be responsible for all expenses associated with registering the Facility with WREGIS, establishing and maintaining Seller’s WREGIS Account, paying WREGIS Certificate issuance and transfer fees, and transferring WREGIS Certificates from Seller’s WREGIS Account to Buyer’s WREGIS Account. (b) Seller shall cause Recurring Certificate Transfers to occur on a monthly basis in accordance with the certification procedure established by the WREGIS Operating Rules.

Since WREGIS Certificates will only be created for whole MWh amounts of Facility Energy generated, any fractional MWh amounts (i.e., kWh) will be carried forward until sufficient generation is accumulated for the creation of a WREGIS Certificate. (c) Seller shall, at its sole expense, ensure that the WREGIS Certificates for a given calendar month correspond with the Facility Energy for such calendar month as evidenced by the Facility’s metered data.
(d) Due to the delay in the creation of WREGIS Certificates relative to the timing of invoice payment under Section 8.2, Buyer shall make an invoice payment for a given month in accordance with Section 8.2 notwithstanding that the WREGIS Certificates for such month may not have been formally transferred to Buyer in accordance with the WREGIS AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 41 Operating Rules and this Section 4.10. Notwithstanding this delay, Buyer shall have all right and title to all such WREGIS Certificates upon payment to Seller in accordance with Section 8.2. (e) A “WREGIS Certificate Deficit” means any deficit or shortfall in WREGIS Certificates delivered to Buyer for a calendar month as compared to the Facility Energy for the same calendar month (“Deficient Month”) caused by an error or omission of Seller. If any WREGIS Certificate Deficit is caused, or the result of any action or inaction by Seller, and remains uncured following the later of (i) thirty (30) days after Notice from Buyer thereof or (ii) ninety (90) days after the Deficient Month, then the amount of Generating Facility Energy in the Deficient Month shall be reduced by the amount of the WREGIS Certificate Deficit for purposes of calculating Buyer’s payment to Seller under Article 8 and the Guaranteed Energy Production for the applicable Performance Measurement Period. If there is a shortfall of WREGIS Certificates caused solely by an error or omission of WREGIS, the Parties shall cooperate in good faith to cause WREGIS to correct its error or omission.
(f) Subject to Section 3.11, if WREGIS changes the WREGIS Operating Rules after the Original Effective Date or applies the WREGIS Operating Rules in a manner inconsistent with this Section 4.10 after the Original Effective Date, the Parties promptly shall modify this Section 4.10 as reasonably required to cause and enable Seller to transfer to Buyer’s WREGIS Account a quantity of WREGIS Certificates for each given calendar month that corresponds to the Facility Energy in the same calendar month.

4.11 Station Use. Seller will be responsible for procuring and paying for all necessary retail electricity required to operate the Facility. Energy generated and/or stored at the Facility may be used to provide Energy required for Station Use, provided that Seller reimburse or not invoice Buyer for any costs incurred by Buyer in connection with such Station Use and the associated Energy.

4.12 Interconnection Capacity. Seller shall ensure during the Test Energy period and throughout the Delivery Term that (a) the Facility will have and maintain interconnection capacity available or allocable to the Facility under the Interconnection Agreement that is no less than the Guaranteed Capacity and (b) Seller shall have sufficient interconnection capacity and rights under the Interconnection Agreement to interconnect the Facility with the CAISO Grid and to fulfill Seller’s obligations under this Agreement, including with respect to Resource Adequacy Benefits, and to allow Buyer to dispatch the Facility in accordance with the CAISO Tariff and as contemplated under this Agreement (collectively, the “Dedicated Interconnection Capacity”).

Buyer shall be entitled to all rights and benefits associated with the Dedicated Interconnection Capacity, including any associated deliverability rights. Seller shall be responsible for all costs of interconnecting the Facility to the Transmission System.

ARTICLE 5
TAXES

5.1 Allocation of Taxes and Charges. Seller shall pay or cause to be paid all Taxes on or with respect to the Facility or on or with respect to the sale and making available of Product to Buyer, that are imposed on Product prior to its delivery to Buyer at the time and place contemplated under this Agreement. Buyer shall pay or cause to be paid all Taxes on or with respect to the delivery to and purchase by Buyer of Product that are imposed on Product at and AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 42 after its delivery to Buyer at the time and place contemplated under this Agreement (other than withholding or other Taxes imposed on Seller’s income, revenue, receipts or employees), if any.

If a Party is required to remit or pay Taxes that are the other Party’s responsibility hereunder, such Party shall promptly pay the Taxes due and then seek and receive reimbursement from the other for such Taxes. In the event any sale of Product hereunder is exempt from or not subject to any particular Tax, Buyer shall provide Seller with all necessary documentation within thirty (30) days after the Effective Date or promptly upon request by Seller to evidence such exemption or exclusion. If Buyer does not provide such documentation, then Buyer shall indemnify, defend, and hold Seller harmless from any liability with respect to Taxes from which Buyer claims it is exempt.

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

5.3 Ownership. Seller shall be the owner of the Facility for federal income tax purposes and, as such, Seller (or its Affiliates or Lenders) shall be entitled to all depreciation deductions associated with the Facility and to any and all Tax Credits or other tax benefits associated with the Facility, including any such tax credits or tax benefits under the Code and all Renewable Energy Incentives. The Parties intend this Agreement to be a “service contract” within the meaning of Section 7701(e)(3) of the Code. The Parties will not take the position on any tax return or in any other filings suggesting that it is anything other than a purchase of the Product from the Seller or that this agreement is anything other than a “service contract” within the meaning of Section 7701(e)(3) of the Code.

ARTICLE 6

MAINTENANCE OF THE FACILITY

6.1 Maintenance of the Facility. Seller shall comply with applicable Law and Prudent Operating Practice relating to the operation and maintenance of the Facility and the generation and sale of Product.

6.2 Maintenance of Health and Safety. Seller shall take reasonable safety precautions with respect to the operation, maintenance, repair and replacement of the Facility. If Seller becomes aware of any circumstances relating to the Facility that create an imminent risk of damage or injury to any Person or any Person’s property, Seller shall take prompt action to prevent such damage or injury. Such action may include, to the extent reasonably necessary, disconnecting and removing all or a portion of the Facility, or suspending the supply of Generating Facility Energy, Charging Energy, or Discharging Energy.

6.3 Shared Facilities. The Parties acknowledge and agree that certain of the Shared Facilities and Interconnection Facilities (including a transformer, substation and associated equipment and real property), and Seller’s rights and obligations under the Interconnection Agreement, may be subject to certain shared facilities or co-tenancy agreements (“Shared AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 43 Facilities Agreements”) to be entered into among Seller, the Participating Transmission Owner, Seller’s Affiliates, or third parties pursuant to which certain Interconnection Facilities may be subject to joint ownership and shared maintenance and operation arrangements; provided that such Shared Facilities Agreements (i) shall permit Seller to perform or satisfy, and shall not purport to limit, its obligations hereunder, including providing the Dedicated Interconnection Capacity, (ii) continue to provide for separate metering and a separate Resource ID for each of the Generating Facility and the Storage Facility, and (iii) shall not allow any Affiliate of Seller or third party to use the Dedicated Interconnection Capacity if such use would have an adverse impact on Buyer’s dispatch rights of the Facility. Seller shall hold Buyer harmless from any penalties, imbalance energy charges, or other costs or losses from CAISO or under the Agreement resulting from a third party’s use of the Dedicated Interconnection Capacity.

ARTICLE 7

METERING

7.1 Metering. Seller shall measure the amount of Facility Energy using the Facility Meters, which will be subject to adjustment in accordance with applicable CAISO meter requirements and Prudent Operating Practices, including to account for Electrical Losses and Station Use. Seller shall measure the Charging Energy and the Discharging Energy using the Storage Facility Meters. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as Seller’s cost. Subject to meeting any applicable CAISO requirements, the meters shall be programmed to adjust for all losses from the Facility to the Delivery Point in a manner subject to Buyer’s prior written approval, not to be unreasonably withheld. Metering shall be consistent with the requirements set forth in Exhibit T. Each meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal outside of normal testing, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO the CAISO meter data directly relating to the Facility and all inspection, testing and calibration data and reports. Seller and Buyer, or Buyer’s Scheduling Coordinator, shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Operational Meter Analysis and Reporting (OMAR) web or directly from the CAISO meter(s) at the Facility. Seller shall obtain and maintain a single CAISO Resource ID dedicated exclusively to the Generating Facility and a single CAISO Resource ID dedicated exclusively to the Storage Facility. Seller shall not obtain additional CAISO Resource IDs for the Generating Facility, the Storage Facility, or the Facility without the prior written consent of Buyer, which shall not be unreasonably withheld. In addition, upon the reasonable request of Buyer, Seller shall obtain one or more additional CAISO Resource IDs, provided that any out-of-pocket costs associated with obtaining such additional CAISO Resource IDs incurred by Seller shall be reimbursed by Buyer.

7.2 Meter Verification. Annually, if Seller has reason to believe there may be a meter malfunction, or upon Buyer’s reasonable request, Seller shall test the meter. The tests shall be conducted by independent third parties qualified to conduct such tests. Buyer shall have a right to be present during such tests. If a meter is inaccurate it shall be promptly repaired or replaced.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 44 ARTICLE 8
INVOICING AND PAYMENT; CREDIT

8.1 Invoicing. The calendar month shall be the standard period for all payments under this Agreement (other than Termination Payments) and Seller shall make good faith efforts to deliver the first invoice to Buyer for the Product no later than ten (10) Business Days after the end of the calendar month in which the Commercial Operation Date occurs. Seller shall thereafter make good faith efforts to deliver an invoice to Buyer for Product no later than ten (10) Business Days after the end of the prior monthly delivery period. Each invoice shall reflect (a) records of metered data, including CAISO metering and transaction data sufficient to document and verify the amount of Product delivered by the Facility for any Settlement Period during the preceding month, including the amount of Generating Facility Energy produced by the Generating Facility as read by the Generating Facility Meter, the amount of Charging Energy produced by the Generating Facility as read by the Storage Facility Meter, the amount of Discharging Energy delivered from the Storage Facility as read by the Storage Facility Meter, the amount of Replacement RA delivered to Buyer (if any), the calculation of Generating Facility Energy, Deemed Delivered Energy and Adjusted Energy Production, and the Contract Price applicable to such Product in accordance with Exhibit C; (b) access to any records, including invoices or settlement data from the CAISO, necessary to verify the accuracy of any amount; and (c) be in a format reasonably specified by Buyer, covering the services provided in the preceding month determined in accordance with the applicable provisions of this Agreement. Buyer shall, and shall cause its Scheduling Coordinator to, provide Seller with all reasonable access (including, in real time, to the maximum extent reasonably possible) to any records, including invoices or settlement data from the CAISO, forecast data and other information, all as may be necessary from time to time for Seller to prepare and verify the accuracy of all invoices.

8.2 Payment. Buyer shall make payment to Seller for Product by wire transfer or ACH payment to the bank account provided on each monthly invoice. Buyer shall pay undisputed invoice amounts within twenty-five (25) days after receipt of the invoice, or the end of the prior monthly delivery period, whichever is later. If such due date falls on a weekend or legal holiday, such due date shall be the next Business Day. Payments made after the due date will be considered late and will bear interest on the unpaid balance. If the amount due is not paid on or before the due date or if any other payment that is due and owing from one Party to another is not paid on or before its applicable due date, a late payment charge shall be applied to the unpaid balance and shall be added to the next billing statement. Such late payment charge shall be calculated based on the 3-Month Secured Overnight Financing Rate (SOFR) rate (or a successor rate mutually agreed to by the Parties) published on the date of the invoice in The Wall Street Journal, or, if The Wall Street Journal is not published on that day, the next succeeding date of publication, plus two percent (2%) (the “Interest Rate”). If the due date occurs on a day that is not a Business Day, the late payment charge shall begin to accrue on the next succeeding Business Day.

8.3 Books and Records. To facilitate payment and verification, each Party shall maintain all books and records necessary for billing and payments, including copies of all invoices under this Agreement, for a period of at least five (5) years or as otherwise required by Law. Upon five (5) Business Days’ Notice to the other Party, either Party shall be granted access to the accounting books and records within the possession or control of the other Party pertaining to all invoices generated pursuant to this Agreement. Seller acknowledges that in accordance with AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 45 California Government Code Section 8546.7, Seller may be subject to audit by the California State Auditor with regard to Seller’s performance of this Agreement because the compensation under this Agreement exceeds Ten Thousand Dollars ($10,000).

8.4 Payment Adjustments; Billing Errors. Payment adjustments shall be made if Buyer or Seller discovers there have been good faith inaccuracies in invoicing that are not otherwise disputed under Section 8.5 or an adjustment to an amount previously invoiced or paid is required due to a correction of data by the CAISO; provided, however, that there shall be no adjustments to prior invoices based upon meter inaccuracies. If the required adjustment is in favor of Buyer, Buyer’s next monthly payment shall be credited in an amount equal to the adjustment.

If the required adjustment is in favor of Seller, Seller shall add the adjustment amount to Buyer’s next monthly invoice. Adjustments in favor of either Buyer or Seller shall bear interest, until settled in full, in accordance with Section 8.2, accruing from the date on which the adjusted amount should have been due.

8.5 Billing Disputes. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within five (5) Business Days of such resolution along with interest accrued at the Interest Rate from and including the original due date to but excluding the date paid. Inadvertent overpayments shall be returned via adjustments in accordance with Section 8.4. Any dispute with respect to an invoice is waived if the other Party is not notified in accordance with this Section 8.5 within twelve (12) months after the invoice is rendered or subsequently adjusted, except to the extent any misinformation was from a third party not affiliated with any Party and such third party corrects its information after the twelve-month period. If an invoice is not rendered within twelve (12) months after the close of the month during which performance occurred, the right to payment for such performance is waived.

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

8.7 Seller’s Development Security. To secure its obligations under this Agreement, Seller delivered the Development Security to Buyer within thirty (30) days of the Original Effective Date. Seller shall maintain the Development Security in full force and effec Upon the earlier of (i) Seller’s delivery of the Performance Security, or (ii) sixty AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 46 (60) days after termination of this Agreement, Buyer shall return the Development Security to Seller, less the amounts drawn in accordance with this Agreement. Provided that no Event of Default has occurred and is continuing with respect to Seller, Seller may replace Development Security or change the form of Development Security to another form of Development Security from time to time upon reasonable prior written notice to Buyer.

8.8 Seller’s Performance Security. To secure its obligations under this Agreement, Seller shall deliver Performance Security to Buyer on or before the Commercial Operation Date.

Seller shall maintain the Performance Security in full force and effect until the following have occurred: (A) the Delivery Term has expired or terminated early; and (B) all payment obligations of the Seller then due and payable under this Agreement, including compensation for penalties, Termination Payment, indemnification payments or other damages are paid in full (whether directly or indirectly such as through set-off or netting). Following the occurrence of both events, Buyer shall promptly return to Seller the unused portion of the Performance Security not allocated to invoiced but unpaid amounts pursuant to this Section 8.8. Provided that no Event of Default has occurred and is continuing with respect to Seller, Seller may replace Performance Security or change the form of Performance Security to another form of Performance Security from time to time upon reasonable prior written notice to Buyer.

8.9 First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Agreement, and until released as provided herein, Seller hereby grants to Buyer a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right to net against), and assignment of the Development Security, Performance Security, any other cash collateral and cash equivalent collateral posted pursuant to Sections 8.7 and 8.8 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 Buyer, and Seller agrees to take all action as Buyer reasonably requires in order to perfect Buyer’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.

Upon or any time after the occurrence of an Event of Default caused by Seller, an Early Termination Date resulting from an Event of Default caused by Seller, or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Development Security or Performance Security, Buyer may do any one or more of the following (in each case subject to the final sentence of this Section 8.9):
(a) Exercise any of its rights and remedies with respect to the Development Security and Performance Security, including any such rights and remedies under Law then in effect;
(b) Draw on any outstanding Letter of Credit issued for its benefit and retain any cash held by Buyer as Development Security or Performance Security; and (c) Liquidate all Development Security or Performance Security (as applicable) then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 47 Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Agreement (Seller remains liable for any amounts owing to Buyer after such application), subject to Buyer’s obligation to return any surplus proceeds remaining after these obligations are satisfied in full.

8.10 Seller’s Financial Statements. In the event a Guaranty is provided as Performance Security in lieu of cash or a Letter of Credit, Seller shall provide to Buyer, or cause the Guarantor to provide to Buyer, unaudited quarterly and annual audited financial statements of the Guarantor (including a balance sheet and statements of income and cash flows), all prepared in accordance with generally accepted accounting principles in the United States, consistently applied.

ARTICLE 9

NOTICES

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

9.2 Acceptable Means of Delivering Notice. Each Notice required, permitted, or contemplated hereunder shall be deemed to have been validly served, given or delivered as follows: (a) if sent by United States mail with proper first class postage prepaid, three (3) Business Days following the date of the postmark on the envelope in which such Notice was deposited in the United States mail; (b) if sent by a regularly scheduled overnight delivery carrier with delivery fees either prepaid or an arrangement with such carrier made for the payment of such fees, the next Business Day after the same is delivered by the sending Party to such carrier; (c) if sent by electronic communication (including email or other electronic means), at the time indicated by the time stamp upon delivery; or (d) if delivered in person, upon receipt by the receiving Party.

Notwithstanding the foregoing, Notices of outages or other scheduling or dispatch information or requests, may be sent by electronic communication and shall be considered delivered upon successful completion of such transmission. In addition, for any Notice sent pursuant to (a), (b) or (d) above, the Party sending such Notice shall send a courtesy copy by email to the email address provided on Exhibit N.

ARTICLE 10

FORCE MAJEURE

10.1 Definition.
(a) “Force Majeure Event” means any act or event that delays or prevents a Party from timely performing all or a portion of its obligations under this Agreement or from complying with all or a portion of the conditions under this Agreement if such act or event, despite the exercise of reasonable efforts, cannot be avoided by and is beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance, or noncompliance. (b) Without limiting the generality of the foregoing, except as set forth below, so long as an event otherwise satisfies the definition of a Force Majeure Event, a Force Majeure AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 48 Event may include an act of God or the elements, including flooding, lightning, hurricanes, tornadoes, or ice storms; explosion; fire; volcanic eruption; flood; epidemic, including COVID-19; landslide; mudslide; sabotage; terrorism; earthquake; or other cataclysmic events; an act of public enemy; war; blockade; civil insurrection; riot; civil disturbance; or strikes or other labor difficulties caused or suffered by a Party or any third party. (c) Notwithstanding the foregoing, the term “Force Majeure Event” does not include (i) economic conditions that render a Party’s performance of this Agreement at the Contract Price unprofitable or otherwise uneconomic (including an increase in component costs for any reason, including foreign or domestic tariffs, Buyer’s ability to buy the Product, or any component thereof at a lower price, or Seller’s ability to sell the Product, or any component thereof, at a higher price, than under the Agreement); (ii) Seller’s inability to obtain permits or approvals of any type for the construction, operation, or maintenance of the Facility, except to the extent such inability is caused by a Force Majeure Event; (iii) the inability of a Party to make payments when due under this Agreement, unless the cause of such inability is an event that would otherwise constitute a Force Majeure Event as described above that disables physical or electronic facilities necessary to transfer funds to the payee Party; (iv) a Curtailment Order except to the extent such event is caused by a Force Majeure Event; (v) Seller’s inability to obtain sufficient labor, equipment, materials, or other resources to build or operate the Generating Facility or the Storage Facility except to the extent such inability is caused by a Force Majeure Event; or (vi) any equipment failure except if such equipment failure is caused by a Force Majeure Event.

10.2 No Liability If a Force Majeure Event Occurs. Neither Seller nor Buyer shall be liable to the other Party in the event it is prevented from performing its obligations hereunder in whole or in part due to a Force Majeure Event. The Party rendered unable to fulfill any obligation by reason of a Force Majeure Event shall take reasonable actions necessary to promptly remove such inability. Nothing herein shall be construed as permitting that Party to continue to fail to perform after said cause has been removed. Neither Party shall be considered in breach or default of this Agreement if and to the extent that any failure or delay in the Party’s performance of one or more of its obligations hereunder is caused by a Force Majeure Event. Notwithstanding the foregoing, the occurrence and continuation of a Force Majeure Event shall not (a) suspend or excuse the obligation of a Party to make any payments due hereunder, (b) suspend or excuse the obligation of Seller to achieve the Guaranteed Construction Start Date or the Guaranteed Commercial Operation Date beyond the extensions provided in Exhibit B, or (c) limit Buyer’s right to declare an Event of Default pursuant to Section 11.1(b)(ii) or (iv) and receive a Damage Payment upon exercise of Buyer’s remedies pursuant to Section 11.2.

10.3 Notice. In the event of any delay or nonperformance resulting from a Force Majeure Event, the Party suffering the Force Majeure Event shall (a) promptly notify the other Party in writing of the nature, cause, estimated date of commencement thereof, and the anticipated extent of any delay or interruption in performance, and (b) promptly notify the other Party in writing of the cessation or termination of such Force Majeure Event, all as known or estimated in good faith by the affected Party; provided, however, that a Party’s failure to give timely Notice shall not affect such Party’s ability to assert that a Force Majeure Event has occurred unless the delay in giving Notice materially prejudices the other Party. The Parties acknowledge and agree that the extent and impact of COVID-19 on the Parties’ performance hereunder may not be immediately or readily AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 49 ascertainable, but that each Party shall promptly notify the other in accordance with this Section

10.3 once any impacts of COVID-19 result in any delay or nonperformance hereunder.

10.4 Termination Following Force Majeure Event. If a Force Majeure Event has occurred after the Commercial Operation Date that has caused either Party to be wholly or partially unable to perform its obligations hereunder, and the impacted Party has claimed and received relief from performance of its obligations for a consecutive twelve (12) month period, then the non-claiming Party may terminate this Agreement upon written Notice to the other Party; provided, however, that Seller shall be entitled to up to an additional six (6) additional months to remedy the Force Majeure Event if (a) Seller has been unable to remedy the Force Majeure Event within the original twelve (12) month period despite exercising diligent efforts and (b) Seller provides to Buyer prior to the expiration of the original twelve (12) month period (i) a detailed plan reasonably acceptable to an independent, professional engineer selected by Buyer, licensed in the State of California, that explains how Seller will restore the Facility, (ii) a certificate from a Licensed Professional Engineer attesting that the Facility could not reasonably have been restored to operational status within the original twelve (12) month period but is reasonably likely to be restored to operational status within the additional six (6) month period by Seller’s execution of the plan described in Section 10.4(b)(i), (iii) detailed monthly reports (due no later than the 15th day of each month) describing the progress of Seller’s efforts to remedy the Force Majeure Event during the prior month, and (iv) Seller continues to make reasonable progress in implementing the detailed plan provided to Buyer, or in otherwise resolving the Force Majeure Event. Upon any such termination, neither Party shall have any liability to the other Party, save and except for those obligations specified in Section 2.1(b), and Buyer shall promptly return to Seller any Performance Security then held by Buyer, less any amounts drawn in accordance with this Agreement.

ARTICLE 11
DEFAULTS; REMEDIES; TERMINATION

11.1 Events of Default. An “Event of Default” shall mean, (a) with respect to a Party (the “Defaulting Party”) that is subject to the Event of Default the occurrence of any of the following:
(i) the failure by such Party to make, when due, any payment required pursuant to this Agreement and such failure is not remedied within ten (10) Business Days after Notice thereof;
(ii) any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated, and such default is not remedied within thirty (30) days after Notice thereof (or such longer additional period, not to exceed an additional thirty (30) days, if the Defaulting Party is unable to remedy such default within such initial thirty (30) day period despite exercising commercially reasonable efforts); (iii) the failure by such Party to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default set forth in this Section 11.1; and except for (1) failure to achieve Deliverability Status by the RA Guarantee Date, the exclusive remedies for which are set forth in Section 3.8, (2) failures related AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 50 to the Adjusted Energy Production that do not trigger the provisions of Sections 11.1(b)(v),

11.1(b)(vii) and 11.1(b)(viii), the exclusive remedies for which are set forth in Section 4.7; and (3) failures related to the Monthly Storage Availability that do not trigger the provisions of Section

11.1(b)(vi), the exclusive remedies for which are set forth in Section 4.8) and such failure is not remedied within thirty (30) days after Notice thereof (or such longer additional period, not to exceed an additional sixty (60) days, if the Defaulting Party is unable to remedy such default within such initial thirty (30) day period despite exercising commercially reasonable efforts); (iv) such Party becomes Bankrupt;
(v) such Party assigns this Agreement or any of its rights hereunder other than in compliance with Article 14; or
(vi) such Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to assume all the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of Law or pursuant to an agreement reasonably satisfactory to the other Party. (b) with respect to Seller as the Defaulting Party, the occurrence of any of the following:
(i) if at any time, Seller delivers or attempts to deliver electric energy to the Delivery Point for sale under this Agreement that was not generated or discharged by the Facility;
(ii) the failure by Seller to achieve Commercial Operation of the Guaranteed Commercial Operation Date;
(iii) if not remedied within ten (10) days after Notice thereof, the failure by Seller to deliver a Remedial Action Plan required under Section 2.4; (iv) the failure by Seller to achieve the Construction Start Date of the Guaranteed Construction Start Date;
(v) if, in any consecutive six (6) month period, the Adjusted Energy Production amount (calculated in accordance with Exhibit G) for such period is not at least ten percent (10%) of the Expected Energy amount for such period based on the most recent Average Expected Energy Report provided by Seller, and Seller fails to either (x) demonstrate to Buyer’s reasonable satisfaction, within ten (10) Business Days after Notice from Buyer, a legitimate reason for the failure to meet the ten percent (10%) minimum, or (y) deliver to Buyer within ten (10) Business Days after Notice from Buyer a plan or report developed by Seller that describes the cause of the failure to meet the ten percent (10%) and the actions that Seller has taken, is taking, or proposes to take in an effort to cure such condition along with the written confirmation of a Licensed Professional Engineer that such plan or report is in accordance with Prudent Operating Practices and capable of cure within a reasonable period of time, not to exceed one-hundred eighty (180) days;
AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 51 (vi) if, in any two (2) consecutive Contract Years during the Delivery Term, the average Monthly Storage Availability is, in each Contract Year, (vii) if, beginning in the second Contract Year, the Adjusted Energy Production amount is not at least of the Expected Energy amount in any Contract Year;
(viii) if, in any two (2) consecutive Contract Years during the Delivery Term, the Adjusted Energy Production amount is not at least of the Expected Energy amount in each Contract Year;
(ix) if, Seller fails to maintain an average Efficiency Rate of at least over a rolling 18-month period;
(x) if, Seller fails to maintain a Storage Capacity equal to at least of the Storage Contract Capacity for more than three hundred sixty (360) days;
provided that, with respect to Sections 11.1(b)(v)-(x), there shall be no Event of Default by Seller if the reason that the Monthly Storage Availability, Adjusted Energy Production, Efficiency Rate or Storage Capacity was not at least equal to the percentages set forth in Sections

11.1(b)(v)-(x) is due to (x) major equipment failure that cannot be reasonably replaced and appropriately permitted within six (6) months, so long as such failure was not due to the negligence of Seller and Seller has taken reasonable actions necessary to cure such major equipment failure (including, but not limited to, placing an order for replacement equipment) or (y) a Force Majeure Event;
(xi) failure by Seller to satisfy the collateral requirements pursuant to Sections 8.7 or 8.8 after Notice and expiration of the cure periods set forth therein; (xii) with respect to any Guaranty provided for the benefit of Buyer, the failure by Seller to provide for the benefit of Buyer (1) cash, (2) a replacement Guaranty from a different Guarantor meeting the criteria set forth in the definition of Guarantor, or (3) a replacement Letter of Credit from an issuer meeting the criteria set forth in the definition of Letter of Credit, in each case, in the amount required hereunder within ten (10) Business Days after Seller receives Notice of the occurrence of any of the following events:
(A) if any representation or warranty made by the Guarantor in connection with this Agreement is false or misleading in any material respect when made or when deemed made or repeated, and such default is not remedied within thirty (30) days after Notice thereof; (B) the failure of the Guarantor to make any payment required or to perform any other material covenant or obligation in any Guaranty; AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 52 (C) the Guarantor becomes Bankrupt;
(D) the Guarantor shall fail to meet the criteria for an acceptable Guarantor as set forth in the definition of Guarantor;
(E) the failure of the Guaranty to be in full force and effect (other than in accordance with its terms) prior to the indefeasible satisfaction of all obligations of Seller hereunder; or
(F) the Guarantor shall repudiate, disaffirm, disclaim, or reject, in whole or in part, or challenge the validity of any Guaranty; or (xiii) with respect to any outstanding Letter of Credit provided for the benefit of Buyer that is not then required under this Agreement to be canceled or returned, the failure by Seller to provide for the benefit of Buyer (1) cash, (2) a substitute Letter of Credit from a different issuer meeting the criteria set forth in the definition of Letter of Credit, or (3) a replacement Guaranty from a Guarantor meeting the criteria set forth in the definition of Guarantor, in each case, in the amount required hereunder within fifteen (15) Business Days after Seller receives Notice of the occurrence of any of the following events:
(A) the issuer of the outstanding Letter of Credit shall fail to maintain a Credit Rating of at least A- by S&P or A3 by Moody’s; (B) the issuer of such Letter of Credit becomes Bankrupt; (C) the issuer of the outstanding Letter of Credit shall fail to comply with or perform its obligations under such Letter of Credit and such failure shall be continuing after the lapse of any applicable grace period permitted under such Letter of Credit;
(D) the issuer of the outstanding Letter of Credit shall fail to honor a properly documented request to draw on such Letter of Credit; (E) the issuer of the outstanding Letter of Credit shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such Letter of Credit;
(F) such Letter of Credit fails or ceases to be in full force and effect at any time; or
(G) Seller shall fail to renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit and as provided in accordance with this Agreement, and in no event less than forty-five (45) days prior to the expiration of the outstanding Letter of Credit.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 53 11.2 Remedies; Declaration of Early Termination Date. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (“Non-Defaulting Party”) shall have the following rights:
(a) to send Notice, designating a day, no earlier than the day such Notice is deemed to be received and no later than twenty (20) days after such Notice is deemed to be received, as an early termination date of this Agreement (“Early Termination Date”) that terminates this Agreement (the “Terminated Transaction”) and ends the Delivery Term effective as of the Early Termination Date;
(b) to accelerate all amounts owing between the Parties, and to collect as liquidated damages (i) the Damage Payment (in the case of an Event of Default by Seller occurring before the Commercial Operation Date, including an Event of Default under Section 11.1(b)(ii) or

11.1(b)(iv)) or (ii) the Termination Payment calculated in accordance with Section 11.3 below (in the case of any other Event of Default by either Party); (c) to withhold any payments due to the Defaulting Party under this Agreement; (d) to suspend performance; or
(e) to exercise any other right or remedy available at law or in equity, including specific performance or injunctive relief, except to the extent such remedies are expressly limited under this Agreement;
provided, that payment by the Defaulting Party of the Damage Payment or Termination Payment, as applicable, shall constitute liquidated damages and the Non-Defaulting Party’s sole and exclusive remedy for any Terminated Transaction and the Event of Default related thereto.

11.3 Termination Payment. The Termination Payment (“Termination Payment”) for a Terminated Transaction shall be the aggregate of all Settlement Amounts plus any or all other amounts due to the Non-Defaulting Party (as of the Early Termination Date) minus any and all other amounts due from the Non-Defaulting Party (as of the Early Termination Date) netted into a single amount. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for the Terminated Transaction as of the Early Termination Date. Third parties supplying information for purposes of the calculation of Gains or Losses may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information. The Settlement Amount shall not include consequential, incidental, punitive, exemplary, indirect or business interruption damages. Without prejudice to the Non-Defaulting Party’s duty to mitigate, the Non-Defaulting Party shall not have to enter into replacement transactions to establish a Settlement Amount. Each Party agrees and acknowledges that (a) the actual damages that the Non-Defaulting Party would incur in connection with a Terminated Transaction would be difficult or impossible to predict with certainty, (b) the Damage Payment or Termination Payment described in Section 11.2 or this Section 11.3 (as applicable) is a reasonable and appropriate approximation of such damages, and (c) the Damage Payment or Termination Payment described in Section 11.2 or this Section 11.3 (as applicable) is the exclusive remedy of the Non-Defaulting Party in connection with a Terminated Transaction but shall not otherwise act to limit any of the Non-Defaulting Party’s rights or remedies if the Non-Defaulting AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 54 Party does not elect a Terminated Transaction as its remedy for an Event of Default by the Defaulting Party.

11.4 Notice of Payment of Termination Payment. As soon as practicable after a Terminated Transaction, Notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Damage Payment or Termination Payment and whether the Termination Payment is due to or from the Non-Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation.

The Termination Payment shall be made to or from the Non-Defaulting Party, as applicable, within ten (10) Business Days after such Notice is effective.

11.5 Disputes with Respect to Termination Payment. If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment shall be determined in accordance with Article 15.

11.6 Rights and Remedies Are Cumulative. Except where an express and exclusive remedy or measure of damages is provided, the rights and remedies of a Party pursuant to this Article 11 shall be cumulative and in addition to the rights of the Parties otherwise provided in this Agreement.

ARTICLE 12
LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES.

12.1 No Consequential Damages. EXCEPT TO THE EXTENT PART OF AN

EXPRESS REMEDY OR MEASURE OF DAMAGES HEREIN, OR PART OF AN ARTICLE 16 INDEMNITY CLAIM, OR INCLUDED IN A LIQUIDATED DAMAGES

CALCULATION, OR ARISING FROM FRAUD OR INTENTIONAL

MISREPRESENTATION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ITS

INDEMNIFIED PERSONS FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, OR

CONSEQUENTIAL DAMAGES, OR LOSSES OR DAMAGES FOR LOST REVENUE OR

LOST PROFITS, WHETHER FORESEEABLE OR NOT, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 55 TO DIRECT DAMAGES ONLY. ON AND BEFORE THE SIXTH ANNIVERSARY OF THE

COMMERCIAL OPERATION DATE, THE VALUE OF ANY TAX BENEFITS, DETERMINED ON AN AFTER-TAX BASIS, LOST DUE TO BUYER’S DEFAULT (WHICH

SELLER HAS NOT BEEN ABLE TO MITIGATE AFTER USE OF REASONABLE EFFORTS)

AND AMOUNTS DUE IN CONNECTION WITH THE RECAPTURE OF ANY RENEWABLE ENERGY INCENTIVES, IF ANY, SHALL BE DEEMED TO BE DIRECT DAMAGES.

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

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

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

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

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

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

FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS AND EXCLUSIVE

REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR

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

TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, INCLUDING UNDER SECTIONS 3.8, 4.7, 4.8, 11.2 AND 11.3, AND AS

PROVIDED IN EXHIBIT B, EXHIBIT G, AND EXHIBIT P THE PARTIES ACKNOWLEDGE

THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT

OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT, AND THAT

THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE ANTICIPATED HARM OR LOSS. IT IS THE INTENT OF THE PARTIES THAT THE

LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES

BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING

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

THE PARTIES ACKNOWLEDGE AND AGREE THAT MONEY DAMAGES AND THE

EXPRESS REMEDIES PROVIDED FOR HEREIN ARE AN ADEQUATE REMEDY FOR THE

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

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

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 56 ARTICLE 13
REPRESENTATIONS AND WARRANTIES; AUTHORITY

13.1 Seller’s Representations and Warranties. As of the Original Effective Date, Seller represents and warrants as follows:
(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and is qualified to conduct business in the state of California and each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller. (b) Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. (c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. (d) This Agreement has been duly executed and delivered by Seller. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. (e) The Facility is located in the State of California. (f) Seller will be responsible for obtaining all permits necessary to construct and operate the Facility and Seller or an Affiliate will be the applicant on any CEQA documents. (g) Seller represents and warrants that it has not and will not knowingly utilize equipment or resources for the construction, operation or maintenance of the Facility that rely on work or services exacted from any person under the threat of a penalty and for which the person has not offered himself or herself voluntarily (“Forced Labor”). The Parties acknowledge that pursuant to the business advisory jointly issued by the U.S. Departments of State, Treasury, Commerce and Homeland Security on July 1, 2020, equipment or resources sourced from the Xinjiang region of China are presumed to involve Forced Labor.

13.2 Buyer’s Representations and Warranties. As of the Original Effective Date, Buyer represents and warrants as follows:

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 57 (a) Buyer is a joint powers authority and a validly existing community choice aggregator, duly organized, validly existing and in good standing under the laws of the State of California and the rules, regulations and orders of the California Public Utilities Commission, and is qualified to conduct business in each jurisdiction of the Joint Powers Agreement members. All Persons making up the governing body of Buyer are the elected or appointed incumbents in their positions and hold their positions in good standing in accordance with the Joint Powers Agreement and other Law.
(b) Buyer has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Buyer’s performance under this Agreement. The execution, delivery and performance of this Agreement by Buyer has been duly authorized by all necessary action on the part of Buyer and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Buyer or any other party to any other agreement with Buyer.
(c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Buyer with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Buyer, the documents of formation of Buyer or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Buyer is a party or by which any of its property is bound.
(d) This Agreement has been duly executed and delivered by Buyer. This Agreement is a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. (e) Buyer warrants and covenants that with respect to its contractual obligations under this Agreement, it will not claim and affirmatively waives immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (1) suit, (2) jurisdiction of court (provided that such court is located within a venue permitted in law and under the Agreement), (3) relief by way of injunction, order for specific performance or recovery of property, (4) attachment of assets, or (5) execution or enforcement of any judgment; provided, however that nothing in this Agreement shall waive the obligations or rights set forth in the California Tort Claims Act (Government Code Section 810 et seq.). (f) Buyer is a “local public entity” as defined in Section 900.4 of the Government Code of the State of California.

13.3 General Covenants. Each Party covenants that commencing on the Original Effective Date and continuing throughout the Contract Term:
(a) It shall continue to be duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and to be qualified to conduct business in AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 58 California and each jurisdiction where the failure to so qualify would have a material adverse effect on its business or financial condition;
(b) It shall maintain (or obtain from time to time as required) all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; and (c) It shall perform its obligations under this Agreement in compliance with all terms and conditions in its governing documents and in material compliance with any Law.

13.4 Prevailing Wage. Seller shall comply with all federal, state and local Laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, including, without limitation employment discrimination laws and prevailing wage laws. Seller, through its contractors, is required to enter into project labor agreements with participating unions of similar scope and requirements as set forth under the terms of that certain Letter Agreement between Buyer and IBEW Local 302, dated June 20, 2017, and attached project labor agreement (collectively, the “PLA”). The PLA applies to “Covered Work” (as defined therein) for solar photovoltaic and associated energy storage projects for which Buyer is the power supply offtaker. As a condition precedent to commencement of the Delivery Term, Seller must certify that it complied with the foregoing union labor requirements, and be able to demonstrate, upon request, compliance with this requirement via copies of executed PLAs or similar agreements, a certified payroll system and such other documentation reasonably requested by Buyer, including pursuant to an audit. In addition, Seller shall undertake the community benefit activities set forth in Exhibit R.

13.5 Diversity Reporting. Seller agrees to, or cause its contractors to, complete the Supplier Diversity and Labor Practices questionnaire attached as Exhibit S, or a similar questionnaire, at the reasonable request of Buyer and to comply with similar regular reporting requirements related to diversity and labor practices from time to time.

ARTICLE 14

ASSIGNMENT

14.1 General Prohibition on Assignments. Except as provided in this Article 14, neither Party may voluntarily assign this Agreement or its rights or obligations under this Agreement, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Except as provided in this Article 14, any Change of Control of Seller or direct or indirect change of control of Buyer (whether voluntary or by operation of law) will be deemed an assignment and will require the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any assignment made in violation of the conditions to assignment set out in this Article 14 shall be null and void. Seller shall be responsible for Buyer’s reasonable costs associated with the preparation, review, execution and delivery of documents in connection with any assignment of this Agreement, including without limitation reasonable attorneys’ fees.

14.2 Collateral Assignment. Subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 59 work with Seller and Lenders to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). Each Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and the applicable Lender, such agreement not to be unreasonably withheld. Buyer will not be subject to obligations under more than one Collateral Assignment Agreement at any time. Each Collateral Assignment Agreement must include, among others, the following provisions unless otherwise agreed to by Buyer, Seller and the applicable Lender:
(a) Buyer shall give notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement before exercising its right to terminate this Agreement as a result of such Event of Default; provided that such notice shall be provided to Lender at the time such notice is provided to Seller and any additional cure period of Lender agreed to in the Collateral Assignment Agreement shall not commence until Lender has received notice of such Event of Default;
(b) Lender will have the right to cure an Event of Default on behalf of Seller if Lender sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) five (5) Business Days after Lender’s receipt of notice of such Event of Default from Buyer, indicating Lender’s intention to cure. Lender must remedy or cure such Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement up to a maximum of ninety (90) days (or, in the event of a bankruptcy of Seller or any foreclosure or similar proceeding if required by Lender to cure any Event of Default, an additional reasonable period of time to complete such proceedings and effect such cure not to exceed one hundred eighty (180) days without the written consent of Buyer, which consent shall not be unreasonably withheld), provided that if Lender is prohibited by any court order or bankruptcy or insolvency proceedings from curing the Event of Default or from commencing or prosecuting foreclosure proceedings, the foregoing time periods shall be extended by the period of such prohibition;
(c) Following an Event of Default by Seller under this Agreement, Buyer may require Seller (or Lender, if Lender has provided the notice set forth in subsection (b) above) to provide to Buyer a report concerning:
(i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default;
(ii) Impediments to the cure plan or its development;
(iii) If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and
(iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan.

Seller or Lender must provide the report to Buyer within ten (10) Business Days after Notice from Buyer requesting the report. Buyer will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured; AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 60 (d) Lender will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; (e) Lender will receive prior notice of and the right to approve material amendments to this Agreement, which approval will not be unreasonably withheld, delayed or conditioned;
(f) If this Agreement is transferred to Lender pursuant to subsection (b) above, Lender must assume all of Seller’s obligations arising under this Agreement on and after the date of such assumption; provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the transfer date in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either:
(i) Cause such Event of Default to be cured (other than any Events of Default which relate to Seller’s bankruptcy or similar insolvency proceedings, to representations and warranties made by Seller or to Seller’s failure to perform obligations under other agreements, or which are otherwise personal to Seller), or
(ii) Not assume this Agreement.
(g) If Lender elects to transfer this Agreement, then Lender must cause the transferee to assume all of Seller’s obligations arising under this Agreement arising after the date of such assumption as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that meets the definition of Permitted Transferee; (h) Subject to Lender’s cure of any Events of Defaults under the Agreement in accordance with Section 14.2(f), if (i) this Agreement is rejected in Seller’s Bankruptcy or otherwise terminated in connection therewith Lender or its designee shall have the right to elect within ninety (90) days after such rejection or termination, to enter into a replacement agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, and, promptly after Lender’s written request, Buyer must enter into such replacement agreement with Lender or Lender’s designee, or (ii) if Lender or its designee, directly or indirectly, takes possession of, or title to, the Facility after any such rejection or termination of this Agreement, promptly after Buyer’s written request, Lender must itself or must cause its designee to promptly enter into a new agreement with Buyer having substantially the same terms as this Agreement for the remaining term thereof, provided that in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), if such designee is not an entity that meets the definition of Permitted Transferee then such designee shall be subject to the prior written approval of Buyer, such approval not to be unreasonably withheld; and
(i) The Parties shall negotiate any Collateral Assignment Agreement in good faith, including variations to the provisions set forth in this Section 14.2, and to the extent the Collateral Assignment Agreement executed by Buyer and Lender varies from such provisions, the terms of such Collateral Assignment Agreement shall be controlling. In addition, Buyer shall AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 61 cooperate with Seller or any Lender to execute or arrange for delivery of estoppels reasonably requested by Seller or Lender.

14.3 Permitted Assignment by Seller. Seller may, without the prior written consent of Buyer, transfer or assign this Agreement, including through a Change of Control, (x) to an Affiliate of Seller or (y)

14.4 Buyer Limited Assignment. Notwithstanding anything to the contrary, Buyer may make a limited assignment to an entity (“Limited Assignee”) that has or provides a parent guaranty, in form and substance reasonably acceptable to Seller, from an entity that has creditworthiness equal to or better than the creditworthiness of Buyer (measured as of the Original Effective Date) of Buyer’s right to receive Product (which shall not be for retail sale) and its obligation to make payments to Seller, which assignment shall be expressly subject to Limited Assignee’s timely payment of amounts due under this Agreement, at any time upon not less than thirty (30) days’ Notice by delivering a written request for such assignment, which request must include a proposed assignment agreement substantially in the form attached to this Agreement as Exhibit V, with the blanks in such form completed in Buyer’s sole discretion. Provided that Buyer AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 62 delivers a proposed assignment agreement complying with the previous sentence, Seller agrees to (i) comply with Limited Assignee’s reasonable requests for know-your-customer and similar account opening information and documentation with respect to Seller, including but not limited to information related to forecasted generation, credit rating, and compliance with anti-money laundering rules, the Dodd-Frank Act, the Commodity Exchange Act, the Patriot Act and similar rules, regulations, requirements and corresponding policies, and (ii) promptly execute such assignment agreement and implement such assignment as contemplated thereby, subject only to the countersignature of Limited Assignee and Buyer and Seller’s ability to make the representations and warranties contained therein. Limited Assignee and Buyer shall comply with all reasonable requests received by any Lender in connection with such limited assignment, including providing any requested acknowledgments in any Collateral Assignment Agreement.

ARTICLE 15

DISPUTE RESOLUTION

15.1 Governing Law. This Agreement and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of Law. To the extent enforceable at such time, each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement. [STC 17]. The Parties agree that any suit, action or other legal proceeding by or against any party (or its Affiliates or designees) with respect to or arising out of this Agreement shall be brought in the federal courts of the United States or the courts of the State of California sitting in San Francisco County, California.

15.2 Dispute Resolution. In the event of any dispute arising under this Agreement, within ten (10) days following the receipt of a written Notice from either Party identifying such dispute, the Parties shall meet, negotiate and attempt, in good faith, to resolve the dispute quickly, informally and inexpensively. If the Parties are unable to resolve a dispute arising hereunder within the earlier of either thirty (30) days of initiating such discussions, or within forty (40) days after Notice of the dispute, the Parties shall submit the dispute to mediation prior to seeking any and all remedies available to it at Law in or equity. The Parties will cooperate in selecting a qualified neutral mediator selected from a panel of neutrals and in scheduling the time and place of the mediation as soon as reasonably possible, but in no event later than thirty (30) days after the request for mediation is made. The Parties agree to participate in the mediation in good faith and to share the costs of the mediation, including the mediator’s fee, equally, but such shared costs shall not include each Party’s own attorneys’ fees and costs, which shall be borne solely by such Party. If AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 63 the mediation is unsuccessful, then either Party may seek any and all remedies available to it at law or in equity, subject to the limitations set forth in this Agreement.

ARTICLE 16

INDEMNIFICATION

16.1 Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party and its Affiliates, directors, officers, attorneys, employees, representatives and agents (collectively, the “Indemnified Party”) from and against all third-party claims, demands, losses, liabilities, penalties, and expenses (including reasonable attorneys’ fees and expert witness fees), howsoever described, to the extent arising out of, resulting from, or caused by (i) a violation of applicable Laws, (ii) negligent or tortious acts, errors, or omissions or (iii) intentional acts or willful misconduct in each case by or of the Indemnifying Party, its Affiliates, directors, officers, employees, or agents, excepting only such claims, demands, losses, liabilities, penalties and expenses to the extent solely caused by the willful misconduct or gross negligence of a member of the Indemnified Party (collectively, “Indemnifiable Losses”).

16.2 Claim Notice.
(a) Notice of Claim. Subject to the terms of this Agreement and upon obtaining knowledge of an Indemnifiable Loss for which it is entitled to indemnity under this Article 16, the Indemnified Party will promptly provide Notice to the Indemnifying Party in writing of any damage, claim, loss, liability or expense which Indemnified Party has determined has given or could give rise to an Indemnifiable Loss under Section 16.1 (“Claim”). The Notice is referred to as a “Notice of Claim.” A Notice of Claim will specify, in reasonable detail, the facts known to the Indemnified Party regarding the Indemnifiable Loss. (b) Failure to Provide Notice. A failure to give timely Notice or to include any specified information in any Notice as provided in this Section 16.2 will not affect the rights or obligations of any Party hereunder except and only to the extent that, as a result of such failure, any Party which was entitled to receive such Notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise materially damaged as a direct result of such failure and, provided further, the Indemnifying Party is not obligated to indemnify the Indemnified Party for the increased amount of any Indemnifiable Loss which would otherwise have been payable to the extent that the increase resulted from the failure to deliver timely a Notice of Claim.

16.3 Defense of Claims. If, within ten (10) days after giving a Notice of Claim regarding a Claim to the Indemnifying Party pursuant to Section 16.2(a), the Indemnified Party receives Notice from such Indemnifying Party that the Indemnifying Party has elected to assume the defense of such Claim, the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Claim within ten (10) days after receiving Notice from the Indemnified Party that the Indemnified Party believes the Indemnifying Party has failed to take such steps, or if the Indemnifying Party has not undertaken fully to indemnify the Indemnified Party in respect of all Indemnifiable Losses relating to the matter, the Indemnified Party may assume its own defense, AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 64 and the Indemnifying Party will be liable for all reasonable costs or expenses, including attorneys’ fees, paid or incurred in connection therewith. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Claim which would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder; provided, however, that the Indemnifying Party may accept any settlement without the consent of the Indemnified Party if such settlement provides a full release to the Indemnified Party and no requirement that the Indemnified Party acknowledge fault or culpability. If a firm offer is made to settle a Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder and the Indemnifying Party desires to accept and agrees to such offer, the Indemnifying Party will give Notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such Notice, the Indemnified Party may continue to contest or defend such Claim and, in such event, the maximum liability of the Indemnifying Party to such Claim will be the amount of such settlement offer, plus reasonable costs and expenses paid or incurred by the Indemnified Party up to the date of such Notice.

16.4 Rights and Remedies are Cumulative. Except for express remedies already provided in this Agreement, the rights and remedies of a Party pursuant to this Article 16 are cumulative and in addition to the rights of the Parties otherwise provided in this Agreement.

ARTICLE 17

INSURANCE

17.1 Insurance.
(a) General Liability. Seller shall maintain, or cause to be maintained at its sole expense, (i) commercial general liability insurance, including products and completed operations and personal injury insurance, in a minimum amount of Two Million Dollars ($2,000,000) per occurrence, and an annual aggregate of not less than Five Million Dollars ($5,000,000), specifically covering Seller’s obligations under this Agreement and including Buyer as an additional insured; and (ii) an umbrella insurance policy in a minimum limit of liability of Five Million Dollars ($5,000,000). Defense costs shall be provided as an additional benefit and not included within the limits of liability. Such insurance shall contain standard cross-liability and severability of interest provisions.
(b) Employer’s Liability Insurance. Employers’ Liability insurance shall not be less than One Million Dollars ($1,000,000) for injury or death occurring as a result of each accident. With regard to bodily injury by disease, the One Million Dollar ($1,000,000) policy limit will apply to each employee.
(c) Workers Compensation Insurance. Seller, if it has employees, shall also maintain at all times during the Contract Term workers’ compensation and employers’ liability insurance coverage in accordance with applicable requirements of California Law. (d) Business Auto Insurance. Seller shall maintain at all times during the Contract Term business auto insurance for bodily injury and property damage with limits of One AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 65 Million Dollars ($1,000,000) per occurrence. Such insurance shall cover liability arising out of Seller’s use of all owned (if any), non-owned and hired vehicles, including trailers or semi-trailers in the performance of the Agreement.
(e) Construction All-Risk Insurance. Seller shall maintain or cause to be maintained during the construction of the Generating Facility prior to the Commercial Operation Date, construction all-risk form property insurance covering the Facility during such construction periods, and naming the Seller (and Lender if any) as the loss payee. (f) Contractor’s Pollution Liability. Seller shall maintain or cause to be maintained during the construction of the Facility prior to the Commercial Operation Date, Pollution Legal Liability Insurance in the amount of Two Million Dollars ($2,000,000) per occurrence and in the aggregate, naming Seller (and Lender if any) as additional named insured. (g) Contractor Insurance. Seller shall require the contractor under its engineering, procurement, and construction contract for the Facility to carry (i) comprehensive general liability insurance with a combined single limit of coverage not less than One Million Dollars ($1,000,000); (ii) workers’ compensation insurance and employers’ liability coverage in accordance with applicable requirements of Law; and (iii) business auto insurance for bodily injury and property damage with limits of One Million Dollars ($1,000,000) per occurrence. The contractor shall name Seller as an additional insured to insurance carried pursuant to clauses (g)(i) and (g)(iii). The contractor shall provide a primary endorsement and a waiver of subrogation to Seller for the required coverage pursuant to this Section 17.1(g). (h) Evidence of Insurance. Within thirty (30) days after execution of the Agreement and upon annual renewal thereafter, Seller shall deliver to Buyer certificates of insurance evidencing such coverage. These certificates shall specify that Buyer shall be given at least ten (10) days prior Notice by Seller in the event of any material modification, cancellation or termination of coverage. Such insurance shall be primary coverage without right of contribution from any insurance of Buyer.

ARTICLE 18

CONFIDENTIAL INFORMATION

18.1 Definition of Confidential Information. “Confidential Information” means information, whether oral or written, that is delivered by Seller to Buyer or by Buyer to Seller, including (a) pricing and other commercially-sensitive or proprietary information provided to Buyer in connection with the terms and conditions of, and proposals and negotiations related to, this Agreement, and (b) information that either Seller or Buyer stamps or otherwise identifies as “confidential” or “proprietary” before disclosing it to the other. Confidential Information does not include (i) information that was publicly available at the time of the disclosure, other than as a result of a disclosure in breach of this Agreement; (ii) information that becomes publicly available through no fault of the recipient after the time of the delivery; (iii) information that was rightfully in the possession of the recipient (without confidential or proprietary restriction) at the time of delivery or that becomes available to the recipient from a source not subject to any restriction against disclosing such information to the recipient; and (iv) information that the recipient independently developed without a violation of this Agreement. Notwithstanding the foregoing, AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 66 the Parties acknowledge and agree that Buyer intends to make publicly available a version of this Agreement with certain commercially sensitive provisions removed or redacted. The Parties agree to work in good faith to agree on the scope of such redactions and Buyer’s public disclosure of this Agreement, redacted as agreed between the Parties, shall be in accordance with the requirements of Law and this Article 18.

18.2 Duty to Maintain Confidentiality. Confidential Information will retain its character as Confidential Information but may be disclosed by the recipient (the “Receiving Party”) if and to the extent such disclosure is required (a) to be made by any requirements of Law, (b) pursuant to an order of a court or (c) in order to enforce this Agreement. If the Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, summons, civil investigative demands, or similar processes or otherwise in connection with any litigation or to comply with any applicable Law, order, regulation, ruling, regulatory request, accounting disclosure rule or standard or any exchange, control area or independent system operator request or rule) to disclose any Confidential Information of the disclosing Party (the “Disclosing Party”), Receiving Party shall provide Disclosing Party with prompt notice so that Disclosing Party, at its sole expense, may seek an appropriate protective order or other appropriate remedy. If the Disclosing Party takes no such action after receiving the foregoing notice from the Receiving Party, the Receiving Party is not required to defend against such request and shall be permitted to disclose such Confidential Information of the Disclosing Party, with no liability for any damages that arise from such disclosure. Each Party hereto acknowledges and agrees that information and documentation provided in connection with this Agreement may be subject to the California Public Records Act (Government Code Section 6250 et seq.). The provisions of this Article 18 shall survive and shall continue to be binding upon the Parties for period of one (1) year following the date of termination of this Agreement.

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

18.4 Disclosure to Lenders, Etc. Notwithstanding anything to the contrary in this Article 18, Confidential Information may be disclosed by Seller to any actual or potential Lender or investor or any of its Affiliates, and Seller’s actual or potential agents, consultants, contractors, or trustees, or by Buyer to any actual or potential Limited Assignee, so long as the Person to whom Confidential Information is disclosed either is bound by similarly restrictive confidentiality obligations as those contained in this Agreement, or agrees in writing to be bound by the confidentiality provisions of this Article 18 to the same extent as if it were a Party.

18.5 Press Releases. Neither Party shall issue (or cause its Affiliates to issue) a press release regarding the transactions contemplated by this Agreement unless both Parties have consented upon the contents of any such public statement. A Party’s consent shall not be AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 67 unreasonably withheld, conditioned or delayed.

ARTICLE 19

MISCELLANEOUS

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

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

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

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

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

19.6 Mobile-Sierra. Notwithstanding any other provision of this Agreement, neither Party shall seek, nor shall they support any third party seeking, to prospectively or retroactively revise the rates, terms or conditions of service of this Agreement through application or complaint to FERC pursuant to the provisions of Section 205, 206 or 306 of the Federal Power Act, or any other provisions of the Federal Power Act, absent prior written agreement of the Parties. Further, AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC 68 absent the prior written agreement in writing by both Parties, the standard of review for changes to the rates, terms or conditions of service of this Agreement proposed by a Party shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956), and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956). Changes proposed by a non-Party or FERC acting sua sponte shall be subject to the most stringent standard permissible under applicable Law.

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

19.8 Electronic Delivery. This Agreement may be duly executed and delivered by a Party by execution and electronic format (including portable document format (.pdf)) delivery of the signature page of a counterpart to the other Party, and, if delivery is made by electronic format, the executing Party shall promptly deliver, via overnight delivery, a complete original counterpart that it has executed to the other Party, but this Agreement shall be binding on and enforceable against the executing Party whether or not it delivers such original counterpart.

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

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

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

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

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.

GOLDEN FIELDS SOLAR IV, LLC,
a Delaware limited liability company
By:

Name:

Title:

MARIN CLEAN ENERGY, a California
joint powers authority
By:

Name:

Title:

Approved as to form:

By:

Name:

Title:

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit A - 1

EXHIBIT A

FACILITY DESCRIPTION
Site Name: Rosamond South Project
Site includes all or some of the following APNs: See attached Schedule 1. This Agreement is specific to the Site and Seller may change the location of the Site only upon Buyer’s prior written consent, which consent is in Buyer’s sole discretion. Seller shall maintain Site Control throughout the Contract Term and shall provide Buyer with prompt Notice of any change in the status of Seller’s Site Control.

County: Kern County
CEQA Lead Agency: Kern County
Type of Generating Facility: Solar photovoltaic electricity generating facility Type of Storage Facility: A lithium-ion battery energy storage system which is capable of receiving Charging Energy from the Generating Facility and in the form of grid energy; provided, that the Storage Facility shall not receive Charging Energy from any source other than the Generating Facility without the prior written agreement of both Parties, which will not be unreasonably withheld, conditioned or delayed.

Guaranteed Capacity: See definition in Section 1.1.

Storage Contract Capacity: See definition in Section 1.1.

Maximum Facility Output: 100 MW
Maximum Charging Capacity: 92 MW
Maximum Discharging Capacity: 92 MW
Maximum Storage Level: 368 MWh
Operating Restrictions of Storage Facility: See Exhibit Q Interconnection Point: SCE Whirlwind 230 kV
Delivery Point: the Facility Pnode on the CAISO Grid.

PNode: The PNode designated by CAISO for each of the Generating Facility and Storage Facility at the Whirlwind 230 kV substation.

Participating Transmission Owner: Southern California Edison AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit A - 2
Schedule 1
List of APNs
AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC

Exhibit B - 1

EXHIBIT B

FACILITY CONSTRUCTION AND COMMERCIAL OPERATION

1. Construction of the Facility.
a. “Construction Start” will occur upon satisfaction of the following: (i) Seller has acquired the applicable regulatory authorizations, approvals and permits required for the commencement of construction of the Facility, (ii) Seller has engaged all contractors and ordered all essential equipment and supplies as, in each case, can reasonably be considered necessary so that physical construction of the Facility may begin and proceed to completion without foreseeable interruption of material duration, and (iii) Seller has executed an engineering, procurement, and construction contract and issued thereunder a full notice to proceed that authorizes the contractor to mobilize to Site and begin physical construction of the Facility at the Site. The date of Construction Start will be evidenced by and subject to Seller’s delivery to Buyer of a certificate substantially in the form attached as Exhibit J hereto, and the date certified therein shall be the “Construction Start Date.” The Seller shall use commercially reasonable efforts to cause Construction Start to occur no later than the Guaranteed Construction Start Date. b. If Construction Start is not achieved by the Guaranteed Construction Start Date, Seller shall pay Construction Delay Damages to Buyer for each day for which Construction Start has not begun after the Guaranteed Construction Start Date.

Construction Delay Damages shall be payable to Buyer by Seller until Seller reaches Construction Start of the Facility. Buyer shall invoice Seller for Construction Delay Damages, if any, accrued during the prior month and, within ten (10) Business Days following Seller’s receipt of such invoice, Seller shall pay Buyer the amount of the Construction Delay Damages set forth in such invoice.

Construction Delay Damages shall be refundable to Seller pursuant to Section 2 b. of this Exhibit B. The Parties agree that Buyer’s receipt of Construction Delay Damages shall be Buyer’s sole and exclusive remedy for Seller’s unexcused delay in achieving the Construction Start Date on or before the Guaranteed Construction Start Date, but shall (x) not be construed as Buyer’s declaration that an Event of Default has occurred under any provision of Section 11.1 and (y) not limit Buyer’s right to declare an Event of Default pursuant to Section 11.1(b)(ii) or 11.1(b)(iv) and receive a Damage Payment upon exercise of Buyer’s default right pursuant to Section 11.2.

2. Commercial Operation of the Facility. “Commercial Operation” means the condition existing when (i) Seller has fulfilled all of the conditions precedent in Section 2.2 of the Agreement and provided Notice from a Licensed Professional Engineer to Buyer substantially in the form of Exhibit H (the “COD Certificate”) and (ii) Seller has notified Buyer in writing that it has provided the required documentation to Buyer and met the conditions for achieving Commercial Operation. The “Commercial Operation Date” shall be the later of (x) ,
or (y) the date on which Commercial Operation is achieved.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit B - 2
a. Seller shall use commercially reasonable efforts to cause Commercial Operation for the Facility to occur by the Guaranteed Commercial Operation Date. Seller shall notify Buyer that it intends to achieve Commercial Operation at least

b. If Seller achieves Commercial Operation for the Facility by the Guaranteed Commercial Operation Date, all Construction Delay Damages paid by Seller shall be refunded to Seller. Seller shall include a request for refund of such Construction Delay Damages with the first invoice to Buyer after Commercial Operation. c. If Seller does not achieve Commercial Operation by the Guaranteed Commercial Operation Date, Seller shall pay Commercial Operation Delay Damages to Buyer for each day after the Guaranteed Commercial Operation Date until the Commercial Operation Date.
but shall (x) not be
construed as Buyer’s declaration that an Event of Default has occurred under any provision of Section 11.1 and (y) not limit Buyer’s right to receive a Damage Payment upon exercise of Buyer’s remedies pursuant to Section 11.2.

3. Termination for Failure to Achieve Commercial Operation. If the Facility has not achieved Commercial Operation after the Guaranteed Commercial Operation Date, Buyer may elect to terminate this Agreement in accordance with Sections 11.1(b)(ii) and 11.2.

4. Extension of the Guaranteed Dates. The Guaranteed Construction Start Date and the Guaranteed Commercial Operation Date shall, subject to notice and documentation requirements set forth below, be automatically extended on a day-for-day basis (the “Development Cure Period”) for the duration of any and all delays arising out of the following circumstances:
a. a Force Majeure Event occurs, including a Force Majeure Event that delays Seller from acquiring all material permits, consents, licenses, approvals or authorizations from any Governmental Authority required for Seller to own, construction, interconnect, operate or maintain the Facility; or
b.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit B - 3
Notwithstanding anything in this Agreement to the contrary, the cumulative extensions granted under Section 4(a) and 4(b) of this Exhibit B under the Development Cure Period shall not exceed , for any reason, including a Force Majeure Event. Notwithstanding the foregoing, no extension under the Development Cure Period shall be given if (i) the delay was the result of Seller’s failure to take all commercially reasonable actions to meet its requirements and deadlines, (ii) Seller failed to provide requested documentation as provided below, or (iii) Seller failed to provide written notice to Buyer as required in the next sentence. Seller shall provide prompt written notice to Buyer of a delay, but in no case more than after Seller became aware of an actual delay affecting the Facility, except that in the case of a delay occurring within of the Expected Commercial Operation Date, or after such date, Seller must provide written notice within seven (7) Business Days of Seller becoming aware of such delay. As used in the preceding sentence, “actual delay” does not include Seller’s receipt of generic notices of potential delays. Upon request from Buyer, Seller shall promptly provide documentation demonstrating to Buyer’s reasonable satisfaction that the delays described above did not result from Seller’s actions or failure to take reasonable actions.

5. Failure to Reach Guaranteed Capacity or Storage Contract Capacity. a. Guaranteed Capacity. If, at Commercial Operation, the Installed PV Capacity is less than one hundred percent (100%) of the Guaranteed Capacity, Seller shall have after the Commercial Operation Date to install
additional capacity or Network Upgrades such that the Installed PV Capacity is equal to (but not greater than) the Guaranteed Capacity, and Seller shall provide to Buyer a new certificate substantially in the form attached as Exhibit I-1 hereto specifying the new Installed PV Capacity. If Seller fails to construct the Guaranteed Capacity by such date, Seller shall pay “Capacity Damages” to Buyer, in an amount equal to for each MW
that the Guaranteed Capacity exceeds the Installed PV Capacity, and the Guaranteed Capacity and other applicable portions of the Agreement shall be adjusted accordingly.
b. Storage Contract Capacity. If, at Commercial Operation, the Installed Battery Capacity is less than one hundred percent (100%) of the Storage Contract Capacity, Seller shall have after the Commercial Operation
Date to install additional capacity or Network Upgrades such that the Installed Battery Capacity is equal to (but not greater than) one hundred percent (100%) of the Storage Contract Capacity, and Seller shall provide to Buyer a new certificate substantially in the form attached as Exhibit I-2 hereto specifying the new Installed Battery Capacity. If Seller fails to construct the Storage Contract Capacity by such date, Seller shall pay Capacity Damages to Buyer, in an amount equal to for each MW that the Storage Contract
Capacity exceeds the Installed Battery Capacity, and the Storage Contract Capacity and other applicable portions of the Agreement shall be adjusted accordingly.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC

Exhibit C - 1

EXHIBIT C

COMPENSATION
Buyer shall compensate Seller for the Product in accordance with this Exhibit C. (a) Renewable Rate. Buyer shall pay Seller the Renewable Rate for each MWh of Generating Facility Energy plus the amount of Deemed Delivered Energy above the Curtailment Cap, if any, up to .
(b) Excess Contract Year Deliveries Over If, at any point in any Contract Year, the amount of Generating Facility Energy plus the amount of Deemed Delivered Energy above the Curtailment Cap exceeds of the Expected Energy for such Contract Year, the price to be paid for additional Generating Facility Energy or Deemed Delivered Energy shall be equal to the lesser of (a)
(c) Excess Settlement Interval Deliveries. If during any Settlement Interval, Seller delivers Product amounts, as measured by the amount of Facility Energy, in excess of the product of the Guaranteed Capacity and the duration of the Settlement Interval, expressed in hours (“Excess MWh”), then the price applicable to all such Excess MWh in such Settlement Interval shall be Zero Dollars ($0), and if there is a Negative LMP during such Settlement Interval, Seller shall pay to Buyer an amount equal to the absolute value of the Negative LMP times such Excess MWh.
(d) Curtailment Payments. Seller shall receive no compensation from Buyer for (i) Generating Facility Energy or Deemed Delivered Energy during any Curtailment Period and (ii) Deemed Delivered Energy in amounts below the Curtailment Cap. Buyer shall pay for Deemed Delivered Energy above the Curtailment Cap in accordance with paragraphs (a) and (b) of this Exhibit C.
(e) Storage Rate. All Storage Product shall be paid on a monthly basis in an amount equal to (i)
AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit C - 2
(f) Liquidated Damages for Failure to Achieve Guaranteed Efficiency Rate. If during any month during the Delivery Term, the Efficiency Rate applicable to such month is less than the Guaranteed Efficiency Rate but greater than the Minimum Efficiency Rate, Seller shall owe liquidated damages to Buyer, which damages shall be calculated by (g) Test Energy. Test Energy is compensated in accordance with Section 3.6. (h) Tax Credits. The Parties agree that neither the Renewable Rate, the Storage Rate nor the Test Energy Rate are subject to adjustment or amendment if Seller fails to receive any Tax Credits, or if any Tax Credits expire, are repealed or otherwise cease to apply to Seller or the Facility in whole or in part, or Seller or its investors are unable to benefit from any Tax Credits.

Except as provided in Section 12.1, Seller shall bear all risks, financial and otherwise, throughout the Contract Term, associated with Seller’s or the Facility’s eligibility to receive Tax Credits or to qualify for accelerated depreciation for Seller’s accounting, reporting or Tax purposes. The obligations of the Parties hereunder, including those obligations set forth herein regarding the purchase and price for and Seller’s obligation to deliver Facility Energy and Product, shall be effective regardless of whether the sale of Facility Energy is eligible for, or receives Tax Credits during the Contract Term. As of the Effective Date, Seller assumes the Facility qualifies for an ITC at an “energy percentage” of To the extent the Facility qualifies for an ITC at an “energy percentage” of greater than Seller shall use commercially reasonable efforts to monetize such increased amount and, if successful, shall attribute of the net impact to the development margin realized by Seller's parent company to Buyer (provided further that Seller shall not be obligated to refinance the Project in order to obtain such benefit). Seller shall provide Buyer with reasonably detailed written documentation of how such amounts were calculated and provide an officer’s certificate attesting to the accuracy of the amounts presented. To the extent Seller is successful in monetizing such excess amount, the Parties shall work in good faith to amend this Agreement or enter into such other agreements to effectuate the foregoing.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit D - 1

EXHIBIT D

SCHEDULING COORDINATOR RESPONSIBILITIES
(a) Buyer as Scheduling Coordinator for the Facility. Upon Initial Synchronization of the Facility to the CAISO Grid, Buyer (or its designated qualified third party) shall be the Scheduling Coordinator and provide Scheduling Coordinator services with the CAISO for the Facility for both the delivery and the receipt of Test Energy and the Product at the Delivery Point.

At least thirty (30) days prior to the Initial Synchronization of the Facility to the CAISO Grid, (i) Seller shall take all actions and execute and deliver to Buyer and the CAISO all documents necessary to authorize or designate Buyer (or Buyer’s designee) as the Scheduling Coordinator for the Facility effective as of the Initial Synchronization of the Facility to the CAISO Grid, and (ii) Buyer shall, and shall cause its designee to, take all actions and execute and deliver to Seller and the CAISO all documents necessary to authorize or designate Buyer or its designee as the Scheduling Coordinator for the Facility effective as of the Initial Synchronization of the Facility to the CAISO Grid. On and after Initial Synchronization of the Facility to the CAISO Grid, Seller shall not authorize or designate any other party to act as the Facility’s Scheduling Coordinator, nor shall Seller perform for its own benefit the duties of Scheduling Coordinator, and Seller shall not revoke Buyer’s authorization to act as the Facility’s Scheduling Coordinator unless agreed to by Buyer. Buyer (as the Facility’s SC) shall submit Schedules to the CAISO in accordance with this Agreement and the applicable CAISO Tariff, protocols and Scheduling practices for Product on a day-ahead, hour-ahead, fifteen-minute market or real time basis, as determined by Buyer. Buyer shall cause its Scheduling Coordinator to reasonably cooperate with Seller during the testing and commissioning of the Facility prior to the Commercial Operation Date. (b) Notices. Buyer (as the Facility’s SC) shall provide Seller with access to a web-based system through which Seller shall submit to Buyer (as the Facility’s SC) and the CAISO all notices and updates required under the CAISO Tariff regarding the Facility’s status, including, but not limited to, all outage requests, forced outages, forced outage reports, clearance requests, or must offer waiver forms. Seller will cooperate with Buyer to provide such notices and updates. If the web-based system is not available, Seller shall promptly submit such information to the personnel designated to receive such information for Buyer (as the Facility’s SC) and the CAISO (i) telephonically for real-time outages (i.e., outages that occur after the CAISO Day-Ahead Market has closed for the operating day) and (ii) by electronic mail for all other outages, notices and updates.
(c) CAISO Costs and Revenues. Except as otherwise set forth below, Buyer (as Scheduling Coordinator for the Facility) shall be responsible for CAISO costs (including penalties, Imbalance Energy costs, and other charges) and shall be entitled to all CAISO revenues (including credits, Imbalance Energy revenues, and other payments), including revenues associated with CAISO dispatches, bid cost recovery, Inter-SC Trade credits, or other credits in respect of the Product Scheduled or delivered from the Facility. Seller shall be responsible for all CAISO penalties imposed on Buyer resulting from any failure by Seller to abide by the CAISO Tariff requirements imposed on it as Facility owner (but not in connection with obligations of Buyer hereunder) or the outage notification requirements set forth in this Agreement (except to the extent such non-compliance is caused by Buyer’s failure to perform its duties as Scheduling Coordinator for the Facility). The Parties agree that any Availability Incentive Payments (as defined in the AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit D - 2
CAISO Tariff) are for the benefit of the Seller and for Seller’s account and that any Non-Availability Charges (as defined in the CAISO Tariff) are the responsibility of the Seller and for Seller’s account except to the extent such Non-Availability Charges are caused by Buyer’s (as Scheduling Coordinator) failure to perform its must-offer requirements under Section 40.6 of the CAISO Tariff or caused by Buyer’s other actions (as Scheduling Coordinator) in which case such Non-Availability Charges shall be the responsibility of Buyer and for Buyer’s account. In addition, if during the Delivery Term, the CAISO implements or has implemented any sanction or penalty related to scheduling requirements imposed on it as Facility owner (but not in connection with obligations of Buyer hereunder), outage reporting, or generator operation, and any such sanctions or penalties are imposed upon the Facility or to Buyer as Scheduling Coordinator due to failure by Seller to abide by the CAISO Tariff or the outage notification requirements set forth in this Agreement, the cost of the sanctions or penalties shall be the Seller’s responsibility. (d) CAISO Settlements. Buyer (as the Facility’s SC) shall be responsible for all settlement functions with the CAISO related to the Facility. Buyer shall render a separate invoice to Seller for any CAISO payments, charges or penalties (“CAISO Charges Invoice”) for which Seller is responsible under this Agreement. CAISO Charges Invoices shall be rendered after settlement information becomes available from the CAISO that identifies any CAISO charges.

Notwithstanding the foregoing, Seller acknowledges that the CAISO will issue additional invoices reflecting CAISO adjustments to such CAISO charges. Buyer will review, validate, and if requested by Seller under paragraph (e) below, dispute any charges that are the responsibility of Seller in a timely manner and consistent with Buyer’s existing settlement processes for charges that are Buyer’s responsibilities. Subject to Seller’s right to dispute and to have Buyer pursue the dispute of any such invoices, Seller shall pay the amount of CAISO Charges Invoices within ten (10) Business Days of Seller’s receipt of the CAISO Charges Invoice. If Seller fails to pay such CAISO Charges Invoice within that period, Buyer may net or offset any amounts owing to it for these CAISO Charges Invoices against any future amounts it may owe to Seller under this Agreement. The obligations under this Section with respect to payment of CAISO Charges Invoices shall survive the expiration or termination of this Agreement. (e) Dispute Costs. Buyer (as the Facility’s SC) may be required to dispute CAISO settlements in respect of the Facility. Buyer agrees to pay costs and expenses (including reasonable attorneys’ fees) associated with its involvement with such CAISO disputes, except to the extent they relate to CAISO charges payable by Seller under this Agreement with respect to the Facility. (f) Terminating Buyer’s Designation as Scheduling Coordinator. At least thirty (30) days prior to expiration of this Agreement or as soon as reasonably practicable upon an earlier termination of this Agreement, the Parties will take all actions necessary to terminate the designation of Buyer as Scheduling Coordinator for the Facility as of 11:59 p.m. on such expiration date.
(g) Master Data File and Resource Data Template. Seller shall provide the data to the CAISO (and to Buyer) that is required for the CAISO’s Master Data File and Resource Data Template (or successor data systems) for the Facility consistent with this Agreement. Neither Party shall change such data without the other Party’s prior written consent. (h) NERC Reliability Standards. Buyer (as Scheduling Coordinator) shall cooperate AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit D - 3
reasonably with Seller to the extent necessary to enable Seller to comply, and for Seller to demonstrate Seller’s compliance with, NERC reliability standards. This cooperation shall include the provision of information in Buyer’s possession that Buyer (as Scheduling Coordinator) has provided to the CAISO related to the Facility or actions taken by Buyer (as Scheduling Coordinator) related to Seller’s compliance with NERC reliability standards.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit E - 1

EXHIBIT E

PROGRESS REPORTING FORM
Each Progress Report must include the following items:

1. Executive Summary.

2. Facility description.

3. Site plan of the Facility.

4. Description of any material planned changes to the Facility or the Site.

5. Gantt chart schedule showing progress on achieving each of the Milestones.

6. Summary of activities during the previous calendar quarter or month, as applicable, including any OSHA labor hour reports.

7. Forecast of activities scheduled for the current calendar quarter.

8. Written description about the progress relative to Seller’s Milestones, including whether Seller has met or is on target to meet the Milestones.

9. List of issues that are likely to potentially affect Seller’s Milestones.

10. A status report of start-up activities including a forecast of activities ongoing and after start-up, a report on Facility performance including performance projections for the next twelve (12) months.

11. Prevailing wage reports as required by Law.

12. Progress and schedule of all major agreements, contracts, permits, approvals, technical studies, financing agreements and major equipment purchase orders showing the start dates, completion dates, and completion percentages.

13. Pictures, in sufficient quantity and of appropriate detail, in order to document construction and startup progress of the Facility, the interconnection into the Transmission System and all other interconnection utility services.

14. Any other documentation reasonably requested by Buyer.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit F-1 - 1
EXHIBIT F-1

FORM OF AVERAGE EXPECTED ENERGY REPORT
Average Expected Energy (in MWh)
1:00 2:00 3:00 4:00 5:00 6:00 7:00 8:00 9:00 10:00 11:00 12:00 13:00 14:00 15:00 16:00 17:00 18:00 19:00 20:00 21:00 22:00 23:00 24:00 JAN
FEB
MAR
APR
MAY
JUN
JUL
AUG
SEP
OCT
NOV
DEC
The foregoing table is provided for informational purposes only, and it shall not constitute, or be deemed to constitute, an obligation of any of the Parties to this Agreement.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit F-2 - 1
EXHIBIT F-2

FORM OF MONTHLY DELIVERY FORECAST
Day
HE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit G - 1

EXHIBIT G

GUARANTEED ENERGY PRODUCTION DAMAGES CALCULATION
In accordance with Section 4.7, if Seller fails to achieve the Guaranteed Energy Production during any Performance Measurement Period, a liquidated damages payment shall be due from Seller to Buyer, calculated as follows:
[(A – B) * (C – D)]
where:

A = the Guaranteed Energy Production amount for the Performance Measurement Period, in MWh
B = the Adjusted Energy Production amount for the Performance Measurement Period, in MWh
C = Replacement price for the Contract Year, in $/MWh, which is the sum of (a) the weighted average of the Integrated Forward Market hourly price for all the Reference Hours in the Performance Measurement Period, as published by the CAISO, for the Existing Zone Generation Trading Hub (as defined in the CAISO Tariff) for the Delivery Point weighted by hourly and monthly volumes in the most recently delivered Average Expected Energy Report, plus (b) the lesser of (x) $50.00/MWh and (y) the market value of Replacement Green Attributes, as reasonably determined by Buyer.

D = the Renewable Rate
“Adjusted Energy Production” shall mean the sum of the following: Generating Facility Energy + Deemed Delivered Energy + Lost Output.
“Lost Output” has the meaning given in Section 4.7 of the Agreement. “Reference Hour” means any hour from hour-ending 0700 to hour-ending 2200 (i.e., 7:00 AM to 9:59 PM) on Monday through Sunday, Pacific Prevailing Time, excluding North American Electric Reliability Council (NERC) holidays.
“Replacement Green Attributes” means Renewable Energy Credits of the same Portfolio Content Category (i.e., PCC1) as the Green Attributes portion of the Product and of the same timeframe for retirement as the Renewable Energy Credits that would have been generated by the Generating Facility during the Performance Measurement Period for which the Replacement Green Attributes are being provided.

No payment shall be due if the calculation of (A - B) or (C - D) yields a negative number.

Buyer will send Seller Notice of the amount of damages owing, if any, which amount shall be payable to Buyer within thirty (30) days from the date of such Notice.

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit H - 1

EXHIBIT H

FORM OF COMMERCIAL OPERATION DATE CERTIFICATE
This certification (“Certification”) of Commercial Operation is delivered by [licensed professional engineer] (“Engineer”) to Marin Clean Energy, a California joint powers authority (“Buyer”) in accordance with the terms of that certain Amended and Restated Renewable Power Purchase Agreement dated ___________ (“Agreement”) by and between Golden Fields Solar IV, LLC, a Delaware limited liability company, and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

As of [Date], Engineer hereby certifies and represents to Buyer the following:

1. The Generating Facility is fully operational, reliable and interconnected, fully integrated and synchronized with the Transmission System.

2. Seller has installed equipment for the Generating Facility with a nameplate capacity of no less than of the Guaranteed Capacity.

3. Seller has installed equipment for the Storage Facility with a nameplate capacity of no less than of the Storage Contract Capacity.

4. Seller has commissioned all equipment in accordance with its respective manufacturer’s specifications.

5. The Generating Facility’s testing included a performance test demonstrating peak electrical output of no less than of the Guaranteed Capacity for the Generating Facility at the Delivery Point, as adjusted for ambient conditions on the date of the Facility testing, and such peak electrical output, as adjusted, was [peak output in MW].

6. The Storage Facility is fully capable of charging, storing and discharging energy up to no less than of the Storage Contract Capacity and receiving instructions to charge, store and discharge energy, all within the operational constraints and subject to the applicable Operating Restrictions.

7. The Facility is designed to be capable of delivering every day, year-round at least MWh of energy per every MW of claimed incremental capacity during the 5 p.m. to 10 p.m. period (the beginning of hour ending 1800 and the end of hour ending 2200), Pacific Time, provided that the daily plane-of-array irradiance is at least .

8. Authorization to parallel the Facility was obtained by the Participating Transmission Owner, [Name of Participating Transmission Owner as appropriate] on [Date].

9. If applicable, the Participating Transmission Owner has provided documentation supporting full unrestricted release for Commercial Operation by [Name of Participating Transmission Owner as appropriate] on [Date].

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit H - 2

10. The CAISO has provided notification supporting Commercial Operation, in accordance with the CAISO Tariff on [Date].

EXECUTED by [LICENSED PROFESSIONAL ENGINEER]
this ________ day of _____________, 20__.
[LICENSED PROFESSIONAL ENGINEER]
By:

Printed Name:

Title:

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit I-1 - 1
EXHIBIT I-1

FORM OF INSTALLED PV CAPACITY CERTIFICATE
This certification (“Certification”) of Installed PV Capacity is delivered by [LICENSED PROFESSIONAL ENGINEER] (“Engineer”) to Marin Clean Energy, a California joint powers authority (“Buyer”) in accordance with the terms of that certain Amended and Restated Renewable Power Purchase Agreement dated [DATE] (“Agreement”) by and between Golden Fields Solar IV, LLC, a Delaware limited liability company, and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

I hereby certify the performance test for the Generating Facility demonstrated peak electrical output of __ MW AC at the Delivery Point, as adjusted for ambient conditions on the date of the performance test (“Installed PV Capacity”).

EXECUTED by [LICENSED PROFESSIONAL ENGINEER]
this ________ day of _____________, 20__.
[LICENSED PROFESSIONAL ENGINEER]
By:

Printed Name:

Title:

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit I-2 - 1
EXHIBIT I-2

FORM OF INSTALLED BATTERY CAPACITY CERTIFICATE
This certification (“Certification”) of Installed Battery Capacity is delivered by [licensed professional engineer] (“Engineer”) to Marin Clean Energy, a California joint powers authority (“Buyer”) in accordance with the terms of that certain Amended and Restated Renewable Power Purchase Agreement dated [DATE] (“Agreement”) by and between Golden Fields Solar IV, LLC, a Delaware limited liability company, and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

I hereby certify the Storage Capacity Test demonstrated a maximum dependable operating capability that can be sustained for four (4) consecutive hours to discharge electric energy of __ MW AC to the Delivery Point, in accordance with the testing procedures, requirements and protocols set forth in Section 4.9 and Exhibit O (the “Installed Battery Capacity”).

EXECUTED by [LICENSED PROFESSIONAL ENGINEER]
this ________ day of _____________, 20__.
[LICENSED PROFESSIONAL ENGINEER]
By:

Printed Name:

Title:

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit J - 1

EXHIBIT J

FORM OF CONSTRUCTION START DATE CERTIFICATE
This certification of Construction Start Date (“Certification”) is delivered by Golden Fields Solar IV, LLC, a Delaware limited liability company (“Seller”) to Marin Clean Energy, a California joint powers authority (“Buyer”) in accordance with the terms of that certain Amended and Restated Renewable Power Purchase Agreement dated __________ (“Agreement”) by and between Seller and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

Seller hereby certifies and represents to Buyer the following:

1. Construction Start (as defined in Exhibit B of the Agreement) has occurred, and a copy of the full notice to proceed that Seller issued to its contractor as part of Construction Start is attached hereto.

2. the precise Site on which the Facility is located is, which must include some or all of the previously identified APNs (such description shall amend the description of the Site in Exhibit A): ______________________________________________________________.

IN WITNESS WHEREOF, the undersigned has executed this Certification on behalf of Seller this ________ day of _____________, 20__.

GOLDEN FIELDS SOLAR IV, LLC
a Delaware limited liability company,
By:

Printed Name:

Title:

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit K - 1

EXHIBIT K

FORM OF LETTER OF CREDIT
[Issuing Bank Letterhead and Address]
IRREVOCABLE STANDBY LETTER OF CREDIT NO. [XXXXXXX]
Date:

Bank Ref.:

Amount: US$[XXXXXXXX]
Expiry Date:

APPLICANT DETAILS TO BE PROVIDED
Beneficiary:

Marin Clean Energy
1125 Tamalpais Avenue
San Rafael, CA 94901
Attn: Director of Finance
Ladies and Gentlemen:

By the order of __________ (“Applicant”), we, [insert bank name and address] (“Issuer”) hereby issue our Irrevocable Standby Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) in favor of Marin Clean Energy, a California joint powers authority (“Beneficiary”), for an amount not to exceed the aggregate sum of U.S. $[XXXXXX] (United States Dollars [XXXXX] and 00/100), pursuant to that certain Amended and Restated Renewable Power Purchase Agreement dated as of [Date of Contract / Agreement should be in the past or on the date of issuance. In case of future contract date the Letter of Credit text will be adjusted to reflect this change] and as amended (the “Agreement”) between Applicant and Beneficiary. This Letter of Credit shall become effective immediately and shall expire on [XXXXXX] which is one year after the issue date of this Letter of Credit, or any expiration date extended in accordance with the terms hereof (the “Expiration Date”).

Funds under this Letter of Credit are available to Beneficiary by presentation on or before the Expiration Date of a dated statement purportedly signed by your duly authorized representative, in the form attached hereto as Exhibit A, containing one of the two alternative paragraphs set forth in paragraph 2 therein, referencing our Letter of Credit No. [XXXXXXX] (“Drawing Certificate”).

The Drawing Certificate may be presented by (a) physical delivery, or (b) facsimile to [bank fax number [XXX-XXX-XXXX]] confirmed by [email to [bank email address]] (if presented by fax it must be followed up by a phone call to us at [XXXXXX] or [XXXXXX] to confirm receipt) AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit K - 2
with the originals to follow via courier. The drawing will be effective upon our receipt of the original documents at the above noted address.

The original of this Letter of Credit (and all amendments, if any) is not required to be presented in connection with any presentment of a Drawing Certificate by Beneficiary hereunder in order to receive payment.

We hereby agree with the Beneficiary that documents presented under and in compliance with the terms of this Letter of Credit will be duly honored upon presentation to the Issuer on or before the Expiration Date. All payments made under this Letter of Credit shall be made with Issuer’s own immediately available funds by means of wire transfer in immediately available United States dollars to Beneficiary’s account as indicated by Beneficiary in its Drawing Certificate or in a communication accompanying its Drawing Certificate.

Partial draws are permitted under this Letter of Credit, and this Letter of Credit shall remain in full force and effect with respect to any continuing balance.

It is a condition of this Letter of Credit that the Expiration Date shall be deemed automatically extended without an amendment for a one year period beginning on the present Expiration Date hereof and upon each anniversary for such date, unless at least one hundred twenty (120) days prior to any such Expiration Date we have sent to you written notice by registered mail or overnight courier service that we elect not to extend this Letter of Credit, in which case it will expire on the date specified in such notice. No presentation made under this Letter of Credit after such Expiration Date will be honored.

Notwithstanding any reference in this Letter of Credit to any other documents, instruments or agreements, this Letter of Credit contains the entire agreement between Beneficiary and Issuer relating to the obligations of Issuer hereunder.

This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce Publication No. 600 (the “UCP”), except to the extent that the terms hereof are inconsistent with the provisions of the UCP, including but not limited to Articles 14(b) and 36 of the UCP, in which case the terms of this Letter of Credit shall govern. In the event of an act of God, riot, civil commotion, insurrection, war or any other cause beyond Issuer’s control (as defined in Article 36 of the UCP) that interrupts Issuer’s business and causes the place for presentation of the Letter of Credit to be closed for business on the last day for presentation, the Expiration Date of the Letter of Credit will be automatically extended without amendment to a date thirty (30) calendar days after the place for presentation reopens for business.

Please address all correspondence regarding this Letter of Credit to the attention of the Letter of Credit Department at [insert bank address information], referring specifically to Issuer’s Letter of Credit No. [XXXXXXX]. For telephone assistance, please contact Issuer’s Standby Letter of Credit Department at [XXX-XXX-XXXX] and have this Letter of Credit available.

All notices to Beneficiary shall be in writing and are required to be sent by email to [email protected] and followed up by certified letter, overnight courier, or delivered in person to: Marin Clean Energy, Attn: Chief Financial Officer, 1125 Tamalpais Avenue San Rafael, CA 94901. Only notices to Beneficiary meeting the requirements of this paragraph shall AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit K - 3
be considered valid. Any notice to Beneficiary which is not in accordance with this paragraph shall be void and of no force or effect.
[Bank Name]
___________________________
[Insert officer name]
[Insert officer title]
AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit K - 4
Exhibit A: (DRAW REQUEST SHOULD BE ON BENEFICIARY’S LETTERHEAD) Drawing Certificate
[Insert Bank Name and Address]
Ladies and Gentlemen:

The undersigned, a duly authorized representative of Marin Clean Energy, a California joint powers authority, as beneficiary (the “Beneficiary”) of the Irrevocable Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) issued by [insert bank name] (the “Bank”) by order of __________ (the “Applicant”), hereby certifies to the Bank as follows:

1. Applicant and Beneficiary are party to that certain Amended and Restated Renewable Power Purchase Agreement dated as of ___________, 20__ (the “Agreement”).

2. Beneficiary is making a drawing under this Letter of Credit in the amount of U.S. $___________ because a Seller Event of Default (as such term is defined in the Agreement) or other occasion provided for in the Agreement where Beneficiary is authorized to draw on the letter of credit has occurred.

OR
Beneficiary is making a drawing under this Letter of Credit in the amount of U.S. $___________, which equals the full available amount under the Letter of Credit, because Applicant is required to maintain the Letter of Credit in force and effect beyond the expiration date of the Letter of Credit but has failed to provide Beneficiary with a replacement Letter of Credit or other acceptable instrument within forty-five (45) days prior to such expiration date.

3. The undersigned is a duly authorized representative of Marin Clean Energy, a California joint powers authority and is authorized to execute and deliver this Drawing Certificate on behalf of Beneficiary.

You are hereby directed to make payment of the requested amount to Marin Clean Energy, a California joint powers authority by wire transfer in immediately available funds to the following account:
[Specify account information]
Marin Clean Energy
_______________________________
Name and Title of Authorized Representative
Date___________________________
AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit L - 1

EXHIBIT L

FORM OF GUARANTY
This Guaranty (this “Guaranty”) is entered into as of [_____] (the “Effective Date”) by and between [_____], a [______] (“Guarantor”), and Marin Clean Energy, a California joint powers authority (together with its successors and permitted assigns, “Buyer”).

Recitals
A. Buyer and Golden Fields Solar IV, LLC, a Delaware limited liability company (“Seller”), entered into that certain Amended and Restated Renewable Power Purchase Agreement (as amended, restated or otherwise modified from time to time, the “PPA”) dated as of [____], 20___.

B. Guarantor is entering into this Guaranty as Performance Security to secure Seller’s obligations under the PPA, as required by Section 8.8 of the PPA.

C. It is in the best interest of Guarantor to execute this Guaranty inasmuch as Guarantor will derive substantial direct and indirect benefits from the execution and delivery of the PPA.

D. Initially capitalized terms used but not defined herein have the meaning set forth in the PPA.

Agreement

1. Guaranty. For value received, Guarantor does hereby unconditionally, absolutely and irrevocably guarantee, as primary obligor and not as a surety, to Buyer the full, complete and prompt payment by Seller of any and all amounts and payment obligations now or hereafter owing from Seller to Buyer under the PPA, including, without limitation, compensation for penalties, the Termination Payment, indemnification payments or other damages, as and when required pursuant to the terms of the PPA (the “Guaranteed Amount”), provided, that Guarantor’s aggregate liability under or arising out of this Guaranty shall not exceed ________ Dollars ($___________).

The Parties understand and agree that any payment by Guarantor or Seller of any portion of the Guaranteed Amount shall thereafter reduce Guarantor’s maximum aggregate liability hereunder on a dollar-for-dollar basis. This Guaranty is an irrevocable, absolute, unconditional and continuing guarantee of the full and punctual payment and performance, and not of collection, of the Guaranteed Amount and, except as otherwise expressly addressed herein, is in no way conditioned upon any requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from Seller, any other guarantor of the Guaranteed Amount or any other Person or entity or resort to any other means of obtaining payment of the Guaranteed Amount. In the event Seller shall fail to duly, completely or punctually pay any Guaranteed Amount as required pursuant to the PPA, Guarantor shall promptly pay such amount as required herein.

2. Demand Notice. For avoidance of doubt, a payment shall be due for purposes of this Guaranty only when and if a payment is due and payable by Seller to Buyer under the terms and conditions of the Agreement. If Seller fails to pay any Guaranteed Amount as required pursuant to the PPA for five (5) Business Days following Seller’s receipt of Buyer’s written notice of such failure (the “Demand Notice”), then Buyer may elect to exercise its rights under this Guaranty AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit L - 2
and may make a demand upon Guarantor (a “Payment Demand”) for such unpaid Guaranteed Amount. A Payment Demand shall be in writing and shall reasonably specify in what manner and what amount Seller has failed to pay and an explanation of why such payment is due and owing, with a specific statement that Buyer is requesting that Guarantor pay under this Guaranty.

Guarantor shall, within five (5) Business Days following its receipt of the Payment Demand, pay the Guaranteed Amount to Buyer.

3. Scope and Duration of Guaranty. This Guaranty applies only to the Guaranteed Amount.

This Guaranty shall continue in full force and effect from the Effective Date until the earlier of the following: (x) all Guaranteed Amounts have been paid in full (whether directly or indirectly through set-off or netting of amounts owed by Buyer to Seller), (y) replacement Performance Security is provided in an amount and form required by the terms of the PPA, or (z) one hundred eighty (180) days after the early termination of the PPA or expiration of the PPA by its terms.

Further, this Guaranty (a) shall remain in full force and effect without regard to, and shall not be affected or impaired by any invalidity, irregularity or unenforceability in whole or in part of this Guaranty, and (b) subject to the preceding sentence, shall be discharged only by complete performance of the undertakings herein. Without limiting the generality of the foregoing, the obligations of the Guarantor hereunder shall not be released, discharged, or otherwise affected and this Guaranty shall not be invalidated or impaired or otherwise affected for the following reasons:
(i) the extension of time for the payment of any Guaranteed Amount, or (ii) any amendment, modification or other alteration of the PPA, or (iii) any indemnity agreement Seller may have from any party, or (iv) any insurance that may be available to cover any loss, except to the extent insurance proceeds are used to satisfy the Guaranteed Amount, or
(v) any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, Seller or any of its assets, including but not limited to any rejection or other discharge of Seller’s obligations under the PPA imposed by any court, trustee or custodian or any similar official or imposed by any law, statue or regulation, in each such event in any such proceeding, or
(vi) the release, modification, waiver or failure to pursue or seek relief with respect to any other guaranty, pledge or security device whatsoever, or (vii) any payment to Buyer by Seller that Buyer subsequently returns to Seller pursuant to court order in any bankruptcy or other debtor-relief proceeding, or (viii) those defenses based upon (A) the legal incapacity or lack of power or authority of any Person, including Seller and any representative of Seller to enter into the PPA or perform its obligations thereunder, (B) lack of due execution, delivery, validity or enforceability, including of the PPA, or (C) Seller’s inability to pay any Guaranteed Amount or perform its obligations under the PPA, or
AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit L - 3
(ix) any other event or circumstance that may now or hereafter constitute a defense to payment of the Guaranteed Amount, including, without limitation, statute of frauds and accord and satisfaction;
provided that, subject to Guarantor’s payment of a Guaranteed Amount in accordance with Paragraph 2, Guarantor reserves the right to assert for itself in a subsequent proceeding any defenses, setoffs or counterclaims that Seller is or may be entitled to assert against Buyer (except for such defenses, setoffs or counterclaims that may be asserted by Seller with respect to the PPA, but that are expressly waived under any provision of this Guaranty).

4. Waivers by Guarantor. Guarantor hereby unconditionally waives as a condition precedent to the performance of its obligations hereunder, with the exception of the requirements in Paragraph 2, (a) notice of acceptance, presentment or protest with respect to the Guaranteed Amounts and this Guaranty, (b) notice of any action taken or omitted to be taken by Buyer in reliance hereon, (c) any requirement that Buyer exhaust any right, power or remedy or proceed against Seller under the PPA, and (d) any event, occurrence or other circumstance which might otherwise constitute a legal or equitable discharge of a surety. Without limiting the generality of the foregoing waiver of surety defenses, it is agreed that the occurrence of any one or more of the following shall not affect the liability of Guarantor hereunder:
(i) at any time or from time to time, without notice to Guarantor, the time for payment of any Guaranteed Amount shall be extended, or such performance or compliance shall be waived; (ii) the obligation to pay any Guaranteed Amount shall be modified, supplemented or amended in any respect in accordance with the terms of the PPA; (iii) subject to Paragraph 9, any (a) sale, transfer or consolidation of Seller into or with any other entity, (b) sale of substantial assets by, or restructuring of the corporate existence of, Seller or (c) change in ownership of any membership interests of, or other ownership interests in, Seller; or
(iv) the failure by Buyer or any other Person to create, preserve, validate, perfect or protect any security interest granted to, or in favor of, Buyer or any Person.

5. Subrogation. Notwithstanding any payments that may be made hereunder by the Guarantor, Guarantor hereby agrees that until the earlier of payment in full of all Guaranteed Amounts or expiration of the Guaranty in accordance with Paragraph 3, it shall not be entitled to, nor shall it seek to, exercise any right or remedy arising by reason of its payment of any Guaranteed Amount under this Guaranty, whether by subrogation or otherwise, against Seller or seek contribution or reimbursement of such payments from Seller.

6. Representations and Warranties. Guarantor hereby represents and warrants that (a) it has all necessary and appropriate [limited liability company][corporate] powers and authority and the legal right to execute and deliver, and perform its obligations under, this Guaranty, (b) this Guaranty constitutes its legal, valid and binding obligations enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting enforcement of creditors’ rights or general principles of equity, (c) the execution, delivery and performance of this Guaranty does not and will not contravene Guarantor’s AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit L - 4
organizational documents, any applicable Law or any contractual provisions binding on or affecting Guarantor, (d) there are no actions, suits or proceedings pending before any court, governmental agency or arbitrator, or, to the knowledge of the Guarantor, threatened, against or affecting Guarantor or any of its properties or revenues which may, in any one case or in the aggregate, adversely affect the ability of Guarantor to enter into or perform its obligations under this Guaranty, and (e) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority, and no consent of any other Person (including, any stockholder or creditor of the Guarantor), that has not heretofore been obtained is required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty by Guarantor.

7. Notices. Notices under this Guaranty shall be deemed received if sent to the address specified below: (i) on the day received if served by overnight express delivery, and (ii) four Business Days after mailing if sent by certified, first class mail, return receipt requested. If transmitted by facsimile, such notice shall be deemed received when the confirmation of transmission thereof is received by the party giving the notice. Any party may change its address or facsimile to which notice is given hereunder by providing notice of the same in accordance with this Paragraph 7.

If delivered to Buyer, to it at [____]
Attn: [____]
Fax: [____]
If delivered to Guarantor, to it at [____]
Attn: [____]
Fax: [____]

8. Governing Law and Forum Selection. This Guaranty shall be governed by, and interpreted and construed in accordance with, the laws of the United States and the State of California, excluding choice of law rules. The Parties agree that any suit, action or other legal proceeding by or against any party (or its affiliates or designees) with respect to or arising out of this Guaranty shall be brought in the federal courts of the United States or the courts of the State of California sitting in the City and County of San Francisco, California.

9. Miscellaneous. This Guaranty shall be binding upon Guarantor and its successors and assigns and shall inure to the benefit of Buyer and its successors and permitted assigns pursuant to the PPA. No provision of this Guaranty may be amended or waived except by a written instrument executed by Guarantor and Buyer. This Guaranty is not assignable by Guarantor without the prior written consent of Buyer. No provision of this Guaranty confers, nor is any provision intended to confer, upon any third party (other than Buyer’s successors and permitted assigns) any benefit or right enforceable at the option of that third party. This Guaranty embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings of the parties hereto, verbal or written, relating to the subject matter hereof. If any provision of this Guaranty is determined to be illegal or AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit L - 5
unenforceable (i) such provision shall be deemed restated in accordance with applicable Laws to reflect, as nearly as possible, the original intention of the parties hereto and (ii) such determination shall not affect any other provision of this Guaranty and all other provisions shall remain in full force and effect. This Guaranty may be executed in any number of separate counterparts, each of which when so executed shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Guaranty may be executed and delivered by electronic means with the same force and effect as if the same was a fully executed and delivered original manual counterpart.
[Signature on next page]
AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit L - 6
IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly executed and delivered by its duly authorized representative on the date first above written.

GUARANTOR:
[_______]
By:______________________________
Printed Name:__________________
Title:____________________________
BUYER:
[_______]
By:______________________________
Printed Name:__________________
Title:____________________________
By:______________________________
Printed Name:__________________
Title:____________________________
AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit M - 1

EXHIBIT M

FORM OF REPLACEMENT RA NOTICE
This Replacement RA Notice (this “Notice”) is delivered by Golden Fields Solar IV, LLC, a Delaware limited liability company (“Seller”) to Marin Clean Energy, a California joint powers authority (“Buyer”) in accordance with the terms of that certain Amended and Restated Renewable Power Purchase Agreement dated __________ (“Agreement”) by and between Seller and Buyer.

All capitalized terms used in this Notice but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

Pursuant to Section 3.8(b) of the Agreement, Seller hereby provides the below Replacement RA product information:

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit M - 2

GOLDEN FIELDS SOLAR IV, LLC
a Delaware limited liability company
By:

Printed Name:

Title:

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit N - 1

EXHIBIT N

NOTICES
Golden Fields Solar IV, LLC (“Seller”) Marin Clean Energy (“Buyer”) All Notices:

Street: 4900 Scottsdale Road, Suite 5000
c/o Solar Asset Management LLC
City: Scottsdale, AZ 85251
Attn: VP Asset Management
Phone: 480-424-1240
Email: [email protected]
With a copy to:

Street: 5790 Fleet Street, Suite 200
City: Carlsbad, CA 92008
Attn: General Counsel
Phone: 760-710-2187
Email: [email protected]
All Notices:

Marin Clean Energy
1125 Tamalpais Avenue
San Rafael, CA 94901
Attn: Contract Administration
Phone: (415) 464-6010
Email: [email protected]
Reference Numbers:

Duns:

Federal Tax ID Number:

Reference Numbers:

Duns:

Federal Tax ID Number:

Invoices:

Attn: VP Asset Management
Phone: 480-424-1240
Email: [email protected]
Invoices:

Attn: Power Settlements and Analytics
Phone: (415) 464-6683
Email: [email protected]
Scheduling:

Attn: VP Asset Management
Phone: 480-424-1240
Email: [email protected]
Scheduling:

Attn: ZGlobal
Phone: (916) 458-4080
Email: [email protected]
Confirmations:

Attn: VP Asset Management
Phone: 480-424-1240
Email: [email protected]
Confirmations:

Attn: Director of Power Resources
Phone: (415) 464-6685
Email: [email protected]
Payments:

Attn: VP Asset Management
Phone: 480-424-1240
Email: [email protected]
Payments:

Attn: Power Settlements and Analytics
Phone: (415) 464-6683
Email: [email protected]
Wire Transfer: Wire Transfer:

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit N - 2
Golden Fields Solar IV, LLC (“Seller”) Marin Clean Energy (“Buyer”) With additional Notices of an Event of
Default to:

Attn: VP Asset Management
Phone: 480-424-1240
Email: [email protected]
With additional Notices of an Event of
Default to:

Hall Energy Law PC
Attn: Stephen Hall
Phone: (503) 313-0755
Email: [email protected]
Emergency Contact:

Attn: VP Asset Management
Phone: 480-424-1240
Email: [email protected]
Emergency Contact:

Attn:

Phone:

E-mail:

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit O - 1

EXHIBIT O

STORAGE CAPACITY TESTS
Storage Capacity Test Notice and Frequency
A. Commercial Operation Date Storage Capacity Test. Upon no less than ten (10) Business Days prior Notice to Buyer, Seller shall schedule and complete a Storage Capacity Test prior to the Commercial Operation Date. Such initial Storage Capacity Test shall be performed in accordance with this Exhibit O and shall establish the initial Storage Contract Capacity hereunder based on the actual capacity of the Storage Facility determined by such Storage Capacity Test.

B. Subsequent Storage Capacity Tests. Following the Commercial Operation Date, but not more than twice per Contract Year, upon no less than ten (10) Business Days prior Notice to Seller, Buyer shall have the right to require Seller to schedule and complete a Storage Capacity Test. In addition, Buyer shall have the right to require a retest of the Storage Capacity Test at any time upon no less than five (5) Business Days prior written Notice to Seller if Buyer provides data with such Notice reasonably indicating that the Storage Capacity has varied materially from the results of the most recent Storage Capacity Test. Seller shall have the right to run a retest of any Storage Capacity Test upon five (5) Business Days’ prior written Notice to Buyer (or any shorter period reasonably acceptable to Buyer consistent with Prudent Operating Practice). Following the Commercial Operation Date, but not more than twice per Contract Year, upon no less than ten (10) Business Days prior Notice to Buyer, Seller shall have the right to schedule and complete a Storage Capacity Test. In addition, Seller shall have the right to schedule and complete a retest of the Storage Capacity Test at any time upon no less than five (5) Business Days prior written Notice to Buyer if Seller provides data with such Notice reasonably indicating that the Storage Capacity or Efficiency Rate has varied materially from the results of the most recent Storage Capacity Test.

C. Test Results and Re-Setting of Storage Contract Capacity and Efficiency Rate.

In accordance with Section 4.9(c) of the Agreement, Part II.J, and Part II.K. below, the actualstorage capacity and efficiency rate determined pursuant to the most recent Storage Capacity Test (up to, but not in excess of, the Storage Contract Capacity) shall become the new Storage Capacity and Efficiency Rate, effective as of the first day of the month following the completion of the test, for calculating the monthly payment for the Storage Product and all other purposes under this Agreement.

Storage Capacity Test Procedures
PART I. GENERAL.

Each Storage Capacity Test (including the initial Storage Capacity Test and all re-performances thereof) shall be conducted in accordance with Prudent Operating Practices and the provisions of this Exhibit O. For ease of reference, a Storage Capacity Test is sometimes referred to in this Exhibit O as a “SCT”. Buyer or its representative may be present for the SCT and may, for informational purposes only, use its own metering equipment (at Buyer’s sole cost).

AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit O - 2
PART II. REQUIREMENTS APPLICABLE TO ALL STORAGE CAPACITY TESTS AND EFFICIENCY TESTS.

A. Purpose of Test. Each SCT shall:
(1) Determine an updated Storage Capacity;
(2) Determine the amount of Energy required to fully charge the Storage Facility;
(3) Determine the Storage Facility charge ramp rate;
(4) Determine the Storage Facility discharge ramp rate; and (5) Determine an updated Efficiency Rate.

B. Test Elements. Each SCT shall include the following test elements:
• Electrical output at Maximum Discharging Capacity (as defined in Exhibit A) at the Storage Facility Meter and concurrently at the Generating Facility Meter (MW);
• Electrical input at Maximum Charging Capacity (as defined in Exhibit A) at the Storage Facility Meter (MW);
• Amount of time between the Storage Facility’s electrical output going from 0 to Maximum Discharging Capacity;
• Amount of time between the Storage Facility’s electrical input going from 0 to Maximum Charging Capacity; and
• Amount of energy required to go from Minimum Storage Level to the Maximum Storage Level charging at a rate equal to the Maximum Charging Capacity.

C. Parameters. During each SCT, the following parameters shall be measured and recorded simultaneously for the Storage Facility, at ten (10) minute intervals:
(1) Time;
(2) Net electrical energy output to the Storage Facility Meters (kWh) (i.e., to each measurement device making up the Storage Facility Meter); (3) Net electrical energy input from the Storage Facility Meters (kWh) (i.e., from each measurement device making up the Storage Facility Meter); and (4) Stored Energy Level (MWh).

D. Site Conditions. During each SCT, the following conditions at the Site shall be AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit O - 3
measured and recorded simultaneously at thirty (30) minute intervals:
(1) Relative humidity (%);
(2) Barometric pressure (inches Hg) near the horizontal centerline of the Storage Facility; and
(3) Ambient air temperature (°F).

E. Test Showing. Each SCT must demonstrate that the Storage Facility:
(1) successfully started;
(2) operated for at least four (4) consecutive hours at Maximum Discharging Capacity (as defined in Exhibit A);
(3) operated for at least four (4) consecutive hours at Maximum Charging Capacity (as defined in Exhibit A);
(4) has a Storage Capacity of an amount that is, at least, equal to the Maximum Storage Level (as defined in Exhibit A); and
(5) is able to deliver Discharging Energy as measured by the Storage Facility Meter for four (4) consecutive hours at a rate equal to the Maximum Discharging Capacity.

F. Test Conditions.
(i) General. At all times during a SCT, the Storage Facility shall be operated in compliance with Prudent Operating Practices and all operating protocols recommended, required or established by the manufacturer for operation at Maximum Discharging Capacity and Maximum Charging Capacity (as each is defined in Exhibit A).
(ii) Abnormal Conditions. If abnormal operating conditions that prevent the recordation of any required parameter occur during a SCT (including a level of irradiance that does not permit the Generating Facility to produce sufficient Charging Energy), Seller may postpone or reschedule all or part of such SCT in accordance with Part II.G below.
(iii) Instrumentation and Metering. Seller shall provide all instrumentation, metering and data collection equipment required to perform the SCT. The instrumentation, metering and data collection equipment electrical meters shall be calibrated in accordance with Prudent Operating Practice.

G. Incomplete Test. If any SCT is not completed in accordance herewith, Buyer may in its sole discretion: (i) accept the results up to the time the SCT stopped; (ii) require that the portion of the SCT not completed, be completed within a reasonable AI #07_C.4_Att.: Amnd & Restd Renewable PPA w/ Golden Fields Solar IV, LLC Exhibit O - 4
specified time period; or (iii) require that the SCT be entirely repeated.

Notwithstanding the above, if Seller is unable to complete a SCT due to a Force Majeure Event or the actions or inactions of Buyer or the CAISO or the PTO or the Transmission Provider, Seller shall be permitted to reconduct such SCT on dates and at times reasonably acceptable to the Parties.

H. Final Report. Within fifteen (15) Business Days after the completion of any SCT, Seller shall prepare and submit to Buyer a written report of the results of the SCT, which report shall include:
(1) a record of the personnel present during the SCT that served in an operating, testing, monitoring or other such participatory role;
(2) the measured data for each parameter set forth in Part II.B through D, including copies of the raw data taken during the test; (3) the level of Storage Capacity, Energy In, Energy Out, Efficiency Rate, Maximum Charging Capacity, the current charge and discharge ramp rate, and Stored Energy Level determined by the SCT, including supporting calculations; and
(4) Seller’s statement of either Seller’s acceptance of the SCT or Seller’s rejection of the SCT results and reason(s) therefor.

Within ten (10) Business Days after receipt of such report, Buyer shall notify Seller in writing of either Buyer’s acceptance of the SCT results or Buyer’s rejection of the SCT and reason(s) therefor.

If either Party rejects the results of any SCT, such SCT shall be repeated in accordance with Part II.G.

I. Supplementary Storage Capacity Test Protocol. No later than sixty (60) days prior to commencing Facility construction, Seller shall deliver to Buyer for its review and approval (such approval not to be unreasonably delayed or withheld) an updated supplement to this Exhibit O with additional and supplementary details, procedures and requirements applicable to Storage Capacity Tests based on the then current design of the Facility (“Supplementary Storage Capacity Test Protocol”). Thereafter, from time to time, Seller may deliver to Buyer for its review and approval (such approval not to be unreasonably delayed or withheld) any Seller recommended updates to the then current Supplementary Storage Capacity Test Protocol. The initial Supplementary Storage Capacity Test Protocol (and each update thereto), once approved by Buyer, shall be deemed an amendment to this Exhibit O.

MCE Executive CommitteeDecember 6, 2023

MCE Executive Committee
December 6, 2023