Agenda packet — Redwood Coast Energy Authority Board of Directors, November 16, 2023

Redwood Coast Energy Authority
633 3rd Street, Eureka, CA 95501
Phone: (707) 269-1700 Toll-Free (800) 931-7232 Fax: (707) 269-1777 E-mail: [email protected] Web: www.redwoodenergy.org

BOARD OF DIRECTORS REGULAR MEETING AGENDA

NEW MEETING LOCATION
Wharfinger Building, downstairs Bay Room November 16, 2023 1 Marina Way, Eureka, CA 95501 Thursday, 3:30 p.m.

Any member of the public needing special accommodation to participate in this meeting or access the meeting materials should email [email protected] or call (707) 269- 1700 at least 3 business days before the meeting. Assistive listening devices are available.

Pursuant to Government Code section 54957.5, all writings or documents relating to any item on this agenda which have been provided to a majority of the Board, including those received less than 72 hours prior to the Committee’s meeting, will be made available to the public at www.RedwoodEnergy.org.

NOTE: Speakers wishing to distribute materials to the Board at the meeting, please provide 13 copies to the Board Clerk.

THIS IS A HYBRID IN-PERSON AND VIRTUAL MEETING.

The Board of Directors has returned to in-person hybrid meetings. When attending Board meetings, please socially distance as much as possible and be courteous to those who choose to wear a mask.

To participate in the meeting online, go to https://us02web.zoom.us/j/81972368051. To participate by phone, call (669) 900-6833 or (253) 215-8782. Enter webinar ID: 819 7236 8051.

To make a comment during the public comment periods, raise your hand in the online Zoom webinar, or press star (*) 9 on your phone to raise your hand. You will continue to hear the meeting while you wait. When it is your turn to speak, a staff member will unmute your phone or computer. You will have 3 minutes to speak.

You may submit written public comment by email to [email protected].

Please identify the agenda item number in the subject line. Comments will be included in the meeting record but not read aloud during the meeting.

While downloading the Zoom application may provide a better meeting experience, Zoom does not need to be installed on your computer to participate. After clicking the webinar link above, click “start from your browser.”

1 RCEA November 16, 2023, Board of Directors Meeting Agenda

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OPEN SESSION Call to Order

1. ROLL CALL - REMOTE DIRECTOR PARTICIPATION

1.1. Approve teleconference participation request for this meeting by Director pursuant to Brown Act revisions of AB 2449 due to an emergency circumstance to be briefly described.

2. REPORTS FROM MEMBER ENTITIES

3. ORAL COMMUNICATIONS
This time is provided for people to address the Board or submit written communications on matters not on the agenda.

At the conclusion of all oral communications, the Board may respond to statements. Any request that requires Board action will be set by the Board for a future agenda or referred to staff.

4. CONSENT CALENDAR
All matters on the Consent Calendar are considered to be routine by the Board and are enacted in one motion. There is no separate discussion of any of these items. If discussion is required, that item is removed from the Consent Calendar and considered separately. At the end of the reading of the Consent Calendar, Board members or members of the public can request that an item be removed for separate discussion.

4.1 Approve Minutes of October 26, 2023, Board Meeting.

4.2 Approve Disbursements Report.

4.3 Accept Quarterly Budget Report for Fiscal Year 2023-24 Q1.

4.4 Accept Financial Reports.

4.5 Authorize Staff to Sign Check or Authorize ACH Payment for the Purchase of ChargePoint Electric Vehicle Charging Equipment from Campton Electric at a Price Not to Exceed $235,946 in Fulfillment of CEC Rural Electric Vehicle Charging Grant Requirements.

5. REMOVED FROM CONSENT CALENDAR ITEMS
Items removed from the Consent Calendar will be heard under this section.

COMMUNITY CHOICE ENERGY (CCE) BUSINESS (Confirm CCE Quorum) Items under this section of the agenda relate to CCE-specific business matters that fall under RCEA’s CCE voting provisions, with only CCE-participating jurisdictions voting on these matters with weighted voting as established in the RCEA joint powers agreement.

6. OLD CCE BUSINESS – None.

7. NEW CCE BUSINESS

7.1. Bioenergy Market Adjusting Tariff
Authorize the Executive Director to approve final RCEA BioMAT program documents for submission to the CPUC, consistent with the substantive terms and conditions of PG&E’s BioMAT program, with approval by RCEA General Counsel.
2 RCEA November 16, 2023, Board of Directors Meeting Agenda

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END OF COMMUNITY CHOICE ENERGY (CCE) BUSINESS

8. OLD BUSINESS

8.1 Sandrini Sol 1 Power Purchase Agreement Amendment 2 Staff will recommend one of the following actions pending mutual agreement by parties on a finalized proposed agreement amendment by meeting time:

Approve Resolution 2023-10 Approving the Form of and Authorizing the Execution of the Second Amendment to the Sandrini Power Purchase Agreement with EDPR CA Solar Park II LLC
or
Establish an ad hoc subcommittee to review and approve the Second Amendment to the Sandrini Power Purchase Agreement with EDPR CA Solar Park II LLC, including (1) extension of the Guaranteed Commercial Operation Date, (2) revision of the replacement product provisions, (3) revision of the financial settlement structure, and (4) any additional amendment that does not measurably increase risk exposure for RCEA.

NOTE: A staff report attachment for this agenda item was not available at the time of agenda publication. If finalized prior to the meeting, it will be published on https://redwoodenergy.org/board-of-directors by 3:30 p.m. Thursday, November 16, 2023.

8.2 RCEA New Office Building Development
Authorize staff to issue the request for qualifications for architectural and engineering design work for new construction of RCEA office building at 805 Third Street Eureka, CA.

Authorize the ad hoc building relocation subcommittee to act as a review committee and authorize it to take the following actions: (i) approve evaluation criteria, (ii) approve selected proposal based on the selection criteria to bring to the full Board for review and approval of resulting contract.

9. NEW BUSINESS

9.1 Sonoma Clean Power Mid-Term Reliability Resource Adequacy Agreement Approve Resolution 2023-11 Approving the Form of and Authorizing the Execution of the Resource Adequacy Agreement with Sonoma Clean Power Authority.
3 RCEA November 16, 2023, Board of Directors Meeting Agenda

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9.2 Rural REN Statewide Energy Efficiency Program Implementation: PG&E, Southern California Edison and SoCalGas Funding Contracts Authorize the Executive Director to execute the 2024-2027 PG&E Funding Agreement for $40,420,550; and, upon full execution, authorize the Executive Director to issue solicitations and contracts for consultant and subcontractor services to implement the RuralREN in regions covered by PG&E funding.

Authorize the Executive Director to execute the 2024-2027 Southern California Edison Funding Agreement for $33,683,792 and SoCalGas Funding Agreement for $10,105,138 following the review and approval by RCEA staff and legal counsel; and upon full execution of each agreement, authorize the Executive Director to issue solicitations and contracts for consultant and subcontractor services to implement the RuralREN in the respective regions covered by Southern California Edison and SoCalGas funding.

10. STAFF REPORTS

10.1 Deputy Executive Director’s Report

11. FUTURE AGENDA ITEMS
Any request that requires Board action will be set by the Board for a future agenda or referred to staff.

12. CLOSED SESSION

12.1. Conference with Legal Counsel: Anticipated litigation, pursuant to Government Code Section 54956.9(d)(2).

12.2. Public Employee Performance Evaluation, pursuant to Government Code Section 54957(b)(1): Executive Director.

13. ADJOURNMENT

NEXT REGULAR MEETING
Thursday, December 21, 2023, 3:30 p.m.

Wharfinger Building downstairs Bay Room, 1 Marina Way, Eureka, CA 95501 Online and phone participation will also be possible via Zoom. 4

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STAFF REPORT
Agenda Item # 1.1
AGENDA DATE: November 16, 2023
TO: RCEA Board of Directors
FROM: Eileen Verbeck, Deputy Executive Director
SUBJECT: Member Teleconference Participation

BACKGROUND
Since emergency Brown Act meeting law changes went into effect in 2020 due to the COVID-19 public health emergency, the RCEA Board of Directors, Community Advisory Committee and the subcommittees of those bodies met online with no physical, public meeting location.

Governor Newsom signed AB 361 into law in September 2021, which allowed these bodies to continue meeting completely virtually without publishing each member’s participation location while the COVID state of emergency continued and state or local officials recommended social distancing measures or the RCEA Board determined that meeting in person posed health and safety risks.

The COVID-19 State of Emergency ended on February 28, 2023, and RCEA Board and CAC meetings returned to meeting in-person at a physical location, with allowances under existing Brown Act rules or new AB 2449 Brown Act rules should a Board or CAC member need to participate from a remote location for certain reasons. If another state of emergency is declared, these bodies may be able to return to completely remote meetings.

SUMMARY
RCEA Board Directors may attend up to two meetings per year from a remote location without making the location accessible to the public for the following reasons:

1. “Just cause”
a. To provide childcare or caregiving need to a child, parent, grandparent, grandchild, sibling, spouse, or domestic partner;
b. Due to a contagious illness that prevents the member from attending in-person; c. Due to a need related to a physical or mental disability as defined in Government Code sections 12926 and 12926.1 not otherwise accommodated; and d. Due to travel while on official business of the legislative body or another state or local agency.

2. “Emergency circumstance” due to a physical or family medical emergency that prevents the member from attending in person.

If a Board Director would like to attend the meeting remotely due to an emergency circumstance, the Board will take action by majority vote to approve the Director’s remote participation. A vote is not necessary for a request to attend remotely for just cause. A brief 5

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description, protecting the Director’s (or Director’s family member’s) medical privacy, needs to be provided in both cases.

The remotely participating Board Director needs to publicly disclose at the meeting before any action (vote) is taken, whether anyone 18 years of age or older is present in the room at the remote location with the Director, and the general nature of the individual’s relationship with the Director.

If the Board Director anticipates needing to participate remotely for more than 2 meetings per year, staff recommends arranging for a publicly and ADA accessible space with visual and audio meeting capabilities from which to participate.

Staff asks to be notified one-week in advance, if possible, of remote meeting attendance so the Director’s publicly and ADA accessible remote meeting address can be published in the agenda, if required per Brown Act open meeting laws.

Current Remote Participation Requests
As of the writing of this staff report, there are no requests for “just cause” or “emergency circumstances” remote director participation.

RECOMMENDED ACTION (if needed)
Approve teleconference participation request for this meeting by Director pursuant to Brown Act revisions of AB 2449 due to an emergency circumstance to be briefly described. 6 Redwood Coast Energy Authority
633 3rd Street, Eureka, CA 95501
Phone: (707) 269-1700 Toll-Free (800) 931-7232 Fax: (707) 269-1777 E-mail: [email protected] Web: www.redwoodenergy.org

BOARD OF DIRECTORS DRAFT MEETING MINUTES
Jefferson Community Center Auditorium October 26, 2023
1000 B Street, Eureka, CA 95501 Thursday, 3:30 p.m.

Chair Sheri Woo called a regular meeting of the Board of Directors of the Redwood Coast Energy Authority to order on the above date at 3:32 p.m. Notice of this meeting was posted on October 21, 2023.

PRESENT: Natalie Arroyo, Scott Bauer, Alternate Director Jana Ganion, Skip Jorgensen, Alternate Director Sherri Provolt, Elise Scafani, Vice Chair Sarah Schaefer, Jack Tuttle, Frank Wilson, Chair Sheri Woo. ABSENT: Kris Mobley, Frankie Myers, Jason Ramos.

STAFF AND OTHERS PRESENT: Business Planning and Finance Director Lori Biondini, Finance Specialist Ronnie Chausse, General Counsel Nancy Diamond, Senior Power Resources Manager Jocelyn Gwynn, TEA California Account Director Jaclyn Harr, Executive Director Matthew Marshall, Account Services Manager Sally Regli, Baker Tilly US Partner Bethany Ryers, Board Clerk Lori Taketa, Deputy Executive Director Eileen Verbeck.

ORAL COMMUNICATIONS
Member of the public Jesse Noell submitted written comment comparing greenhouse gas emissions of wind vs. solar energy generation. Member of the public Wendy Ring submitted comment outlining the Humboldt Sawmill Company biomass energy plant’s community health impacts and comparing HSC’s air quality violations with those of other biomass power plants.

Chair Woo closed the non-agenda item public comment period.

CONSENT CALENDAR

4.1 Approve Minutes of September 28, 2023, Board Meeting.

4.2 Approve Disbursements Report.

4.3 Accept Financial Reports.

4.4 Approve Conflict of Interest Waiver with Braun Blaising & Wynne for representation in contract negotiations with Sonoma Clean Power Authority.

No Director nor member of the public requested discussion of consent calendar items.

M/S: Schaefer, Bauer: Approve Consent Calendar items.

The motion passed with a unanimous vote. Ayes: Arroyo, Bauer, Ganion, Jorgensen, Provolt, Scafani, Schaefer, Tuttle, Wilson, Woo. Noes: None. Absent: Mobley. Abstain:

None.
7 RCEA October 26, 2023, Board of Directors Meeting DRAFT Minutes

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OLD BUSINESS

6.1 2018-2019 Financial Audit Report and Presentation by Auditor Baker Tilly US Business Planning and Finance Director Biondini described previous Board approval to perform the financial audit for two years concurrently. Baker Tilly Partner Bethany Ryers described the audit procedures and results to the Board. The audit focused on reviewing key transaction cycles, areas with significant estimates and implementation of new accounting standards. The financial statements included normal adjusting journal entries for material corrected misstatements and received an unmodified opinion, the auditor’s highest level of assurance. The auditor report contains recommendations regarding the financial statement close and billing cycle processes. Ms. Ryers described upcoming work to audit implementation of updated accounting standards.

The Directors congratulated staff on the unmodified opinion and thanked the auditors. There were no comments from the public and Chair Woo closed the comment period.

M/S: Schaefer, Arroyo: Accept and Approve Redwood Coast Energy Authority Financial Statements June 30, 2019 and 2018 and Associated Independent Auditors’ Report By Baker Tilly US, LLP.

The motion passed with a unanimous vote. Ayes: Arroyo, Bauer, Ganion, Jorgensen, Provolt, Scafani, Schaefer, Tuttle, Wilson, Woo. Noes: None. Absent: Mobley. Abstain:

None.

CCE BUSINESS - Chair Woo confirmed there was a CCE Business quorum present.

OLD CCE BUSINESS

7.1 Proposed RCEA Net Billing Tariff Adoption
Account Services Manager Sally Regli recapped previous Board direction to mirror PG&E’s Net Billing Tariff methods and described rates and billing implementation for RCEA solar NBT customers.

The directors discussed the need to support solar paired with storage to help make the new NBT more affordable for RCEA customers, and the possibility of redirecting NBT program savings to solar and storage incentives. Staff will monitor impacts of NBT implementation and bring proposals to incentivize solar and energy storage adoption to the Board for consideration in spring 2024. There were no comments from the public and Chair Woo closed the comment period.

M/S: Arroyo, Schaefer: Adopt Resolution No. 2023-9, Approving the RCEA Net Billing Tariff.

The motion passed with a unanimous vote. Ayes: Arroyo, Bauer, Jorgensen, Scafani, Schaefer, Tuttle, Wilson. Noes: None. Absent: Mobley. Abstain: None. Non-Voting:

Ganion, Provolt, Woo.
8 RCEA October 26, 2023, Board of Directors Meeting DRAFT Minutes

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NEW CCE BUSINESS

8.1 Energy Risk Management Quarterly Report – Information only The Energy Authority California Account Director Jaclyn Harr presented the general CCE program financial report. Forecasted net revenues for 2023 and 2025 remain positive. Market projections point to RCEA financial losses in 2024, which are expected to be less severe than the July projection. RCEA’s long-term power purchase agreements and short-term financial hedge transactions will protect its customers from the full impact of anticipated large power costs increases. Net revenue is expected to improve in 2024 if the Sandrini solar project begins operation earlier than the current assumption of January 2025.

Ms. Harr explained how the Renewable Portfolio Standard program and Renewable Energy Certificates (RECs) work in California. California’s program was designed in the early 2000s to green the state’s power grid and incubate its renewable energy industry. Twenty years later, California’s best renewable energy project sites have been developed and the industry no longer needs incubation, but rather opportunities to export expertise to other states where renewable projects can be developed more cost-effectively.

Ms. Harr described and the directors discussed:
• Current status of the Sandrini solar project and negotiations with the developer, EDPR, • how RCEA’s Net Billing Tariff program will allow CCE customers to sell RECs from behind-the-meter solar,
• how competition to meet RPS and RA requirements have driven up power contract prices, which will likely remain high for the next decade unless there are significant technological breakthroughs,
• how RCEA has incurred and will continue to incur fines for not procuring enough resource adequacy in certain months of 2023 and 2024, which are lower than the current cost of RA given its scarcity,
• the extremely complex RA program restructuring in 2025, with testing in 2024, and • efforts to regionalize California’s energy market to make it easier to sell excess energy supply across grid borders.

There were no comments from the public and Chair Woo closed the comment period.

STAFF REPORTS

10.1 Executive Director’s Report
Executive Director Marshall reported that the lot at 805 Third Street, site of RCEA’s future office building, was purchased. There were no public comments on this agenda item.

CLOSED SESSION

12.1. Public Employee Performance Evaluation, pursuant to Government Code Section 54957(b)(1): Executive Director.

There was no public comment regarding the closed session item and the Board adjourned to closed session at 4:58 p.m. The directors reconvened in open session at 5:55 p.m. Chair Woo stated that there were no closed session reports and adjourned the meeting at 5:56 p.m.

Lori Taketa, Clerk of the Board
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10 Accrual Basis Redwood Coast Energy Authority
Disbursements Report
As of September 30, 2023
Type Date Num Name Memo Amount
Liability Check 09/01/2023 ACH EDD Taxes Paydate 9/1/23 -7,609.68 Liability Check 09/01/2023 ACH Internal Revenue Service Taxes Paydate 9/1/23 -34,416.46 Liability Check 09/01/2023 ACH Newport Group Deferred compensation Paydate 9/1/23 -13,551.12 Check 09/01/2023 16298 NEM Customer NEM Closeout Reissued -91.07 Check 09/01/2023 16299 NEM Customer NEM Closeout Check reissued -26.54 Check 09/01/2023 16300 NEM Customer NEM Closeout Check Reissued -137.17 Check 09/01/2023 16301 NEM Customer NEM Closeout Check Reissued -171.54 Check 09/01/2023 16302 NEM Customer NEM Closeout Ck Reissued -63.48 Check 09/01/2023 16303 NEM Customer NEM Closeout Check reissued -1.91 Check 09/01/2023 16304 NEM Customer NEM Closeout Check Reissued -16.62 Check 09/01/2023 16305 CCE Customer Res EVSE rebate #REVSE34 -352.09 Check 09/01/2023 16306 CCE Customer Res EVSE rebate #REVSE33 -254.72 Check 09/01/2023 16307 CCE Customer Res EVSE rebate #REVSE35 -255.91 Check 09/01/2023 16308 Willdan Energy Solutions Arcata House PRJ-04551684 -1,600.00 Check 09/01/2023 16309 Willdan Energy Solutions City of Arcata PRJ-04434364 -800.00 Check 09/01/2023 16310 Willdan Energy Solutions Arcata Fire Prot. PRJ-04434222 -800.00 Check 09/01/2023 16311 Willdan Energy Solutions Fortuna Fire Prot. PRJ-04434230 -800.00 Check 09/01/2023 16312 CCE Customer PA Equipment Rebate - Res #DS-R-230815-1515 -100.00 Check 09/01/2023 16313 CCE Customer PA Equipment Rebate - Res #DS-R-230627-1427 -250.00 Bill Pmt -Check 09/01/2023 16314 Hilson, D. Mileage reimbursement - July 2023 -27.77 Bill Pmt -Check 09/01/2023 16315 Humboldt Bay Coffee Co. August 2023 invoices -77.85 Bill Pmt -Check 09/01/2023 16316 Kerekes, C. Mileage reimbursement - August 2023 -34.06 Bill Pmt -Check 09/01/2023 16317 Kullmann, S. August Mileage and Sept Travel -261.60 Bill Pmt -Check 09/01/2023 16318 Mission Uniform & Linen August 2023 invoices -301.71 Bill Pmt -Check 09/01/2023 16319 Nicklas, Alida M Mileage & Purchase reimbursement - August 2023 -101.16 Bill Pmt -Check 09/01/2023 16320 PG&E EV Account EV stations 07/17/2023-078/14/2023 -1,179.49 Bill Pmt -Check 09/01/2023 16321 PG&E Office Utility 07/17-08/14/23 utilities for 633 3rd Street -954.28 Bill Pmt -Check 09/01/2023 16322 Quest VEEAM O365 Backup 1 yr for 3 users -60.18 Bill Pmt -Check 09/01/2023 16323 Scrapper's Edge Certificate Frames for RCEA Awards -62.24 Bill Pmt -Check 09/01/2023 16324 Stitch Witch Logo gear order - 50% Deposit -271.11 Bill Pmt -Check 09/01/2023 16325 Times Printing Company Qty 51,019 Joint Rate Mailer w/Postage -25,133.00 Bill Pmt -Check 09/01/2023 16326 Times Printing Company August 2023 Late Notice & Move in Invoices -2,430.53 Bill Pmt -Check 09/01/2023 16327 Verbeck, E. 917 3rd St: Soundproofing Office Supplies -105.94 Bill Pmt -Check 09/01/2023 16328 Bithell, M. August 2023 Mileage Reimb -217.46 Bill Pmt -Check 09/01/2023 16329 Boudreau, D. RE+ 2023 Conference Per Diem Meals -260.00 Bill Pmt -Check 09/01/2023 16330 Braun Blaising & Wynne Legal Services - Regulatory -July 2023 -4,994.89 Bill Pmt -Check 09/01/2023 16331 Colonial Life Colonial Life Premiums August 2023 -2,256.20 Bill Pmt -Check 09/01/2023 16332 Docusign eSignature Business Pro Edition, 11 seats & Support -5,368.99 Bill Pmt -Check 09/01/2023 16333 Engel, R. CalCCA Meeting Lodging, Parking, Gas -1,397.02 Bill Pmt -Check 09/01/2023 16334 Food For People, Inc. Donations March- August 2023 -1,300.00 Bill Pmt -Check 09/01/2023 16335 Frontier Energy, Inc. PA Program Consulting - July 2023 -1,584.00 Check 09/01/2023 16336 VISA August 2023 Statement 07/21/2023 - 08/22/2023 -8,265.92 Check 09/01/2023 16337 CCE Customer CCE Equipment Rebate - Res #DS-R-230712-1468 -100.00 Check 09/01/2023 16338 CCE Customer CCE Equipment Rebate - Res #DS-R-230823-1532 -100.00 Check 09/01/2023 16339 CCE Customer CCE Equipment Rebate - Res #DS-R-230823-1533 -150.00 Check 09/01/2023 16340 CCE Customer CCE Equipment Rebate - Res #DS-R-230823-1530 -350.00 Check 09/01/2023 16341 CCE Customer CCE Equipment Rebate - Res #DS-R-230815-1512 -470.00 Check 09/01/2023 16342 CCE Customer Heat Pump Rebate #DS-R-230608-1386 -975.00 Check 09/01/2023 16343 CCE Customer Heat Pump Rebate #DS-R-230627-1431 -1,050.00 Check 09/01/2023 16344 CCE Customer Heat Pump Rebate #DS-R-230719-1480 -2,250.00 Check 09/01/2023 16345 CCE Customer Heat Pump Rebate #DS-R-230810-1504 -800.00 Check 09/01/2023 16346 CCE Customer Heat Pump Rebate #DS-R-230711-1464 -1,550.00 Check 09/01/2023 16347 California Heating Heat Pump Rebate #DS-R-230404-1176 -17,830.00

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11 Accrual Basis Redwood Coast Energy Authority
Disbursements Report
As of September 30, 2023
Type Date Num Name Memo Amount
Check 09/01/2023 16348 CCE Customer Heat Pump Rebate #DS-R-230404-1176 -750.00 Paycheck 09/01/2023 ACH Employees Payroll -83,284.06
Liability Check 09/15/2023 ACH EDD Taxes,Paydate 9/15/23 -8,177.40 Liability Check 09/15/2023 ACH Internal Revenue Service Taxes, Paydate 9/15/23 -36,733.04 Liability Check 09/15/2023 ACH Newport Group Deferred compensation, Paydate 9/15/23 -13,731.77 Bill Pmt -Check 09/15/2023 ACH Humboldt Sawmill Co. August 2023 Electricity generation -488,409.15 Bill Pmt -Check 09/15/2023 ACH Keenan Anthem Medical Insurance September 2023 -31,565.69 Bill Pmt -Check 09/15/2023 ACH Leapfrog Energy August 2023 RA -36,740.00 Liability Check 09/15/2023 16349 HealthEquity Inc HSA contribution, Paydate 9/1/23 -72.07 Liability Check 09/15/2023 16350 HealthEquity Inc HSA contribution, Paydate 9/15/23 -72.07 Check 09/15/2023 16351 HealthEquity Inc HAS contribution, Paydate 8/18/23 -72.07 Check 09/15/2023 16352 NEM Customer NEM Account Close Out -3,803.63 Check 09/15/2023 16371 CCE Customer CCE Equipment Rebate - Res #DS-R-230907-1563 -150.00 Check 09/15/2023 16372 CCE Customer CCE Equipment Rebate - Res #DS-R-230712-1466 -50.00 Check 09/15/2023 16373 CCE Customer CCE Equipment Rebate - Res #DS-R-230817-1517 -100.00 Check 09/15/2023 16374 CCE Customer CCE Equipment Rebate - Res #DS-R-230824-1536 -500.00 Check 09/15/2023 16375 CCE Customer CCE Equipment Rebate - Res #DS-R-230815-1513 -150.00 Check 09/15/2023 16376 CCE Customer CCE Equipment Rebate - Res #DS-R-230824-1538 -400.00 Check 09/15/2023 16377 CCE Customer Heat Pump Rebate #DS-R-230503-1291 -937.50 Check 09/15/2023 16378 CCE Customer Heat Pump Rebate #DS-R-230711-1465 -975.00 Check 09/15/2023 16379 CCE Customer Heat Pump Rebate #DS-R-230609-1405 -1,700.00 Bill Pmt -Check 09/15/2023 16380 Aiqueous, LLC Stage 6 Next 90 & Stage 7 Jan-Dec 2023 -2,212.50 Bill Pmt -Check 09/15/2023 16381 Alber's Tractor and Ag Work Mowing services for ACV solar site on 9/11 -1,000.00 Bill Pmt -Check 09/15/2023 16382 Ameritas - Dental #010-055098-00001 Dental - October 2023 -2,350.24 Bill Pmt -Check 09/15/2023 16383 Ameritas - Vision 010-055098-00002 Vision - October 2023 -483.32 Bill Pmt -Check 09/15/2023 16384 AT&T RCAM Router charges - ACV: 07/19 - 08/18 -163.00 Bill Pmt -Check 09/15/2023 16385 AT&T RCAM data charges: 08/29 - 09/28/2023 -853.90 Bill Pmt -Check 09/15/2023 16386 AT&T Long Distance Phone charges 08/25/2023 - 09/24/2023 -113.07 Bill Pmt -Check 09/15/2023 16387 Baker Tilly US, LLP Accounting services - period ending 8/30/23 -22,575.00 Bill Pmt -Check 09/15/2023 16388 Boudreau, D. Mileage Reimburement Aug 2023 -20.96 Bill Pmt -Check 09/15/2023 16389 City of Arcata August 2023 Excessive Energy Use Tax #6315 -1,432.64 Bill Pmt -Check 09/15/2023 16390 City of Arcata August 2023 Utility User Tax #6310 -16,982.31 Bill Pmt -Check 09/15/2023 16391 City of Eureka-Water Water service -302.17 Bill Pmt -Check 09/15/2023 16392 Diamond, Nancy Legal Services -7,836.80 Bill Pmt -Check 09/15/2023 16393 Donald Dame Professional Services Aug 2023 -336.00 Bill Pmt -Check 09/15/2023 16394 Enterprise R. Engel Car rental 8/16/23-8/18/23 CalCCA Meeting -85.24 Bill Pmt -Check 09/15/2023 16395 Gwynn, J. Empl Purchase Reimb-Office furniture -160.00 Bill Pmt -Check 09/15/2023 16396 HCOE Business card printing services -194.25 Bill Pmt -Check 09/15/2023 16397 Hilson, D. Mileage reimbursement - Aug 2023 -43.16 Bill Pmt -Check 09/15/2023 16398 HireRight Background Check -163.82 Bill Pmt -Check 09/15/2023 16399 Humboldt Bay Coffee Co. Office Coffee-633 3rd St -51.90 Bill Pmt -Check 09/15/2023 16400 Law Office of David Peffer July 2023 - RuralREN regulatory and legal support -2,976.00 Bill Pmt -Check 09/15/2023 16401 Liebert Cassidy Whitmore Aug 2023 Legal Opinion/Personnel Rule Review -1,251.00 Bill Pmt -Check 09/15/2023 16402 Local Worm Guy Compost pickup - Aug 2023 917 & 633 3rd -60.00 Bill Pmt -Check 09/15/2023 16403 Mission Uniform & Linen Janitorial services -27.53 Bill Pmt -Check 09/15/2023 16404 North Coast Cleaning Cleaning services -970.00 Bill Pmt -Check 09/15/2023 16405 NYLEX.net, Inc. Onsite network support services - September 2023 -70.00 Bill Pmt -Check 09/15/2023 16406 Optimum Business-633 633 3rd St: Phone & Internet access - 08/28 - 09/27/2023 -1,101.17 Bill Pmt -Check 09/15/2023 16407 Pierson Building Center 633 3rd St: Pest Control supplies -20.93 Bill Pmt -Check 09/15/2023 16408 Recology 917 3rd St.: July & Aug 2023 garbage service -207.68 Bill Pmt -Check 09/15/2023 16409 Recology 633 3rd St: Aug 2023 garbage service -40.80 Bill Pmt -Check 09/15/2023 16410 Rennie, J Mileage reimbursement -69.63 Bill Pmt -Check 09/15/2023 16411 Stitch Witch Logo gear order - 50% Deposit -73.32

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12 Accrual Basis Redwood Coast Energy Authority
Disbursements Report
As of September 30, 2023
Type Date Num Name Memo Amount
Bill Pmt -Check 09/15/2023 16412 Times Printing Company Rebate Catalog Qty 500 -198.18 Bill Pmt -Check 09/15/2023 16413 Ubeo Business Services 633 3rd St Printer Charges: 08/06-09/05/23 -163.73 Bill Pmt -Check 09/15/2023 16414 Verizon Wireless Tablet/cell service - 07/29 - 08/28/2023 -1,608.85 Paycheck 09/15/2023 ACH Employees Payroll -86,607.81
Liability Check 09/29/2023 ACH CICCS EAP services Invoice 2023-9 -63.24 Liability Check 09/29/2023 ACH EDD Taxes, Paydate 9/29/23 -7,627.44 Liability Check 09/29/2023 ACH Internal Revenue Service Taxes, Paydate 9/29/23 -34,450.24 Liability Check 09/29/2023 ACH Newport Group Deferred compensation, Paydate 9/29/23 -13,696.98 Bill Pmt -Check 09/29/2023 ACH CalPine Corporation Calpine August 2023 Costs -62,379.36 Bill Pmt -Check 09/29/2023 ACH USDA Loan Payment Q3-2023 -99,885.88 Liability Check 09/29/2023 ACH Ascensus First upload for paydates: 7/7,7/21,8/4,8/18,9/1,9/15 & 9/29 -78,496.62 Liability Check 09/29/2023 16416 HealthEquity Inc HSA Paydate 09/29/23 -72.07 Check 09/29/2023 16417 NEM Customer NEM Account Close Out -386.55 Check 09/29/2023 16418 CCE Customer Res EVSE rebate #REVSE36 -322.71 Check 09/29/2023 16419 CCE Customer CCE Equipment Rebate - Res #DS-R-230914-1596 -100.00 Check 09/29/2023 16420 CCE Customer CCE Equipment Rebate - Res #DS-R-230801-1494 -350.00 Check 09/29/2023 16421 CCE Customer CCE Equipment Rebate - Res #DS-R-230912-1585 -400.00 Check 09/29/2023 16422 CCE Customer Heat Pump Rebate #DS-R-230607-1384-Panel Upgrade -500.00 Check 09/29/2023 16423 CCE Customer CCE Equipment Rebate - Res #DS-R-230922-1608 -50.00 Check 09/29/2023 16424 CCE Customer CCE Equipment Rebate - Res #DS-R-230922-1614 -100.00 Check 09/29/2023 16425 CCE Customer Heat Pump Rebate #DS-R-230303-1110 -1,050.00 Check 09/29/2023 16426 CCE Customer Heat Pump Rebate #DS-R-230925-1617 -1,200.00 Check 09/29/2023 16427 CCE Customer Heat Pump Rebate #DS-R-230823-1528 -700.00 Check 09/29/2023 16428 CCE Customer Heat Pump Rebate #DS-R-230608-1386 Panel Upgrade -500.00 Check 09/29/2023 16429 CCE Customer PA Direct Install Non-RES #DI-NR-221123-0730 -433.79 Bill Pmt -Check 09/29/2023 16430 Amazon.com Monthly billing - August 2023 -5,025.17 Bill Pmt -Check 09/29/2023 16431 Bithell, M. Mileage reimbursement -56.95 Bill Pmt -Check 09/29/2023 16432 Carter Properties, LLC 917 3rd Street Office Lease -Oct 2023 rent -2,300.00 Bill Pmt -Check 09/29/2023 16433 Colonial Life Colonial Life Premiums Sept 2023 -3,412.35 Bill Pmt -Check 09/29/2023 16434 Humboldt Bay Coffee Co. Office Coffee-633 3rd St -34.60 Bill Pmt -Check 09/29/2023 16435 Marshall, M. Per diem - CalCCA board retreat -180.00 Bill Pmt -Check 09/29/2023 16436 Mission Uniform & Linen Janitorial services -215.86 Bill Pmt -Check 09/29/2023 16437 Nicklas, Alida M Mileage reimbursement - Sept 2023 -22.01 Bill Pmt -Check 09/29/2023 16438 NYLEX.net, Inc. Onsite network support services - October 2023 -3,690.00 Bill Pmt -Check 09/29/2023 16439 PG&E CCA August 2023 CCE Charges -21,799.68 Bill Pmt -Check 09/29/2023 16440 PG&E EV Account EV stations 08/15/2023-09/13/2023 -1,181.25 Bill Pmt -Check 09/29/2023 16441 PG&E Office Utility 08/07-09/05/23 utilities for 917 3rd Street -268.08 Bill Pmt -Check 09/29/2023 16442 PG&E Office Utility 08/15-09/13/23 utilities for 633 3rd Street -1,101.44 Bill Pmt -Check 09/29/2023 16443 Reider, S Purchase reimbursement - So. Hum. Workshop pastries -172.04 Bill Pmt -Check 09/29/2023 16444 Shred Aware Shredding services - Sept 2023 -66.95 Bill Pmt -Check 09/29/2023 16445 Stitch Witch 2 Logo gear orders - 50% Remaining Balances -344.42 Bill Pmt -Check 09/29/2023 16446 Times Printing Company Move-in mailers -1,361.95 Bill Pmt -Check 09/29/2023 16447 Winzler, John Office Lease - 633 3rd St October 2023 -7,752.50 Bill Pmt -Check 09/29/2023 16448 Braun Blaising & Wynne Legal Services - Regulatory -August 2023 -10,442.39 Bill Pmt -Check 09/29/2023 16449 Times Printing Company Mailers -865.38 Check 09/29/2023 16450 VISA September 2023 Statement 08/23/2023 - 09/20/2023 -16,158.85 Paycheck 09/29/2023 ACH Employees Payroll -82,958.95
TOTAL -1,466,924.77

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STAFF REPORT
Agenda Item # 4.3
AGENDA DATE: November 16, 2023
TO: Board of Directors
PREPARED BY: Lori Biondini, Business Planning and Finance Director SUBJECT: Fiscal Year 2023-2024 Q1 Budget Versus Actual Report

SUMMARY
The September 2023 Profit and Loss Budget versus Actual report presented this month reflects RCEA’s revenue and expenses for the first quarter (Q1) of the 2023-2024 fiscal year. The income and expense line items are generally expected to total 25% of their respective budgeted amounts at the end of Q1. Net income is at 22%, or very close to the expected number. The largest driver of RCEA’s budget is electricity sales which are at 20% of the expected total for the year. This is also a chance for the Board to review and approve any proposed changes to the budget.

Revenue
Direct Donations - $250
This category is not in the budget and includes any donations made to RCEA.

State Contracts and Grants - $66,828.63
This category income is at less than 1% of the budgeted amount and includes grant funds from the California Energy Commission (CEC) for alternative transportation activities and Program Administrator funds from the State. However, the largest portion of this budget line item is funding for the RuralREN program which Staff are not expecting to receive until late Q2.

Programs - $818,931.45
This category typically includes revenues collected through RCEA’s electric vehicle charging network, REVNet, as well as application fees for other programs such as the Feed-In Tariff. Last quarter and continuing into this quarter, RCEA received delay damage payments from electricity-generation counterparties that failed to meet agreed-upon project milestones. The damage payments are meant to cover the cost of replacement power.

Non-Government Contracts - $72,882.95
This category is at 18% of the budgeted amount and includes the revenue for implementing the Local Government Partnership program with PG&E. The budget total for the fiscal year also includes remaining CEC sub-award funds for the Airport Microgrid which were invoiced in Q2. 15

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Electricity Sales - $20,135,005.69
Revenue from electricity sales is at 20% of the fiscal year budgeted amount. Because this line item is the biggest component of RCEAs budget, load forecasts and anticipated rate changes are tracked daily, and any significant changes that may affect the budget will be communicated to the Board as they come up.

Expenses
Wholesale Power Supply - $16,396,808.08
RCEA’s largest expense is at 21% of the budgeted amount.

Personnel - $1,051,553.04
This category is at 19% of the budgeted amount.

Facilities and Operations - $158,327.76
This category is at 9% of the budgeted amount. This year’s budget includes expenses associated with the design and preliminary development of RCEAs new office space on property acquired in Q2.

Communications and Outreach - $25,024.79
This category is at 4% of the budgeted amount and typically includes large CCE customer mailings that only occur twice per year, as well as RuralREN outreach that will occur in the latter half of the fiscal year.

Professional and Program Services - $574,981.91
This category is at 5% of the budgeted amount. Most category expenses are tracking closer to a quarter of their respective budget however the largest line item, Program Related Services, includes RuralREN administrative and implementation contracts which are in progress and will occur alongside receiving revenue in late Q2 or Q3.

Programs Expenses - $124,114.54
This category is at 42% of the budgeted amount and includes REVNet site host reimbursements which correspond to RCEAs REVNet revenue and is difficult to accurately forecast.

Incentives and Rebates - $83,829.84
This category is at 14% of the budgeted amount. RCEA’s rebates and incentives budget often presents a best-case scenario, and expenses in this category depend on customer uptake of offerings. Some of RCEA’s programs are agile and can pivot to expend dollars where they are most needed.

Non-Operating - $31,157.28
This category is at 10% of the budgeted amount and includes interest on long-term debt as well as regular bank fees.

RECOMMENDED ACTIONS
Accept Quarterly Budget Report for Fiscal Year 2023-2024 Q1. 16

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ATTACHMENTS

1. September 2023 Profit and Loss Budget versus Actual*

2. September 2023 Balance Sheet*
• Included in this Board packet as agenda item 4.4.
17 This page
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left blank.
18 Redwood Coast Energy Authority
Profit & Loss Budget vs. Actual
July through September 2023
Jul - Sep 23 Budget % of Budget
Ordinary Income/Expense
Income
Total 4 GRANTS AND DONATIONS 250.00 0.00 100.0%
5 REVENUE EARNED
Total 5000 · Revenue - government agencies 66,828.63 10,641,170.00 0.63% Total 5100 · Revenue - program related 818,931.45 35,000.00 2,339.8% Total 5400 · Revenue-nongovernment agencies 72,882.95 400,000.00 18.22% Total 5500 · Revenue - Electricity Sales 20,135,005.69 98,822,720.00 20.38% Total 5 REVENUE EARNED 21,093,648.72 109,898,890.00 19.19% Total Income 21,093,898.72 109,898,890.00 19.19%
Gross Profit 21,093,898.72 109,898,890.00 19.19%
Expense
Total 6 WHOLESALE POWER SUPPLY 16,396,808.08 77,731,548.00 21.09% Total 7 PERSONNEL EXPENSES 1,051,553.04 5,434,518.00 19.35% Total 8.1 FACILITIES AND OPERATIONS 158,327.76 1,754,484.00 9.02% Total 8.2 COMMUNICATIONS AND OUTREACH 25,024.79 622,590.00 4.02%

8.4 PROFESSIONAL & PROGRAM SRVS
8400 · Regulatory 32,106.52 205,000.00 15.66%
8410 · Contracts - Program Related Ser 17,967.50 8,080,900.00 0.22% 8420 · Accounting 54,278.51 191,000.00 28.42%
8430 · Legal 37,024.70 195,000.00 18.99%
8450 · Wholesale Services - TEA 204,281.07 766,853.00 26.64% 8460 · Procurement Credit - TEA 42,695.53 635,821.00 6.72% 8470 · Data Management - Calpine 186,628.08 887,187.00 21.04% Total 8.4 PROFESSIONAL & PROGRAM SRVS 574,981.91 10,961,761.00 5.25% Total 8.5 PROGRAM EXPENSES 124,114.54 290,014.00 42.8%
Total 8.6 INCENTIVES & REBATES 83,829.84 591,500.00 14.17% Total 9 NON OPERATING COSTS 31,157.28 304,500.00 10.23% Total Expense 18,445,797.24 97,690,915.00 18.88%
Net Ordinary Income 2,648,101.48 12,207,975.00 21.69%
Net Income 2,648,101.48 12,207,975.00 21.69%

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19 Redwood Coast Energy Authority
Balance Sheet
As of September 30, 2023
Sep 30, 23
ASSETS
Current Assets
Checking/Savings
1010 · Petty Cash 300.00
1060 · Umpqua Checking Acct 0560 21,850.44
1071 · Umpqua Deposit Cntrol Acct 8215 14,802,648.45
1075 · Umpqua Reserve Account 2300 1,700,000.00
1076 · First Republic Bank - 4999 400,068.04
Total Checking/Savings 16,924,866.93
Total Accounts Receivable 78,486.70
Other Current Assets
1101 · Allowance for Doubtful Accounts -5,377,982.30
1103 · Accounts Receivable-Other 18,510,493.55
1120 · Inventory Asset 35,452.21
1205 · Prepaid Insurance 8,370.99
1210 · Retentions Receivable 6,609.18
1499 · Undeposited Funds 26.00
Total Other Current Assets 13,182,969.63
Total Current Assets 30,186,323.26
Total Fixed Assets 9,052,761.14
Other Assets
1700 · Security Deposits 4,153,623.26
Total Other Assets 4,153,623.26
TOTAL ASSETS 43,392,707.66

LIABILITIES & EQUITY
Liabilities
Current Liabilities
Total Accounts Payable 4,662,712.68
Total Credit Cards 3,329.61
Other Current Liabilities
2002 · Deposits Refundable 1,521,045.01
2011 · NEM Escrow Liability 145,802.73
2013 · Unearned Revenue - PA 2020-2023 89,808.97
Total 2100 · Payroll Liabilities 168,474.74
2200 · Accrued Expenses
2221 · Electrical Energy Surcharge 39,121.33
Total 2200 · Accrued Expenses 39,121.33
Total Other Current Liabilities 1,964,252.78
Total Current Liabilities 6,630,295.07
Long Term Liabilities
Total 2700 · Long-Term Debt 6,149,403.16
Total Long Term Liabilities 6,149,403.16
Total Liabilities 12,779,698.23
Equity
2320 · Investment in Capital Assets 153,263.67
3900 · Fund Balance 27,811,644.28
Net Income 2,648,101.48
Total Equity 30,613,009.43
TOTAL LIABILITIES & EQUITY 43,392,707.66

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STAFF REPORT
Agenda Item # 4.5
AGENDA DATE: November 16, 2023
TO: Board of Directors
PREPARED BY: Dana Boudreau, Director of Infrastructure Planning Mike Avcollie, Senior Manager
SUBJECT: Rural Electric Vehicle Charging CEC Grant Equipment Purchase

BACKGROUND
On December 14, 2021, the California Energy Commission (CEC) released a Grant Solicitation entitled “Rural Electric Vehicle (REV) Charging” under the Clean Transportation Program. This grant solicitation was an offer to demonstrate replicable and scalable business and technology models for deployment of public electric vehicle (EV) charging infrastructure capable of maximizing access and EV travel for rural residents.

In September 2022, RCEA received a Notice of Proposed Award, and the contract was fully executed, with Board approval, in March 2023. On September 28, 2023, the Board approved entering into an agreement with Whitchurch Engineering based on their proposal submitted in response to a competitive solicitation for design and engineering services for the project. The goal of this project is to install sixteen (16) dual-port Level 2 electric vehicle charging stations at ten (10) sites at strategic community hub locations around Humboldt County. The project started in April 2023, with a deadline of March 2028. Construction plan sets are expected to be finalized by the end of the year.

SUMMARY
RCEA currently owns and operates 27 charging stations, the oldest of which was installed in 2011. Up until 2019, equipment selection was based on cost effectiveness, availability, perceived quality of hardware, funder specifications, and networking support. Over time, the maintenance record for the network has demonstrated that stations manufactured by ChargePoint have significantly less call-out incidents and significantly less non-operational hours in comparison to the non-ChargePoint stations. It was also determined that a single network provider/user platform would require less staff time to learn and monitor. This led to a decision to update non-ChargePoint stations with ChargePoint equipment in 2019 when State funding became available to do so. Staff continues to propose ChargePoint equipment for additions to RCEA’s network.

Staff are requesting approval to purchase ChargePoint equipment hardware from a vendor, based on lowest cost and availability for on-schedule project construction. Staff received pricing quotes from three different vendors that ranged from $214,497.08 (local vendor, Campton Electric) to $279,103.72 (directly from ChargePoint, the equipment manufacturer). Staff is requesting the 21

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Board authorize the purchase of ChargePoint equipment from Campton Electric in an amount not to exceed $235,946 (the quoted price plus a 10% contingency).

Staff will be issuing a public works solicitation in December to secure an installation contractor to be ready for construction in Spring 2024. The solicitation will be drafted with input from general counsel.

ALIGNMENT WITH RCEA’S STRATEGIC PLAN
By expanding our existing EV charging network and enabling future resiliency work at locations across the county, this project contributes to these Strategic Plan goals:
• 2.1.5 Integrate Distributed Energy Resources.
• 3.2.2 Promote Advanced Fuels.
• 3.2.3 Support Electric Vehicle Adoption.
• 3.3.1 Develop Transportation Electrification Infrastructure. • 3.3.4 Promote Vehicle-to-Grid Connection.

EQUITY IMPACTS
The grant solicitation required that at least 50% of project budget be spent on low-income or disadvantaged communities or both. RCEA’s “North Coast Plug-In Electric Vehicle Charging Network Phase 2” project will support switching from gasoline vehicles to EVs and reduce criteria air pollutants and greenhouse gas (GHG) emissions in California. All project sites are within the AB 1550 Low-income Communities designated area, and an August 2022 California Energy Commission staff report “Localized Health Impacts Report” lists our project sites as meeting one or more Environmental Justice indicators for age, poverty, or unemployment.

FINANCIAL IMPACT
The total project budget is $875,000 and includes $700,000 in CEC grant funds and $175,000 in RCEA matching funds. The estimated purchase cost based on the quotes will be under the amount in the approved grant budget. The not-to-exceed budget for the electric vehicle charging equipment, including warranty and networking plans, is $332,800.

The new charging stations will be capital assets owned and operated by RCEA and will generate revenue from the sale of electricity to EV drivers to help offset operations and maintenance expenses.

STAFF RECOMMENDATION
Authorize Staff to sign check or authorize ACH payment for the purchase of ChargePoint electric vehicle charging equipment from Campton Electric at a price not to exceed $235,946 in fulfillment of CEC Rural Electric Vehicle Charging Grant requirements.

ATTACHMENTS
None.
22

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STAFF REPORT
Agenda Item # 7.1
AGENDA DATE: November 16, 2023
TO: Board of Directors
PREPARED BY: Jocelyn Gwynn, Senior Power Resources Manager Joseph Sloan, Power Resources Specialist
SUBJECT: Bioenergy Market Adjusting Tariff

BACKGROUND
At the September 2023 meeting, staff reported that they expected to bring a proposal to the Board for participation in the statewide Bioenergy Market Adjusting Tariff (BioMAT) program that the California Public Utilities Commission (CPUC) is making available to community choice aggregators (CCA). Until now, BioMAT has only been available to the state’s investor-owned utilities (IOU). The program allows electricity providers to purchase power at premium rates from small (5 MW or less) bioenergy plants, and then recover their above-market costs from electricity ratepayers. Such plants would be new projects powered by feedstocks such as dairy biogas, food waste digester gas, or residual material from agriculture and sustainable forestry, and would be subject to permitting and air quality regulations applicable to new generation facilities. On October 10, 2023, the CPUC issued a proposed decision1 in the BioMAT proceeding for implementation of CCA participation, which requires interested CCAs to submit their program documentation to the CPUC within 30 days of the adoption of the proposed decision. The proposed decision could be heard as soon as November 16, 2023.

SUMMARY
Staff are seeking approval to offer a BioMAT program and submit RCEA’s program documentation to the CPUC, which would be due before the December Board meeting if the CPUC adopts the proposed decision in November. The proposed decision directs CCAs to develop standard BioMAT program documents based on the structure and content of the IOU BioMAT program documents. Thus, RCEA’s program documents will be substantively similar to PG&E’s, including the Tariff2
, standard Power Purchase Agreement (PPA)3, and Program 1 https://docs.cpuc.ca.gov/PublishedDocs/Efile/G000/M520/K541/520541653.PDF 2 https://www.pge.com/content/dam/pge/docs/about/doing-business-with-pge/ELEC_SCHEDS_E-BioMAT_June2022.pdf 3 https://www.pge.com/assets/pge/docs/about/doing-business-with-pge/79-1172_BioMATPPA_June2022.pdf 23

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Participation Request Form4
. The following are key features of the BioMAT program that RCEA’s program documents will be consistent with.

Eligibility Criteria:
• Projects must have a nameplate capacity of 5 MW or less, and a maximum contract capacity of 3 MW.
• The commercial operation date for the facility must be on or after June 1, 2013. • Projects must be located within the service area of the IOU in which the CCA serves its customers and must interconnected to the transmission or distribution system. • Projects must have received their initial interconnection study results.

Capacity: A total of 250 MW of capacity is allocated for the BioMAT program across all of California. This is currently distributed between the IOUs, with 111 MW of capacity allocated to PG&E territory. Only 38 MW of PG&E’s allocated capacity has been contracted, leaving 73 MW of total uncontracted capacity available.

Technology Categories:
• Category 1: 110 MW sourced from biogas wastewater treatment, municipal organic waste diversion, food processing, and codigestion;
• Category 2: 90 MW sourced from dairy and other agricultural bioenergy; and • Category 3: 50 MW sourced from byproducts of sustainable forest management.

For a project to qualify for any category, 100% of the fuel used must have Renewable Portfolio Standard (RPS) designation and at least 80% of the fuel must be from that applicable category, with the exception of Category 2 which must be 100% dairy waste5 . Plant owners are required
to submit fuel use attestations at the time of signing a PPA and thereafter on an annual basis.

Pricing: The BioMAT pricing mechanism is a market-adjusting feed-in tariff (FIT) mechanism, similar to that of RCEA’s FIT program. There is a different price per MWh for each category, subject to increase or decrease by $4 to $12 per MWh in each two-month program period according to the subscription rate within each category on a statewide basis. The current prices by category are shown in the table below.

Category Current Price
1 $127.72
2 $187.72 (Dairy)
$183.72 (Other Ag)
3 $199.72
Program Administration: the proposed decision directs CCAs to develop BioMAT webpage portals on the existing Accion website platform (see PG&E’s BioMAT portal for example), and to have all BioMAT applicants submit documents to CCAs via that Accion portal. The proposed 4 https://pgebiomat.accionpower.com/_pgebiomat/doccheck.asp?doc_link=_pgebiomat/docs/FIT/2015/document s/b.%20Guidance%20Docs/1.%20PPR%20Worksheet/PGandE%20BioMAT%20PPR%20Form%20Worksheet.docx 5 See section 4.13 of PG&E BioMAT Tariff, “Fuel Resource Requirements” 24

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decision also directs CCAs and IOUs to contract with an independent third party to manage the BioMAT contract offer process, including project queues, offers, offer acceptance, and contract awards. CCAs are to develop standard templates for reporting forecasted costs, which shall be aligned with the templates used by the incumbent IOU, and to submit these to the Commission for approval.

Cost Recovery: Most BioMAT costs are eligible to be recovered from customers through non-bypassable charges in IOU Public Purpose Program (PPP) surcharges. All customers within the IOU territory, bundled and unbundled, pay these non-bypassable PPP charges. CCAs will be required to submit cost forecasts for the upcoming year and true-up costs for the prior year annually to the CPUC for approval to recover BioMAT revenue requirements. The following are eligible for cost recovery:
• PPA costs above the CPUC’s published Market Price Benchmarks for energy, renewable energy certificates, and resource adequacy,
• Accion website platform costs,
• Independent third-party program administrator costs.

ALIGNMENT WITH RCEA’S STRATEGIC PLAN
The BioMAT program and any resultant contracts would align with the following strategies:

4.1.11.1 Support Biomass Fuels Reduction and Utilization. Develop strategies and technologies for improved biomass utilization in ways that effectively support restoration objectives and fire management priorities.

4.1.11.2 Procure Local Biomass Energy. Contract with local biomass facilities as a means of providing locally generated renewable power and managing wood waste from mills and, when feasible and appropriate, from forest management and restoration activities.

4.1.11.5 Promote Small-Scale Biomass Generation Sites. Monitor feasibility of smaller and/or mobile biomass electric generators fed with wood waste and very small diameter logs (e.g., from thinning for fire safety and timber harvest slash).

4.1.11.6 Plan for a Long-Term Transition Away from Direct Combustion of Forest-Derived Biomass and Toward Lower-Impact Uses of this Material. Investigate and pursue development funding for alternative pathways that could address local forest products industry biowaste management needs, including … Emerging biomass energy technologies, including but not limited to gasification, torrefaction, and briquetting.

4.1.11.7 Pursue Biogas Development. Support HWMA and others with the evaluation and development of organic waste digesters.

EQUITY IMPACTS
Prospective generation resources contracted under BioMAT could potentially improve local air quality conditions within some of Humboldt’s most vulnerable communities by diverting organic wastes and forest fuels into energy production that is cleaner than open decomposition or 25

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combustion. An RCEA BioMAT program also has the potential to create new skilled jobs in Humboldt County power plant facilities and generate revenue for locally-operated projects.

FINANCIAL IMPACT
Deciding to offer a BioMAT program does not obligate any contractual arrangements for purchase of bioenergy. Any eventual BioMAT PPAs would be brought back to the Board for consideration. Other than staff and legal counsel time to prepare, review, submit the documents, and then administer the program, this decision does not have any financial impacts. As previously described, above-market power costs and some program administration costs will be eligible for cost recovery via the PPP non-bypassable charges.

STAFF RECOMMENDATION
Authorize the Executive Director to approve final RCEA BioMAT program documents for submission to the CPUC, consistent with the substantive terms and conditions of PG&E’s BioMAT program, with approval by RCEA General Counsel.
26 Bioenergy Market Adjusting Tariff (BioMAT)
Presentation to RCEA Board of Directors
November 16, 2023
Outline
BioMAT background
CCA participation
Program criteria
Program pricing
Financial impacts & cost recovery
BioMAT Background
2012 CA Senate Bill 1122, requiring 250 MW of RPS-eligible bioenergy procurement from IOUs Mandated in 2014 by CPUC Decision 14-12-081
250 MW split among IOUs:
111 MW to PG&E
114.5 MW to SCE
24.5 MW to SDG&E
Allows recovery of above-market costs from ratepayers
CCA Participation in BioMAT
Assembly Bill 843 in 2021
CPUC Proceeding opened in October 2022, Proposed
Decision issued Oct 10, 2023
Potential hearing by Commission Nov 30, 2023, CCA
program docs due 30 days after
CalCCA shepherding the CCA participation process,
drafting proforma documents
RCEA will be able to comment on drafts before they are submitted
Any changes to the proforma documents after submission will have to be approved by the Commission
Program Criteria – project
eligibility
o Commercial operation date – on or
after June 1, 2013
o Project size – nameplate capacity ≤ 5
MW, contract capacity ≤ 3 MW
o Location – within IOU service territory
o Interconnection – initial study results
received
Program Criteria – technology
& capacity
Category 1: biogas from wastewater
treatment, organic waste diversion, food
processing, and codigestion
Category 2: dairy and other agricultural
bioenergy
Category 3: byproducts of sustainable forest
management
Cat 1 Cat 2 Cat 3
Statewide MW 110 90 50
PG&E MW 30.5 33.5 47
Remaining PG&E MW 28 11.3 33.1
Program Pricing
Market adjusting price mechanism
PPA prices adjusted every two months,
depending on level of uptake statewide
Prices increase or decrease in increments of
$4, $8, and $12 if successive change in same
direction, resets to $4 whenever direction
reverses.
Separate pricing for each category:

Category Current Price ($/MW)
1 $127.72
2 $187.72 (Dairy) $183.72 (Other Ag)
3 $199.72
Financial Impacts & Cost Recovery
No financial impact beyond staff and legal time
reviewing program documents
Any resulting BioMAT contracts to be brought to
the Board individually
Certain costs eligible for recovery through IOU
Public Purpose Program surcharges:
Above-market PPA costs
Third-party administrator costs
Website provider costs

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STAFF REPORT
Agenda Item # 8.1
AGENDA DATE: November 16, 2023
TO: Board of Directors
PREPARED BY: Jocelyn Gwynn, Senior Power Resources Manager SUBJECT: Sandrini Power Purchase Agreement Second Amendment

BACKGROUND
Over the last several months, the Board has received oral updates from staff and The Energy Authority (TEA) regarding the ongoing delay of the contracted Sandrini Sol 1 project. Sandrini is a 100 MW solar plant being built by EDP Renewables (EDPR) in Kern County that will meet roughly 35-45% of RCEA’s annual energy needs once operational. The delay is mainly due to challenges the project has faced in getting its solar panels through Customs and Border Protection (CBP) while the agency worked to implement the relatively new federal trade regulations under the Uyghur Forced Labor Protection Act (UFLPA). After two full freight shipments of panels were denied entry into the country by CBP for not having sufficient documentation to deny the presumption of forced labor given the Chinese region of origin, a third, small shipment of panels that was delivered via air freight was admitted by CBP. The project is now virtually completely built aside from the solar panels and the supplier is working to manufacture the rest of the panels based on the same manufacturing process as the cleared shipment underwent.

SUMMARY
Staff are seeking approval of the second amendment to the Sandrini power purchase agreement (PPA). The most important amendment is extension of the guaranteed commercial operation date (COD) from June 2023 to June 2024. The financial update the Board received in October 2023 from The Energy Authority (TEA) assumes the project will achieve COD in January 2025, so moving it up to June 2024 will greatly improve the financial outlook for next year. If the project is delayed beyond the guaranteed COD, EDPR has agreed to supply and share cost of replacement product that will ensure RCEA’s compliance with the Renewable Portfolio Standard, for which the fourth compliance period is closing at the end of 2024. In addition to the replacement product, EDPR would pay liquidated damages as in the current PPA, but their total liability prior to COD is capped at the amount of their development security, which is remaining the same.

Another significant amendment is changing the financial settlement point from the NP-15 trading hub in northern California to the SP-15 trading hub in southern California, which is necessary for EDPR to close financing of the project. While most RCEA’s PPAs settle at the individual 27

Page 2 of 3 ends

project’s pricing node, the Sandrini PPA is hub-settled. Pricing at the trading hubs is much more stable than most individual pricing nodes, which is especially important for Sandrini because the southern central valley where it is located is and will continue to be saturated with solar energy, causing volatile and frequently negative pricing at the individual nodes. The SP-15 hub price rarely goes negative and can be easily hedged against RCEA’s load settlement point in northern California. While financial settlement at the SP-15 hub is not as advantageous for RCEA as the NP-15 hub, it is much better than a settlement at the project’s pricing node. This solution greatly mitigates risk to RCEA while ensuring the project can proceed with financing.

The amendment also includes a “right of first refusal” provision, which will eliminate the risk of EDPR terminating the contract and offering the project to another buyer. There are additional minor changes that will be included in the amendment which can be explained at the Board meeting.

ALIGNMENT WITH RCEA’S STRATEGIC PLAN
The Sandrini Sol 1 project aligns with the following RCEA Strategic Plan goals:
• 4.1.1 Maximize the Use of Local Renewable Energy to the Extent Technically and Economically Feasible and Prudent.
• 4.1.2 Minimize Greenhouse Gas Emissions Associated with RCEA’s CCE Program. • 4.1.4 Maximize Renewable Energy Content of RCEA’s CCE Program. • 4.1.8.1 Support Utility Scale Solar Energy Development.

EQUITY IMPACTS
Not applicable, this is an amendment to an existing contract for a non-local project.

FINANCIAL IMPACT
The financial impact of Sandrini’s delay from June 2023 to Jan 2025 was presented to the Board by TEA at the July 2023 meeting as part of the quarterly risk report. That analysis will be updated with a June 2024 COD in the next quarterly risk report in January 2024, and then built into the FY 2024-2025 budget. The financial impact of this amendment is mainly in the form of suspending RCEA’s right to collect any delay damages from EDPR by extending the guaranteed COD. The amendment also mitigates financial harm to RCEA by requiring replacement products to be provided in lieu of the project starting on that date. It is difficult to estimate the impact of the financial settlement change, but it is generally expected that the project will earn less revenue from the SP-15 settlement than it would from NP-15. However, the financial impacts of these changes are significantly less than if RCEA lost the project altogether.

The amendment will ensure the project can move forward with construction and financing, thereby benefiting RCEA financially in the long run by bringing the project online as soon as possible.

STAFF RECOMMENDATION
Staff will recommend one of the following actions pending mutual agreement by parties on a finalized proposed agreement amendment by meeting time:
28

Page 3 of 3 ends

ATTACHMENTS
Resolution 2023-10 - A Resolution of the Board of Directors of the Redwood Coast Energy Authority Approving the Form of and Authorizing the Execution of the Second Amendment to the Power Purchase Agreement with EDPR CA Solar Park II LLC.

Exhibit A: Second Amendment to the Sandrini Power Purchase Agreement NOTE: Exhibit A for this resolution was not available at the time of agenda publication. If it is finalized prior to the meeting, it will be published on https://redwoodenergy.org/board-of-directors. by 3:30 p.m. Thursday, November 16, 2023. 29 1
RESOLUTION NO. 2023-10

A RESOLUTION OF THE BOARD OF DIRECTORS

OF THE REDWOOD COAST ENERGY AUTHORITY

APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION

OF THE SECOND AMENDMENT TO THE POWER PURCHASE AGREEMENT

WITH EDPR CA SOLAR PARK II LLC
WHEREAS, Redwood Coast Energy Authority (“RCEA”) entered into a Power Purchase Agreement with EDPR CA Solar Park II LLC (“EDPR”) on May 5, 2020, and amended such agreement effective June 24, 2022 (“Agreement”), for the Sandrini Sol 1 Solar Park (“Project”) that will generate value for RCEA’s power portfolio and contribute to RCEA’s compliance with state procurement mandates; and WHEREAS, the Project has faced delays in achieving commercial operation due to factors beyond RCEA and EDPR’s control; and
WHEREAS, RCEA and EDPR desire to amend the Agreement as set forth in Exhibit A (“Amendment”) to mitigate the impacts of these delays and to ensure the Project can proceed in development.

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Redwood Coast Energy Authority as follows:

1. The Second Amendment to the Power Purchase Agreement between RCEA and EDPR is hereby approved.

2. The RCEA Executive Director is authorized to execute the Amendment substantially in the form attached hereto as Exhibit A on behalf of RCEA, and, in consultation with legal counsel, is authorized to approve any needed future amendments to the Agreement so long as the term, volume, and price are not changed and the amendment does not fundamentally change the business terms of the Agreement or measurably increase risk exposure for RCEA.

Adopted this ____ day of _________________, 2023.

ATTEST:
______________________________ ____________________________ Sheri Woo, RCEA Board Chair Lori Taketa, Clerk of the Board Date: _________________________ Date: ________________________ 30 2

CLERK'S CERTIFICATE
I hereby certify that the foregoing is a true and correct copy of Resolution No. 2023-10 passed and adopted at a regular meeting of the Redwood Coast Energy Authority, County of Humboldt, State of California, held on the ____ day of __________________, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

Clerk of the Board, Redwood Coast Energy Authority
31 3
Exhibit A: Second Amendment to Power Purchase Agreement between RCEA and EDPR CA Solar Park II LLC
32 33
34 35
36 37
38 39
40 41
Sandrini Power Purchase Agreement
Second Amendment
Presentation to RCEA Board of Directors
November 16, 2023
Background
• 100 MW solar project in Kern County
• Will meet 35-45% of RCEA’s load
• PPA signed with EDP Renewables May 2020
• Original commercial operation date December 2022
• First PPA amdendment extended COD to June 2023 due to permitting delay and DOC anti-circumvention investigation • 2023 panel detention and eventual rejection by Customs & Border Protection
• CBP cleared small shipment enabling manufacture of panels Project Photos
Amendment Summary
• Extension of the guaranteed COD to June 1, 2024
• Requirement of replacement product if GCOD not met
• Change in financial settlement point from NP-15 to SP-15 for project financing
• Right of first offer provision
• PPA prepayment language
Replacement Product Provision
• PCC1 Renewable Energy Certificates and energy supplied by EDPR if project delayed beyond June 1, 2024
• In addition to liquidated damages
• SB 350 compliance for long-term RPS procurement
• Structured based on tight REC market:
• Initial batch to be procured within a month
• If needed, EDPR shares cost with RCEA
• If not needed, RCEA sells or keeps RECs
• Additional replacement product can be procured later at RCEA’s option Financial Settlement Point
• PPA hub settlement adjustment:
• If the project earns more revenue in the
market than the hub price, RCEA pays
EDPR
• If the project earns less in the market,
EDPR pays RCEA
• Price differential between NP-15 hub
and project pricing node (P-node) is
widening with solar saturation
P-node
NP-15
SP-15
Financial Settlement Point
SP-15 not as advantageous as NP-15, but much better than P-node Price differential between hubs and P-node (solar hours 9am-5pm) Other Financial Impacts
• Deferral of RCEA’s right to collect damages
• Avoiding RPS compliance penalties by supplying
replacement RECs
• Ensuring project can proceed in development

STAFF REPORT
Agenda Item # 8.2
AGENDA DATE: November 16, 2023
TO: Board of Directors
PREPARED BY: Eileen Verbeck, Deputy Executive Director
SUBJECT: Request for Qualifications for Architectural and Engineering Design Work for New Construction of RCEA Office Building at 805 Third Street

BACKGROUND
Since 2020, RCEA has been working toward acquisition of an office building that would provide enough office space for existing staff, provide an on-site location for public meetings, and a space open to the public for educational and outreach material. In October 2023, RCEA closed escrow on Assessor’s Parcel Number 001-131-007, 805 3rd Street, which is a vacant lot situated at the northeast corner of Third and I Streets. The lot is 6,600 square feet and located in the City of Eureka’s Office and Multi-Family Residential Zone (OR). The lot is in the City of Eureka’s Parking Assessment District, which does not require parking for non-residential uses. Per Eureka Municipal Code Sec. 10-5.201, there are no setbacks in the OR zone district.

SUMMARY
Staff propose to issue a Request for Qualifications (RFQ) to solicit proposals from qualified firms to provide complete architectural design, engineering services, and construction support for new construction of RCEA’s office building. The scope of work will include:
• Act as RCEA’s professional consultant in all phases of the Project; • Evaluate existing site conditions and constraints;
• Architectural and engineering services including civil, structural, mechanical, plumbing and electrical;
• Preparation and submittal of permits necessary for the project; • Completion of a bid package;
• Management of the bid process; and
• Construction Management Services.

Evaluation and Selection: Staff are still drafting the request for qualifications and recommend that the Board of Directors authorize the already formed ad hoc building relocation subcommittee to review the proposed weighted scoring criteria to be used in evaluation of proposals prior to release. Additionally, staff is requesting the Board to authorize this ad hoc subcommittee to approve the selected proposal based on the selection criteria. The successful proposal will be brought back to the full Board for review and approval of the resulting contract. 42 ALIGNMENT WITH RCEA’S STRATEGIC PLAN
RCEA’s strategic goals will be incorporated in the request for qualifications scope of work and evaluation criteria.

EQUITY IMPACTS
As with all RCEA’s solicitations, the RFQ will encourage potential respondents who may qualify as a diverse business enterprise under the CPUC’s Supplier Diversity Program to sign up for certification through the program clearinghouse.

FINANCIAL IMPACT
The FY 2023-2024 budget included $500,000 for the acquisition and development of property.

The property acquisition total cost was $286,880.20. RCEA has a remaining budget in FY 2023- 2024 of $213,119 for planning and design.

Staff will come back to the Board with approval of a contract for architectural and engineering design, and at that time will discuss the financial impact of the contract. The proposed work will span multiple fiscal years, and staff will plan accordingly in the development of the FY 2024- 2025 budget.

STAFF RECOMMENDATION

1. Authorize staff to issue the request for qualifications for architectural and engineering design work for new construction of RCEA office building at 805 Third Street Eureka, CA.

2. Authorize the ad hoc building relocation subcommittee to act as a review committee and authorize it to take the following actions: (i) approve evaluation criteria, (ii) approve selected proposal based on the selection criteria to bring to the full Board for review and approval of resulting contract.
43 RCEA Board of Directors Meeting
November 16, 2023

8.2 Request for Qualifications for
Architectural and Engineering Design
Work for New Construction of RCEA
Office Building at 805 Third Street,
Eureka, CA.

RCEA Board of Directors Meeting
November 16, 2023
SOLD
RCEA Board of Directors Meeting
November 16, 2023
Scope of Work to Include:
• Act as RCEA’s professional consultant in all phases of the Project; • Evaluate existing site conditions and constraints;
• Architectural and engineering services including civil, structural, mechanical, plumbing and electrical;
• Preparation and submittal of permits necessary for the project; • Completion of a bid package;
• Management of the bid process; and
• Construction Management Services.

RCEA Board of Directors Meeting
November 16, 2023

8.2 RFQ for Architectural and Engineering
Design

STAFF RECOMMENDATION

1. Authorize staff to issue the request for qualifications for architectural and engineering design work for new construction of RCEA office building at 805 Third Street Eureka, CA.

Page 1 of 2 ends

STAFF REPORT
Agenda Item # 9.1
AGENDA DATE: November 16, 2023
TO: Board of Directors
PREPARED BY: Jocelyn Gwynn, Senior Power Resources Manager SUBJECT: RCEA-SCPA Resource Adequacy Agreement

BACKGROUND
The California Public Utilities Commission (CPUC) has issued two Decisions 21-06-035 and 23- 02-040 to address the mid-term reliability needs of the state’s grid in 2023-2028. These decisions require CPUC-jurisdictional load-serving entities (LSE), including RCEA, to develop and procure new zero-emissions generation and storage capacity to replace retiring nuclear and gas plants. The new resources must be contracted for ten or more years and be able to deliver resource adequacy (RA)1
, such that LSEs can claim the resources for general compliance with the RA program over the life of the contracts.

RCEA has met its full 2023 procurement obligation and part of its 2024 obligation through a contract with Valley Clean Energy that was approved by the Board in January 2023. Staff were expecting to meet the remainder of RCEA’s 2024 obligation with the local Fairhaven Energy Storage project but have been notified by the developer that they expect the project’s online date to be delayed past the June 2024 compliance deadline. Staff are now expecting to count Fairhaven’s capacity toward its 2025-2027 Mid-Term Reliability procurement obligations.

SUMMARY
Given the challenges in procuring compliant capacity for near term years, staff have been seeking procurement bilaterally from other CCAs’ projects. Earlier this summer, Sonoma Clean Power Authority (SCPA) staff offered to resell some of their contracted 2024 capacity to RCEA in an effort to ensure as many CCAs as possible are compliant with the CPUC’s Mid-Term Reliability mandates.

Staff are seeking Board approval to procure 18 MW of capacity from SCPA’s Sagebrush II project, which is a lithium-ion battery energy storage system that is being developed by Terra-Gen in Kern County. The project is expected to reach commercial operation in June 2024 and RCEA would 1 Resource Adequacy is the state’s reliability program that requires LSEs to procure qualifying capacity from power plants equivalent to 116% of their peak demand, thereby making those resources available to the grid operator when there isn’t enough supply to meet forecasted demand. 44

Page 2 of 2 ends

begin taking delivery in August 2024. RCEA would purchase and receive capacity attributes for ten years under this contract and would not have rights to operate the battery system or receive any other energy services from it.

ALIGNMENT WITH RCEA’S STRATEGIC PLAN
Not applicable, this contract is for compliance purposes.

EQUITY IMPACTS
Not applicable, this contract is for compliance purposes.

FINANCIAL IMPACT
Other than staff and legal costs to negotiate and manage the agreement, RCEA’s budget always includes estimated annual RA procurement costs because it is required to purchase for state regulatory compliance and ensuring reliability. The contract price of this agreement is higher than previously executed long-term RA-only contracts, but is aligned with current forecasts of RA prices, which have been increasing dramatically in recent years, in part due to the high demand the CPUC MTR mandates have created.

STAFF RECOMMENDATION
Approve Resolution 2023-11 Approving the Form of and Authorizing the Execution of the Resource Adequacy Agreement with Sonoma Clean Power Authority.

ATTACHMENTS
Resolution No. 2023-11
Exhibit A: SCPA-RCEA Mid-Term Reliability Resource Adequacy Agreement 45 1
RESOLUTION NO. 2023-11

A RESOLUTION OF THE BOARD OF DIRECTORS

OF THE REDWOOD COAST ENERGY AUTHORITY

APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION

OF THE RESOURCE ADEQUACY AGREEMENT

WITH SONOMA CLEAN POWER AUTHORITY
WHEREAS, Redwood Coast Energy Authority (“RCEA”) is subject to procurement mandates from the California Public Utilities Commission, including through Mid-Term Reliability Decision 21-06-035 (“MTR Decision”); and
WHEREAS, RCEA has an urgent, outstanding need to procure Resource Adequacy (“RA”) from new power resources under the MTR Decision with which the Resource Adequacy Agreement (“Agreement”) with Sonoma Clean Power Authority (“SCPA”) will ensure compliance; and WHEREAS, under the SCPA-RCEA MTR RA Agreement, SCPA will provide RCEA with MTR-compliant RA from a new battery storage project for the 10-year term.

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Redwood Coast Energy Authority as follows:

1. The SCPA-RCEA MTR RA Agreement between RCEA and SCPA is hereby approved.

2. The RCEA Executive Director is authorized to execute the Agreement substantially in the form attached hereto as Exhibit A on behalf of RCEA, and, in consultation with legal counsel, is authorized to approve any needed future amendments to the Agreement so long as the term, volume, and price are not changed and the amendment does not fundamentally change the business terms of the Agreement or measurably increase risk exposure for RCEA.

Adopted this ____ day of _________________, 2023.

ATTEST:
______________________________ ____________________________ Sheri Woo, RCEA Board Chair Lori Taketa, Clerk of the Board Date: _________________________ Date: ________________________ 46 2

CLERK'S CERTIFICATE
I hereby certify that the foregoing is a true and correct copy of Resolution No. 2023-11 passed and adopted at a regular meeting of the Redwood Coast Energy Authority, County of Humboldt, State of California, held on the ____ day of __________________, 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

Clerk of the Board, Redwood Coast Energy Authority
47 3
Exhibit A: SCPA-RCEA Mid-Term Reliability Resource Adequacy Agreement 48 RESOURCEADEQUACYAGREEMENT

COVER SHEET
Seller: Sonoma Clean Power Authority, a California joint powers authority.

Buyer: Redwood Coast Energy Authority, a California joint powers authority.

Unit Information
Project Name: Sagebrnsh BESS ~
Resource Type: Lithium Ion batte1y ~ /
Location: Mojave, Kem County '-
CAISO Resource ID: Not available until post CAISO COD
Unit SCIO: Not available until post CAISO COD
Unit NQC: Not available until post CAISO COD
Unit EFC: Not available until post CAISO COD
Maximum Cumulative Capacity Not available until post CAISO COD Category (1, 2, 3 or 4):

FCR Category (1, 2 or 3): Not available until post CAISO COD Path 26 (North or South): South /
Local Capacity Area (if any, as NIA
of Effective Date):

Deliverability restrictions, if NIA
any, as described in most
recent CAISO deliverability
assessment:

RA Product and Attributes: Dming the Delive1y Te1m, Seller shall provide Buyer with the Contract Quantity of RAR Attributes and, if applicable, LAR Attributes and FCR Attributes, from each Unit, as measured in MWs, in accordance with the te1ms and conditions of this Agreement.

IZI RAR Attributes
□ LAR Attributes
IZI FCR Attributes
Milestones
Milestone
Evidence of Site Control
Phase I and Phase II Interconnection
Expected Date for Completion
Completed
Completed
49 Milestone Expected Date for Completion
Study Results obtained
Full Capacity Deliverability Status Completed
obtained
Expected Construction Start Date
Expected Commercial Operation Date
-
Delivery Term: 10 years
-
Contract Quantities: The Contract Quantities for the entire Delive1y Te1m shall be:

RAR Attributes: 18 MW of nameplate capacity
LAR Att1·ibutes: 0 MW, subject to revision pmsuant to Section 3.1.

FCR Attributes: as available, up to 18 MW of nameplate capacity Contract Price: - per kW-month
Scheduling Coordinator: Seller or Seller's Agent
Expected Initial Delivery Date: 08/01/2024
50 NOTICES
Seller

SONOMA CLEAN POWER AUTHORITY
All Notices:

Street: 431 East Street City: Santa Rosa, CA
95404
Attn: Deb Emerson
Reference Numbers:

PA
Buyer

REDWOOD COAST ENERGY AUTHORITY
All Notices:

Redwood Coast Energy Authotity
Attn: Richard Engel
633 3rd St
Emeka, CA 95501
Phone: 707-382-6440
Facsimile: 707-269-1777
Invoices:

Attn: Accounting
Phone: 707-269-1700, ext. ■
Facsimile: 707-269-1777
Payments:

Attn: Accounting
Phone: 707-269-1700, ext. ■
Facsimile: 707-269-1777
51 Seller

SONOMA CLEAN POWER AUTHORITY
Notice of an Event of Default to:

Attn: Deb Emerson
With additional Notices of an Event of Default
to:

Attn: Deb Emerson
Buyer

REDWOOD COAST ENERGY AUTHORITY
Notice of an Event of Default to:

Attn: Loli Biondini
Director of Business Planning and Finance
With additional Notices of an Event of Default to:

RCEA General Counsel
Nancy Diamond, Law Offices of Nancy Diamond
822 G Street, Suite 3
Arcata CA 95521
52 TABLE OF CONTENTS
ARTICLE 1 : DEFINITIONS .......................................... .............................. ........................... ................................. 2 ARTICLE 2 : DELIVERY TERl'\f AND CONDITIONS PRECEDENT ............................................................. 10 ARTICLE 3 : TRANSACTION, DELIVERY AND PAYMENT .......................................................................... 11 ARTICLE 4 : CAISO OFFER REQUIREMENTS ................................................................................................ 16 ARTICLE 5: BUYER'S RE-SALE OF PRODUCT .............................................................................................. 16 ARTICLE 6: [RESERVED) .. .................................................................................................................................. 17 ARTICLE 7: ......................................................................................... 17 ARTICLE 8: PAYMENT AND NETTING ............................................................................................................ 18 ARTICLE 9: NOTICES ........................... ........................ ... ........................... .......................................................... 19 ARTICLE 10: FORCE MAJEURE ........................................................................................................................ 20 ARTICLE 11: EVENTS OF DEFAULT; REMEDIES ......................................................................................... 21 ARTICLE 12: LIMITATIONS ............................................................................................................................... 23 ARTICLE 13: REPRESENTATIONS; WARRANTIES; COVENANTS ........................................................... 23 ARTICLE 14: ASSIGNMENT ................................................................................................................................ 27 ARTICLE 15: DISPUTE RESOLUTION .............................................................................................................. 27 ARTICLE 16: INDEMNIFICATION ..................................................................................................................... 27 ARTICLE 17: [RESERVED) .......................................... ... ...................................................... ............................... 28 ARTICLE 18: CONFIDENTIAL INFORMATION ............................................................................................. 28 ARTICLE 19 : PROJECT CONSTRUCTION AND COMMERCIAL OPERATION ...................................... 29 ARTICLE 20: GOVERNMENTAL CHARGES ................................................................................................... 30 ARTICLE 21: MISCELLANEOUS ........................................................................................................................ 30 EXHIBIT A: DESCRIPTION OF PROJECT ................................................................................................................ l 53 RESOURCEADEQUACYAGREEMENT

PREAMBLE
This Resource Adequacy 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 te1ms used in this Agreement are used with the meanings ascribed to them in Article 1 to this Agreement.

RECITALS
WHEREAS, Seller desires to sell, and Buyer desires to purchase, on the tenns and conditions set fo1t h in this Agreement, the Product;
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 Patties agree to the following:

ARTICLE 1: DEFINITIONS

1.1. Contract Definitions. The following tenns, when used herein with initial capitalization, shall have the meanings set fo1th below:
"Agreement" has the meaning set fo1th in the Preamble.
"Alternate Capacity" means any replacement Product which Seller has elected to provide to Buyer from Replacement Units in accordance with the te1ms of Section 3.5. "Applicable Laws" means any law, rnle, regulation, order, decision, judgment, or other legal or regulato1y determination by any Governmental Body having jurisdiction over one or both Patties or this Agreement, including without limitation, the Tariff. "Availability Incentive Payments" shall mean Availability Incentive Payments as defined in FERC filing ER09-1064 or such other similar te1m as modified and approved by FERC thereafter to be inco1porated in the Tariff or othe1w ise applicable to CAISO. "Availability Standards" shall mean Availability Standards as defined in FERC filing ER09-1064 or such other similar tenn as modified and approved by FERC thereafter to be inco1porated in the Tat·iff or othe1w ise applicable to CAISO. "Bankrupt" means with respect to any entity, such entity (i) files a petition or othe1w ise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankrnptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it and such petition filed or commenced against it is not stayed or dismissed within ninety (90) days thereafter, (ii) makes an assignment or any general anangement for the benefit of creditors, (iii) othe1w ise becomes bankrupt or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trnstee, conservator or similar official appointed with respect to it or any substantial po1tion of its prope1ty or assets, or (v) is generally unable to pay its debts as they fall due.
2 54
"Bridge Capacity" means System RAR capacity attributes. "Business Day" means any day except a Saturday, Sunday, or a Federal Rese1ve Bank holiday in California.
"Buyer" has the meaning specified in the introduct01y paragraph hereof. "Buyer Joint Powers Agreement" means that ce11ain Amended and Restated Joint Powers Agreement dated as of December 15, 2015, as amended from time to time, under which Buyer is organized as a Joint Powers Authority in accordance with the Joint Powers Act, Government Code §§ 6500.
"CAISO" means the California Independent System Operator or its successor. "CAISO Control Area" has the meaning set fo11h in the Tariff. "CAISO Controlled Grid" has the meaning set fo11h in the Tariff. "Capacity Attributes" means any and all of the following attributes: RAR Attributes, LAR Attributes, FCR Attributes.
"Capacity Replacement Price" means (a) the price actually paid for any Replacement Capacity purchased by Buyer pursuant to Section 3.6 hereof, plus costs reasonably incmTed by Buyer in purchasing such Replacement Capacity, or (b) absent a purchase of any Replacement Capacity, the market price for such Contract Quantity not provided at the Delive1y Point. The Buyer shall detennine such market prices in a commercially reasonable manner. "Claims" means all third-pai1y claims or actions, threatened or filed and, whether groundless, false, fraudulent or othe1wise, that directly or indirectly relate to the subject matter of an indemnity, and the resulting losses, damages, expenses, attorneys' fees and comi costs, whether incun ed by settlement or othe1wise, and whether such claims or actions are threatened or filed prior to or after the te1mination of this Agreement.
"Commercial Operation" means the Project has achieved Mechanical Completion, completed commissioning, and has been released by the Developer to Seller for commercial operations, thereby enabling Seller to deliver the Product to Buyer pmsuant to the te1ms of this Agreement.
"Commercial Operation Date" has the meaning set fo11h in Section 19.2(a). "Compliance Showing" means the applicable LSE's compliance with the resource adequacy requirements of the CPUC for an applicable Showing Month. "Construction Start Date" means the date on which the EPC Contractor commences construction.
"Contract Price" has the meaning set fo11h on the Cover Sheet. "Contract Quantity" means, the quantities specified on the Cover Sheet. 3 55
"Contract Year" means a period of twelve (12) consecutive months; the first Contract Year shall commence on the Initial Delive1y Date; and each subsequent Contract Year shall commence on the anniversa1y of the Initial Delive1y Date. The final Contract Year may be a period ofless than twelve (12) consecutive months.
"Contracted Amount" means the Capacity Attributes Seller procmed pmsuant to the Seller Supply Agreement.
"COVID-19" means the epidemic disease designated COVID-19 and the related vims designated SARS-Co V-2 and any mutations thereof, and the effo1is of a Governmental Authority to combat or mitigate such disease.
"CPUC" means the California Public Utilities Commission or its successor. "CPUC Decisions" 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 14-06-050, 15-06-063, 16-06-045, 17-06-027, 18-06-030, 18-06-031, 19- 02-022, 19-06-026, 19-10-021, 20-01-004, 20-03-016, 20-06-002, 20-06-031 , 20-06-028, 20-12- 006, 21-06-029, 21-07-014, 22-06-050, 23-04-010, 23-06-029 and any other existing or subsequent mling or decision, or any other resomce adequacy laws, mles or regulations enacted, adopted or promulgated by any applicable Governmental Authority, however described, as such decisions, mlings, Applicable Laws, mles or regulations may be amended or modified from time-to-time throughout the Delive1y Te1m. "CPUC Filing Guide" means the annual document issued by the CPUC which sets forth the guidelines, requirements and instmctions for LSE's to demonstrate compliance with the CPUC's resource adequacy program.
"Credit Rating" means, with respect to any entity, the rating then assigned to such entity's unsecured, senior long-term debt obligations (not suppo1ted by third-paity credit enhancements) or if such entity does not have a rating for its senior unsecured long-te1m debt, then the rating then assigned to such entity as an issuer rating by S&P or Moody's. If ratings by S&P and Moody's are not equivalent, the lower rating shall apply.
"Defaulting Party" has the meaning set fo1th in Section 11 .1. "Delivery Point" has the meaning specified in Section 3.3. "Delivery Term" has the meaning set fo1t h in Section 2.l(b). "Developer" means the project company that owns and operates the Unit subject to the Seller Supply Agreement.
"Early Termination Date" has the meaning set forth in Section 11 .2. "Effective Date" is the date set fo1th in the Preamble. "Effective Flexible Capacity" means the flexible capacity of a resource that can be counted towai·ds an LSE's FCR obligation, as identified from time to time by the Tai·iff, the CPUC Decisions, LRA, or other Governmental Body having jurisdiction. 4 56
"EPC Contract" means the Developer's engmeenng, procurement and constrnction contract with the EPC Contractor.
"EPC Contractor" means the Developer's engineering, procurement and constrnction contractor or such Person perfonning those functions.
"Equitable Defenses" means any bankmptcy, insolvency, reorganization and other laws affecting creditors' rights generally, and with regard to equitable remedies, the discretion of the comt before which proceedings to obtain same may be pending. "Expected Initial Delivery Date" is the date set fotth on the Cover Sheet. "Event of Default" has the meaning set fo1t h in Section 11 .1. "FCR Attributes" means, with respect to a Unit, any and all flexible resource adequacy attributes that can be counted toward an LSE's FCR, as they are identified from time to time by the CPUC Decisions, the Tariff, an LRA, or other Governmental Body having jurisdiction, exclusive of any LAR Attributes and any RAR Attributes. "FCR Showings" means the FCR Compliance Showings ( or sitnilar or successor showings) an LSE is required to make to the CPUC (and, to the extent authorized by the CPUC, to the CAISO) pursuant to the CPUC Decisions and the Tariff, or to an LRA having jurisdiction over the LSE.
"FERC" means the Federal Energy Regulat01y Comtnission or any successor government agency.
"Flexible Capacity Requirements" or "FCR" means the flexible capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, or by an LRA or other Governmental Body having jurisdiction.
"Force Majeure" has the meaning set fo1th in Section 10.1. "GADS" means the Generating Availability Data System or its successor. "Governmental Approvals" means all authorizations, consents, approvals, waivers, exceptions, variances, filings, pennits, orders, licenses, exemptions, notices to and declarations of or with any Governmental Body and shall include those siting and operating pe1mits and licenses, and any of the foregoing under any applicable environmental law, that are required for the use and operation of the Project.
"Governmental Authority" means any federal, state, provincial, local or municipal government, any political subdivision thereof or any other governmental, congressional or parliamenta1y, regulat01y, or judicial instrnmentality, authority, body, agency, depaitment, bureau, or entity with authority to bind a Patty at law, including CAISO; provided that that "Governmental Authority" shall not in any event include any Party.
"Governmental Body" means (i) any federal, state, local, municipal or other government; (ii) any governmental, regulato1y or adtninistrative agency, collllllission or other authority lawfully exercising or entitled to exercise any adtninistrative, executive, judicial, legislative, police, 5 57
regulat01y or taxing authority or power; and (iii) any cowi or governmental tribllllal; provided that "Governmental Body" shall not in any event include any Paiiy. "Governmental Charges" has the meaning set forth in Section 20.2. "Initial Delivery Date" is the first day of the first Showing Month for which Product is delivered.
"Interconnection Agreement" means the intercollllection agreement entered into by Seller pursuant to which the Project and Seller's Intercollllection Facilities will be interconnected with the Transmission System during the Delive1y Te1m.
"Interconnection Facilities" means the interconnection facilities, control and protective devices and metering facilities required to collllect the Project with the Transmission System in accordance with the Intercollllection Agreement.
"Interest Rate" means, for any date, the lesser of (a) the per annum rate of interest equal to the prime lending rate as may from time to time be published in The Wall Street Journal Ullder "Money Rates" on such day ( or if not published on such day on the most recent preceding day on which published), plus two percent (2%) and (b) the maximum rate pe1mitted by Applicable Law. "Joint Powers Agreement" means, as applicable, the Buyer Joint Powers Agreement or the Seller Joint Powers Agreement.
"LAR" means local area reliability, which is any program of localized resource adequacy requirements established for jurisdictional LSEs by the CPUC pursuant to the CPUC Decisions, or by another LRA having jurisdiction over the LSE, as implemented in the Tariff. LAR may also be known as local resource adequacy, local RAR, or local capacity requirement ("LCR") in other regulato1y proceedings or legislative actions.
"LAR Attributes" means, with respect to a Unit, any and all resource adequacy attributes (or other locational attributes related to system reliability), as they are identified from time to time by the CPUC Decisions, CAISO, LRA, or other Governmental Body having jurisdiction, associated with the physical location or point of electrical interconnection of the Unit within the CAISO Control Area, that can be collllted toward LAR, but exclusive of any RAR Attributes which are not associated with where in the CAISO Control Area the Unit is physically located or electrically interconnected. For clai·ity, it should be understood that if the CAISO, LRA, or other Governmental Body, defines new or re-defines existing local areas, then such change will not result in a change in payments made pursuant to this Agreement. "LAR Showings" means the LAR Compliance Showings ( or similai· or successor showings) an LSE is required to make to the CPUC (and, to the extent authorized by the CPUC, to the CAISO) pursuant to the CPUC Decisions and the Tariff, or to an LRA having jurisdiction over the LSE.
"Letter of Credit" means one or more in-evocable, standby letters of credit issued by a U.S. coillillercial bank or a foreign bank with a U.S. branch with such bank having a Credit Rating of at least BBB+ with an outlook designation of "stable" from S&P or Baal with an outlook designation of "stable" from Moody's, in a fonn to be agreed upon by the Paiiies. "LRA" has the meaning set fo1ih in the Tai·iff.
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"1.§E." means load-serving entity. LSEs may be an investor-owned utility, an electric service provider, a community aggregator or community choice aggregator, or a municipality serving load in the CAISO Control Area (excluding exp01ts). "Mechanical Completion" means that (a) all components and systems of the Project have been properly constrncted, installed and functionally tested according to EPC Contract requirements in a safe and prndent manner that does not void any equipment or system wananties or violate any pennits, approvals or Applicable Laws; (b) the Project is ready for testing and commissioning, as applicable; (c) Seller has provided written acceptance to the EPC Contractor of mechanical completion as that te1m is specifically defined in the EPC Contract. "Milestones" means the events specified on the Cover Sheet. "Monthly Delivery Period" means each calendar month during the Delive1y Te1m and shall conespond to each Showing Month.
"Monthly RA Capacity Payment" has the meaning specified in Section 3.8 hereof. "NERC" means the No1th American Electric Reliability Corporation, or its successor. "NERC Business Day" means any day except a Saturday, Sunday or a holiday as defined by the North American Electric Reliability Council or any successor organization thereto. A NERC Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for the relevant Pmty's principal place of business. The relevant Pa1ty, in each instance unless othe1w ise specified, shall be the Party from whom the notice, payment or delive1y is being sent and by whom the notice or payment or delive1y is to be received.
"NERC/GADS Protocols" means the GADS protocols established by NERC, as may be updated from time to time.
"Net Qualifying Capacity" has the meaning set fo1th in the Tm·iff. "Non-Availability Charges" has the meaning set fo1th in the Tm·iff. "Non-Defaulting Party" has the meaning set fo1th in Section 11 .2. "Notification Deadline" is ten (10) Business Days before the relevant deadlines for the conesponding Compliance Showings applicable to the relevant Showing Month. "Outage" means any CAISO approved disconnection, sepm·ation, or reduction in the capacity of any Unit that relieves all or part of the offer obligations of the Unit consistent with the Tariff. For the avoidance of doubt, Outage shall be deemed to include Planned Outage (as defined below).
"Participating Transmission Owner" means an entity that (a) owns, operates and maintains transmission lines and associated facilities and/or has entitlements to use ce1tain transmission lines and associated facilities and (b) has transfened to the CAISO operational control of such facilities and/or entitlements to be made pmi of the CAISO grid. The Pmticipating Transmission Owner for pmposes of this Agreement is Pacific Gas and Electric Company ("PG&E").
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"Penalty Multiplier" means any multiplier of a penalty that is assessed by the CPUC or CAISO against Buyer due to the prior violations and/or compliance histo1y of Buyer, and which is not solely the result of the occmrence of a failme idenfied in Section 3.7 (a), (b), or (c). "Person" means an individual, paitnership, joint venture, corporation, limited liability company, tmst, association or uninco1porated organization, or any Governmental Body or Governmental Authority.
"Planned Outage" means, subject to and as futther described in the Tariff, a CAISO-approved planned or scheduled disconnection, separation or reduction in capacity of the Unit that is conducted for the pmposes of cany ing out routine repair or maintenance of such Unit, or for the pmposes of new constrnction work for such Unit.
"Product" means the RAR Attributes and, if specified on the Cover Sheet, LAR Attributes and FCR Attributes, for the Delive1y Te1m, Unit, Contract Quantity, Contract Price and other specifications contained on the Cover Sheet.
"Project" means the Unit described on the Cover Sheet and in Exhibit A. "RA Capacity" means the qualifying and deliverable capacity of the Unit for RAR, LAR, and FCR pmposes, as applicable, for the Delivery Tetm, as dete1mined by the CAISO, or other Governmental Body authorized to make such determination under Applicable Laws. RA Capacity encompasses the applicable RAR Attributes, LAR Attributes and FCR Attributes of the capacity provided by a Unit.
"RAR" means the resomce adequacy requirements, exclusive of LAR and FCR, established for LSEs by the CPUC pmsuant to the CPUC Decisions, or by an LRA or other Governmental Body having jmisdiction.
"RAR Attributes" means, with respect to a Unit, any and all resomce adequacy attributes, as they are identified from time to time by the Tat-iff, CPUC Decisions, LRA, or any Governmental Body having jm-isdiction that can be counted towai·d RAR, exclusive of any LAR Attributes and FCR Attributes.
"RAR Showings" means the RAR Compliance Showings ( or similai· or successor showings) an LSE is required to make to the CPUC (and/or, to the extent authorized by the CPUC, to the CAISO), pmsuai1t to the Tariff or CPUC Decisions, or to an LRA having jmisdiction. "Replacement Capacity" has the meaning specified in Section 3.6 hereof. "Replacement Unit" means a generating unit or energy storage unit meeting the requirements specified in Section 3.5 hereof. A Replacement Unit may not include a coal-fired or nucleai· generating resomce.
"Representative" has the meaning set fo1th in Section 18. l(b). "Resold Product" has the meaning set fo1t h in Section 5.1. "Resource Category" shall be as described in the CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time. 8 60
"Sales Price" means the price at which Seller, acting in a colll1llercially reasonable manner, resells at the Delive1y Point any Product not received by Buyer, deducting from such proceeds any (i) costs reasonably incmTed by Seller in reselling such Product and (ii) additional transmission charges, if any, reasonably incmTed by Seller in delivering such Product to the third paiiy pmchasers, or at Seller's option, the mai·ket price at the Delive1y Point for such Product not received as dete1mined by Seller in a colll1llercially reasonable manner; provided, however, (a) in no event shall such price include any penalties, ratcheted demand or similai· charges, nor shall Seller be required to utilize or change its utilization of its owned or controlled assets, including contractual assets, or market positions to minimize Buyer's liability, and (b) if Seller is unable to resell the Product not received by Buyer, then the Sales Price shall be deemed to be zero dollars ($0). For pmposes ofthis definition, Seller shall be considered to have resold such Product to the extent Seller shall have entered into one or more anangements in a commercially reasonable manner whereby Seller repmchases its obligation to pmchase and receive the Product from another paiiy at the Delive1y Point.
"Schedule" or "Scheduling" means the actions of Seller, Buyer and/or their designated representatives, including each Pa1iy's Transmission Providers, if applicable, of notifying, requesting and confnming to each other the quantity and type of Product to be delivered on any given day or days during the Delive1y T e1m at a specified Delive1y Point. "Scheduling Coordinator" has the same meaning as in the Tariff. "~ " has the meaning specified in the introduct01y paragraph hereof. "Seller Joint Powers Agreement" means that certain Joint Powers Agreement dated as of July 25th, 2013, as amended from time to time, under which Seller is organized as a Joint Powers Authority in accordance with the Joint Powers Act, Government Code §§ 6500 et seq. "Seller Supply Agreement" means the agreement between Seller and the project company that owns and operates the Unit identified in Exhibit A under which Seller pmchased product being sold pmsuant to this Agreement.
"Showing Month" shall be the calendai· month during the Delive1y Tenn that is the subject of the RAR Showing, LAR Showing, and/or FCR Showing, as applicable, as set fo1ih in the CPUC Decisions or Tariff. For illustrative pmposes only, pmsuant to the CPUC Decisions in effect as of the Effe.ctive Date, the monthly RAR Showing made in June is for the Showing Month of August. "Site" means the real prope1iy on which the Project is located as identified in Appendix D. "Supply Plan" means the supply plans, or similai· or successor filings, that each Scheduling Coordinator representing RA Capacity submits to the CAISO, LRA, or other Governmental Body, pmsuant to Applicable Laws, in order for that RA Capacity to count, as applicable, for RAR Attributes, LAR Attributes, and/or FCR Attributes.
"Tariff' means the tai·iff and protocol provisions of the CAISO, as amended or supplemented from time to time.
"I!!" or "!!m" means all U.S. federal, state, local and any foreign taxes, levies, assessments, smcharges, duties and other fees and chai·ges of any natme imposed by a 9 61
Governmental Authority, whether cmTently in effect or adopted dming the Delive1y Te1m, including ad valorem, excise, franchise, gross receipts, impo1t/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. "Terminated Transaction" has the meaning set forth in Section 11.2. "Transmission Provider" means the CAISO. "Transmission System" means the transmission facilities operated by the CAISO, which provide energy transmission se1vice within the CAISO grid from the Delive1y Point.
"Unit" or "Units" shall mean the generation and/or storage assets described in the Cover Sheet and Exhibit A hereof and any Replacement Units, from which Product is provided by Seller to Buyer. A Unit or Replacement Unit may not include a coal-fired or nuclear generating resource. "Unit EFC" means the Effective Flexible Capacity set by the CAISO for the applicable Unit.
"Unit NOC" means the Net Qualifying Capacity set by the CAISO for the applicable Unit. "Utility Distribution Company" has the meaning set forth in the Tariff. The Utility Distribution Company for pmposes of this Agreement is PG&E.

ARTICLE 2: DELIVERY TERM AND CONDITIONS PRECEDENT

2.1. Delivery Term.
(a) The tenn of this Agreement shall commence upon the Effective Date and shall continue until the expiration of the Delivery T e1m, provided that this Agreement shall thereafter remain in effect until the Patties have fulfilled all obligations arising under this Agreement, including any compensation for the Product, indemnification payments or other damages, are paid in full (whether directly or indirectly, such as through set-off or netting). All provisions relating to invoicing, payment, delive1y, settlement of other liabilities incmTed pursuant to this Agreement and dispute resolution smvive for the period necessaty to effectuate the rights of the Patty benefited by such provision except as othe1w ise specified herein. Notwithstanding anything to the contraty in this Agreement, (i) all rights under Sections 16 .1 (Indemnities) and any other indemnity rights smvive the end of the Delive1y Te1m for an additional twelve (12) months; (ii) all rights and obligations under Alticle 18 (Confidentiality) smvive the end of the Delive1y Te1m for an additional two (2) years; and (iii) all provisions relating to limitations of liability smvive without limit.
(b) The "Delivery Term" is the period commencing on the Initial Delive1y Date and continuing for the period specified on the Cover Sheet unless eat·lier te1minated in accordance with the te1ms and conditions of this Agreement.

2.2. Conditions Precedent to Initial Delivery Date.
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Seller shall take all actions and obtain all approvals necessruy to meet its obligations of this Agreement and to deliver the Product to Buyer pmsuant to the te1ms of this Agreement. The following obligations of Seller ru·e conditions precedent to the fuitial Delive1y Date ( collectively the "Conditions Precedent") and must be satisfied at least fo1ty-five ( 45) days before the fuitial Delive1y Date,
(a) Seller shall provide to Buyer a copy of the Commercial Operation ce1tificate for the Unit.
(b) Seller shall provide written notice to Buyer that it has received confnmation from the Project Developer that all CAISO and Governmental Approvals have been secured by the Developer as are necessa1y for the safe and lawful operation and maintenance of the Project and to enable Seller to deliver the Product to Buyer at the Contract Quantity. ( c) Seller shall have (i) submitted, or caused the Unit's SC to submit, a Notice to Buyer including Seller's proposed Supply Plan for the first Showing Month and (ii) submitted, or caused the Unit's SC to submit, a Supply Plan to CAISO.

ARTICLE 3: TRANSACTION, DELIVERY AND PAYMENT

3.1. Resource Adequacy Capacity Product.
(a) Sale and Delivery of Product. For each Showing Month of the Delive1y Tetm, Seller will sell and deliver to Buyer, and Buyer will pm-chase and receive from Seller, the Contract Quantity of the Product from the Unit, less any reductions to Contract Quantity pursuant to Section 3.4;provided, notwithstanding anything to the contrruy herein:
(i) the Product does not confer to Buyer any right to the electrical output from the Unit, other than the right to include the Contract Quantity in RAR Showings, LAR Showings, and/or FCR Showings, as applicable, and any other capacity or resource adequacy markets or proceedings as specified in this Agreement;
(ii) any change by the CAISO, CPUC or other Governmental Body that defines new or re-defines existing local capacity areas that results in a decrease or increase in the amount of LAR Attributes or RAR Attributes related to a local capacity area provided hereunder will not result in a change in payments made pursuant to this Agreement; (iii) any change by the CAISO, CPUC or other Governmental Body that defines new or re-defines existing RAR or Flexible Capacity Requirements, LAR Attributes or RAR Attributes, or attributes of the Unit, that results in a decrease or increase in the runount of LAR Attributes or RAR Attributes provided hereunder will not result in a change in payments made pursuant to this Agreement;
(iv) the Patties agree that, under this Agreement, if the CAISO, CPUC or other Governmental Body defmes new or re-defmes existing local capacity ru·eas whereby the Unit subsequently qualifies for a local capacity area, the Product, to the extent specified in the Cover Sheet, shall include all LAR Attributes related to such local capacity area; 11 63
(v) the Parties agree that, lmder this Agreement, no energy or aucillru.y services associated with the Unit is required to be made available to Buyer as pru.t of this Agreement and Buyer shall not be responsible for compensating Seller for Seller's commitments to the CAISO required by this Agreement. Seller retains the right to sell, pursuant to the Tru.·iff, any RA Capacity from the Unit that is in excess of the Unit's Contract Quantity and any RAR Attributes, LAR Attributes, or FCR Attributes not othe1w ise tra11sfe1Ted, conveyed, or sold to Buyer under this Agreement;
(vi) Seller acknowledges that Buyer intends to use this Agreement to comply with mandato1y procurement obligations for incremental, zero-emissions capacity pursuant to D.21-06-035 and D.23-02-040 as subsequently clru.·ified by the CPUC's Energy Division. In accordance with such requirements, Seller represents and wanants that the Project will meet the following requirements throughout the Delive1y T e1m:
(A) the Product qualifies as incremental capacity pursuant to D.21-06-035 and D.23-02-040 and any applicable public guidance documents issued by Energy Division;
(B) the Project is a new resource, which had not achieved Commercial Operation as of the Effective Date of this Agreement; (C) no load serving entity other than Buyer is pe1mitted to claim any po1tio11 of the Product toward D.21-06-035 and D.23-02-040 compliance obligations. (b) Progress Reporting. Seller shall provide Buyer notice of material events that may cause delays in the achievement of the COD by Developer. Seller shall timely provide to Buyer project development infonnation and documentation necessa1y to comply with relevant repo1ting requirements of any Gove1mnental Body or Governmental Authority. ( c) Bridge Capacity. If Seller purchases Bridge Capacity during a delay to the Commercial Operation Date, Seller may elect to offer, in its sole discretion, to provide Bridge Capacity to Buyer in amounts up to the Contract Quantities. If Seller elects to provide Bridge Capacity, Seller shall provide notice to Buyer of the quantity, te1m, and source of Bridge Capacity by no later than sixty (60) days prior to the first Showing Month that Bridge Capacity is available. Buyer shall notify Seller of its acceptance or rejection of the Bridge Capacity within five (5) Business Days of receipt of Seller's offer. All applicable te1ms and conditions of this Agreement shall apply to Bridge Capacity, including but not limited to Section 3.4. For the avoidance of doubt, the Initial Delive1y Date shall only occur after Seller provides Buyer with Product from the Project. If Seller provides Buyer with Bridge Capacity, the associated Contract Quantities do not qualify as Product for pmposes of detennining when the Initial Delive1y Date has occurred.

3.2. Seller's and Buyer's Obligations. Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Contract Quantity of the Product at the Delive1y Point, less any reductions to Contract Quantity pursuant to Section 3.4, and Buyer shall pay Seller the Contract Price. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delive1y Point. 12 64
Buyer shall be responsible for any costs or charges imposed on or associated with the Product or its receipt at and from the Delive1y Point.

3.3. Delivery Point. The "Delive1y Point" for the Unit shall be the CAISO Control Area, and if applicable, the LAR region in which the Unit is electrically interconnected.

3.4. Reductions to Contract Quantity; Delivery of Product. Seller shall provide Buyer with the Contract Quantity of Product for each Showing Month consistent with the following:
(a) No later than the Notification Deadline applicable to each Showing Month, Seller shall submit, or cause the Unit's Scheduling Coordinator to submit, Supply Plans to identify and confnm the Contract Quantity provided to Buyer for each Showing Month of the Delive1y T e1m so that the total amount of Contract Quantity identified and confnmed for such Showing Month equals the Contract Quantity, less any reductions to the Contract Quantity pursuant to this Section 3.4.
(b) Seller's obligation to deliver the Contract Quantity for each Showing Month of the Delive1y Te1m may be reduced at Seller's option by the amount of any Planned Outages which exist with respectto any pol1.ion of the Unit during the applicable Showing Month;provided, (i) Seller notifies Buyer by the Notification Deadline applicable to that Showing Month of the amount of Product from the Unit that Buyer may include in Buyer's Compliance Showings for that month as a result of such Planned Outage, and (ii) such reduction is able to be reflected on the Supply Plan(s)in accordance with the Taiiff. In the event Seller is unable to provide the Contract Quantity for any poliion of a Showing Month because of a Planned Outage of the Unit, Seller has the option, but not the obligation, to provide Product up to the amount of the full Contract Quantity for such Showing Month from Replacement Units, provided Seller provides and identifies such Replacement Units in accordance with Section 3.5.
( c) Seller's obligation to deliver the Contract Quantity for each Showing Month may also be reduced at Seller's option in the event the Unit experiences a reduction in Unit NQC or Unit EFC after the Effective Date as dete1mined by the CAISO; provided, (i) Seller notifies Buyer by the Notification Deadline applicable to that Showing Month of the amount of Product from the Unit that Buyer may include in Buyer's Compliance Showings for that month as a result of such reduction in Unit NQC or Unit EFC, and (ii) such reduction is able to be reflected on the Supply Plan(s)in accordance with the Tariff. In the event the Unit experiences such a reduction in Unit NQC or Unit EFC, Seller has the option, but not the obligation, to provide Product up to the amount of the full Contract Quantity for such Showing Month from (i) the same Unit, provided the Unit has sufficient remaining and available Product or (ii) from Replacement Units, provided Seller provides and identifies such Replacement Units in accordance with Section 3 .5. ( d) Seller's obligation to deliver the Contract Quantity for each Showing Month may also be reduced at Seller's option in the event the Unit fails to deliver the Contracted Amount for any reason, including but not limited to (i) a delay in achieving Commercial Operation by the Unit; (ii) early te1mination of the Seller Supply Agreement; or (iii) a reduction in the Contracted Amount in the Seller Supply Agreement; provided, (A) Seller notifies Buyer by the Notification Deadline applicable to that Showing Month of the amOlmt of Product from the Unit that Buyer may 13 65
include in Buyer's Compliance Showings for that month as a result of a reduction in Seller's supply in accordance with this Section 3.4(d), and (B) such reduction is able to be reflected on the Supply Plan(s)inaccordance with the Tariff. fu the event Seller is unable to provide the Contract Quantity for any po1tion of a Showing Month because of a reduction in Seller's supply in accordance with this Section 3.4(d), Seller has the option, but not the obligation, to provide Product up to the amount of the full Contract Quantity for such Showing Month from Replacement Units, provided Seller provides and identifies such Replacement Units in accordance with Section 3.5.

Notwithstanding the foregoing, if the Contract Quantity is reduced for the remainder of the Tenn due to operational conditions of the Project, Seller shall notify Buyer of such reduction by the Notification Deadline for only the first Showing Month affected by the pe1manent reduction in Contract Quantity.

3.5. Alternate Capacity and Replacement Units. If Seller is unable to provide the full Contract Quantity for any Showing Month for any reason, or Seller desires to provide the Contract Quantity for any Showing Month from a different generating unit other than the Unit, then Seller may, at no additional cost to Buyer, provide Buyer with equivalent capacity with RAR Attributes from one or more Replacement Units, with the total amom1t of Product provided to Buyer from the Unit and Replacement Units up to an amount equal to the Contract Quantity for the applicable Showing Month; provided, in each case Seller shall notify Buyer of the amount of Product that Seller will provide with Alternate Capacity from identified Replacement Unit(s) meeting the above requirements no later than the Notification Deadline. If Seller notifies Buyer in writing as to the pa1ticular Replacement Units and such Units meet the requirements of this Section

3.5, then such Replacement Units shall be automatically deemed a Unit for pm-poses of this Agreement for that Showing Month.

3.6. (RESERVED]

3.7. Indemnities for Failure to Deliver. Seller agrees to indemnify, defend and hold haimless Buyer from any penalties, fines or costs, excluding any Penalty Multiplier applied to such penalties, fines or costs, assessed against Buyer by the CPUC or the CAISO, resulting from any of the following:
(a) Seller's failme to provide any po1tion of the Contract Quantity for the respective Showing Month for the Delive1y Te1m, less any reductions to Contract Quantity pmsuant to Section 3.4;
(b) Seller's fail me to provide notice of the non-availability of any poition of the Contract Quantity consistent with Section 3.4; or
(c) A Unit Scheduling Coordinator's failme to submit accmate Supply Plans or Revised Supply Plans that identify Buyer's right to the Contract Quantity pm-chased hereunder for the respective Showing Month, less any reductions to Contract Quantity pmsuant to Section 3.4, or the annual RA compliance filing dming the Delive1y Te1m.

With respect to the foregoing, the Paities shall use commercially reasonable effo1ts to minimize such penalties, fines and costs; provided that in no event shall Buyer be required to use or change its utilization of its owned or controlled assets or market positions to miniinize these costs, 14 66
penalties and fines. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse Buyer for those penalties, fines or costs, then Buyer may offset those penalties, fines or costs against any future amounts it may owe to Seller under this Agreement.

3.8. Monthly RA Capacity Payment. Buyer shall make a payment to Seller for the Unit, in atTears, after the applicable Showing Month (the "Monthly RA Capacity Payment").

The Pruties agree that all invoices under this Agreement shall be paid in accordance with Section

8. The Unit's Monthly RA Capacity Payment shall be equal to the product of (i) the applicable Contract Price for that Monthly Delive1y Period, (ii) the Contract Quantity actually delivered for the Monthly Delive1y Period, and (iii) 1,000. The final product of this Monthly RA Capacity Payment calculation shall be rounded to the nearest penny (i.e., two decimal places).

3.9. Allocation of Other Payments and Costs.
(a) Seller may retain any revenues it may receive from, and shall pay all costs chru·ged by, the CAISO or any other third paity with respect to any Unit for sales of any products other than the Product sold to Buyer hereunder, including (i) strut-up, shut-down, and minimum load costs, (ii) capacity revenue for ancilla1y services, (iii) energy sales, (iv) any revenues for black stait or reactive power services, or (v) the sale of the unit-contingent call rights on the capacity of the Unit to provide energy to a third paity, so long as such rights do not confer on such third pa1ty the right to claim any p01tion of the RA Capacity sold hereunder in order to make an RAR Showing, LAR Showing, FCR Showing, or any similai· capacity or resomce adequacy showing with the CAISO or CPUC.
(b) Buyer shall be entitled to receive and retain all revenues associated with the Contract Quantity of any Unit during the Delive1y Te1m (including any capacity or availability revenues from RMR Contracts (as defined in the Tariff) for any Unit, Reliability Compensation Services Tariff, and Residual Unit Commitment capacity payments, but excluding payments described in Section 3.9(a) above).
(c) In accordance with Section 3.9 of this Agreement:
(i) all such Buyer revenues described in Section 3 .9(b) received by Seller, or a Unit's Scheduling Coordinator, owner, or operator shall be remitted to Buyer, and Seller shall pay such revenues to Buyer if the Unit's Scheduling Coordinator, owner, or operator fails to remit those revenues to Buyer (and upon any such payment by Seller, Seller shall be subrogated to all rights of Buyer against such Unit's Scheduling Coordinator, owner, or operator for the amount of such revenues paid). If Seller fails to pay such revenues to Buyer, Buyer may offset any amounts owing to it for such revenues against any future amounts it may owe to Seller under this Agreement.
(ii) all such Seller, or a Unit's Scheduling Coordinator, owner, or operator revenues described in Section 3.9(a)(i)-(v), but received by Buyer shall be reinitted to Seller, and Buyer shall pay such revenues to Seller if the Unit's Scheduling Coordinator, owner, or operator fails to remit those revenues to Seller (and upon any such payment by Buyer, Buyer shall be subrogated to all rights of Seller against such Unit's Scheduling Coordinator, owner, or operator for the amount of such revenues paid). If Buyer fails to pay such revenues to Seller, Seller 15 67
may offset any amounts owing to it for such revenues against any future amounts it may owe to Buyer under this Agreement.
( d) If a centralized capacity market develops within the CAISO or WECC region, Buyer will have exclusive rights to offer, bid, or othe1wise submit Contract Quantity provided to Buyer pursuant to this Agreement for re-sale in such market, and retain and receive any and all related revenues.
( e) Buyer acknowledges and agrees that all Availability Incentive Payments are for the benefit of Seller and for Seller's account, and that Seller shall receive, retain, or be entitled to receive all credits, payments, and revenues, if any, resulting from Seller achieving or exceeding Availability Standards. The Parties acknowledge and agree that any Non-Availability Charges are the responsibility of Seller, and for Seller's account and Seller shall be responsible for all fees, charges, or penalties, if any, resulting from Seller failing to achieve Availability Standards.

3.10. Change in Law. If a change in Applicable Laws occmTing after the Effective Date would increase Seller's costs to comply with Seller's obligations in excess of Seller's known or reasonably expected costs (as of the Effective Date) with respect to obtaining, maintaining, conveying, or effectuating Buyer's use of ( as applicable) RAR Attributes, and, if applicable, LAR Attributes and FCR Attributes, then Seller shall have no obligation to incur any additional out-of-pocket costs and expenses under this Agreement for the costs relating to such change in Applicable Laws, provided that Paities shall work in good faith to revise this Agreement so that the Paities can perform their obligations regarding the pmchase and sale of product sold hereunder in order to maintain the original intent. For avoidance of doubt, Seller's internal administrative costs associated with obtaining, maintaining, conveying or effectuating Buyer's use of (as applicable) any Product are not considered out-of-pocket expenses for pmposes of this Section 3.10. For avoidance of doubt, the issuance of a guidance document or any other verbal or written clai·ification of the requirements of D.21-06-035 or D.23-02-040 by the CPUC's Energy Division shall not qualify as a change in Applicable Laws under this Section 3 .10.

ARTICLE 4: CAISO OFFER REQUIREMENTS

4.1. CAISO Offer Requirements. Dmi.ng the Delive1y Tenn, except to the extent the Unit is on an Outage, or is affected by an event of Force Majeure that results in a paitial or full Outage of the Unit, Seller shall either schedule or cause the Unit's Scheduling Coordinator to schedule with, or make available to, the CAISO the Unit's Contract Quantity in compliance with the Tariff, and shall perfonn all, or cause the Unit's Scheduling Coordinator, owner, or operator, as applicable, to perform all obligations under the Tariff that are associated with the sale of Contract Quantity hereunder. Buyer shall have no liability for the failme of Seller or the failme of any Unit's Scheduling Coordinator, owner, or operator to comply with such Tariff provisions, including any penalties or fines imposed on Seller or the Unit's Scheduling Coordinator, owner, or operator for such noncompliance.

ARTICLE 5: BUYER'S RE-SALE OF PRODUCT

5.1. Buyer may re-sell all or a po1t ion of the Product and any associated rights, in each case, acquired under this Agreement. If Buyer re-sells all or a po1tion of the Product and any 16 68
associated rights acquired under this Agreement ("Resold Product"), Seller agrees, and agrees to cause the Unit's Scheduling Coordinator, to follow Buyer's reasonable instmctions with respect to providing such Resold Product to subsequent purchasers of such Resold Product to the extent such instmctions are consistent with Seller's obligations under this Agreement. Seller fmt her agrees, and agrees to cause the Unit's Scheduling Coordinator, to take all commercially reasonable actions and execute any and all documents or instmments reasonably necessruy to allow such subsequent purchasers to use such Resold Product in a manner consistent with Buyer's rights under this Agreement. If Buyer incurs any liability to any purchaser of such Resold Product due to the failure of Seller or the Unit's Scheduling Coordinator to comply with the te1ms of this Agreement, then Seller shall be liable to Buyer for any liabilities Seller would have incmTed under this Agreement if Buyer had not resold the Product, including without limitation, pursuant to Sections

3.7 and 3.8.

5.2. In the event there is any Resold Product, Buyer agrees to notify Seller at least five (5) Business Days prior to the commencement of deliveries of Resold Product that such a sale has occmTed and agrees to provide Seller with the info1mation specified below promptly following such sale (and any other info1mation reasonably requested by Seller so that Seller may perfo1m its obligations in this Aiticle 5) and promptly notify Seller of any subsequent changes to such info1mation with respect to any pa1ticular sale at least five (5) Business Days prior to the Showing Month to which such changes apply:
(a) Benefitting load serving entity SC identification number (SCID), (b) Volume (in MW) of Resold Product,
( c) Subsequent sale delive1y period for Resold Product.

Notwithstanding the foregoing, Seller shall not be considered to have failed to deliver Product for clerical eITors or Inismatched supply plans in CAISO's CIRA system, provided Pruties work in good faith to rectifiy such clerical eITors or supply plan mismatches as soon as practicable, and in no case later than the day on which CAISO locks supply plan subinissions.

ARTICLE 6: [RESERVED]
ARTICLE 7
17 69
ARTICLE 8: PAYMENT AND NETTING

8.1. Billing Period. The calendar month shall be the standard period for all payments under this Agreement. As soon as practicable after the end of each month, each Pa1ty will render to the other Patty au invoice for the payment obligations, if any, incmTed hereunder dming the preceding mouth.
18 70

8.2. Timeliness of Payment. Unless othe1wise agreed by the Pa1ties, all invoices under this Agreement shall be due and payable in accordance with each Paity's invoice instructions on or before the later of the twentieth (20th) day of each month that occms after the earlier of the fuitial Delive1y Date or the first date on which Seller delivers Bridge Capacity to Buyer, or fomteenth (14th) day after receipt of the invoice or, if such day is not a Business Day, then on the next Business Day. Each Paity will make payments by electronic funds transfer, or by other mutually agreeable method(s), to the account designated by the other Pai·ty. Any amounts not paid by the due date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the due date to but excluding the date the delinquent amount is paid in full.

8.3. Disputes and Adjustments of Invoices. A Pa1ty may, in good faith, dispute the coITectness of any invoice or any adjustment to an invoice, rendered under this Agreement or adjust any invoice for any ai·ithmetic 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 po1tion thereof, or any other claim or adjustment ai-ising hereunder, is disputed, payment of the undisputed po1tion of the invoice shall be required to be made when due, with notice of the objection given to the other Paity. 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 accrned at the Interest Rate from and including the due date to but excluding the date paid. Inadvertent ove1payments shall be retmned upon request or deducted by the Paity receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such oveipayment to but excluding the date repaid or deducted by the Pa1ty receiving such ove1payment. Any dispute with respect to an invoice is waived unless the other Paity is notified in accordance with this Section

8.3 within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months aft.er the close of the month dming which perfo1mance occmred, the right to payment for such perfo1mance is waived.

ARTICLE 9: NOTICES

9.1. Addresses for the Delivery of Notices. Any Notice required, pe1mitted, or contemplated hereunder shall be in writing, shall be addressed to the Paity to be notified at the address set forth on the Cover Sheet or at such other address or addresses as a Paity may designate for itself from time to time by Notice hereunder.

9.2. Acceptable Means of Delivering Notice. Each Notice required, pe1mitted, 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, five (5) 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 delive1y canier with delive1y fees either prepaid or an anangement with such canier made for the payment of such fees, the next Business Day after the same is delivered by the sending Paity to such caiTier; ( c) if sent by electronic communication (including electronic mail, facsimile, or other electronic means) and if concmTently with the trnnsinittal of such electronic communication the sending Patty provides a copy of such electronic Notice by hand delive1y or express com-ier, at the time indicated by the 19 71
time stamp upon delive1y; or ( d) if delivered in person, upon receipt by the receiving Party.

Notwithstanding the foregoing, Notices of outages or other scheduling or dispatch info1mation or requests, may be sent by electronic collllllunication and shall be considered delivered upon successful completion of such transinission.

ARTICLE 10: FORCE MAJEURE

10.1. Definition.
(a) "Force Majeure Event" means any act or event that delays or prevents a Party from timely perfo1ming all or a po1iion of its obligations under this Agreement or from complying with all or a po1tion 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 Paiiy relying thereon as justification for such delay, nonperfonnai1ce, or noncompliance. Without liiniting the generality of the foregoing, so long as the following events, despite the exercise of reasonable efforts, cannot be avoided by, and are beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Paiiy relying thereon as justification for such delay, nonperfonnance or noncompliance, a Force Majeure Event may include an act of God or the elements, such as flooding, lightning, hmTicanes, tornadoes, or ice stonns; explosion; fire; volcanic emption; flood; epideinic; landslide; mudslide; sabotage; ten orism; eatihquake; or other cataclysinic events; an act of public enemy; war; blockade; civil insmTection; riot; civil disturbance; or strikes or other labor difficulties caused or suffered by a Patiy or any third paiiy except as set fo1th below. Force Majeure may include delays in perfo1mance or inability to perfo1m or comply with the te1ms and conditions of this Agreement due to delays in obtaining necessa1y equipment, labor or materials or other issues caused by or attributable to pandemics or epideinics, COVID-19, if the elements of Force Majeure defined in this Section 10.l (a) (other than the requirement that the event or circmnstance was not anticipated as of the date the Agreement was agreed to) have been satisfied; provided that the general existence of COVID-19 shall not be sufficient to prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate establish that a Force Majeure as defined in the first sentence hereof ( other than the requirement that the event or circumstance was not anticipated as of the date the Agreement was agreed to) has occmTed.
(b) Notwithstanding the foregoing, the tenn "Force Majeure Event" does not include (i) econoinic conditions that render a Party's perfo1mance of this Agreement at the Contract Price unprofitable or othe1wise uneconoinic (including Buyer's ability to buy electric energy at a lower price, or Seller's ability to sell the Product, or any component thereof, at a higher price, than under this Agreement); (ii) Seller's inability to obtain pe1mits or approvals of any type for the constrnction, operation, or maintenance of the Project, except to the extent such inability is caused by a Force Majeure Event; (iii) the inability of a Pai·ty to make payments when due under this Agreement, unless the cause of such inability is an event that would othe1wise constitute a Force Majeure Event as described above; (iv) a cmiailment order by the CAISO or the PTO (as defined in the Tariff); (v) Seller's inability to obtain sufficient labor, equipment, materials, or other resources to build or operate the Project except to the extent such inability is caused by a Force Majeure Event; (vi) a strike, work stoppage or labor dispute liinited only to any one or more of 20 72
Seller, Seller's contractors, or their subcontractors thereof; or (vii) 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 perfo1ming its obligations hereunder in whole or in pait due to a Force Majeure Event. The Paity rendered unable to fulfill any obligation by reason of a Force Majeure Event shall take reasonable actions necessaiy to remove such inability with due speed and diligence. Nothing herein shall be constmed as pe1mitting that Paity to continue to fail to perfo1m after said cause has been removed. The obligation to use due speed and diligence shall not be inte1preted to require resolution of labor disputes by acceding to demands of the opposition when such course is inadvisable in the discretion of the Paity having such difficulty. Neither Paity shall be considered in breach or default of this Agreement if and to the extent that any failure or delay in the Pa1ty's perf01mance of one or more of its obligations hereunder is caused by a Force Majeure Event. The occurrence and continuation of a Force Majeure Event shall not suspend or excuse the obligation of a Paity to make any payments due hereunder.

10.3. Notice. fu the event of any delay or nonperfo1mance resulting from a Force Majeure Event, the Paity suffering the Force Majeure Event shall (a) as soon as practicable, notify the other Pa1ty in writing of the nature, cause, estimated date of commencement thereof, and the anticipated extent of any delay or intenuption in perfo1mance, and (b) notify the other Paity in writing of the cessation or te1mination of such Force Majeure Event, all as known or estimated in good faith by the affected Pa1ty; provided that that a Pait y's failure to give timely Notice shall not affect such Paity's ability to asse1t that a Force Majeure Event has occurred unless the delay in giving Notice materially prejudices the other Paiiy.

10.4. Termination Following Force Majeure Event. If a Force Majeure Event has occmTed that has caused either Pa1ty to be wholly or paitially unable to perfo1m its obligations hereunder, and the impacted Paity has claimed and received relief from perfo1mance of its obligations for a eriod, then the non-claiming Paity may te1minate this Agreement upon written Notice to the other Paity. Upon any such tennination, neither Pa1ty shall have any liability to the other Paity, save and except for those obligations specified in Section

2.l(a).

ARTICLE 11: EVENTS OF DEFAULT; REMEDIES

11.1. Events of Default. An "Event of Default" shall mean, with respect to a Party (a "Defaulting Pa1ty"), the occmTence of any of the following:
(a) the failure to make, when due, any payment required pursuant to this Agreement if such failure is not remedied within five (5) Business Days after written notice; (b) any representation or warranty made by such Paity herein is false or misleading in any material respect when made or when deemed made or repeated and such Pa1ty does not fully mitigate the adverse consequences as reasonably detem1ined by the other Paity of such incon ect representation or wairnnty to the other Party within thiity (30) days after written notice thereof;
21 73
(c) the failure to perfo1m any material covenant or obligation set forth in this Agreement ( except to the extent constituting a separate Event of Default, and except for such Party's obligations to deliver or receive the Product, the exclusive remedy for which is provided in Section 3.6 and 3.7) if such failure is not remedied within thi1iy (30) Business Days after written notice;
( d) such Paiiy becomes Bankrnpt; and
(e) 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 Patiy under this Agreement to which it or its predecessor was a pa1iy by operation of law or pursuant to an agreement reasonably satisfactory to the other Patiy.

11.2. Declaration of an Early Termination Date. If an Event of Default with respect to a Defaulting Patiy shall have occmTed and be continuing, the other Patiy (the ''Non-Defaulting Pa1iy") shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, as an early te1mination date ("Early Termination Date") to accelerate all amounts owing between the Parties and to te1minate this Agreement (refe1Ted to as a "Terminated Transaction") between the Patties, (ii) withhold any payments due to the Defaulting Pat·ty under this Agreement and (iii) suspend pe1fonnance. (a) If Seller is the Defaulting Pa1iy, Seller shall not owe any amounts to Buyer other than any amounts set fo1th in Section 11.2(i);

11.3. Early Termination of Seller Supply Agreement. fu the event of early te1mination under the Seller Supply Agreement, the Patties hereby acknowledge and agree that this Agreement shall te1minate in accordai1ce with Section 11.2 herein, provided however, that Section 11 .2(b) shall not apply.

11.4. [Reserved].

11.5. [Reserved].

11.6. [Reserved].

11.7. Suspension of Performance. Notwithstanding any other prov1s1on of this Agreement, if an Event of Default shall have occmTed and be continuing, the Non-Defaulting 22 74
Party, upon written notice to the Defaulting Party, shall have the right (i) to suspend perfo1mance under this Agreement; provided, however, in no event shall any such suspension continue for longer than ten (10) NERC Business Days unless an Early Te1mination Date shall have been declared and notice thereof pmsuant to Section 11 .2 given, and (ii) to the extent an Event of Default shall have occmTed and be continuing to exercise any remedy available at law or in equity.

ARTICLE 12: LIMITATIONS

12.1. Limitation of Remedies, Liability and Damages. EXCEPT AS 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. FOR BREACH OF ANY PROVISION FOR WHICH AN

EXPRESS 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. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED

HEREIN, THE OBLIGOR'S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL

DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND

EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY

SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR

INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION

DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. 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. TO THE EXTENT ANY DAMAGES

REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES

ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO

DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS

INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.

ARTICLE 13: REPRESENTATIONS; WARRANTIES; COVENANTS

13.1. Representations and Warranties. On the Effective Date, each Party represents and warrants to the other Party that:
(a) it is duly organized, validly existing and in good standing under the laws of the jmisdiction of its fo1mation;
23 75
(b) it has all regulat01y authorizations necessruy for it to legally perfo1m its obligations under this Agreement, except all pe1mits necessruy to constrnct, operate and maintain the Project and sell the Product therefrom in the case of Seller; (c) the execution, delive1y and perfo1mance of this Agreement are within its powers, have been duly authorized by all necessa1y action and do not violate any of the te1ms and conditions in its governing documents, any contracts to which it is a patty or any law, rnle, regulation, order or the like applicable to it;
( d) this Agreement and each other docmnent executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its te1ms; subject to any Equitable Defenses. (e) it is not Bankrnpt 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 Bankrnpt;
(f) there is not pending or, to its knowledge, threatened against it or any legal proceedings that could materially adversely affect its ability to perf01m its obligations under this Agreement;
(g) no Event of Default with respect to it has occmTed and is continuing and no such event or circumstance would occur as a result of its entering into or perfo1ming its obligations under this Agreement;
(h) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Patty in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement;
(i) it is a "fo1ward contract merchant" within the meaning of the United States Bankrnptcy Code; and
(j) it has entered into this Agreement in connection with the conduct of its business and it has the capacity or ability to make or take delive1y of Product.

13.2. Buyer and Seller Covenants. Buyer and Seller shall, throughout the Delive1y T e1m, take all commercially reasonable actions and execute any and all documents or instruments reasonably necessaiy to ensme Buyer's right to the use of the Contract Quantity for the sole benefit of Buyer or any subsequent pm-chaser under Atticle 5. Such commercially reasonable actions shall include, without limitation:
(a) Cooperating with and providing, and in the case of Seller causing each Unit's Scheduling Coordinator, owner, or operator to cooperate with and provide requested supporting documentation to the CAISO, the CPUC, or any other Governmental Body responsible for administering RAR, LAR, and/or FCR under Applicable Laws, to ce1tify or qualify the Contract Quantity as RA Capacity. Such actions shall include, without limitation, providing 24 76
infonnation requested by the CAISO, CPUC, or by an LRA having jurisdiction, to demonstrate for each month of the Delive1y Te1m the ability to deliver the Contract Quantity from each Unit to the CAISO Controlled Grid for the minimum hours required to qualify as RA Capacity, and providing infonnation requested by the CPUC, CAISO or other Governmental Body having jurisdiction to administer RAR, LAR, or FCR to demonstrate that the Contract Quantity can be delivered to the CAISO Controlled Grid, pursuant to "deliverability" standards established by the CAISO, or other Governmental Body having jurisdiction to administer RAR, LAR and/or FCR; and
(b) Negotiating in good faith to make necessa1y amendments, if any, to this Agreement to confo1m the transaction contemplated herein to subsequent clarifications, revisions, or decisions rendered by the CAISO, CPUC, FERC, or other Governmental Body having jurisdiction to administer RAR, LAR, or FCR so as to maintain the benefits of the bargain stmck by the Paities on the Effective Date; provided, however, that such commercially reasonable actions shall not include any obligation that the owner or operator of the Unit unde1take capital improvements, facility enhancements, or the constmction of new facilities nor in any way limit the Paities with respect to advocacy for any regulato1y policies or market changes before any entity.

13.3. Seller Representations, Warranties and Covenants. Seller represents, wanants and covenants to Buyer that, throughout the Delive1y Te1m:
(a) Seller is a joint powers authority and a validly existing conununity choice aggregator, duly organized, validly existing and in good standing under the laws of the State of California and the rnles, 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 Seller 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 Applicable Laws.
(b) Seller owns or has the exclusive right to the RA Capacity sold under this Agreement from the Unit, and shall furnish Buyer, CAISO, CPUC or other jurisdictional LRA, or other Governmental Body with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right;
(c) No po1tion of the Contract Quantity has been committed by Seller to any third paity in order to satisfy RAR, LAR, FCR or analogous obligations in CAISO mai·kets, other than pursuant to an RMR Contract between the CAISO and either Seller or the Unit's owner or operator;
( d) No poition of the Contract Quantity has been committed by Seller in order to satisfy RAR, LAR, FCR, or analogous obligations in any non-CAISO market; (e) The Unit is within the CAISO Control Area;
(f) The owner or operator of the Unit is obligated to comply with Applicable Laws, including the Tai·iff, relating to RA Capacity, RAR, LAR, and FCR; 25 77
(g) If Seller is the owner of the Unit, the respective cumulative amounts ofLAR Attributes, RAR Attributes, and FCR Attributes that Seller has sold, assigned or transfeITed for any Unit does not exceed that Unit's RA Capacity;
(h) With respect to the RA Capacity provided under this Agreement, Seller shall, and the Unit's Scheduling Coordinator is obligated to, comply with Applicable Laws, including the Tariff, relating to RA Capacity, RAR, LAR, and FCR; (i) Seller has notified the Scheduling Coordinator of the Unit that Seller has transferred the Contract Quantity to Buyer, and the Scheduling Coordinator is obligated to deliver the Supply Plans in accordance with the Tariff;
(j) Seller has notified the Scheduling Coordinator of the Unit that Seller is obligated to cause each Unit's Scheduling Coordinator to provide to the Buyer, at least five (5) Business Days before the Notification Deadline, the Contract Quantity of each Unit that is to be submitted in the Supply Plan associated with this Agreement for the applicable period; (k) Seller has notified the Unit's Scheduling Coordinator that Buyer is entitled to the revenues set fo1ih in Section 3 .9(b) of this Agreement and that such Scheduling Coordinator is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the amount of those revenues; and

13.4. Buyer's Representations and Warranties. Buyer represents and warrants as follows:
(a) Buyer is a joint powers authority and a validly existing community choice aggregator, duly organized, validly existing and in good standing under the laws of the State of California and the rnles, 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 Applicable Laws.
(b) Buyer has the power and authority to enter into and perfonn this Agreement and is not prohibited from entering into this Agreement or discharging and perfonning all covenants and obligations on its paii to be perfo1med under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Buyer's perfo1mance under this Agreement. The execution, delive1y and perfo1mance of this Agreement by Buyer has been duly authorized by all necessaiy action on the pa1t 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 paity to any other agreement with Buyer.
(c) The execution and delive1y 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 Applicable Law presently in effect having applicability to Buyer, including but not limited to community choice aggregation, the Joint Powers Act, competitive bidding, public notice, open meetings, election, referendum, or prior appropriation requirements, the documents of formation of Buyer or 26 78
any outstanding trnst indenture, deed of tiust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instmment 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 tetms, 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 is a "local public entity" as defined in Section 900.4 of the Government Code of the State of California.

ARTICLE 14: ASSIGNMENT

14.1. Assignment. Neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Patty.

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 perfotmed 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 Patty waives its respective right to any jmy ti·ial with respect to any litigation arising under or in connection with this Agreement.

15.2. Dispute Resolution. In the event of any dispute at·ising under this Agreement, within ten (10) days following the receipt of a written Notice from either Patty identifying such dispute, the Patties shall meet, negotiate and attempt, in good faith, to resolve the dispute quickly, infotmally and inexpensively. If the Patties are unable to resolve a dispute arising hereunder within the earlier of either thitty (30) days of initiating such discussions, or within forty (40) days after Notice of the dispute, either Patty may seek any and all remedies available to it at law or in equity, subject to the limitations set fo1th in this Agreement.

15.3. Attorneys' Fees. In any proceeding brought to enforce this Agreement or because of the breach by any Patty of any covenant or condition herein contained, the prevailing Patty shall be entitled to reasonable attorneys' fees in addition to court costs and any and all other costs recoverable in said action.

ARTICLE 16: INDEMNIFICATION

16.1. Indemnification.
(a) To the full extent pe1mitted by law, each Patty shall indemnify, defend and hold hat1nless the other Patty ("Indemnified Party"), and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, at·bitration proceedings, adminisu-ative proceedings, regulat01y proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal counsel fees and costs, comt costs, interest, defense costs, and expe1t witness fees), where the satne at·ise out of, are a consequence of, 27 79
or are in any way attributable to, and/or caused in whole or in patt by any negligent or wrongful act, en or, or omission of the other Patty or by any individual or agency for which the other Patty is legally liable, including officers, agents, employees or subcontractors of the other Patty. (b) Nothing in this Section 16.1 shall enlarge or relieve Seller or any Buyer of any liability to the other for any breach of this Agreement. No Patty shall be indemnified for any damages resulting from its gross negligence, intentional acts, or willful misconduct or for the gross negligence, intentional acts, or willful misconduct of its directors, officers, employees and agents.

These indemnity provisions shall not be construed to relieve any insmer of its obligation to pay claims consistent with the provisions of a valid insmance policy.

16.2. Claims. Promptly after receipt by a Patty of any claim or Notice of the collllllencement of any action, administrative, or legal proceeding, or investigation as to which the inde1m1ity provided for in th.is Art icle 16 may apply, the Party being indelllilified by the other Party (such indemnified Party, the "Indemnified Party") shall notify the Patty indelllilifying the Inde1nnified Patty (such indelllilifying Pa1ty, the "Indemnifying Party") in writing of such fact.

The Indemnifying Patty shall assume the defense thereof with counsel designated by such Patty and satisfactoty to the Inde1nnified Patty, provided that that if the defendants in any such action include both the Indemnified Patty and the Indemnifying Party and the Indelllilified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indelllilifying Party, the Indelllilified Party shall have the right to select and be represented by separate counsel, at the Indelllilifying Patty's expense, unless a liability insmer is willing to pay such costs. If the Indemnifying Party fails to assume the defense of a claim meriting indelllilification, the Indelllilified Patty may at the expense of the Inde1nnifying Patty contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indelllilifying Patty or, absent such consent, written opinion of the Indelllilified Patty's counsel that such claim is meritorious or WatTants settlement. Except as otherw ise provided in this Article 16, in the event that a Party is obligated to indelllilify and hold the other Pat·ty and its successors and assigns hatmless under this Article 16, the amount owing to the Inde1nnified Party will be the amount of the Indelllilified Patty's damages net of any insmance proceeds received by the Indemnified Party following a reasonable effort by the Indelllilified Patty to obtain such insmance proceeds.

ARTICLE 17: [RESERVED]
ARTICLE 18: CONFIDENTIAL INFORMATION

18.1. Confidential Information.
(a) All information stamped or otherw ise identified as "confidential" or "proprietary" by either Patty or by a third party shall constitute "Confidential Information". The Patty receiving Confidential Info1mation from the other Patty shall not disclose Confidential Information to a third patty other than the Patty's members, employees, lenders or investors, counsel, accountants, directors or advisors, who have a need to know such information and have agreed to keep such terms confidential except in order to comply with any Applicable Laws and to use the Product. Notwithstanding the foregoing, information shall not be considered 28 80
Confidential Infonnation if such infotmation (i) is disclosed with the prior written consent of the originating Party, (ii) was in the public domain prior to disclosme or is or becomes publicly known or available other than through the action of the receiving Party in violation of this Agreement, (iii) was lawfully in a Patty's possession or acquired by a Patty outside of this Agreement, which acquisition was not known by the receiving Patty to be in breach of any confidentiality obligation, or (iv) is developed independently by a Patty based solely on infonnation that is not considered confidential under this Agreement.
(b) Each Party agrees, and shall use reasonable efforts to cause its respective members, employees, lenders or investors, counsel, accountants, directors or advisors ("Representatives") as a condition to receiving confidential infotmation hereunder, to keep confidential, except as required by Applicable Laws, including without limitation the California Public Records Act (Government Code §§ 7920.000 et seq, "CPRA"). Buyer shall provide notice to Seller prior to disclosme to Buyer's Representatives of any third party Confidential Infonnation provided to Buyer by Seller. The provisions of this Section 18 .1 shall smvive and shall continue to be binding upon the Patties for a period of two (2) years following the date of tennination or expiration of this Agreement.
(c) If a Party is required, pursuant to the California Public Records Act to disclose any of the Confidential Infonnation, such Party shall provide prompt written notice to the other Patty of such request or requirement so that at such other Patty's expense, such other Patty can seek a protective order or other appropriate remedy concerning such disclosme. ( d) Each Patty acknowledges that the other Patty is subject to the California Public Records Act. If Buyer receives a CPRA request for Confidential Infotmation provided to Buyer by Seller, Buyer shall (i) immediately provide notice to Seller prior to any such disclosme, (ii) endeavor, in good faith, not to disclose any "trade secrets" as consistent with the CPRA, and (iii) suppott, to the extent in compliance with Buyer's rights and obligations under Applicable Laws, Seller in its effotts to obtain a protective order or other appropriate remedy. Buyer, as required by CPRA, shall release such documents unless Seller timely obtains a comt order prohibiting such release.
(e) Each Patty acknowledges that any disclosme or misappropnabon of Confidential Information by such Patty in violation of this Agreement could cause the other Patty inepat·able haim, the amount of which may be extremely difficult to estimate, thus making any remedy at law or in damages inadequate. Buyer also acknowledges that its actions in violation of this Agreement with respect to Confidential Infotmation provided to Seller by the owner and operator of the Shown Unit may cause Seller ineparable haim under the Seller Supply Agreement and such actions are subject to the indemnification provisions of Section 16. Therefore, each Patty agrees that the non-breaching Patty shall have the right to apply to any comt of competent jmisdiction for a restt·aining order or an injunction restt·aining or enjoining any breach or threatened breach of this Agreement and for any other equitable relief that such non-breaching Patty deems appropriate. This right shall be in addition to any other remedy available to the Patties in law or equity, subject to the limitations set fotth in Article 12.

ARTICLE 19: PROJECT CONSTRUCTION AND COMMERCIAL OPERATION 29 81

19.1. Commercial Operation Date.
(a) Commercial Operation Date. "Co1mnercial Operation Date" has the meaning provided in the Seller Supply Agreement.
(b) Te1mination for Failme to Achieve Commercial Oneration. If the Project has not achieved Commercial Operation by after the Expected Initial Delive1y Date, then Buyer may te1minate this Agreement upon thirty (30) days' written notice without any fmiher obligation to Seller. Notwithstanding the foregoing, Buyer shall not be entitled to te1minate this Agreement during the period in which Buyer receives Bridge Capacity in an amount equal to the full Contract Quantity. In addition, if the Seller Supply Agreement is te1minated and not replaced, then Seller may te1minate this Agreement on thi1iy (30) days' written notice to Buyer without any fmiher obligation. For avoidance of doubt, if either Party tenninates the Agreement pursuant to this Section 19 .1 (b ), such tennination shall not constitute an Event of Default and the te1minating Paiiy shall not, on the basis of such te1mination, owe the other Pa1iy any damages.

ARTICLE 20: GOVERNMENTAL CHARGES

20.1. Cooperation. Each Paiiy shall use reasonable effo1is to implement the provisions of and to administer this Agreement in accordance with the intent of the patties to minimize all taxes, so long as neither Paiiy is materially adversely affected by such efforts.

20.2. Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any government authority ("Governmental Charges") on or with respect to the Product or a transaction ai·ising prior to the Delive1y Point. Buyer shall pay or cause to be paid all Governmental Chai·ges on or with respect to the Product or a transaction at and from the Delive1y Point ( other thai1 ad valorem, franchise or income taxes which ai·e related to the sale of the Product and are, therefore, the responsibility of the Seller). In the event Seller is required by law or regulation to remit or pay Governmental Charges which ai·e Buyer's responsibility hereunder, Buyer shall promptly reimbmse Seller for such Governmental Chai·ges. If Buyer is required by law or regulation to remit or pay Governmental Chai·ges which ai·e Seller's responsibility hereunder, Buyer may deduct the amount of any such Governmental Chai·ges from the sums due to Seller under Atiicle 8 of this Agreement. Nothing shall obligate or cause a Pa1iy to pay or be liable to pay any Governmental Charges for which it is exempt under the law.

ARTICLE 21: MISCELLANEOUS

21.1. Title and Risk of Loss. Title to and risk ofloss related to the Product shall transfer from Seller to Buyer at the Delive1y Point. Seller wanants that it will deliver to Buyer the Contract Quantity free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person arising prior to the Delive1y Point.

21.2. ~ - Each Paiiy has the right, at its sole expense and during norn1al working hours, to exainine the records of the other Paiiy to the extent reasonably necessaiy to verify the accmacy of any statement, chai·ge or computation made pmsuant to this Agreement. If requested, a Pai·ty shall provide to the other Paiiy statements evidencing the Contract Quantity delivered hereunder. If any such examination reveals any inaccuracy in any statement, the necessaiy 30 82
adjustments in such statement and the payments thereof will be made promptly and shall bear interest calculated at the Interest Rate from the date the ove1payment or unde1payment was made until paid; provided, however, that no adjustment for any statement or payment will be made unless objection to the accmacy thereof was made prior to the lapse of twelve (12) months from the rendition thereof, and thereafter any objection shall be deemed waived.

21.3. 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 finther force or effect. The Exhibits attached hereto are integral pa1ts hereof and are made a pa1t of this Agreement by reference. The headings used herein are for convenience and reference pmposes 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 coITected accordingly. This Agreement shall be considered for all pmposes as prepared through the joint efforts of the Pa1ties and shall not be constrned against one Paity or the other as a result of the prepai·ation, substitution, submission or other event of negotiation, drafting or execution hereof.

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

21.5. No Waiver. Waiver by a Pa1ty of any default by the other Paity shall not be constrned as a waiver of any other default.

21.6. No Agency, Partnership. Joint Venture or Lease. Seller and the agents and employees of Seller shall, in the perfom1ance 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 pm-chaser, respectively, and do not intend to be treated as, and shall not act as, paitners in, co-venturers in or lessor/lessee with respect to the Project or any business related to the Project. This Agreement shall not impait any rights enforceable by any third paity (other than a pennitted successor or assignee bound to this Agreement) and/or, to the extent set fo1th herein, any lender and/or Indemnified Paity.

21. 7. Severability. In the event that any provision of this Agreement is m1enforceable or held to be unenforceable, the Paities agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. The Pa1ties shall, however, use their best endeavors to agree on the replacement of the void, illegal or unenforceable provision(s) with legally acceptable clauses which coITespond as closely as possible to the sense and pmpose of the affected provision and this Agreement as a whole.

21.8. Mobile-Sierra. Notwithstanding any other provision of this Agreement, neither Paity shall seek, nor shall they suppo1t any third paity seeking, to prospectively or retroactively revise the rates, te1ms or conditions of se1v ice of this Agreement through application or complaint to FERC pmsuant to the provisions of Section 205, 206 or 306 of the Federal Power Act, or any 31 83
other provisions of the Federal Power Act, absent prior written agreement of the Patties. Fmt her, absent the prior written agreement in writing by both Patties, the standat·d of review for changes to the rates, tenns or conditions of se1vice of this Agreement proposed by a Party shall be the "public interest" standard of review set fo1t h in United Gas Pipe Line Co. v. Mobile Gas Se1vice Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Siena Pacific Power Co., 350 U.S. 348 (1956). Changes proposed by a non-Patty or FERC acting sua sponte shall be subject to the most stringent standat·d pennissible under Applicable Law.

21.9. Service Contract. The Patties intend this Agreement to be considered as a se1vice contract for the pmposes of Section 7701 ( e) of the United States futernal Revenue Code of 1986, as amended.

21.10. Counterparts. This Agreement may be executed in one or more counte1palis, all of which taken together shall constitute one and the same instrnment and each of which shall be deemed an original.

21.11. Electronic Delivery. This Agreement may be duly executed and delivered by a Patty by electronic fonnat (including po1table document fo1mat (.pdf)). Delive1y of an executed counte1pa1t in .pdf electronic version shall be binding as if delivered in the original. The words "execution," "signed," "signatme," and words of like impo1t in this Agreement shall be deemed to include electronic signatmes or electronic records, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signatme or the use of a paper-based record keeping system, as the case may be, to the extent and as provided for in any Applicable Law.

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

21.13. Forward Contract. The Patties acknowledge and agree that this Agreement constitutes a "fo1wat·d contract" within the meaning of the U.S. Bankrnptcy Code, and Buyer and Seller are "forward contract merchants" within the meaning of the U.S. Bankrnptcy Code. Each Patty fmther agrees that, for all pmposes of this Agreement, each Patty waives and agrees not to asse1t the applicability of the provisions of 11 U.S.C. § 366 in any bankruptcy proceeding wherein such Patty is a debtor. In any such proceeding, each Patty fmther waives the right to assert that the other Pa1ty is a provider of last reso1i to the extent such tenn relates to 11 U.S.C. §366 or another provision of 11 U.S.C. § 101-1532.

21.14. No Recourse to Members of the Parties. The Patties at·e each individually organized as a Joint Powers Authorities in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pmsuant to its Joint Powers Agreement and are public entities sepat·ate from their respective constituent members. Each Pa1ty shall solely be responsible for all debts, obligations and liabilities accrning and arising out of this Agreement. Each Patty shall have no rights and shall not make any claims, take any actions or asse1t any remedies against the other Patty's constituent members, or the employees, directors, officers, consultants or advisors of the other Patty or its constituent members, in connection with this Agreement.
32 84

21.15. Further Assurances. Each of the Pru.ties hereto agree to provide such information, execute and deliver any instmments and documents and to take such other actions as may be necessa1y or reasonably requested by the other Pru.iy 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 cany out the intent of this Agreement.

21.16. Change in Electric Market Design. If a change in the Tariff renders this Agreement or any provisions hereof incapable of being perfo1med or administered, then any Pa1ty may request that Buyer and Seller enter into negotiations to make the minimum changes to this Agreement necessru.y to make this Agreement capable of being perfo1med and administered, while attempting to preserve to the maximum extent possible the benefits, bmdens, and obligations set fo1th in this Agreement as of the Effective Date. Upon delive1y of such a request, Buyer and Seller shall engage in such negotiations in good faith. If Buyer and Seller ru.·e unable, within sixty ( 60) days after delive1y of such request, to agree upon changes to this Agreement or to resolve issues relating to changes to this Agreement, then any Pru.ty may submit issues pe1taining to changes to this Agreement to the dispute resolution process set fo1th in Aliicle 15. Notwithstanding the foregoing, (i) a change in cost shall not in and of itself be deemed to render this Agreement or any of the provisions hereof incapable of being perfo1med or administered, or constitute, or fo1m the basis of, a Force Majeure Event, and (ii) all of unaffected provisions of this Agreement shall remain in full force and effect during any period of such negotiation or dispute resolution. [Remainder of Page futentionally Left Blank]
33 85
Acknowledged and agreed to as of the Effective Date.

Sonoma Clean Power Authority, a
California joint powers authority
By:

Name:

Title:

By:

Name:

Title:

By:

Name:

Title:

By:

Name:

Title:
34 Redwood Coast Energy Authority, a
California joint powers authority
By:

Name: Matthew Marshall
Title: Executive Director
86 EXIDBIT A: DESCRIPTION OF PROJECT
The following describes the Project.

Project name: Sagebrnsh II
Resource type: Lithium Ion batte1y
Nameplate capacity: 18 MW
Location: Mojave, Kem County
Project latitude: 35° 2'31.78" N
Project longitude: 11 8° 15'48.37" W
CAISO transmission access charge area: SCE
Point of interconnection: Southern California Edison Company's Vincent Subtation Existing zone (e.g., NP-15): SP-1 5
PNode: The PNode designated by CAISO for the facility at the Southern California Edison Company's Vincent Substation
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STAFF REPORT
Agenda Item # 9.2
AGENDA DATE: November 16, 2023
TO: Board of Directors
PREPARED BY: Stephen Kullmann, Director of Demand Side Management Lexie Perez, Grants and Contracts Manager
SUBJECT: RuralREN Funding and Implementation Agreements Summary
In June, the Board received an information-only update about the CPUC’s Proposed Decision approving the establishment of the Rural Regional Energy Network (RuralREN). The CPUC Final Decision 23.06.055 issued on July 3, 2023, approved the RuralREN motion. The Board received updates in conjunction with action items involving approving a contract with Frontier Energy, Inc. at the July meeting and issuing solicitations for Administrative, Marketing, Legal, and Database support services at the August meeting. RCEA Demand Side Management (DSM) staff are continuing work on preparations and regulatory requirements in order to launch the RuralREN in 2024.

The funding for the RuralREN is collected and distributed by the three Investor-Owned Utilities (IOUs) that overlap with the RuralREN’s geographic area – Pacific Gas and Electric (PG&E), Southern California Edison (SCE), and SoCalGas. Therefore, RCEA is coordinating with each of the three IOUs to enter into funding agreements through which the designated funds are distributed to RCEA as the Program Administrator for the RuralREN. The total funding amounts per year from each IOU were established by the CPUC and are detailed in the CPUC Decision as follows:

Table 1. Collections by IOUs to
Support R-REN Budgets (Dollars)
Year
PG&E SCE SoCalGas
Total
Electric Gas Electric Gas
2024 $7,984,560 $1,596,912 $7,984,560 $2,395,368 $19,961,401 2025 $8,401,193 $1,680,239 $8,401,193 $2,520,358 $21,002,983 2026 $8,644,244 $1,728,849 $8,644,244 $2,593,273 $21,610,610 2027 $8,653,794 $1,730,759 $8,653,794 $2,596,138 $21,634,486 2028 $8,906,466 $1,781,293 $8,906,466 $2,671,940 $22,266,164 2029 $9,175,928 $1,835,186 $9,175,928 $2,752,778 $22,939,821 2030 $9,447,613 $1,889,523 $9,447,613 $2,834,284 $23,619,033 2031 $9,731,259 $1,946,252 $9,731,259 $2,919,378 $24,328,149 Total $70,945,058 $14,189,012 $70,945,058 $21,283,518 $177,362,646 88

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Please note that the decision designated eight years of ratepayer collections, but specifically states that the budgets for 2028-2031 are placeholders and are likely to be adjusted. All three of these funding agreements will include RuralREN funding for the first four implementation years of the RuralREN, 2024-2027.

Staff and PG&E have finalized the funding agreement for PG&E’s required RuralREN distribution, which secures $40,420,550 of RuralREN’s funding. This is the largest RuralREN funding portion amongst the three IOUs because the PG&E territory has the largest geographical overlap with RuralREN. The PG&E funding agreement specifies that the first annual distribution will occur in total amount no later than December 1, 2023. Thereafter, funds will be distributed on a quarterly basis.

RCEA staff and the respective staff of Southern California Edison and SoCalGas have begun communications to complete the remaining funding agreements. Based on these communications, RCEA staff anticipates that both funding agreements will be similar to that of PG&E. Ideally both will be completed within the next few weeks and will provide for distribution of the first implementation year funding before the end of the year. Staff seeks the Board’s advance approval of these two funding agreements to allow for their timely execution and distribution of funds before the end of the year, provided they are consistent with the CPUC Decision 23.06.055 and contain the same or similar risk exposure to RCEA as in the PG&E Funding Agreement. RCEA’s General Counsel will review final funding agreement drafts prior to their execution to ensure they are consistent with the Board’s approval. Once the agreements are executed, Staff will solicit and contract for implementation services in the regions covered by the funding.

ALIGNMENT WITH RCEA’S STRATEGIC PLAN
RuralREN formation and implementation furthers RCEA’s strategic plan goal of “(making) energy efficiency and conservation services available to every household and business in the county by 2030,” and expands work toward this goal to other rural and hard-to-reach communities across the state.

The RuralREN will also contribute to Integrated Demand Side Management, Energy Efficiency & Conservation, Demand Response and Customer Distributed Generation & Storage strategies listed in RCEA’s RePower Strategic Plan.

EQUITY IMPACTS
RENs in general, and the RuralREN in particular, are designed to reach customers that otherwise are not being reached by existing ratepayer-funded programs. Over 90% of the RuralREN counties are defined as low income in the Health and Safety Code, and over half are defined as disadvantaged.

The RuralREN governance structure will include an Equity Technical Advisory Committee.

FINANCIAL IMPACT
The combined total of the three funding agreements with the IOUs is $84,209,480 for implementation years 2024-2027. An additional $93,153,166 has been identified as a placeholder for years 2028- 2031 and is not covered in these agreements. Expense of the funds is detailed in the approved by the business plan budget approved by the RuralREN motion. The majority of funds will be passed through to various implementers and consultants through individual service agreements. RCEA will retain a portion of funds to implement RuralREN programs in our region and to perform the duties as the Program Administrator of the RuralREN.
89

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STAFF RECOMMENDATION
Authorize the Executive Director to execute the 2024-2027 PG&E Funding Agreement for $40,420,550; and, upon full execution, authorize the Executive Director to issue solicitations and contracts for consultant and subcontractor services to implement the RuralREN in regions covered by PG&E funding.

90 This page
intentionally
left blank.
91 FUNDING AGREEMENT FOR RURAL REGIONAL

ENERGY NETWORK ENERGY EFFICIENCY PROGRAMS
This Funding Agreement For Rural Regional Energy Network (R-REN) Energy Efficiency Programs (Agreement) is between Pacific Gas and Electric Company (PG&E) and Redwood Coast Energy Authority (RCEA), also referred to each as a Party or collectively, the Parties, and shall become effective upon the date of signature by both Parties (Effective Date).

A. WHEREAS, on July 3, 2023, the California Public Utilities Commission (CPUC) issued Decision (D.) 23-06-055 making R-REN an approved energy efficiency portfolio administrator; and B. WHEREAS, the CPUC directed PG&E to collect and deliver to RCEA public purpose program (PPP) funding for administration of its energy efficiency program portfolio in overlapping PG&E territory as set forth in CPUC D. 23-06-055 Tables 5 and 6 (R-REN Budget); and C. WHEREAS, RCEA shall receive the R-REN Budget funding annually for the period of 2023- 2027 (Funding Term).

Therefore, the parties agree as follows:

1. Performance Obligations:

1.1 RCEA R-REN Budget:

1.1.1 Total For Funding Term: Unless otherwise directed by the CPUC, the aggregate total of PG&E PPP funds to be collected and delivered to RCEA during the Funding Term shall not exceed $40,420,550 and will be disbursed annually as follows:

Year Budget
2024 $9,581,472
2025 $10,081,432
2026 $10,373,093
2027 $10,384,553
$40,420,550

1.1.2 Unspent and Uncommitted RCEA R-REN Program budget:

1.1.2.1 RCEA shall deduct any 2024 RCEA R-REN unspent and uncommitted funds from its third quarter 2025 payment
request submitted to PG&E on July 15, 2025, and in each of the third quarter advances thereafter during the Funding Term.
92 1.1.2.2 Upon the expiration of the Funding Term, any remaining unspent and/or uncommitted RCEA R-REN Budget
previously paid by PG&E, shall be applied, and used to offset a subsequent approved RCEA R-REN budget, or as otherwise directed by the CPUC.

1.1.3 RCEA R-REN Budget Payments: PG&E and RCEA agree to the following payment schedule:

1.1.3.1 RCEA shall submit one invoice for the 2024 R-REN Budget amount no later than December 1, 2023. PG&E shall pay
this invoice within 30 days from the Effective Date.

1.1.3.2 For the remaining Funding Term, RCEA will annually submit four (4) quarterly invoices beginning January 15, 2025, and thereafter continuing on April 15th, July 15th, and October 15th until the last invoice on October 15, 2027. PG&E shall pay these quarterly invoices within 30 days upon receipt.

1.1.4 Invoicing Submittal Requirements: RCEA shall submit all invoices electronically through PG&E’s electronic invoicing system in accordance with these instructions and shall include the purchase order number. To enroll in PG&E’s free electronic invoicing portal, please email PG&[email protected] and provide the following information:

PG&E Vendor # (if known)
Vendor Name
Valid Purchase Order #
Vendor Contact Name, Contact Telephone Number, Contact Email Address
PG&E Contact Name
INVOICES NOT SUBMITTED THROUGH PG&E’S ELECTRONIC INVOICES SYTEM ARE NOT CONSIDERED RECEIVED FOR PAYMENT PURPOSES.

1.2 Joint Cooperation Memo (JCM) Reports:

1.2.1 Meet and Confer: The Parties agree they will schedule a meeting prior to the JCM reports required by the CPUC. RCEA will submit three separate JCMs that detail the program administrator energy efficiency program activities as follows:
• A JCM between PG&E and R-REN (for the North Coast);
• A JCM between PG&E, 3C-REN, and R-REN (for the Central Coast); and 93 • A JCM between PG&E, SCE, SoCalGas, SoCalREN, and R-REN (for the San Joaquin Valley and High Sierra).

1.2.2 JCM Report Submittals: RCEA will submit the three JCMs every two years within 60 days after CPUC approval of the last of the JCM portfolio administrator’s true-up advice letters and mid-cycle advice letters (as applicable). After PG&E review and approval, RCEA shall submit the JCMs to the California Energy Data and Reporting System (CEDARS), with notice to the service list of Rulemaking 13-11-005 or a successor proceeding. PG&E has no responsibility, nor will it take any action to verify, R-REN’s content or accuracy in their reporting of their R-REN Program activities.

1.3 Representations and Warranties:

RCEA acknowledges PG&E enters this Agreement in reliance on R-REN’s representations and warranties that it will perform, or cause to be performed, all the tasks and requirements in conformity with all applicable CPUC Decisions and approvals of R-REN Program Implementation Plans, Federal, State, and local laws, regulations and other rulings or authority with appropriate jurisdiction. In compliance with the foregoing, RCEA acknowledges it will require its Implementer for the R-REN Program to comply with the Project Certification requirements under California Utilities Public Code Section 399.4 et seq. and the CPUC’s Workforce Standards for any incentive payments for HVAC and Lighting Control that meet a certain threshold as follows:

Public Utility Code Section 399.4 (b) requires in relevant part: that for all incentives for an energy efficiency improvements or installations of energy efficient components, equipment, or appliances, the incentive recipient must submit a statement certifying that appropriate permits have been obtained and, if a contractor performed the installation or improvement, the contractor holds the appropriate licenses for the work performed. The CPUC has ordered that when the work involves obtaining a permit for heating, ventilation, central air-condition and heat pump projects, documentation of proof the permit has been closed must also be provided.

HVAC AND LIGHTING CONTROL WORKFORCE STANDARD QUALIFICATION REQUIREMENTS. To be eligible for an incentive for non-residential heating, ventilation, and air conditioning (HVAC) measure exceeding $3000 and/or for lighting control (LC) measure exceeding $2000, prior to a technician installing, modifying or maintaining these measures, the technician performing this work is required to provide the following in their applicable qualification documentation:
(1) For HVAC Measure Installation Qualification: the person doing the work must have at least one of the following criteria:
(a) Completed an accredited HVAC apprenticeship
(b) Be enrolled in an accredited HVAC apprenticeship.
94 (c) Completed at least five years of work experience at the journey level according to the Department of Industrial Relations definition, 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.
(d) Have a C-20 HVAC contractor license issued by the California Contractor’s State Licensing Board; and
(2) For LC measures: the person doing the work must produce an installer certification from the California Advanced Lighting Controls Training Program.

1.4 Prevention of Double Dipping: RCEA agrees to utilize its protocols to not permit Customers participating in the R-REN Program from using the same energy efficiency measure for which they have already received an incentive. The purpose for prevention of double dipping is to comply with D. 12-11-015 stating “… the RENs should coordinate with the utilities in their areas to ensure customers do not receive duplicate incentive payments for the same energy efficiency measure or project.”

2. Confidentiality:

The Parties agree they shall not collect, use, retain or disclose personal information, as defined in California Privacy Rights Act of 2020 (CPRA, Proposition 24, amending California Civil Code 1798.100 et seq.) and modified from time to time, received, if any, under this Agreement (“Personal Information”) for any purpose other than for the specific purpose of performing its obligations under this Agreement. Personal Information shall not be sold or shared under any circumstances. “Confidential Information” means:
(i) a customer’s personal identifiable information, energy use data, billing data, account information, including demand response program information, and information relating to their facilities, equipment, processes, products, specifications, designs, records, data, software programs, finances, technologies, trade secrets, marketing plans or manufacturing processes or products; and (ii) information about the Disclosing Party’s employees and business operations, informational or technological practices, models, trade secrets, and other related documentation or information related to the Disclosing Party, its parent company, subsidiaries, affiliates, third parties, suppliers, contractors, and subcontractors.
“Confidential Information” does not include information that (a) was properly in the Party’s possession at the time of disclosure; (b) is or becomes publicly known through no fault of the Receiving Party; (c) was independently developed by the Receiving Party or (d) that the Disclosing Party agrees in writing is not Confidential Information.
(b) Upon request by the Disclosing Party, the Receiving Party will delete or destroy any Confidential Information obtained from the Disclosing Party or in performing its obligations under this Agreement, unless the Receiving Party documents that it is lawfully prohibited from deleting or destroying such Confidential Information.
95 (c) If a Party is in doubt about whether certain information is Confidential Information, such Party agrees to treat such information as Confidential Information. (d) Any Confidential Information under this Agreement shall be strictly for the purpose of carrying out the obligations and each Party will restrict access to the Confidential Information to those personal with a need to know basis, upon which personal must agree in writing to safeguard, handle, use, and store, if required, the Confidential Information with no less restrictive obligations as the requirements under this Agreement.
(e) The Receiving Party agrees to implement and maintain, and to cause its relevant subcontractors or other such representatives to implement and maintain, reasonable security procedures and practices to protect the unauthorized disclosure, destruction, and/or use of the Confidential Information.
(f) If the Receiving Party is required by law, court order, or governmental authority to produce any Confidential Information, the Receiving Party must, to the extent legally permitted, provide the Disclosing Party prompt written notification of the request, and shall cooperate with the Disclosing Party’s efforts in regard thereto, including electing to seek a protective order or other appropriate relief. Provided such written notification is provided, the Receiving Party’s legal requirement to produce any Confidential Information, shall not result in liability under this Agreement or any attachments hereto.

3. Indemnification and Limitation of Liabilities:

3.1 Indemnification: RCEA shall indemnify, hold harmless and defend PG&E, and each of their affiliates, subsidiaries, parent company, officers, managers, directors, agents, and employees from and against all 3
rd party claims, demands, losses, damages, costs,
expenses, and liability (legal, contractual, or otherwise) (“Liabilities”), which arise from or are connected in any way to the payment made by PG&E under this Agreement.

3.2 Limitation of Liability:

3.2.1 PG&E’s total liability to RCEA under or in connection with this Agreement, whether in contract or in tort (including breach of warranty, negligence, and strict liability in tort), shall in no event exceed the total R-REN Budget amount.

3.2.2 In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages of any kind whatsoever.

4. Disclaimer and No Obligation: PG&E is not responsible for review, oversight, or approval of the work RCEA shall perform as a Program Administrator for its R-REN Program, nor is PG&E responsible to ensure RCEA complies with orders and directives of the CPUC. All Work 96 performed by RCEA will be governed by and must meet the satisfaction of the CPUC appointed staff.

5. Term and Termination:

5.1 Term: The term of this Agreement shall begin upon the Effective Date and continue until December 31, 2027, unless modified or terminated sooner.

5.2 Termination: A Party shall have the right to terminate this Agreement at any time if:
(a) The other Party becomes insolvent, generally fails to pay un-disputed debts, makes a general assignment for the benefit of creditors, or commences any action seeking reorganization or receivership under any bankruptcy, or similar law; or (b) The other Party breaches this Agreement, and such breach is not remedied within thirty (30) calendar days of written notice thereof; or (c) A Party becomes aware of an imminent threat to public safety that is likely to be caused by its continued performance under this Agreement.

6. Miscellaneous:

6.1 Governing Law and Jurisdiction: This Agreement and performance under it will be governed by and construed in accordance with the substantive Laws of the State of California.

6.2 Independent Status: In assuming and performing the obligations of this Agreement, nothing contained herein shall be construed as constituting any relationship between the Parties, other than the Parties’ duties to perform their obligations set forth in this Agreement.

6.3 Other Contracts: Nothing in this Agreement shall create any contractual relations between one Party’s contractors and the other Party.

6.4 No Publicity: Except to the extent consistent as directed by the CPUC or as otherwise already included in the public domain, neither Party shall include the name, any reference to this Agreement, or any reference to the other Party’s purchase or use of any products or services provided by the Party, in such Party’s publicity or advertisement, including internet, without the prior written consent of an officer of the other Party.

6.5 Assignment: Neither Party may assign any of its rights, voluntarily or involuntarily, whether by operation of law or any other manner, or delegate any performance under this Agreement, without the prior written consent of the other Party and/or by CPUC 97 decision, ruling or resolution. Any purported assignment or delegation of performance in violation of this provision is void. Subject to the foregoing, this Agreement is binding upon and shall inure to the benefit of the successors and permitted assigns of the Parties.

6.6 CPUC Authority to Modify: This Agreement shall always be subject to changes or modifications by the CPUC or requested by either Party to the extent necessary to comply with any changes that the CPUC makes during the term of this Agreement, which may include and not limited to, any disallowance or modifications of approved annual R-REN Budget amounts. Either Party may provide written notice to the other Party requesting such changes and the Parties shall enter into good faith negotiations to make the minimum changes to this Agreement necessary to comply with such CPUC requirement. If the Parties are unable to agree to such changes within sixty (60) days after receipt of such notice, then either Party may terminate this Agreement upon written notice to the other Party.

6.7 Attorneys’ Fees: Each Party shall be responsible for paying its own attorneys’ fees and other costs associated with the negotiation, execution and delivery of this Agreement and performance of its obligations under this Agreement. 98 7. Notices:

7.1 PG&E Agreement Manager for this Agreement is Doreen Caruth, until or unless PG&E appoints a new one. , .

7.2 RCEA Agreement Manager is Lexie Perez, until or unless RCEA appoints a new one. , .

7.3 All formal notices, requests, demands, approvals, and communications under this Agreement (other than routine operational communications) (collectively, “Notices”) will be in writing and may be served either (i) in person, (ii) via e-mail, or (iii) by registered or certified mail or air freight services that provide proof of delivery, with postage or shipping fees prepaid, and addressed as follows:

In the case of PG&E:

Pacific Gas and Electric Company
300 Lakeside Drive
Oakland, CA, 94612
Attn: Michelle van Tijen
Email:
with copy to:

California Public Utilities Commission, Energy Division 505 Van Ness Avenue
San Francisco, CA 94102
Attn: Pamela Rittelmeyer, PhD
Email:

In the case of RCEA:

Redwood Coast Energy Authority
633 3rd Street
Eureka, CA 95501
Attn: Matthew Marshall
Email:

8. No Provision Interpreted Against Drafter: Ambiguities are to not to be resolved against the drafting Party and shall not be employed in the interpretation of this Agreement.

9. Severability: If any provision of this Agreement is held invalid by a court with jurisdiction over the Parties to this Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. 99 10. Survival: Any provision of this Agreement that contemplates or governs performance or observance after termination or expiration of this Agreement will survive the expiration or termination of this Agreement.

11. Entire Agreement; Amendments: This Agreement constitutes the entire agreement between the Parties with respect to its subject and merges, integrates and supersedes all prior and contemporaneous agreements and understandings between the Parties, whether written or oral, concerning its subject matter. No modification or amendment to this Agreement will be effective unless it is expressly set forth in writing and duly executed by the Parties.

12. Counterparts: This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which will together constitute one and the same agreement.
[Signature Page Follows]
100
IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed by its authorized representative as of the Effective Date.

Redwood Coast Energy Authority Pacific Gas and Electric Company By: By:

Name: Eileen Verbeck Name: Jake Zigelman
Title: acting Executive Director Title: Senior Director, Load Mgmt. Solutions Date: Date:
101

STAFF REPORT
Agenda Item # 10.1
AGENDA DATE: November 16, 2023
TO: Board of Directors
FROM: Eileen Verbeck, Deputy Executive Director
SUBJECT: Deputy Executive Director’s Report

SUMMARY
Deputy Executive Director Eileen Verbeck will provide updates on topics as needed.

RECOMMENDED ACTION
None. (Information only.)
102

Redwood Coast Energy Authority Board of DirectorsNovember 16, 2023

Redwood Coast Energy Authority Board of Directors
November 16, 2023